LJ LiJ D - jonbirdt.comjonbirdt.com/news/documents/VnetvMCHComplaint.pdf · Judicial Council of...

CM-010 ATTORNEY OR PARTY WITHOUT ATTORNEY (Name8 State Bar number, and address): FOR COURT USE ONLY

-Jonathan W. Birdt, CA Bar #18390 Law Office Of Jonathan W. Birdt 18252 Bermuda St. Porter Ranch, CA 91326

TELEPHONE NO.: 818-400-4485 FAX NO.: 818-428-1384 ATTORNEYFOR(NameJ: VNET IT, INC.

SUPERIOR COURT OF CALIFORNIA, COUNTY OF Los Angeles STREET ADDREss: 6230 Sylmar A venue MAILING ADDRESS:

cnY AND 21P coDE: Van Nuys 91401 BRANCH NAME: Van Nuys Courthouse East

CASE NAME:

VNET IT v. MISSION COMMUNITY CIVIL CASE COVER SHEET Complex Case Designation

CASE NUMBER:

[Z] Unlimited D Limited D Counter D Joinder (Amount (Amount demanded demanded is Filed with first appearance by defendant

JUDGE:

exceeds $25,000) $25,000 or less) (Cal. Rules of Court, rule 3.402) DEPT:

Items 1-6 below must be completed (see mstruct,ons on page 2). 1. Check one box below for the case type that best describes this case:

Auto Tort Contract

D Auto (22) W Breach of contractlwarranty (06)

D Uninsured motorist (46) D Rule 3.740 collections (09)

Other PI/PD/WD (Personal Injury/Property Damage/Wrongful Death) Tort D Asbestos (04)

D Product liability (24) D Medical malpractice (45)

D Other Pl/PD/WO (23)

Non-PI/PD/WD (Other) Tort

D Business tort/unfair business practice (07) D Civil rights (08)

D Defamation (13)

D Fraud (16)

D Other collections (09)

D Insurance coverage (18)

D Other contract (37) Real Property D Eminent domain/Inverse

condemnation ( 14) D Wrongful eviction (33)

D Other real property (26)

Unlawful Detainer

D Commercial (31)

D Residential (32)

D Drugs(38) D Intellectual property (19) D Professional negligence (25) Judicial Review D Other non-Pl/PD/WO tort (35) D Asset forfeiture (05) Employment D Petition re: arbitration award ( 11)

D Wrongful termination (36) D Writ of mandate (02)

D Other employment (15) D Other judicial review (39)

Provisionally Complex Civil Litigation (Cal. Rules of Court, rules 3.400-3.403)

D Antitrust/Trade regulation (03)

D Construction defect (10)

D Mass tort (40)

D Securities litigation (28)

D Environmental/Toxic tort (30)

D Insurance coverage claims arising from the above listed provisionally complex case types (41)

Enforcement of Judgment

D Enforcement of judgment (20)

Miscellaneous Civil Complaint

O RIC0(27)

D Other complaint (not specified above) (42)

Miscellaneous Civil Petition D Partnership and corporate governance (21)

D Other petition (not specified above) (43)

2. This case LJ is LiJ is not complex under rule 3.400 of the California Rules of Court. If the case is complex, mark the factors requiring exceptional judicial management:

a. D Large number of separately represented parties

b.0 Extensive motion practice raising difficult or novel

issues that will be time-consuming to resolve

c. D Substantial amount of documentary evidence

3. Remedies sought (check all that apply): a.[ZJ monetary

4. Number of causes of action (specify): 3 5. This case D is [Z] is not a class action suit.

d. D Large number of witnesses

e. D Coordination with related actions pending in one or more courts

in other counties, states, or countries, or in a federal court

f. D Substantial postjudgment judicial supervision

b. D nonmonetary; declaratory or injunctive relief c. [ZJ punitive

6. If there are any known related cases, file and serve a notice of related c

Date: 6/9/15 Jonathan W. Birdt

(TYPE OR PRINT NAME) NOTICE

• Plaintiff must file this cover sheet with the first paper filed in the action or proc edi g (except small claims cases or cases filed under the Probate Code, Family Code, or Welfare and Institutions Code). (Cal I les of Court, rule 3.220.) Failure to file may result in sanctions.

• File this cover sheet in addition to any cover sheet required by local court rule. • If this case is complex under rule 3.400 et seq. of the California Rules of Court, you must serve a copy of this cover sheet on all

other parties to the action or proceeding. • Unless this is a collections case under rule 3.740 or a complex case, this cover sheet will be used for statistical purposes onlv.

i<a e1 of2

Form Adopted for Mandatory Use Judicial Council of California CM-01 O [Rev. July 1, 2007]

CIVIL CASE COVER SHEET Cal. Rules of Court, rules 2.30, 3.220, 3.400-3.403, 3.740; Cal. Standards of Judicial Administration, std. 3.10

www.courtinfo.ca.gov

INSTRUCTIONS ON HOW TO COMPLETE THE COVER SHEET CM-010

To Plaintiffs and Others Filing First Papers. If you are filing a first paper (for example, a complaint) in a civil case, you must complete and file, along with your first paper, the Civil Case Cover Sheet contained on page 1. This information will be used to compile statistics about the types and numbers of cases filed. You must complete items 1 through 6 on the sheet. In item 1, you must check one box for the case type that best describes the case. If the case fits both a general and a more specific type of case listed in item 1, check the more specific one. If the case has multiple causes of action, check the box that best indicates the primary cause of action. To assist you in completing the sheet, examples of the cases that belong under each case type in item 1 are provided below. A cover sheet must be filed only with your initial paper. Failure to file a cover sheet with the first paper filed in a civil case may subject a party, its counsel, or both to sanctions under rules 2.30 and 3.220 of the California Rules of Court.

To Parties in Rule 3.740 Collections Cases. A "collections case" under rule 3.740 is defined as an action for recovery of money owed in a sum stated to be certain that is not more than $25,000, exclusive of interest and attorney's fees, arising from a transaction in which property, services, or money was acquired on credit. A collections case does not include an action seeking the following: (1) tort damages, (2) punitive damages, (3) recovery of real property, (4) recovery of personal property, or (5) a prejudgment writ of attachment. The identification of a case as a rule 3.740 collections case on this form means that it will be exempt from the general time-for-service requirements and case management rules, unless a defendant files a responsive pleading. A rule 3.740 collections case will be subject to the requirements for service and obtaining a judgment in rule 3.740. To Parties in Complex Cases. In complex cases only, parties must also use the Civil Case Cover Sheet to designate whether the case is complex. If a plaintiff believes the case is complex under rule 3.400 of the California Rules of Court, this must be indicated by completing the appropriate boxes in items 1 and 2. If a plaintiff designates a case as complex, the cover sheet must be served with the complaint on all parties to the action. A defendant may file and serve no later than the time of its first appearance a joinder in the plaintiffs designation, a counter-designation that the case is not complex, or, if the plaintiff has made no designation, a designation that

the case is complex. CASE TYPES AND EXAMPLES

Auto Tort Auto (22)-Personal Injury/Property

Damage/Wrongful Death Uninsured Motorist (46) (if the

case involves an uninsured motorist claim subject to arbitration, check this item instead of Auto)

Other PI/PD/WD (Personal Injury/ Property Damage/Wrongful Death) Tort

Asbestos (04) Asbestos Property Damage Asbestos Personal Injury/

Wrongful Death Product Liability (not asbestos or

toxic/environmental) (24) Medical Malpractice (45)

Medical MalpracticePhysicians & Surgeons

Other Professional Health Care Malpractice

Other PI/PD/WD (23) Premises Liability (e.g., slip

and fall) Intentional Bodily Injury/PD/WO

(e.g., assault, vandalism) Intentional Infliction of

Emotional Distress Negligent Infliction of

Emotional Distress Other Pl/PD/WO

Non-Pl/PD/WO (Other) Tort Business Tort/Unfair Business

Practice (07) Civil Rights (e.g., discrimination,

false arrest) (not civil harassment) (08)

Defamation (e.g., slander, libel) (13)

Fraud (16) Intellectual Property (19) Professional Negligence (25)

Legal Malpractice Other Professional Malpractice

(not medical or legal) Other Non-Pl/PD/WO Tort (35)

Employment Wrongful Termination (36) Other Employment (15)

GM-010 [Rev. July 1, 2007]

Contract Breach of Contract/Warranty (06)

Breach of Rental/Lease Contract (not unlawful detainer

or wrongful eviction) Contract/Warranty Breach-Seller

Plaintiff (not fraud or negligence) Negligent Breach of Contract/

Warranty Other Breach of Contract/Warranty

Collections (e.g., money owed, open book accounts) (09) Collection Case-Seller Plaintiff Other Promissory Note/Collections

Case Insurance Coverage (not provisionally

complex) (18) Auto Subrogation Other Coverage

Other Contract (37) Contractual Fraud Other Contract Dispute

Real Property Eminent Domain/Inverse

Condemnation (14) Wrongful Eviction (33) Other Real Property (e.g., quiet title) (26)

Writ of Possession of Real Property Mortgage Foreclosure Quiet Title Other Real Property (not eminent domain, landlord/tenant, or foreclosure)

Unlawful Detainer Commercial (31) Residential (32) Drugs (38) (if the case involves illegal

drugs, check this item; otherwise, report as Commercial or Residential)

Judicial Review Asset Forfeiture (05) Petition Re: Arbitration Award (11) Writ of Mandate (02)

Writ-Administrative Mandamus Writ-Mandamus on Limited Court

Case Matter Writ-Other Limited Court Case

Review Other Judicial Review (39)

Review of Health Officer Order Notice of Appeal-Labor

Commissioner Appeals

CIVIL CASE COVER SHEET

Provisionally Complex Civil Litigation {Cal. Rules of Court Rules 3.400-3.403)

Antitrust/Trade Regulation (03) Construction Defect (10) Claims Involving Mass Tort (40) Securities Litigation (28) Environmental/Toxic Tort (30) Insurance Coverage Claims

(arising from provisionally complex case type listed above) ( 41)

Enforcement of Judgment Enforcement of Judgment (20)

Abstract of Judgment (Out of County)

Confession of Judgment (nondomestic relations)

Sister State Judgment Administrative Agency Award

(not unpaid taxes) Petition/Certification of Entry of

Judgment on Unpaid Taxes Other Enforcement of Judgment

Case Miscellaneous Civil Complaint

RICO (27) Other Complaint (not specified

above) (42) Declaratory Relief Only Injunctive Relief Only (non-

harassment) Mechanics Lien Other Commercial Complaint

Case (non-tort/non-complex) Other Civil Complaint

(non-tort/non-complex) Miscellaneous Civil Petition

Partnership and Corporate Governance (21)

Other Petition (not specified above) (43) Civil Harassment Workplace Violence Elder/Dependent Adult

Abuse Election Contest Petition for Name Change Petition for Relief From Late

Claim Other Civil Petition

of2

SHORT TITLE: CASE NUMBER

VNET IT v. MISSION COMMUNITY

CIVIL CASE COVER SHEET ADDENDUM AND STATEMENT OF LOCATION CERTIFICATE OF GROUNDS FOR ASSIGNMENT TO COURTHOUSE LOCATION

This form is required pursuant to LASC Local Rule 2.0 in all new civil case filings in the Los Angeles Superior Court.

Item I. Check the types of hearing and fill in the estimated length of hearing expected for this case:

JURYTRIAL? DYES CLASSACTION? DYES LIMITED CASE? DYES TIMEESTIMATEDFORTRIAL2 0 HOURStlli DAYS Item II. Select the correct district and courthouse location (4 steps'- If you checked "Limited Case", skip to Item Ill, Pg. 4): Step 1: After first completing the Civil Case Cover Sheet Form, find the main civil case cover sheet heading for your case in

the left margin below, and, to the right in Column A, the Civil Case Cover Sheet case type you selected.

Step 2: Check QM Superior Court type of action in Column B below which best describes the nature of this case.

Step 3: In Column C, circle the reason for the court location choice that applies to the type of action you have checked. For any exception to the court location, see Los Angeles Superior Court Local Rule 2.0.

Applicable Reasons for Choosing Courthouse Location (see Column C below) 1. Class Actions must be filed in the County Courthouse, Central District. 2. May be filed in Central (Other county, or no Bodily Injury/Property Damage). 3. Location where cause of action arose. 4. Location where bodily injury, death or damage occurred. 5. Location where performance required or defendant resides.

6. Location of property or permanently garaged vehicle. 7. Location where petitioner resides. 8. Location wherein defendant/respondent functions wholly. 9. Location where one or more of the parties reside. 10. Location of Labor Commissioner Office.

Step 4 f . I : Fill in the in ormat1on reauested on oaae 4 in tern Ill ; complete Item I v s· 1c:m the d ecarat1on.

t: 0 l-o ..... ::, c:i:

> ..... ..... .. .. 0 8.. l-o .c .. ..... a. n,

- QI ~c ::, -.... ::, .5 '&. - c: n, 0 c: .. 5l 3: .. -QI QI a. c: .. n, QI E .c n, c5 c

..... > .. ..... 0 ai IQ. .c 0 ..... .. n, a. QI >c :; "S ....... c: Cl - c: iii E § 3: 0-.. QI QI Cl a. n, c: E O n, zc

A Civil Case Cover Sheet

Category No.

Auto (22)

Uninsured Motorist (46)

Asbestos (04)

Product Liability (24)

Medical Malpractice (45)

Other Personal Injury

Property Damage Wrongful Death

(23)

Business Tort (07)

Civil Rights (08)

Defamation (13)

Fraud (16)

LACIV 109 (Rev. 01/07)

LASC Approved 03-04

B Type of Action

(Check only one)

0 A7100 Motor Vehicle - Personal Injury/Property Damage/Wrongful Death

0 A711 O Personal Injury/Property Damage/Wrongful Death - Uninsured Motorist

0 A6070 Asbestos Property Damage

0 A7221 Asbestos - Personal Injury/Wrongful Death

0 A7260 Product Liability (not asbestos or toxic/environmental)

0 A7210 Medical Malpractice - Physicians & Surgeons

0 A7240 Other Professional Health Care Malpractice

O A7250 Premises Liability (e.g., slip and fall)

O A7230 Intentional Bodily Injury/Property Damage/Wrongful Death (e.g., assault, vandalism, etc.)

0 A7270

0 A7220

0 A6029

0 A6005

0 A6010

0 A6013

Intentional Infliction of Emotional Distress

Other Personal Injury/Property Damage/Wrongful Death

Other Commercial/Business Tort (not fraud/breach of contract)

Civil Rights/Discrimination

Defamation (slander/libel)

Fraud (no contract)

CIVIL CASE COVER SHEET ADDENDUM AND STATEMENT OF LOCATION

c Applicable Reasons -

See Step 3 Above

1., 2., 4.

1., 2., 4.

2.

2 .

1., 2., 3., 4., 8 .

1., 2., 4.

1., 2., 4.

1., 2., 4 .

1., 2., 4.

1., 2., 3.

1., 2., 4 .

1., 2., 3.

1., 2., 3.

1., 2., 3.

1., 2., 3.

LASC, rule 2.0

Page 1 of 4

al en

CASE NUMBER E SHORT TITLE:

«1 VNET IT v. MISSION COMMUNITY c -: >"ti t.., Q) c: 0. 0 e~ a. .... >o 5 1-'i: ..c: - .... - «I «I Q) c: c £-.. :::, ,f 0) ' c: c: 0

~ 3: ..... c: a., E > 0 'ii E w

0 «I .. ..... c: 0

(.)

~ a., a. 0 d: "ffi a:

A Civil Case Cover Sheet Category No.

Professional Negligence

(25)

Other (35)

Wrongful Termination (36)

Other Employment (15)

Breach of Contract/ Warranty

(06) {not insurance)

Collections (09)

Insurance Coverage (18)

Other Contract (37)

Eminent Domain/Inverse

Condemnation (14)

Wrongful Eviction (33)

Other Real Property (26)

Unlawful Detainer-Commercial (31)

Unlawful Detainer-Residential (32)

Unlawful Detainer-Drugs (38)

Asset Forfeiture (05)

Petition re Arbitration (11)

LACIV 109 (Rev. 01/07)

LASC Approved 03-04

D

D

D

D

D D

D D

D

~

D D

D

D D D

D

D

D D D

D

D

D

D

D

B Type of Action

{Check only one)

A6017 Legal Malpractice

A6050 Other Professional Malpractice {not medical or legal)

A6025 Other Non-Personal Injury/Property Damage tort

A6037 Wrongful Termination

A6024 Other Employment Complaint Case

A6109 Labor Commissioner Appeals

A6004 Breach of Rental/Lease Contract {not Unlawful Detainer or wrongful eviction)

A6008

A6019

A6028

A6002

A6012

A6015

A6009

A6031

A6027

A7300

A6023

A6018

A6032

A6060

A6021

A6020

A6022

A6108

A6115

Contract/Warranty Breach -Seller Plaintiff (no fraud/negligence)

Negligent Breach of Contract/Warranty (no fraud}

Other Breach of Contract/Warranty (not fraud or negligence)

Collections Case-Seller Plaintiff

Other Promissory Note/Collections Case

Insurance Coverage {not complex)

Contractual Fraud

Tortious Interference

Other Contract Dispute{not breach/insurance/fraud/negligence)

Eminent Domain/Condemnation Number of parcels ___

Wrongful Eviction Case

Mortgage Foreclosure

Quiet Title

Other Real Property (not eminent domain, landlord/tenant, foreclosure)

Unlawful Detainer-Commercial (not drugs or wrongful eviction)

Unlawful Detainer-Residential (not drugs or wrongful eviction)

Unlawful Detainer-Drugs

Asset Forfeiture Case

Petition to Compel/ConfirmNacate Arbitration


c Applicable Reasons -See Step 3 Above

1., 2., 3.

1., 2., 3.

2.,3.

1., 2., 3.

1., 2., 3.

10.

2., 5.

2., 5.

1., 2., 5.

1., 2., 5.

2., 5., 6.

2., 5.

1., 2., 5., 8.

1., 2., 3., 5.

1., 2., 3., 5.

1., 2., 3., 8.

2.

2., 6.

2., 6.

2., 6.

2., 6.

2., 6.

2., 6.

2., 6.

2., 6.

2., 5.

LASC, rule 2.0

Page 2 of 4

>< (I)

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A Civil Case Cover Sheet

Category No.

Writ of Mandate

(02)

Other Judicial Review (39)

Antitrust/Trade Regulation (03)

Construction Defect (10)

Claims Involving Mass Tort (40)

Securities Litigation (28)

Toxic Tort Environmental (30)

Insurance Coverage Claims from Complex

Case(41)

Enforcement of Judgment

(20)

RICO (27)

Other Complaints (Not Specified Above)

(42)

Partnership Corporation Governance(21)

Other Petitions (Not Specified Above)

(43)

LACIV 109 (Rev. 01/07)

LASC Approved 03-04

B Type of Action

(Check only one)

D A6151 Writ - Administrative Mandamus

D A6152 Writ - Mandamus on Limited Court Case Matter

D A6153 Writ - Other Limited Court Case Review

D A6150 Other Writ /Judicial Review

O A6003 Antitrust/Trade Regulation

D A6007 Construction defect

D A6006 Claims Involving Mass Tort

D A6035 Securities Litigation Case

D A6036 Toxic Tort/Environmental

D A6014 Insurance Coverage/Subrogation (complex case only)

D A6141 Sister State Judgment

D A6160 Abstract of Judgment

D A6107 Confession of Judgment (non-domestic relations)

D A6140 Administrative Agency Award (not unpaid taxes)

D A6114 Petition/Certificate for Entry of Judgment on Unpaid Tax

D A6112 Other Enforcement of Judgment Case

D A6033 Racketeering (RICO) Case

D A6030 Declaratory Relief Only

D A6040 Injunctive Relief Only (not domestic/harassment)

D A6011 Other Commercial Complaint Case (non-tort/non-complex)

D A6000 Other Civil Complaint (non-tort/non-complex)

D A6113 Partnership and Corporate Governance Case

D A6121 Civil Harassment

D A6123 Workplace Harassment

D A6124 Elder/Dependent Adult Abuse Case

D A6190 Election Contest

D A6110 Petition for Change of Name

D A6170 Petition for Relief from Late Claim Law

D A6100 Other Civil Petition


c Applicable Reasons -

See Step 3 Above

2., 8.

2.

2.

2., 8.

1., 2., 8.

1., 2., 3.

1., 2., 8.

1., 2., 8.

1., 2., 3., 8.

1., 2., 5., 8.

2., 9.

2., 6.

2., 9.

2., 8.

2., 8.

2., 8., 9.

1., 2., 8.

1., 2., 8.

2., 8.

1., 2., 8.

1., 2., 8.

2., 8.

2., 3., 9.

2., 3., 9.

2., 3., 9.

2.

2., 7.

2., 3., 4., 8.

2., 9.

LASC, rule 2.0

Page 3 of 4



Item Ill. Statement of Location: Enter the address of the accident, party's residence or place of business, performance, or other circumstance indicated in Item II., Step 3 on Page 1, as the proper reason for filing in the court location you selected.

REASON: CHECK THE NUMBER UNDER COLUMN C ADDRESS: 14850 Roscoe Blvd

WHICH APPLIES IN THIS CASE

01. 02. 03. 04. IZl5. 06. 07. 08. 09. 010.

CITY: STATE: ZIP CODE:

Panorama CA 91402

Item IV. Declaration of Assignment: I declare under penalty of perjury under the laws of the State of California that the foregoing is

true and correct and that the above-entitled matter is properly filed for assignment to the van Nuys courthouse in the

Northwest District of the Los Angeles Superior Court (Code Civ. Proc.,§ 392 et seq., and LASC Local Rule 2.0,

subds. (b), (c) and (d)).

Dated: 6/9/15 (SIGNATURE OF ATTORNEY/FILING PARTY)

PLEASE HAVE THE FOLLOWING ITEMS COMPLETED AND READY TO BE FILED IN ORDER TO PROPERLY COMMENCE YOUR NEW COURT CASE:

1. Original Complaint or Petition.

2. If filing a Complaint, a completed Summons form for issuance by the Clerk.

3. Civil Case Cover Sheet form CM-010.

4. Complete Addendum to Civil Case Cover Sheet form LACIV 109 (Rev. 01/07), LASC Approved 03-04.

5. Payment in full of the filing fee, unless fees have been waived.

6. Signed order appointing the Guardian ad Litem, JC form FL-935, if the plaintiff or petitioner is a minor under 18 years of age, or if required by Court.

7. Additional copies of documents to be conformed by the Clerk. Copies of the cover sheet and this addendum must be served along with the summons and complaint, or other initiating pleading in the case.

LACIV 109 (Rev. 01/07)

LASC Approved 03-04


LASC, rule 2.0

Page4 of4

SUMMONS (CITACION JUDICIAL)

NOTICE TO DEFENDANT: (A VISO AL DEMANDADO):

MC-025 Attached.

YOU ARE BEING SUED BY PLAINTIFF: (LO ESTA DEMANDANDO EL DEMANDANTE):

VNET IT, INC.

SUM-100 FOR COURT USE ONLY

(SOLO PARA USO DE LA CORTE)

NOTICE! You have been sued. The court may decide against you without your being heard unless you respond within 30 days. Read the information below.

You have 30 CALENDAR DAYS after this summons and legal papers are served on you to file a written response at thi~ourt and have a copy served on the plaintiff. A letter or phone call will not protect you. Your written response must be in proper legal form if you want the court to hear your case. There may be a court form that you can use for your response. You can find these court forms and more information at the California Courts Online Self-Help Center (www.courtinfo.ca.gov/se/fhelp), your county law library, or the courthouse nearest you. If you cannot pay the filing fee, ask the court clerk for a fee waiver form. If you do not file your response on time, you may lose the case by default, and your wages, money, and property may be taken without further warning from the court.

There are other legal requirements. You may want to call an attorney right away. If you do not know an attorney, you may want to call an attorney referral service. If you cannot afford an attorney, you may be eligible for free legal services from a nonprofit legal services program. You can locate these nonprofit groups at the California Legal Services Web site (www.lawhelpcalifornia.org), the California Courts Online Self-Help Center (www.courtinfo.ca.gov/selfhelp), or by contacting your local court or county bar association. NOTE: The court has a statutory lien for waived fees and costs on any settlement or arbitration award of $10,000 or more in a civil case. The court's lien must be paid before the court will dismiss the case. ;AVISO! Lohan demandado. Si no responde dentro de 30 dias, la carte puede decidir en su contra sin escuchar su version. Lea la informaci6n a continuaci6n.

Tiene 30 DIAS DE CALENDARIO despues de que le entreguen esta citaci6n y papeles lega/es para presentar una respuesta par escrito en esta carte y hacer que se entregue una copia al demandante. Una carta o una 1/amada telef6nica no lo protegen. Su respuesta por escrito tiene que estar en Formato legal correcto si desea que procesen su caso en la carte. Es posible que haya un formulario que usted pueda usar para su respuesta. Puede encontrar estos formularios de la carte y mas informaci6n en el Centro de Ayuda de las Cortes de California (www.sucorte.ca.gov), en la biblioteca de /eyes de su condado o en la carte que le quede mas cerca. Si no puede pagar la cuota de presentaci6n, pida al secretario de la carte que le de un formulario de exenci6n de pago de cuotas. Si no presenta su respuesta a tiempo, puede perder el caso por incumplimiento y la carte le podra quitar su sue/do, dinero y bienes sin mas advertencia.

Hay otros requisitos legales. Es recomendable que /lame a un abogado inmediatamente. Si no conoce a un abogado, puede llamar a un servicio de remisi6n a abogados. Si no puede pagar a un abogado, es posible que cumpla con las requisitos para obtener servicios legales gratuitos de un programa de servicios legales sin fines de fucro. Puede encontrar estos grupos sin fines de lucro en el sitio web de California Legal Services, (www.lawhelpcalifornia.org), en el Centro de Ayuda de las Cortes de California, (www.sucorte.ca.gov) o poniendose en contacto con fa carte o el colegio de abogados locales. AV/SO: Por ley, la carte tiene derecho a reclamar las cuotas y las costos exentos par imponer un gravamen sabre cualquier recuperaci6n de $10,000 6 mas de valor recibida mediante un acuerdo o una concesi6n de arbitraje en un caso de derecho civil. Tiene que pagar el gravamen de la carte antes de que la carte pueda desechar el caso.

The name and address of the court is: (El nombre y direcci6n de la corte es): Los Angeles Superior Court 6230 Sylmar A venue Van Nuys, CA 91401

CASE NUMBER: (Numero def Caso):

The name, address, and telephone number of plaintiff's attorney, or plaintiff without an attorney, is: (El nombre, la direcci6n y el numero de telefono def abogado def demandante, o def demandante que no tiene abogado, es): Jonathan W. Birdt, 18252 Bermuda Street, Porter Ranch, CA 91326. Tel. 818-400-4485

DATE: Clerk, by (Fecha) (Secretario)

(For proof of service of this summons, use Proof of Service of Summons (form POS-010).)

, Deputy (Adjunto)

(Para prueba de entrega de esta citation use el forrriulario Proof of Service of Summons, (POS-010)).

[SEAL]

Form Adopted for Mandatory Use Judicial Council of California SUM-100 [Rev. July 1, 2009]

NOTICE TO THE PERSON SERVED: You are served 1. CJ as an individual defendant. 2. CJ as the person sued under the fictitious name of (specify):

3. CJ on behalf of (specify):

under: CJ CCP 416.10 (corporation) D CCP 416.20 (defunct corporation)

D CCP 416.40 (association or partnership)

CJ other (specify): 4. CJ by personal delivery on (date):

SUMMONS

D D D

CCP 416.60 (minor) CCP 416.70 (conservatee)

CCP 416.90 (authorized person)

Pae1of1

Code of Civil Procedure§§ 412.20, 465 www.court.info.ca.gov

MC-025

SHORT TITLE: CASE NUMBER:

VNET IT, INC v. MISSION COMMUNITY

ATTACHMENT (Number): _1 ____ _

(This Attachment may be used with any Judicial Council form.)

MISSION COMMUNITY HOSPITAL FOUNDATION, INC., DAVID HERMAN, RICHARD CHAMOW, DEANCO EQUIPMENT LEASING, LLC, DEANCO HEALTHCARE PANORAMA CITY, LLC, DEANCO HEALTHCARE FINANCIAL, LLC, DEANCO HEALTHCARE REALTY, LLC, DEANCO HEALTHCARE, LLC, DEANCO MANAGEMENT SERVICES, LLC, DEANCO PANORAMA CITY HOLDINGS, LLC, DEANCO REALCO HOLDINGS, LLC, GLENN A. MARSHAK, HERMAN LIVING TRUST,DATED FEBRUARY 20, 1997, THE GLENN AND NATHALIE MARSHAK FAMILY LIVING TRUST DATED JUNE 23, 2013, CHAMOWFAMILYTRUST,DATED AUGUST 9,2004, SOUTHERN CALIFORNIA VITAL SOLUTIONS, INC. AND DOES 1-100.

(/fthe item that this Attachment concerns is made under penalty of perjury, all statements in this Attachment are made under penalty of perjury.)

Form Approved for Optional Use Judicial Council of California MC-025 [Rev. July 1, 2009]

ATTACHMENT to Judicial Council Form

Page_2_ of 2

(Add pages as required) www.courtinfo.ca.gov

1 Jonathan W. Birdt, CA Bar# 183908 Law Office of Jonathan W. Birdt

2 18252 Bermuda Street Porter Ranch, CA 91326

3 jon(q1jonbirdt.com Phone 818-400-4485

4 Fax 818-428-1384

5 Attorney for VNET IT, INC.

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8 SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF LOS ANGELES - CENTRAL DISTRICT 9

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VNET IT, INC, ~ )

Plaintiff, ) vs. )

)

MISSION COMMUNITY HOSPITAL ~ FOUNDATION, INC., DAVID HERMAN, ) RICHARD CHAMOW, DEANCO ~ EQUIPMENT LEASING, LLC, DEANCO ) HEALTHCARE PANORAMA CITY, LLC, ) DEANCO HEALTHCARE FINANCIAL, ~ LLC, DEANCO HEALTHCARE REALTY, ) LLC, DEANCO HEALTHCARE, LLC, ) DEANCO MANAGEMENT SERVICES, ~ LLC, DEAN CO PANORAMA CITY ) HOLDINGS, LLC, DEANCO REALCO ) HOLDINGS, LLC, GLENN A. MARSHAK, ~ HERMAN LIVING TRUST, DATED ) FEBRUARY 20, 1997, THE GLENN AND ) NATHALIE MARSHAK FAMILY LIVING ~ TRUST DATED JUNE 23, 2013, CHAMOW ) FAMILY TRUST, DATED AUGUST 9, ) 2004, SOUTHERN CALIFORNIA VITAL ~ SOLUTIONS, INC. AND DOES 1-100. )

) Defendant )

Case No.:

COMPLAINT FOR:

1. BREACH OF CONTRACT 2. COMMON COUNTS 3. QUANTUM MERUIT

Complaint - 1

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2 Comes now VNET IT, INC, who allege against Defendants that:

3 1. Plaintiff, VNET IT, INC, is a Corporation that has provided computer support services to

4 Mission Community Hospital and various medical practices and groups at the request of

5 Defendants pursuant to the Contract attached hereto as exhibit and subsequent oral and

6 written requests.

7 2. Defendant MISSION COMMUNITY HOSPITAL FOUNDATION, INC. is an entity that

s operates Mission Community Hospital and is owned by Defendants GLENN A.

g MARSHAK, DAVID HERMAN and RICHARD CHAMOW independently and through

10 their various trusts and holding companies, including Defendants; DEAN CO

11 EQUIPMENT LEASING, LLC, DEANCO HEALTHCARE PANORAMA CITY, LLC,

12 DEANCO HEALTHCARE FINANCIAL, LLC, DEANCO HEALTHCARE REALTY,

u LLC, DEANCO HEALTHCARE, LLC, DEANCO MANAGEMENT SERVICES, LLC,

14 DEAN CO PANORAMA CITY HOLDINGS, LLC, DEAN CO REALCO HOLDINGS,

15 LLC,, HERMAN LIVING TRUST, DATED FEBRUARY 20, 1997, THE GLENN AND

16 NATHALIE MARSHAK FAMILY LIVING TRUST DATED JUNE 23, 2013, CHAMOW

17 FAMILY TRUST, DATED AUGUST 9, 2004, SOUTHERN CALIFORNIA VITAL

1s SOLUTIONS, INC. AND DOES 1-100

19 3. Defendants GLENN A. MARSHAK, DAVID HERMAN and RICHARD CHAMOW are

2 o the alter ego of each and every other Defendant having created a complicated Corporate

21 structure designed to both siphon off and use Hospital assets for their personal benefit, but

2 2 also to hide the fact that GLENN A. MARSHAK is in fact the true owner of the hospital in

2 3 violation of Federal prohibitions under the Stark Act, barring physician ownership of

2 4 hospitals.

25 4. Any Corporate structure must be disregarded as it was created for an illegal purpose, and

2 6 Defendants have not respected the corporate form by using the hospital to bail out and

2 7 hide millions in losses through Medical Clinics owned by MARSHAK. Defendants,

2 8 responsible for the management of the Hospital have so severely depleted Corporate assets

Complaint - 2

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for their own benefits that they regular have services turned off at various offices and

currently are judgment debtors on unsatisfied debts related to the operation and

management of the hospital.

5. Plaintiff has also provided services pursuant to this agreement and at the request of

Defendants directly to the individual parties, including computer and telephone work at

the home of Defendant Marshak, and at various entities under the control of Defendants

collectively.

FIRST CAUSE OF ACTION

Breach of Contract

6. Defendants have entered in to a series of contracts as Mission Hospital and through

various other entities under their control to provide computer support services and product

7. Defendants have failed to pay the amounts due under the contracts and have further

breached multiple agreements to make payments on the balance due.

8. Plaintiff has performed all obligations under the contracts for services provided to

Defendants and while Defendants have made partial payments in an effort to reduce the

balance, they still owe in excess of$330,000 before the addition of interest, penalties and

fees incurred.

SECOND CAUSE OF ACTION

Common Counts.

9. Plaintiff incorporates the preceding paragraphs as though fully set forth herein.

IO.The parties have entered into a series of transactions for which Plaintiff has provided

goods and services and Defendants have provided payments, but leaving a balance due in

excess of $330,000 as reflected in the accounting attached hereto as Exhibit B.

11. Plaintiff has demanded payment of the amounts due, and Defendants have refused to pay.

THIRD CAUSE OF ACTION

Quantum Meruit

12. Plaintiff has provided substantial goods and services to Defendants, but Defendants

have failed dot pay the amounts due in full despite demand upon them.

Complaint - 3

1 Wherefore, Plaintiff prays for:

2 a. an award of Damages for the contractual balance due, b. An award for the reasonable value of services rendered, c. Attorney fees incurred,

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4 d. Pre-judgment interest from June 1, 2015 to the date of judgment. e. whatever other relief the Court deems just and pro

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Complaint - 4

[J,t Networks

VNETITINC. 13636 Ventura Blvd Suite 124

Shennan Oaks, CA 91423 (PH) 866-486-3848 (EX) 818-584-8911

www.vnetit.com

INFORMATION TECHNOLOGY SERVICES

March 21, 2011

Client:

(Mission Community Hospital)

Mr. Ash Dave~

Mission Community Hospital is in need of onsite helpdesk IT services to assist in an existing managed network. With the cun-ent challenges with the network and server situation, outsourcing these services

will allow the ownei-s/management to focus on other aspects of the business.

Contract Number: 60123-2011

VNET IT INC. - 13636 Ventura Blvd Suite #124 - Sherman Oaks, CA 91423 (PH) 866.4.VNET.IT- (FX) 818.5.84.8911 - vv\vvv.vnctitcom

CONSULTING SERVICES AGREEMENT

THIS AGREEMENT (the uAgreement") is entered into on April l, 2011, between VNET IT INC. {"Consultant"), with its principal place of business located at 13636 Ventura Blvd Suite #124, Sherman Oaks, California, 91423 and Mission Community Hospital. (,.Client"), with its principal place of business located at 14850 Roscoe Blvd. Panorama City, CA 91402, and shall be effective as of April 1, 2011 (the "Effective Date").

RECITALS

WHEREAS, Consultant is engaged in the business of providing Helpdesk Support and

WJ-IEREAS, Client wishes to utilize the services of Consultant in connection with IT Support at each of the below referenced locations:

Panorama Office: 14850 Roscoe Blvd. Panorama City, CA 91402

ln consideration of the recitals above and the mutual covenants set forth in this Agreement, Consultant and Client agree as follows:

l. Scope of Senices

Consultant \Vill perform the work described in Exhibit A C'Consultanfs \ll ork0 or the "Work") subject to the terms contained therein and as set forth below.

2. Price and Payment Terms

Client agrees to cooperate with Consultant's reasonable requests ,:vith respect to the scheduling and performance of the workand topay Consultant for Consultant's Work in accordance with Exhibit A: Statement of Work.

3. Term

The term of this Agreement as to all services stated in the attached Exhibit A shall commence on the "Effective Date" as referenc.ed above and shall continue for an initial period as set forth in Section 4 of the attached Exhibit A ("'Initial Term"), and the renewal terms shall be one ( 1) year each ("Renewal Term''). If neither party gives vvritten notice to the other party at least 30 days before the expiration of the then-current Initial Term or Renewal Term, this Agreement shall automatically renew for a Renewal Term or until otherwise terminated under the terms of this Agreernent. The initial 90 days will be considered the trial period where the client can cancel without entering into the yearly agreement of this contract.

VNET IT INC. - 13636 Ventura Blvd Suite #124- Sherman Oaks, CA 91423 (PH) 866.4.VNET.IT- (FX) 818.584.8911 - www.vnetitcom

4. Termination

In the event of a breach of any provision of this Agreement, the non-breaching party shall notify the breaching pa1iy in writing of the specific nature of the breach and request that the breach be cured. ff the breaching party does not cure within 30 days notice of any material breach of this Agreement, the non-breaching party may immediately terminate this Agreement upon written notice to the breaching party. Termination for breach shall not preclude the terminating party from exercising all other remedies available under this Agreement.

5. Ownership of Intellectual Property

To the extent that Consultant has received payment as provided in this Agreement, Consultant hereby assigns to Client all right, title, and interest in any intellectual property created or developed by Consultant for Client under this Agreement. Consultantacknowledges that said intellectual property rights shall pass to Client to the extent payments have made, even if not all payments are made hereunder for any reason.

6. Confidential Information

A AH information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, shall be held in confidence by Consultant and shall not be disclosed or used by Consultant except to the extent that such disclosw:e or use is reasonably necessary to the performance of Consultant's Work, but only then with prior advance written consent of Client, which consent may be withheld in Client's sole and absolute discretion.

B, AH information relating to Consultant that is kno\vn to be confidential or proprietary, or which is clearly marked as such, shall be held in confidence by Client and shall not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client's duties and obligations under this Agreement. but only then with prior advance written consent of Consultant, which consent may be withheld in Consultants' sole and absolute discretion ..

C. Consultant shall keep strictly confidential all information disclosed by Client but this duty of conlidentiality shall not apply with respect to information that is independently developed by the parties, la,vfully becomes a part of the public domain, o.r of which the parties gained knowledge or possession free of any confidentiality obligation. Consultant shall return any confidential information to Client upon Client's request. The provisions of this confidentiality clause shall survive tennination of this Agreement.

7. Warran~' and Disclaimer

Consultant wan1illts that Consultant's Work will be provided in a fi ma1111er, and otherwise in conformity with generally prevailing industry situated work.

class, workmanlike ards for sin1ilarly

VNET IT INC. - 13636 Ventura Blvd Suite #124 - Sherman Oaks, CA 91423 (PH) 866.4.VNET.IT - (FX) 818.584.8911 - .!D'.l~ill(ll.~Lil

Client acknowledges that no computer system or software can be made completely stable or secure, and that Consultant cannot guarantee the stability, safety or security of client's network or data. Nevertheless, Consultant warrants the Work will be provided in such a manner so as to provide the highest degree of security reasonably available under the circumstances and in all instances appropriate for the nature of Client's business. After completion of the Work, Client shall be solely responsible for implementing and monitoring appropriate operational and security procedures to be delivered by Consultant hereunder, and for making appropriate backup copies of all data, as Client deems appropriate.

8. Limitation of Remedies

Client's sole and exclusive remedy for any claim against Consultant with respect to Consultant's Work shall be the correction by Consultant of any material defects or deficiencies therein, of which Client notifies Consultant in writing within one ( 1) year after completion of that portion of Consultant's Work. In the absence of any such notice, Consultant's Work shall be deemed satisfactory to and accepted by Client upon its full completion and installation in accordance with the terms of this Agreement.

9. Limitation of Liability

In no event shall Consultant be liable for any loss of profit or revenue by Client, or for any other consequential, incidental, indirect or economic damages incurred or suffered by Client arising as a result of or related to Consultant's Work, whether in contract, tort, or otherwise, even if Client has been advised of the possibility of such loss or damages. Client further agrees that the total liability of Consultant for all claims of any kind arising as a result of or related to this Agreement, or to any act or omission of Consultant, whether in contract, tort or otherwise, shall not exceed an amount equal to the amount of the contract price referenced in Exhibit A hereto.

10. Applicable Law and Arbitration

This Agreement is entered into in the State of California and shall be governed by the laws of the State of California. Any claim under this agreement shall be exclusively settled by arbitration in Los Angeles, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the Arbitrator or Arbitrators appointed by the American Arbitration and Association, who shall follow the laws of the State of California, shall be final and conclusive as to all parties to such dispute. The costs of arbitration shall be borne equally by the parties. The provisions of this clause shall survive termination of this Agreement.

11. Relation of Parties

The performance by Consultant of its duties and obligations under this Agreement shall be that of an independent contractor, and nothing herein shall create or imply an agency relationship between Consultant and Client, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties.

VNET IT INC. - 13636 Ventura Blvd Suite #124 ~ Sherman Oaks, CA 91423 (PH) 866.4.VNET.IT- (FX) 818.584.8911 -w,vvv.vnetitcom

12. Employee Solicitation/Hiring

During the term of this Agreement and for twelve (12) months thereafter, neither party shall directly or indirectly solicit any employee, former employee, subcontractor, or former subcontractor of the other. The terms "former employee" and "former subcontractor" shall include only those employees or subcontractors of either party who were employed or utilized by that party on the Effective Date of this Agreement. Furthermore, the parties understand and agree that this non-solicitation provision shall remain in full force and effect even if this Agreement is not consummated in accordance with the terms hereof. The Client does have the option of directly hiring a subcontractor for 50% of the yearly contract amount - finder's foe at the end of the contract term of one full year. The Client must submit in writing the intent to hire a subcontractor before (60) days of contract end date.

13. Miscellaneous Provisions

A. Consultant agrees to notify client in writing if it intends to subcontract any part of the Work to an independent contractor, and such assignment, if at all, shall be subject to the consent of Client, not to be unreasonably withheld. Client may assign its rights and obligations under this Agreement in its reasonable discretion. Subject to the preceding restrictions, this Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, and assigns.

B. ln the event of any dispute, controversy, claim, lawsuit, or arbitration concerning this Agreement, its validity, interpretation, enforcement, or breach, the prevailing party, in addition to all other legal or equitable remedies possessed, shall recover its attorney's fees and costs incurred in connection with any such dispute, controversy, claim, lawsuit, or arbitration.

C. If any term of this Agreement is found to be unenforceable or contrary to law, it shall be modified to the least extent necessary to make it enforceable. and the temaining portions of this Agreement will remain in full force and effect.

D. For purposes of this Agreement, "Force Majeure" shall be defined as any or all prevention, delays or stoppages and/or the inability to obtain services, labor, materials or reasonable substitutes therefor, when such prevention, delay, stoppage or failure is due to strikes, lockouts, labor disputes, acts of God, governmental actions, civil commotion, fire or other casualty, and/or other causes beyond the reasonable control .of the party obligated to perform. Notwithstanding anything to the contrary contained in this Agreement, Force Majeure shall excuse the performance of such party for a period equal to any such prevention, delay, stoppage or inability. Therefore, if this Agreement specifies a time period for performance of an obligation by either party, that time period shall be extended by the period of any delay in such party's performance caused bya Force Majeure.

E. The waiver by any party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

VNET IT INC. - 13636 Ventura Blvd Suite #124 - Sherman Oaks, CA 91423 (PH) 866.4.VNET.IT - (FX) 818.584.8911 - \\'WW.vnetit.com

F. Ibis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof: and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

G. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one Agreement. The headings to sections of this Agreement are for convenient reference only and shall not be used in interpreting this Agreement.

H. Time is of the essence of each and every provisions of this Agreement of which time is an element.

L Each party agrees to perfonn any further acts and to execute and deliver such further documents which may be reasonably necessary to carry out the terms of this Agreement.

J. AH notices, demands, approvals, and other communications provided for in this Agreement shall be in writing and shall be effective upon the earlier of the following to occur: (a) when delivered to the recipient; (b) three (3) business days after deposit in a sealed envelope in the United States mail, postage prepaid by registered or certified mail, return receipt requested, or ( c) the next business day after deposit \\1th a nationally recognized overnight courier, in any event addressed to the recipient as set forth belm,v. All notices shall be sent to the addresses stated for the respective party in the opening paragraph of this Agreement The foregoing addresses may be changed by written notice given in accordance with this Section. If the date on which any notice to be given hereunder falls on a Saturday. Sunday or legal holiday, then such date shall automatically be extended to the next business day immediately following such Saturday, Sunday or legal holiday.

*IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above.

MISSION COMMUNITY HOSPITAL VNETITINC.

By: _____________ _ VNETITINC.

VNET IT INC. - 13636 Ventura Blvd Suite #124 - Sherman Oaks, CA 91423 (PH) 866.4.VNET.IT - (FX) 818.584.8911 - W\:Vw.vnetit.com

EXHIBIT A: STATEMENT OF WORK

TABLE OF CONTENTS

Preamble

1.0 Project Background 2.0 Project Summaries I Scope 3.0 Project Deliverables 4.0 Price and Payment 5.0 Expenses 6.0 Optional E-Ticket System

PREAMBLE

This Statement of Work is a part ofthat certain Consulting Services Agreement (the "Agreement") of even date by and between Mission Community Hospital, as Client and VNET IT INC., as Consultant. All statements of fact contained in this Statement of Work are subject to the terms and conditions set forth in the Agreement. All terms and conditions of the above described Agreement are incorporated herein and made part hereof as if such terms and conditions were set forth in this Exhibit A: Statement of Work. The terms and conditions set forth in the Agreement will control in the event of any inconsistency between such terms and conditions and the matters set forth in this Statement of Work.

1.0 Project Background Provide IT Support at Client's locations, listed on page 1 of the Agreement. VNET IT INC. will provide IT Services to include:

(l) Full time onsite helpdesk (level l) support technician who will provide support between the hours of Mon-Fri 8am- 5pm (hot including major holidays).

2.0 Scope Will provide onsite support for all Mission Community Hospital workstations including:

- Assisting end-users solve software and hardware. problems; answering any questions.

- Install software or make minor repairs to computers following design or installation directions.

- Setting up computer related equipment J verifying that the systems are running correctly. - Maintain records of telephone calls and e-mails,

- Track what types of problems, what was done to help, and what software they installed.

- Finding out what the issues are and find ways to effectively resolve them.

- Discuss with staff to learn what new equipment is needed andlorchanges need to be made.

- Refer major hardware or software problems to the company/vendor when needed.

- Assist in evaluating new software and hardware.

-Test commands and functions to detect errors and make sure everything is running correctly.

-Test and monitor software, hardware, and connected equipment.

VNET IT INC. - 13636 Ventura Blvd Suite #124- Sherman Oaks, CA 91423 (PH) 866.4.VNET.IT - (FX) 818.584.8911 - www.vnetit.com

2.1 Initial Setup-. This service includes setup of printers, scanners, e-mail setup (if applicable) and general consumer applications. May also include transfer of documents, bookmarks and settings from previous systems.

2.2 General Maintenance & Repair-·· Routine hardware checks, software updates, OS updates and file-structure related services.

2.3 Hardware & Software Installation - On.,site installation of hardware and application software. This service includes RAM upgrades, hard-,drives, PCI cards and peripherals. Some specialty hardware and industry specific software may require custom pricing to be discussed on a case-by-case basis.

2.4 Hardware & Software Troubleshooting- Isolate the cause of the problem(s) in the computing environment. Note: In some rare situations (such as hardware failure or incompatible hardware or software),issues may not be resolved and additional work outside scope of Work may be recommended by Consultant on terms as may be mutually agreed by the parties.

2.5 Needs Assessment - Custom support regarding hardware or software purchases to accomplish specific tasks or business goals.

2.6 Systems Integration- Installation of hardware into an existing computing environment. Services include setup of any necessary software or hardware.

3.0 Project Deliverables Sut,_ject to timely payment, the deliverables described hereafter (the "DeliverablesH) will be provided to Client in final form upon completion of the tasks described in this Statement of Work. Preliminary or draft versions of these Deliverables will be made available to Client for review during the course of the Project.

4.0 Price and Payment

Consultant is being hired on a fixed-price basis to perform the Services and provide the Deliverables described above. Any material change in the Services or Deliverables described above requires a written change order signed by the parties to this Agreement. Such change order may include an adjustment to the price or delivery dates. The fixed price for this Statement of Work is: $65,000 after the initial three month trial period.

Start Date: 04/01/l 1 - 04/01/12

4.1 lnvoices Services will be invoiced according to the following payment schedule: Payments are due twice on a month]y basis after the work has been completed ( 15 day periods) in the amount of:

Start Date: 04/01111 - 06/30/11 (Initial Trial Period) at $2,500.00 ($5,000.00 per month.) Start Date: 07/01/11 -04/01/12 (Annual Agreement) at $2,708.34 ($5,416.68 per month.)

VNET IT INC. - 13636 Ventura Blvd Suite #124- Sherman Oaks, CA 91423 (PH) 866.4.VNET.IT- (FX) 818.584.8911 - www.vnetit.com

4.2 Payment Client may not withhold any amounts due hereunder and Consultant reserves the right to cease work without prejudice if amounts are not paid when due. Any late payment will bear interest at the rate of one ( 5) percent per month or fraction thereof until paid. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum. Client will be given a 7 day grace period for payment.

5.0 Expenses Prices quoted for Services do not include and Client will reimburse out-of-pocket costs for equipmertt needed to maintain network (i.e. cables, monitors, hard drives) and the like. Client approval will be requested for any equipment purchases over $100.00.

Except as expressly approved by Client, Client will not be responsible for any travel within the service area of 10 miles of any of the current locations and to, from or between the said locations.

6.0 Optional Ticket System:

There are two available versions: l. E-Ticket System 2. E-Ticket System with IT Automation:

1. E-Ticket System - "vvill allow users to create tickets via their desktop (application based)

Onsite IT Staff can access, create, monitor and run reports off of a web-based po11al provided.

*Cost: $2.00 per workstation/server (monthly)

*Includes (I) Suppoti Technician Log-in. (Additional tech log-in license is $35 monthly)

2. E-Ticket System with IT Automation - will allow the above features plus remote access, network audit, and IT Automation features for IT Staff members both onsite and off site.

*Cost: $4.00 per workstation/server (monthly)

*Includes (1) Support Technician Log-in. (Additional tech logain license is $35 monthly)

*IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above.

VNETITINC.

VNET IT INC. - 13636 Ventura Blvd Suite #124 - Sherman Oaks, CA 91423 (PH) 866.4.VNET.IT- (FX) 818.584.8911 -w,.vw.vnetit.com

VNET IT INC. Your Total Information Technology Solution ...

DID YOU KNOW: 93% of companies that lost their data for 1 O days or more due to a disaster filed for bankruptcy within one year of the disaster.

l.T. SERVICES DISASTER RECOVERY

NETWORK SECURITY WEB I APPLICATION SERVICES

VNET IT INC. -13636 Ventura Blvd Suite #124 - Sherman Oaks, CA 91423 (PH) 866.4.VNETJT ~ (FX) 818.584.8911 - www.vnetit.com

Mission Comm.unity Quality

BUSINESS ASSOCIATE AGREEMENT

THIS AGREEM.ENT ( "this Agreeme11t") is made effective as of the ... .21 ... day of 03 ~ 2010 (the "Effective. Date"), by and between Mission Community Hospital a Califomia not-for profit corporation ("MCH") and VNET ff INC. ("Business Associate")~

ARTICLE 1: RECITALS

I. I The .Health Insurance Portability and Accountability Act of 1996 and regulations promulgated pursuant thereto, as amended and supplemented ("HIPA.A") prohibits MCH from disclosing electronically transmitted or maintained individually identifiable health information (''Protected Health Infonnation"} without satisfactory assurance that the recipient will appropriately safeguard such infonnation, unless the disclosure is to another health care provider for consultation or referral pt1rpo$es.

1.2 MCH desires to disclose Protected Health Information and Business Associate desires to accept information on the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration ofthe mutual covenants contained herein, it is agreed as follows:

ARTICLE 2: INCORPORATION OF RECITALS, .EXHIBITS, ETC.

The parties agree that the recitals are true and correct, and are hereby incorporated. The parties also agree that any referenced exhibits, schedules, documents, or instruments are hereby incorporated.

ARTICLE 3: COVENANTS OF BUSINESS ASSOCIATES AGREEMENTS

3 J Disclosure. Business_Associate shall not use or disclose the Protected Health Information other than as specifically provided in this Agreement or as pennitted or required by law.

3,2 Safeguards. Business Associate shall use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than specifically provided in the Agreement.

3.3 Reporting. Business Associate shaii promptly report to MCH (in no event longer than 5 business days) any use or disclosure of the Protected Health Information not specifically provided for in this Agreement of which Business Associate becomes aware.

MCH-9218 Business Associate Agreement l of 4

3.4 Subcontractors. Business Associate shall ensure that any subcontractor or agents to whom Business Associate provides Protected Heaith Information received fromMC:H agrees to the sanie restrictions and conditions that apply to the Busine.'ls Associate with respect to such protected Health Information.

3.5 Availability of PHl and Amendments. Business Associate shall make available Protected Health Infonuation in accordance with HIPPA and shall make corrections and.amendments of the Protected Health Information upon notice thereof by MCH.

3.6 Availability of Records. Business Associate shall make its internal practices. books, and records relating to the use and disclosru:e of Protected Health Infom1ation received from MCH available to the Secretary of Health and Human Services for purposes of determining MCH' compliance with HIPP A.

3.7 Effect of Termination. Upon terminationofthls agreement, if feasible, Business Associate shall return or destroy all Protected Health Infommtion received from MCH, or created or received by Business Associate on behalf of MCH, that Business Associate still maintains in any form and retain no copies of such information or, if such return or destruction is not feasible, extend the protections ofthe Agreement to the information and limit further uses and disclosures to those purposes that make the return of the information infeasible.

3.8 Corrections. Business Associate shall incorporate any amendments or corrections to Protected Health Infonuation when notified by MCH or pursuant to IDPP A.

3.9 Accounting of Disclosures. Business Associate will make available to MCH the information required by MCH to make an accounting of disclosures under HlPPA.

3.10 Other. Business Associate shall comply with such other requirements as necessary for MCH to satisfy to the "business associate" provisions ofHIPPA

3.1 l Termination. This agreement may be terminated immediately by MCH ifMCH detennines that Business Associate is in breach under this Section and Business Associate fails to take immediate action to cure such breach.

ARTICLE 2: INDEPENDENT CONTRACTOR

Each party shall be regarded as an independent contrnct.\1r for all purposes, including, without limitation, income ta.x and employment tax purposes, and shall represent such status to third parties. Neither party shall withhold any portion of the other's compensation for income, employment, oriother tax purposes. This agreement shall not make either party an agent, employee, partner, or joint of or with the other, and neither party shall bind or transact business in the other's name, or make r make representations or commitments on the other's behalf without prior written approval.

ARTICLE 5:STAN.DARD PROVISIONS

5.1 Remedies. fa the event of a breach of this Agreement by Business Associate, the parties acknowledge that the injury to MCH would be irreparable. And the monetary amount of damage therefrom would be difficult or impossible to determine. MCH shall have all remedies available by law or equity, specifically including, without limitation, entitlement as. a matter of course to an injunction or similar equitable relief without bond or with a nominal bond if allowed by law.

5.2 Avoidance of Violations; Modifications. Notwithstanding any provisions of this agreement, the parties shall not violate any applicable laws, rules, or regulations. The parties shall modify this Agreement to the extent necessary to comply with such laws, rules, and regulations.

MCH-9218 Business Associate Agreement 2of4

5.3 Indemnification. Business Associate (the "Indemnitor") shall indemnify and hold harmless MCH and its affiliates, officers, directors, agents, employees, and similar persons or entities (col1ectiveiy, the "Imdemnitee") for claims, liabilities, damages, or judgments (including legal fees) arising out of or related to lndemnitor's wrongfol or negligent conduct or Indemnitor's breach of this agreement. This provision shall survive the termination of the Agreement.

5 .4 Notices. All Notices and other communications required or permitted to be given under this agreement shall be in writing and shall he deemed to have been duly given, made, and received only when ( l) delivered personally, by messenger, or by recognized courier service &11ch as Federal Express, (2) sent by electronic facsimile with proof of verification. or {3) four days following the day when deposited in the U.S. Mail by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below:

If to Business Associate, to:

VNETIT INC.

13636 Ventura Blvd Suite 124

Sherman Oaks. CA 91423

Attn: Oipak Reddy

lfto MCH, to:

Mission Community Hospital 14850 Roscoe Boulevard Panorama City Calif. 91402 Attn: Judy Kowalski

5.5 Amendment No amendment to this agreement shall be effective unless it .is in writing, attached to, or made a part of this Agreement, and executed by a duly authorized representative of each party.

5 .6 Assignment. This Agreement and. al I of the provisions hereof shall be binding ttpon and inure tQ the benefit of the parties and their representative successors and permitted assigns, However, neither this Agreement nor any of the rights, interests or obHgations hereU11der shall be assigned by any party hereto (including to subcontractors) without the prior written consent of the other party; provide(!, however, that such consent shall not be unreasonably withheld. Not withstanding the foregoing, this Agreement tnay be assigned by MCH to an entity.controlled by, or under common control with MCH without Business Associate's consent.

5.7 Entire Agreement. This Agreement and the exhibits, schedules, documents, certificates and.instruments referred to herein, embodies the entire agreement and understanding of the parties in respect of the transactions contemplated by this Agreement. There are no restrictions, promises, representations, warranties covenants or undertakings, other than those expressly set forth or refen-ed to herein. Thls agreement supersedes all prior agreements and undertakings between the parties with respect to such tra11sactio11s.

5 .8 No Third Patiy Rights. This agreement is intended solely for the benefit of the parties hereto and shall netbe deemed to create any rights in any other person or entity.

5.9 Severabilij;y. If any provisions or portion of this Agreement shal1 become invalid or une11forceable for any reason, there shall be deemed to be made such minor changes in such provision or portion as necessary

MCH-9218 BuslnessAssociate Agreement 3 of4

to make it valid or enforceable. The invalidity or unenforceability of any provision or portion hereof shall not affect the enforceability of the other provisions or portions hereof.

5. l O Counter_oorts. This agreement may be ex-0euterl in any number of counterparts, each of which shall he deemed an original, butt all of which shall constitute one instrument.

5 .11 Captions. The captions of this agreement are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the provisions of this Agreement.

5.12 Interpretation. Whenever the contextof any provision shall require it, the singular number shall include the plural number, and vice-versa, and the use ofany gender shall include any other or all genders as used in this Agreement. This Agreement has boon negotiated at arms length. Any rule or law or legal. decision that requires interpretation or ambiguities against the drafting party is not applicable and is hereby waived. The provisions of this Agreement shall be interpreted in a reasonable man11er to. effect the purpose of the parties to the Agreem.ent.

5.13 Prevailing Party Entitled to Attomevs' Fees and Costs, Withregard to any legal disputes arising out of or related to this Agreement, the prevailing party shall receive from non-prevailing party(ies) all reasonable legal fees, costs, charges, and expenses incurred, including reasonable attorneys' fees, whether from the initial request for redress or through trial, appeal and collection.

5 .14 Waiver of Compliance. Except as otherwise provided in this Agreement, any breach by a party may only be waived by the other party in a written instrument signed by the waiving patty. Such waiver shall not operate as a waiver ot: or estoppel with respect to any subsequent or other breach,

5.15 Aoplicable Law, This Agreement shall he governed by the internal laws ofthe State of California (without regard to conflict of other laws or similar concepts).

5. 16 Cooperation. The parties agree to cooperate and execute alI documents to implement and carry out the provisions of this agreement. ·

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the day and year first above written.

Signature:....,......,"-'-#,-r---

Tit!e:_~{3-·.'tfl_· ._· _7 _______ _

Business Associate: VNET IT INC.

By:Di[2ak Reddy

s~,~-Title:cEo

Date:03121111

MCH-9218 Business Associate Agreement 4of4

BUSINESS ASSOCIATE ADDENDUM

This Business Associate .Addendum ("Addendum") supplements and is made a part of the contract (''Contract") by and betvveen Covered Entity ("CE") and Business Associate ("BA"), dated 03121111 This Addendum is effective as of 03/21/11 (the ''Addendum Effective Date").

A. CE wishes to disclose certain information to BA pursuant to the terms of the Contract, some of which may constitute protected Health Information ("PHI") (defined below).

B. CE and BA intend to protect the privacy and provide for the security of PHI disclosed to BA pursuant to the Contract in compliance with the Health Insurance Portability and Accountability Act of 19996, Public Law 104-191 ("HIP AA"), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 ("the HITECH Act") and regulations promulgated thereunder by the U.S. Department of Health and Human Services (the "HIP AA Regulations") and other applicable laws.

C. As part of the HlPAA Regulations, the Privacy Rule and the Security Rule (defined below)require CE to enter into a contract containing specific requirements with BA prior to the discfosure of PHI, as set forth in, but not limited to, Title 45, Sections 164.3 l(a), 164.502(e) and 164.504(e) of the Code of Federal Regulations ("C.F.R.'') and contained in this Addendtm1.

In consideration of the mutual promises below and the exchange of information pursuant to this Addendum, the parties agree as follows:

1. Definitions a. Breacb shall have the meaning given to such term under the HITECH Act [42 U.S.C. Section

17921].

b. Business Associate shall have the meaning given to such term under the Privacy Rule, the Security Rule, and the HITECH Act, including, but not limited to, 42 U.S.C. Section 17938 and 45 C.F. R .. Section 150.103.

c. Covered Entity shall have the meanfog givento such tenn under Privacy Rule and the Security Rule, including, but not limited to 45 C.F.R. Section 160.103.

d. Data Aggregation shall have the meaning given to such term under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.501.

e. Designated Record Set shall have the meaning given to such temi. under the Privacy Rule, including, but not limited to 45 C.F.R. Section 164.501. Electronic Protected Health Information means Protected Health foformation that is maintained in or transmitted by electronic media,

f. Electronic Health Record shall have the meaning given to such te1111 in the HITECT Act, including, but not limited to, 42 U.S. C. Section 17921.

g. Health Care Operations shall have the meaning given to such term under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.501.

Mission CommunUy Hospital

h. Privacy Rule shall mean the HIPAA Regulation that is codified at 45 C.F.R. Parts 160 and 164, Subparts A and E.

i. Protected Health Information or PHI means any information, whether oral or recorded in any form or medium: (i) that relates to the past, present or future physiqal or mental condition ofan individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, and shall have the meaning given to such tenn under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.501. (Protected Health Information includes Electronic Protected Health lnfonnati.on[45 C.F.R. Sections 160.103, 164.501).

j. Protected Information shall mean PHI provided by CE to A or cr~ated or received by BA on CE's behalf:

k. Security Role shall mean the HIPAA Regulation that is codified at 45 C.F.R. Parts 160 and 164, Subparts A and C.

l. Unsecured PHI shall have the meaning given to such term under the HITECH Act and any guidance issued pursuant to such Act including, but not limited to 42 U.S.C. Section 17932(h).

2. Obligations of Business Associate

a. Permitted Uses. BA shall not use Protected Infonuation except for:the purpose of perfo11ning BA's obligations under the Conttact and as permitted under the Col;ltract &ndAddendum . . Further, BA shall not use Protected Information in any manner thatwouldjconstitute a violation of the Privacy Rule or the HITECH Act if so used by CE. However, BA rpay use Protected Information (i) for the Proper tnanagement and administration of BA, (ii) to carry out the legal responsibilities of BA, or (iii) for Data Aggregation purposes for the Heal~h Care Operations of CE (45 C.F.R. Sections 164.504(e)(2)(i), 164.504(e)(2)(ii)(A) and t64.504(e)(4)(i)]. - . . ' ' . .

b. Permitted Disclosures. BA shall not disclose Protected Information exc~pt for the purpose of perfom1i11g BA 's obligations under the Contract and as permitted under the Contract and Addendum. BA shall not disclose Protected lnfon:nation in any manner tl~at would constitute a violation of the Privacy Rule or the HITECH Act if so disclosed by CE. ijowever, BA may disclose Protected Information (i) for the proper management and administration of BA: (ii} to carry out the legal responsibilities of BA: (iii) as required by law: or (iv) fbr Data Aggregation purposes for the Health Care Operations of CE. If BA disclosed Ptotecteq Information to a third party, BA must obtain, prior to making any such disclosure, (i) reaso~able written assurances from such third party that such Protected Infonnation will be h~ld confidential as provided pursuant to this Addendum and only disclosed as requiredi by law or for the purposes provided pursuant to this Addendum and only disclosed as required: by lavy or for the purposes for which it was disclosed to such third party, and (ii) a written agreementifrom such third party to immediately notify BA of any breaches of confidentiality of the Protected foformation, to the exte11t it has obtained knowledge of such breach [42 U.S.C. Sectioll 17932j: 45 C.F.R. Sections 164.504( e )(2)(i), 164.504(e )(2)(i)(B), 164.504(e )(2)(ii)(A) and l64.504(e }r4)(ii)).

c. Prohibited Uses and Disclosures. BA shall not use or disclose Protected.Information for fond.raising or marketing purposes. BA shall not disclose Protected foformation to a health plai1 for payment or health care operations purposes ifthe patient has requested this special restrictioni and has paid out of pocket in full for the health care ite111 or service to which the PHI

Hospital

solely relates 42 U.S.C. Section l7935(a). BA shall not directly or indirectly receive remuneration in exchange for Protected Information, except with the prior written consent of CE and as pennitted by the HITECHAct, 42 U.S.C. section 1935(d)(2): however, this prohibition shall not aflect payment by CE to BA for service provided pursuant to the Contract.

d. Appropriate Safeguards. BA shall implement appropriate safeguards as are necessary to prevent the use or disclosure of Protected Information otherwise than as pennitted by the Contract or Addendum, including, but not limited to, administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the Protected Information, in accordance with 45 C.F .R. Sections 164.308, 164.310 and 164.312. [45 C.F.R. Section 164.503(e)(2)(ii)(B): 45 C.F.R Section l64.308(b)]. BA shall comply with the policies and procedures and documentation requirements of the HIPAA Secuity Rule, including, but not limited to, 45 C.F.R. Section 164.316. [42 U.S.C. Section 17931].

e. Reporting of Improper Access, Use or Disclosure. BA shall report to CE in writing of any access, use or disclosure of protected Infonnation not permitted by the Contract and Addendum, and any Breach of Unsecured PHI of which it become aware without unreasonable delay and in no case later than 5 business days after discovery [42 U.S.C. Section 17931; 45 C.F.R. Section 164.504(e)(2)(ii)(C); 45 C.F.R. Section 164.308(b)].

f. Business Associate's Agents. BA shall ensure that any agents, including subcontractors,to whom it provides Protected Information, agree in writing to the same resttictions and conditions that apply to BA with respect to such PHI and implement the safeguards required by paragraph c above with respect to Electronic PHI [45C.F.R. Section 164.504(e)(2)(ii)(D): 45 C.F.R. Section 164.308(b)]. BA shall implement and maintain sanctions against agents and subcontractoN; that violate such restrictions and conditions and shall mitigate the e.tfects qf'any such violation (.tee 45 C.F.R. Sections 164.530(!) and 164.530(e)(l)).

g, Access to ,Protected Information. BA shall make Protected Information maintained by BA or its agents or subcontractors in Designated Record Sets available to CE for inspection and copying within ten (10) days of a request by CE to enable CE to fulfill its obligatit:ms under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.524 [45 C.F.R. section 164. 504( e )(2)(ii)(E) l If BA maintains an Electronic Health Record, BA shall provide such information in electronic fom1at to enable CE to fulfill its obligations under the HITECH Act, including, but not limited to, 42 U.S.C. Section 17935(e).

It. Amendment of PHI. Within ten ( 10) days of receipt of a request from CE for an amend1nent of Protected Infom1ation or a record about an individual contained in a Designated Record set, BA or its agents or subcontractors shall make such Protectedinformation available to CE for amendment and incorporate any such amendment to enable CE to fulfill it obligations under the Privacy Rule, i11eluding, but not limited to, 45 C.F.R. Section 164.526. If any individual requests an amendment of Protected Information directly from BA or its agents or subcontractors, BA must notify CE in writing within five (5) days of the request. Any approval or denial of amendment of Protected Information maintained by BA or its agents or subcontractors shall be the responsibility of CE [45 C.F.R. Section l64.504(e)(2)(ii)(F)].

i, Accounting Rights. Promptly upon a11y disclosure of Protected Information for which CE is required to account to an individual, BA and its agents or subcontractors shall make available to CE the information required to provide an accounting of disclosures to enable CE to fulfill its obligations under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.528, and the HITECH act, including, but not limited to, 42 U.S.C. Section 17935©, as determined by

Mission Communit;y Hospital

CE. BA agrees to implement a process that allows for an accounting to be collected and maintained by BA and its agents or subcontractors for at least six ( 6) years prior to the request. However, accounting of disclosures from an Electronic Health Record for treatment, payment or health care operations purposes are required to be collected and maintained for only three (3) years prior to the request, and only to the extent that BA maintains an electronic health record and is subject to this requirement. At a minimum, the information collected and maintained shall include: (i) the date of disclosure: (ii) the name of the entity or person who received Protected Information and, if known, the address of the entity or person: (iii} a brief description of Protected Information disclosed: and (iv}a briefstatement of purpose of the disclosure that reasonably informs the individual of the basis for the disclosure, or a copy of the individual's authorization, or a copy of the written request for disclosure. In the event that the request for an accounting is delivered directly to BA or its agents or subcontractors, BA shall within five (5) days of a request forward it to CE in writing. It shall be CE's responsibility to prepare and deliver any such accounting requested. BA shall not disclose any Protected .Information except as set forth in Sections 2.h. of this addendum [45 C.F.R. sections 164.504(e)(2)(ii)(G) ar1d 165.528]. The provisions of this subparagraph h shall survive the termination of this Agreement.

j. Governmental Access to Records. BA shall make its internal practices, books and records relating to the use and disclosure of Protected Information available to CE and to the Secretqary of the U.S. Department of Health and Human Services (the "Secretary") for purposes of determining BA's compliance with the Privacy Rule [45 C.F.R. Section 164.504(e).(2)(ii)(H)]. BA shall provide to CE a copy of any Protected Information that BA provides to the Secretary concurrently with providing such Protected lnfonnation to the Secretary.

k. Minimum Necessaty. BA (and its agents or subcontractors) shall request, use and disclose only the minimum amount of Protected Information necessary to accomplish the purpose of the request, use or disclosure. [42 U.S.C. Section l 7935(b): 45 C.F.R. Section 164.514(d)(3)J BA understand and agrees that the definition of "minimum necessary" is in flux and shall keep itself informed of guidance issued by the Secretary with respect to what constitutes "minimum necessary".

I. Data Ownership. BA acknowledges that BA has no ownership rights with respect to the Protected Information.

m. Notification of Breach. During the tem1 of the Contract, BA shall notify CE within twenty"' four (24 hours of any suspected or actual breach ofsecurif:y, i11trusion or unauthorized use or disclosure of PHf of which BA becomes aware and/or any actual or suspected use or disclosure c?fdata in violation qf any applicable.federal or state laws or regulations. BA shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable federal and state laws and regulations. (This provision should be negotiated).

n. Breach Pattern or Practice by Covered Entity. Pursuant to 42 U.S.C. Section 17934(b), if the BA know of a pattern of activity or practice of the CE that constitutes a material breach or violation of the CE's obligations under the Contract or Addendum or other arrangement, the BA must take reasonable steps to cure the breach or end the violation. If the steps are unsuccessful, the BA must terminate the Contract or other arrangement if feasible, or if termination is not feasible, report the problem to the secretary of DHHS. BA shall provide written notice to CE of any pattem of activity or practice of the CE that BA believes constitutes a material breach or violation of the CE's obligations under the Contract or Addendum or other arrangement within five (5) days of discovery and shall meet with CE to

Mission Comrnuni(Y Hospital

discuss and attempt to resolve the problem as one of the reasonable steps to cure the breach or end the violation.

o. Audits, Inspection and Enforcement. Within ten (10) days of a written request by CE, BA and its agent or subcontractors shall allow CE to conduct a reasonable inspection of the facilities, systems, books, records, agreements, policies and procedures relating to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of determining whether BA has complied with this Addendum: provided, however, that (i) BA and CE shall mutually agree in advance upon the scope, timing and location of such an inspection, (ii) CE shall protect the confidentiality of all confidential and proprietary information of BA to which CE has access during the course of such inspection: and (iii)CE shall execute a nondisclosure agreement, upon terms mutually agreed upon by the parties, ifrequested by BA. The fact that CE inspect, or fails to inspect, or has therightto inspect, BA's facilities, systems, books, records, agreements, policies, and procedures does not relieve BA[of its responsibility to comply with this Addendum, nor does CE's (i) failu.re to detect or (ii) detection, but failure to notify BA or require BA's remediation of any unsatisfactory practices, constitute acceptance of such practice or a wavier of CE' s enforcement rights under the Contract or Addendum, BA shall notify CE within ten ( I 0) days of learning that BA has become the subject of an audit, co111pliance review, or complaint investigation by the office for Civil Rights (This provision should be negotiated). Dl

3. Termination a. Material Breac.h. A breach by BA of any provision of this Addendum, as determined by CE,

shall constitute a material breach of the Contract and shall provide, grounds for immediate tennination of the Contract, any provision in the Contract to the contrary notwithstanding. [ 45 C.F.R. Section 164.504(e)(2)(iii)].

b. Judicial or Administrative Proceedings. CE may tenninate the Contract, effective immediately, if (I) BA is named as a defendant in a criminal proceeding for a violation of HTPAA, the HITECH Act, the HIP AA Regulations or other security or privacy laws or (ii) a finding or stipulation that the BA has violated any standard or requirement of HIP AA, the HITECH Act, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined.

c. Effect of Termination. Upon termination of the Contract for any l"eason, BA shall, athe option of CE, return or destroy all Protected Information that BA or its agents or subcontractors still maintain in any form, and shall retain no copies of such Protected Information, If return or destruction is not feasible, as detennined 'by CE, BA shall continue to extend the ptotections of Section 2 of this Addendum to such information, and limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible [ 45 C.F.R. Section 164.504( e )(ii}(2)(I). If CE elects destruction of the PHI, BA shall certify in writing to CE that such PHI had been destroyed.

5. Limitation of Liability [A covered entizv may wish to seek an exception to an limitation of liability provision for the benefit qfthe business associate with regard to damages related to a breach of the business associate 's privacy or securi(V obligations under the Contract or Addendum.]

6. Disclaimer

Mission Community Hospital

CE makes no warranty or representation that compliance by BA with this Addendum, HlPAA, the HITECH Act, or the H[P AA Regulations will be adequate or satisfactory for BA' s own purposes. BA is solely responsible for all decisions made by BA regarding the safeguarding of PHL

7. Certification To the extent that the CE determines that such examination is necessary to comply with CE's legal obligations pursuant to HIP AA relating to certification of its security practices, CE or its authorized agents or contractors, may, at CE's expense, examine BA's facilities, systems, procedures and records as may be necessary for such agents or contractors to certify to CE the extentto which BA's security safeguards comply with HIP AA, the HITECH Act, the HIP AA Regulations or this Addendum.

8. Amendment a. Amendment to Comply with Law. The parties acknowledge that state and federal laws

relating to data security and privacy are rapidly evolving and that amendment of the Contract or Addendum may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements ofHIPAA, the HITECH Act, the Privacy Rule, the Security Rule and other applicable laws relating to the security or confidentiality of PHI. The parties understand and agree that CE must receive satisfactory written assurance from BA that BA will adequately safeguard all Protected lnfom1ation. Upon the request of either party, the other party agrees to promptly enter negotiations concerning the terms of an amendment to this Addendum embodying written assurances consistent with the standards and requirements of HIP AA, the HITECH Act, the Privacy Rule, the Security Rule, or other applicable laws. CE may terminate the Contract upon thirty (30) days written notice in the event (i) BA does not promptly enter into negotiations to amend the Contract or Addendum when requested by CE ptu-suant to this Section or (ii) BA does not enter into an amendment to the Contract or Addendum providing assurances regarding safeguarding of PHithat CE, in its sole discretion, deems sufficient to satisfy the standards and requirements of applicable laws.

9. Assistance in Litigation or Administrative Proceedings BA shall make itself, and any subcontractors, employees or agents assisting BA in the performance of its obligations under the Contract or Addendum, available to CE at no cost to CE, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against CE, its directors, officers or employees based upon a claimed violation of HIP AA, the HITECH Act, the Privacy Rule, the Security Rule, or other laws relating to security and privacy, except where BA or its subcontractor, employee or agent is a named advetse pru.ty.

10. No Third-Party Beneficiaries Nothing express or implied in the Contract or Addendum is intended to confer, nor shall anything herein confer, upon any person other than CE, BA and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.

11. Effect on Contract Except as specifically required to implement the purposes of this Addendum, or to the extent inconsistent with this Addendum, all other terms of the Contract shall remain in force and effect.

12. Interpretation The provisions of this Addendum shall prevail over any provision in the Contract that may confliot or appear inconsistent with any provision in this Addendum. This Addendum and the Contract shall be interpreted as broadly as necessary to implement and comply with HIP AA, the HITECH Act, the Privacy Rule and the Seculity Rule. The parties agree that any ambiguity in this Addendum shall be

Mission Communit.v Hospital

resolved in favor of a meaning that complies and is consistent withHIPAA, the HITECH Act, the Privacy Rule and the Security Rule.

IN WITNESS WHEREOF, the parties hereto have duly executed this Addendum as of the Addendum Effective Date.

Mission Community Hospital

By: VNET IT INC. Print Name: Oipak Reddy Title:cEO

-=-==--~~~~~~~~~~~

Date: 03111/10

ADDENDUM TO CONSUL TING SERVICES AGREEMENT

This ADDENDUM ("Addendum") is attached to and made a part of that certain Consulting Services Agreement, dated April 21, 2011 but executed in June 201 l ("Agreement"), by and between Mission Community Hospital ("Client") and VNET IT, Inc. ("Consultant"). The Parties desire to add the following terms and provisions as concurrently existing terms and provisions of the Agreement. In the event of any conflict between the provisions of this Addendum and the provisions of the Agreement, the provisions of this Addendum shall prevail.

1. The Parties hereby add the following to Section 4 ("Termination") of the Agreement:

"Notwithstanding anything stated to the contrary in the Agreement, either Party may terminate this Agreement for at any time with or without cause by providing the other Party thitty (30) days' prior written notice. Upon the termination of this Agreement for any reason, Client shall pay Consultant all fees incurred up to the effective date of termination."

2. The Pa1ties hereby delete Section 8 ("Limitation of Remedies") and Section 9 ("Limitation of Liability") of the Agreement in their entirety.

3. The Parties hereby add the following to the Agreement:

"Until the expiration of four ( 4) years after the furnishing of services that may be reported to Medicare as reimbursable services, upon proper written request, Consultant shall allow the Comptroller General of the United States, the Secretary of Health and Human Services, and their duly authorized representatives access to this Agreement and to Consultant's books, documents and records necessary to clarify the nature and extent of costs of Medicare reimbursement services provided under this Agreement. In accordance with such laws and regulations, if Medicare reimbursable services provided by Consultant under this Agreement are carried out by means of a subcontract with an organization related to Consultant, and such related organization provides the services at a value or cost of Ten Thousand Dollars ($10,000) or more over a twelve ( 12) month period, then the subcontract between Consultant and the related organization shall contain a clause comparable to the clause specified in the preceding sentence."

"Consultant will indemnify and hold harmless Client, its affiliates, respective officers, directors, employees, successors and agents from any and all liability, losses, damages, obligations, judgments, claims, causes of action and expenses associated therewith (including, without limitation, settlements, judgments, court costs and attorneys' fees) resulting from or arising out of, directly or indirectly, any negligent or intentional act or omission or any failure to perform any obligation unde1take11 or any covenant made under this Agreement, whether such act, omission, or failure was the fault of Consultant or that of any person providing services hereunder through or for Consultant. This provision will survive the expiration or earlier termination of this Agreement."

"Nothing in this Agreement shall be construed as creating or giving rise to any rights in any third parties or any persons other than the pa1ties hereto:'

"Consultant shall maintain general liability insurance for itself and each of its employees providing services under this Agreement in a fo1m acceptable to Client with minimum liability limits of not less than One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate. Consultant shall maintain this coverage and tail coverage, if necessary for claims arising during the term of this Agreement and during the applicable statutes of limitation. Consultant shall provide Client with a current ce1tificate evidencing the coverage required by this Section. Consultant shall promptly notify Client of any change in the amount or scope of coverage. In addition, the

professional liability insurance maintained by Consultant shall require the insurer to provide Client with a minimum of thirty (30) days advance written notice if any cancellation, termination or change in the amount and scope of coverage."

4. The Parties hereby replace Section 4.2 ("Payment") of Exhibit A to the Agreement in its entirety with the following:

"Consultant reserves the right to cease work if amounts are not paid when due. Any late payment will bear interest at the rate of one ( 1) percent per month or fraction thereof until paid. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum. Client will be given a seven (7) day grace period for payment."

5. Genel'al. If provisions of this Addendum conflict with the Agreement, the provisions of this Addendum shal1 prevail. Except as specifically amended herein, all terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Addendum effective the day and year first written above.

"Client~' Mission Community Hospital

ByI~-y Heidi Lennartz

Its: Chief Executive Officer

2

"Consultant" VNET IT, Inc.

By:

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!04/ 15 : 2947 42 Dr. Marsf)ak Hosted Exchange/DC/Fite/RDS Servers (inlcudjng qnsite support) 104/15 ; . ··.· .. · .. . ·. PayfTlentl.\a~tEheck#:3081

05/15 294752 .or. ~~:st,k .• H~~tnd E~~ha3gnlDS/5ile/f{DSServers ffnl~~di3g~nsite support) ~ . .: ___ J'.)r,,:~rs~a~.s!iq;t,d·~9~)lg~/9Ctfil7/RQS••Servers (jnlsudjqgpnsfte support)

ment Made: Check # 3156

lance Due: ~r~,-~,·~w~,

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