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Home My WebLink AboutP-25-451 VMG Holdings LLC DBA VMG Health.pdf County of Fresno GENERAL SERVICES DEPARTMENT Facilities• Fleet• Purchasing • Security p� 1856 � �jZES PROCUREMENT AGREEMENT Agreement Number P-25-451 August 15, 2025 Contracting Party: VMG Holdings LLC, d/b/a VMG Health 2515 McKinney Avenue, Suite 1500 Dallas, TX 75201 At the direction of the Office of County Counsel and its designated special counsel, the County of Fresno (County) hereby contracts with VMG Holdings LLC, d/b/a VMG Health, a Texas limited liability company (VMG)to appraise real property located at 3109, 3115, 3119, 3121, 3127, 3133, 3147, 3151, and 3155 N. Millbrook Avenue and 3676 and 3708 E. Shields Avenue, CA 93726 (APN 445-020-07, 445-020-09 and 437- 290-60), also known as the "Heritage Centre" ("Real Property") in accordance with the text of this agreement, Exhibit"A" (the Real Property's legal description), and the attached Valuation Engagement Agreement, dated August 6, 2025 ("Proposal") (Exhibit"B").The attached Proposal by this reference is made a part hereof. TERM: This Agreement shall become effective August 11, 2025, and shall remain in effect through August 10, 2026. EXTENSION: This Agreement may be extended for two (2) additional one (1)year periods by the mutual written consent of all parties. VMG'S SERVICES: VMG shall perform the services as described in Exhibit"B" attached, at the rates set forth in Exhibit"B." PRICES: Prices shall be firm for the contract period as set forth in Exhibit"B". MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of $70,000. ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. CONTACT INFORMATION: The County's Office of County Counsel County of Fresno; 2220 Tulare Street, Suite 500, CA 93721; Natalie R. Nuttall, Deputy Counsel Counsel, (559)600-3443; nnuttall(a)fresnocountyca.gov INVOICING: An itemized invoice shall be sent to DBH-Invoices(o)fresnocountyca.gov the requesting County department and concurrently to Best Best& Kreiger LLP (BBK), which is the County's special counsel, in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION FOR NON-ALLOCATION OF FUNDS: The terms of this Agreement are contingent on the approval of funds by the appropriating government agency. If sufficient funds are not allocated, then the Purchasing Services/333 W Pontiac Way/Clovis, California 93612/ (559) 600-7110 The County of Fresno is an Equal Employment Opportunity Employer PROCUREMENT AGREEMENT NUMBER: P-25-451 Page 2 VMG Holdings LLC, d/b/a VMG Health August 15, 2025 County, upon at least (thirty) 30 days' advance written notice to the Contractor, may: (A) Modify the services provided by the Contractor under this Agreement; or (B) Terminate this Agreement. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days'written notice to VMG. In the event of such termination, VMG shall be paid for satisfactory services provided to the date of termination. LAWS AND REGULATIONS: VMG shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to VMG's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, VMG shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this Agreement. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the Agreement and for a period of at least three years following the County's final payment under the Agreement or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. INDEMNITY: VMG agrees to: Pay all claims for damage to property in any manner arising from VMG's operations under this Agreement. VMG shall indemnify and hold harmless and defend the County (including its officers, agents, employees, and volunteers)against all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of any kind to the County, VMG, or any third party that arise from or relate to the negligent performance or failure to perform by VMG (or any of its officers, agents, subcontractors, or employees) under this Agreement. The County may conduct or participate in its own defense without affecting VMG's obligation to indemnify and hold harmless or defend the County. This INDEMNITY section survives the termination of this Agreement. CONFIDENTIALITY OF COMMUNICATIONS AND WORK PRODUCT: VMG is being engaged under this Agreement through County Counsel on behalf of the County to accomplish the purposes of County Counsel and BBK in relation to the subject matter of the engagement. All oral and written communications in any form between VMG and the County, including its staff and representatives, shall be solely through and/or at the direction of, County Counsel and/or BBK. VMG may freely communicate directly with the County through BBK. The work performed by VMG and its communications with the County, including its staff and representatives, and BBK shall be protected by the attorney-client privilege and attorney work product doctrine. Accordingly, all communications, documents, reports, disclosures, plans and other information of any nature and description which County Counsel, the County's staff and representatives, or BBK supply to VMG or which VMG discovers or develops in performance of the services under this Agreement shall be deemed confidential. VMG shall not disclose any of the same to any third party without prior written authorization from County Counsel or BBK, except to the extent the information is in the public domain, was in VMG's possession prior to disclosure by County Counsel, BBK or VMG, or is required by law. INSURANCE: Without limiting the County's right to obtain indemnification from VMG or any third parties, VMG, at its sole expense, shall maintain in full force and effect, the following insurance commercial insurance policies: A. Commercial General Liability: Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. VMG shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under P-25-451 VMG Holdings LLC DBA VMG Health PROCUREMENT AGREEMENT NUMBER: P-25-451 Page 3 VMG Holdings LLC, d/b/a VMG Health August 15, 2025 this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under VMG's policy. B. Automobile Liability: Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. C. Professional Liability: Professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must be prior to the date on which services began under this Agreement; (2) VMG shall maintain the policy and provide to the County annual evidence of insurance for not less than five years after completion of services under this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this Agreement, then VMG shall purchase extended reporting coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement. D. Worker's Compensation: Workers compensation insurance as required by the laws of the State of California with statutory limits. E. Employer's Liability: Employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for disease. Additional Requirements Relating to Insurance: VMG shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by the County, its officers, agents and employees shall be excess only and not contributing with insurance provided under VMG's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days' advance notice given to the County. VMG hereby waives its right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement. VMG is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but VMG's waiver of subrogation under this paragraph is effective whether or not VMG obtains such an endorsement. VMG shall require and verify that all subcontractors used by VMG to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize VMG to provide services under this Agreement using subcontractors. If VMG has or obtains insurance with broader coverage, higher limits, or both, than what is required under this Agreement, then the County requires and is entitled to the broader coverage, higher limits, or both. To that end, VMG shall deliver, or cause its broker or producer to deliver, to the County, certificates of insurance and endorsements for all of the coverages that have such broader coverage, higher limits, or both, as required under this Agreement. Within 30 days after Contractor(s) signs this Agreement, and at any time during the term of this Agreement as requested by the County, Contractor(s) shall deliver, or cause its broker or producer to deliver, to the County of Fresno, Department of Behavioral Health—Attention Plan Administration, 1925 E Dakota Ave, Fresno, CA 93726, or electronically to DBHPlanAdmin(o)fresnocountyca.gov with a copy to the assigned County's DBH Staff Analyst, certificates of insurance and endorsements for all of the coverages required under this Agreement. Certificates of Insurance are to include the contract number at the top of the first page. P-25-451 VMG Holdings LLC DBA VMG Health PROCUREMENT AGREEMENT NUMBER: P-25-451 Page 4 VMG Holdings LLC, d/b/a VMG Health August 15, 2025 In the event VMG fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with authorized insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A-:VII or better. COMING ON COUNTY PROPERTY TO DO WORK: VMG agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by VMG under this Agreement, it is mutually understood and agreed that VMG, including any and all of VMG's officers, agents, and employees will at all times be acting and performing as an independent VMG, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which VMG shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that VMG is performing its obligations in accordance with the terms and conditions thereof. VMG and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, VMG shall have absolutely no right to employment rights and benefits available to County employees. VMG shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, VMG shall be solely responsible and save County harmless from all matters relating to payment of VMG's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, VMG may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between VMG and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in VMG's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement (excluding Exhibit"B"); (2) Exhibit"B". GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF document)of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. P-25-451 VMG Holdings LLC DBA VMG Health PROCUREMENT AGREEMENT NUMBER: P-25-451 Page 5 VMG Holdings LLC, d/b/a VMG Health August 15, 2025 C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Natalie R. Nuttall, Deputy Counsel Counsel, (559) 600-3443; nnuftall@fresnocountyca.gov. FOR THE COUNTY OF FRESNO signedackbur Riley Blackburn Datle:tally 2025.09.151y09:58:3Riley 5 07 00n Riley Blackburn Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 FOR BEST BEST&KREIGER LLP Guillermo Fria P rtner f v h �` Guillermo Frias One CalifoF-CA za 300 SouthAve#25 Los Ange0071 P-25-451 VMG Holdings LLC DBA VMG Health PROCUREMENT AGREEMENT NUMBER: P-25-451 Page 6 VMG Holdings LLC, d/b/a VMG Health August 15, 2025 VMG TO COMPLETE: Company: VMG Holdings, LLC Type of Entity: ❑ Individual ■❑ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ General Partnership 2515 McKinney Avenue, Suite 1500 Dallas TX 75201 Address City State Zip 720-305-9345 N/A jeff.piehl@vmghealth.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name &Title: Jeff Piehl, Print Name &Title: MAI Managing Director Digitally signed Jeff 2 Jeff P i e h l Date:2025.09.08 15:18: 1 2 Signature: -06'00' Signature: ACCOUNTING USE ONLY ORG No.: 56302005 Account No.: 7295 Requisition No.: 5632610019 (7/2024) P-25-451 VMG Holdings LLC DBA VMG Health PROCUREMENT AGREEMENT NUMBER: P-25-451 Exhibit Page 1 of 8 VMG Holdings LLC, d/b/a VMG Health August 15, 2025 Exhibit 'A" Legal Description APNs 445-020-07, 445-020-09 and 437-290-60 P-25-451 VMG Holdings LLC DBA VMG Health PROCUREMENT AGREEMENT NUMBER: P-25-451 Exhibit Page 2 of 8 VMG Holdings LLC, d/b/a VMG Health August 15, 2025 Exhibit X VMG HEALTH'S VALUATION ENGAGEMENT AGREEMENT, DATED AUGUST 6, 2025 0 VMG HEALTH Fresno County Behavioral Health Clinic Fresno County Valuation Engagement Agreement August 6, 2025 Brian L. Melikian and Natalie R. Nuttall Fresno County PROCUREMENT AGREEMENT NUMBER: P-25-451 Exhibit Page 3 of 8 VMG Holdings LLC, d/b/a VMG Health August 15, 2025 Valuation Engagement Agreement VMG Holdings LLC, d/b/a VMG Health ("VMG") is pleased to offer the valuation or other transaction advisory services outlined in this agreement("Agreement")to Fresno County("Client"). Background and Description We understand Client is considering whether to acquire the Fresno County's Behavioral Health Clinic ("Subject Property")through condemnation. The Subject Property is located at 3151 N. Milbrook Avenue, Fresno, California. VMG will develop an independent fair market value("FMV")analysis of the Subject Property as of the inspection date(the "Valuation Date"). Purpose of the Engagement The purpose of this engagement is to assist Client with the potential for condemnation proceedings. Confidential Attorney-Client Privileged Communications VMG is being engaged under this Agreement through County Counsel's Office on behalf of the Client to accomplish the purposes of County Counsel and Best Best & Kreiger LLP (BBK), which is the County's special counsel, in relation to the subject matter of the engagement. All oral and written communications in any form between VMG and the Client, including its staff and representatives, shall be solely through and/or at the direction of, County Counsel's Office and/or BBK . VMG may freely communicate directly with the Client through BBK. The work performed by VMG and its communications with County Counsel,the Client, including its staff and representatives, and BBK shall be protected by the attorney-client privilege and attorney work product doctrine. Accordingly, all communications, documents, reports, disclosures, plans and other information of any nature and description which County Counsel,the Client's staff and representatives, or BBK supply to VMG or which VMG discovers or develops in performance of the services under this Agreement shall be deemed confidential. VMG shall not disclose any of the same to any third party without prior written authorization from County Counsel or BBK, except to the extent the information is in the public domain, was in VMG's possession prior to disclosure by County Counsel, BBK or VMG, or is required by law. Use and Disclosure of the Report VMG's valuation report("Report") may only be used for the purpose stated within the Report. Engagement Scope This engagement is an Appraisal as generally outlined below. An"Appraisal" is defined by the Uniform Standards of Professional Appraisal Practice("USPAP")and the Appraisal Institute with these characteristics: • A conclusion of value expressed as either a single dollar amount or a range; • Considers all relevant information available to the appraiser as of the appraisal date; • Conducts appropriate procedures to collect and analyze all information relevant to the valuation; and, • Considers all valuation approaches the appraiser deems relevant. Services Not Included Within Scope of This Engagement • Business valuation. 0 VMG HEALTH WE VALUE HEALTHCARE Page 12 PROCUREMENT AGREEMENT NUMBER: P-25-451 Exhibit Page 4 of 8 VMG Holdings LLC, d/b/a VMG Health August 15, 2025 • Capital asset appraisal or physical inventory. • Opinions of value for any contractual or service agreement, including compensation agreements. • Assist in negotiations or transaction advisory services. • Due diligence or quality of earnings analyses. • Comparative reimbursement analyses and other strategic decision support. • Financial reporting post transaction. Standard of Value The standard of value will be fair market value ("FMV"),defined in the California Code of Civil Procedure § 1263.320 for eminent domain purposes in California. It states that fair market value is: (a)The fair market value of the property taken is the highest price on the date of valuation that would be agreed to by a seller, being willing to sell but under no particular or urgent necessity for so doing, nor obliged to sell, and a buyer, being ready,willing,and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available. (b)The fair market value of property taken for which there is no relevant,comparable market is its value on the date of valuation as determined by any method of valuation that is just and equitable. Engagement Deliverables and Timing VMG will provide Client a formal written appraisal Report. A draft of the appraisal Report will be provided within 5 to 6 weeks of receipt of all requested data. A final Report will be delivered within 5 business days following confirmation of the underlying facts and assumptions presented in the draft Report. Deliverable Option—USPAP&Other Standards, If Applicable The Report will be an "Appraisal Report" prepared under the Appraisal Institute's Professional Standards and shall comply with the Uniform Standards of Professional Appraisal Practice("USPAP").We will maintain work note files and source data to support VMG's opinion and Report. Fees Appraisal Report The fee for this Appraisal Report is as follows: • Fixed at the flat rate of$35,000 for the Appraisal Report plus • Reasonable out-of-pocket expenses estimated, including travel and lodging not to exceed$5,000,billed at actual but reasonable cost,with receipts available upon request. The fee,and out-of-pocket expenses will be invoiced as follows: • Monthly progress billing,or upon delivery of the final Report. Other Ancillary Services: Other Ancillary Services may be provided upon request of the Client,and will be billed on an hourly basis(Hourly Rates shown below) plus reasonable out-of-pocket expenses, including travel and lodging,billed at actual but 0 VMG HEALTH WE VALUE HEALTHCARE Page 1 3 PROCUREMENT AGREEMENT NUMBER: P-25-451 Exhibit Page 5 of 8 VMG Holdings LLC, d/b/a VMG Health August 15, 2025 reasonable cost,with receipts available upon request.Other Ancillary Services include: reviewing opposing counsel's expert appraisal report, if any; preparing for and being deposed, if there are any legal proceedings; preparing for and trial testimony, if any;any other services requested by Client or Client's counsel that is within our competency. Based upon current understanding of the engagement scope and potential Ancillary Services,the estimated fee may be approximately$25,000.This estimate is not a maximum fee or a fixed price. Hourly Rates Managing Director $640 Senior Analyst $420 Director $570 Analyst $360 Manager $490 Administrative $120 Travel $100 Additional Fees for Increase in Scope,Client Reviews, Poor Data, or Subpoena Additional fees,at the foregoing hourly rate may apply for(i)an increase or change in scope, (ii) poorly formatted Client data, (iii)delay in receiving required data,or(iv) involvement in subsequent analysis or reviews beyond the customary work effort.Additional fees may also apply if VMG is required to produce documents or testify regarding a third-party subpoena or similar process.VMG will notify Client before any additional fees are incurred due to these factors. Late Fees and Fee Independence Invoices are due on receipt. Unpaid invoices over 45 days will incur a 2% monthly fee.VMG may withhold services,testimony,and Report delivery if any invoices are unpaid.Credit card payments incur a 5%surcharge. If this Agreement is canceled, Client is only obligated for fees and expenses up to the termination date.VMG's fee is not contingent on VMG's conclusions.VMG's fee is not contingent on any Client transaction closing. Terms and Conditions Attachment A contains terms and conditions incorporated herein by reference. Mutual Non-Solicitation of Employees During this Agreement, and for twelve months after this engagement ends, neither party will solicit for employment the other party's employees without prior written consent. If either party does solicit and hire an employee of the other party in this period,the soliciting party shall owe and pay the other party one-third of the hired employee's annual salary at the time they resigned.Such restriction does not apply to employees who independently respond to indirect employment ads,agency,or postings not targeting such employee. Authorization We appreciate the opportunity to provide service to Fresno County. To authorize,please sign below and return to Jeff Piehl at Jeff.PiehI@VMGHeaIth.com. Please call with any questions at(720) 305-9345. Respectfully Submitted, Jeff Piehl, MAI Managing Director 0 VMG HEALTH WE VALUE HEALTHCARE Page 14 PROCUREMENT AGREEMENT NUMBER: P-25-451 Exhibit Page 6 of 8 VMG Holdings LLC, d/b/a VMG Health August 15, 2025 Client of Record:Fresno County Invoicing Contact(If Different) Signature: Signature: Name: Name: Title: Title: Date: Date: Address: A/P Email: 0 VMG HEALTH WE VALUE HEALTHCARE Page 1 5 PROCUREMENT AGREEMENT NUMBER: P-25-451 Exhibit Page 7 of 8 VMG Holdings LLC, d/b/a VMG Health August 15, 2025 Attachment A:Terms and Conditions Confidentiality: VMG shall maintain the strict confidentiality of Client's information and will not disclose it to any third parties.This excludes information (i)available to the public, (ii) already in VMG's possession,or(iii) from a party with no confidentiality obligation to Client.VMG may use Client's name and logo in its client list, with proper reference. Reliance on Data Provided by Client: VMG will not independently verify information provided by Client, its advisors,or third parties acting at Client's direction ("Client Data").VMG assumes the accuracy of Client Data. Client of Record and no Third-Party Reliance: Only the Client is the Intended User of, and may rely on,VMG's Report.Client may not substitute this reliance for its own due diligence. No third party shall have the right of reliance on the Report,and possession by any third party shall not create any third-party beneficiary rights. The Client may voluntarily,or upon request by the owner of the Subject Property,any member of the public, or governmental agency, disclose to the owner of the Subject Property, public,or such governmental agency VGM's Appraisal Report, and any record or data that VGM may provide to the Client, unless such disclosure is prohibited by court order. No Different Use of Report: The Report may only be used for the purpose and premise of value stated in this Agreement and in the Report. Client may not generate different valuation scenarios or discount rates. Mutual Indemnification and Limitation of Liability: VMG shall indemnify Client, its directors,officers,and employees for any liability,claims,expenses,and reasonable attorneys'fees associated with VMG's breach of any third-party intellectual property rights, bodily injury or property damage caused by VMG's personnel or representatives related to this engagement,except to the extent caused by Client negligence or misconduct. Client shall defend and indemnify VMG, its directors,officers,and employees against any liability, claims, and expenses,and reasonable attorneys'fees, resulting from VMG becoming part of,or named in,an administrative or legal dispute related to this engagement,except to the extent caused by VMG's negligence or misconduct. VMG and Client shall not be liable to each other for any consequential, incidental, special,or punitive damages. VMG's liability to Client is limited to the fees received by VMG for that engagement. Client Compliance with Laws: VMG assumes Client and related parties have complied with all laws applicable to the healthcare industry and the transaction. Including Client's employee policies,the Stark Law,the Anti- Kickback Statute,the Medicare and Medicaid Patient and Program Protection Act,the False Claims Act, HIPAA, and regulations by the U.S. Dept of Health and Human Services,the Centers for Medicare and Medicaid Services. No ADA or Environmental Compliance Review: VMG will not investigate if any assets are subject to or in compliance with the Americans with Disabilities Act of 1990, nor any environmental compliance matters. HIPAA: Client acknowledges it is subject to the Health Insurance Portability and Accountability Act("HIPAA") and shall de-identify all data it or its agents provide to VMG to remove all individually identifiable health information under the HIPAA Privacy Rule. VMG's engagement does not require such data. Privacy Laws: If applicable,Client shall de-identify all Client Data to remove personal data under applicable privacy laws.VMG's engagement does not require such data. Client Data: All Client Data remains Client's property and will be returned upon request. Client grants VMG the right to store and use Client Data for the purpose of Client's engagement and to create unidentified aggregated data ("Aggregated Data").All Aggregated Data remains VMG's property. No Assurance of Client Forecasts: VMG does not assure any Client forecasted results. Events may not occur as expected and actual results may be materially different. Response to Subpoena: If lawfully compelled to disclose any Client documents,VMG will provide Client written notice so Client may seek a protective remedy, if applicable. 0 VMG HEALTH WE VALUE HEALTHCARE Page 1 6 PROCUREMENT AGREEMENT NUMBER: P-25-451 Exhibit Page 8 of 8 VMG Holdings LLC, d/b/a VMG Health August 15, 2025 Governing Law: This Agreement is governed by the laws of California and any dispute shall be filed with the court having appropriate jurisdiction in Fresno County California. 0 VMG HEALTH WE VALUE HEALTHCARE Page 1 7