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HomeMy WebLinkAbout2013-449 Health - Starpoint Global Service for Imaging Patient Records and Other Services $33,350 [Departmental Use Only] TITLE StarPoints Global Services FY FY 2013-14 NORTH CAROLINA SERVICES AGREEMENTUNDER$90,000.00 ORANGE COUNTY This Services Agreement (herinafter "Agreement"), made and entered into this 21st day of October, 2013, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and StarPoint Global Services, (hereinafter,the 'Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Imaging Patient Records and Other Services as provided in Estimated Cost and Service Proposal Provided by StarPoint Global Services for the Orange County Health Department, dated October 4, 2013 ('Proposal"), attached as Exhibit A, Additional Terms and Conditions, Exhibt B, Business Associate Agreement, ExhibitC, Storage Agreement, Exhibit D, Container Transmittal, ExhibitE, Authority for Access, ExhibitF, and StarPoint Global Services Price List as of January 1, 2012, Exhibit G, all of which are hereby incorporated into this Agreement and shall be taken and considered as a part of this Agreement the same as if fully set out herein. In the event of any conflict or inconsistency between this Agreement and the Exhibits, this Agreement shall control except where there is a conflict or inconsistency between this Agreement and the Business Associate Agreement, then the provisions of the Business Associate Agreement shall control. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider Revised 9/13 1 a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vii) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services Revised 9/13 2 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided):See Attachment A, Proposal and specifically Scope of Services 4. Duration of Services a. Term.The term of this Agreement shall be from October 21't , 2013to October 21" 2014. b. Scheduling of Services. i) The Provider shall schedule and perform his activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein (see Exhibit A, Proposal— Cost of Services and StarPoint Global Services Price List as of January 1, 2012, Exhibit G. The maximum amount payable for Basic Services shall not exceedThirty-three Thousand Three and Fifty Dollars ($33,350). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Colleen Bridger or designee) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. Revised 9/13 3 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://oran ecountync jzov/i)urchasinWcontracts asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist ofN/A(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses Revised 9/13 4 incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11.Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. c. Compliance with Laws. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws.Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. Revised 9/13 5 f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Colleen Bridger Starpoint Global Services P.O. Box 8181 1 Ashley Wade Lane Hillsborough, NC 27278 Chapel Hill, NC 27516 [SIGNATURE PAGE TO FOLLOW] Revised 9/13 6 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COU TY: PROVIDER: By. By: 11 1 1 Mi ael Talbert, Interim County Manager P114RA0 � Ay TP_' T))X6TDP, OF EVsWFSS DEVEtOPM Err Printed Name and Title This instrument has been approved as to technical content. t C een Bridger, Ph.D, MPH, partment Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control}Act. Lti �J, AV, Clarence G. Grier, Asst. County Manager/CFO TNtrume as been approved as to form and legal sufficiency. Are, Offi e of theCounty Attorney Revised 9/13 7 ESTIMATED COST AND SERVICE PROPOSAL PROVIDED BY IRPOINT GLOBAL SERVICES Orange County Health Department FOR Imaging Patient Records and Related Services Oct.4,2013 Our pricing and marketing information provided to you is CONFIDENTIAL and proprietary information. You agree that it shall not be disclosed to any third party and shall, at all times, remain confidential. _),STARPOINT GLOBAL SERVICES Oct.4,2013 Proposal For: Orange County Health Department Attn:Susan Young; Mike Dolan Fliss 300 West Tryon St. Hillsborough, NC27278 Dear Susan and Mike: Starpoint Global Services ("Starpoint") hereby submits this revised proposal for the digitization of paper-based medical records belonging to Orange County Health Department ("OCHD", "the Health Department"). Thank you for giving Starpoint the opportunity to provide you with this information. Executive Summary The Orange County Health Department operates two clinics in OrangeCounty, one in Chapel Hill and one in Hillsborough. Medical records for both sites remain paper-based, but a transition to an electronic health record (Patagonia) is ongoing. Scheduling and billing components are already in place, and the digital clinical records management component will go live very soon. Starpoint proposes to enable the EHR by systematically digitizing the Health Department's hardcopy records for embedding into the Patagonia interface. These legacy records will be hosted by Patagonia's secure cloud platform. Using this strategy, all patients seen by the clinic after the go live date for the electronic record will have a comprehensive file stored directly in the EHR, along with every other patient seen by the clinic since 2010.All retention requirements for the hardcopy records will be satisfied, and accessibility to medical histories will be instantaneous. To accomplish this goal, Starpoint suggests that the Health Department pack all active files (2010-2013) for relocation to Starpoint's Chapel Hill facility. Starpoint will progress through these files alphabetically, and data will be loaded in batches directly into Patagonia. The Department will provide lists of specific patients needed on a priority basis in coordination with upcoming appointment schedules. As Starpoint continues to progress through the alphabet, fewer and fewer of these individual requests will be necessary, and the entire effort should be completed within 3 or 4 weeks from the start of the scanning project. The Department will keep records of patients with no activity since before 2010,but may opt to pack containers with files from this population as needed for Starpoint to pick up and scan. Files scanned individually or in small batches by Starpoint should appear in Patagonia within a few seconds of a transmission from Starpoint. 2 Starpoint will image all records using Digitech Systems, Inc. (DSI)PaperFlow software. Images will be captured using Bowe Bell+Howell Spectrum&Plus Scanners at 200 dpi, utilizing the latest technology available, including ultrasonic multi-feed detection to eliminate missed pages and any possible user error. Following a rigorous quality control process, images will be indexed according to client requirements with the following indicesTatient Name, Date of Birth and chart section. If possible, Starpoint will populate the demographic information via a department-provided patient index with information tied to a unique identifier. This strategy would equate to a decreased reliance on manually indexing, which will increase efficiency and accuracy for export to Patagonia. Finally, images will be transmitted directly into the Patagonia cloud for Orange County. Indexing information will match scanned files to existing demographic information in order to deposit files in the correct patient folders automatically. Any files which do not successfully match the demographics of an existing patient will appear in a folder for manual investigation/disposal by clinic staff. As an additional quality control measure, Starpoint will store a backup copy of all images in our vault for a full year after the project is completed at no cost. Starpoint will also store the original hardcopy records for one year at no cost.Additionally, Starpoint offers the added flexibility of our data migration capabilities, meaning that imaged records can be exported to any document management system or electronic health record should the Health Department choose to change EHR vendorsfor any reason in the future or to add a third-party document management solution such as PaperVision or Laserfiche.. Starpoint has hundreds of export functions already in place and can use its software partner, Digitech Systems, to design customized export functions whenever needed for data integration. For the purposes of the Health Department's specific needs, however, Starpoint is actively working with Patagonia as a value-add scanning partner in OrangeCounty, as well as in several other counties statewide. Starpoint proposes to provide for the safety, security and accessibility of all records by protecting access and privacy where required. We will accomplish this by: • Securely relocating records to Starpoint's information management center • Providing inventory and activity reports to Orange County Health Department • Giving access to records only to authorized personnel • Retrieving and delivering records when needed by the Health Department • Making any additions to inventory as needed by the Health Department • Confidentially and securely purging and destroying charts as needed by the Health Department Starpoint proposes to provide all hardware, labor and expertise to complete the relocation of existing records, document preparation, scanning, indexing,page by page quality control comparisons (QC), data export, data delivery and document destruction (if desired). Starpoint will also provide one year of free storage in a secure, HIPAA-compliant environment at our Chapel Hill facility. Starpoint will maintain continuity of access throughout the scanning process with digital transmission of requested files available at no additional charge to the Health Department. 3 Overview Headquartered in Chapel Hill, Starpoint is a national leader in the records management field and a longtime provider of storage, scanning, document destruction and all associated services for hospitals, universities, municipalities, and large corporations throughout the United States. Since 1989, Starpoint has provided the best in records and information management services to discerning companies who demand more from their providers than simple storage. Our commitments to accuracy of operations and to guaranteed delivery of both paper and digital files make us unique within our industry.Strict policies and procedures, extensive safety and security practices, and a flawless 100% find ratio combine to provide Starpoint customers with the most worry-free, cost-effective solution in records management. Starpoint has alreadycompleted a large scanning project for Orange Countylast year, successfully digitizing all of the hardcopy case files from the Child Support Enforcement office and establishing a paperless environment there from this point forward. Recently, Starpoint became one of only three approved vendors in North Carolina to meet requirements for enrollment in the state's new scanning services and data migration program available to all facets of state government by way of the State of North Carolina's Office of Information Technology Services. Starpoint has completed expansive imaging projects for a vast array of clients, including Nortel, Crittenden Memorial Hospital, Carolina Center for Behavioral Health, McKinney Pediatrics, UNC-Chapel Hill, Lewisville Pulmonary Associates, BD Worldwide Medical, Metglas, Inc., NC State University, the North Carolina Department of Health and Human Resources, Central Dermatology Center, Chatham Hospital and the NC Department of Public Safety. Our specialty has always been the management and imaging of patient medical records. We recently finished digitizing every patient record for RexHospital(UNC Health) in Raleigh, involving tens of millions of images scanned during several phases of an eight-year project. Most recently, Starpoint began providing imaging services to Mission Health, starting with Blue RidgeRegionalHospital in Spruce Pine. Our expertise, decades of experience and local corporate headquarters make Starpoint a perfect fit for the records management needs of the Orange County Health Department. Based on a long historyof working with the State on a variety of large scanning projects, Starpoint has developed a simple, all-inclusive, per-image pricing model for document imaging projects. This price includes all labor related to document preparation, actual scanning, indexing, quality control, data processing, data delivery and even one year of free storage for original hardcopies. Starpoint also offers the security of trained and experienced fulltime employees, many of whom have worked for Starpoint for more than a decade. Starpoint is a one-stop shop, offering all associated services directly, free from reliance on any third party subcontractors or temporary staffing. We are fully HIPAA-compliant, maintain all applicable certifications and guarantee 100 percent find ratios for any requested files. 4 We utilize a proven system of barcodes and transmittals upon intake, allowing us to track all activity associated with the files and containers we pick up throughout their lifecycle. This system will provide the ultimate level of accountability for the Health Department. From the moment your boxes are loaded onto a Starpoint truck,their precise individual locations will always be known. If a specific file is needed during the scanning process, it can be located instantly, and then physically or digitally transmitted to either clinic location (or directly into the Patagonia cloud). All retention schedules (and destruction schedules) are also documented within this system. Requests for charts (or boxes) can be made by authorized department employees by phone, fax, or email. 100% Delivery Guarantee At Starpoint, we will deliver any request for a barcode-labeled item the same day. Efficiency will increase; risk and worry will decrease. Starpoint will provide a complete inventory of each item that belongs to your facility at any time either electronically in Microsoft Excel format or as a hardcopy report. The same standards of guaranteed quality apply to our digital management services. At no time during an imaging project will accessibility of records be disrupted. To ensure a complete conversion with the highest quality, we have processes in place for identification, transportation, preparation, digitization, quality control and confidential destruction of records and files. During the scanning process, we guarantee 100% delivery satisfaction of requested files. A history of activity is maintained documenting who requests information, when it was requested, and when it is returned to a facility. Trained Starpoint employees will undertake all aspects of the project with no investment of additional labor support required from OrangeCounty. Once scanned, all data is guaranteed to be exported in a useful manner, as directed by the Health Department. Images will be individually compared to originals in a rigorous QC process and indexed according to direction from the department. The combination of professional, accurate document imaging and 24 years of experience in file management is a distinct advantage that Starpoint can offer the Orange County Health Department. 5 Scope of Work All-Inclusive Intake and Inventory •Starpoint personnel will collect pre-packed containers of hardcopy records from the clinics in Hillsborough and Chapel Hill and transport them to Chapel Hill scanning facility. Starpoint can accommodate weekly pick-ups based on scheduled appointments or larger pick-ups based on alphabetic/chronologic segments of archived charts (recommended). There is no additional cost for labor, intake or transport of these records. The price of containers (if needed)is listed on attached Schedule A. •Starpoint's barcode and transmittal process will ensure that all containers are tracked both physically and by reported activity from the moment they are picked up from the clinics, throughout their lifecycle. •Starpoint will physically or digitally deliver any chart needed by the Health Department during normal business hours for the duration of the scanning process. •Starpoint will establish authorized access by Health Department users. Digital Conversion •Starpoint will purge and digitally convert any records that Orange County Health Department wishes to digitize at the all-inclusive rate of4.6 cents per image. •Charts will be prepped for feeding into the scanners by removing any paper clips, staples and post-it notes, and copying and repairing damaged pages whenever required. •Starpointwill image all pages at full duplex mode with our Ultrasonic Multi-Feed Detection equipped B6we Bell +Howell scanners to ensure a 100% capture rate. •Images will be scanned at 200 dpi in TIFF Group IV format files for interoperability. Following scanning, a set of image and manipulation processes will be run to remove blank pages, correct skewed images, and remove black borders. •All images will be manually Quality Controlled to ensure total data capture and legibility. Documents will be cross compared between physical and digital, with any inadequacies immediately rectified through re-scanning. •Starpoint will index all images using patient names, dates of birth and chart section. •Images will be exported to a medium and format of Orange County Health Department's choosing. •Following digitization, Starpoint will store all boxes for a period of one year for quality assurance testing and backup at no charge. After that year, Starpoint will contact the Health Department to gain authorization for destruction and destroy said records and issue a Certificate of Confidential Destruction. 6 Revised Numbers for Estimated Charts Targetted for Scanning Linear Feet of Total Containers Approx Image Total Cost Records worth (1.2 cu ft) Yield Hillsborough site 123.0 100 247,775 $11,398.00 (58.3%) Chapel Hill site 75 60 150,000 $6,900.00 (50%) Cumulative 198 160 397,775 $18,298.00 Total The $0.046 Per imaLyeraterepresents a 42.5 percent discount from Starpoint's list price for these services.This rate is available to the Department regardless of actual quantities designated for scanning. The above project cost totals are estimates only, and actual costs may vary. The above estimated total of$18,298.00 for scanning all active records is based on the actual image yield of a sample container processed by Starpoint and an updated estimate of targeted files by total linear inches provided to Starpoint by the Orange County Health Department. We are able to offer this generous rate due to the proximity of the OCHD clinics and to the relative simplicity of indexing, as well as to Starpoint's desire to assist with the missions of local nonprofits such as the Health Department. It is a comprehensive rate which includes all services related to pick-up, transport, scanning, indexing, QC, data export, data delivery and one year secure storage. Optional Purchase of Star oint Containers Estimated Total Containers Cost Per Container Total Cost Needed 160 $2.25 $360.00 Purchase of Starpoint containers is not required. Confidential Destruction Additional services, including confidential destruction, are available at pricing listed in attached Schedule A. The all-inclusive price for confidential shredding is 16 cents per pound. The average banker's box full of records weighs approximately 30 pounds and costs about $4.80 to destroy. Destruction includes pick up, transport, shredding and creation of a certificate of destruction. 8 Competitive Edge: This proposal represents a guaranteed quality and level of service unmatched in our industry. Starpoint promises to put in all efforts, and we will do whatever it takes to complete this project for the Orange County Health Department in a timely manner. I personally will be available to you 24/7/365. Thank you again for this opportunity to be of service. Best regards, Richard H. Ray,Jr. p7t Richard H. Ray,Jr. Tel: 919-933-9529 Director of Business Development Fax: 919-942-1400 Starpoint Global Services Cell: 919-923-1217 PO Box 707 E-Mail: Rchard @starpointusa.com Carrboro, NC27510 This proposal is presented by Richard H. Ray, Jr., Director of Business Development for Starpoint Global Services, on behalf of Clay Brinkley, VP and Chief Information Officer, and Christoffel Verwoerdt, CEO. Starpoint Global Services is headquartered in Chapel Hill, NC. The mailing address is PO Box 707, Carrboro, NC27510. The phone number is 919-942-6666, and the fax is 919-942-1400. Correspondences relating to this proposal and its evaluation can be directed to Richard H. Ray, Jr. at rchard@starpointusa.com or directly by phone at 919-933-9529 (office)or 919-923-1217 (cell). This proposal has been thoroughly reviewed and evaluated by Starpoint management. It is based on careful consideration by Starpoint to guarantee Orange County Health Department the very highest level of customer service at our best possible price. 9 STAFRPOINT GLOBAL SERVICES 800-STAR-344 STORAGE AGREEMENT ACCOUNT: (Orange County Health Department) Client: Orange County Health Department Billing Address (If Different) Street Address:300 West Tryon St. Street or Box No: City, State, Zip: Hillsborough, NC27278 City, State, Zip: Primary Contacts: Susan Young Billing Contact: Telephone: Telephone: Fax: Fax: Email:syoung @co.orange.nc.us Email: Starpoint Global Services("Company") hereby agrees to accept for storage under its management system at its facilities, such record material (the"Stored Material")as Orange County Health Department(the "Client") requests, subject to all terms and conditions herein. Client agrees to pay Company according to the Company's current rate schedule, as amended from time to time. Company's current rate schedule is attached hereto as Schedule A and incorporated herein by reference. CLIENT STARPOINT GLOBAL SERVICES Name: Name: Richard H. Ray, Jr. Signature: Signature: Title: Title: Director of Business Development Date: Date: /0//7 Ol 3 10 TERMS AND CONDITIONS The following terms and conditions shall apply to this agreement. 1. STORED MATERIAL-Company shall store the Stored Material identified by Client on the Records Transmittal Form(a sample of which is attached hereto as Exhibit B). Client and Company may change, delete or add to the Stored Material by written agreement only. Additional materials shall,unless otherwise indicated in writing,be deemed to be held under these same terms and conditions and shall be considered part of the Stored Material. 2. ACCEPTANCE-In the absence of an executed contract, Client's act of tendering material for storage to Company constitutes acceptance by Client of the terms, conditions and rated contained within this agreement. 3. RATES-Client agrees to pay Company according to Company's then current rate schedule. A copy of the Company's current rate schedule is attached hereto as Schedule A. Payment in full is due in advance on the first day of the month. Rates may be changed upon thirty (30) days notice to Client. For Stored Material received during a month, or stored for a portion of a month,charges will be assessed according to the Schedule A rates then in effect. Additional charges, if any, shall be paid simultaneously with the regular monthly rates. 4. CLIENT AUTHORIZED REPRESENTATIVES-Client must designate all individuals that are authorized to have access to the Stored Material by identifying said individuals on Company's Access Authorization form (a sample of which is attached hereto as Schedule Q. Only the Authorized Representative and Secondary Authorized Representative may authorize destruction of the Stored Material. 5. ACCESS TO STORED MATERIALS 5.1 Company shall conduct services pertaining to the Stored Material only pursuant to direction of Client's agent(s) identified by Client on Company's Access Authorization form. Client represents that the Authorized Representative and the Secondary Authorized Representative have full authority to order all services that pertain to the Stored Material including, but not limited to, removal and destruction of Stored Material. 5.2 The Company reserves the right to deny access to or delivery of the Stored Material until such time as Client has cured any default under this agreement. 6. ACT OF GOD OR FORCE MAJEURE-An"act of God"or"force majeure"is defined for purposes of this agreement as strikes, lockouts, sit-downs, material or labor restrictions by any governmental authority, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire storms, weather (including wet grounds or inclement weather), acts of a public enemy, terrorist act, wars, insurrections, national emergency,shortage of labor or materials,and/or any other cause not reasonably within the control of the Company or which by the exercise of due diligence Company is unable, wholly or in part, to overcome. 7. LIMITATION OF LIABILITY 7.1 Company's liability, if any, for loss, damage, or destruction to the Stored Material shall be limited to the assumed value of the Stored Material,which is agreed to as follows: (a) for Stored Material that is stored according to Company's hardcopy rates: $2.25 per cubic foot for Stored Material stored at the "per box"rate or$2.25 per linear foot for Stored Material stored at the"open shelf file storage"rate;and, (b) for Stored Material that is stored according to Company's Media Vault rates: $50.00 per magnetic tape,$7.00 per microfilm roll,$50.00 per data cartridge,or$1.50 per computer diskette. 11 In no event shall the Company be liable for loss of the information contained in the Stored Material or any related consequential or incidental damages. Such limitation of liability shall apply irrespective of the cause of loss,damage,or destruction of the Stored Material. 7.2 The Stored Material is not insured by Company against loss or injury, irrespective of the cause of the loss or injury. 7.3 Client understands and acknowledges that normal deterioration and aging of record media occurs with time and Company assumes no liability for such deterioration. 7.4 Claims by Client for loss, damage or destruction must be presented in writing to Company within sixty (60)days of the date on which Client is notified or learns of the loss, damage or destruction to part or all of the Stored Material has occurred. 7.5 No action, suit or proceeding may be brought or maintained by Client or any other third party against Company for loss, damage or destruction of the Stored Material, unless a timely written claim has been given as provided in Section 7.4 of this agreement. 7.6 When services pertaining to the Stored Material are requested by Client, a reasonable time shall be given to Company to complete said services and, if Company is unable to perform the requested service(or to provide any other service herein contemplated)because of force majeure,acts of God or because of loss or destruction which the Company is not liable, or because of any other excuse provided by law,the company shall not be liable for failure to carry out such instructions or services. 8. TERM-The term of this agreement shall commence on the date of Client's signature and will continue for one year, with automatic renewals for successive one-year terms, unless written notice of non-renewal is delivered by either party to the other at least thirty days before the expiration date of the then current term. 9. DEFAULT 9.1 The occurrence of any one of more of the following events shall constitute a default of this agreement ("Events of Default"): a. failure to pay any sum due hereunder;or b. breach of any provision of this agreement; or c. client becomes insolvent or files, or has filed against it, any proceeding in federal or state court seeking debtor relief: 9.2 Upon the occurrence of any Event of Default,Company, and its sole option,may exercise any or all of the following remedies without terminating Client's obligations under this agreement: a.demand in writing that Client pick up the Stored Material; b.deliver the Stored Material to the Client. c. upon thirty (30) days advance written notice to Client, destroy the Stored Material, the cost of which shall be billed to Client. Client acknowledges that since the Stored Material has little or no market value, sale of the Stored Material would be impossible, and destruction is the only way for the Company to mitigate its damages. d.terminate this agreement,whereupon Company,shall recover all damages suffered by reason of such termination. 9.3 After any Event of Default,Client shall continue to pay all sums due hereunder up to and including, if applicable,the date of delivery of the Stored Material as provided in 9.2(b)above. In the event Company takes any action pursuant to this section, it shall have no liability to Client or anyone claiming through Client. The exercise by Company of any one or more of the remedies provided in this agreement shall not prevent the exercise by Company of any of the other remedies 12 herein provided. All remedies provided for in this agreement are cumulative and may, at the election of Company, be exercised alternatively, successively or in any other manner and are in addition to any of the rights provided by law. Company shall be entitled to include all reasonable attorneys' fees and costs incurred in connection with the enforcement of this agreement. 10. DESTRUCTION OF RECORDS-Upon written instruction from Client's Authorized Representative or Client's Secondary Authorized Representative, Company may destroy the Stored Material. The Client releases the Company from all liability by reason of the destruction of Stored Material pursuant to such authority. The Company may also destroy the Stored Materials in accordance with Section 9.2 (c) of this agreement. 11. TITLE WARRANTY-Client warrants that it is the owner or legal custodian of the Stored Material and has full authority to store the Stored Materials in accordance with the terms of this agreement. 12. INDEMNIFICATION-Company shall not be liable to Client or to Client's customers, employees, agents, guests or invitees, or to any other person whomever, for any injury to persons or damage to property, including, but not limited to consequential dames, (1) caused by any act or omission of Client, its customers, employees, agents, guests or invitees, licensees and concessionaires, or of any other person claiming through Client, or (2) arising out of any breach or default by Client in the performance of its obligations hereunder, or (3) arising out of the failure or cessation of any service provided by Company (including security service and devices). Client hereby agrees to indemnify Company and hold Company harmless from any liability,loss,expense or claim(including,but not limited to reasonable attorney's fees) arising out of such damage or injury. Nor shall Company be liable to Client for any loss or damage that may be occasioned by or through the acts of omissions of others persons whomsoever,excepting only duly authorized employees and agents of Company acting within the scope of their authority. Unless caused by the negligence of Company; Client agrees to fully indemnify and hold harmless Company, its officers, employees and agents for any liability,cost or expense,including reasonable attorneys' fees,that Company may suffer or incur as a result of claims, demands, costs or judgments against it arising out of its relationship with Client or third parties. 13. RULES 13.1 Client shall not, at any time, store with Company any narcotics, Hazardous Materials as hereinafter defined, or materials otherwise considered to be highly flammable, explosive, toxic, radioactive or which may attract vermin or insects,or any other materials which are otherwise illegal,dangerous and unsafe to store or handle. Company reserves the right to open and inspect the Stored Materials tendered for storage restrictions and guidelines. For purposes of this agreement,the term"Hazardous Materials" shall mean and refer to any wastes, materials, or other substances of any kind or character that are or become regulated as hazardous or toxic waste or substances, or which require special handling or treatment,under any local,state or federal law,rule,regulation or order. 14. CONFIDENTIALITY-Company acknowledges that the Stored Materials may contain confidential information. Company specifically agrees that it will release the Stored Material only to Client, except as provided below. In the event that Company receives a request to disclose all or any part of the Stored Materials under the terms of a subpoena or order issued by a court or by a governmental body,Company agrees: a. to notify Client immediately of the existence, terms, and circumstances surrounding such request;and b. to furnish only such portion of the Stored Material as it is legally compelled to disclose. 15. NOTICES-All notices under this agreement shall be in writing. Unless delivered personally, all notices shall be addressed to the appropriate addresses noted herein,or as otherwise designated in writing. Notices shall be deemed to have been delivered when deposited in the United States mail,postage prepaid,certified mail,return receipt requested, addressed to the parties at the respective addresses set forth on page one, or to such other addresses as the parties may have designated by written notice to each other. 13 16. MISCELLANEOUS-All schedules, if any, attached hereto are hereby incorporated by reference and made a part hereof. The term "agreement" as used herein shall be deemed to include all such schedules. All words and phrases in this agreement shall be construed to include the singular or plural number, and the masculine,feminine or neuter gender,as the context requires. This agreement(together with any schedules attached and documents incorporated herein) constitutes the entire agreement between the parties, oral or written between the parties. This agreement may not be assigned by Client without the consent of Company. No modification of this agreement,except changes to Company's rate schedule,as provided for herein, shall be binding unless in writing,attached hereto,and signed by the party against which it is sought to be enforced. No waiver of any right or remedy shall be effective unless in writing and nevertheless,shall not operate as a waiver of any other right or remedy on a future occasion. Every provision of this agreement is intended to be severable. If any term or provision is illegal, invalid or unenforceable, there shall be added automatically as part of this agreement,a provision as similar in terms as necessary to render such provision legal, valid and enforceable. This agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. Client agrees that any action or proceeding arising out of or related in any way to this agreement shall be brought solely in a Court of competent jurisdiction sitting in Hillsborough, Orange County, North Carolina. Client hereby irrevocably and unconditionally consents to the jurisdiction of such court and hereby irrevocably and unconditionally waives any defense of an inconvenient forum to the maintenance of any action or proceeding in such court,any objection to venue with respect to any such action or proceeding and any right of jurisdiction on account of the place of residence or domicile of any party thereto. Nothing in this agreement shall be deemed or construed to constitute or create a partnership, association, joint venture, or agency between the parties hereto. Each party to this contract has the right to terminate contract upon 30 days notice. 17. HIPAA. The Parties hereby agree to the terms and conditions of the Business Associate agreement, attached as Exhibit A and fully incorporated herein. Medicare Access to Records.Each party shall keep,and allow the other party reasonable access to, full and accurate books and records of all services rendered hereunder. Further, to the extent required by Section 1395x(v)(1)(I)of Title 42 of the United States Code,until the expiration of four years after the termination of this Agreement, Contractor shall, upon written request, make available to the Secretary of the United States Department of Health and Human Services, or to the Comptroller General of the United States General Accounting Office, or to any of their duly authorized representatives, a copy of this Agreement and such books, documents, and records as are necessary to certify the nature and extent of the costs of the services Contractor provided under this Agreement. CLIENT STARPOINT GLOBAL SERVICES Name: Name: Richard H. R//ay, Jr.// Signature: Signature: cL Title: Title: Director of Business Development Date: Date: Ohz/I2D l 14 Exhibit A BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement("Agreement")is by and between Orange County Health Department("Covered Entity")and Starpoint Global Services("Business Associate"). RECITALS WHEREAS,Covered Entity has engaged Business Associate to perform services or provide goods,or both; WHEREAS, Covered Entity possesses Individually Identifiable Health Information that is protected under HIPAA and the HIPAA Regulations, and is permitted to use or disclose such information only in accordance with HIPAA and the HIPAA Regulations; WHEREAS,Business Associate may receive such information from Covered Entity, or create and receive such information on behalf of Covered Entity, in order to perform certain of the services or provide certain of the goods,or both;and WHEREAS, Covered Entity wishes to ensure that Business Associate will appropriately safeguard Individual Identifiably Health Information; NOW THEREFORE,Covered Entity and Business Associate agree as follows: 1. Definitions. The parties agree that the following terms, when used in this Agreement, shall have the following meanings, provided that the terms set forth below shall be deemed to be modified to reflect any changes made to such terms from time to time as defined in HIPAA and the HIPAA Regulations. a. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191. b. "1111PAA Regulations" means the regulations promulgated under HIPAA by the United States Department of Health and Human Services,including,but not limited to,45 C.F.R. Part 160 and 45 C.F.R. Part 164 subparts A and E("The Privacy Rule")and the Security Standards as they may be amended from time to time,45 C.F.R.Parts 160, 162 and 164,Subpart C("The Security Rule"). C. "Business Associate"means,with respect to a Covered Entity,a person who: (1) on behalf of such Covered Entity or of an organized health care arrangement(as defined under the HIPAA Regulations) in which the Covered Entity participates, but other than in the capacity of a member of the workplace of such Covered Entity or arrangement, performs, or assists in the performance of: a) a function or activity involving the use or disclosure of Individually Identifiable Health Information, including claims processing or administration, data analysis, processing or administration, utilization review, quality assurance, billing, benefit management,practice management,and repricing;or b) any other function or activity regulated by the HIPAA Regulations;or 15 (2) provides, other than in the capacity of a member of the workforce of such Covered Entity, legal, actuarial, accounting, consulting, Data Aggregation, management, administrative, accreditation,or financial services to or for such Covered Entity, or to or for and organized health care arrangement in which the Covered Entity participates, where the provision of the service involves the disclosure of Individually Identifiable Health Information from such Covered Entity or arrangement,or from another Business Associate of such Covered Entity or arrangement,to the person. d. "Individually Identifiable Health Information" means information that is a subset of health information,including demographic information collected from an individual,and; (1) is created or received by a health care provider, health plan, employer, or health care clearinghouse;and (2) relates to past, present,or future physical or mental health or condition of an 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 a) that identifies the individual;or b) with respect to which there is a reasonable cause to believe the information can be used to identify the individual. e. "Protected Health Information" or 11PHI" means Individually Identifiable Health Information that is transmitted by electronic media; maintained in any medium described in the definition of the term electronic media in the HIPAA Regulations; or transmitted or maintained in any other form or medium. Protected Health Information excludes Individually Identifiable Health Information in educational records covered by the Family Educational Right and Privacy Act, as amended, 20 U.S.C. § 1232g, and records described at 20 U.S.C. § 1232g(a)(4)(B)(iv). f. "Data Aggregation" means, with respect to PHI created or received by a Business Associate in its capacity as the Business Associate of a Covered Entity, the combining of such PHI by the Business Associate with the PHI received by the Business Associate in its capacity as a Business Associate of another covered entity, to permit data analyses that relate to the health care operations of the respective covered entities. 2. Status of Parties. Business Associate hereby acknowledges and agrees the Covered Entity is a covered entity as defined under the HIPAA Regulations and that Business Associate is a business associate as defined under the HIPAA Regulations. 3. Permitted Uses and Disclosures. a. Performance of Services. Business Associate may use and disclose PHI received from, or created or received on behalf of, Covered Entity only in connection with the performance of the services contracted for in the agreement between Business Associate and Covered Entity dated August 29, 2005 ("the Underlying Agreement"). b. Proper Management and Administration. Business Associate may use PHI received by Business Associate in its capacity as Business Associate of Covered Entity for the proper management and administration of Business Associate in connection with the performance of services in the Underlying Agreement and as permitted by this Agreement. Business Associate may disclose Covered Entity's PHI for such proper management and administration of Business Associate only with the prior consent of Covered Entity. Any such disclosure of PHI shall only be made if a Business Associate obtains reasonable assurances from the person to whom the PHI is disclosed that: (1) the PHI will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the 16 person, and (2) Business Associate will be notified by such person of any instances of which it becomes aware in which the confidentiality of the PHI has been breached. C. Data Aggregation. Business Associate may use and disclose PHI received by Business Associate in its capacity as Business Associate of Covered Entity to provide Data Aggregation services relating to the health care operations of Covered Entity only with permission of the Covered Entity. 4. Nondisclosure. a. As Provided in Agreement. Business Associate shall not use or further disclose Covered Entity's PHI otherwise than as permitted or required by this Agreement. b. Disclosures Required By Law. Business Associate shall not, without prior written consent of Covered Entity, disclose any PHI on the chance that such disclosure is required by law without notifying Covered Entity so that the Covered Entity shall have an opportunity to object to the disclosure and to seek appropriate relief. If Covered Entity objects to such a disclosure, Business Associate shall refrain from disclosing the PHI until Covered Entity has exhausted all alternatives for relief. Business Associate shall require reasonable assurances from persons receiving PHI in accordance with Section 3b that such persons will provide Covered Entity with similar notice and opportunity to object before disclosing PHI on the chance that such disclosure is required by law. C. Additional Restrictions. If Covered Entity notifies Business Associate that Covered Entity has agreed to be bound by additional restrictions on the uses or disclosures of Covered Entity's PHI pursuant to HIPAA or the HIPAA Regulations, Business Associate shall be bound by such additional restrictions and shall not disclose Covered Entity's PHI in violation of such additional restrictions. 5. Safeguards,Reporting,Mitigation and Enforcement. a. Safeguards. Business Associate shall maintain a comprehensive written information privacy and security program that includes administrative, technical and physical safeguards that reasonably and appropriately protect the confidentiality,integrity and availability of any electronic PHI it creates,receives, maintains or transmits on behalf of Covered Entity. In addition to any safeguards specifically set forth in this Agreement, Business Associate shall use any and all appropriate safeguards to prevent use or disclosure of Covered Entity's PHI otherwise than as provided by this Agreement. b. Business Associate's Agents. Business Associate shall not disclose PHI to any agent or subcontractor except with the prior written consent of Covered Entity. Business Associate shall ensure that any agents, including subcontractors, to whom it provides PHI received from, or created or received by Business Associate on behalf of, Business Associate agree in writing to be bound by the same restrictions and conditions that apply to Business Associate with respect to such PHI including appropriate safeguards. Business Associate shall be fully liable to Covered Entity for any acts,failures or omissions of the Agent in providing the services as if they were the Business Associate's own acts,failures or omissions,to the extent permitted by law. C. Reporting. Business Associate shall report to Covered Entity within twenty-four(24)hours any use or disclosure of Covered Entity's PHI in violation of this Agreement or applicable law of which it becomes aware. d. Mitigation. Business Associate shall have procedures in place to mitigate,to the maximum extent practicable, any deleterious effect from any use or disclosure of Covered Entity's PHI in violation of this Agreement or applicable law. e. Sanctions. Business Associate shall have and apply appropriate sanctions against any employee, subcontractor or agent who uses or discloses Covered Entity's PHI in violation of the Agreement or applicable law. 17 f. Covered Entity's Rights of Access and Inspection. From time to time upon reasonable notice, or upon a reasonable determination by Covered Entity that Business Associate has breached this Agreement,Covered Entity may inspect the facilities, systems,books and records of Business Associate to monitor compliance with this Agreement. The fact that Covered Entity inspects, or fails to inspect,or has the right to inspect, Business Associate's facilities, systems and procedures does not relieve Business Associate of its responsibility to comply with this Agreement, nor does Covered Entity's (1) failure to detect or(2)detection,but failure to notify Business Associate or require Business Associate's remediation of any unsatisfactory practices, constitute acceptance of such practice or a waiver of Covered Entity's enforcement or termination rights under this Agreement. This Section 5f shall survive termination of the Agreement. g. United States Department of Health and Human Services. Business Associate shall make its internal practices,books and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity, available to the Secretary of the United States Department of Health and Human Services for purposes of determining Covered Entity's compliance with HIPAA and the HIPAA regulations, provided that Business Associate shall immediately notify Covered Entity upon receipt by Business Associate of any such request for access by the Secretary of the Unites States Department of Health and Human Services, and shall provide Covered Entity with a copy thereof as well as a copy of all materials disclosed pursuant thereto. 6. Obligation to Provide Access,Amendment and Accounting of PHI. a. Access to PHI. Business Associate shall make available to Covered Entity, in the time and manner designated by the Covered Entity, such information as Covered Entity may require to fulfill Covered Entity's obligations to provide access to, and copies of, PHI in accordance with HIPAA and the HIPAA Regulations. b. Amendment of PHI. Business Associate shall make available to Covered Entity such information as Covered Entity may require to fulfill Covered Entity's obligations to amend PHI in accordance with HIPAA and the HIPAA Regulations. In addition,Business Associate shall,as directed by Covered Entity, incorporate any amendments to Covered Entity's PHI into copies of such information maintained by Business Associate. C. Accounting of Disclosures of PHI. Within twenty(20)days from the time of request by Covered Entity,Business Associate shall make available to Covered Entity such information as Covered Entity may require to fulfill Covered Entity's obligations to provide an accounting of disclosures with respect to PHI in accordance with HIPAA and the HIPAA Regulations. (1) Record of Disclosures. Business Associate shall maintain a record of all disclosures of PHI received from or created or received by Business Associate on behalf of, Covered Entity including the date of the disclosure, the name and, if known, the address of the recipient of the PHI, a brief description of the PHI disclosed, and the purpose of the disclosure which includes an explanation of the reason for such disclosure. Business Associate shall make this record available to Covered Entity upon Covered Entity's request. (2) Certain Disclosures Need Not Be Recorded. The following disclosures need not be recorded: a) disclosures to carry out Covered Entity's treatment, payment and health care operations as defined under the HIPAA Regulations; b) disclosures to individuals of PHI about them as provided by the HIPAA Regulations; 18 C) disclosures for Covered Entity's facility's directory, to persons involved in the individual's care, or for other notification purposes as provided by the HIPAA Regulations; d) disclosures for national security or intelligence purposes as provided by the HIPAA Regulations; e) disclosures to correctional institutions or law enforcement officials as provided by the HIPAA Regulations; f) disclosures that occurred prior to the later of (i) the effective date of this Agreement or(ii)the date that Covered Entity is required to comply with HIPAA and the HIPAA Regulations. g) disclosures pursuant to an individual's authorization in accordance with HIPAA and the HIPAA Regulations. d. Forwarding Requests From Individual. In the event that any individual requests access to, amendment of,or accounting of PHI directly from Business Associate,Business Associate shall within two (2) days forward such request to Covered Entity. Covered Entity shall have the responsibility of responding to forwarded requests. However, if forwarding the individual's request to Covered Entity would cause Covered Entity or Business Associate to violate HIPAA or the HIPAA Regulations,Business Associate shall instead respond to the individual's request as required by such law and notify Covered Entity of such response as soon as practicable. 7. Material Breach,Enforcement and Termination. a. Term. This Agreement shall be effective as of the later of or the effective date of the Underlying Agreement, ,and shall continue unless or until the Agreement is terminated in accordance with the provisions of this Agreement or the Underlying Agreement terminates. b. Termination. Covered Entity may terminate this Agreement: (1) immediately if Business Associate is named as a defendant in a criminal proceeding for a violation of HIPAA or the HIPAA Regulations; (2) immediately if a finding or stipulation that Business Associate has violated any standard or requirement of HIPAA or other security or privacy laws is made in any administrative or civil proceeding in which Business Associate has been joined;or (3) pursuant to"Sections 7c or 8b of this Agreement. C. Remedies. If Covered Entity determines that Business Associate has breached or violated a material term of this Agreement, Covered Entity may, at its option, pursue any and all of the following remedies: (1) Exercise any of its rights of access and inspection under this Agreement; (2) Take any other reasonable steps that Covered Entity, in its sole discretion, shall deem necessary to cure such breach or end such violation;or (3) Terminate this Agreement and the Underlying Agreement immediately. 19 d. Knowledge of Nan-Compliance. Any non-compliance by Business Associate with this Agreement or with HIPAA or the HIPAA Regulations will automatically be considered a breach or violation of a material term of this Agreement if Business Associate knew or reasonably should have known of such non-compliance and failed to immediately take reasonable steps to cure the non-compliance. e. Reporting to United States Department of Health and Human Services. If Covered Entity's efforts to cure any breach or end any violation are unsuccessful,and if termination of this Agreement is not feasible,Covered Entity shall report Business Associate's breach or violation to the Secretary of the United States Department of Health and Human Services, and Business Associate agrees that it shall not have or make any claim(s), whether at law,in equity,or under this Agreement, against Covered Entity with respect to such report(s). f. Injunctions. Covered Entity and Business Associate agree that any violation of the provisions of this Agreement may cause irreparable harm to Covered Entity. Accordingly, in addition to any other remedies available to Covered Entity at law or in equity,Covered Entity shall be entitled to an injunction or other decree of specific performance with respect to any violation of this Agreement or explicit threat thereof, without any bond or other security being required and without the necessity of demonstrating actual damages. g. Indemnification. Business Associate shall indemnify, hold harmless and defend Covered Entity from and against any and all claims, losses, liabilities, costs and other expenses resulting from, or relating to, the acts or omissions of Business Associate in connection with the representations, duties, and obligations of Business Associate under this Agreement. 8. Miscellaneous Terms. a. State Law. Nothing in this Agreement shall be construed to require Business Associate to use or disclose PHI without written authorization from an individual who is a subject of the PHI, or written authorization from any other person, where such authorization would be required under state law for such use or disclosure. b. Amendment. Covered Entity and Business Associate agree that amendment of this Agreement may be required to ensure that Covered Entity and Business Associate comply with changes in state and federal laws and regulations relating to the privacy, security and confidentiality of PHI. Covered Entity may terminate this Agreement upon thirty (30) days written notice in the event that Business Associate does not promptly enter into an amendment that Covered Entity, in its sole discretion, deems sufficient to ensure that Covered Entity will be able to comply with such laws and regulations. C. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended or shall be deemed to confer upon any person other than Covered Entity, Business Associate, and their respective successors and assigns,any rights,obligations,remedies or liabilities. d. Ambiguities. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with applicable law protecting the privacy, security and confidentiality of PHI,including,but not limited to,HIPAA and the HIPAA Regulations. e. Primacy. To the extent that any provision of this Agreement conflict with the provisions of any other agreement or understanding between the parties,this Agreement shall control. f. Destruction/Return of PHI. Business Associate agrees that, pursuant to 45 C.F.R. § 164.504(e)(2)(1),upon termination of this Agreement or the Underlying Agreement,for whatever reason, (1) it will return or destroy all PHI, if feasible,received from or created or received by it on behalf of Covered Entity which Business Associate maintains in any form,and retain no copies of such information which for purposes of this Agreement shall mean all backup tapes.Prior to doing 20 so,Business Associate further agrees to recover any PHI in the possession of its subcontractors or agents. An authorized representative of Business Associate shall certify in writing to Covered Entity, within five (5) days from the date of termination or other expiration of the Underlying Agreement, that all PHI has been returned or disposed of as provided above and that Business Associate or its subcontractors or agents no longer retain any such PHI in any form. (2) If it is not feasible for Business Associate to return or destroy said PHI, Business Associate will notify the Covered Entity in writing.The notification shall include: a) a statement that the Business Associate has determined that it is infeasible to return or destroy the PHI in its possession, and (ii) the specific reasons for such determination. b) extend any and all protections, limitations and restrictions contained in this Agreement to Business Associate's use and/or disclosure of any PHI retained after the termination of this Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the PHI infeasible. c) If it is infeasible for Business Associate to obtain, from a subcontractor or agent any PHI in the possession of the subcontractor or agent,Business Associate must provide a written explanation to Covered Entity and require the subcontractors and agents to agree to extend any and all protections, limitations and restrictions contained in this Agreement to the subcontractors' and/or agents' use and/or disclosure of any PHI retained after the termination of this Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the PHI infeasible. g. Minimum Necessary. Business Associate will disclose to its subcontractors, agents or other third parties, and request from Covered Entity, only the minimum PHI necessary to perform or fulfill a specific function required or permitted hereunder. h. Notices. Any notices to be given hereunder to a Party shall be made via U.S. Mail or express courier to such Party's address given below, and/or(other than for the delivery of fees)via facsimile to the facsimile telephone numbers listed below. To Covered Entity: Orange County Health Department Attention: Susan Young Fax: To Business Associate: Starpoint Global Services PO Box 707 Carrboro,NC27510 Attention:Richard Ray Fax:919-942-1400 Each Party named above may change its address and that of its representative for notice by the giving of notice thereof in the manner herein above provided. 21 Schedule A Starpoint Global Services Price list as of January 1,2012 Records Management SPECIALPRICINGFORORANGECOUNTY HEALTH DEPT. $0.046 per image for Scanning (Scanning Projects are all-inclusive,and not subject to any charges for intake or monthly storage) Monthly Storage Charges (Minimum Storage Billing:$40.00) Secured Box Storage per cu.ft. $0.275/cubic foot Secured Box Storage(1.2 cu.ft.) $0.33 each unit Secured Box Storage(2 cu.ft.) $0.60 each unit Secured Bankers(check)Box $0.28 each unit Secured File/X-ray Storage $0.05 each unit Generation of Inventory New Box Input $ 1.50 each unit New File Input $0.75 each unit Retrieval Box $ 1.50 each unit File/Interfile $ 1.50 each unit Refile Box $ 1.50 each unit File/Interfile $ 1.50 each unit Permanent Removal Box/File(retrieval,data entry,docking) $3.60 each unit Delivery&Pick Up, Boxes/Files $ 1.00 each unit Pick Up/Delivery(within 30 miles—includes first unit) $ 12.50 per trip Rush Trip Charge $37.50 per trip (Also applies to after-hours,weekends,and holidays) X-ray Digitization $3.00 per film Secured and Certified Destruction Box/File $0.16 per lbs X-ray $0.00 per lbs Certificate of Destruction No Charge Other Services Priority Search,Box/File $ 15.00 per search Priority Dock Access(access within 2 hours,or same day after 11:00 AM) $6.00 per event Photo Copies $0.40 per page Facsimile $0.40 per page Mail/Fed Ex(Actual plus mark-up) Actual plus 20% Labor per Man-hour for Inventory&Repacking $23.00 per hour Reports FREE Starpoint Record Storage Carton&Barcode $2.50 each unit 22 Media and Vital Records Management Monthly Storage Charges(in vault) Tape Reel(In Racks) $0.42 each unit Tape Cartridge $0.29 each unit CD-ROM $0.29 each unit 0.75 cu.ft.turtle") $3.10 each unit Container: (1.2 cu.ft.) $4.15 each unit (Minimum Storage Billing:$40.00) Generation of Inventory New Tape/CD Input $ 1.50 each unit Retrieval Reel/Cartridge/CD-ROM $ 1.50 each unit Container $ 1.50 each unit Refile Reel/Cartridge/CD-ROM $ 1.50 each unit Container $ 1.50 each unit Delivery&Pick up Reel/Cartridge/CD-ROM/Container $ 1.15 each unit Pick Up/Delivery(within 30 miles—includes first unit) $ 12.50 per trip Rush Trip Charge $37.50 per trip (Also applies to after-hours,weekends,and holidays) Permanent Removal Reel/Cartridge/CD-ROM/Container $3.60 each unit (retrieval,data entry,docking) Other Services Mail/FedEx Actual plus 20% Labor per Man-hour for inventory&repacking $23.00 per hour Reports FREE 23 Imaging Proposed pricing only. All imaging projects must be sampled. Imaging Project Admin,Preparation&Set-up fee $200.00 Project Admin,Preparation&Set-up fee w/PaperVision $250.00 Project Admin,Preparation&Set-up fee w/ImageSilo $250.00 Document Scanning" 8.5 x 11 $0.08 per page 8.5 x 14 $0.11 per page 11 x 17 $0.25 per page 17 x 22 $0.88 per page 22 x 34 $ 1.25 per page 28 x 40 $ 1.38 per page 34 x 44 $ 1.50 per page X-ray Scanning $3.00 per film "Prep&indexing $23.00 per hour PaperVision Enterprise Software 1-9 seats $ 1500 per seat 10-99 seats $ 1200 per seat 99+ $ 1000 per seat Annual maintenance $200 per seat PaperVision Xpress Software $ 800 per seat Annual maintenance $ 100 per seat ImageSilo Web Retrieval Monthly storage Charge $50.00 per 1 GB Technical Support Hourly $50.00 per hour Site visit $250 minimum Support call $ 15.00 Destruction Services Confidential Pickup and Destruction $40.00/bin/visit* *Once a month service minimum/console supplied during term of service Confidential Console Purchase $ 150.00 each Box/File/Paper $0.16 per lbs Other Storage Other Storage/Floor Space $ 1.00 per sq. ft. Please note that these prices are subject to change depending on volume of storage 24 Exhibit B T'ARROINT Container Transmittal GLOBAL SERVICES ACCOUNT"NAME DEPT Bar Code# 0.0amer s# De6two m Date IDENTIFICAmON: I I I I I I J I i l l l l (.J 1 1 1 1 1 I I 1 I J I I I I FIN in an spmw MM J Ob 1 YY YY Media Type Date Range CONTENTS: I I I I I I I I I k l ! I I I I I I I I t I I I I I I FMM To Sequence Flange Fmm TO TEXT DESCRIPTION(Please Print) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 25 Exhibit C Authority For Access This shall be considered authorization for the following named individuals to have access to the contents held in the account of: Client Name: Client Account No. Department Sub Department Client Address: City: State: Zip Code: at Starpoint Global Services.These same individuals shall be considered having authority to order any and all disposition of the contents of this account by personal access,telephone,facsimile,email or written request until further written notice. ADD THE FOLLOWING: (Printed First Name) (Printed Last Name) (Optional Password,8 characters) (Signature) (Printed First Name) (Printed Last Name) (Optional Password,8 characters) (signature) (Printed First Name) (Printed Last Name) (Optional Password,8 characters) (Signature) 9 ) (Printed First Name) (Printed Last Name) (Optional Password,8 characters) (Signature) (Printed First Name) (Printed Last Name) (Optional Password,8 characters) (Signature) (Printed First Name) (Printed Last Name) (Optional Password,8 characters) (Signature) (Printed First Name) (Printed Last Name) (Optional Password,8 characters) (Signature) VOID THE FOLLOWING: (Printed First and Last Name) (Printed First and Last Name) (Printed First and Last Name) (Printed First and Last Name (Printed First and Last Name) (Printed First and Last Name (Printed First and Last Name) (Printed First and Last Name THIS AUTHORIZATION MUST BE SIGNED BY AN OFFICER OR AUTHORIZED MANAGER OF THE COMPANY (Print Name) (Signature) (Title) (Date) This document is confidential and contains the names of those individuals who are authorized to access any and all records stored at Starpoint Global Services.This information is intended only for the use of those individuals.Do not copy or distribute.To maintain security of your records please notify us immediately of any and all changes using this form.Changes become effective 24 hours after receipt of Original Copy.Fax and photocopies cannot be accepted.I mag 26 Exhibit B ADDITIONAL TERMS AND CONDITIONS The following additional terms and conditions shall apply to this agreement. 1. STORED MATERIAL - Provider shall store the Stored Material identified by County on the Container Transmittal Form("Exhibit E"). County and Provider may change, delete or add to the Stored Material by written agreement only. Additional materials shall, unless otherwise indicated in writing,be deemed to be held under these same terms and conditions and shall be considered part of the Stored Material. 2. ACCEPTANCE -In the absence of an executed contract, County's act of tendering material for storage to Provider constitutes acceptance by County of the terms, conditions and rated contained within this agreement. 3. COUNTY AUTHORIZED REPRESENTATIVES - County must designate all individuals that are authorized to have access to the Stored Material by identifying said individuals on Provider's Access Authorization form ("Exhibit F'). Only the Authorized Representative and Secondary Authorized Representative may authorize destruction of the Stored Material. 4. ACCESS TO STORED MATERIALS - Provider shall conduct services pertaining to the Stored Material only pursuant to direction of County's agent(s) identified by County on Provider's Access Authorization form. County represents that the Authorized Representative and the Secondary Authorized Representative have full authority to order all services that pertain to the Stored Material including, but not limited to, removal and destruction of Stored Material. The Provider reserves the right to deny access to or delivery of the Stored Material until such time as County has cured any default under this agreement. 5. DESTRUCTION OF RECORDS - Upon written instruction from County's Authorized Representative or County's Secondary Authorized Representative, Provider may destroy the Stored Material. The County releases the Provider from all liability by reason of the destruction of Stored Material pursuant to such authority. 6. RULES - County shall not, at any time, store with Provider any narcotics, Hazardous Materials as hereinafter defined,or materials otherwise considered to be highly flammable,explosive,toxic,radioactive or which may attract vermin or insects, or any other materials which are otherwise illegal, dangerous and unsafe to store or handle. Provider reserves the right to open and inspect the Stored Materials tendered for storage restrictions and guidelines. For purposes of this agreement, the term "Hazardous Materials" shall mean and refer to any wastes, materials, or other substances of any kind or character that are or become regulated as hazardous or toxic waste or substances, or which require special handling or treatment, under any local,state or federal law,rule,regulation or order. 7. Medicare Access to Records. Each party shall keep, and allow the other party reasonable access to, full and accurate books and records of all services rendered hereunder. Further, to the extent required by Section 1395x(v)(1)(I)of Title 42 of the United States Code,until the expiration of four years after the termination of this Agreement, Contractor shall, upon written request, make available to the Secretary of the United States Department of Health and Human Services, or to the Comptroller General of the United States General Accounting Office,or to any of their duly authorized representatives,a copy of this Agreement and such books, documents, and records as are necessary to certify the nature and extent of the costs of the services Contractor provided under this Agreement. BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement")is made effective the 21S`day of October, 2013,by and between Orange County Government by and through the Orange County Health Department ("Covered Entity"), and Starpoint Global Services, ("Business Associate"). Covered Entity and Business Associate may be referred herein individually as a "Party" or collectively as the "Parties". This Agreement supersedes any previously executed Business Associate Agreement between the Parties. WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Public Law 104-191, as modified by the Health Information Technology for Economic and Clinical Health Act ("HITECH"), Public Law 111-5, known as "the Administrative Simplification provisions," direct the Department of Health and Human Services to develop standards to protect the security,confidentiality and integrity of health information; and WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services ("Secretary") has issued regulations modifying the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from time to time (the"HIPAA Security and Privacy Rule"); and WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Business Associate may be considered a"Business Associate" of Covered Entity as defined in the HIPAA Security and Privacy Rule (the agreement evidencing such arrangement is detailed below and hereinafter referred to as the"Service Agreement(s)"); and WHEREAS, Business Associate may have access to Protected Health Information as defined below)in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement, compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect the interests of both Parties. I. DEFINITIONS (a) Service Agreement. Agreement(s)for services affected by this HIPAA Business Associate Agreement, which this Business Associate Agreement shall be attached to, and is (are) hereby incorporated by reference, and which shall be taken and considered as a part of this document the same as if fully set out herein: Starpoint Global Services (b) Catch-all Provision. Except as otherwise defined herein, any and all capitalized terms in this Agreement shall have the definitions set forth in the HIPAA Security and Privacy Rule,45 CFR Parts 160 and 164, subparts A and E. In the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Security and Privacy Rule,as amended,the HIPAA Security and Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy Rule,the provisions of this Agreement shall control. 1 October 2013 (c) Electronic Protected Health Information. Protected Health Information that is transmitted by or maintained in Electronic Media(as defined in the HIPAA Security and Privacy Rule). (d) Protected Health Information. "Protected Health Information" shall have the same meaning as the term in 45 CFR § 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity and includes without limitation `Electronic Protected Health Information." Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any form,including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entity's behalf shall be subject to this Agreement. (e) Required by Law. "Required by Law" shall have the same meaning as the term in 45 CFR§ 164.103. IL OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE (a) Use and Disclosure. Business Associate agrees to fully comply with the requirements under the HIPPA Security and Privacy Rule applicable to Business Associates and not to use or disclose Protected Health Information other than as permitted or required by this Agreement, the Service Agreement or as Required by Law. To the extent Business Associate carries out obligations of Covered Entity under the HIPAA Security and Privacy Rule, Business Associate shall comply with the applicable provisions of the HIPAA Security and Privacy Rule as if such use or disclosure were made by Covered Entity. Business Associate agrees to comply with Covered Entity's policies regarding the minimum necessary use or disclosure of Protected Health Information. (b) Appropriate Safeguards. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as provided for by this Service Agreement(s), this Agreement or as Required by Law. This includes the implementation physical, technical and administrative safeguards to prevent use or disclosure of Protected Health Information other than as permitted in this Agreement or Required by Law and reasonably and appropriately protect the confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the HIPAA Security and Privacy Rule. The Business Associate shall maintain appropriate documentation of its compliance with the HIPPA Security and Privacy Rule, including, but not limited to, its policies, procedures, records of training and sanctions of members in its workforce. (c) Assurances. Business Associate agrees to provide Covered Entity with written assurances that any Protected Health Information placed on any type of mobile media, including, but by no means limited to, lap top computers, Ipads and mobile phones, is encrypted in accordance with guidance issued by the Secretary. (d) Agents and Subcontractors. Business Associate shall require any agents, including any subcontractors, to whom it provides Protected Health Information from Covered Entity that is created, received, maintained or transmitted on behalf of Business Associate to agree by written contract with Business Associate to the same (or greater) restrictions, conditions and requirements that apply to Business Associate with respect to such information, and to agree to implement reasonable and appropriate safeguards to protect any of such information that is Electronic Protected Health Information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or omissions do not cause Business Associate to breach the terms of this Agreement. (e) Mitigation of Breach. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health 2 October 2013 Information by Business Associate in violation of the requirements of this Agreement, as well as to provide complete cooperation to Covered Entity should Covered Entity elect to review or investigate such noncompliance or Security Incident. Business Associate shall cooperate in Covered Entity's breach analysis and/or risk assessment, if requested. Furthermore, Business Associate shall cooperate with Covered Entity in the event that Covered Entity determines that any third parties must be notified of a Breach,provided that Business Associate shall not provide any such notification except at the direction of Covered Entity. (f) Breach Reporting. Business Associate shall report in writing to Covered Entity's Privacy Officer (see Exhibit A), any use or disclosure of Protected Health Information that is not in compliance with the terms of this Agreement, as well as any Security Incident and any actual or suspected Breach, of which it becomes aware, without unreasonable delay, and in no event later than forty-eight (48) hours of such discovery. For purposes of this Agreement, "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. Such notification shall contain the elements required by 45 C.F.R. § 164.410. (g) Compliance. To the extent applicable, Business Associate will comply with (i) Covered Entity's Notice of Privacy Practices; (ii) any limitations to which Covered Entity has agreed in regard to an Individual's permission to use or disclose his or her Protected Health Information; and (iii) any restrictions to the use or disclosure of Protected Health Information to which Covered Entity has agreed or is required to agree. (h) Government Access. Business Associate will make its internal practices, books and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the terms of the HIPAA Security and Privacy Rule, and, at the request of the Secretary, will comply with any investigations and compliance reviews,permit access to information, and cooperate with any complaints, as Required by Law. Without unreasonable delay and, in any event, no more than 48 hours of receipt of the request or notification, Business Associate will notify Covered Entity in writing of any request by any governmental entity, or its designee, to review Business assessment of any kind. (i) Electronic Transactions. If Business Associate conducts any Standard Transactions for or on behalf of Covered Entity, Business Associate shall comply with the requirements under the Electronic Transaction Rule. 0) Audit. Business Associate shall permit Covered Entity, in its discretion, to conduct an audit of Business Associate's compliance with this Agreement, HIPAA, and HITECH. Such audit may consist of an onsite visit, a series of inquiries that require written responses, or both. Business Associate shall promptly and completely respond to Covered Entity's requests for information in support of the audit, which shall not be conducted more than once annually except in cases of an actual or reasonably suspected Security Incident or reasonably suspected noncompliance with this Agreement, HIPAA or HITECH. Each Party shall bear its own costs associated with the audit. (k) Identity Theft. Business Associate shall implement Identity Theft Monitoring Policies and Procedures to protect any patient information that may be breached by the Business Associate to the extent applicable under the Federal Trade Commission's Red Flag Rules. (1) HITECH Compliance. Business Associate shall: A. Not receive, directly or indirectly, any impermissible remuneration in exchange for Protected Health Information or Electronic Protected Health Information, except as permitted by HITECH § 13405(d)or the HIPPA Regulations; 3 October 2013 B. Comply with the marketing and other restrictions applicable to Business Associates contained in HITECH § 13406 and the HIPPA Regulations; C. To the extent required under HITECH § 13404,fully comply with the applicable requirements of 45 CFR 164.502(e)(2) for each use and disclosure of Protected Health Information; D. To the extent required under HITECH § 13401, fully comply with 45 CFR §§ 164.308, 164.310, 164.312,and 164.316; E. To the extent required under HITECH §§13401 and 13404, comply with the additional privacy and security requirements that apply to Covered Entities in the same manner and to the same extent as Covered Entity is required to do so; and F. To the extent required under the HIPPA Regulations, comply with the privacy and security requirements that apply to Business Associates. (m) State Privacy Laws. Business Associate shall understand and comply with state privacy laws to the extent that such privacy laws are not preempted by HIPPA or HITECH. III. PERMITTED USES AND.DISCLOSURES BY BUSINESS ASSOCIATE (a) Use of Protected Health Information on Behalf of Covered Entity. Except as otherwiselimited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities or services for, or on behalf of, Covered Entity described in the Service Agreement, provided that such use or disclosure would not violate the HIPPA Security and Privacy Rule if it were made by Covered Entity or would not violate the Covered Entities minimum necessary policies. (b) Other Uses of Protected Health Information. Except as otherwise limited in this Agreement,Business Associate may use Protected Health Information within its workforce for the proper management and administration of Business Associate not to include Marketing or Commercial Use and to carry out the legal responsibilities of Business Associate; and (c) Third Party Confidentiality. Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that if Business Associate discloses any Protected Health Information to a third party for such purpose, the Business Associate shall enter into a written agreement with such third party requiring the following: A.Disclosure only asRequired by Law;or B. Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality, integrity, and or availability of the Protected Health Information has been breached immediately upon becoming aware. (d) Business Associate may provide data aggregation services relating to the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship as permitted by 45 CFR § 164.504(e)(2)(i)(B). (e) Other Uses Strictly Limited. Nothing in this Agreement shall permit the Business Associate to share Protected Health Information with Business Associate's affiliates or contractors except 4 October 2013 for the purposes of the Service Agreement(s) between the Covered Entity and Business Associate(s) identified in Section I(a)of this Agreement. (f) Covered Entity Authorization for Additional Uses. Any use of Protected Health Information by Business Associate, its affiliate or Contractor, other than those purposes of this Agreement, shall require express written authorization by the Covered Entity, and a Business Associate Agreement or amendment as necessary. Activities which are prohibited include, but are not limited to, Marketing, as defined by 45 CFR § 164.503 or the sharing for Commercial Use or any purpose construed by Covered Entity as Marketing or Commercial Use, even if such sharing would be permitted by federal or state laws. (g) Business Associate may de-identify Protected Health Information only at the specific direction of and only for the use of Covered Entity. Business Associate may not sell Protected Health Information except at the direction of Covered Entity and in compliance with the requirements of the HIPAA Security and Privacy Rule. IV. AVAILABILITY OF PHI (a) Access to Protected Health Information. Business Associate agrees, in the event the Business Associate maintains protected health information in a Designated Record Set,to make available, within ten (10) days of a request by Covered Entity in a time and manner designated by Covered Entity, Protected Health Information in a Designated Record Set, to Covered Entity or as directed by Covered Entity, to an individual in order to meet the requirements of 45 CFR § 164.524 of the HIPAA Security and Privacy Rule. (b) Amendments to Protected Health Information. In the event that the Business Associate maintains Protected Health Information in a Designated Record Set, Business Associate agrees to make any amendment(s) to Protected Health Information in a designated record set that the Covered Entity directs or agrees to pursuant to the HIPAA Security and Privacy Rule at the request of Covered Entity of an individual,within ten(10)days of receipt of a request from Covered Entity and in the time and manner designated by Covered Entity. (c) Accounting of Disclosures. Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures, as required by 45 CFR § 164.528 of the HIPAA Security and Privacy Rule. Business Associate will comply with Covered Entity's policy regarding accounting of disclosures. (d) Document Disclosures. In the event an Individual makes a request under this Section of the Agreement directly to Business Associate, Business Associate will notify Covered Entity of such request within three (3) business days and shall cooperate with, and act only at the direction of Covered Entity in responding to such request. V. OBLIGATIONS OF COVERED ENTITY (a) Notice of Privacy Practices. Covered Entity shall provide Business Associate with the notice of privacy practice that Covered Entity produces in accordance with 45 CFR § 164.520, as well as any changes to that notice. (b) Notice of Changes in Individual's Access or Protected Health Information. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, is such changes affect Business Associate's permitted or required uses. 5 October 2013 (c) Notice of Restriction in Individual's Access to Protected Health Information. Covered Entity shall notify Business Associate of any restrictions to the use or disclosure of Protected Health Information that Covered Entity has agreed in accordance with 45 CFR § 164.522 to the extent that such restriction may affect Business Associate's use of Protected Health Information. VI. PERMISSABLE REQUESTS BY COVERED ENTITY Requests Permissible Under HIPAA. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy or Security Rule. VII. TERMINATION (a) Term. This Agreement shall be effective as of the date first set forth above and shall terminate upon the earlier of (i) the termination of all agreements between the parties, and (ii) the termination by Covered Entity for cause as provided herein. (b) Termination for Cause. Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the Service Agreement immediately ifCovered Entity determines that Business Associate has or will violated any material term of this Agreement. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate this Agreement if Business Associate does not cure the breach or end the violation within the time period specified by Covered Entity. If termination, cure or end of the violation is not feasible,Covered Entity may report the violation to the Secretary. (c) Obligation of Business Associate Upon Termination. At termination of this Agreement, the Service Agreement(or any similar documentation of the business relationship of the Parties), or upon request of Covered Entity, whichever occurs first,Business Associate,shall: A. if feasible,return (in a manner or process approved by the Covered Entity)or destroy all Protected Health Information, regardless of form,including but not limited to paper or electronic format, received from Covered Entity, or created, maintained or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the Protected Health Information. This provision shall also apply to ProtectedHealth Information and other confidential information in the possession of sub-contractors or agents of Business Associate. B. If such return or destruction is not feasible, Business Associate shall (i) retain only that Protected Health Information necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (ii) return or destroy the remaining Protected Health Information that the Business Associate still maintains in any form; (iii)extend the protections of this Agreement to the retained Protected Health Information; (iv) limit further uses and disclosures to those purposes that make the return or destruction of the Protected Health Information not feasible; and (v) return or destroy the retained Protected Health Information when it is no longer needed by Business Associate. (d) Survival. This paragraph shall survive the termination of this Agreement and shall apply to Protected Health Information created, maintained, or received by Business Associate and any of its subcontractors. VIII. MISCELLANEOUS 6 October 2013 (a) Indemnification. Business Associate agrees to indemnify, defend, and hold harmless Covered Entity, its officers, agents, contractors and agents, against, and in respect of, any and all claims, losses, expenses, costs, damages, obligations, penalties, and liabilities which Covered Entity may incur by reason of Business Associate's breach of or failure to perform any its obligations pursuant to this Agreement, including but not limited to any injury or damages arising from any noncompliance with this Agreement or any Security Incident attributable to the negligence of Business Associate, including failure to execute the terms of this Agreement. Further,Business Associate agrees to indemnify,defend, and hold harmless Covered Entity, its officers, employees, contractors and agents, against all costs and expenses, including but not limited to, reasonable legal expenses, which are incurred by or on behalf of Business Associate in connection with the defense of such claims. (b) Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement, HIPAA, HITECH, or the HIPAA Regulations will be adequate or satisfactory for Business Associate's own purposes. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of Protected Health Information. (c) Assistance in Litigation or Administrative Proceedings. Business Associate shall make itself, and any subcontractors, employees, affiliates or agents assisting Business Associate in the performance of its obligations under this Agreement, available to Covered Entity, at no cost to Covered Entity, to testify as witnesses, or otherwise,in the event of litigation or administrative proceedings being commenced against Covered Entity, its directors, officers or employees based upon a claimed violation of HIPAA, HITECH, the HIPAA Regulations, or other laws relating to security and privacy, except where Business Associate or its subcontractor,employee or agent is named adverse party. (d) Survival. The obligations of Business Associate under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the Service Agreement and/or the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. (e) Ownership of Information. Covered Entity holds all right, title, and interest in and to the Protected Health Information and Business Associate does not hold and will not acquire by virtue of this Agreement or by virtue of providing goods or services to Covered Entity, any right, title, or interest in or to the PHI or any portion thereof. (f) Right to Injunctive Relief. Business Associate expressly acknowledges and agrees that the breach,or threatened breach,by it of any provision of this Agreement may cause Covered Entity to be irreparably harmed and that Covered Entity may not have an adequate remedy at law.Therefore,Business Associate agrees that upon such breach, or threatened breach, Covered Entity will be entitled to seek injunctive relief to prevent Business Associate from commencing or continuing any action constituting such breach without having to post a bond or other security and without having to prove the inadequacy of any other available remedies. Nothing in this paragraph will be deemed to limit or abridge any other remedy available to Covered Entity at law or in equity.Except as expressly stated herein or in the HIPAA Security and Privacy Rule, the parties to this Agreement do not intend to create any rights in any third parties. (g) Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the HIPSS Regulations. In addition, this Agreement may be amended or modified by the Parties only in writing. (h) Assignment. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. 7 October 2013 (i) Independent Contractor. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. This Agreement will be governed by the laws of the State of North Carolina. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. 0) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH or the HIPAA Regulations means the section as it currently is in effect or as amended. (k) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Regulations. The parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health Information that are more restrictive than the provisions of this Agreement, the more restrictive provisions will control. The provisions of this Agreement are intended to establish the minimum requirements regarding Business Associate's use and disclosure of Protected Health Information. (1) Severability. In the event any part or parts of this Agreement are held to be unenforceable, the remainder of this Agreement will continue in effect. In addition, in the event a party believes in good faith that any provision of this Agreement fails to comply with the then-current requirements of the HIPAA Security and Privacy Rule, such party shall notify the other party in writing. For a period of up to (30) thirty days, the parties shall address in good faith such concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, a party believes in good faith that the Agreement fails to comply with the HIPAA Security and Privacy Rule, then either party has the right to terminate upon written notice to the other party. (m) Notices and Communications. All instructions, notices, consents, demands, or other communications required or contemplated by this Agreement shall be in writing and shall be delivered to the Party at the address below: For Covered Entity: For Business Associate" Orange County Health Department Starpoint Global Services 300 West Tryon Street 1 Ashley Wade Lane Hillsborough NC,27278 Chapel Hill,NC 27516 (919)245-2411 (919)942-2737 (n) Strict compliance. No failure by any Party to insist upon strict compliance with any terms or provisions of this Agreement, to exercise any option, to enforce any right, or to seek any remedy upon any default of any other Party shall affect, or constitute a waiver of, any Party's right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, or contemporaneous, or subsequent default. No custom or practice of the Parties at variance with any provisions of this Agreement shall affect, or constitute a waiver of, any Party's right to demand strict compliance with all provisions of this Agreement. (o) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina except to the extent that North Carolina laws have been pre-empted by HIPAA and without giving effect to principals of conflicts of law. Jurisdiction shall be Orange County, North Carolina, for purposes of litigation resulting from disagreements of the Parties for purposes of this Agreement and the Service Agreement(s). (p) E-Verify.Employers and their subcontractors with 25 or more employees as defined in Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract 8 October 2013 with governmental units. E-Verify is a Federal program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes shall constitute breach of this Agreement. If applicable, by executing this Agreement, Business Associate affirms that they are in compliance with Article 3 of Chapter 64 if the North Carolina General Statutes. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: BUSINESS-ASSOCIATE: By: By: Title: Title: h L5l Nr/f W h Olg)�Vl ST�RP�rN i 9 October 2013 EXHIBIT A COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION To report to Covered Entity any use or disclosure of Protected Health Information not in compliance with the terms of this Agreement that might be considered a privacy breach,Business Associate should contact the Privacy Officer at the applicable entity.To report to Covered Entity any Security Incident(as defined in the Agreement),Business Associate should contact Carla Julian(919)245-2434,or the Security Officer at The Orange County Health Department. 10 October 2013 Exhibit D STARROINT GLOBAL SERVICES 800-STAR-344 STORAGE AGREEMENT ACCOUNT: (Orange County Health Department) Client: Orange County Health Department Billing Address (If Different) Street Address:300 West Tryon St. Street or Box No: City, State, Zip:Hillsborough, NC27278 City, State, Zip: Primary Contacts: Susan Young Billing Contact: Telephone: (919) 245-2403 Telephone: Fax: Fax: Email: syoung @co.orange.nc.us Email: Starpoint Global Services("Company") hereby agrees to accept for storage under its management system at its facilities, such record material (the"Stored Material")as Orange County Health Department(the"Client") requests,subject to all terms and conditions herein. Client agrees to pay Company according to the Company's current rate schedule, as amended from time to time. Company's current rate schedule is attached hereto as Exhibit G and incorporated herein by reference. CLIENT STARPOINT GLOBAL SERVICES Name: Michael Talbert Name: Richard H.-Ray, Jr. Signature: Signature: g Title: Interim County Manager Title: Director of Business Development Date: Date: )0 / / 1/20( 3 Exhibit E TAR!POINT GLOBAL SERVICES Container Transmittal ACCOUNT NAME DEPIr Bar Coda# Customer k# Destruction Dale IDENTIFICATION: 1_ l l 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 L_I_1 11 I I I I FN in aP s000m MM l oo l YY YY Media Type Date Range CONTENTS: I I I I I 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Ftftft TO Sequence Range IIIII11111 - li111 IIIIIIIlIl111111 From To TEXT DESCRIPTION(Please Print) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - z _ . _ . . _ _ 2 Exhibit G Starpoint Global Services Price list as of January 1,2012 Records Management SPECIALPRICINGFORORANGECOUNTY HEALTH DEPT. $0.046 per image for Scanning (Scanning Projects are all-inclusive,and not subject to any charges for intake or monthly storage) Monthly Storage Charges (Minimum Storage Billing: $40.00) Secured Box Storage per cu.ft. $0.275/cubic foot Secured Box Storage(1.2 cu.ft.) $0.33 each unit Secured Box Storage(2 cu.ft.) $0.60 each unit Secured Bankers(check)Box $0.28 each unit Secured File/X-ray Storage $0.05 each unit Generation of Inventory New Box Input $ 1.50 each unit New File Input $0.75 each unit Retrieval Box $ 1.50 each unit File/Interfile $ 1.50 each unit Refile Box $ 1.50 each unit File/Interfile $ 1.50 each unit Permanent Removal Box/File(retrieval,data entry,docking) $3.60 each unit Delivery&Pick Up Boxes/Files $ 1.00 each unit Pick Up/Delivery(within 30 miles—includes first unit) $ 12.50 per trip Rush Trip Charge $37.50 per trip (Also applies to after-hours,weekends,and holidays) X-ray Digitization $3.00 per film Secured and Certified Destruction Box/File $0.16 per lbs X-ray $0.00 per lbs Certificate of Destruction No Charge Other Services Priority Search,Box/File $ 15.00 per search Priority Dock Access(access within 2 hours,or same day after 11:00 AM) $6.00 per event Photo Copies $0.40 per page Facsimile $0.40 per page Mail/Fed Ex(Actual plus mark-up) Actual plus 20% Labor per Man-hour for Inventory&Repacking $23.00 per hour Reports FREE Starpoint Record Storage Carton&Barcode $2.50 each unit 4 Media and Vital Records Management Monthly Storage Charges(in vault) Tape Reel(In Racks) $0.42 each unit Tape Cartridge $0.29 each unit CD-ROM $0.29 each unit 0.75 cu.ft.turtle") $3.10 each unit Container: (1.2 cu.ft.) $4.15 each unit (Minimum Storage Billing:$40.00) Generation of Inventory New Tape/CD Input $ 1.50 each unit Retrieval Reel/Cartridge/CD-ROM $ 1.50 each unit Container $ 1.50 each unit Refile Reel/Cartridge/CD-ROM $ 1.50 each unit Container $ 1.50 each unit Delivery&Pick up Reel/Cartridge/CD-ROM/Container $ 1.15 each unit Pick Up/Delivery(within 30 miles—includes first unit) $ 12.50 per trip Rush Trip Charge $37.50 per trip (Also applies to after-hours,weekends,and holidays) Permanent Removal Reel/Cartridge/CD-ROM/Container $3.60 each unit (retrieval,data entry,docking) Other Services Mail/FedEx Actual plus 20% Labor per Man-hour for inventory&repacking $23.00 per hour Reports FREE 5 Imaging Proposed pricing only. All imaging projects must be sampled. Imaging Project Admin,Preparation&Set-up fee $200.00 Project Admin,Preparation&Set-up fee w/PaperVision $250.00 Project Admin,Preparation&Set-up fee w/ImageSilo $250.00 Document Scanning** 8.5 x 11 $0.08 per page 8.5 x 14 $0.11 per page 11 x 17 $0.25 per page 17 x 22 $0.88 per page 22 x 34 $ 1.25 per page 28 x 40 $ 1.38 per page 34 x 44 $ 1.50 per page X-ray Scanning $3.00 per film **Prep&indexing $23.00 per hour PaperVision Enterprise Software 1-9 seats $ 1500 per seat 10-99 seats $ 1200 per seat 99+ $ 1000 per seat Annual maintenance $200 per seat PaperVision Xpress Software $800 per seat Annual maintenance $ 100 per seat ImageSilo Web Retrieval Monthly storage Charge $50.00 per 1 GB Technical Support Hourly $50.00 per hour Site visit $250 minimum Support call $ 15.00 Destruction Services Confidential Pickup and Destruction $40.00/bin/visit* *Once a month service minimum/console supplied during term of service Confidential Console Purchase $ 150.00 each Box/File/Paper $0.16 per Ibs Other Storage Other Storage/Floor Space $ 1.00 per sq.ft. Please note that these prices are subject to change depending on volume of storage 6 STARP-2 OP ID:PB1 ACORO° DATE(MWDDJYYYY) CERTIFICATE OF LIABILITY INSURANCE 10/22113 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement S. PRODUCER Phone:910-455-7576 NAME: Triangle Insurance Group Inc Fax'910-455-7481 PHONE N ; 627 Gum Branch Road C Jacksonville,NC 28540 Res: Jim Nappier INSURE S AFFORDING COVERAGE NAIC tM INSURER A:Auto-Owners Insurance 16988 INSURED Starpoint,Inc. INSURER 8:FCCI Insurance 10176 PO Box 707 INSURER C:Accident Fund Ins.Co.of Amer Carrboro, NC 27510 INSURER D: f. INSURER E INSURER F: COVERAGES CERTIFICA'T'E NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. R ADM sum POLICY EFF TYPE OF INSURANCE POLICY NUMBER POL Y LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 DAMME To RENTED B rX COMMERCIAL GENERAL LIABILITY CPPOO13574 03125/13 03125114 PREMISES Es ce $ 100,00 CLAIMS-MADE Q!OCCUR MED EXP An one person) $ 5,00 PERSONAL 8 ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG S 2,000.00 POLICY PRO LOC S AUTOMOBILE LIABILITY acciderd RGLE LSIACT.. . 1,000,00 A X ANY AUTO 936788500 02/26/13 02126114 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Par accident) $ AUTOS AUTOS X' HIRED AUTOS X AUTOS WNED PPas'accktent E S $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE S EXCESS LIAR CLAIMS-MADE AGGREGATE $ QED I I RETENTIONS $ WORKERS COMPENSATION X WCSTATU- OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN C NIA CV6090277 04112M 3 . 04/12/14 IEL,EACH ACCIDENT $ 1.000,00 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E L DISEASE-EA EMPLOYEE $ 1,000.0 It yes,describe under 1,000,00( DESCRIPTION OF OPERATIONS hekrv� EL DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) CERTIFICATE HOLDER CANCELLATION ORANGE? - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County Health Dept. ACCORDANCE WITH THE POLICY PROVISIONS. Janet Sparks,Keith Chnupa 131 West Margaret Lane AUTHORIZED REPRESENTATIVE Hillsborough,NC 27278 / ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 26(2010/05) The ACORD name and logo are registered marks of ACORD