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HomeMy WebLinkAbout2013-503 Tax - Starpoint Global Services for Digital Conversion of Paper Records $85,175 [Departmental Use Only] TITLE Starpoint Global Services NORTH CAROLINA FY FY 2013-14 ORANGE COUNTY SERVICES AGREEMENTUNDER$90,000.00 This Services Agreement (herinafter "Agreement"), made and entered into this 23rd day of October, 2013, ("Effective Date") by and between Orange County,"County')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): Estimated Cost and Service Proposal for digital Conversion of Records provided by Starpoint Global Services for the Orange County Tax Department, dated September 19, 2013 ("Proposal"), attached as Exhibit A, Additional Terms and Conditions, attached as Exhibit B, Storage and Security Safeguards, attached as Exhibit C, Storage Agreement, attached as Exhibit D, Container Transmittal, attached as Exhibit E, Authority for Access, attached as Exhibit F, and Starpoint Estimated Budgetary Costs, attached as Exhibit G, Starpoint price list as Exhibit H, 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. 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 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. Revised 9/13 1 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 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- Scope of Services Revised 9/13 2 4. Duration of Services a. Term.The term of this Agreement shall be from start date to end date, approximately 120 days. 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 on or before November 15, 2013. 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 ExhibitsA and G, Estimated Budgetary Costs. The maximum amount payable for Basic Services shall not exceed Eighty-Five Thousand One Hundred Seventy-Five (based on image yield of 1,217,500 images at $0.07 each as per Attachment A. Actual may vary) Dollars ($85,175). 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 (Tax Administrator 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.gov/purchasing/contracts.4m). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/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 incurred or anticipated to be incurred by the County due to errors or omissions of the Provider Revised 9/13 4 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. 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 ' Revised 9/13 5 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:Dwane Brinson Starpoint Global Services P.O. Box 8181 Attention: Clay Brinkley Hillsborough,NC 27278 POBox707,CarrboroNC 2751 [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 COUNTY: PROVIDER: �-c�- v.. By: By: Mic dla�l ert,-rnt&ri4C_o`uXny Manager Printed Name and Title This instrument has been approved as to technical content. Dwane Brinson,Department Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. (Y44-a.- X Ax--., Clarence G. Grier, Asst. County Manager/CFO This ns has been approved as to form and legal sufficiency. Ann e M. Moore, O ice of theCounty Attorney Revised 9/13 7 ESTIMATED COST AND SERVICE PROPOSAL PROVIDED BY IT GLOBAL SERVICES Orange County Tax Office FOR Digital Conversion of Records September 19,2013 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. Pricing is based on estimated quantities of documents. Page 1 r RPOINT September 19,2013 Proposal For: Orange County Enterprise Scanning Dwane Brinson 2229 South Churton Street, Suite 200 Hillsborough,NC 27278 Starpoint Global Services ("Starpoint") hereby submits this proposal for the systematic scanning of records belonging to Orange County Tax Office ("OCTO"). Thank you for giving Starpoint the opportunity to provide you with this information. Executive Summary Starpoint Global Services is already a trusted document management vendor of Orange County Government Offices, having digitized all client file for Orange County Child Support Enforcement in 2012 and installing the department's enterprise content management solution, Papervision. Today CSE is truly paperless, and records can be search and crossed referenced in ways previously inefficient or impossible. OCTO currently has a minimum of 410 containers located at the Tax Office. Starpoint proposes to relocate and image OCTO's records off-site at our Chapel Hill imaging center, located 8 miles from the offices. Should any charts or files be needed during the scanning process, Starpoint will physically deliver or fax any requested record back to OCTO within 2 hours during normal business hours. Starpoint will image all records 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 (QC) process, images will be indexed according to PIN Number and File Name as directed from OCTO. Files are to be converted into a set of TIFF images with indexes.. Finally, images will be delivered on the media of OCTO's choosing and ingested into Papervision Enterprise. All images will be delivered in two sets, a primary and a backup disk of generic Adobe PDF's. As an additional quality control measure, Starpoint will store a backup copy of all images in our vault for the lifetime of our business, as well as store the physical records for one year at no cost before securely destroying them. OCTO staff should use the Starpoint barcodes and transmittal sheets to identify their boxes numerically and should maintain an index of contents for each numbered box for future reference of location for individual files. Page 2 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 OCTO • Giving access to records only to authorized personnel • Retrieving and delivering records when needed by OCTO • Making any additions to inventory as needed by OCTO • Confidentially and securely purging and destroying files as needed by OCTO The Starpoint Difference Starpoint is unique within our industry for several reasons, and can offer OCTO a customized and proven approach to adding records into their digital system. Through our continual use of non-proprietary formats and databases, Starpoint guarantees your facility future access to all records, regardless of vendor relationships. Images will be delivered in the formats of TIFF Group IV and Adobe PDF so that any image file can be viewed in its native format through common Windows interfaces. Additionally, our committal to on-time delivery of any requested chart separates our work from our competitors. We remain committed to the idea that the integrity of each chart is paramount, with pages never being removed from their master chart or combined with other documents for gains in speed. Utilizing this scanning method and our decades of experience in records management, we guarantee 30 minute access to any file during normal business hours. Overview Since 1989 Starpoint Global Services has provided the best option in records and information management services to discerning companies who demand more from their providers than simple storage. Starpoint is known as "The File Management Experts". Our commitment to accuracy of operations and guaranteed delivery of both paper and digital files make us unique within our industry. There is no question, regardless of how your archived records are currently maintained, that you will benefit from our quality of service, customer satisfaction, and increased effectiveness. 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 the records management industry. 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 Page 3 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. Once scanned, all data is guaranteed to be exported in a useful manner, as directed by OCTO. Images will be individually compared to originals in a rigorous QC process and indexed according to direction. Additionally, as a free service, Starpoint will permanently store a copy of all images and indexes for disaster recovery. This backup will be stored in our secure HVAC vault in Chapel Hill,NC, and tested on an annual basis for consistency. The combination of professional, accurate scannin ima ing and 24 years of experience in file management is a distinct advantage that Starpoint can offer OCTO. Scope of Work All-Inclusive Intake and Inventory •Deliver any chart or file needed by OCTO during normal business hours for the duration of the scanning process. •Provide all personnel and equipment to pack the charts and transport them to Starpoint's information management facility." •Establish authorized access and OCTO users. **Containers are available to OCTO at charge of$1.00 each(60%discount).Inclusive coverage of packing and transport applies only to simple packing of records straight off of shelves.Selective pulls and purging projects will result in$23.00/hour labor charge. Digital Conversion •Files will be prepped for feeding into the scanners by removing paper clips, staples and post-it notes, copying and repairing damaged pages, and demarcating individual visits. •Starpoint will image all pages at full duplex mode with our Ultrasonic Multi-Feed Detection equipped 136we 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 as directed by OCTO. Page 4 •Images will be exported to a media(external drive array, CD or DVD) and format (PDF) of OCTO's choosing. Starpoint will deliver two copies of the information for ensured future access, using Adobe PDFs as directed by OCTO. •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 OCTO to gain authorization for destruction and destroy said records at no charge and issue a Certificate of Confidential Destruction. •Additionally, as a free service, Starpoint will permanently store a copy of all images and indices for disaster recovery. This backup will be stored in our secure HVAC vault in Chapel Hill,NC and tested on an annual basis for consistency. Estimated Budketary Costs Digital Conversion for all three departments Estimated 1.2 Cubic Foot Containers 410 Estimated Linear Inches of Charts 5904 Estimated Images (based on approx.yield of 1,127,500 2,750 duplex images per container) Cost of service: • $0.07 per Image (all-inclusive*) • Estimated Image Total: 1,127,500 • Container Cost: $410.00 • Estimated Image Cost: $78,925.00 License for Papervision Access • 5 Concurrent Users $6,250.00 • Total Budgetary Investment: $85,175.00 *Includes: Boxing/Pick-Up of Records Barcoding Containers and Input into Tracking Database Transport 24/7 Access and Retrieval of Documents Prepping, Scanning and Indexing of All Images QC of Scanned Data(Comparison of Images to Originals) Data Delivery as Requested One Year of Free Storage of Originals Page 5 Competitive Edge: The pricing above enables us to offer you the quality and level of service you have requested, however if you feel our pricing is not competitive,please give us the opportunity to work with you in creating a proposal that is mutually acceptable. All pricing established within this agreement supersedes pricing listed in attached Schedule A. This agreement pertains to an all-inclusive scanning project and there are no fees associated with the project beyond the established per-image rate and the cost of containers should OCTO request them. Pricing for services listed in Schedule A are for OCTO's reference and are applicable only if OCTO opts to maintain storage of physical hardcopies at Starpoint beyond the year of free storage associated with the scanning project. I will call to confirm your receipt of this proposal and to answer any questions you may have. You may reach me by any of the methods listed below. Best regards, Claiborne Brinkley Tel: 919-933-0247 VP Fax: 919-942-1400 Starpoint Global Services Cell 919-210-6841 P.O. Box 707 E-Mail: Claykstgmointusaxom Carrboro,NC 27510 Page 6 Standard Pricing SCHEDULE A Starpoint Global Services Price list as of January 1,2011 Records Management Monthly Storage Charles (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 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 Page 7 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 how PaperVision Enterprise Software 1-9 seats $ 1500 per seat 10-99 seats $ 1200 per seat 99+ $ 1000 per seat Annual maintenance $200 per seat P_aperVision 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 how 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 Page 8 \ GLOBA, L SERVI C— ES STORAGE AGREEMENT ACCOUNT NUMBER: Client: Billing Address (If Different) Street Address: Street or Box No: City, State, Zip: City, State, Zip: Primary Contact: Billing Contact: Telephone: Telephone: Fax: Fax: Email: 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 Lexington Memorial (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 included herein and incorporated herein by reference. CLIENT STARPOINT GLOBAL SERVICES Name: Name: Claiborne Brinkley Signature: Signature: Title: Title: Vice President Date: Date: Page 9 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 Schedule 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 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. 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 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. Page 10 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. The Stored Material is not insured by Company against loss or injury, irrespective of the cause of the loss or injury. Client understands and acknowledges that normal deterioration and aging of record media occurs with time and Company assumes no liability for such deterioration. 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. 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. 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 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. 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. 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 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 Page 11 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 Client shall not, at any time, store with Company any narcotics, Hazardous Materials as hereinafter deemed, 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. Page 12 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. 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)(1) 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: Signature: Signature: Title: Title: Date: Date: Page 13 Exhibit A BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement("Agreement')is by and between Marshall County Hospital("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."HIPAA 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 prOCTOsing or administration, data analysis, prOCTOsing or administration, utilization review, Page 14 quality assurance, billing, benefit management, practice management, and repricing;or b) any other function or activity regulated by the HIPAA Regulations;or (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 "PHI" 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 Page 15 required by law or for the purpose for which it was disclosed to the 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. Page 16 E 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; 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; Page 17 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 August 17, 2011, 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. d. Knowledge of Non-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 Page 18 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 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: Page 19 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: To Business Associate: Starpoint Global Services PO Box 707 Chapel Hill,NC 27514 Attention:Clay Brinkley 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. Page 20 Exhibit B RROINT Container Transmittal ACCOUNT NAME DEPT BWC.O&# CUSt0ffwI** DnbuctIon D" IDENTIFicA,nON- Fm im so$Pat" MMIDDIYYYY Moft Typo DateRwV6 CONTENTS: FMft TO Sequence Range fill I 1111-] 1- 1 1 1 1" 1 ...... FMM To TEXT DESCRIPTION(Please Print) . . . . . . - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - . .. . . . . . . . . . . - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -0--- -- - - - - - - - - - - - - - - - - - - - - - -- Page 21 Starpoint Global Services �TARPOINT PO Box 5151 GLOBAL &E R V I C E S Chapel Hill,NC 27514 919-942-6666 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) (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) Page 22 (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 A UTHPRIZATION MUST BE"ZtGNED BY'AN OFFICER' AUTHORIZED MANAGER,OF,THE COMPANY Authorized By: (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. Page 23 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 deemed, 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. 8. CONFIDENTIALITY- It is expressly understood by Provider that under the provisions of North Carolina General Statute §105-299, it and its employees are subject to the State Confidentiality Statutes (General Statute §105-289(1) and General Statute §105-259) and the penalties contained therein. Provider agrees to abide by the North Carolina Statutes concerning confidentiality of taxpayer records and shall hold the County harmless from any liability which may result from an action involving Provider or its employees or agents regarding confidentiality of taxpayer records. STARP-2 OP ID:PB1 ACORO° DATE(MMIDD/YYYY) `.....- CERTIFICATE OF LIABILITY INSURANCE F 10122/13 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 NC2ME T : Triangle Insurance Group Inc Fax 910-455-7481 PHONE 827 Gum Branch Road 11wft 111% Jacksonville,NC 28540 Jim Nappier INSURERISI AFFORDING COVERAGE NAIC 0 INSURERA:Auto-OWners Insurance 18988 INSURED Starpoint,Inc. INSURERS:FCCI Insurance 10178 PO Box 707 INSURER C:Accident Fund Ins.Co.of Amer Carrboro, NC 27510 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE 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. rB TYPE OF INSURANCE POLICY NUMBER M LIMIT$ GENERAL LIABILITY EACH OCCURRENCE S 1,000,00 X COMMERCIAL GENERAL LIABILITY PPOO13574 03/25113 03/25/14 PR DAMAGE TO REN I to MI n e 3 _ 100,00 CLAIMS-MADE a OCCUR MED EXP(M one arson) $ 5+� PERSONAL&ADV INJURY S 1+000,00 GENERAL AGGREGATE $ 2+000.0 GEN'L AGGREGATE'LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG S 2,000,00 POLICY F PRO LOP $ AUTOMOBILE LIABILITY I 1,000,00 A X ANY AUTO 4936788600 02/26/13 02126/14 BODILY INJURY(Per person) S ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTYCAMIAGE (Per 0 S X HIRED AUTOS X AUTOS S UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAS CLAIMS-MADE AGGREGATE S pFD I I RETENTION S WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY C ANY PROPRIETOR/PARTNER/EXECUTIVE YIN CV6090277 04112/13 04112114 E.L.EACH ACCIDENT $ 1,000,00 OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH) E L.DISEASE-EA EMPLOYEE i _ 1,000+00 IF yes,describe under E.L.DISEASE-POLICY LIMIT S 1+000+ DESCRIPTION O OPERATIONS bw 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 a'1/ C 1988-20(110/ACORD CORPORATION. All rights reserved. ACORD 26(2010/05) The ACORD name and logo are registered marks of ACORD