HomeMy WebLinkAbout2014-172 IT - StarPoint Global Services Scanning Orange County Digital Conversion of Enterprise Records $100,656 �T
[Departmental Use Only]
TITLE StarPoints Global Services
FY 2013-14
NORTH CAROLINA
SERVICES AGREEMENT OVER $90,000.00
RFP — NO REIMBURSABLE EXPENSES
ORANGE COUNTY
12106
This Services Agreement (hereinafter "Agreement"), made and entered into this Oth day of
March, 2014, ("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 Services Agreement ("Agreement") is for professional services to be rendered
by Provider to County with respect to (insert type of project): Digital Conversion of
records belonging to Orange County Enterprise Scanning which consists of the
Environmental Health Department, Human Resources Department and Emergency
Management Departments and Other Services as provided in Estimated Cost and
Service Proposal Provided by StarPoint Global Services for the Orange County
Health Department, dated December 2, 2013 ("Proposal").
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.
b. Standard of Care.
Revised 9/13 1
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.
3. Basic Services
a. Basic Services.
i) The Provider shall perform as Basic Services the work and services described
herein and as specified in the Estimated Cost and Service Proposal provided by
Starpoint Global Services for Orange County Enterprise Scanning (the
"Proposal") dated December 2, 2013, which is fully incorporated and integrated
herein by reference together with Attachments B-G, Additional Terms and
Conditions, Exhibit B, Business Associate Agreement, Exhibit C, Storage
Agreement, Exhibit D, Container Transmittal, Exhibit E, Authority for Access,
Exhibit F, 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
Revised 9/13 2
and considered as a part of this Agreement the same as if fully set out herein. In
the event of any conflict or inconsistency in a term or condition 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. In the event a term or condition in any document or attachment conflicts
with a term or condition of this Agreement the term or condition in this
Agreement shall control. Should such conflict arise the priority of documents
shall be as follows: This Agreement, Exhibit B, and then the Provider's Proposal
and other attachments.
ii) The Basic Services will be performed by the Provider in accordance with the
schedule set forth in the Proposal.
iii) Should County reasonably determine that Provider has not met the schedule
established in Section 3(a)(ii), County shall notify Provider of the failure to meet
the schedule Date. The County, at its discretion may provide the Provider seven
(7) days to cure the breach. County may withhold the accompanying payment
without penalty until such time as Provider cures the breach. In the alternative,
upon Provider's failure to meet any schedule Date the County may modify the
schedule. Should Provider or its representatives fail to cure the breach within
seven(7) days, or fail to reasonably agree to such modified schedule, County may
immediately terminate this Agreement in writing, without penalty or incurring
further obligation to Provider. This section shall not be interpreted to limit the
definition of breach to the failure to meet the schedule set out in the Proposal.
4. Duration of Services 00
a. Term. The term of this Agreement shall be froma/10/14 t /10/16.
b. Scheduling of Services
i) The Provider shall schedule and perform its activities in a timely manner so as to
meet the Schedule listed in Section 3.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate its efforts, including providing additional
resources and working overtime, as necessary, to perform its services in
accordance with the approved project schedule at no additional cost to the
County. .M
iii) The Commencement Date for the Provider's Basic Services shall be 1011 10/1 .
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.
The maximum amount payable for Basic Services is One Hundred Thousand Six
hundred Fity-Six Dollars ($100,656). In the event the amount stated on an invoice is
Revised 9113 3
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. Payment for Basic
Services shall become due and payable in direct proportion to satisfactory services
performed and work accomplished. Payments will be made as percentages of the whole
as Project are completed as set out in Section 3(a)(ii). (For example, if there are 10
Projects Tasks then Provider may invoice for the first 10% of the whole upon County's
acknowledgement of the satisfactory completion of Task one. Upon the County's
acknowledgement that the second Task has been satisfactorily completed Provider may
invoice for the next 10%of the whole.)
b. 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 the (Jim Northrup,
Information Technologies Director) 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.
7. Insurance
a. General Requirements. Provider shall obtain, at its sole expense, Commercial General
Liability Insurance, Automobile Insurance, Workers' Compensation 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://orangecolMtync.gov/purchasing/contracts.asp). 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
Revised 9/13 4
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.
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 Law. 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
Revised 9/13 5
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, together with the RFP and its attachments and the
Proposal and its attachments, 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.
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
Revised 9/13 6
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 &Address
Attention: Information Technologies Director Starpoint Global Services
P.O. Box 8181 PO Box 515
Hillsborough,NC 27278 Chapel Hill,NC 27514
[SIGNATURE PAGE TO FOLLOW]
Revised 9/13 7
' r
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 COUN Y: PROVIDER:
By: By:
COON 1T o
a Printed Name and Title
,•c huet --�6! ,�►�ra5�r S -��( eon 61 1 stfttA ,
Attest:
Donna Baker, lerk to the B ®{ �.8e ` Irao r
a
[SEAL] 17 52
This inst ent as en approved as content.
Jim No p, artment Director
This instrument as been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Acct.
(10A� ff /JV,.4-_
Office of the Chief Financial Officer
This ent has been approved as to form and legal sufficiency.
Office of the County Attorney
Revised 9/13 8
Egg AM)OOST AND SRMM PROPOSAL PROMDED BV
tA<t-#uINT
GLOBAL SERVICES
Orange County Enterprise Scanning
FOR
Digital Conversion of Records
March 10,2014
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
� _ E
PC t' AL SERVICES
December 2,2013
Proposal For:
Orange County Enterprise Scanning
Keith Chnupa
131 West Margaret Lane
Hillsborough,NC 27278
Starpoint Global Services ("Starpoint") hereby submits this proposal for the systematic
scanning of records belonging to Orange County Enterprise Scanning ("OCES")which consist of
the Environmental Health Department, HR Department and EMS Department. 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. The purpose of this proposal is to outline and
expansion of this effort into several other county offices as a consolidated OCES project.
OCES currently has containers located at the Environmental Health Office, Human
Resources Office, and EMS Office. Starpoint proposes to relocate and image OCES'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 OCES within 30 minutes 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
direction from OCES. Files are to be converted into a set of TIFF images with indexes varying
on each departments request. Finally, images will be delivered on the media of OCES's choosing
andi 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.
OCES 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 OCES
• Giving access to records only to authorized personnel
• Retrieving and delivering records when needed by OCES
• Making any additions to inventory as needed by OCES
• Confidentially and securely purging and destroying files as needed by OCES
The Starpoint Difference
Starpoint. is unique within our industry for several reasons, and can offer OCES 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
Page 3
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Excel format or as a hardcopy report. In addition, you can view your complete inventory over the
internet with RS-Web.
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.
Once scanned, all data is guaranteed to be exported in a useful manner, as directed by
OCES. 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 scanning/imaging and 24 years of experience in file
management is a distinct advantage that Starpoint can offer OCES.
Scope of Work
All-Inclusive Intake and Inventory
•Deliver any chart or file needed by OCES 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 OCES users.
**Containers are available to OCES 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 Bowe 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.
Page 4
•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 OCES.
•Images will be exported to a media (external drive array, CD or DVD) and format (PDF) of
OCES's choosing. Starpoint will deliver two copies of the information for ensured future
access, using Adobe PDFs as directed by OCES.
•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 OCES 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 Budeetary Costs
Digital Conversion for HR
Estimated 1.2 Cubic Foot 100
Containers
Estimated Linear Inches of
Charts 1,400
Estimated Images
(based on approx.yield of 275,000
2,750 duplex images per
container)
Cost of service:
• $0.046 per Image
• Estimated Image Total: 275,000
• Container Cost: n/a
• Estimated Image Cost: $12,650.00
License for Papervision Access
• 4 Concurrent Users $5000.00
• Total Budgetary Investment: $17,650.00
Page 5
Estimated Budgetary Costs; EMS
Digital Conversion for EMS
Estimated 1.2 Cubic Foot 277
Containers
Estimated Linear Inches of
Charts 3878
Estimated Images
(based on approx.yield of 761,750
2,750 duplex images per
container)
Cost of service:
• $0.046 per Image
• Estimated Image Total: 761,750
• Container Cost: Waived
• Estimated Image Cost: $35,040.50
License for Papervision Access
• 4 Concurrent Users $5,000.00
• Total Budgetary Investment: $40,040.50
Estimated Budzetary Costs; Environmental Health
Digital Conversion for Environmental Health
Estimated 1.2 Cubic Foot 310
Containers
Estimated Linear Inches of
Charts 4,340
Estimated Images
(based on approx.yield of 852,500
2,750 duplex images per
container)
Cost of service:
• $0.046 per Image
• Estimated Image Total: 852,500
• Container Cost: Waived
• Estimated Image Cost: $39,215.00
License for Papervision Access
Page 6
• 3 Concurrent Users $3,750.00
• Total Budgetary Investment: $42,965.00
All departments include:
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
Totals:
Combined Budgetary Investment: $100,655.50
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 OCES request them.
Pricing for services listed in Schedule A are for OCES's reference and are applicable
only if OCES 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
SIP Fax: 919-942-1400
Starpoint Global Services Cell 919-210-6841
P.O. Box 707 E-Mail: Clqy@,stmointusa.com
Carrboro,NC 27510
Page 7
Standard Pricing
SCHEDULE A
Starpoint Global Services
Price list as of January 1,2012
Records Management
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
Secured and Certified Destruction
Box/File $O.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 8
Imaging
Proposed pricing only. All imaging projects must be sampled.
Ima in
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
Page 9
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: i ame: Claiborne Brinkley
Signature: Signature:
Title: a r I ct Title: Vice President
Date: 4Z 4 Date: 3 /
Page 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 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 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.
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 12
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
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.
Page 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.
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: Chris Verwoerdt
Signature: Signature:
Title: Title: C C7
Date: Date: % y
Page 14
Exhibit A
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement') is by and between Orange County ("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 processing or administration,
Page 15
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
(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 16
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 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;
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 18
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 19
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 20
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 Enterprise Scanning
131 West Margaret Lane
Hillsborough,NC 27278
To Business Associate: Starpoint Global Services
PO Box 5151
Chapel Hill,NC 27514
Attention: Richard H. Ray Jr.
Fax:919-942-1400
i
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 21
Exhibit B
_ARPOINT
-)4Q!
NGLOBAL SERVICES Container Transmittal
ACCOUNT NAME DEPT
Bar Gode# fiusiQmer s 4 Desbucka Dat
IDENTIFICAMOM. 1, 1 r I I _ LJ LLi-L-L-L-L-L1—Li—U L-1-1 I I I 11 M*aspw" I MM1001yYyy
Meft Type Owe ftjw
CONTENTS: I I I I I I I I I I I I I I I I f I 11 I I I f I I I
FMrn TO
Sequence Range
I LJ—LLi—LJ—Lj- I I I
Frwn TO
TEXT DESCRIPTION(Please Print) - - - - - - - - - - - - - - - - -
- - - - - - - - -- - - -- - - - - - -
- -- - -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -I - - - - - - - - - - - - - - - - - - - - - -
- - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Page 22
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 Cast 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 Passwo rd,8 characters) (Signature)
VOID THE FOLLOWING:
Page 23
(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
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 24
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.
r
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: G� Nl'tO46el-i-A/7 Name: Claiborne Brinkley
Signature: Signature:
Title: ffio Title: Vice President
Date: 4L Date: ) / `J
i
Page 10
(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.
Exhibit E
STARPOINT
GI. OBAL SERVICES Container Transmittal
ACCOUNT NAME DEPT
Bw Code Customer's f Destruction Date
IDENTIRCATION: I I I I I III 11 1 1 1 1 1 1 1 1 1 / I / I I I i
FN in M spwAs MM!001YYYY
MftM Type Date R&fW
CONTENTS: I I I I I I I I I I I 1 I I I I I I I I I I I I I I I
Fmm TO
Sequence Range
I I I I I I-L-LJ-J-J L1-i-U-LL-L-U-J-J-LA--L-J
From TO
TEXT DESCRIPTION(Please Print) . . . . . . - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - — - - - — . . . . . . - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
2
`s
Exhibit F
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 S 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)
(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. Imag
3
Exhibit G
Starpoint Global Services
Price list as of January 1,2012
Records Management
SPECIAL PRICING FOR ORANGE COUNTY 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 $3 7.5 0 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 Storaee Charees(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 ua
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 $3 7.5 0 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 Xvress 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
6
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is made effective the I& day of March,
2014, by and between Orange County Government ("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 Agreements)");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.
1. 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:
Enterprise Scanning
(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.
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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.
11. 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, 1pads 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 HIPAA Regulations;
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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(ex2) 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 otherwise
limited 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 as Required 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
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October 2013
for the purposes of the Service Agreement(s) between the Covered Entity and Business Associate(s)
identified in Section 1(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. OULIGATIONS 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.
Vl. 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
if Covered 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 Protected Health 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=3
(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 2023
(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.
G) 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 Enterprise Scanning Starpoint Global Services
131 West Margaret Lane PO Box 5151
Hillsborough,NC 27278 Chapel Hill,NC 27514
(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:
Title: Title: �-
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 ,or the Security Officer at The Orange
County Health Department.
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10
Odober 2013
STARP-2 OP ID:JS
ACOIRO" DATE(MMMDIYYYY)
CERTIFICATE OF LIABILITY INSURANCE 01121/2014
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 poilcy(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 CONTACT Kortne Cole
Triangle Insurance Group Inc PHONE FAx
827 Gum Branch Road [AC,N.Est):910 478-3373 Ivc No): 910-455-7481
Jacksonville, NC 28540
Jim Nappier ADDRESS:kcole@slagroup.net
INSURER(S)AFFORDING COVERAGE NAIC*
INSURERA:Auto-Owners Insurance 18988
INSURED Starpoint,.Inc. INSURER B:FCCI Insurance. 10178.
PO BOX 707 INSURER C:Accident Fund ins.Co.of Amer
Carrboro,NC 27510
-INSURER D:Markel SVGS Inc c/o Hull&Co
.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.
LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MMIDD MMIDD LIMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00
B X COMMERCIAL GENERAL LIABILITY CPPOO13574 03/2512013 03/25/2014 PREMISES. RENTED enco $ 100,000
CLAIMS-MADE FK OCCUR MED EXP(Any one person): $ 5,00
PERSONAL&ADV INJURY $ '1,000,00
GENERAL AGGREGATE $ 2,000;00
GEN'L.AGGREGATE LIMIT APPLIES.PER: :PRODUCTS-COMP/OP AGG $ 2,000,00
POLICY PRO- LOC $
AUTOMOBILE LIABILITY OMBINED SINGLE LIMIT 100000
(Ea accdent $ i
A X ANY AUTO 4936788500 :0212612013 02/26/2014 BODILY INJURY(Per person) $
ALL OWNED SCHEDULED
AUTOS .AUTOS .BODILY INJURY(Per accident) $TY DA
NON-OWNED PROPERMAG
X HIRED AUTOS X AUTOS PER ACCIDENT) $
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
EXCESS LIAB HCLAIMS-MADE AGGREGATE $
DED RETENTION $
WORKERS COMPENSATION X WC STATU- 0TH•
AND EMPLOYERS'LIABILITY TORY LIMIT S ER
C ANY PROPRIETORIPARTNER/EXECUTIVE YIN WCV6090277 0411212013 04/12/2014 E.L.EACH ACCIDENT $ 1,000,00(
OFFICERIMEMBER EXCLUDED? 71 NIA
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,00
If yyes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1.,000,00
D Professional Llab MG-839129 12/1212013 12/12/2014 Ea Claim 1,000,00
Retro:12 112!13 Aggregate 3,000,00
DESCRIPTION OF OPERATIONS I.LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required)
CERTIFICATE HOLDER CANCELLATION
ORANGI8
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
Orange County Information THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
g tY ACCORDANCE WITH THE POLICY PROVISIONS.
Technologies
Keith Chnupa PMP-Proj Mgr AUTHORIZED REPRESENTATIVE
131 West Margaret Lane
Hillsborough, NC 27278 �/ ,z� �jfx/y
O 1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD