HomeMy WebLinkAbout2015-102-E Health - Wake Med Health and Hospitals and Wake Medical Laboratory Consultants for laboratory testing DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
[Departmental Use Only]
TITLE Wake Med
FY 2014-15
NORTH CAROLINA
SERVICES AGREEMENT UNDER $90,000.00
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this 18 day of
December, 2014, ("Effective Date") by and between Orange County, North Carolina a body
politic and corporate of the State of North Carolina (hereinafter, the "County"), Wake Med
Health and Hospitals and Wake Medical Labatory Consultants, (hereinafter, the "Provider" or
"Providers").
WITNESSETH:
That the County and Providers, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Providers to County with respect
to (insert type ofproject): laboratory testing.
ii) By executing this Agreement, the Providers represent and agree that Providers are
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 Providers for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Providers
a. Services to be provided. The Providers shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations set
forth herein and in accordance with the highest professional standards.
b. Standard of Care.
i) The Providers 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. Providers are solely responsible for the
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DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
professional quality, accuracy and timely completion and/or submission of all
work related to the Basic Services.
ii)Providers shall be responsible for all errors or omissions of its agents, contractors,
employees, or assigns in the performance of the Agreement. Providers shall
correct any and all errors, omissions, discrepancies, ambiguities, mistakes or
conflicts at no additional cost to the County.
iii)The Providers 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)Providers are independent contractors of County. Any and all employees of
Providers engaged by a Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Providers 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 Providers.
v)Providers agree that the Providers, their employees, agents and 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
under this Agreement.
vi)If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Providers represent that they and/or their
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current, active, and not in a state of suspension or revocation.
vii)In determining the basic services to be provided, should any documents be
referenced in this Agreement, the terms of this Agreement shall have priority in
any conflict between the terms of referenced documents and the terms of this
Agreement. Should a request for proposals and a proposal be referenced the
terms of the request for proposals shall have priority over the terms of any
proposal.
3.Basic Services
a.Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): See Exhibit A, which is attached and hereby
incorporated by reference into this Agreement.
4.Duration of Services
a.Term. The term of this Agreement shall be from January 1, 2015 to December 31,
2015.
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b.Scheduling of Services.
i)The Providers shall schedule and perform their activities in a timely manner.
ii)Should the County determine that a Provider or both Providers are behind
schedule, it may require the Provider or Providers 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.
iii)The Commencement Date for the Providers' Basic Services shall be January 1,
2015.
5.Compensation
a.Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Providers from the County for all services under this Agreement
except for any authorized Reimbursable Expenses which are defined herein. The
maximum amount payable for Basic Services shall not exceed twenty-five thousand
Dollars ($25,000). Payment for Basic Services shall become due and payable within
thirty (30) days of Providers properly invoicing County. Payment shall be subject to
provisions of Section 5(b).
b.Disputes. In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice
until the parties resolve the dispute. Should Providers fail to perform its duties under the
terms of this Agreement, County may, without fault or penalty, withhold any payment
associated with the work to be performed until such time as said work is completed.
c.Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Providers 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 (Dr. Colleen Bridger,
Orange County Health 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. Providers shall obtain, at their sole expense, Commercial
insurance requirements are described in the Orange County Risk Transfer Policy and
Orange County Minimum Insurance Coverage Requirements (each document is
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DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
incorporated herein by reference and may be viewed at
http://orangecountync.gov/purchasing/contracts.asp
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).
Providers 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 Providers agree 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 or Providers 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 Providers to
indemnify the County to the fullest extent permitted under North Carolina law.
9.Amendments to the Agreement
a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Providers. The
Providers 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 Providers.
b.Other Termination. The Providers 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 Providers 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 Providers 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 Providers.
ii) Should this Agreement be terminated, the Providers 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 Providers with any provisions of this
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DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
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 Providers each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Providers 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. Providers 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.
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. Binding arbitration may not
be initiated by either Party, however, the Parties may agree to nonbinding mediation of
any dispute prior to the bringing of such suit or action.
e.Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Providers 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 Providers
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 Providers. 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
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DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
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.
hority, mandate and/or mandated
functions, by state and/or federal legislative or regulatory action, which adversely affects
shall automatically terminate without penalty to County upon written notice to Providers
i.Signatures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the intent of
the Parties to comply with Article 11A and Article 40 of North Carolina General Statute
Chapter 66.
j.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 ProviderName
Attention: Dr. Colleen Bridger
Orange County Health Director Grover Smith, Ph.D
P.O. Box 8181 Executive Director
Hillsborough, NC 27278 WakeMed Health& Hospitals
3000 New Bern Avenue
Raleigh, NC 27610
John Lawlor
Chief Financial Officer
Wake Medical Laboratory Consultants
3000 New Bern Avenue
Raleigh, NC 27610
[SIGNATURE PAGE TO FOLLOW]
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DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
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.
PROVIDER: Wake Med Health and Hositals PROVIDER: Wake Med Labortory
Consutants
By: __________________________________ By:
Grover Smith, Executive Director __________________________________
Printed Name and Title John Lawlor, Chief Financial Officer
Printed Name and Title
ORANGE COUNTY:
By: _________________________________
Bonnie Hammersley, County Manager
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DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
Exhibit A REF: Scope of Services
LA
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RP
WakeMed ""111"
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"„wig �IIIII
Raleigh Pathology(laboratory Associates
High Quality and Service
A regional lab that is an alternative to the large commercial labs
High quality processes
■ reprocessing of unsats to keep rate low (currently 0.8%)
■ rescreening of paps lacking endocervical cells
■ rescreening of paps negative for SIL and with + HPV test
Pathologist credentials—Ten MDs, many with subspecialty training as well as experience in
Gynecologic pathology and Cytopathology
Pathologists available 24/7. Interactions to enhance quality patient care at every level
Continuity of care (pap to biopsy to LEEP to hysterectomy)
Turn-around time—2.5 days once received
Samples retained at lab for 8-10 weeks for any additional testing
Availability of high risk HPV 16/18 testing as add-on or reflex
Dedicated Outreach number—no teleprompts to answer any questions
Call center—available 24/7 for resulting or add-on testing
Competitive Cost
Competitive pricing while maintaining highest quality
All Inclusive pricing providing all supplies at no additional cost
o FedEx ground— 1 day delivery zone
o Collection kits
Availability to be billed monthly
Dedicated billing staff to correct and/or address any billing questions/concerns
Pap-$22.00 Biopsy Technical fee-$22.50
Pap MD Interpretation- $18.00 Biopsy Professional Fee-$28.00
HPV-$25.00 Genotyping 16/18- $25.00/each
Shipping
Fedex ground — 1 day shipping
WakeMed Pathology to provide shipping supplies and labels inclusive in cost
Simple re-order for supplies and shipping materials via fax
Ordering and Resulting
Simple requisitions with only pertinent testing for ease in workflow
Fax resulted and ability to e-fax
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
Nledicil Mutual '
r ur,o , rlt,,r,rR K pl,lcF7 sioq Mecilical hofessliumd Liabillity
NON-ASSESSABLE CLAIMS MADE PO,LICY
KLN LWA L DECLARATIONS PAC L POLICY O. PG1120161
Name anal Address of"Insured Policy Period
..........................
Ra1eigh Pathotogy Laboratory Assciciatios, PA
PO Box 1,1045 Effeclive Date:August 15,2014; 12A] A.M.
1"t,d6gh, NC 276210 Expiration Date: August 15,20111; 12:01 AM.
Coverages 1"Amits
..............
A - IndilMduall Professional lAabiNty.— ....... As Sclwclulc(l Rcllow
B -Mc(fical Pitactivicall(i Non-Phi �I,!'C'll y'sician Finilployces Professional LjaNhty----.... As schic(luled Bellow
C. - Per Diem Reinibursement .— — --... .. .....-............-- - -........ ............ -... ...... S 1,0010 I'm day/$70,000 per vlaim
D. MED-DiFTEMF PLI IS -$10,00,(1c(lucilible md,a co-6istuance jjlaymejtt o1'200K,, 1 S50-0100 cach clainl&l annualaggitogalle/$250,0100
pre"u evW4500-000 annual aggi,egatc
if-c-7w rYr111 Network Securily & Privacy......... ............... $50,01010,purer claim,33001,000 annual aggrcgatc
----------------------—-------
Udorsements. PCO201 NC(09/10),,P( 0 10 1 NC(09/1(1), PE6'00 I NC k06/13),PCO501 NC'(02/13),,PE3101 NC(06/08). PE3901 NC
�(06/08),1°°E6501INC(12/13)
P
D"t Cub:clot M' Jago'egaite
.(Aeigh Pjtholq,!,y Laborawry Associatcs PA 1 V17 1978 0,000,0001/8,0010,000
Coverage 1%
1')4mme fkvelilcy Dookhan, IMD I I/I /2013 6,000,000/8,0001,0001
MichaO A Iluening,NIL), 07/2112008 670100010/8,0010,000
Catim inc I olnuilie:^flahim" MD 11/15,120 t 3 6,000,0010/8,0001.000
Matthew Rau Myrayer"MD 06'26/20 ',
06 (,(.1a(17000/8,00(j,000
IS,hinivas Rajagopallan, MD 03/,5,1996 6,000.00W87000,0010
Ahren Charles Rillershaus, MD 07d 1/2011 6,01001.000/8,001t),00101
Damon IFinersaon Scarborough,Jr NID 02/0 1/191/6 6,010oxil),18,00mino
Christine Norton Siffings.,NID 018/0 11 C20 10 6,000,OUO/8,0001,000
Nfillhew huncs' sny(jiof, MD 017/18/2005 6,000,0001,000,000
C I hicryl Anne Szpak,NID 0 1 l'O-ji 1991 6,000,000M,000l,0100
Stepbeiii T.P'a,rker TOTAL PW NijuNi
Medical N1 i0iiial I rumirm nce Co.of NC
700,'S'prilIng Forest Rd
Raleigh,NC 27609
800-662-71917 or 919-872.711"
Coullitersigilited date: J"Lly'll.el-2 5,,..20,1-4-11-11.1.11-11—
AuflZ Vz,ed Kepresentafivc
NIEL),[CAL Nil I'll U AL INSUlt.%N'Cf�'(()NIPAN)7
OFAM41 11 CAROIANA
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
Medical Mutual"
FROI I CT INC 0 0 R PRO 'SION Medical Professional Liability
NON-ASSESSABLE CLAIMS MADE POLICY
RENEWAL DECLARATIONS PACE POLICY NO: PG1 120,61
Name and Address of Insured Policy Period
Raleigh Pathology Laboratory Associates PA
PO Box 14045 Effective Date:August 15,2014; 12:01 A.M.
Raleigh,NC 27620 Expiration Date:August 15,2015; 12:01 A.M.
L
Endorsements:PCO20INC(09/10),PCO10INC(09/10),PE6001NC(06/13),PCO50INC(02/13),PE310INC(06/08),PE390,INC
(06/08),PE650INC(12/13)
Retroactive
Cal ggrega o t Ptatxltul
Michael Howard Weinstein,"NID 07/01/2002 6,000,00,0/8,000,000
,Ming Yin,MD 01/13/2014 6`000,000/8,000,000
TOTAL PREMIUM:
_A�4/'ellz 11 Date: Junc._25, 2014
A4/ozed Representative
MEDICAL MUTUAL INSURANCE COMPANY BRIDGEC
PDO20 INC(02/12) OF NORTH CAROLINA PIN:440306519
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
Medical Mutual"
d-"%7V'D A d"V A n"'F'VTd-%'&T A V TXT�
I I Lnr�L3
�,j V Yx%�rviXJL�, "-1A""A-L1"I qtx-u 11 ff"T NI)ORSEMENT
Name and Address of Insured:
Raleigh Pathology Laboratory Associates PA
PO Box 14045
Raleigh,NC 27620
Additional Interest Endorsement Covers: Raleigh Pathology Laboratory Associates PA
Endorsement to Policy No: PGI 12061
Policy Effective Date: August 15, 2014
Endorsement Effective Date: August 15,2014
It is agreed that in Section I. INSURING AGREEMENT, Coverage B. Medical Practice and
Non-Physician Employee Professional Liability is amended to include,
as an Insured., the
professional corporation named below, except that the Limits of Liability shown in the
Declarations for Coverage B are shared by the Insured covered in Coverage B and the
professional corporation named below:
Wake Medical Lab Consultants Inc
All other terms and conditions of the policy remain unchanged.
Countersigned By: Date: June 25, 2014
Auth i ed Representative
MEDICAL MUTUAL INSURANCE CONIPANY
PE390INC(06/08) OF NORTH CAROLINA BRIDGI'C
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
This Declaration Page is attached to and forms part of certificate provisions (Form SLC-3),
Previous No. 466703 Authority Ref. No. 51216PRWI41818 Certificate No. 473388
e-MD TM/MEDEFENSE T11 PLUS POLICY
THIS CERTIFICATE IS WRITTEN ON A CLAIMS-MIADE AND REPORTED BASIS. EXCEPT AS OTHERWISE
PROVIDED HEREIN, THIS POLICY COVERS ONLY CLAIMS FIRST MADE DURING THE POLICY PERIOD OR ANY
EXTENDED REPORTING PERIOD, IF APPLICABLE, AND REPORTED TO UNDERWRITERS NO LATER THAN
SIXTY (60) DAYS AFTER THE CLAIM IS FIRST MADE. ALL CLAIMS ARE SUBJECT TO THE APPLICABLE LIMITS
OF LIABILITY AND THE APPLICABLE RETENTION(S)� PLEASE NOTE THAT THE LIMITS OF LIABILITY FOR
NAMED COVERAGES 1, 11, 111 AND 'Will INCLUDE CLAIM EXPENSES. PLEASE REVIEW THE COVERAGE
AFFORDED UNDER THIS INSURANCE POLICY CAREFULLY AND DISCUSS THE COVERAGE HEREUNDER WITH
YOUR INSURANCE AGENT OR BROKER.
Item 1. Named Insured: Raleigh Pathology Laboratory Associates. P.A.; Wake Medical Laboratory Consultants,
Inc.
Principal Address: 3000 New Bern Ave,
Raleigh, NC 27610
Item 2. Policy Period: August 9, 2014 to August 9, 2015
both days at 12:01 am, standard time at the Principal Address stated in Item 1.
Item 3. Named Coverage(s) Purchased (0):
You have purchased some or all of the following Named Coverages. Only those Named Coverage(s)
that specify a Limit of Liability in Item 4, of this Declarations have been purchased. If a Named
Coverage has not been purchased that portion of this Policy is not applicable.
I. Multimedia Liability
Z 11, Security and Privacy Liability
E] Ill. Privacy Regulatory Defense and Penalties
Z Iv Privacy Breach Response Costs, Customer Notification Expenses, and Customer Support and
Credit Monitoring Expenses
Z V. Network Asset Protection
Z V1. Cyber Extortion
M VII, Cyber Terrorism
Z VIII. MEDEFENSE TM Plus
Item 4, Limits of Liability
A, Limits of Liability for Named Coverage(s) Purchased:
Each Claim Aggregate
i. Multimedia Liability $1,000,000.00 $1,000,000.00
i1. Security and Privacy Liability $1,000,000,00 $1,000,000.00
Ill, Privacy Regulatory Defense and Penalties $1,000,000.00 $1,000,000.00
IVa Privacy Breach Response Costs, Customer
Notification Expenses, and Customer Support
and Credit Monitoring Expenses $ 5100,000,00 $ 500,000.00
V. Network Asset Protection $ 250,000,00 $ 250,000,00
VI. Cyber Extortion $1'000'000.00 $1,000,000,00
VII. Cyber Terrorism $1,000,00.00 $1,000,000.00
VM. MEDEFENSETM Plus $1'000'000,00 $5,000,000,00
B. Maximum Policy Aggregate Limit of Liability: $5,000,000.00
D1818CE-0912 Page 1 of 3
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
Item 5. Retention,Co-insurance and Waiting Period:
I. Multimedia Liability $ 1,000,00 each Claim
It, Security and Privacy Liability $ 1,000.00 each Claim
III, Privacy Regulatory Defense and Penalties $ 1,000.00 each Claim
IV, Privacy Breach Response Costs, Customer Notification
Expanses, acid Clu%jLQrtier Support and Credit monitoring
Expenses $ 1,000.00 each Claim
V. Network Asset Protection
Loss of Digital Assets $ 1,000.00 each Claim
Special Expenses 100% co-insurance each and
every loss
Non-Physical Business Interruption and Extra Expense 8 hour Waiting Period
VI, Cyber Extortion $ 1,000.00 each Claim
V11 Cyber Terrorism $ 1,000,00 each Claim and
8 hour Waiting Period
Vill. MEDEFENSETm Plus $ 1,000.00 each Claim and
25% co-insurance, waived
for use of panel counsel
Item 6. Retroactive Date:
L Multimedia Liability None. Unknown prior acts are covered.
IL Security and Privacy Liability None. Unknown prior acts are covered,
Ill. Privacy Regulatory Defense and Penalties None. Unknown prior acts are covered,
IV. Privacy Breach Response Costs, Customer
Notification Expenses, and Customer Support and
Credit Monitoring Expenses None. Unknown prior acts are covered.
V. Network Asset Protection None. Unknown prior acts are covered,
VI. Cyber Extortion None. Unknown prior acts are covered,
VI I. Cyber Terrorism None. Unknown prior acts are covered,
VOL MEDEFENSE TM Plus None. Unknown prior acts are covered.
Item 7. Premium:
Item 8, Endorsements: Nuclear Incident Exclusion Clause (EI818NIE-01 11)
Exclusion 37 Amendatory(121818CEAC-0312)
Definition of Regulatory Proceeding Amendatory(E1818CEAT-01 13)
Definition of Billing Errors Proceeding Amendatory(E 1 818CEAY-0213)
Non-Pyramiding of Limits (E1818CEH-0511)
War and Civil War Exclusions Clause(E 181 8WCW-1 213)
Item 9. Notification under the Certificate shall be given to:
NAS Insurance Services, LLC
16501 Ventura Blvd., Suite 200
Encino, CA 91436
(81 a) 382-2030
D1818CE-0912 Page 2 of 3
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
Item 10, Policy form P1818CE-0912 and Application form dated July 9, 2014 are hereby attached and made a part of
this Policy. Wherever in any of the forms, clauses or conditions of this insurance the word "Policy"
appears,this shall be deemed to be "Certificate",
Insurance is effected with certain UNDERWRITERS AT LLOYD'S, LONDON (100%)
Item 11, Service of Suit:
Mendes& Mount, LLP
750 Seventh Avenue
New York, NY 10019-6829
Dated August 18, 2014 NAS INSURANCE SERVICES, LLC
By:
CorresLon dent
D1818CE-0912 Page 3 of 3
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
Berkley Insurance Co�mpany
Declarations Page
Berkley - US ExecSuite Policy for Directors & Officers (Private Company)
Employment Practices Liability
CLAIM'S MADE WARNING FOR DECLARATION: THIS POLICY PROVIDES COVERAGE ON A CLAIMS MADE AND REPORTED
BASIS SUBJECT TO ITS TERMS, THIS POLICY APPLIES ONLY TO ANY CLAIM FIRST MADE AGAINST THE INSUREDS AND
REPORTED TO THE INSURER DURING THE POLICY PERIOD OR ANY EXTENDED REPORTING PERIOD THAT MAY APPLY.
PLEASE READ AND REVIEW THE POLICY CAREFULLY AND DISCUSS THE COVERAGE WITHI YOUR INSURANCE AGENT OR
BROKER.
Whenever printed in this Declarations Page,the boldface type terms shall have the same meanings as indicated in the Pollicy.
Item 1. Name and Address of Named Insured- Policy Number: 1287292
Raleigh Pathology Laboratory Associates, PA
P.O. Box 14045
Raleigh, NC 27620
NORTH CAROLINA NOTICE
Person designated to receive all correspondence from the DEFENSE COSTS ARE WITHIN THE POLICY
linsurer: LIMITS READ YOUR POLICY CAREFULLY
John Lawlor
Chief Financial Officer
Item 2. Policy Period: From June 15,2014(inception date)to June 15,2015(expiration date)
(Both dates at 12:01 a.m. Standard Time at the address of the Named Insured)
Item 3. Coverage Sections: Purchased Included in Policy Aggregate
Limit
Directors, Officers and Corporate Liability Insurance: Yes 11 No 11 Yes ®No
Employment Practices Liability Insurance: IK Yes DNo ❑Yes MX No
Fiduciary Liability insurance: ❑Yes X No 0 Yes X No
Item 4. Limits of Liability for the Policy Period
A. Policy Aggregate Limit of Liability for all Coverage Sections
purchased as indicated above. (inclusive of Damages and Costs of Defense): Not Applicable
B. Separate Aggregate Limit of Liability for each Coverage Section
purchased as indicated above(inclusive of Damages and Costs of Defense):
1. Directors, Officers and Corporate Liability Insurance: $1,000,000
2. Employment Practices Liability Insurance: $1,000,000
3. Fiduciary Liability Insurance: Not Applicable
Item 5. Deductibles:
1. Directors, Officers and Corporate Liability Insurance:
A. Individual Non-indemnifiable: $0
B. Individual Indemnifiable: $10,000
C. Corporate Liability: $10,000
2. Employment Practices Liability Insurance: $10,000
3. Fiduciary Liability Insurance: Not Applicable
Item 6. Premium:
DEC 32401 (05-13) 1287292 Raleigh Pathology Laboratory Associates, PA Page 1 of 2
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
Berkley Insurance Company
Item 7. Prior and Pending Litigation Dates:
1. Directors, Officers and Corporate Liability Insurance:
A. Insuring Agreements I.A.and I. B.: June 5,2010
B. Insuring Agreement 1. C.: June 5,2010
C. Outside Entity Coverage: June 5,2010
2. Employment Practices Liability Insurance: June 5,2010
3. Fiduciary Liability insurance: Not Applicable
Item 8, Extended Reporting Period:
Option 1: 12 months for 100.00 percent of the"full annual premium"
Item 9. Forms and Endorsements attached:
Policy Form: CT 32400(05-13); EPL 34400(05-13); MIL 36400 (05-13)
265(01-14) POLICYHOLDER DISCLOSURE
BEL-NC-PAE (05-13) North Carolina Policy Amendatory Endorsement
BEL-NC-PFA(05-13) North Carolina Proposal Form Addendum
CT 200901 (05-13) Section 11.Severability of Exclusions
CT 308901 (05-13) Section Ill. H,Addition of Listed Insured Entity
CT 605102(05-13) Section VI. E.Modified Settlement Clause with Reduction in Deductible
EPL 301901 (05-13) Section III.A. Claim Includes Illegal Alien Investigative Proceedings with Sub-Limit
EPL 308911 (05-13) Section 111. H. Third Party Wrongful Act Endorsement
EPL 3089,21 (05-13) Section Ill. H.Wage and Hour Wrongful Act with Costs of Defense Sub-Limit
EPL 308951 (05-13) Section III. H.Wrongful Act Includes Social Media with Sub-Limit
ML 204011 (05-13) Section 11. D. 1.Additional Excess Aggregate Limit of Liability Dedicated for Insured Persons
ML 301901 (05-13) Section Ill.A. Claim Includes Extradition Coverage
ML 301912(05-13) Section Ill.A. Claim Includes Formal Investigations with Deductible
ML 301916(05-13) Section III.A.Claim Includes Investigation Costs for Shareholder Derivative Investigations
Item 10. Notice to the Insurer as provided in sections VII.A.and VII. B. of the Common Policy Terms and Conditions Section of this
Policy shall be sent to:
Monitor Liability Managers, Claims Department
Address: 2850 West Golf Road, Suite 800, Rolling Meadows, IL 60008-4039
Fax: (847)806-4017
Email: newclaim@monitorliability.com
All other notices required to be given to the Insurer under this Policy shall be sent to:
Monitor Liability Managers
Address: 2850 West Golf Road, Suite 800, Rolling Meadows, IL 60008-4039
Fax: (847)806-6282
These Declarations along with the Common Policy Terms and Conditions Section, all Coverage Sections purchased as part of this
Policy, and the Proposal shall constitute the contract between the Insureds and the Insurer,
Authorized' Representative: Date Issued: May 22, 2014
DEC 32401 (05-13) 1287292 Raleigh Pathology Laboratory Associates, PA Page 2 of 2
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
X33«,,u Uy —� .�LV, -—3Uxance Company Policy Number
S 1940885
SELECTIVE INSURANCE COMPANY OF SOUTH CAROLINA
3426 TORINGDON WAY, CHARLOTTE,NC 28277
COMMERCIAL POLICY COMMON DECLARATION
Named Insured and Address Policy Period
RALEIGH PATHOLOGY LABORATORY ASSOCIATES PA & WAKE MED From: JUNE 7, 2014
LABORATORY CORP To: JUNE 7, 2015
PO BOX 14045
RALEIGH, NC 27620-4045 12:01 AM Standard Time At
Location of Designated Premises.
Named Insured is: Producer Number:
CORPORATION 00-07265-00000
Producer:
MMIC AGENCY, LLC
NORTH CAROLINA
Schedule of Coverage
COMMERCIAL AUTOMOBILE COVERAGE
BUSINESSOWNERS COVERAGE
COMMERCIAL UMBRELLA COVERAGE
PREMIUM INCLUDES TERRORISM COVERAGE -
In return for payment of the premium,and subject to all the terms of this policy, we agree with
you to provide the insurance indicated in the schedule above. Insurance is provided only for
those coverages for which a specific limit is shown on the attached coverage declaration(s).
PAYMENT METHOD Total Policy Premium -
D/B - 4 (This premium may be subject to adjustment.)
Date Issued: MAY 13, 2014
Issuing Office: SERVICE CENTER
Authorized Representative
IL-7025 (11/89)
INSURED'S COPY
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF.,' umber Polic`"Number
S 19408851V1 S 1940885
BUSINESS AUTOMOBILE COVERAGE DECLARATION
Policy Effective Date: JUNE 7, 2014 Coverage Effective Date: JUNE 7, 2014
Business of Named Insured: MEDICAL
Item Two-SCHEDULE OF COVERAGES AND COVERED AUTOS. This policy provides only those coverages where a charge is shown in the premium column below. Each of
these coverages will apply only to those"autos"shown as covered"autos." "Autos"are shown as covered"autos"for a particular coverage by the entry of one or more of the
symbols from the COVERED AUTO Section of the Business Auto Coverage Form nest to the name of the coverage.
Covera a Schedule
Coverages Covered Limit Premium
Autos The Yost we Ivill Pay For Any One Accident or Loss
Symbols
Liability 7,8,9 $1,000,000 CSL —
Personal Injury Protection(or First Party Benefits) Separately stated in each P.I.P.Endorsement.
Added Personal Injury Protection Separately stated in each P.I.P.Added Endorsement
(or Added First Party Benefits)
Auto Medical Payments 7 $5,000 —
Uninsured Motorists 7 SEE ENDORSEMENT: CA-2107 —
Underinsured Motorists
Physical Damage Comprehensive Coverage 7 Actual Cash Value or Cost of Repair,whichever is less -
minus any applicable deductible shown on the Auto
Schedule for Each Covered Auto for all Loss except Fire
or Lightning.
Physical Damage Specified Causes of Loss Coverage Actual Cash value or Cost of Repair,whichever is less
minus $25 deductible for Each Covered Auto for Loss
caused by Mischief or vandalism.
Physical Damage Collision Coverage 7 Actual Cash value or Cost of Repair,whichever is less -
minus the applicable deductible shown on the Auto
Schedule for Each Covered Auto.
Physical Damage Towing and Labor Coverage Alto. for Each Disablement of a Private Passenger
Hired Auto and Non-Owned Auto Coverage INCL.
Auto Schedule
Trade Body Type vehicle Id.No. Size Use/Class/Radius List Purchased by Insured
No. Name I Year Truck Size (N"IN) Class Code Symbol Year I N/U Cost
NC 1 HOND 12 FIT SPORT 118295 22
NC 2 HOND 10 FIT SPORT 118295 22
Liability Add. lied. um uim Physical Damage Insurance Towing
P.I.P or Prem.
No. Terr. Insurance P.I.P.or Paymts. Motorists Comprehensive Specified Causes of Collision
Premium F.P.B. F.P.B.. Prem. Premium Ded. Prem. Loss Ded,
Prem.
NC 1 016 ■ 1,000 ■ 1,000 -
NC 2 016 ■ , 1,000 ■ 1,000 -
Totals S AN
Items Three—Schedule of Covered Autos You Own(see Auto Schedule)—Loss Payees Subject to Loss Payable Clause:
Vehicle No Name and Address of Loss Payee
Forms and Endorsements: Total Premium
Refer to "Commercial Policy Forms and Endorsement Schedule" -
(This premium may be
subject to adjustment.)
CA-7057(02/92)
INSURED'S COPY
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
Previous Policy Ntunber Policy Ntunber
S 1940885 1 r S 1940885
MERCHANTSPRO COVERAGE DECLARATIONS
Policy Effective Date: JUNE 7, 2 014 Coverage Effective Date: JUNE 7, 2014
Named Insured is: CORPORATION
Business of Named Insured: MEDICAL
DESCRIPTION OF PREMISES
Prem. Bldg. Location Occupancy
No. No.
Refer to"Schedule of Locations"
In return for payment of the premium and subject to all the terms of this policy,we agree with you to provide
insurance for those coverages for which a specific limit is shown in the following coverage schedule
COVERAGE SCHEDULE
P r o p e r t y Automatic
Prem. Bldg. Blanket Increase In
No. No. Coverage Limit of Insurance Insurance Deductible valuation Insurance
1 1 BUSINESS PERSONAL PROPERTY $284,913 EXCLUDED $5,000 RC N/A
2 1 BUSINESS PERSONAL PROPERTY $25,525 BLDG & BPP $5,000 RC N/A
3 1 BUSINESS PERSONAL PROPERTY $25,525 BLDG & BPP $5,000 RC N/A
4 1 BUSINESS PERSONAL PROPERTY $2,552 BLDG & BPP $5,000 RC N/A
5 1 BUSINESS PERSONAL PROPERTY $25,525 BLDG & BPP $5,000 RC N/A
TOTAL BLANKET BPP & BLDG $79,127
LIABILITY AND MEDICAL PAYMENTS
Liability and Nledical Expenses Limit $1,0 0 0,0 0 0 General Aggregate Limit $3,0 0 0,0 0 0
Nledical Expenses Limit-Per Person $10,0 0 0 Product Aggregate Limit $3,0 0 0,0 0 0
Forms and Endorsements: Premium Amount
Refer to "Commercial Policy Forms and Endorsement Schedule"
BP-7119(04/10)
INSURED'S COPY
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
Previous PolicyNumber Policy Number
Y
S 1940885 S 1940885
SELECTIVE INSURANCE COMPANY OF SOUTH CAROLINA
3426 TORINGDON WAY, CHARLOTTE,NC 28277
DECLARATIONS - COMMERCIAL UMBRELLA LIABILITY COVERAGE
Item One-Name of Insured & Mailing Address Policy Period
From: JUNE 7, 2014
SEE COMMERCIAL POLICY COMMON DECLARATION: IL-7025 To: JUNE 7, 2015
12:01 A.M.,Standard Time At The
Insured's Mailing Address.
Producer: Producer Number:
SEE COMMERCIAL POLICY COMMON DECLARATION: IL-7025 00-07265-00000
Named Insured is: CORPORATION
Business of the Named Insured: MEDICAL
Limits Of Insurance
Occurrence Limit $1,0 0 0,0 0 0.0 0 Aggregate Limit $1,0 0 0,0 0 0.0 0
Self Retained Limit: $.0 0
Schedule of Underlying Insurance and Limits
Standard Employers Liability or Stop-Gap Policy No. WC7227674
Employers Liability Policy
Company SELECTIVE INS CO OF AMERI
Policy Period Employers Liability Each Accident $10 0,0 0 0
From: JUNE 7, 2 014 Disease Each Employee $10 0,0 0 0
To: JUNE 7, 2015 Disease Each Policy $5 0 0,0 0 0
Commercial General Liability Policy Policy No.
Company
Policy Period General Aggregate
From: Products-Completed Operations
To: Personal and Advertising Injury Limit
Each Occurrence Limit
Automobile Liability Policy Policy No. S 194088504
Company SELECTIVE INS CO OF SOUTH
Policy Period Bodily Injury and Property
From: JUNE 7, 2014 Damage Combined Each Accident $1,0 0 0,0 0 0
To: JUNE 7, 2015
Premium Schedule:
Estimated Exposure Base Rate Rate Per Annual Minimum Premium Estimated Premium Due
In the event of cancellation by the Named Insured we will receive and retain not less than as the Policy Minimum Premium.
Forms and Endorsements:
SEE FORMS AND ENDORSEMENT SCHEDULE: IL-7035
MAY 13, 2014 SERVICE CENTER
Issue Date Issuing Office Authorized Representative
CX-0003 (01/99) INSURED'S COPY
Coverage Effective Date Polic`-Number
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF 4 S 1940885
DECLARATIONS - COMMERCIAL UMBRELLA LIABILITY COVERAGE
SCHEDULE OF UNDERLYING INSURANCE AND LIMITS EXTENSION
BOP
Policy No. S 194088504
Company Selective Ins Co of South EACH OCCURENCE LIMIT: $1,000,000
GENERAL AGGREGATE LIMIT: $3,000,000
PRODUCT AGGREGATE LIMIT: $3,000,000
Policy Period
From: JUNE 7, 2014
To: JUNE 7, 2015
Employee
Benefits
Policy No. S 194088504
Company SELECTIVE INS CO OF SOUTH AGGREGATE LIMIT: $3,000,000
PER CLAIM LIMIT: $1,000,000
Policy Period
From: JUNE 7, 2014
To: JUNE 7 2015
Policy No.
Compam
Policy Period
From:
To:
Policy No.
Company
Policy Period
From:
To:
Policy No.
Company
Policy Period
From:
To:
Policy No.
Company
Policy Period
From:
To:
CX-0004(01/99)
INSURED'S COPY
DocuSign Envelope ID: 72574FBA-38BB-482F-A711-18C4CFEC2EDF
Issued by The Stock Insurance Company WC 00 00 01 A
POLICY NUNIBER PREVIOUS POLICY NUNIBER
WC 7227674 WC 7227674
SELECTIVE INSURANCE COMPANY OF AMERICA
40 WANTAGE AVE, BRANCHVILLE, NJ 07890
INFORMATION PAGE NCCI COMPANY NO. 11169
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY
ITEM 1.NAME OF INSURED&MAILING ADDRESS PRODUCER'S NAME AND nL1ILING ADDRESS
RALEIGH PATHOLOGY LABORATORY ASSOCIATES MMIC AGENCY, LLC
PA & WAKE MED LABORATORY CORP PO BOX 98028
PO BOX 14045
RALEIGH, NC 27620-4045 RALEIGH, NC 27624-8028
INSURED IS: CORPORATION FED ID NO. 561230477 AGENT NIIAIBER: 31-00-07265-00000
ITEM 2.POLICY PERIOD The Policy Period is from JUNE 7, 2014 To JUNE 7, 2015
12:01 AAL,standard time at the insured's mailing address.
ITEM 3.COVERAGE
A. Workers Compensation Insurance: Part One of the policy applies to the Workers Compensation law of the states listed here:
NC
B. Employers Liability Insurance: Part Two of the policy applies to work in each stated listed in Item 3.A.
The limits of our liability raider Part Two are: Bodily Injury By Accident $10 0,0 0 0 each accident
Bodily Injury By Disease $10 0,0 0 0 each employee
Bodily Injury By Disease $5 0 0,0 0 0 policy limit
C. Other States Insurance: Part Three of the policy applies to the states,if any,listed here:
ALL STATES EXCEPT ND,OH,WA & WY.
ITEM 4.PREAIIUAI: The premiurn for this policy will be determined by our manuals of rules,classifications,rates and rating plans. All
information required below is subject to verification and change by audit.
Code Premiurn Basis Rate Per Estimated
CLASSIFICATION No. Total Estimated $100 of Animal
Animal Renrtuieration Remuneration Premium
SEE ATTACHED SCHEDULE(S)
EXPENSE CONSTANT 0900 -
TERRORISM - NC $.010 9740 -
CATASTROPHE - NC $.010 9741 -
Minimum Premium Total Estimated Cost
If indicated below,interim adjustments of premium shall be made:
❑ Semi-Armually ❑ Quarterly ❑ Monthly Deposit Premium This policy includes these endorsements and schedules: REFER TO WC-52
D/B - 4 - 770655299
Issue Date: MAY 13, 2014 Issuing Office: SERVICE CENTER, 23225-0325
Authorized Representative
Form-64(07/08) Copyright 1987 National Council on Compensation Insurance.
INSURED'S COPY