HomeMy WebLinkAbout2016-116-E Tax - ZirMed Inc. - elec. submission of patient claims, other ancillary EDI services, in-house ambulance billing & collection DocuSign Envelope ID:90B9D659-590B-40CA-85C6-4FA2FEE9lF35
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Felicia Williams
December 21, 2015
Orange County Tax Administration
PO Box 8181
Hillsborough, NC 27278
Dear Felicia,
Thank you-and thank you to your team -for the time and attention you've devoted to helping ZirMed understand
your goals for the future as well as the challenges you face today.We're thrilled to be joining forces with Orange
County Tax Administration and we look forward to helping you reach and exceed those goals in the years ahead.
The attached agreement outlines the pricing, services,and benefits we discussed, broken out by solution. To confirm,
those include:
• Claims Management
• Eligibility Verification
• Patient Statements
• Patient Financial Services
• Electronic Remittance Advice
• Coding Compliance and Coding Tools
Once you've reviewed the document, simply click"Accept"to perform electronic signature and you'll automatically
receive a PDF of the signed copy via email. If you have any questions or need more information, please feel free as
always to contact me directly at(502)8824791 or ann.campbell @zirmed.com.
I've enjoyed working with you to create the right fit for Orange County Tax Administration and I'm excited to see the
great things we'll accomplish together in the future. Cheers to a great new partnership!
Best Regards,
Ann Campbell
Sales Executive-Partner
IThe information contained in this document is intended for the recipient and is considered confidential information.
DocuSign Envelope ID:90B9D659-590B-40CA-85C6-4FA2FEE9lF35
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ZirMed ri r Agreement
This Subscriber Agreement("Agreement')is made and entered into between ZirMed, Inc.,a Delaware corporation,
with its principal place of business at 888 West Market Street, Louisville, Kentucky 40202("ZirMed"), and Orange
County, a political subdivision of the State of North Carolina ("Customer"). This Agreement governs the access and
use of the products and services("Services")made available to Customer through the ZirMed website.
Section I-Customer Address and Contact Information
Customer Name: Orange County Bill-To Name: Orange County Tax Administration
Implementation Contact: Felicia Williams Billing Contact: Nancy Freeman
Address: 228 S. Churton Street, P.O. Box 8181 Address:228 S. Churton Street, P.O. Box 8181
City: Hillsborough State: NC Zip:27278 City: Hillsborough State: NC Zip: 27278
Phone: (919)245-2728 Fax: 919-644-3091 Phone: (919)245-2735 Fax: 919-644-3091
e-mail: fwilliams@orangecountync.gov e-mail: nfreeman@orangecountync.gov
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED.
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Section 8'Solutions&Pricing
This Agreement governs access to and use of Services identified herein at the fees associated therewith. The
proposed fee schedule will be honored until 12/23/2015 and expires thereafter unless accepted.
Eligibility Verification
Eligibility Verification (Direct Data Entry)
Subscription includes 1.00O inquiries, $O.25per $200.00 $99.00
additional inquiry.
Total $99.00
Claims Management
Claims Management(Professional -Batch)
Subscription includes 1,000 �O25 per
' ' $19800 $25000
additional claim. Paper Claims: $O45 each, $O25per
additional page printed.
Claims Status
$OOO $OOO
$O25 per inquiry.
Enhanced Coding Tools
$12.00 $OOO
$12 per user. Subscribed for 1 user(s).
Total $250.00
The information contained in this document is intended for the recipient and is considered confidential information. RIVED
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Electronic Remittance Advice
Electronic Remittance Adxice -De|iveryand View
Subscription includes 1.00OERAs. $OO5 per additional $5000 $BBOO
ERA.
Total $BBOO
Patient Financial Services
Credit Card Processing
$25 per Merchant ID. Subscribed for 1 Meruhont |D(s) $2500 $BBOO
See Merchant Agreement for transaction fee pricing.
Total $BBOO
Patient Statements
Print Services
$O72 each for the first page printed, $O12each $OOO $BBOO
additional page.
Total $BBOO
The information contained in this document is intended for the recipient and is considered confidential information. ~�r�N�� �=��
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Technology, Staffing, and Support Services
In addition to the features and functionality referenced within, you'll also receive the following technology, staffing and
support services:
• Six Sigma designed implementation
• Unlimited users
• Ongoing training available online
• Support available through via phone, chat, or online case submission
• Frequent updates and communications from ZirMed about the company's newest available features,
functionality,and regulatory changes that could impact your business
• Reporting package available online
• SSAE-16 Certification &Disaster Recovery
• Access to ZirMed's developer portal that facilitates product integration
Your support team and ZirMed's Support&Training Center enable your users and managers to:
• Log support issues
• View/manage status of open issues
• View/manage prior issues and resolution
• Access knowledgebase articles
• Access training materials such as user guides and training videos 24/7
• Attend regularly scheduled training webinars
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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Section N- Terms and Conditions
1. Access and Use of ZirMed Products and Services. Customer's access and use of ZirMed Services are subject to
the terms and conditions of this Agreement and the pricing applicable to the account, including any revisions,
supplements or addendum mutually agreed to by the parties in writing.Access is restricted to Customer's internal
use and benefit and any other access is prohibited. ZirMed only grants access to ZirMed's website to persons,
organizations and facilities that have contracted with ZirMed and that are in good standing pursuant to that
agreement. Customer is responsible to ensure that entities affiliated with it that have access to Services
(consistent with the terms of the Agreement)will abide by the terms of this Agreement and is responsible for any
of their acts and omissions, including, but not limited to,any damages caused by them.
2. Authorization and Use. ZirMed grants to Customer a limited, nonexclusive and nontransferable license to use the
Services. Except as otherwise set forth herein, Customer may access and use the Services for Customer's
internal business use and for no other purpose.Access to Services requires minimum acceptable equipment and
telecommunications capability. Unless otherwise stated by the nature of the Service, Services provided by
ZirMed do not include equipment, peripherals, devices or connectivity between Customer and ZirMed for the
transmission or receipt of Services by Customer. Customer is responsible at its expense to procure and obtain
such necessary equipment and supplemental service, including, but not limited to, modems or other Internet
access devices and appropriate telecommunications service. Specifications for minimum acceptable equipment
and approved hardware interface devices required for access to Services may be obtained from ZirMed upon
request.
3. Customer Duties and Obligations. Customer agrees to use the Services provided by ZirMed hereunder only in
accordance with this Agreement and applicable laws, regulations, and rulings, now or hereafter imposed. ZirMed
reserves the right to take all actions, including termination of Services pursuant to this Agreement,which it
believes to be necessary to comply with applicable laws, regulations, rulings and ZirMed specifications as
described herein. Customer and its users may not use or access the Services in any way which, in ZirMed's
reasonable discretion, adversely affects the performance or function of the Services or interferes with the ability
of other authorized parties to access the Services. ZirMed may suspend Customer and its users'access to
and/or use of the Services,without credit, at any time if, in ZirMed's sole discretion, the performance, integrity or
security of the Services is in danger of being compromised as a result of such access. Customer will retain all
original and source documents according to federal and state laws and regulations and shall provide all
supporting documents to ZirMed as requested. Customer agrees that ZirMed has the right to audit and confirm
information submitted, and Customer assumes all liability regarding said information. Customer agrees to
consider and treat all information received through the Services as confidential. Customer is responsible for(a)
identifying individuals or organizations that Customer wishes to have access to and are qualified to access
ZirMed Services, including, but not limited to, dedication of individuals for the implementation and training
process; (b)when necessary,creating and sending required test data that would include all payers and
specialties; (c)providing necessary information,complete and return to ZirMed all forms reasonably required by
ZirMed or Payers in a timely manner; (d)providing authorized signatures to ZirMed and to the payers as required
by applicable law.
Further, Customer is responsible for identifying,designating and updating both the Executive Authority and
Domain Administrator for ZirMed Services.A description of these designations is more fully defined in Section 23
of this Agreement.ZirMed will assign each entity or individual that Customer identifies as a user of Services, a
password and Customer agrees,for Customer and all such affiliated entities, not to reveal said password to any
third party without ZirMed's written consent. Customer agrees to notify ZirMed immediately and in writing of any
known or suspected unauthorized use of ZirMed Services or suspected breach of security(including loss, theft,
unauthorized password disclosure, etc.). Customer acknowledges that ZirMed may find it necessary to disable
access to ZirMed's website and any Service at any time if ZirMed has reason to believe that Customer or an
affiliate has violated this Agreement or presents a security risk. Customer agrees to implement and enforce
appropriate security measures to reduce the risk of unauthorized access to Services.
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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4. ZirMed Duties and Obligations. ZirMed agrees to supply and support the Services subscribed to by Customer in
conformity with the terms of this Agreement. ZirMed shall provide Customer with information materials regarding
initiation and use of ZirMed's Internet-based and desktop Services and network. ZirMed will provide all
reasonably required start-up and maintenance services to Customer in initiating use of the connections with
Services. ZirMed will also provide online education and testing,system implementation and mapping,as well as,
troubleshooting services. In the event that Customer and ZirMed mutually agree that it is necessary for ZirMed
personnel to travel to Customer's location for implementation,training, or general customer support, Customer
agrees to reimburse ZirMed's reasonable travel and living expenses,to be defined as any expense required in
the act of getting to and from ZirMed to the Customer including lodging and meal costs while at the Customer.
5. Confidential and Proprietary Information. All proprietary information disclosed by either Party to the other in
connection with this negotiating and entering into this Agreement shall be deemed confidential by both Parties
and protected from disclosure to others using reasonable security measures. Customer acknowledges and
agrees that the Services disclosed or otherwise made available by ZirMed under this Agreement are proprietary
and/or confidential to ZirMed and owned exclusively by ZirMed, and that such information shall not be disclosed
by Customer or used for any purpose not expressly permitted herein,except as required by law or with the prior
written consent of ZirMed. Such information includes, but is not limited to, user documentation provided to
Customer hereunder,the terms and conditions of this Agreement and the pricing for Services. Services or
information provided pursuant to this Agreement may not be copied, reproduced, modified, reverse engineered,
translated, decompiled, disassembled,emulated,sublicensed, rented, leased,conveyed, assigned or used in
any way other than as specifically authorized in this Agreement except to the extent and for the express
purposes authorized by applicable law notwithstanding this limitation. Proprietary information shall not include
information that(a)was known to either party prior to the disclosure by the other; (b)is or becomes generally
available to the public other than by breach of this Agreement; (c)otherwise becomes lawfully available on a
non-confidential basis from a third party who is not under an obligation of confidence to either party; or(d)is
independently developed by a party.Additionally, ZirMed's name, trademarks, trade names and logos are
proprietary to ZirMed and may not be used without ZirMed's prior written consent. Unauthorized transmission or
release of such information may cause material adverse consequences to ZirMed. Therefore, Customer and
ZirMed, respectively, agree to immediately remedy any breach of this Section and waive any legal defenses the
violator may have to immediate equitable actions required to restrict any unauthorized release. The offending
party will pay all reasonable costs/penalties associated with said unauthorized release of confidential information.
In the event Customer is served with a public records request pursuant to Chapter 132 of the North Carolina
General Statutes for certain information or records and ZirMed claims such information or records are proprietary
ZirMed shall be responsible for all costs, including and not limited to litigation costs and attorneys'fees,
associated with withholding such information and/or records. In the event Customer is served with such a
request Customer shall notify ZirMed within a reasonable time.
6. HIPAA. Customer and ZirMed shall enter into the business associate agreement attached to this Agreement.
Customer acknowledges that the intrinsic value of ZirMed's Services is dependent upon the use of de-identified
data from its numerous sources, and accordingly, Customer authorizes ZirMed to use de-identified data
regarding Customer or Customers'clients derived from the use of Services under this Agreement,for
consideration or otherwise.
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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7. Privacy and Security. ZirMed has established and agrees to maintain physical, electronic and procedural
safeguards that meet or exceed industry standards in the healthcare claims processing and financial services
industries including HIPAA, HITECH and the Gramm-Leach-Bliley Act including all applicable regulations
promulgated under such statutes.
Customer acknowledges that account codes and passwords are critical elements to maintaining privacy and
security and that Customer agrees to keep confidential and not to disclose to any third parties account codes or
passwords issued to Customer by ZirMed.Accordingly, Customer assumes full responsibility for selection and
use of codes or passwords as may be permitted or required by the particular Service involved. Customer shall be
responsible to ensure that each user granted an account code and/or password: (a)is fully aware of all of the
obligations under this Agreement and acts in accordance with them; and (b)maintains the secrecy and security
of account codes and passwords, and does not disclose them to any other person or entity. Customer shall be
responsible for any use or access to the Services by any person or entity accessing it through the use of a
Customer account code and password,whether such access was authorized or not. The use of the account code
and password assigned to any user shall be deemed to constitute the acts of such person, and ZirMed shall be
entitled to rely upon the data input without any obligation to identify or otherwise verify any person who gains
access to the Services by means of such account code or password. Customer acknowledges that transmission
of confidential information outside of ZirMed's secure website may not be secure. Email, instant messaging or
other forms of communication,should not contain confidential or personal information as these forms of
communication cannot be assuredly secure and private.
8. Pricing and Payment.All charges for the use of Services("Charges")shall be billed to Customer monthly.
Charges include monthly fees, license fees and transaction or usage fees as set forth herein. Transaction or
usage fees shall be based on the amount of usage recorded by ZirMed's computer system,and the pricing in
effect at the time of Customer's use of such Services.
The prices for Services provided hereunder do not include sales, use, excise, value added, utility or similar taxes
which may be applicable in the U.S. or at any other location. Consequently, in addition to the specified prices, the
amount of any such present or further tax applicable to the provision of Services hereunder by ZirMed shall be
paid by Customer(other than those taxes which are associated with the income of ZirMed), or Customer shall
reimburse ZirMed for such taxes upon its receipt of billing therefore from ZirMed. If Customer claims an
exempted status from any applicable tax, Customer shall provide ZirMed with a tax-exemption certificate
acceptable to the taxing authorities. In addition, Customer acknowledges that ZirMed has no control over certain
government-imposed fees and tariffs(e.g. postal increases or interchange fees)or if any change in the rules,
regulations or operating procedures of any service supplier or any federal, state or local governmental agency or
regulatory authority results in a cost increase.Any such increase shall become effective for Customer on the
same day as the increase becomes effective as to ZirMed, or is otherwise incurred by ZirMed.
All payments should be sent to ZirMed via US Mail or as otherwise agreed, to the address set forth on the
invoice. Invoices are due within thirty(30)days of receipt. ZirMed offers various automated payment options
including ACH and recurring billing. Customer may choose an automated payment option by contacting
ZirMed's accounting department. Due to the high direct costs of some services, ZirMed restricts the use of
purchasing cards, credit cards or debit cards to transactions totaling less than five thousand dollars($5,000)in a
given month. Charges in excess of this amount will be subject to a convenience fee of three percent(3%).
ZirMed reserves the right to charge Customer a$50.00 reactivation fee for frequent late payments resulting in
disruption or deactivation in Service. Late payments(after 60 days)will be subject to a late fee equal to one and
one-half(1.5%)per month or at the maximum interest rate allowable under applicable law,whichever is lower, of
the overdue amount, except amounts disputed by Customer in writing in good faith within ten (10)days following
receipt of the invoice. If any undisputed amount of any invoice remains unpaid,ZirMed may(without terminating
this Agreement and reserving cumulatively all other remedies and rights under this Agreement and at law)
suspend further Services and licenses to access the Services under this Agreement without further notice to
Customer. Customer is responsible for all costs of collection including, but not limited to, collection agency fees
and attorney fees.
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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9. Custom Development and Consulting: ZirMed will provide custom development and consulting services("Special
Services")on an"as requested"or"as required"basis to Customer. Any and all Special Services will be clearly
communicated to Customer and approved in writing by both parties prior to undertaking. Fees for Special
Services provided to Customer shall be billed to Customer upon the delivery thereof or as scheduled and
mutually agreed upon at ZirMed's then current rates(with the development or consulting being billable in fifteen
(15)minute increments). Other fees payable by Customer shall include the reasonable costs of travel and related
expenses to and from Customer's site as required by such Special Services.
10. Term and Termination. The initial term of this Agreement shall be two(2)years, unless modified or terminated, in
accordance with the other provisions of this Agreement. This Agreement shall automatically renew thereafter
annually for additional one(1)year terms(each a "Renewal Term"), unless notice of termination is provided by
the terminating party at least sixty(60)days prior to the end of the initial term. In the event of a delay in
implementation of this Agreement of more than sixty(60)days, the initial term will begin on the date of the first
"live"or"production"transaction transmitted by ZirMed, such date evidenced on the ZirMed system. Termination
of this Agreement shall not terminate Customer's obligation to pay ZirMed for all Services performed under the
Agreement prior to discontinuance of performance by ZirMed due to termination. Either ZirMed or Customer may
terminate this Agreement if the other party fails to perform or to comply with a material term or condition of this
Agreement and if such failure is not cured within forty-five(45)days after notice specifying such failure and the
non-breaching party's intention to terminate. In addition, ZirMed may suspend or terminate this Agreement(a)if
Customer breaches Section 8,or(b)if Customer fails to comply with any obligation under Section 3.
In the event that Customer becomes insolvent, is adjudicated bankrupt,files a voluntary petition in bankruptcy,
has a receiver appointed for it, makes an assignment for the benefit of creditors, is subject to filing of an
involuntary petition in bankruptcy which is not discharged within thirty(30)days after filing,or takes any action or
is subject to any action equivalent to any of the foregoing then, to the extent permitted by law, ZirMed shall have
the right, at its option at any time thereafter, to terminate this Agreement and its obligations hereunder by giving
Customer written notice thereof.
In any Renewal term,either party may terminate this Agreement without cause upon giving a 60 day written
notice.
In the event that Customer terminates this Agreement for reasons other than those set forth in this Section 10 of
this Agreement, Customer shall pay to ZirMed, as liquidated damages, a fee equal to fifty percent(50%)of the
monthly fee and estimated transaction fees for one year or the remaining term of the Agreement, as extended,
whichever is lower. If Customer's implementation project is cancelled by Customer or cancelled by ZirMed
because of Customer non-responsiveness, this will be deemed a termination of this Agreement. Such payment
shall be in addition and not in lieu of any other remedy of ZirMed under this Agreement.
ZirMed acknowledges Customer 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 the public funds are
unavailable and not appropriated for the performance of Customer's obligations under this Agreement,then this
Agreement shall automatically expire without penalty to Customer immediately upon written notice to ZirMed of
the unavailability and non-appropriation of public funds.
11. Assignment.All terms and conditions contained herein shall inure to the benefit of and shall be binding upon the
parties hereto and their respective heirs, personal representatives, successors, and permitted assigns, including
without limitation, any successor to either party resulting by reason of corporate merger,consolidation or
reorganization or incorporation of a partnership. Notwithstanding the foregoing, any assignment of this
Agreement by Customer shall be void without the prior written consent of ZirMed. ZirMed shall have the right to
assign this Agreement to a parent, affiliate, subsidiary, or successor in interest. The obligations of ZirMed under
this Agreement may be provided or fulfilled by any subcontractor of ZirMed so long as ZirMed retains full
responsibility for such obligations.
12. Warranties and Exclusive Remedies. ZirMed makes no warranty or representation concerning the adequacy,
completeness, usefulness, or sufficiency of any Services or information or results thereof provided hereunder.
ZirMed does not warrant that the functions contained in the Services and the applications thereof will meet
Customer's requirements or that the Services will operate without interruption or be error free. The Services and
any information provided hereunder and the results thereof are provided on an AS IS,AS AVAILABLE basis
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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without any warranty of any type except that ZirMed will use reasonable efforts to correct any errors which are
due solely to malfunction of ZirMed's computers, operating systems or programs, or errors by ZirMed's
employees or agents. Correction shall be limited to rerunning of the job or jobs and/or recreating of data or
program files. ZirMed shall not be responsible in any manner for(i)errors or failures of proprietary systems or
programs other than those of ZirMed; (ii)errors or failures of Customer's software or operational systems; (iii)
Customer's use of the ZirMed Services on a computer system that does not conform to ZirMed's specifications;
(iv)computer viruses imported into the Services from or through Customer's internal computer systems; (v)
misuse of or damage to the ZirMed software; or(vi)Customer's failure to report to ZirMed the existence and
nature of any non-conformity or defect of the ZirMed Services within a reasonable time after discovery thereof.
THE WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE,AND THERE ARE NO OTHER
WARRANTIES OF ANY TYPE WITH RESPECT TO THE PRODUCTS AND SERVICES, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING, BUT NOT LIMITED TO,ANY WARRANTY OF MERCHANTABILITY, NON-
INFRINGEMENT OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTY
ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
13. Exclusions and Limitations of Liability. IN NO EVENT SHALL ZIRMED BE LIABLE TO CUSTOMER OR ANY
THIRD PARTY(INCLUDING WITHOUT LIMITATION CUSTOMER'S CLIENTS) FOR ANY SPECIAL,
CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, INCLUDING CLAIMS FOR LOST PROFITS,
ARISING FROM THE PROVISION OF OR FAILURE TO PROVIDE SERVICES HEREUNDER, EVEN IF
ZIRMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT
ZIRMED WILL NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST CUSTOMER BY ANY OTHER
PARTY. DUE TO THE NATURE OF THE SERVICES BEING PERFORMED BY ZIRMED, IT IS AGREED THAT
IN NO EVENT WILL ZIRMED BE LIABLE FOR ANY CLAIM, LOSS, LIABILITY, CORRECTION, COST,
DAMAGE, OR EXPENSE CAUSED BY ZIRMED'S PERFORMANCE OR FAILURE TO PERFORM
HEREUNDER WHICH IS NOT REPORTED BY CUSTOMER WITHIN THIRTY(30) DAYS OF SUCH FAILURE
TO PERFORM.
CUSTOMER ACKNOWLEDGES THAT, IN CONNECTION WITH THE SERVICES PROVIDED UNDER THIS
AGREEMENT, INFORMATION SHALL BE TRANSMITTED OVER LOCAL EXCHANGE, INTEREXCHANGE
AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES AND OTHER
DEVICES OWNED, MAINTAINED AND SERVICED BY THIRD PARTY LOCAL EXCHANGE AND LONG
DISTANCE CARRIERS, UTILITIES, INTERNET SERVICE PROVIDERS,AND OTHERS,ALL OF WHICH ARE
BEYOND THE CONTROL AND JURISDICTION OF ZIRMED.ACCORDINGLY, ZIRMED ASSUMES NO
LIABILITY FOR OR RELATION TO THE DELAY, FAILURE, INTERRUPTION OR CORRUPTION OF ANY
DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE SERVICES PROVIDED
UNDER THIS AGREEMENT.
ZIRMED SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH REGARD TO ACTIONS OF THIRD
PARTIES, INCLUDING BUT NOT LIMITED TO DISPUTES CONCERNING PAYMENT OF CLAIMS,
ELIGIBILITY STATUS OF A PATIENT,AUTHORIZATIONS FOR CREDIT, DEBIT OR CHECK
TRANSACTIONS, PRE-AUTHORIZATION, PRE-CERTIFICATION, OR OTHER PAYER-SUBMITTED
INFORMATION. INFORMATION SUBMITTED BY A PAYER THROUGH ZIRMED IS NO GUARANTEE OF
PAYMENT AND DOES NOT CONSTITUTE A PROMISE TO PAY; ELIGIBILITY INFORMATION IS SUBJECT
TO CHANGE,AND WAITING PERIODS MAY APPLY.
THE LIABILITY OF ZIRMED FOR ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE, BREACH OF
CONTRACT,WARRANTY OR OTHERWISE ARISING OUT OF OR RELATING TO THE SERVICES
PROVIDED HEREIN, INCLUDING BYWAY OF INDEMNIFICATION, SHALL, IN THE AGGREGATE, NOT
EXCEED ONE (1)YEAR'S AVERAGE BILLING TO CUSTOMER FOR PRODUCTS AND SERVICES
HEREUNDER TAKEN OVER THE TWELVE (12) MONTHS PRECEDING THE MONTH IN WHICH THE
DAMAGE OR INJURY ALLEGED TO HAVE OCCURRED, OR, IF THIS AGREEMENT HAS NOT BEEN IN
EFFECT FOR TWELVE(12) MONTHS PRECEDING SUCH DATE, THEN OVER SUCH FEWER NUMBER OF
PRECEDING MONTHS THAT THIS AGREEMENT HAS BEEN IN EFFECT.
14. Force Maieure. ZirMed shall not be liable to Customer by reason of any failure in performance of this Agreement
in accordance with its terms if such failure arises out of causes beyond the reasonable control and without the
fault or negligence of ZirMed or its subcontractors. Such causes may include, but are not limited to, unavailability
of communications facilities, acts of God, acts of the public enemy, Customer's actions or failure to act,acts of
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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civil or military authority, governmental priorities,fires,floods, strikes, unavailability of labor, materials, or energy
sources, delay in transportation, riots or war.
15. Record Retention. If required by regulations now or hereafter issued by the Centers for Medicare& Medicaid
Services(formerly known as the Health Care Financing Administration)pursuant to Section 952 of the Omnibus
Reconciliation Act of 1980 (Section 1861(v)(1)(1)of the Social Security Act[42 U.S.C. § 1395(x)(v)(1)(I)],42
C.F.R. §§420.300-420.304), as amended, and the regulations promulgated thereunder, the books and records of
ZirMed necessary to certify the nature and extent of costs associated with ZirMed's performance of services
under this contract shall be maintained and preserved by ZirMed for such period of time as provided by law so as
to be available for and subject to inspection and review by appropriate agencies of the United States. In addition,
if and to the extent that ZirMed uses the services of a related organization to provide services hereunder, ZirMed
will require such related organization to maintain, preserve and make available its books and records to the
same extent that ZirMed is so required. In the event that this Agreement is not subject to the provisions of
Section 952 or regulations promulgated hereunder, this section of the Agreement shall be null and void except
that ZirMed shall comply with all applicable requirements of Chapter 132 of the North Carolina General Statutes.
The provisions of this Section shall survive the expiration or termination of this Agreement.
16. Independent Contractors. ZirMed and Customer are independent contractors and nothing in this Agreement shall
be construed as creating a partnership,joint venture or agency relationship between ZirMed and Customer.
17. Governing Law. This Agreement shall be governed by the laws of the State of North Carolina,without giving
effects to conflicts of laws provisions.The parties agree that the Uniform Computer Information Transactions Act
or any version thereof, adopted by any state, in any form ("UCITA"), shall not apply to this Agreement. To the
extent that UCITA is applicable, the parties agree to opt out of the applicability of UCITA pursuant to the opt-out
provision(s)contained therein. North Carolina General Statute 143-133.3 requires political subdivisions of North
Carolina to verify all contractors are in compliance with E-verify. By executing this Agreement ZirMed
acknowledges it is, and its subcontractors are, in compliance with Article 2 of Chapter 64(E-verify requirements)
of the North Carolina General Statutes.
18. Entire Agreement. This Agreement sets forth all the representations, promises and understandings between
Customer and ZirMed on the matters set forth herein. If any part or parts of this Agreement are held to be invalid,
illegal or unenforceable, such part will be treated as severable, and the remaining parts of the Agreement shall
continue to be valid and enforceable as to the parties hereto.
19. Indemnification by ZirMed. ZirMed will indemnify and defend Customer against any claim by third parties that
Customer's use of any of ZirMed Services as authorized hereunder infringes upon the patent rights, copyrights,
trademark rights or trade secret rights in the United States of a third party and pay any resulting damage award
or settlement amount, provided that: (i)such claim does not arise out of Customer's misuse of ZirMed Services;
(ii)Customer within a reasonable time notified ZirMed in writing of such claim; (iii)ZirMed will have sole control of
the defense of any action on such claim and of all negotiations for its settlement or compromise; (iv)Customer
cooperates with ZirMed in every reasonable way to facilitate settlement or defense of such claims; and (v)should
such ZirMed Service become or, in ZirMed's opinion, be likely to become, the subject of an infringement claim,
Customer will permit ZirMed, at ZirMed's expense to procure such right to continue using such Service, replace
or modify the Service or terminate,without penalty, Customer's use of the affected Service, in which event
ZirMed will refund to Customer, on a pro-rata basis, any unused prepaid amounts related thereto.
20. Indemnification by Customer. To the extent authorized by law, Customer shall indemnify and hold ZirMed, its
directors, officers, affiliates,agents and employees, harmless from and against any and all losses, liabilities,
damages or expenses of any type(or claims of damage or liability)asserted against ZirMed and arising out of
information provided to ZirMed, by customer, or any use or provision thereof to any third party, or any other act
or inaction of Customer.
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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21. Survival. The representation,warranties,covenants, and agreements of any of the parties hereto contained in
Sections 1, 2, 5-8, 10, 12-21 of this Agreement will survive the expiration or earlier termination of this Agreement.
Expiration or termination of this Agreement for any reason will not terminate Customer's obligation to pay ZirMed
for all Services performed prior to the date of such expiration or termination.
22. Executive Authority and Domain Administrator. The"Executive Authority"identified below is an authorized
individual empowered to make decisions on behalf of Customer and having the legal authority to legally bind
Customer. The Executive Authority may issue a directive to ZirMed to designate, modify or change the Domain
Administrator. The"Domain Administrator"as identified below, will have full administrative privileges for
Customer's account or family of accounts(Domain)to add and delete users and will manage access rights,
privileges and permissions for each user for the domain.As such, the Domain Administrator will be assigned a
login and password to access the ZirMed website for the designated domain to permit this individual to perform
these functions.
Name: Dwane Brinson, Director
Office Ad'd'ress: 228 S. Churton Street, H.C. Box 8181
City: Hillsborough State: NC Zip:27278
Phone: (919)245-2726 Fax: 919-644-3091 Cell:
Email: dbrinson@orangecountync.gov
Name: Hank Derby, System Analyst
Office Ad'd'ress: 228 S. Churton Street, H.C. Box 8181
City: Hillsborough State: NC Zip:27278
Phone: (919)245-2111 Fax: 919-644-3091 Cell:
Email:wderby@orangecountync.gov
23. Counterparts. This Agreement may be executed in counterparts and delivered by facsimile or other electronic
means, each of which will be deemed an original but all together will constitute only one agreement. This
Agreement may also be executed electronically as authorized by Articles 11 A and 40 of Chapter 66 of the North
Carolina General Statutes.
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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DocuSign Envelope ID:90B9D659-590B-40CA-85C6-4FA2FEE9lF35
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In Witness Whereof, the Parties to this Agreement, in recognition of their undertakings set forth above, and for
due and valid consideration, execute this Agreement.
Customer ZirMed Inc.
DocuSigned by: DocuSigned by:
By(signed): By In it �AaMwtt VS�t t� By(signed): E
0637994B755E477... 7A8E170325B340D...
Name: Bonnie Hammersley Name: Jim Lacy
Title: County Manager Title: CFO & General Counsel
Gate: 1/19/2016 Gate: 1/8/2016
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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DocuSign Envelope ID:90B9D659-590B-40CA-85C6-4FA2FEE9lF35
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THIS BUSINESS ASSOCIATE AGREEMENT is entered into by and between Orange County, a political subdivision
of the State of North Carolina ("Covered Entity"), and ZirMed, Inc.,a Delaware corporation("Business Associate"),
with offices at 888 West Market Street, Suite 400, Louisville, Kentucky 40202,as an addendum to the subscriber
agreement between the parties(the"Addendum")and shall be effective as of the date of Services Agreement(as
defined hereunder).
Recitals
WHEREAS, the parties have entered into an underlying services agreement, ("Services Agreement")incorporated
herein by reference;
WHEREAS, in order for Business Associate to furnish services to Covered Entity in accordance with the Services
Agreement, Covered Entity must at times disclose to Business Associate protected health information("PHI")
governed by the Health Insurance Portability and Accountability Act of 1996, Pub. 104-191 ("HIPAA"), as amended,
and the accompanying regulations promulgated thereunder at 45 C.F.R. Parts 160 and 164(the"Privacy Rule")and
45 C.F.R. Parts 160, 162 and 164(the"Security Rule")(collectively, the"HIPAA Regulations"), as amended;
WHEREAS, the parties desire to enter into this Addendum in order to comply with the HIPAA Regulations.
NOW THEREFORE, the parties, in consideration of the mutual obligations contained herein and in the Services
Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, agree as follows:
1. Definitions. The terms used, but not otherwise defined, in this Addendum shall have the same meaning as
those in the HIPAA Regulations, as amended.
2. Duties and Obligations of Business Associate. Business Associate hereby agrees to fully comply with the
requirements applicable to"business associates"under the HIPAA Regulations,and the terms and conditions set
forth under the Services Agreement and this Addendum.
a. Permitted Uses and Disclosures. Business Associate may use or disclose PHI of the Covered Entity for any
and all purposes necessary to perform the duties and obligations of Business Associate under the Services
Agreement, or as otherwise expressly permitted under this Addendum,the Services Agreement or in compliance
with 45 C.F.R. §164.504(e). Business Associate may further use or disclose such PHI: (i)for the proper
management and administration of Business Associate; (ii)to carry out the legal responsibilities of Business
Associate; (iii)if the disclosure is Required by Law; and(iv)if Business Associate obtains reasonable assurances
from the person to whom PHI is disclosed that the PHI will be held confidential and used or further disclosed only
as Required by Law or for the purpose for which it was disclosed, the person will use appropriate safeguards to
prevent use or disclosure of the information, and the person will notify Business Associate immediately of any
Breach of Unsecured PHI in the manner and time frame set forth under Section 2.e.of this Addendum.
b.Authorizations. Notwithstanding any other limitation herein, Covered Entity agrees that nothing in this
Addendum prohibits Business Associate from using or disclosing PHI to the extent permitted by an Authorization
from the applicable Individual.
c. Safeguarding PHI. Business Associate shall develop and implement reasonable administrative, physical and
technical safeguards to prevent the unauthorized use or disclosure of PHI that Business Associate creates,
receives, maintains or transmits on behalf of Covered Entity; and to protect the confidentiality, integrity and
availability of such PHI. Business Associate shall further adopt a security plan that takes into account each of the
Security Rule standards, as appropriate; and provide training,as appropriate, to relevant employees,
subcontractors and agents of Business Associate on such policies and procedures to prevent the unauthorized
use or disclosure of PHI.
d. Third Party Agreements. Under certain circumstances, Business Associate may need to enter into agreements
with agents or subcontractors in order to satisfy Business Associate's obligations under the Services Agreement.
If Business Associate discloses to these agents or subcontractors any PHI received from Covered Entity in this
context, or created or received by Business Associate on behalf of Covered Entity, Business Associate shall
require such agents or subcontractors to enter into a written agreement with Business Associate that requires
such agent or subcontractor to agree to be bound by the same restrictions and conditions that apply to Business
Associate under this Addendum, and to implement reasonable and appropriate safeguards to protect the
confidentiality, integrity and availability of PHI created, received, transmitted or maintained by the parties during
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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the term of the Services Agreement in conformance with the HIPAA Regulations.
e. Reporting Unauthorized Uses and Disclosures. Business Associate agrees to notify Covered Entity of a
Breach of Unsecured PHI discovered by Business Associate. Such notice must: (i)be made promptly, but in no
event later than fifteen(15)days from the date Business Associate discovers the Breach; (ii)contain a
description of what happened; (iii)the date of the Breach and date of Discovery; (iv)a description of the types of
Unsecured PHI involved in the Breach; (v)the steps the Individuals should take to protect themselves from
potential harm resulting from the Breach; (vi)a brief description of what Business Associate is doing or will do to
investigate the Breach, mitigate losses, and protect against any further Breaches; and (vii)the contact
information and procedures for Individuals to obtain additional information.
f.Access to Information. Business Associate shall provide access to PHI maintained in a Designated Record Set
to Covered Entity or an Individual within fifteen(15)days of a written request from Covered Entity at Business
Associate's offices during normal business hours. Business Associate, its agents and subcontractors shall
respond to such request in a manner and time frame specified herein in order that Covered Entity may comply
with the HIPAA Regulations.
g.Access to Books and Records. Business Associate shall make its internal practices, books and records
relating to the PHI created, maintained, transmitted or received by Business Associate on behalf of Covered
Entity available to Covered Entity and the Secretary of the Department of Health and Human Services
("Secretary")for the purpose of determining Covered Entity's compliance with the HIPAA Regulations and the
terms of this Addendum.A request for access by Covered Entity under this Section 2.g.shall be granted upon
fifteen(15)days prior written notice, and conducted at Business Associate's offices during normal business
hours.
In.Availability of PHI for Amendment. Business Associate agrees to make any amendment(s)to PHI maintained
in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 C.F.R. §164.526 within thirty
(30)days after receipt of a written direction from Covered Entity.
i.Accounting of Disclosures. Upon Covered Entity's written request, Business Associate shall make available an
accounting of disclosures of PHI made by Business Associate for which Covered Entity is required to provide
such accounting of disclosures under HIPAA.
j. Data Aggregation Service. Business Associate may use or disclose PHI to provide Data Aggregation Services,
as that term is defined by 45 C.F.R. §164.501, relating to its health care operations.
3. Duties and Obligations of Covered Entity.
a. Privacy Notice. Covered Entity shall inform Business Associate of any changes,or limitations, in the Notice of
Privacy Practices("Privacy Notice")of Covered Entity, and provide Business Associate with a copy of the Privacy
Notice in effect.
b. Restrictions of Use or Disclosure of PHI. Covered Entity shall inform Business Associate of any restrictions on
the use or disclosure of PHI requested by Individuals, including any changes to or revocation of such restriction.
c. No Impermissible Requests. Covered Entity shall not request that Business Associate use or disclose PHI in
any manner that would not be permissible under the HIPAA Regulations if done by Covered Entity, except as
permitted in Section 2 above.
4. Term and Termination.
a. Term. The term of this Addendum shall be effective and terminate upon the effective and termination date of
the Services Agreement. Upon said termination, Business Associate shall return or destroy, as the case may be,
PHI to Covered Entity in accordance with Section 4.d. below.
b. Material Breach. If Covered Entity determines that Business Associate has breached a material term of this
Addendum, Covered Entity may provide notice of such breach to Business Associate and afford Business
Associate an opportunity to cure the alleged material breach within the time period allowed by the Services
Agreement for cure of material breaches of its terms. If Business Associate fails to cure such breach within the
time period allowed by the Services Agreement, Covered Entity may terminate this Addendum and the Services
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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Agreement.
c. Report to the Secretary. If Covered Entity determines that Business Associate has breached a material term of
this Addendum, and Business Associate refuses or is not able to cure the breach and termination is not feasible,
Covered Entity shall report the breach and related issues to the Secretary. Termination is not feasible if there are
no viable alternatives to continuing the Services Agreement with Business Associate.
d. Effect of Termination. Upon termination of this Addendum,for any reason, Business Associate shall return or
destroy all PHI created, maintained, transmitted or received by Business Associate on behalf of Covered Entity.
Business Associate agrees not to retain copies of the PHI after termination of this Addendum. Business
Associate agrees to recover any such PHI in possession of its agents or subcontractors. If return or destruction
of the PHI is not feasible, Business Associate will notify Covered Entity in writing of the reasons for such
determination and agrees to extend the protections of this Addendum for as long as necessary to protect the
PHI, but Business Associate shall not use or disclose PHI except for the limited purposes for which extended
retention of such records is necessary. If Business Associate elects to destroy the PHI, it shall certify to Covered
Entity that the PHI has been destroyed.
e. Survival. The parties'obligations which by their nature continue beyond termination, cancellation or expiration
of the Services Agreement and this Addendum shall survive termination,cancellation or expiration of the
Services Agreement and this Addendum.
5. Change of Law. The parties acknowledge that the HIPAA Regulations may be modified from time to time.The
parties specifically agree to take such action as necessary to implement the standards and requirements of the
HIPAA Regulations and other applicable laws and regulations relating to the privacy and security of PHI. Further,
the parties acknowledge that pricing under the Services Agreement is based on legal requirements in effect on
the effective date of the Services Agreement, and that compliance with additional or different legal requirements
may result in changes of scope and pricing under the Services Agreement. Upon Covered Entity's request,
Business Associate agrees to enter into good faith negotiations with Covered Entity concerning the terms of an
amendment to this Addendum embodying written assurances consistent with the standards and requirements of
the HIPAA Regulations or other applicable laws and regulations relating to the privacy and security of PHI. If the
parties fail to reach such an amendment within ninety(90)days after commencement of negotiations,either
party may terminate this Addendum and the Services Agreement by providing written notice to the other party,
effective sixty(60)days after the date of such notice. Nothing herein shall be deemed to extend the term of any
other agreement between the parties.
6. Bindinq Nature and Assignment. This Addendum shall be binding on the parties,their successors and
assigns, but neither party may assign their rights and obligations under this Addendum without the prior written
consent of the other,which consent shall not be unreasonably withheld.
7. Interpretation. The parties agree that any ambiguity in this Addendum shall be resolved in favor of a meaning
that complies and is consistent with the HIPAA Regulations and other applicable federal and state privacy and
security laws and regulations.
8. Notice. All notices permitted or required under this Addendum shall be in writing and shall be delivered by
personal delivery, electronic mail, or by certified or registered mail, return receipt requested,and shall be
deemed given upon personal delivery. Notices shall be sent to the addresses set forth in this Addendum or such
other address as either party may specify in writing.
9. Independent Contractor. The relationship between the parties will solely be that of independent contractors
engaged in the operation of their own respective businesses,and Business Associate shall not be considered an
employee, agent, or part of, or in joint venture with, the Covered Entity or any affiliate of Covered Entity.
10. No Third Party Beneficiary. This Addendum has been entered into solely for the benefit of Covered Entity and
Business Associate and is not intended to create any legal, equitable or beneficial interest in any third party, or to
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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vest in any third party any interest as to enforcement or performance.
11. Regulatory References.A reference in this Addendum to a section in the HIPPA Regulations means the section
as in effect, or as amended, and for which compliance is required.
12. Amendments. This Addendum may not be modified or amended except by a writing that explicitly refers to the
amendment of this Addendum and that is signed by authorized representatives of both parties.
13. Waiver. None of the provisions of this Addendum shall be deemed to have been waived by any act, omission,or
acquiescence on the part of the disclosing party without a written instrument signed by the disclosing party. No
waiver by a party of any breach shall be effective unless in writing, and no waiver shall be construed as a waiver
of any succeeding breach,whether or not of the same or a different term or condition.
14. Effect on Services Agreement. Except to the extent specifically amended by this Addendum, all of the terms
and conditions contained in the Services Agreement shall remain in full force and effect. In the event of any
inconsistency between this Addendum and the Services Agreement, the terms and conditions of this Addendum
shall govern and prevail.
In Witness Whereof, Business Associate and Covered Entity have caused this Addendum to be signed and
delivered by their duly authorized representatives,as of the date set forth above.
Orange County("Covered Entity") ZirMed Inc. ("®Business Associate"®)
DocuSigned by:
DocuSigned by:
B (signed)- B (signed): l
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7A8E170325B340D...
...
Name:
Name:
Bonnie Hammersley Jim Lacy
Title: County Manager Title: CFO & General Counsel
Gate: 1/19/2016 Gate: 1/8/2016
The information contained in this document is intended for the recipient and is considered confidential information. III RIVED
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