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HomeMy WebLinkAbout2016-210-E Health - Stratus Video, LLC for video remote interpretation DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E [Departmental Use Only] TITLE Stratus Video VRI FY FY 15-16 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this first day of April, 2016, ("Effective Date") by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"),party of the first part; and Stratus Video, LLC(the "Provider"),party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Video remote interpreting services for American Sign Language (ASL) and selected spoken languages through the use of Stratus' on demand interpreter software, user training, bi-annual review meetings, mobile device management and the purchase of (3) Stratus Stand with Ipad Air and Speaker as provided in Attachment A, Stratus Video Interpreting Services,which is attached and hereby incorporated herein. The term of this agreement rendered shall be from April 1, 2016 to June 30, 2016, and may be automatically renewed for an additional one year term unless either party elects to terminate the Agreement by providing written notice of such termination to the other party no later than thirty (30) days prior to the expiration of the initial term of the Agreement. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS I. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed Eight Thousand Nine Hundred Fifteen Dollars, ($8,915). Payment shall be made based on the fee rates set forth in Exhibit "A", Stratus Video Pricing of Attachment A. Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. Nor shall any express waiver or failure to exercise promptly any right under this Agreement by the Parties create a continuing waiver or any expectation of non-enforcement. Revised 1/16 1 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E 3. Independent Contractor: The Provider shall operate as an independent contractor and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.oran ecg ounLync. og v/departments/purchasing_division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider, its agents, or assigns directly or indirectly related to the Services to be performed pursuant to this Agreement on the part of the Provider. Customer acknowledges that it, and not Stratus, is a professional health care provider. The County agrees to defend, indemnify and hold harmless to the extent provided by North Carolina law Provider from any claims, including claims of third-parties, based on medical malpractice or negligence of County(or its physicians, employees, independent contractors, etc.). 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to the Provider. Upon termination of the Agreement, County will immediately stop using the Services and will remove the Stratus software for all County owned devices. Additionally, County hereby authorizes Provider to disable all Stratus accounts, software and access to Stratus services. In such event, Provider will not be liable to County for damages of any kind (whether actual, incidental, or consequential, including lost profits and lost revenues) arising out of or related to the loss of use of the Services of the Stratus software. The County will return to Provider all Provider owned equipment. 7. Limited Warranty. Stratus warrants that it will perform the Services in a professional manner consistent with industry standards. Stratus makes no other representation, warranty or guarantee, express or implied, of any kind, and Stratus specifically disclaims any warranty or condition of merchantability or fitness for a particular purpose. 8. Limitation of Liability. Customer acknowledges that interpretations may not be entirely accurate in all cases and that events outside of the control of Stratus may result in incomplete or interrupted service. Except as specifically stated otherwise, each party's aggregate liability to the other for claims arising out of this Agreement, whether for breach or in tort and including but not limited to negligence, shall be limited to the amount paid by Customer to Stratus within the previous 12 months. Further, neither party will be liable for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement (including loss of business, revenue, profits, use, data or other economic advantage), however it arises, whether for breach or in tort, even if that party has been previously advised of the possibility of such damage. Liability for damages shall be limited and excluded, even if any exclusive remedy provided for in this Agreement fails of its essential purpose. 9. Equipment Warranty. The warranty provided to Customer by Stratus with respect to the Revised 1/16 2 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E Equipment is set forth in Exhibit `B" of Attachment A. The warranty period shall commence upon Acceptance of the Equipment. 10. Additional Terms. The obligations of the parties under this Agreement which by their nature should continue beyond the termination or expiration of this Agreement will remain in effect after termination or expiration. 11. Non-Performance. A party is not liable under this Agreement for non-performance or delayed or interrupted performance caused by events or conditions beyond that party's control if the party makes reasonable efforts to perform. This provision does not relieve Customer of its obligation to make all payments then owing when due. (j)No modification to this Agreement will be binding unless in writing and signed by an authorized representative of each party. (k) If any provision, or part thereof, in this Agreement is held to be invalid, void or illegal, it shall be severed from this Agreement and shall not affect, impair, or invalidate any other provision, or part thereof, and shall be severed from this Agreement and shall not affect, impair, or invalidate any other provision, or part thereof, and it shall be replaced by a provision which comes closest to the severed provision, or part thereof,in language and intent,without being invalid,void, or illegal. 12. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. 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. 13. Priori : In determining the basic services to be provided, should any documents be referenced in or attached to 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. 14. Governing Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 15. 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. 16. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. 17. Availability. The County acknowledges that the Services may not be available at all times due to interruptions, technical problems, and/or system upgrades and maintenance. The Services are not for and should not be used for emergency calls and is not a substitute for"911" or other emergency services. All interpreters provided in conjunction with The Services may not be available at all times and interpreters will be assigned solely by Stratus. Revised 1/16 3 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E 18. No Ownership Rim This Agreement and the County's use of the Services does not provide the County with any right, title, or ownership interest in or to the Services, the software used in providing the Services, or any of the other technology, systems, processes or other aspect of the Services, including but not limited to any intellectual property rights. This provision will survive the termination of this Agreement. The County acknowledges that Provider is a trademark of Stratus and may not be used without Stratus' prior consent. During the term of the agreement the County is provided with a Right to Use License for the Stratus Software. The County agrees that Stratus software will be the only Video Remote Interpreting software installed on the equipment and no other video remote interpreting applications will be installed or other video or audio interpreting usages shall be permitted unless direct written consent is given by Provider during the term of service. Use of the Provider's software by the County is deemed acceptance of the software License Agreement and restrictions enumerated in this paragraph. 19. Confidentiality. i. Provider will not disclose any confidential information provided by County to any third-party, and will use such confidential information only for purposes specifically contemplated in this Agreement. Further, Provider and County will not disclose to any third-party the terms and conditions of this Agreement or any of the information provided in any invoices or other documents or oral communications between the parties. If a party is required by discovery request in a litigation, subpoena, civil investigative demand or similar process to disclose any such confidential information then the party so compelled may disclose such information without liability after giving reasonable notice to the other party to promptly assert whatever objections the other party has to prevent such disclosure within such deadlines as are required by the governing statutes, rules or regulations. ii. Client Confidentiality. I. The Provider acknowledges that she/he may have access to information that is confidential and provided by state and federal laws and agrees to comply with all privacy policies, regulations, and laws as well as the Health Insurance Portability and Accountability Act (HIPAA) of 1996 (P.L.104-191) as provided in Attachment B, Business Associates Agreement, which is incorporated into this Agreement and Attachment A, Exhibit C, Health Insurance Portability and Accountability Act Compliance Process. 2. The Provider agrees to protect confidential information (e.g., client name, appointment type, telephone number, health information) that he/she may receive in doing business with County. The Provider should ensure proper, safe storage and protection of client information during use, and shredding/deletion of such information when it is no longer necessary for business purposes. iii. Breaches of client confidentiality will result in automatic termination of this Agreement. 20. Publicity. County agrees that Stratus may use Orange County Health Department's name and/or corporate logo on Stratus Video's website and marketing materials. [SIGNATURE PAGE TO FOLLOW] Revised 1/16 4 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E IN WITNESS WHEREOF, County and the Provider have signed this Agreement, effective as of the day first written above. �7���,11�� O Ei HNTY PR llyq ned by: b6Vuln tt �AwtKj VS�t �W By' 3Z494�7-55a€4-ia... By' County Manager Title: 200 S. Cameron St. Stratus Video,LLC P.O. Box 8181 33 N. Garden Ave., Suite 1000 Hillsborough,NC 27278 Clearwater,FL 33755— Revised 1/16 5 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E I fii Attachment A TU.r STRATUS VIDEO INTERPRETING SERVICES This Attachment is for Stratus Video Interpreting Services (the "Agreement") is between Stratus Video, LLC ("Stratus") and the Orange County Health Department of North Carolina ("Customer") and is for providing on- demand video remote interpreting (VRI) for American Sign Language (ASL) and selected spoken languages, over- the-phone interpreting (OPI) for selected languages and In Person interpreting for selected languages (collectively, the "Services"). The VRI services and OPI services are provided by Stratus through the use of Stratus' on-demand interpreter software. AFS-7/10/2015 Confidential and Proprietary Page 1 of 7 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E it f TRATUS AGREEMENT FOR SERVICES Exhibit A Stratus Video Pricing Orange County North Carolina Health Department (County) agrees to pay the prices shown in Table 1 for video interpreting services from Stratus. The services include Video Remote Interpreting, user training, bi-annual review meetings and mobile device management. Table 1.Video Remote Interpreting(VRI) Prices Language Spoken Languages American Sign Bundled: All VRI Audio Only VRI Language VRI Languages Languages Price Per Minute $1.19 $1.99 $1.19 $0.99 Notes: 1. Bundled Price Requirement: American Sign Language Minutes must be 10% or less of total video minutes during a given billing month. If the percentage of American Sign Language minutes exceeds 10% of the total minutes during a month, the pricing reverts to the Spanish, Other and American Sign Language pricing for that month. 2. Call Times:The call time starts when the interpreter answers the call and ends when either the end user or interpreter hangs up the call. 3. Payment: County will be billed monthly for the minutes used. 4. Audio Only languages can be provided by Stratus at the prices shown or by County's existing provider at no charge from Stratus. 5. County agrees that Stratus software will be the only Video Remote Interpreting software installed on the equipment and no other video remote interpreting applications will be installed or other video interpreting services shall be permitted on the equipment unless direct written consent is given by Stratus during the term of service. For a 60 day trial, County agrees to pay only for the minutes of interpreting service used. At the end of the trial, County may choose to return the equipment without a penalty or continue with the service. If the service is continued, the trial converts to an equipment rental or purchase agreement and County is invoiced accordingly. Table 2 lists equipment that may be purchased or rented by County at the rates shown. Enter the quantity in the appropriate space and check either the Purchase or Rent box. Table 2. User Equipment Prices Select One: Purchase ❑x Rent ❑ (Please check one box and enter the quantities below) Purchase Monthly Item Description Price Rental Price Quantity Qty Price Stratus Stand with iPad Air, Infectious Control Case, External 1-10 $60 iPad Air and Speaker, Rolling adjustable stand with locking $1,232 11-30 $55 3 Speaker tablet holder 31-80 $50 81+ $44 Stratus Stand with iPad Air, Infectious Control Case, Rolling $1,054 Qty Price iPad iPad Air adjustable stand with locking tablet holder 1-10 $55 AFS-7/10/2015 Confidential and Proprietary Page 2 of 7 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E it f TMTUS AGREEMENT FOR SERVICES Table 2. User Equipment Prices 11-30 $50 31-80 $45 81+ $39 Table Stand Table stand for scenarios with table or similar $120 NA mounting surfaces iPad Air 2 iPad Air 2 Wi-Fi 16 GB $499 NA iPad Air iPad Air Wi-Fi 16 GB $399 NA iPad Air Infectious Protective case for iPad Air. Case allows the $49 NA Control Case iPad to be chemically disinfected External Speaker External Speaker for iPad for high ambient $178 NA with Battery Kit noise environments. iPad Loss and Covers loss and physical damage to stands $5/ Damage Coverage and iPads purchased from Stratus Video as Device/ part of initial device and stand order. Month Notes: 1. Payment: For 60-day trial, Stratus will invoice County for all rented or purchased equipment that is not returned at the end of the trial. Otherwise, Stratus will invoice County upon delivery of equipment and payment is due in 30 days. Shipping and handling are not included in the prices quoted above and will be billed separately. 2. Mobil Device Management: Stratus will use mobile device management software to remotely manage all iPads. This includes updating the iPads with new Stratus software as new releases become available. 3. Rental Ownership: Stratus retains ownership of all rented equipment. Table 3 provides the implementation and training service Stratus will provide to County to ensure a smooth and disruption-free implementation of VRI services in all hospitals, clinics, physician practices and other facilities where VRI services will be used. Table 3. User Implementation &Training Services Description Price Services include: 1) Setup, configuration and distribution of Stratus licenses and languages on the Stratus App. 2) Setup, configuration, implementation of site-to-site VPN to provide an encrypted, HIPAA- compliant connection between the company and the Stratus Video platform. 3) Setup of call detail record and monthly invoice for usage and billing back to departments. 4) Setup of additional information fields to be gathered by the interpreters as needed to be attached to the call detail record for the call. Included 5) Assistance with software installation of the Stratus App on PC, Mac, iPad, iPhone and Android smartphones and tablets without stripping other features/apps/software that comes with the device. 6) Development of a Hospital-specific medical staff-training program on how to use the Stratus software client. 7) On-site training of medical staff on the Stratus application. 8) Provide a connection to, and use of,Telelanguage, free of charge including entering AFS-7/10/2015 Confidential and Proprietary Page 3 of 7 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E it f TMTUS AGREEMENT FOR SERVICES Teleanguage's number for automatic connection via Audio Only Button. Hospital/Health System Information Hospital or System Name: Orange County Health Department Sales Tax Exempt: Yes ❑ No ❑✓ (If Yes, the Tax Exempt Certificate must be included with the order) Main Contact: Susan Clifford Phone: 919-245-2387 Email: sclifford @orangecountync.gov Billing Contact: Phone: Email: IT Contact: Phone: Email: Shipping Addresses Billing Address Note:Include all shipping addresses Please fill in the details above. AFS-7/10/2015 Confidential and Proprietary Page 4 of 7 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E it f TRATUS AGREEMENT FOR SERVICES Exhibit B Warranty for Stratus Video Owned Equipment The Stratus Stand and iPad Bundle ("Equipment") that you have installed is warranted under the provisions of this warranty. The Equipment is guaranteed to operate in accordance as a video remote interpreting service operated under normal usage and conditions and with proper care and supervision. The equipment has been installed upon Customer's independent determination that it is appropriate for Customer's intended application. All equipment will remain the property of Stratus. However, responsibility for the installed items remains with the Customer from time of possession to the time of return. The Customer shall maintain the installed equipment in good repair and operating condition, allowing for reasonable wear and tear. The equipment will be repaired or replaced, at Stratus' discretion, while the equipment is installed at Customer's location. Customer may be responsible for additional fees due to any damage or loss of equipment if the damage or loss was due to Customer's own fault or negligence. The warranties made herein shall be in lieu of any other warranty, expressed or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose. Such implied warranties or fitness for a particular purpose are expressly excluded. Warranty for Purchased Equipment The Stratus Stand and iPad Bundle ("Equipment") that you have installed is warranted under the provisions of this warranty. The equipment has been installed upon Customer's independent determination that it is appropriate for Customer's intended application. For a one (1) year period from date of Acceptance ("the Warranty Period"), Stratus warrants the Equipment is guaranteed to operate in accordance as a video remote interpreting service operated under normal usage and conditions and with proper care and supervision. Company warrants that service repairs shall be free from defects in materials and workmanship for the balance of the Warranty Period. Responsibility for the installed items remains with the Customer at time of possession. The Customer shall maintain the installed equipment in good repair and operating condition, allowing for reasonable wear and tear. If Customer needs service repairs within the Warranty Period, Stratus will be responsible for such repairs. After the warranty period, Customer will be responsible for all service repairs or may receive service repairs from Stratus for additional fees. The warranties made herein shall be in lieu of any other warranty, expressed or implied, including but not limited to any implied warranty of merchantability or fitness for a particular purpose. Such implied warranties or fitness for a particular purpose are expressly excluded. AFS-7/10/2015 Confidential and Proprietary Page 5 of 7 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E it f TRATUS AGREEMENT FOR SERVICES Exhibit C Health Insurance Portability and Accountability Act (HIPAA) Compliance Process Background The Health Insurance Portability and Accountability Act (HIPAA) governs the documentation and dissemination of all patients' healthcare information by medical providers, insurance companies, and certain third parties (Covered Entities). HIPAA rules require that Covered Entities and their Business Associates apply appropriate administrative, technical, and physical safeguards to ensure the privacy of Protected Health Information (PHI) and Electronic PHI (EPHI). HIPAA includes both the Privacy Rule and the Security Rule: • The Privacy Rule. Gives individuals rights over their health information, whether oral, written or electronic. • The Security Rule. Protects all health information in electronic form, ensuring that all EPHIs are secure. There is no governing agency, commission, or standards body that certifies HIPAA compliance. However, Department of Justice is tasked with investigating and adjudicating HIPAA violations by Covered Entity and Business Associates. It is up to the Covered Entity or Business Associate to determine and maintain it's own compliance with the Privacy and Security rules. Discussion Stratus recognizes that we must provide our services and solutions that are HIPAA complainant and support the requirements outlined in a Business Associate Agreement. Stratus designed and developed our services to operate in accordance with your HIPAA requirements. Specific Stratus Video Features to ensure HIPAA compliance: 1) Data Security. a) Stratus requires a site-to-site Virtual Private Network (VPN) between the hospital and the Stratus Video Network. This Cisco VPN supports AES encryption of the signaling and data streams (both video and audio). This protects all hospital video systems including Stratus Video, or legacy video equipment connecting to the Stratus Video Network. b) Stratus does not record video calls so no protected health information is captured or stored in the Stratus Video system at any point and as such,fits the definition of data not at rest. c) Access to Stratus software on the devices is Password Protected d) Video software does not allow Auto Answer feature, preventing unauthorized access to video calls. AFS-7/10/2015 Confidential and Proprietary Page 6 of 7 DocuSign Envelope ID: 818337D8-7142-453C-8DE1-5D9B9A037D1E STRATUS vldeointerpreUng AGREEMENT FOR SERVICES Stratus Video Service Delivery Platform Functional Diagram Contact Canters aver ON Phone 4.:kr:: IIIIr,I.J.{�IL'Y;,I�i�i,IM.JJ!I[�,I'''' 0%w 1ha Phona M• - • iii+ MM PsTN PSTN NFLS - - - - - - - - - - - - - - - - - - - --- -- I I I I I I y'P, Internet VP" I CRY and Cal I}emll CRY and Call Ge131 CY1 and Billing I I CAM WWI N%d amna I I H■` a�Yterr I I ■Ydan+ 0yclnm I ti9d�a Call I I Pll I Plauorrn --———————————I I————————— — — — — I VPN Video Call Node#1 I I Vida*Call Node#2 Hospital Network ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ IPad and Android i Phone and PC E-20 Video Phone& ■ Tablets Android and Video Day ices from ■ stnomphones Mac Cisco,Polycom.LHeeim IF ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ Brimaa Yldaa Rr pnelry and Cc Ww it Info melon 2) Privacy Rule. a) Stratus Video platform. Stratus Video platform generates and stores only metadata (billing information) about the video session. No Protected Health Information is captured or stored in the Stratus Video System. The billing information is provided, in electronic form (Excel), as part of the monthly invoice so the hospital can analyze utilization on both device and department basis. 3) Interpreter Confidentiality and protection of patient information. a) Interpreters are HIPAA Certified by completing the Advanced HIPAA training course and examination. b) All interpreters must sign and are bound by company Code of Ethics agreements. The Registry of Interpreters for the Deaf (RID) also additionally binds American Sign Language (all Stratus Video American Sign Language interpreters are nationally certified through RID) interpreters to a professional Code of Conduct and Code of Ethics. AFS-7/10/2015 Confidential and Proprietary Page 7 of 7 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is made effective the first day of April, 2016, by and between Orange County Government through its Orange County Health Department ("Covered Entity"), and Stratus Video, LLC , ("Business Associate"). Covered Entity and Business Associate may be referred herein individually as a "Party" or collectively as the "Parties". This Agreement supersedes any previously executed Business Associate Agreement between the Parties. WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Public Law 104-191, as modified by the Health Information Technology for Economic and Clinical Health Act ("HITECH"), Public Law 111-5, known as "the Administrative Simplification provisions," direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services ("Secretary") has issued regulations modifying the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from time to time(the"HIPAA Security and Privacy Rule"); and WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Business Associate may be considered a"Business Associate" of Covered Entity as defined in the HIPAA Security and Privacy Rule (the agreement evidencing such arrangement is detailed below and hereinafter referred to as the"Service Agreement(s)"); and WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement, compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect the interests of both Parties. L DEFINITIONS (a) Service Agreement. Agreement(s) for services affected by this HIPAA Business Associate Agreement, which this Business Associate Agreement shall be attached to, and is (are) hereby incorporated by reference, and which shall be taken and considered as a part of this document the same as if fully set out herein: Video Remote Interpretation Services (b) Catch-all Provision. Except as otherwise defined herein, any and all capitalized terms in this Agreement shall have the definitions set forth in the HIPAA Security and Privacy Rule, 45 CFR Parts 160 and 164, subparts A and E. In the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Security and Privacy Rule, as amended, the HIPAA Security and Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy Rule, the provisions of this Agreement shall control. 1 October 2013 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E (c) Electronic Protected Health Information. Protected Health Information that is transmitted by or maintained in Electronic Media(as defined in the HIPAA Security and Privacy Rule). (d) Protected Health Information. "Protected Health Information" shall have the same meaning as the term in 45 CFR § 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity and includes without limitation "Electronic Protected Health Information." Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entity's behalf shall be subject to this Agreement. (e) Required by Law. "Required by Law" shall have the same meaning as the term in 45 CFR§ 164.103. IL OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE (a) Use and Disclosure. Business Associate agrees to fully comply with the requirements under the HIPPA Security and Privacy Rule applicable to Business Associates and not to use or disclose Protected Health Information other than as permitted or required by this Agreement, the Service Agreement or as Required by Law. To the extent Business Associate carries out obligations of Covered Entity under the HIPAA Security and Privacy Rule, Business Associate shall comply with the applicable provisions of the HIPAA Security and Privacy Rule as if such use or disclosure were made by Covered Entity. Business Associate agrees to comply with Covered Entity's policies regarding the minimum necessary use or disclosure of Protected Health Information. (b) Appropriate Safeguards. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as provided for by this Service Agreement(s), this Agreement or as Required by Law. This includes the implementation physical, technical and administrative safeguards to prevent use or disclosure of Protected Health Information other than as permitted in this Agreement or Required by Law and reasonably and appropriately protect the confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the HIPAA Security and Privacy Rule. The Business Associate shall maintain appropriate documentation of its compliance with the HIPPA Security and Privacy Rule, including, but not limited to, its policies, procedures, records of training and sanctions of members in its workforce. (c) Assurances. Business Associate agrees to provide Covered Entity with written assurances that any Protected Health Information placed on any type of mobile media, including, but by no means limited to, lap top computers, Ipads and mobile phones, is encrypted in accordance with guidance issued by the Secretary. (d) Agents and Subcontractors. Business Associate shall require any agents, including any subcontractors, to whom it provides Protected Health Information from Covered Entity that is created, received, maintained or transmitted on behalf of Business Associate to agree by written contract with Business Associate to the same (or greater) restrictions, conditions and requirements that apply to Business Associate with respect to such information, and to agree to implement reasonable and appropriate safeguards to protect any of such information that is Electronic Protected Health Information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or omissions do not cause Business Associate to breach the terms of this Agreement. (e) Mitigation of Breach. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health 2 October 2013 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E Information by Business Associate in violation of the requirements of this Agreement, as well as to provide complete cooperation to Covered Entity should Covered Entity elect to review or investigate such noncompliance or Security Incident. Business Associate shall cooperate in Covered Entity's breach analysis and/or risk assessment, if requested. Furthermore, Business Associate shall cooperate with Covered Entity in the event that Covered Entity determines that any third parties must be notified of a Breach,provided that Business Associate shall not provide any such notification except at the direction of Covered Entity. (f) Breach Reporting. Business Associate shall report in writing to Covered Entity's Privacy Officer (see Exhibit A), any use or disclosure of Protected Health Information that is not in compliance with the terms of this Agreement, as well as any Security Incident and any actual or suspected Breach, of which it becomes aware, without unreasonable delay, and in no event later than forty-eight (48) hours of such discovery. For purposes of this Agreement, "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. Such notification shall contain the elements required by 45 C.F.R. § 164.410. (g) Compliance. To the extent applicable, Business Associate will comply with (1) Covered Entity's Notice of Privacy Practices; (ii) any limitations to which Covered Entity has agreed in regard to an Individual's permission to use or disclose his or her Protected Health Information; and (iii) any restrictions to the use or disclosure of Protected Health Information to which Covered Entity has agreed or is required to agree. (h) Government Access. Business Associate will make its internal practices, books and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the terms of the HIPAA Security and Privacy Rule, and, at the request of the Secretary, will comply with any investigations and compliance reviews,permit access to information, and cooperate with any complaints, as Required by Law. Without unreasonable delay and, in any event, no more than 48 hours of receipt of the request or notification, Business Associate will notify Covered Entity in writing of any request by any governmental entity, or its designee, to review Business assessment of any kind. (1) Electronic Transactions. If Business Associate conducts any Standard Transactions for or on behalf of Covered Entity, Business Associate shall comply with the requirements under the Electronic Transaction Rule. (j) Audit. Business Associate shall permit Covered Entity, in its discretion, to conduct an audit of Business Associate's compliance with this Agreement, HIPAA, and HITECH. Such audit may consist of an onsite visit, a series of inquiries that require written responses, or both. Business Associate shall promptly and completely respond to Covered Entity's requests for information in support of the audit, which shall not be conducted more than once annually except in cases of an actual or reasonably suspected Security Incident or reasonably suspected noncompliance with this Agreement, HIPAA or HITECH. Each Party shall bear its own costs associated with the audit. (k) Identity Theft. Business Associate shall implement Identity Theft Monitoring Policies and Procedures to protect any patient information that may be breached by the Business Associate to the extent applicable under the Federal Trade Commission's Red Flag Rules. (1) HITECH Compliance. Business Associate shall: A. Not receive, directly or indirectly, any impermissible remuneration in exchange for Protected Health Information or Electronic Protected Health Information, except as permitted by HITECH § 13405(d) or the HIPPA Regulations; 3 October 2013 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E B. Comply with the marketing and other restrictions applicable to Business Associates contained in HITECH § 13406 and the HIPPA Regulations; C. To the extent required under HITECH § 13404, fully comply with the applicable requirements of 45 CFR 164.502(e)(2) for each use and disclosure of Protected Health Information; D. To the extent required under HITECH § 13401, fully comply with 45 CFR §§ 164.308, 164.310, 164.312, and 164.316; E. To the extent required under HITECH §§13401 and 13404, comply with the additional privacy and security requirements that apply to Covered Entities in the same manner and to the same extent as Covered Entity is required to do so; and F. To the extent required under the HIPPA Regulations, comply with the privacy and security requirements that apply to Business Associates. (m) State Privacy Laws. Business Associate shall understand and comply with state privacy laws to the extent that such privacy laws are not preempted by HIPPA or HITECH. III. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE (a) Use of Protected Health Information on Behalf of Covered Entity. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities or services for, or on behalf of, Covered Entity described in the Service Agreement, provided that such use or disclosure would not violate the HIPPA Security and Privacy Rule if it were made by Covered Entity or would not violate the Covered Entities minimum necessary policies. (b) Other Uses of Protected Health Information. Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information within its workforce for the proper management and administration of Business Associate not to include Marketing or Commercial Use and to carry out the legal responsibilities of Business Associate; and (c) Third Party Confidentiality. Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that if Business Associate discloses any Protected Health Information to a third party for such purpose, the Business Associate shall enter into a written agreement with such third party requiring the following: A. Disclosure only as Required by Law; or B. Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality, integrity, and or availability of the Protected Health Information has been breached immediately upon becoming aware. (d) Business Associate may provide data aggregation services relating to the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship as permitted by 45 CFR§ 164.504(e)(2)(1)(B). (e) Other Uses Strictly Limited. Nothing in this Agreement shall permit the Business Associate to share Protected Health Information with Business Associate's affiliates or contractors except 4 October 2013 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E for the purposes of the Service Agreement(s) between the Covered Entity and Business Associate(s) identified in Section I(a) of this Agreement. (f) Covered Entity Authorization for Additional Uses. Any use of Protected Health Information by Business Associate, its affiliate or Contractor, other than those purposes of this Agreement, shall require express written authorization by the Covered Entity, and a Business Associate Agreement or amendment as necessary. Activities which are prohibited include, but are not limited to, Marketing, as defined by 45 CFR § 164.503 or the sharing for Commercial Use or any purpose construed by Covered Entity as Marketing or Commercial Use, even if such sharing would be permitted by federal or state laws. (g) Business Associate may de-identify Protected Health Information only at the specific direction of and only for the use of Covered Entity. Business Associate may not sell Protected Health Information except at the direction of Covered Entity and in compliance with the requirements of the HIPAA Security and Privacy Rule. IV. AVAILABILITY OF PHI (a) Access to Protected Health Information. Business Associate agrees, in the event the Business Associate maintains protected health information in a Designated Record Set, to make available, within ten (10) days of a request by Covered Entity in a time and manner designated by Covered Entity, Protected Health Information in a Designated Record Set, to Covered Entity or as directed by Covered Entity, to an individual in order to meet the requirements of 45 CFR § 164.524 of the HIPAA Security and Privacy Rule. (b) Amendments to Protected Health Information. In the event that the Business Associate maintains Protected Health Information in a Designated Record Set, Business Associate agrees to make any amendment(s) to Protected Health Information in a designated record set that the Covered Entity directs or agrees to pursuant to the HIPAA Security and Privacy Rule at the request of Covered Entity of an individual,within ten(10) days of receipt of a request from Covered Entity and in the time and manner designated by Covered Entity. (c) Accounting of Disclosures. Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures, as required by 45 CFR § 164.528 of the HIPAA Security and Privacy Rule. Business Associate will comply with Covered Entity's policy regarding accounting of disclosures. (d) Document Disclosures. In the event an Individual makes a request under this Section of the Agreement directly to Business Associate, Business Associate will notify Covered Entity of such request within three (3) business days and shall cooperate with, and act only at the direction of Covered Entity in responding to such request. V. OBLIGATIONS OF COVERED ENTITY (a) Notice of Privacy Practices. Covered Entity shall provide Business Associate with the notice of privacy practice that Covered Entity produces in accordance with 45 CFR § 164.520, as well as any changes to that notice. (b) Notice of Changes in Individual's Access or Protected Health Information. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, is such changes affect Business Associate's permitted or required uses. 5 October 2013 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E (c) Notice of Restriction in Individual's Access to Protected Health Information. Covered Entity shall notify Business Associate of any restrictions to the use or disclosure of Protected Health Information that Covered Entity has agreed in accordance with 45 CFR § 164.522 to the extent that such restriction may affect Business Associate's use of Protected Health Information. VI. PERMISSABLE REQUESTS BY COVERED ENTITY Requests Permissible Under HIPAA. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy or Security Rule. VII. TERMINATION (a) Term. This Agreement shall be effective as of the date first set forth above and shall terminate upon the earlier of (1) the termination of all agreements between the parties, and (ii) the termination by Covered Entity for cause as provided herein. (b) Termination for Cause. Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the Service Agreement immediately if Covered Entity determines that Business Associate has or will violated any material term of this Agreement. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate this Agreement if Business Associate does not cure the breach or end the violation within the time period specified by Covered Entity. If termination, cure or end of the violation is not feasible, Covered Entity may report the violation to the Secretary. (c) Obligation of Business Associate Upon Termination. At termination of this Agreement, the Service Agreement(or any similar documentation of the business relationship of the Parties), or upon request of Covered Entity,whichever occurs first, Business Associate, shall: A. if feasible, return(in a manner or process approved by the Covered Entity) or destroy all Protected Health Information, regardless of form, including but not limited to paper or electronic format, received from Covered Entity, or created, maintained or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the Protected Health Information. This provision shall also apply to Protected Health Information and other confidential information in the possession of sub-contractors or agents of Business Associate. B. If such return or destruction is not feasible, Business Associate shall (i) retain only that Protected Health Information necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (ii) return or destroy the remaining Protected Health Information that the Business Associate still maintains in any form; (iii) extend the protections of this Agreement to the retained Protected Health Information; (iv) limit further uses and disclosures to those purposes that make the return or destruction of the Protected Health Information not feasible; and (v) return or destroy the retained Protected Health Information when it is no longer needed by Business Associate. (d) Survival. This paragraph shall survive the termination of this Agreement and shall apply to Protected Health Information created, maintained, or received by Business Associate and any of its subcontractors. VIII. MISCELLANEOUS 6 October 2013 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E (a) Indemnification. Business Associate agrees to indemnify, defend, and hold harmless Covered Entity, its officers, agents, contractors and agents, against, and in respect of, any and all claims, losses, expenses, costs, damages, obligations, penalties, and liabilities which Covered Entity may incur by reason of Business Associate's breach of or failure to perform any its obligations pursuant to this Agreement, including but not limited to any injury or damages arising from any noncompliance with this Agreement or any Security Incident attributable to the negligence of Business Associate, including failure to execute the terms of this Agreement. Further, Business Associate agrees to indemnify, defend, and hold harmless Covered Entity, its officers, employees, contractors and agents, against all costs and expenses, including but not limited to, reasonable legal expenses, which are incurred by or on behalf of Business Associate in connection with the defense of such claims. (b) Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement, HIPAA, HITECH, or the HIPAA Regulations will be adequate or satisfactory for Business Associate's own purposes. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of Protected Health Information. (c) Assistance in Litigation or Administrative Proceedings. Business Associate shall make itself, and any subcontractors, employees, affiliates or agents assisting Business Associate in the performance of its obligations under this Agreement, available to Covered Entity, at no cost to Covered Entity, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against Covered Entity, its directors, officers or employees based upon a claimed violation of HIPAA, HITECH, the HIPAA Regulations, or other laws relating to security and privacy, except where Business Associate or its subcontractor, employee or agent is named adverse party. (d) Survival. The obligations of Business Associate under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the Service Agreement and/or the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. (e) Ownership of Information. Covered Entity holds all right, title, and interest in and to the Protected Health Information and Business Associate does not hold and will not acquire by virtue of this Agreement or by virtue of providing goods or services to Covered Entity, any right, title, or interest in or to the PHI or any portion thereof. (f) Right to Injunctive Relief. Business Associate expressly acknowledges and agrees that the breach, or threatened breach,by it of any provision of this Agreement may cause Covered Entity to be irreparably harmed and that Covered Entity may not have an adequate remedy at law. Therefore, Business Associate agrees that upon such breach, or threatened breach, Covered Entity will be entitled to seek injunctive relief to prevent Business Associate from commencing or continuing any action constituting such breach without having to post a bond or other security and without having to prove the inadequacy of any other available remedies. Nothing in this paragraph will be deemed to limit or abridge any other remedy available to Covered Entity at law or in equity. Except as expressly stated herein or in the HIPAA Security and Privacy Rule, the parties to this Agreement do not intend to create any rights in any third parties. (g) Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the HIPSS Regulations. In addition, this Agreement may be amended or modified by the Parties only in writing. (h) Assignment. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. 7 October 2013 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E (1) Independent Contractor. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. This Agreement will be governed by the laws of the State of North Carolina. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. (j) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH or the HIPAA Regulations means the section as it currently is in effect or as amended. (k) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Regulations. The parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health Information that are more restrictive than the provisions of this Agreement, the more restrictive provisions will control. The provisions of this Agreement are intended to establish the minimum requirements regarding Business Associate's use and disclosure of Protected Health Information. (1) Severability. In the event any part or parts of this Agreement are held to be unenforceable, the remainder of this Agreement will continue in effect. In addition, in the event a party believes in good faith that any provision of this Agreement fails to comply with the then-current requirements of the HIPAA Security and Privacy Rule, such party shall notify the other party in writing. For a period of up to (30) thirty days, the parties shall address in good faith such concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, a party believes in good faith that the Agreement fails to comply with the HIPAA Security and Privacy Rule, then either party has the right to terminate upon written notice to the other party. (m) Notices and Communications. All instructions, notices, consents, demands, or other communications required or contemplated by this Agreement shall be in writing and shall be delivered to the Party at the address below: For Covered Entity: For Business Associate Orange County Health Dept. Stratus Video,LLC Attn: Administrative Officer 33 N. Garden Ave, Suite 1000 300 W. Tryon Street Clearwater,FL 33755 Hillsborough,NC 27278 (n) Strict compliance. No failure by any Party to insist upon strict compliance with any terms or provisions of this Agreement, to exercise any option, to enforce any right, or to seek any remedy upon any default of any other Party shall affect, or constitute a waiver of, any Party's right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, or contemporaneous, or subsequent default. No custom or practice of the Parties at variance with any provisions of this Agreement shall affect, or constitute a waiver of, any Party's right to demand strict compliance with all provisions of this Agreement. (o) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina except to the extent that North Carolina laws have been pre-empted by HIPAA and without giving effect to principals of conflicts of law. Jurisdiction shall be Orange County, North Carolina, for purposes of litigation resulting from disagreements of the Parties for purposes of this Agreement and the Service Agreement(s). (p) E-Verify. Employers and their subcontractors with 25 or more employees as defined in Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract 8 October 2013 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E with governmental units. E-Verify is a Federal program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes shall constitute breach of this Agreement. If applicable, by executing this Agreement, Business Associate affirms that they are in compliance with Article 3 of Chapter 64 if the North Carolina General Statutes. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. CO ERLIA Z ITY: BUS- &SgA&&OCIATE: By' G9E-B9B8F-66854 fil By: FRagzaFRnon=A Title: orange county Health Director Title: CFO 9 October 2013 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E EXHIBIT A COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION To report to Covered Entity any use or disclosure of Protected Health Information not in compliance with the terms of this Agreement that might be considered a privacy breach, Business Associate should contact the Privacy Officer at the applicable entity. To report to Covered Entity any Security Incident(as defined in the Agreement), Business Associate should contact Carla Julian (919)245-2434, or the Security Officer at The Orange County Health Department. 10 October 2013 DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E STRAVID-01 DEA5 ,a►coRO' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 2/2/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Automatic Data Processing Insurance Agency,Inc PHONE FAX 1 ADP Boulevard A/c No Ext: A/C,No): E-MAIL Roseland,NJ 07068 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Casualty Insurance Company 29424 INSURED Stratus Video Holding Company INSURER B: 33 North Garden Ave INSURER C Suite 1000 INSURER D Clearwater, FL 33755- INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE (RENTED PREMISES S Ea occurrence) $ CLAIMS-MADE 1:1 OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ POLICY P ECRO LOC $ JT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X W C STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER A ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N 76WEGPK6094 1/1/2016 1/1/2017 E.L.EACH ACCIDENT $ 1,000,00 OFFICER/MEMBER EXCLUDED? F-1 N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ 1,000,00 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,00 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Stratus Video Holding ACCORDANCE WITH THE POLICY PROVISIONS. 33 NORTH GARDEN AVE Clearwater, FL 33755- AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9AO37D1E 72/8/2016 E(MM/DD/YYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCE L....".� 2/5/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LOCKTON COMPANIES CONTACT NAME: 500 West Monroe,Suite 3400 PHONE FAX IA/C.No Ext: A/C No): CHICAGO IL 60661 E-MAIL (312)669-6900 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Underwriters Insurance Company 30104 INSURED Video Group Holdings,LLC INSURER B:Hartford Casualty Insurance Company 29424 1408101 Stratus Video,LLC INSURER C:Aspen Specialty Insurance Company 10717 33 N Garden Ave,Suite 1000 INSURER D:Hartford Fire Insurance Company 19682 Clearwater,FL 33755 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 13891819 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X N N $3UUN2II0043 2/5/2016 2/5/2017 DAMAGE TO RENTED CLAIMS-MADE � OCCUR PREMISES Ea occurrence) $ 300,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PE� 1:1 [::] LOC PRODUCTS-COMP/OP AGG $ Included OTHER: $ B AUTOMOBILE LIABILITY N N 83UUN2I30043 2/5/2016 2/5/2017 COMBINED SINGLE LIMIT $ Ea accident 1 000'000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX ALL AUTOS OWNED SCHEDULED BODILY INJURY(Per accident) $ XXXXXXX X X NON-OWNED PROPERTY DAMAGE $ XXXXXXX HIRED AUTOS AUTOS Per accident $ XXXXXXX B X UMBRELLA LIAB OCCUR N N 83RIIUVV9733 2/5/2016 2/5/2017 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION$ $ XXXXXXX WORKERS COMPENSATION NOT APPLICABLE __7—ER OTH- AND EMPLOYERS'LIABILITY TATUTE Y ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ N A E.L.EACH ACCIDENT $ XXXXXXX OFFICER/MEMBER EXCLUDED? / (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ XXXXXXX If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ XXXXXXX C E&O N N LP81772 2/5/2016 2/5/2017 $3,000,000 Agg. D Property 83UUN2I10043(Property) 2/5/2016 2/5/2017 $3,163,004 BPP C Coastal Property ESP730276500 2/5/2016 2/5/2017 $3,104,682 Per Occ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The following are included as Named Insureds:Video Group Holdings,LLC;Stratus Video Group,LLC;Stratus Video,LLC CERTIFICATE HOLDER CANCELLATION 13891819 Stratus Video,LLC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Clearwater,FL THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE r R r, d -20@ ' 1988 14 ACORD CO RPOR TON. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD