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2019-834-E AMS - StarPoint scanning services
Revised 12/18 1 [Departmental Use Only] TITLE Plan Scanning FY 2020 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 7th day of November, 2019, (“Effective Date”) by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"), party of the first part; and Starpoint Global Services (the "Provider"), party of the second part; W I T N E S S E T H: 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 and/or construction (hereinafter referred to collectively as “Services”) to be furnished under this Agreement are as follows: Whitted-300 W Tryon- Digitization of large format drawings of Orange County facilities. The term of this agreement rendered shall be from 11/11/2019 to 2/11/2020. 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 1. 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 Three Thousand Nine Hundred, ($3,900.00). 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. 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 DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C Revised 12/18 2 Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here (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, without limitation, 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 in carrying out Provider’s duties and obligations related to the Services to be provided in this Agreement. 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 Provider. 7. 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. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. 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 state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C Revised 12/18 3 10. 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. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ Department Director Title: ________________________ 200 S. Cameron St. Starpoint Global Services P.O. Box 8181 Po Box 845 Hillsborough, NC 27278 Siler City, NC 27344 DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C ESTIMATED COST AND SERVICE PROPOSAL PROVIDED BY Orange County Asset Management FOR Imaging Patient Records and Related Services November 6, 2019 Our pricing and marketing information provided to you is CONFIDENTIAL and proprietary information. You agree that it shall not be disclosed to any third party and shall, at all times, remain confidential. DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 2 November 6, 2019 Proposal For: Orange County Asset Management Allison Cooper, Asset Management Coordinator acooper@orangecountync.gov Dear Ms. Cooper: Starpoint Global Services (“Starpoint”) hereby submits this proposal for the digitization of Large Format Drawings belonging to Orange County Asset Management (“OCAM). Thank you for giving Starpoint the opportunity to provide you with this information. Executive Summary Pricing is based simply on an all-inclusive, per-image rate. There are no added charges for pick-ups or deliveries, for prep hours, for keystrokes of data entry, for empty boxes, or for storage of the original files during and after scanning. To complete this digitization project, Starpoint will pack all targeted large format drawings for relocation to Starpoint’s NC facility. Starpoint can make data available to the department by a secure ShareFile at any point during the process. Starpoint proposes to provide for the safety, security and accessibility of all records by protecting access and privacy where required. We will accomplish this by: x Securely relocating records to Starpoint’s information management center x Providing inventory and activity reports to Orange County Asset Management x Giving access to records only to authorized personnel x Retrieving and delivering records when needed by the Department x Making any additions to inventory as needed by the Department Starpoint proposes to provide all hardware, labor and expertise to complete the relocation of existing drawings, document preparation, scanning, indexing, page by page quality control comparisons (QC), data export, data delivery and document destruction (if desired). Starpoint will also provide six months of free storage in a secure, HIPAA-compliant environment at our Siler City facility. Starpoint will maintain continuity of access throughout the scanning process with digital transmission of requested files available at no additional charge to the Department. Overview Headquartered in Siler City, NC, Starpoint is a national leader in the records management field and a longtime provider of storage, scanning, document destruction and all associated services for hospitals, universities, municipalities, and large corporations throughout the United States. DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 3 Since 1989, Starpoint has provided the best in records and information management services to discerning companies who demand more from their providers than simple storage. Our commitments to accuracy of operations and to guaranteed delivery of both paper and digital files make us unique within our industry. Strict policies and procedures, extensive safety and security practices, and a flawless 100% find ratio combine to provide Starpoint customers with the most worry-free, cost-effective solution in records management. Starpoint has scanned medical records for entire hospitals, in addition to health departments across the country. Starpoint has completed expansive imaging projects for a vast array of clients, including Nortel, Crittenden Memorial Hospital, Carolina Center for Behavioral Health, McKinney Pediatrics, UNC-Chapel Hill, Lewisville Pulmonary Associates, BD Worldwide Medical, Metglass, Inc., NC State University, the North Carolina Department of Health and Human Resources, NC Department of Environment and Natural Resources, Central Dermatology Center, UNC Child Medical Evaluation Program, West Virginia University, Chatham Hospital and the NC Department of Public Safety. Our specialty has always been the management and imaging of patient medical records. We recently finished digitizing every patient record for RexHospital(UNC Health) in Raleigh, involving tens of millions of images scanned during several phases of an eight-year project. Most recently. Based on a long history of working with State and County governments, Starpoint has developed a simple, all-inclusive, per-image pricing model for document imaging projects. This price includes all labor related to document preparation, actual scanning, indexing, quality control, data processing, data delivery and even one year of free storage for original hardcopies. For Orange County, we are even including empty boxes and labor for packing them. Starpoint also offers the security of trained and experienced fulltime employees, many of whom have worked for Starpoint for more than a decade. Starpoint is a one-stop shop, offering all associated services directly, free from reliance on any third party subcontractors or temporary staffing. We are fully HIPAA-compliant, maintain all applicable certifications and guarantee 100 percent find ratios for any requested files. We utilize a proven system of barcodes and transmittals upon intake, allowing us to track all activity associated with the files and containers we pick up throughout their lifecycle. This system will provide the ultimate level of accountability for the Health Department. From the moment your boxes are loaded onto a Starpoint truck, their precise individual locations will always be known. 100% Delivery Guarantee At Starpoint, we will deliver any request for a barcode-labeled item the same day. Efficiency will increase; risk and worry will decrease. Starpoint will provide a complete inventory of each item that belongs to your facility at any time either electronically in Microsoft Excel format or as a hardcopy report. DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 4 The same standards of guaranteed quality apply to our digital management services. At no time during an imaging project will accessibility of records be disrupted. To ensure a complete conversion with the highest quality, we have processes in place for identification, transportation, preparation, digitization, quality control and confidential destruction of records and files. During the scanning process, we guarantee 100% delivery satisfaction of requested files. A history of activity is maintained documenting who requests information, when it was requested, and when it is returned to a facility. Trained Starpoint employees will undertake all aspects of the project with no investment of additional labor support required from Orange County. Once scanned, all data is guaranteed to be exported in a useful manner, as directed by the Health Department. Images will be individually compared to originals in a rigorous QC process and indexed according to direction from the department. The combination of professional, accurate document imaging and 30 years of experience in file management is a distinct advantage that Starpoint can offer the Orange County Asset Management. Scope of Work All-Inclusive Intake and Inventory x Starpoint personnel will pack and relocate drawings to Siler City scanning facility. x Starpoint’s barcode and transmittal process will ensure that all containers are tracked both physically and by reported activity from the moment they are picked up from the clinics, throughout their lifecycle. x Starpoint will physically or digitally deliver any chart needed during normal business hours for the duration of the scanning process. The Orange County Asset Management has an estimated 200 rolls of large format drawing with an average count of 15 maps per roll Starpoint will index the drawings by the roll. Indexes will include and appear as follows: BUILDING NAME_DATE_TYPE Delivery will on a flash drive in .PDF format. Cost $1.30 per image Estimated project cost per customers estimate- $3,900.00 DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 5 Competitive Edge: This proposal represents a guaranteed quality and level of service unmatched in our industry. Starpoint promises to put in all efforts, and we will do whatever it takes to complete this project for the Orange County Asset Management in a timely manner. I personally will be available to you 24/7/365. Thank you again for this opportunity to be of service. Best regards, Claiborne Brinkley Claiborne Brinkley Tel: 919-942-6666 SVP Fax: 919-869-1897 Starpoint Global Services Cell: 919.210.6841 PO Box 845 E-Mail: clay@starpointusa.com Siler City, NC 27344 This proposal is presented by Claiborne Brinkley, SVP for Starpoint Global Services, on behalf of Clay Brinkley, SVP and Chief Information Officer, and Christoffel Verwoerdt, CEO. Starpoint Global Services is now headquartered in Siler City, NC. The mailing address is PO Box 845, Siler City, NC 27344. The phone number is 919-942-6666, and the fax is 919-869- 1897. Correspondences relating to this proposal and its evaluation can be directed to Claiborne Brinkley at clay@starpointusa.com or directly by phone at 919-428-2906 (office) or 919.210.6841 (cell). This proposal has been thoroughly reviewed and evaluated by Starpoint management. It is based on careful consideration by Starpoint to guarantee Orange County Asset Managementthe very highest level of customer service at our best possible price. DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 6 STORAGE/SERVICE AGREEMENT ACCOUNT: (Orange County Asset Management) Client: Orange County Asset Management Billing Address (If Different) Street Address: 300 W Tryon Road Street or Box No: City, State, Zip: Hillsborough, NC 27278 City, State, Zip: Primary Contacts: Allison Cooper Billing Contact: Telephone: (919) -425-2625 Telephone: Fax: Fax: Email: 'acooper@orangecountync.gov' Email: Starpoint Global Services (“Company”) hereby agrees to accept for storage under its management system at its facilities, such record material (the “Stored Material”) as Orange County Asset Management(the “Client”) requests, subject to all terms and conditions herein. Client agrees to pay Company according to the Company’s current rate schedule, as amended from time to time. Company’s current rate schedule is attached hereto as Schedule A and incorporated herein by reference. CLIENT STARPOINT GLOBAL SERVICES Name:__________________________ Name: Claiborne Brinkley Signature:_______________________ Signature:________________________ Title:____________________________ Title: SVP Date:___________________________ Date:____________________________ 800-STAR-344 DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 7 TERMS AND CONDITIONS The following terms and conditions shall apply to this agreement. 1. STORED MATERIAL-Company shall store the Stored Material identified by Client on the Records Transmittal Form (a sample of which is attached hereto as Exhibit B). Client and Company may change, delete or add to the Stored Material by written agreement only. Additional materials shall, unless otherwise indicated in writing, be deemed to be held under these same terms and conditions and shall be considered part of the Stored Material. 2. ACCEPTANCE-In the absence of an executed contract, Client’s act of tendering material for storage to Company constitutes acceptance by Client of the terms, conditions and rated contained within this agreement. 3. RATES-Client agrees to pay Company according to Company’s then current rate schedule. A copy of the Company’s current rate schedule is attached hereto as Schedule A. Payment in full is due in advance on the first day of the month. Rates may be changed upon thirty (30) days notice to Client, but shall not be increased by more than the percentage increase in the cost of living for the preceding twelve (12) month period as determined by reference to the Consumer Price Index for all Urban Consumers (1982-84=102) as published by the Bureau of Labor Statistics of the Department of Labor. For Stored Material received during a month, or stored for a portion of a month, charges will be assessed according to the Schedule A rates then in effect. Additional charges, if any, shall be paid simultaneously with the regular monthly rates. 4. CLIENT AUTHORIZED REPRESENTATIVES-Client must designate all individuals that are authorized to have access to the Stored Material by identifying said individuals on Company’s Access Authorization form (a sample of which is attached hereto as Schedule C). Only the Authorized Representative and Secondary Authorized Representative may authorize destruction of the Stored Material. 5. ACCESS TO STORED MATERIALS 5.1 Company shall conduct services pertaining to the Stored Material only pursuant to direction of Client’s agent(s) identified by Client on Company’s Access Authorization form. Client represents that the Authorized Representative and the Secondary Authorized Representative have full authority to order all services that pertain to the Stored Material including, but not limited to, removal and destruction of Stored Material. 5.2 The Company reserves the right to deny access to or delivery of the Stored Material until such time as Client has cured any default under this agreement. 6. ACT OF GOD OR FORCE MAJEURE-An “act of God” or “force majeure” is defined for p urposes of this agreement as strikes, lockouts, sit-downs, material or labor restrictions by any governmental authority, unusual transportation delays, riots, floods, washouts, explosions, earthquakes, fire storms, weather (including wet grounds or inclement weather), acts of a public enemy, terrorist act, wars, insurrections, national emergency, shortage of labor or materials, and/or any other cause not reasonably within the control of the Company or which by the exercise of due diligence Company is unable, wholly or in part, to overcome. 7. LIMITATION OF LIABILITY 7.1 Company’s liability, if any, for loss, damage, or destruction to the Stored Material not caused by Company’s negligence shall be limited to the assumed value of the Stored Material, which is agreed to as follows: DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 8 (a) for Stored Material that is stored according to Company’s hardcopy rates: $2.25 per cubic foot for Stored Material stored at the “per box” rate or $2.25 per linear foot for Stored Material stored at the “open shelf file storage” rate; and, (b) for Stored Material that is stored according to Company’s Media Vault rates: $50.00 per magnetic tape, $7.00 per microfilm roll, $50.00 per data cartridge, or $1.50 per computer diskette. In no event shall the Company be liable for loss of the information contained in the Stored Material or any related consequential or incidental damages. Such limitation of liability shall apply irrespective of the cause of loss, damage, or destruction of the Stored Material. 7.2 The Stored Material is not insured by Company against loss or injury, irrespective of the cause of the loss or injury. 7.3 Client understands and acknowledges that normal deterioration and aging of record media occurs with time and Company assumes no liability for such deterioration. 7.4 Claims by Client for loss, damage or destruction must be presented in writing to Company within sixty (60) days of the date on which Client is notified or learns of the loss, damage or destruction to part or all of the Stored Material has occurred. 7.5 No action, suit or proceeding may be brought or maintained by Client or any other third party against Company for loss, damage or destruction of the Stored Material, unless a timely written claim has been given as provided in Section 7.4 of this agreement. 7.6 When services pertaining to the Stored Material are requested by Client, a reasonable time shall be given to Company to complete said services and, if Company is unable to perform the requested service (or to provide any other service herein contemplated) because of force majeure, acts of God or because of loss or destruction which the Company is not liable, or because of any other excuse provided by law, the company shall not be liable for failure to carry out such instructions or services. 8. TERM-The term of this agreement shall commence on the date of Client’s signature and will continue for one year, with automatic renewals for successive one-year terms, unless written notice of non-renewal is delivered by either party to the other at least thirty days before the expiration date of the then current term. 9. DEFAULT 9.1 The occurrence of any one of more of the following events shall constitute a default of this agreement (“Events of Default”): a. failure to pay any sum due hereunder; or b. breach of any provision of this agreement; or c. Client or Company becomes insolvent or files, or has filed against it, any proceeding in federal or state court seeking debtor relief. 9.2 Upon the occurrence of any Event of Default by Client, Company, and its sole option, may exercise any or all of the following remedies without terminating Client’s obligations under this agreement: a. demand in writing that Client pick up the Stored Material; b. deliver the Stored Material to the Client. c. upon thirty (30) days advance written notice to Client, destroy the Stored Material, the cost of which shall be billed to Client. Client acknowledges that since the Stored Material has little or no market value, sale of the Stored Material would be impossible, and destruction is the only way for the Company to mitigate its damages. d. terminate this agreement, whereupon Company, shall recover all damages suffered by reason of such Event of Default. DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 9 Upon the occurrence of any Event of Default by Company, Client may exercise any rights and remedies that it may have against Company at law in equity. 9.3 After any Event of Default, Client shall continue to pay all sums due hereunder up to and including, if applicable, the date of delivery of the Stored Material as provided in 9.2(b) above. In the event Company takes any action pursuant to this section in a commercially reasonable manner, it shall have no liability to Client or anyone claiming through Client. The exercise by Company of any one or more of the remedies provided in this agreement shall not prevent the exercise by Company of any of the other remedies herein provided. All remedies provided for in this agreement are cumulative and may, at the election of Company, be exercised alternatively, successively or in any other manner and are in addition to any of the rights provided by law. Company shall be entitled to include all reasonable attorneys’ fees and costs incurred in connection with the enforcement of this agreement. 10. DESTRUCTION OF RECORDS-Upon written instruction from Client’s Authorized Representative or Client’s Secondary Authorized Representative, Company shall destroy the Stored Material. The Client releases the Company from all liability by reason of the destruction of Stored Material pursuant to such written instruction. The Company may also destroy the Stored Materials in accordance with Section 9.2 (c) of this agreement. 11. TITLE WARRANTY-Client warrants that it is the owner or legal custodian of the Stored Material and has full authority to store the Stored Materials in accordance with the terms of this agreement. 12. INDEMNIFICATION-Company shall not be liable to Client or to Client’s customers, employees, agents, guests or invitees, or to any other person whomever, for any injury to persons or damage to property, including, but not limited to consequential damages, (1) caused by any act or omission of Client, its customers, employees, agents, guests or invitees, licensees and concessionaires, or of any other person claiming through Client, or (2) arising out of any breach or default by Client in the performance of its obligations hereunder. Each party hereby agrees to indemnify the other party and hold it harmless from any liability, loss, expense or claim (including, but not limited to reasonable attorney’s fees) arising out of such damage or injury caused by an act or omission of such party. Nor shall either party be liable to the other for any loss or damage that may be occasioned by or through the acts of omissions of others persons whomsoever, excepting only duly authorized employees and agents of a party acting within the scope of their authority. Unless caused by the negligence, of the other party, each party agrees to fully indemnify and hold harmless the other, its officers, employees and agents for any liability, cost or expense, including reasonable attorneys’ fees, that a party may suffer or incur as a result of claims, demands, costs or judgments against it arising out of its relationship with the other party. 13. RULES 13.1 Client shall not, at any time, store with Company any narcotics, Hazardous Materials as hereinafter defined, or materials otherwise considered to be highly flammable, explosive, toxic, radioactive or which may attract vermin or insects, or any other materials which are otherwise illegal, dangerous and unsafe to store or handle. Company reserves the right to open and inspect the Stored Materials tendered for storage restrictions and guidelines. For purposes of this agreement, the term “Hazardous Materials” shall mean and refer to any wastes, materials, or other substances of any kind or character that are or become regulated as hazardous or toxic waste or substances, or which require special handling or treatment, under any local, state or federal law, rule, regulation or order. 14. CONFIDENTIALITY-Company acknowledges that the Stored Materials may contain confidential information. Company specifically agrees that it will release the Stored Material only to Client, except as provided below. In the event that Company receives a request to disclose all or any part of the Stored Materials under the terms of a subpoena or order issued by a court or by a governmental body, Company agrees: DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 10 a. to notify Client immediately in writing of the existence, terms, and circumstances surrounding such request; and b. provide Client thirty (30) days prior notice before furnishing the stored material to enable Client an opportunity to challenge the subpoena or court order, and to furnish only such portion of the Stored Material as it is legally compelled to disclose. 15. NOTICES-All notices under this agreement shall be in writing. Unless delivered personally, all notices shall be addressed to the appropriate addresses noted herein, or as otherwise designated in writing. Notices shall be deemed to have been delivered five (5) days after being deposited in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the parties at the respective addresses set forth on page one, or to such other addresses as the parties may have designated by written notice to each other. 16. MISCELLANEOUS-All schedules, if any, attached hereto are hereby incorporated by reference and made a part hereof. The term “agreement” as used herein shall be deemed to include all such schedules. All words and phrases in this agreement shall be construed to include the singular or plural number, and the masculine, feminine or neuter gender, as the context requires. This agreement (together with any schedules attached and documents incorporated herein) constitutes the entire agreement between the parties, oral or written between the parties. This agreement may not be assigned by Client without the consent of Company. No modification of this agreement, except changes to Company’s rate schedule, as provided for herein, shall be binding unless in writing, attached hereto, and signed by the party against which it is sought to be enforced. No waiver of any right or remedy shall be effective unless in writing and nevertheless, shall not operate as a waiver of any other right or remedy on a future occasion. Every provision of this agreement is intended to be severable. If any term or provision is illegal, invalid or unenforceable, there shall be added automatically as part of this agreement, a provision as similar in terms as necessary to render such provision legal, valid and enforceable. This agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. Client agrees that any action or proceeding arising out of or related in any way to this agreement shall be brought solely in a Court of competent jurisdiction sitting in Pittsboro, Chatham County, North Carolina. Company and Client hereby irrevocably and unconditionally consent to the jurisdiction of such court and hereby irrevocably and unconditionally waive any defense of an inconvenient forum to the maintenance of any action or proceeding in such court, any objection to venue with respect to any such action or proceeding and any right of jurisdiction on account of the place of residence or domicile of any party thereto. Nothing in this agreement shall be deemed or construed to constitute or create a partnership, association, joint venture, or agency between the parties hereto. Each party to this agreement has the right to terminate the same upon 30 days notice. 17. HIPAA. The Parties hereby agree to the terms and conditions of the Business Associate agreement, attached as Exhibit A and fully incorporated herein. Medicare Access to Records. Each party shall keep, and allow the other party reasonable access to, full and accurate books and records of all services rendered hereunder. Further, to the extent required by Section 1395x(v)(1)(I) of Title 42 of the United States Code, until the expiration of four years after the termination of this agreement, Company shall, upon written request, make available to the Secretary of the United States Department of Health and Human Services, or to the Comptroller General of the United States General Accounting Office, or to any of their duly authorized representatives, a copy of this agreement and such books, documents, and records as are necessary to certify the nature and extent of the costs of the services Company provided under this agreement. CLIENT STARPOINT GLOBAL SERVICES Name:___________________________ Name: Claiborne Brinkley Signature:________________________ Signature:________________________ Title: ____________________________ Title: SVP Date:____________________________ Date:____________________________ DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 11 Exhibit A BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (“Agreement”) is by and between Orange County Asset Management (“Covered Entity“) and Starpoint Global Services (“Business Associate”). RECITALS WHEREAS, Covered Entity has engaged Business Associate to perform services or provide goods, or both; WHEREAS, Covered Entity possesses Individually Identifiable Health Information that is protected under HIPAA and the HIPAA Regulations, and is permitted to use or disclose such information only in accordance with HIPAA and the HIPAA Regulations; WHEREAS, Business Associate may receive such information from Covered Entity, or create and receive such information on behalf of Covered Entity, in order to perform certain of the services or provide certain of the goods, or both; and WHEREAS, Covered Entity wishes to ensure that Business Associate will appropriately safeguard Individual Identifiably Health Information; NOW THEREFORE, Covered Entity and Business Associate agree as follows: 1. Definitions. The parties agree that the following terms, when used in this Agreement, shall have the following meanings, provided that the terms set forth below shall be deemed to be modified to reflect any changes made to such terms from time to time as defined in HIPAA and the HIPAA Regulations. a. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191. b. “HIPAA Regulations” means the regulations promulgated under HIPAA by the United States Department of Health and Human Services, including, but not limited to, 45 C.F.R. Part 160 and 45 C.F.R. Part 164 subparts A and E (“The Privacy Rule”) and the Security Standards as they may be amended from time to time, 45 C.F.R. Parts 160, 162 and 164, Subpart C (“The Security Rule”). c. “Business Associate” means, with respect to a Covered Entity, a person who: (1) on behalf of such Covered Entity or of an organized health care arrangement (as defined under the HIPAA Regulations) in which the Covered Entity participates, but other than in the capacity of a member of the workplace of such Covered Entity or arrangement, performs, or assists in the performance of: a) a function or activity involving the use or disclosure of Individually Identifiable Health Information, including claims processing or administration, data analysis, processing or administration, utilization review, quality assurance, billing, benefit management, practice management, and repricing; or b) any other function or activity regulated by the HIPAA Regulations; or (2) provides, other than in the capacity of a member of the workforce of such Covered Entity, legal, actuarial, accounting, consulting, Data Aggregation, management, administrative, DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 12 accreditation, or financial services to or for such Covered Entity, or to or for and organized health care arrangement in which the Covered Entity participates, where the provision of the service involves the disclosure of Individually Identifiable Health Information from such Covered Entity or arrangement, or from another Business Associate of such Covered Entity or arrangement, to the person. d. “Individually Identifiable Health Information” means information that is a subset of health information, including demographic information collected from an individual, and; (1) is created or received by a health care provider, health plan, employer, or health care clearinghouse; and (2) relates to past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and a) that identifies the individual; or b) with respect to which there is a reasonable cause to believe the information can be used to identify the individual. e. “Protected Health Information” or “PHI” means Individually Identifiable Health Information that is transmitted by electronic media; maintained in any medium described in the definition of the term electronic media in the HIPAA Regulations; or transmitted or maintained in any other form or medium. Protected Health Information excludes Individually Identifiable Health Information in educational records covered by the Family Educational Right and Privacy Act, as amended, 20 U.S.C. § 1232g, and records described at 20 U.S.C. § 1232g(a)(4)(B)(iv). f. “Data Aggregation” means, with respect to PHI created or received by a Business Associate in its capacity as the Business Associate of a Covered Entity, the combining of such PHI by the Business Associate with the PHI received by the Business Associate in its capacity as a Business Associate of another covered entity, to permit data analyses that relate to the health care operations of the respective covered entities. 2. Status of Parties. Business Associate hereby acknowledges and agrees the Covered Entity is a covered entity as defined under the HIPAA Regulations and that Business Associate is a business associate as defined under the HIPAA Regulations. 3. Permitted Uses and Disclosures. a. Performance of Services. Business Associate may use and disclose PHI received from, or created or received on behalf of, Covered Entity only in connection with the performance of the services contracted for in the agreement between Business Associate and Covered Entity dated _________________ (“the Underlying Agreement”). b. Proper Management and Administration. Business Associate may use PHI received by Business Associate in its capacity as Business Associate of Covered Entity for the proper management and administration of Business Associate in connection with the performance of services in the Underlying Agreement and as permitted by this Agreement. Business Associate may disclose Covered Entity’s PHI for such proper management and administration of Business Associate only with the prior consent of Covered Entity. Any such disclosure of PHI shall only be made if a Business Associate obtains reasonable assurances from the person to whom the PHI is disclosed that: (1) the PHI will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and (2) Business Associate will be notified by such person of any instances of which it becomes aware in which the confidentiality of the PHI has been breached. DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 13 c. Data Aggregation. Business Associate may use and disclose PHI received by Business Associate in its capacity as Business Associate of Covered Entity to provide Data Aggregation services relating to the health care operations of Covered Entity only with permission of the Covered Entity. 4. Nondisclosure. a. As Provided in Agreement. Business Associate shall not use or further disclose Covered Entity’s PHI otherwise than as permitted or required by this Agreement. b. Disclosures Required By Law. Business Associate shall not, without prior written consent of Covered Entity, disclose any PHI on the chance that such disclosure is required by law without notifying Covered Entity so that the Covered Entity shall have an opportunity to object to the disclosure and to seek appropriate relief. If Covered Entity objects to such a disclosure, Business Associate shall refrain from disclosing the PHI until Covered Entity has exhausted all alternatives for relief. Business Associate shall require reasonable assurances from persons receiving PHI in accordance with Section 3b that such persons will provide Covered Entity with similar notice and opportunity to object before disclosing PHI on the chance that such disclosure is required by law. c. Additional Restrictions. If Covered Entity notifies Business Associate that Covered Entity has agreed to be bound by additional restrictions on the uses or disclosures of Covered Entity’s PHI pursuant to HIPAA or the HIPAA Regulations, Business Associate shall be bound by such additional restrictions and shall not disclose Covered Entity’s PHI in violation of such additional restrictions. 5. Safeguards, Reporting, Mitigation and Enforcement. a. Safeguards. Business Associate shall maintain a comprehensive written information privacy and security program that includes administrative, technical and physical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of any electronic PHI it creates, receives, maintains or transmits on behalf of Covered Entity. In addition to any safeguards specifically set forth in this Agreement, Business Associate shall use any and all appropriate safeguards to prevent use or disclosure of Covered Entity’s PHI otherwise than as provided by this Agreement. b. Business Associate’s Agents. Business Associate shall not disclose PHI to any agent or subcontractor except with the prior written consent of Covered Entity. Business Associate shall ensure that any agents, including subcontractors, to whom it provides PHI received from, or created or received by Business Associate on behalf of, Business Associate agree in writing to be bound by the same restrictions and conditions that apply to Business Associate with respect to such PHI including appropriate safeguards. Business Associate shall be fully liable to Covered Entity for any acts, failures or omissions of the Agent in providing the services as if they were the Business Associate’s own acts, failures or omissions, to the extent permitted by law. c. Reporting. Business Associate shall report to Covered Entity within twenty-four (24) hours any use or disclosure of Covered Entity’s PHI in violation of this Agreement or applicable law of which it becomes aware. d. Mitigation. Business Associate shall have procedures in place to mitigate, to the maximum extent practicable, any deleterious effect from any use or disclosure of Covered Entity’s PHI in violation of this Agreement or applicable law. e. Sanctions. Business Associate shall have and apply appropriate sanctions against any employee, subcontractor or agent who uses or discloses Covered Entity’s PHI in violation of the Agreement or applicable law. f. Covered Entity’s Rights of Access and Inspection. From time to time upon reasonable notice, or upon a reasonable determination by Covered Entity that Business Associate has breached this Agreement, Covered Entity may inspect the facilities, systems, books and records of Business Associate to DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 14 monitor compliance with this Agreement. The fact that Covered Entity inspects, or fails to inspect, or has the right to inspect, Business Associate’s facilities, systems and procedures does not relieve Business Associate of its responsibility to comply with this Agreement, nor does Covered Entity’s (1) failure to detect or (2) detection, but failure to notify Business Associate or require Business Associate’s remediation of any unsatisfactory practices, constitute acceptance of such practice or a waiver of Covered Entity’s enforcement or termination rights under this Agreement. This Section 5f shall survive termination of the Agreement. g. United States Department of Health and Human Services. Business Associate shall make its internal practices, books and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity, available to the Secretary of the United States Department of Health and Human Services for purposes of determining Covered Entity’s compliance with HIPAA and the HIPAA regulations, provided that Business Associate shall immediately notify Covered Entity upon receipt by Business Associate of any such request for access by the Secretary of the Unites States Department of Health and Human Services, and shall provide Covered Entity with a copy thereof as well as a copy of all materials disclosed pursuant thereto. 6. Obligation to Provide Access, Amendment and Accounting of PHI. a. Access to PHI. Business Associate shall make available to Covered Entity, in the time and manner designated by the Covered Entity, such information as Covered Entity may require to fulfill Covered Entity’s obligations to provide access to, and copies of, PHI in accordance with HIPAA and the HIPAA Regulations. b. Amendment of PHI. Business Associate shall make available to Covered Entity such information as Covered Entity may require to fulfill Covered Entity’s obligations to amend PHI in accordance with HIPAA and the HIPAA Regulations. In addition, Business Associate shall, as directed by Covered Entity, incorporate any amendments to Covered Entity’s PHI into copies of such information maintained by Business Associate. c. Accounting of Disclosures of PHI. Within twenty (20) days from the time of request by Covered Entity, Business Associate shall make available to Covered Entity such information as Covered Entity may require to fulfill Covered Entity’s obligations to provide an accounting of disclosures with respect to PHI in accordance with HIPAA and the HIPAA Regulations. (1) Record of Disclosures. Business Associate shall maintain a record of all disclosures of PHI received from, or created or received by Business Associate on behalf of, Covered Entity including the date of the disclosure, the name and, if known, the address of the recipient of the PHI, a brief description of the PHI disclosed, and the purpose of the disclosure which includes an explanation of the reason for such disclosure. Business Associate shall make this record available to Covered Entity upon Covered Entity’s request. (2) Certain Disclosures Need Not Be Recorded. The following disclosures need not be recorded: a) disclosures to carry out Covered Entity’s treatment, payment and health care operations as defined under the HIPAA Regulations; b) disclosures to individuals of PHI about them as provided by the HIPAA Regulations; c) disclosures for Covered Entity’s facility’s directory, to persons involved in the individual’s care, or for other notification purposes as provided by the HIPAA Regulations; DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 15 d) disclosures for national security or intelligence purposes as provided by the HIPAA Regulations; e) disclosures to correctional institutions or law enforcement officials as provided by the HIPAA Regulations; f) disclosures that occurred prior to the later of (i) the effective date of this Agreement or (ii) the date that Covered Entity is required to comply with HIPAA and the HIPAA Regulations. g) disclosures pursuant to an individual’s authorization in accordance with HIPAA and the HIPAA Regulations. d. Forwarding Requests From Individual. In the event that any individual requests access to, amendment of, or accounting of PHI directly from Business Associate, Business Associate shall within two (2) days forward such request to Covered Entity. Covered Entity shall have the responsibility of responding to forwarded requests. However, if forwarding the individual’s request to Covered Entity would cause Covered Entity or Business Associate to violate HIPAA or the HIPAA Regulations, Business Associate shall instead respond to the individual’s request as required by such law and notify Covered Entity of such response as soon as practicable. 7. Material Breach, Enforcement and Termination. a. Term. This Agreement shall be effective as of the later of __________________ or the effective date of the Underlying Agreement, __________________, and shall continue unless or until the Agreement is terminated in accordance with the provisions of this Agreement or the Underlying Agreement terminates. b. Termination. Covered Entity may terminate this Agreement: (1) immediately if Business Associate is named as a defendant in a criminal proceeding for a violation of HIPAA or the HIPAA Regulations; (2) immediately if a finding or stipulation that Business Associate has violated any standard or requirement of HIPAA or other security or privacy laws is made in any administrative or civil proceeding in which Business Associate has been joined; or (3) pursuant to Sections 7c or 8b of this Agreement. c. Remedies. If Covered Entity determines that Business Associate has breached or violated a material term of this Agreement, Covered Entity may, at its option, pursue any and all of the following remedies: (1) Exercise any of its rights of access and inspection under this Agreement; (2) Take any other reasonable steps that Covered Entity, in its sole discretion, shall deem necessary to cure such breach or end such violation; or (3) Terminate this Agreement and the Underlying Agreement immediately. d. Knowledge of Non-Compliance. Any non-compliance by Business Associate with this Agreement or with HIPAA or the HIPAA Regulations will automatically be considered a breach or violation of a material term of this Agreement if Business Associate knew or reasonably should have known of such non-compliance and failed to immediately take reasonable steps to cure the non-compliance. DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 16 e. Reporting to United States Department of Health and Human Services. If Covered Entity’s efforts to cure any breach or end any violation are unsuccessful, and if termination of this Agreement is not feasible, Covered Entity shall report Business Associate’s breach or violation to the Secretary of the United States Department of Health and Human Services, and Business Associate agrees that it shall not have or make any claim(s), whether at law, in equity, or under this Agreement, against Covered Entity with respect to such report(s). f. Injunctions. Covered Entity and Business Associate agree that any violation of the provisions of this Agreement may cause irreparable harm to Covered Entity. Accordingly, in addition to any other remedies available to Covered Entity at law or in equity, Covered Entity shall be entitled to an injunction or other decree of specific performance with respect to any violation of this Agreement or explicit threat thereof, without any bond or other security being required and without the necessity of demonstrating actual damages. g. Indemnification. Business Associate shall indemnify, hold harmless and defend Covered Entity from and against any and all claims, losses, liabilities, costs and other expenses resulting from, or relating to, the acts or omissions of Business Associate in connection with the representations, duties, and obligations of Business Associate under this Agreement. 8. Miscellaneous Terms. a. State Law. Nothing in this Agreement shall be construed to require Business Associate to use or disclose PHI without written authorization from an individual who is a subject of the PHI, or written authorization from any other person, where such authorization would be required under state law for such use or disclosure. b. Amendment. Covered Entity and Business Associate agree that amendment of this Agreement may be required to ensure that Covered Entity and Business Associate comply with changes in state and federal laws and regulations relating to the privacy, security and confidentiality of PHI. Covered Entity may terminate this Agreement upon thirty (30) days written notice in the event that Business Associate does not promptly enter into an amendment that Covered Entity, in its sole discretion, deems sufficient to ensure that Covered Entity will be able to comply with such laws and regulations. c. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended or shall be deemed to confer upon any person other than Covered Entity, Business Associate, and their respective successors and assigns, any rights, obligations, remedies or liabilities. d. Ambiguities. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with applicable law protecting the privacy, security and confidentiality of PHI, including, but not limited to, HIPAA and the HIPAA Regulations. e. Primacy. To the extent that any provision of this Agreement conflict with the provisions of any other agreement or understanding between the parties, this Agreement shall control. f. Destruction/Return of PHI. Business Associate agrees that, pursuant to 45 C.F.R. § 164.504 (e) (2) (1), upon termination of this Agreement or the Underlying Agreement, for whatever reason, (1) it will return or destroy all PHI, if feasible, received from or created or received by it on behalf of Covered Entity which Business Associate maintains in any form, and retain no copies of such information which for purposes of this Agreement shall mean all backup tapes. Prior to doing so, Business Associate further agrees to recover any PHI in the possession of its subcontractors or agents. An authorized representative of Business Associate shall certify in writing to Covered Entity, within five (5) days from the date of termination or other expiration of the Underlying Agreement, that all PHI has been returned or disposed of as provided above and that Business Associate or its subcontractors or agents no longer retain any such PHI in any form. DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 17 (2) If it is not feasible for Business Associate to return or destroy said PHI, Business Associate will notify the Covered Entity in writing. The notification shall include: a) a statement that the Business Associate has determined that it is infeasible to return or destroy the PHI in its possession, and (ii) the specific reasons for such determination. b) extend any and all protections, limitations and restrictions contained in this Agreement to Business Associate’s use and/or disclosure of any PHI retained after the termination of this Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the PHI infeasible. c) If it is infeasible for Business Associate to obtain, from a subcontractor or agent any PHI in the possession of the subcontractor or agent, Business Associate must provide a written explanation to Covered Entity and require the subcontractors and agents to agree to extend any and all protections, limitations and restrictions contained in this Agreement to the subcontractors’ and/or agents’ use and/or disclosure of any PHI retained after the termination of this Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the PHI infeasible. g. Minimum Necessary. Business Associate will disclose to its subcontractors, agents or other third parties, and request from Covered Entity, only the minimum PHI necessary to perform or fulfill a specific function required or permitted hereunder. h. Notices. Any notices to be given hereunder to a Party shall be made via U.S. Mail or express courier to such Party’s address given below, and/or (other than for the delivery of fees) via facsimile to the facsimile telephone numbers listed below. To Covered Entity: Orange County Asset Management Attention: Allison Cooper Fax: To Business Associate: Starpoint Global Services PO Box 845 Siler City, NC 27344 Attention: Claiborne Brinkley Fax: 919-942-1400 Each Party named above may change its address and that of its representative for notice by the giving of notice thereof in the manner herein above provided. DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 18 SCHEDULE A Starpoint Global Services Price list as of January 1, 2019 Records Management Monthly Storage Charges (Minimum Storage Billing: $60.00) Secured Box Storage per cu ft /mo $ 0.275 / cubic foot Secured Box Storage (1.2 cu.ft.) /mo $ 0.33 each unit Secured Box Storage (2.4 cu.ft.) /mo $ 0.60 each unit Secured Bankers (check) Box /mo $ 0.28 each unit Secured X-ray/File Storage /mo $ 0.05 each unit Generation of Inventory New Box Input $ 1.50 each unit New File Input $ 0.75 each unit X-ray $ 0.75 each unit Retrieval Box $ 2.75 each unit File/Interfile $ 2.75 each unit X-ray $ 2.75 each unit Re-file Box $ 2.75 each unit File/Interfile $ 2.75 each unit X-ray $ 2.75 each unit Delivery & Pick Up Boxes/Files $ 1.95 each unit Dock staging $1.75 each unit Pick Up/Delivery (within 30 miles – includes first unit) $ 15.50 per trip Pick Up/Delivery (over 30 miles – includes first unit) $ 40.00 per trip Rush Trip Charge (after 11AM, before 5PM ) $ 47.50 per trip Rush Trip Charge (all other hours, weekends, holidays) $ 85.00 per trip X-ray Digitization $ 3.50 per film Permanent Removal Box/File (payable in advance) $ 4.95 each unit X-ray $ 0.60 each unit Secured and Certified Destruction Box/File $ 0.16 per lbs X-ray $ 0.00 per lbs Certificate of Destruction No Charge x Other Services Software Support $160 per hour Storage Box and Lid $ 2.75 each Priority Search, Box/File $ 25.00 per search Priority Dock Access (access within 2 hours, or same day after 11:00 AM) $ 9.00 per event Dock Access Box/File $1.75 each Photo Copies $ 0.40 per page DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 19 Mail/FedEx Service Actual plus 20% Labor/ Man-hour $ 45.00 per hour Facsimile $ 0.40 per page Reports No Charge DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 20 Media and Vital Records Management Monthly Storage Charges (in vault) (Minimum Storage Billing: $40.00) Tape Reel (In Racks) $ 0.42 each unit Tape Cartridge $ 0.29 each unit CD-ROM $ 0.29 each unit 0.75 cu. ft. turtle”) $ 3.10 each unit Container: (1.2 cu.ft.) $ 4.15 each unit x Generation of Inventory New Tape/CD Input $ 1.50 each unit Retrieval Reel/Cartridge/CD-ROM $ 1.75 each unit Container $ 1.75 each unit Refile Reel/Cartridge/CD-ROM $ 1.75 each unit Container $ 1.75 each unit Delivery & Pick up Reel/Cartridge/CD-ROM/Container $ 1.25 each unit Pick Up/Delivery (within 30 miles – includes first unit) $ 12.50 per trip Pick Up/Delivery (over 30 miles – includes first unit) $ 30.00 per trip Rush Trip Charge (after 11AM, before 5PM ) $ 37.50 per trip Rush Trip Charge (all other hours, weekends, holidays) $ 75.00 per trip Permanent Removal Reel/Cartridge/CD-ROM/Container $ 3.95 each unit (payable in advance) Other Services Mail/FedEx Actual plus 20% Priority Search $ 19.00 per search Priority Dock Access (access within 2 hours, or same day after 11:00 AM) $ 6.00 per event Dock Access $1.50 each Labor/ Man-hour for inventory & repacking $ 39.00 per hour Reports No Charge DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 21 Document Imaging Suggested pricing only, actual may vary based upon sample Imaging Project Admin, Preparation & Set-up fee $ 300.00 Project Admin, Preparation & Set-up fee w/ PaperVision $ 350.00 Project Admin, Preparation & Set-up fee w/ ImageSilo $ 350.00 Document Scanning** 8.5 x 11 $ 0.08 per image 8.5 x 14 $ 0.08 per image 11 x 17 $ 0.15 per image Large Format $ 1.30 per image **Prep & indexing $ 39.00 per hour PaperVision Enterprise Software 1-9 seats $ 1500 per seat 10-99 seats $ 1200 per seat 99+ $ 1000 per seat Annual maintenance $ 300 per seat PaperVision Xpress Software $ 750 per seat Annual maintenance $ 250 per seat Starpoint Silo Web Retrieval Monthly storage Charge $ 50.00 per 1 GB Software Support $ 140.00 per hour Site visit $ 250.00 minimum Support call No Charge Destruction Services Confidential Pickup and Destruction $ 40.00 / bin / visit* *Once a week service minimum/console supplied during term of service Confidential Console Purchase $ 150.00 each Box/File/Paper $ 0.16 per lbs Other Storage Other Storage / Floor Space/month $ 2.75 per sq. ft. Please note that these prices are subject to change depending on volume of storage Exhibit B DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 22 Authority For Access This shall be considered authorization for the following named individuals to have access to the contents held in the account of: Client Name:___________________________________________________________ Client Account No. __________________ Department ________________________________ Sub Department _______________________________________________ Client Address: _______________________________________City: _________________State: ____ Zip Code: _____________ at Starpoint Global Services. These same individuals shall be considered having authority to order any and all disposition of the contents of this account by personal access, telephone, facsimile, email or written request until further written notice. ADD THE FOLLOWING: __________________________ ___________________ __________________________ (Printed First Name) (Printed Last Name) (Optional Password, 8 characters) (Signature) __________________________ ___________________ __________________________ (Printed First Name) (Printed Last Name) (Optional Password, 8 characters) (Signature) __________________________ ___________________ __________________________ (Printed First Name) (Printed Last Name) (Optional Password, 8 characters) (Signature) __________________________ ___________________ __________________________ (Printed First Name) (Printed Last Name) (Optional Password, 8 characters) (Signature) __________________________ ___________________ __________________________ (Printed First Name) (Printed Last Name) (Optional Password, 8 characters) (Signature) __________________________ ___________________ __________________________ (Printed First Name) (Printed Last Name) (Optional Password, 8 characters) (Signature) __________________________ ___________________ __________________________ (Printed First Name) (Printed Last Name) (Optional Password, 8 characters) (Signature) VOID THE FOLLOWING: _________________________________________________ _____________________________________________________ (Printed First and Last Name) (Printed First and Last Name) _________________________________________________ _____________________________________________________ (Printed First and Last Name) (Printed First and Last Name _________________________________________________ _____________________________________________________ (Printed First and Last Name) (Printed First and Last Name _________________________________________________ _____________________________________________________ (Printed First and Last Name) (Printed First and Last Name Authorized By: ____________________ _________________________ ______________ ____________ (Print Name) (Signature) (Title) (Date) This document is confidential and contains the names of those individuals who are authorized to access any and all records stored at Starpoint Global Services. This information is intended only for the use of those individuals. Do not copy or distribute. To maintain security of your records please notify us immediately of any and all changes using this form. Changes become effective 24 hours after receipt of Original Copy. Fax and photocopies cannot be accepted. THIS AUTHORIZATION MUST BE SIGNED BY AN OFFICER OR AUTHORIZED MANAGER OF THE COMPANY DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C 11/06/2019 Winters-Oliver Insurance Agency, Inc. P.O. Box 278 Mechanicsville VA 23111 Tammy Sandoval (804) 746-5178 (804) 746-3933 tsandoval@woinsure.com STARPOINT INC., DBA STARPOINT GLOBAL SERVICES PO BOX 845 SILER CITY NC 27344-0845 Selective Insurance Company R-T Specialty, LLC; Underwriters at Lloyd's CL1921515025 A S 2342289 04/06/2019 04/06/2020 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 A S 2342289 04/06/2019 04/06/2020 1,000,000 Uninsured motorist combined single limit 1,000,000 A S 2342289 04/06/2019 04/06/2020 5,000,000 5,000,000 A Y WC 9042426 04/06/2019 04/06/2020 1,000,000 1,000,000 1,000,000 B Network Security/Privacy Liability MPL4059470.19 02/12/2019 02/12/2020 Each Claim or Event $3,000,000 Aggregate $3,000,000 Orange County PO Box 8181 Hillsborough NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 2A625151-A0A5-4550-AF52-91CBC3DDBC3C