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2021-410-E-Stratus Video-Video remote intertation
Revised 6/21 1 [Departmental Use Only] TITLE Stratus Video VRI FY 2021-2022 NORTH CAROLINA STRATUS SERVICES AGREEMENT UNDER $90,000.00 - NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this first day of July, 2021, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Stratus Video, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Video remote interpreting services. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D Revised 6/21 2 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Video remote interpreting services for American Sign Language (ASL) and selected spoken languages through the use of Stratus' on demand interpreter software as described in the attached Exhibit A to Attachment A, "Stratus Video Pricing". 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2021 to July 30, 2022. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D Revised 6/21 3 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2021. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed Ten Thousand Dollars ($10,000). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should 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. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Carla Julian) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by 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.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of Cyber Liability (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 DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D Revised 6/21 4 Manager. 8. Indemnity a. 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. County acknowledges that it, and not Provider, 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 the County (or its physicians, employee, independent contractors, etc.). 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination. 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, to the extent allowed by North Carolina law, 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 the Provider all Provider-owned equipment. b. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D Revised 6/21 5 c. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. d. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limited Warranty: Stratus warrants that it will perform the Services in a professional manner consistent with industry standards. Except for the express warranties provided in this Agreement and to the extent allowed by applicable law, Stratus makes no other representation, warranty, or guarantee, express or implied, of any kind, and Stratus specifically disclaims any warranty or conditio n of merchantability or fitness for a particular purpose. b. Limitation of Liability: County 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 and to the extent allowed by North Carolina law, 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 County 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. c. Equipment Warranty: The warranty provided to Customer by Stratus with respect to the Equipment is set forth in Exhibit “B” of Attachment A. The warranty period shall commence upon Acceptance of the Equipment. d. 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. e. Non-Performance: To the extent allowed by North Carolina law, 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 County of its obligation to make all payments then owing when due. DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D Revised 6/21 6 f. Priority: 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. g. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. h. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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. i. Non-Discrimination. 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 non-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 the Orange County Non-Discrimination Policy 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. j. 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. k. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. l. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D Revised 6/21 7 m. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. n. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. o. Signatures. 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. p. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention: Kimberlee Quatrone AMN Healthcare, P.O. Box 8181 17757 US Highway 19 N, Ste 160 Hillsborough, NC 27278 Attn: Stratus Video Clearwater, FL 33764 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D Revised 6/21 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ County Manager By: __________________________________ Jim Brown, VP Technology Sales Printed Name and Title DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D Revised 6/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Department Party/Vendor Name: Stratus Video, LLC Party/Vendor Contact Person: J. Scott Eudy Contact Phone: 727-754- 7313 Party/Vendor Address: 17757 US Highway 19N, Ste. 160 City Clearwater State: FL Zip: 33764 Department: Helath Amount: $10,000 Purpose: Video Remote Interpretation Budget Code(s): 10411020/10414020/10410120-630000 Vendor # 63572 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 7-1-21 Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifica tions, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts : Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D 7/19/2021 7/26/2021 7/26/2021 7/26/2021 7/26/2021 STRATUS VIDEO INTERPRETING SERVICES AFS – 6/22/2016 Confidential and Proprietary Page 1 of 3 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. Attachment A DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D AGREEMENT FOR SERVICES AFS - 6/22/2016 Confidential and Proprietary Page 2 of 3 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 VRI American Sign Language VRI Bundled: All VRI Languages Audio Only 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. Provide a connection to, and use of, Telelanguage, free of charge including entering Teleanguage’s number for automatic connection via Audio Only Button. DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D AGREEMENT FOR SERVICES AFS - 6/22/2016 Confidential and Proprietary Page 3 of 3 Exhibit B 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. DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D STRATUS VIDEO INTERPRETING SERVICES AFS – 6/22/2016 Confidential and Proprietary Page 1 of 2 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 application is Natively encrypted using WEBRTC to conform with HIPPA requirements. 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. DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D AGREEMENT FOR SERVICES AFS - 6/22/2016 Confidential and Proprietary Page 2 of 2 2) Privacy Rule. a) 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. FirewallFirewall DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D 1 October 2013 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (“Agreement”) is made effective the first day of July, 2020, 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. I. 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: Stratus Video VRI (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. DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D 2 October 2013 (c) Electronic Protected Health Information. Protected Health Information that is transmitted by or maintained in Electronic Media (as defined in the HIPAA Security and Privacy Rule). (d) Protected Health Information. “Protected Health Information” shall have the same meaning as the term in 45 CFR § 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity and includes without limitation “Electronic Protected Health Information.” Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entity’s behalf shall be subject to this Agreement. (e) Required by Law. “Required by Law” shall have the same meaning as the term in 45 CFR § 164.103. II. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE (a) Use and Disclosure. Business Associate agrees to fully comply with the requirements under the HIPAA 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 HIPAA Security and Privacy Rule, including, but not limited to, its policies, pr ocedures, 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 DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D 3 October 2013 Information by Business Associate in violation of the requirements of this Agreement, as well as to provide complete cooperation to Covered Entity should Covered Entity elect to review or investigate such noncompliance or Security Incident. Business Associate shall cooperate in Covered Entity’s breach analysis and/or risk assessment, if requested. Furthermore, Business Associate shall cooperate with Covered Entity in the event that Covered Entity determines that any third parties must be notified of a Breach, provided that Business Associate shall not provide any such notification except at the direction of Covered Entity. (f) Breach Reporting. Business Associate shall report in writing to Covered Entity’s Privacy Officer (see Exhibit A), any use or disclosure of Protected Health Information that is not in compliance with the terms of this Agreement, as well as any Security Incident and any actual or suspected Breach, of which it becomes aware, without unreasonable delay, and in no event later than forty-eight (48) hours of such discovery. For purposes of this Agreement, “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. Such notification shall contain the elements required by 45 C.F.R. § 164.410. (g) Compliance. To the extent applicable, Business Associate will comply with (i) Covered Entity’s Notice of Privacy Practices; (ii) any limitations to which Covered Entity has agreed in regard to an Individual’s permission to use or disclose his or her Protected Health Information; and (iii) any restrictions to the use or disclosure of Protected Health Information to which Covered Entity has agreed or is required to agree. (h) Government Access. Business Associate will make its internal practices, books and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the terms of the HIPAA Security and Privacy Rul e, and, at the request of the Secretary, will comply with any investigations and compliance reviews, permit access to information, and cooperate with any complaints, as Required by Law. Without unreasonable delay and, in any event, no more than 48 hours of receipt of the request or notification, Business Associate will notify Covered Entity in writing of any request by any governmental entity, or its designee, to review Business assessment of any kind. (i) Electronic Transactions. If Business Associate conducts any Standard Transactions for or on behalf of Covered Entity, Business Associate shall comply with the requirements under the Electronic Transaction Rule. (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 Assoc iate to the extent applicable under the Federal Trade Commission’s Red Flag Rules. (l) HITECH Compliance. Business Associate shall: A. Not receive, directly or indirectly, any impermissible remuneration in exchange for Protected Health Information or Electronic Protected Health Information, except as permitted by HITECH § 13405(d) or the HIPAA Regulations; DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D 4 October 2013 B. Comply with the marketing and other restrictions applicable to Business Associates contained in HITECH § 13406 and the HIPAA 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 HIPAA 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 HIPAA 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 HIPAA 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 admini stration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that if Business Associate discloses any Protected Health Information to a third party for such purpose, the Business Associate shall enter into a written agreement with such third party requiring the following: A. Disclosure only as Required by Law; or B. Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality, integrity, and or availability of the Protected Health Information has been breached immediately upon becoming aware. (d) Business Associate may provide data aggregation services relating to the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship as permitted by 45 CFR § 164.504(e)(2)(i)(B). (e) Other Uses Strictly Limited. Nothing in this Agreement shall permit the Business Associate to share Protected Health Information with Business Associate’s affiliates or contractors except DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D 5 October 2013 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. DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D 6 October 2013 (c) Notice of Restriction in Individual’s Access to Protected Health Information. Covered Entity shall notify Business Associate of any restrictions to the use or disclosure of Protected Health Information that Covered Entity has agreed in accordance with 45 CFR § 164.522 to the extent that such restriction may affect Business Associate’s use of Protected Health Information. 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 (i) the termination of all agreements between the parties, and (ii) the termination by Covered Entity for cause as provided herein. (b) Termination for Cause. Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the Service Agreement immediately if Covered Entity determines that Business Associate has or will violated any material term of this Agreement. Upon Covered Entity’s knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate this Agreement if Business Associate does not cure the breach or end the violation within the time period specified by Covered Entity. If termination, cure or end of the violation is not feasible, Covered Entity may report the violation to the Secretary. (c) Obligation of Business Associate Upon Termination. At termination of this Agreement, the Service Agreement (or any similar documentation of the business relationship of the Parties), or upon request of Covered Entity, whichever occurs first, Business Associate, shall: A. if feasible, return (in a manner or process approved by the Covered Entity) or destroy all Protected Health Information, regardless of form, including but not limited to paper or electronic format, received from Covered Entity, or created, maintained or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the Protected Health Information. This provision shall also apply to Protected Health Information and other confidential information in the possession of sub-contractors or agents of Business Associate. B. If such return or destruction is not feasible, Business Associate shall (i) retain only that Protected Health Information necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (ii) return or destroy the remaining Protected Health Information that the Business Associate still maintains in any form; (iii) extend the protections of this Agreement to the retained Protected Health Information; (iv) limit further uses and disclosures to those purposes that make the return or destruction of the Protected Health Information not feasible; and (v) return or destroy the retained Protected Health Information when it is no longer needed by Business Associate. (d) Survival. This paragraph shall survive the termination of this Agreement and shall apply to Protected Health Information created, maintained, or received by Business Associate and any of its subcontractors. VIII. MISCELLANEOUS DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D 7 October 2013 (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 agent s 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. DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D 8 October 2013 (i) Independent Contractor. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. This Agreement will be governed by the laws of the State of North Carolina. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. (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 Busi ness 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. (l) 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. AMN Healthcare, Inc. Attn: Business Officer 17757 US Highway 19 N, Suite 160 300 W. Tryon Street Attn: Stratus Video Hillsborough, NC 27278 Clearwater, FL 33764 (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 DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D 9 October 2013 with governmental units. E-Verify is a Federal program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes shall constitute breach of this Agreement. If applicable, by executing this Agreement, Business Associate affirms that they are in compliance with Article 3 of Chapter 64 if the North Carolina General Statutes. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: BUSINESS ASSOCIATE: By:_________________________________ By:___________________________________ Title:________________________________ Title:__________________________________ DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D VP Technology SalesOrange County Health Director 10 October 2013 EXHIBIT A COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION To report to Covered Entity any use or disclosure of Protected Health Information not in compliance with the terms of this Agreement that might be considered a privacy breach, Business Associate should contact the Privacy Officer at the applicable entity. To report to Covered Entity any Security Incident (as defined in the Agreement), Business Associate should contact Carla Julian (919) 245-2434, or the Security Officer at The Orange County Health Department. DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D 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) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1,000,000 114-66377 Manashi Mukherjee SEA-003743332-00 X N/A of Marsh Risk & Insurance Services SAN FRANCISCO, CA 94111 N 0 3,000,000 1,000,000 N/A X 06/24/2021 03/01/2021 X Hillsborough, NC 27278 Orange County A CN103083106-Stnd-GPL-21-22 5,000 1,000,000 19437 100,000 FOUR EMBARCADERO CENTER, SUITE 1100 MARSH RISK & INSURANCE SERVICES CALIFORNIA LICENSE NO. 0437153 12400 High Bluff Drive AMN Healthcare, Inc. San Diego, CA 92130-3077 PO BOX 8181 03/01/2022 Lexington Insurance Company DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: DBA: AMN Services of New Jersey Limited Liability Company�� AMN Staffing Services, LLC�� DBA: F/K/A Worldview Healthcare, Inc.�� AMN Vision Services, LLC�� DBA: Nursefinders of Verona�� DBA: Medical Express�� Avantas, LLC�� Club Staffing, LLC�� DBA: Advanced Medical Personnel Services LLC�� B.E. Smith International�� DBA: Nursefinders of Rhode Island, LLC�� 4 DBA: Nursefinders of Wisconsin, LLC�� DBA: Merritt, Hawkins and Associates of New York, LLC�� DBA: Nursefinders of Missouri, LLC�� DBA: RN Extend�� 2 AMN Services of New Hampshire, LLC�� AMN Healthcare, Inc. (AMN)�� San Francisco AMN Allied Services, LLC�� �� AMN Healthcare Services, Inc. (AHS)�� AMN Healthcare Allied, Inc.�� �� �� Full Named Insured Schedule: �� �� Certificate of Liability Insurance DBA: Rx Pro Health of Michigan, LLC�� B.E. Smith, Inc. of Kansas�� CN103083106 DBA: MTI Staffing�� AMN Services of Ohio, Inc.�� DBA: AMN Services of Arizona�� AMN Staffing Services of Alabama, LLC�� DBA: AMN Staffing Services of New Jersey�� AMN Staffing Services, LLC�� B.C.P., Inc. (divested 01/30/2012)�� AMN Workforce Solutions, LLC�� DBA: NurseChoice�� DBA: American Mobile Healthcare�� DBA: Advanced Medical Personnel Service, Inc.�� B.E. Smith, Inc.�� DBA: Nursefinders of New York, LLC�� DBA: Nursefinders of Arizona, LLC�� B4Health, LLC�� DBA: Procertify�� MARSH RISK & INSURANCE SERVICES DBA: Nursefinders of Alabama, LLC�� DBA: Preferred Healthcare Staffing�� 12400 High Bluff Drive��AMN Healthcare, Inc.�� �� San Diego,CA 92130-3077�� �� �� �� B.E. Smith Interim Services, Inc.�� DBA: Intech Staffing�� Club Staffing, LLC�� DBA: AMN Healthcare Recruitment Process Outsourcing�� 25 DBA: Nursefinders of Cherry Hill�� AMN Services, LLC�� DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Nursefinders Acquisitions, LLC�� Locum Leaders, LLC�� Nursefinders Restorative Care Services, Inc.�� Med Travelers, Inc. (MTI)�� Onward Healthcare Staffing�� Nursefinders, LLC�� Medefis, Inc.�� National Healthcare Staffing, LLC�� NF Holdings Corporation�� Merritt, Hawkins & Associates�� Onward Healthcare of New Jersey LLC�� 4 Onward Healthcare Staffing, LLC�� O' Grady-Peyton International (Australia) (Proprietary) Ltd.�� O' Grady-Peyton International Recruitment U.K. Ltd.�� Origin, Inc. DBA Shiftwise�� 3 Josem Holdings, Inc.�� Jim Kendall and Associates, LLC�� San Francisco FKA MedPartners HIM, LLC�� DBA: Worldview Healthcare, Inc�� Healthsource Global Staffing Corporation�� HealthSource Global Staffing�� DBA: Rx Pro Health of New Jersey Limited Liability Company�� �� DBA: Rx Pro Health of Tennessee, LLC�� DBA: Rx Pro Health of Pennsylvania, LLC�� Certificate of Liability Insurance Peak Government Services, LLC�� Merritt, Hawkins & Associates, Inc.�� CN103083106 O' Grady-Peyton International (Europe) Ltd.�� Kendall & Davis�� Nursefinders Acquisition Corporation�� Linde Healthcare Staffing, Inc.�� Nursefinders of Vermont, LLC�� M&E Affiliates, Inc. DBA: TVL Healthcare�� Medfinders�� Med Travelers, LLC�� O' Grady-Peyton International (India) Ltd.�� NF Investors, Inc.�� NF Acquisition Corporation�� Merritt, Hawkins & Associates of New Jersey, Limited Liability Company�� Onward Healthcare of Missouri, LLC�� O' Grady-Peyton International (USA), Inc. (OGP)�� MillicanSolutions�� Onward Healthcare, LLC�� MARSH RISK & INSURANCE SERVICES O' Grady-Peyton International (SA) (Proprietary) Ltd.�� Onward Healthcare, Inc.�� 12400 High Bluff Drive��AMN Healthcare, Inc.�� �� San Diego,CA 92130-3077�� �� �� �� Merritt Hawkins & Associates, LLC�� Nursefinders, Inc.�� MillicanSolutions, LLC�� NF Services, Inc.�� 25 O' Grady-Peyton International (USA), Inc. (Singapore Branch)�� Leaders for Today, LLC�� DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: �� Stratus Audio, Inc.�� �� Stratus Interpreting, LLC.�� �� �� Stratus Video, Inc.�� �� �� �� �� 4 �� �� �� �� 4 Rx ProHealth, LLC�� Rx ProHealth, Inc.�� San Francisco Radiologic Enterprises, Inc. DBA: Resources On Call, LLC�� Phillips DiPisa & Associates, LLC�� RN Demand, Inc. (RND)�� Resources On Call, LLC�� Peak Health Solutions, Inc. Of Louisiana�� �� Pharmacy Choice, LLC�� Pharmacy Choice, Inc.�� Certificate of Liability Insurance �� �� CN103083106 �� Shiftwise, Inc�� �� Staffco Holdings, Inc.�� �� Stratus InDemand, Inc.�� The First String Healthcare�� Stratus OPI, Inc.�� �� �� �� �� �� �� �� �� MARSH RISK & INSURANCE SERVICES �� �� 12400 High Bluff Drive��AMN Healthcare, Inc.�� �� San Diego,CA 92130-3077�� �� �� �� The MHA Group, Inc. (MHA Group)�� �� �� �� 25 �� Staff Care, Inc.�� DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D Holder Identifier : 7777777707070700077763616065553330763735764015474607762215770634132071660557146323320752405333247011007340055712674310073260355324501320770661511263213007324231152270130077727252025773110777777707000707007 6666666606060600062606466204446200620220406226002006220204062060000062200040620622020602200626224002006220004242240002062222240622420020600022406022262206202066220440062066646062240664440666666606000606006Certificate No : 570088033661 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 06/24/2021 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. PRODUCER Aon Risk Insurance Services West, Inc. San Francisco CA Office 425 Market Street Suite 2800 San Francisco CA 94105 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (415) 486-7000 INSURED 19437Lexington Insurance CompanyINSURER A: 11150Arch Insurance CompanyINSURER B: 30830Arch Indemnity Insurance CompanyINSURER C: 27960Illinois Union Insurance CompanyINSURER D: INSURER E: INSURER F: FAX (A/C. No.):(415) 486-7029 CONTACT NAME: AMN Healthcare, Inc. 12400 High Bluff Drive San Diego CA 92130-3077 USA COVERAGES CERTIFICATE NUMBER:570088033661 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.Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG GEN'L AGGREGATE LIMIT APPLIES PER: PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident)X X BODILY INJURY (Per accident) $1,000,000B09/01/2020 09/01/2021 COMBINED SINGLE LIMIT (Ea accident) 71CAB1006103 EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED UMBRELLA LIAB RETENTION E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- PER STATUTEB09/01/2020 09/01/2021 74WCI1006003C 09/01/2020 09/01/2021 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 71WCI1005903 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEOrange County Attn: Kimberlee Quatrone PO Box 8181 Hillsborough NC 27278 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: 570088033661 570088033661 Aon Risk Insurance Services West, Inc. 570000070904 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # AMN Healthcare, Inc. TYPE OF INSURANCE POLICY NUMBER LIMITS OTHER D Cyber Liability EONG25549491005 09/01/2020 09/01/2021 Each Claim $1,000,000 Aggregate $3,000,000 Cyber (Non-Clinical E&O) ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) SIR applies per policy terms & conditions ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D Full Named Insured Schedule: AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: Aon Risk Insurance Services West, Inc. 570000070904 570088033661 570088033661 Page _ of _ AMN Healthcare, Inc. AMN Healthcare Services, Inc. (AHS) AMN Healthcare, Inc. (AMN) AMN Services, LLC DBA: American Mobile Healthcare DBA: Medical Express DBA: Preferred Healthcare Staffing DBA: NurseChoice DBA: RN Extend DBA: Procertify AMN Staffing Services, LLC O' Grady-Peyton International (USA), Inc. (OGP) O' Grady-Peyton International (USA), Inc. (Singapore Branch) O' Grady-Peyton International (India) Ltd. O' Grady-Peyton International Recruitment U.K. Ltd. O' Grady-Peyton International (SA) (Proprietary) Ltd. O' Grady-Peyton International (Australia) (Proprietary) Ltd. O' Grady-Peyton International (Europe) Ltd. The MHA Group, Inc. (MHA Group) Merritt Hawkins & Associates, LLC Merritt, Hawkins & Associates Merritt, Hawkins & Associates of New Jersey, Limited Liability Company Merritt, Hawkins & Associates, Inc. Staff Care, Inc. Med Travelers, Inc. (MTI) Med Travelers, LLC RN Demand, Inc. (RND) DBA: MTI Staffing Rx ProHealth, Inc. Pharmacy Choice, Inc. DBA: AMN Healthcare Recruitment Process Outsourcing AMN Allied Services, LLC AMN Healthcare Allied, Inc. AMN Staffing Services, LLC AMN Services of Ohio, Inc. AMN Services of New Hampshire, LLC Medfinders Nursefinders, Inc. Nursefinders, LLC NF Investors, Inc. NF Holdings Corporation NF Acquisition Corporation Nursefinders Acquisition Corporation B.C.P., Inc. (divested 01/30/2012) NF Services, Inc. Linde Healthcare Staffing, Inc. Jim Kendall and Associates, LLC Staffco Holdings, Inc. Club Staffing, LLC Club Staffing, LLC National Healthcare Staffing, LLC M&E Affiliates, Inc. DBA: TVL Healthcare Radiologic Enterprises, Inc. DBA: Resources On Call, LLC Resources On Call, LLC Nursefinders Restorative Care Services, Inc. Nursefinders Acquisitions, LLC Kendall & Davis Pharmacy Choice, LLC Rx ProHealth, LLC DBA: AMN Services of Arizona DBA: Worldview Healthcare, Inc DBA: AMN Services of New Jersey Limited Liability Company DBA: F/K/A Worldview Healthcare, Inc. ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D Full Named Insured Schedule: AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: Aon Risk Insurance Services West, Inc. 570000070904 570088033661 570088033661 Page _ of _ AMN Healthcare, Inc. DBA: AMN Staffing Services of New Jersey DBA: Intech Staffing DBA: Merritt, Hawkins and Associates of New York, LLC DBA: Nursefinders of Alabama, LLC DBA: Nursefinders of Arizona, LLC DBA: Nursefinders of Missouri, LLC DBA: Nursefinders of New York, LLC DBA: Nursefinders of Rhode Island, LLC Nursefinders of Vermont, LLC Origin, Inc. DBA Shiftwise Onward Healthcare, LLC Onward Healthcare of Missouri, LLC Onward Healthcare of New Jersey LLC Onward Healthcare Staffing, LLC Onward Healthcare, Inc. Medefis, Inc. Locum Leaders, LLC Avantas, LLC Shiftwise, Inc DBA: Nursefinders of Cherry Hill DBA: Nursefinders of Verona DBA: Nursefinders of Wisconsin, LLC DBA: Rx Pro Health of Michigan, LLC DBA: Rx Pro Health of New Jersey Limited Liability Company DBA: Rx Pro Health of Pennsylvania, LLC DBA: Rx Pro Health of Tennessee, LLC AMN Staffing Services of Alabama, LLC Onward Healthcare Staffing The First String Healthcare MillicanSolutions MillicanSolutions, LLC B.E. Smith International B.E. Smith, Inc. B.E. Smith Interim Services, Inc. B.E. Smith, Inc. of Kansas Josem Holdings, Inc. HealthSource Global Staffing Healthsource Global Staffing Corporation Peak Government Services, LLC Peak Health Solutions, Inc. Of Louisiana AMN Vision Services, LLC AMN Workforce Solutions, LLC Phillips DiPisa & Associates, LLC Leaders for Today, LLC DBA: Advanced Medical Personnel Services LLC Stratus OPI, Inc. Stratus Video, LLC. Stratus Interpreting, LLC. Stratus Audio, Inc. Stratus InDemand, Inc. B4Health, LLC FKA MedPartners HIM, LLC DBA: Advanced Medical Personnel Service, Inc. ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 1DA2E3C9-2103-4259-9AB2-7F86E8F05F9D