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2024-207-E-Health Dept-AMN Healthcare Language Services-Video Remote Interpretation
Revised 04/23 1 [Departmental Use Only] TITLE AMN Video VRI FY 2023-2024 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this first day of July, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and AMN Healthcare Language Services, Inc. , (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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B Revised 04/23 2 quality, accuracy and timely completion and 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 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) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B Revised 04/23 3 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 "Stratus Video Pricing". 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2023 to June 30, 2024. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. 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, 2023. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Thirty Thousand Dollars ($30,000). Payment for satisfactorily performed 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 (Ashley Rawlinson) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B Revised 04/23 4 Board of Commissioners and who 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 name Orange County, its officers, official agents and employees as an additional insured. Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the 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 for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon thirty (30) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B Revised 04/23 5 Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. 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. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. 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. d. 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. e. 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. 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. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. 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. DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B Revised 04/23 6 c. 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. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the 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. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should 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, unless those products conflict with Provider’s Intellectual Property and Confidential Information requirements (attachment A) 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. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or 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 or 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. DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B Revised 04/23 7 In the event of a change in the County’s statutory authority, mandate or mandated functions, by state 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. i. 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. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Kimberlee Quatrone AMN Healthcare Lanugage Services, Inc. P.O. Box 8181 2999 Olympus Blvd. Hillsborough, NC 27278 Coppell, TX 75019 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B Revised 04/23 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: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Matt Fidler, Vice President of Strategic Growth & Client Experience Printed Name and Title DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: AMN Healthcare Language Services, Inc. Vendor Contact Person: Rachel Johnson Phone: 727- 608-2055 Address: 2999 Olympus City Coppell State: TX Zip: 75019 Department: Health Amount: $30,000 Purpose: Video Remote Interpretation Budget Code(s): 10410020/10413020/10411020/10414020/10410120- 630000 (all OCHD projects) Vendor # 63572 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 7-1-23 End Date 6-30-24 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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 prio r to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Language services are mandated by the state. We have had a contract with them for several years. We were waiting on COI and company sign -off. Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, 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 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 3/27/2024 4/1/2024 4/2/2024 4/4/2024 4/4/2024 Revised 04/23 10 DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B Attachment A Intellectual Property. i. The InPerson Platform contains content provided by or on behalf of AMN (collectively, the “AMN Content”). AMN Content may be owned by AMN or its licensors, and is protected under both United States and foreign laws. The AMN Content may include trademarks, service marks, and logos of AMN and its affiliates used and displayed on the InPerson Platform, which are registered and/or unregistered trademarks or service marks of AMN and its affiliates. Except for the licenses expressly granted hereunder, Client has no rights in or to the AMN Content. ii. Interpreters are permitted to post content (“Interpreter Content”) through the InPerson Platform. Such Interpreter Content generally includes information relevant to the interpreter’s professional profile including biography, qualifications and certifications, experience, photograph, contact information, and other relevant data. AMN is not obligated to review Interpreter Content, but may remove any Interpreter Content that does not adhere to AMN’s requirements, or that is offensive, or otherwise unacceptable to AMN in its sole discretion. As between Client and the interpreter, and as between Client and AMN, the interpreter and AMN retain all copyrights and other intellectual property rights in and to the Interpreter Content, unless otherwise agreed in writing between the applicable parties. iii. The AMN Content and Interpreter Content are Confidential Information, the confidentiality and disclosure of which is governed by Section 14 of the Agreement. In addition, Client shall not: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the InPerson Platform; or (b) utilize the AMN Content or Interpreter Content other than as completed by this Attachment A, including without limitation, to engage any interpreter that Client learns of through the InPerson Platform outside of the InPerson Platform, or any other communication with any such interpreter intended to bypass or circumvent the InPerson Platform. Confidential Information. A. Generally. Each party (each, a “receiving party”) shall keep confidential all Confidential Information (as defined below) of the other party (each, a “disclosing party”), and shall not use or disclose such Confidential Information either during or at any time after the term of this Agreement, without the disclosing party’s express written consent, unless required to do so by law, court order or subpoena, in which case the receiving shall not disclose such information until, unless prohibited by law, it has provided advance notice to disclosing party such that disclosing party may seek a protective order or other similar relief. For purposes of this provision, “Confidential Information” means non-public information that is disclosed or becomes known to the receiving party as a consequence of or through its activities under this Agreement, including, but not limited to, matters of a business nature, such as the terms of this Agreement, costs, pricing and fees, margins, markets, sales, business processes, information systems, technologies, compliance practices, quarterly and annual review documents, reports generated, and any other information of a similar nature. B. Restrictions on Use & Disclosure. Neither party shall, without the owning party’s prior written consent: DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B i. Sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, Confidential Information to another business or a third party; ii. Retain, use, or disclose Confidential Information for any purpose other than for the specific purpose of providing or obtaining the Services; or iii. Retain, use, or disclose Confidential Information outside of the direct business relationship between AMN and Client. iv. Regardless of the foregoing, the following shall not be “Confidential Information”: information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available to the receiving party after disclosure by the disclosing party through no action or inaction of the receiving party in violation of this Agreement; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (iv) is obtained by the receiving party from a third party without a known breach of such third party’s obligations of confidentiality to the disclosing party; (v) is otherwise independently acquired or developed by the receiving party, without violating its obligations under this Agreement; or (vi) personal health information governed by HIPAA, which the parties will address in a mutually agreeable Business Associate Agreement. C. Disclosure to Representatives. Further, the receiving party may disclose the Confidential Information to its employees, agents, consultants, representatives, or advisors (collectively, “Representatives”) who have a need to know such information, provided that the receiving party advises the Representative of the confidential nature of the information. D. Return of Confidential Information. Upon termination or expiration of this Agreement, both parties will, without notice or request, either (i) return, within two (2) weeks, all Confidential Information of the other, including copies thereof; or (ii) destroy all Confidential Information in accordance with their respective policies and procedures, and with the same level of care that each party would destroy their own Confidential Information; except that AMN may keep an archival copy of Services records, which shall continue to be treated in accordance with the provisions of this Attachment A. E. Survival. This Confidential Section will survive any termination or expiration of this Agreement. DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B AGREEMENT FOR SERVICES AFS - 6/22/2016 Confidential and Proprietary Page 2 of 3 Exhibit A AMN Language Services Video Pricing Orange County North Carolina Health Department (County) agrees to pay the prices shown in Table 1 for video interpreting services from AMN Language Services. 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 AMN Language Services at the prices shown or by County’s existing provider at no charge from AMN Language Services. 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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B AGREEMENT FOR SERVICES AFS - 6/22/2016 Confidential and Proprietary Page 3 of 3 Exhibit B Warranty for Purchased Equipment The AMN Language Services 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”), AMN Language Services 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, AMN Language Services will be responsible for such repairs. After the warranty period, Customer will be responsible for all service repairs or may receive service repairs from AMN Language Services 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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B AMN LANGUAGE SERVICES 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 AMN Language Services recognizes that we must provide our services and solutions that are HIPAA complainant and support the requirements outlined in a Business Associate Agreement. AMN Language Servcies designed and developed our services to operate in accordance with your HIPAA requirements. Specific AMN Language Services Video Features to ensure HIPAA compliance: 1)Data Security. a)AMN Language Services application is Natively encrypted using WEBRTC to conform with HIPPA requirements. b)AMN Language Services does not record video calls so no protected health information is captured or stored in the AMN Language Services Video system at any point and as such, fits the definition of data not at rest. c)Access to AMN Language Services 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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B AGREEMENT FOR SERVICES AFS - 6/22/2016 Confidential and Proprietary Page 2 of 2 2)Privacy Rule. a)AMN Language Services Video platform generates and stores only metadata (billing information) about the video session. No Protected Health Information is captured or stored in the AMN Language Services 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 AMN Language Services 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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 1 October 2013 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (“Agreement”) is made effective the first day of July, 2023, by and between Orange County Government through its Orange County Health Department (“Covered Entity”), and AMN Healthcare Language Services, Inc. (“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: AMN 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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 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 Language Services, Inc. Attn: Business Officer Attn: Risk Manager 300 W. Tryon Street 2999 Olympus Blvd. Hillsborough, NC 27278 Coppell, TX 75019 (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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 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: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B VP of Strategic Growth & Client ExperienceOrange 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 Ashley Rawlinson (919) 245-2440, or the Security Officer at The Orange County Health Department. DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 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 09/01/2023 of Marsh Risk & Insurance Services X B N/A 3,000,000 74WCI1006006 (AOS) 19437 NPL0068319-01 A 1,000,000 09/01/2024 X Arch Insurance Company Cyber-Non-Clinical E&O CN103083106--GWCyb-23-25 1,000,000 30830 09/01/2024 SEA-003839201-12 09/01/2023 1,000,000 03/19/2024 1 3,000,000 09/01/2024 Hillsborough, NC 27278 SIR appllies 1,000,000 Aggregate 1,000,000 1,000,000 C 03/01/2025 09/01/2023 09/01/2023 11150 71CAB1006106 Each Claim 5,000 71WCI1005906 (FL) X per policy terms and conditions. 100,000 Orange County, its officers, official agents, and employees are included as additional insureds with respect to General Liability per the policy provisions, where required by written contract, for liability arising solely from the negligent acts or omissions of AMN Healthcare, Inc. and its employees. N/A 2999 Olympus Blvd., Suite 500 AMN Healthcare, Inc. Dallas, TX 75019 1,000,000 Lexington Insurance Company X FOUR EMBARCADERO CENTER, SUITE 1100 MARSH RISK & INSURANCE SERVICES SAN FRANCISCO, CA 94111 CALIFORNIA LICENSE NO. 0437153 114-66377 Arch Indemnity Insurance Company N 200 South Cameron Street PO Box 8181 Orange County Attn: Risk Management 03/01/2024 C 1,000,000 X X C 09/01/2024 DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 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: MARSH RISK & INSURANCE SERVICES AMN Workforce Solutions, LLC��� AMN Healthcare Language Services, Inc. �� AMN Healthcare Interim Solutions, LLC ��� Advanced Medical Personnel Services, LLC��� �� AMN Healthcare Allied, Inc.�� AMN Allied Services, LLC��� �� �� DBA: RN Extend��� �� DBA: Nursefinders of Rhode Island, LLC��� AMN Services of Ohio, Inc. ��� DBA: Nursefinders of Arizona, LLC��� AMN Healthcare, Inc. (AMN)��� b4health, LLC��� AMN Healthcare Locum Tenens, Inc.�� B. E. Smith Interim Services, Inc��� DBA: AMN Services of Arizona��� AMN Vision Services, LLC��� DBA: Nursefinders of Cherry Hill��� DBA: American Mobile Healthcare��� Avantas, LLC��� 4 San Francisco Certificate of Liability Insurance �� DBA: Worldview Healthcare, Inc.��� DBA: Intech Staffing��� �� AMN Services, LLC��� DBA: Nursefinders of Missouri, LLC��� AMN Leadership Solutions, Inc.��� Club Staffing, LLC��� DBA: F/K/A Worldview Healthcare, Inc.��� B. E. Smith, LLC��� DBA: AMN Services of New Jersey Limited Liability Company��� DBA: AMN Healthcare Recruitment Process Outsourcing��� AMN Healthcare Physician Permanent Placement, LLC ��� AMN Staffing Services, Inc.��� DBA: NurseChoice��� Connectics Communications LLC ��� DBA: Preferred Healthcare Staffing��� DBA: Medical Express��� 25 DBA: AMN Staffing Services of Alabama, LLC��� Full Named Insured Schedule: �� DBA: Procertify��� DBA: Nursefinders of New York, LLC��� AMN Services of New Hampshire, LLC��� AMN Healthcare Services, Inc. (AHS)��� 2999 Olympus Blvd., Suite 500��AMN Healthcare, Inc.�� DBA: Merritt, Hawkins and Associate of New York, LLC��� Dallas,TX 75019�� �� AMN Staffing Services, LLC��� DBA: Nursefinders of Alabama, LLC��� 2 CN103083106 �� DBA: MTI Staffing��� B.C.P., Inc. (divested 1/30/2012)��� DBA: AMN Staffing Services of New Jersey��� DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 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: MARSH RISK & INSURANCE SERVICES Merritt, Hawkins & Associates, LLC��� Jim Kendall and Associates, LLC��� HealthSource Global Staffing, Inc.��� DBA: Rx Pro Health of Pennsylvania, LLC��� DBA: Rx Pro Health of New Jersey Limited Liability Company��� DRWanted.com dba DRW Healthcare Staffing�� DBA: Rx Pro Health of Tennessee, LLC�� DBA: Nursefinders of Verona��� �� Peak Provider Solutions, Inc. ��� DBA: Nursefinders of Wisconsin, LLC��� Origin, Inc. DBA: ShiftWise��� Med Travelers, Inc. (MTI)��� O' Grady-Peyton International (USA), Inc. (Singapore Branch)��� Linde Health Care Staffing, Inc.��� NF Holdings Corporation��� Josem Holding, Inc.��� MSI Systems Corp. dba Medical Search International�� Nursefinders Acquisitions, LLC��� Medpartners HIM LLC��� Radiologic Enterprises, Inc. DBA: Resources On Call, LLC��� Nursefinders Acquisition Corporation��� MillicanSolutions, LLC�� 4 San Francisco Certificate of Liability Insurance �� Pharmacy Choice, Inc.��� O' Grady Peyton International (India) Private Limited��� �� Med Travelers, LLC��� Onward Healthcare Staffing ��� Locum Leaders, Inc.��� NF Investors, Inc.��� O' Grady Peyton International (Europe) Ltd.��� National Healthcare Staffing, LLC��� Nursefinders of Vermont, LLC��� Pharmacy Choice, LLC��� Kendall & Davis��� Medefis, Inc.��� O' Grady-Peyton International (SA) (Proprietary) Ltd.��� NF Services, Inc.��� Peak Government Services, LLC��� O' Grady Peyton International Recruitment U.K. Ltd.��� 25 Nursefinders Restorative Care Services, Inc.��� DBA: Rx Pro Health of Michigan, LLC ��� Peak Health Solutions, Inc.��� Onward Healthcare, LLC��� M&E Affiliates, Inc. DBA: TVL Healthcare��� Leaders for Today, LLC��� 2999 Olympus Blvd., Suite 500��AMN Healthcare, Inc.�� Phillips DiPisa & Associates, Inc.��� Dallas,TX 75019�� �� Medfinders��� O' Grady-Peyton International (USA), Inc. (OGP)��� 3 CN103083106 �� O' Grady-Peyton International (Australia) (Proprietary) Ltd.��� NF Acquisition Corporation��� Nursefinders, LLC��� DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B 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: MARSH RISK & INSURANCE SERVICES �� Staff Care, Inc.��� Spectrum Insurance Company, Inc.��� ShiftWise, Inc. ��� Rx Pro Health, LLC��� SnapMD Healthcare, LLC��� Silversheet, Inc��� Resources On Call, LLC��� �� �� RN Demand, Inc. (RND)��� �� The MHA Group, Inc. (MHA Group)�� �� Stratus Video, LLC��� �� Staffco Holdings, Inc.��� �� �� �� �� �� �� 4 San Francisco Certificate of Liability Insurance �� �� �� �� �� �� Synzi, LLC��� �� �� �� �� �� Stratus InDemand, Inc. ��� �� �� �� �� �� 25 �� Rx Pro Health, Inc.��� �� �� The First String Healthcare, Inc.��� Stratus Video Costa Rica, S.A.��� 2999 Olympus Blvd., Suite 500��AMN Healthcare, Inc.�� �� Dallas,TX 75019�� �� �� �� 4 CN103083106 �� �� �� �� DocuSign Envelope ID: 7B7CECB8-9158-4350-B902-CEF8A2FB9C9B