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HomeMy WebLinkAbout2008-065 Health - UNC Medicine and Health DeptG-ate-o~ ~~ STATE OF NORTH CAROLINA COUNTY OF ORANGE HEALTH DEPARTMENT AND THE DEPARTMENT OF FAMILY MEDICINE, UN11ERSITY OF NORTH CAROLINA AT CHAPEL HILL AGREEMENT FOR MEDICAL DIRECTOR SERVICES THIS AGREEMENT, made and entered into th i s f i rst day of ~ u ly Zoo7, by and between The Universit of Noah Carolina at Chapel Hill, hereinafter referred to as the "University," for its y .. .. De artment of Family Med~c~ne in the School of Med~c~ne, hereinafter referred to as the p "De artment" and the Orange County Health Department, hereinafter referred to as the p 'UCH D." 1NITNESSETH: ~ 1NHEREAS the De artment desires to rovide Medical Director Services, including general p p consultation and clinical services, and to participate in the provision of medical care for the citizens of the community, and; 'WHEREAS, OCHD operates a number of "Outpatient Clinics" located at the site of the Uran e County Health Department i n Chapel H i l l and H i I lsborough, North Carolina, or g other sites that may, from time'to time, be provided; NO'W, THEREFORE, in consideration of the premises and the following mutual covenants and conditions and any sums to be paid, UCHD and the University agree as follows. ~ The Department will provide "Medical Director Services", including the professional "General Consultation" and "Clinical" services identified belo~r. ~ The Medical Director Services provided by the Department shall include the following General Consultation Services: a. act as the pri ncipal advisor to UCH D Health Director and UCH D Personal Health Services Director in matters of medical policy; b. advise UCHD Health Director and OCHD Personal Health Services Director on the medical implications of alternatives in clinical program functioning and management; c. at the request of OCHD Health Director represent UCHD, and negotiate on behalf of UCHD, with respect to interagency relationships that involve medical expertise; d. advise and interpret the regulatory requirements related to medical aspects of OCH D'S functions; e. rovide coordination for medical components of the Outpatient Clinics of p UCH D; f. advise and assist OCHD staff in epidemiological investigations; q7"-q8 AGREEMENT i~etween UNC.Schaol of Medicine And orange County Health Department May 21, ~qq7 Page ~ of 9 g. be responsive to community public health concerns directly and in consultation with OCHD Health Director and OCHD Division Directors; h. assist OCHD Health Director and OCHD Personal Health Services Director in establishment of medical procedures and qualitylquantity control mechanisms; i. assist OCHD staff in data analysis towards identification of public health concerns; j. work r~ith OCH D Health Director and OCH D Division Directors on formulation of responses to public health concerns; k. assist with evaluation of medical programs and services provided by OCHD, including recommendations for constructive change; 1, maintain close contact and availability through on-site visits at OCHD and phone consultation to assist OCH D in the discharge of OCH D responsibi I hies; m. participate in OCH D Division Head management meetings and OCH D . , Division level meetings when requested and appropriate; n. attend Grange County Board of Health meetings when requested; o. provide medical direction to school health programs in both school systems in Grange County and medical consultation to both school and OCHD staff working in or with school health programs; p. other miscellaneous duties as provided for in the agreement; q. discharge the above described responsibilities through and with knowledge aforehand of OCHD Health Director. 3. The Medical Director Services provided by the Department shall include Clinical Services in compliance with State and Federal guidelines and program rules for all Outpatient Clinics conducted by OCHD, including without limitation the following OCHD Outpatient Clinics: Family.Planning ~FP~, Prenatal Care ~PNC7, Child Health ~CH7, Adolescent Health ~RDOL~, Tuberculosis ~TB~, Sexually Transmitted Disease STD}, General Communicable Disease Control ~GFN~, Adult Health Preventive Services ~RH1HP}, and Primary Care CPC}. The Clinical Services provided by the Department shall include the following: a. Collaboration with OCHD to develop and approve protocols far Outpatient Clinics. For the mutual benefit of the Department, OCHD, and its prenatal C:IDacuments and Settingslamile~-cassel[IiMocal SettingslTemporary Internet Fileslol.K~IUNC Family Medicine-Medical Director Zgg7-q8 revisions 6-~8-07.dac 07-08 AGrti:>^MENT ~otween UNC school ai: Medicine And orange County Health Department May Z~, Z~07 Page 3 of 9 . atients, prenatal patients will be managed according to CJCHD established p rotocols. These protocols will be reviewed annually and be consistent with p protocols used at U NC Department of QB1~YN and Family Medici ne outlyi ng clinics. b. Primary medical supervision of the nurse practitioners who are employees of QCH D to i ncl ude ongoi ng monitoring and evaluation of the reed icai acts erforned b the nurse practitioners; Regular individual meetings with .the nurse p Y practitioners will occur according to an agreed upon schedule to review records of high-risk or problematic patients; Documentation will be recorded in the patient record indicating that a review occurred and noting any recommended changes i n the pl an of care. c. Co-signing charts of patients seen by new nurse practitioners of CJCHD within five X57 working days for at least the first six months of their nurse practitioner ractice, and face-to-face consultation on a weekly basis for the first month of p their nurse practitioner practice and at least monthly thereafter for the succeeding five months; d. A review of all C~CHD prenatal records at 1 ~, 28 and ~~ weeks to assure that appropriate medical care is being provided, with a Maternity Chart Review fora completed at each interval. e. Illleekly group meetings with clinical staff in each site according to an agreed upon schedule to discuss patient care and clinical operation issues. f. Qverall responsibility far medical Residents and medical students working in clinics including orientation, supervision of practice and assurance of compliance with QCHD program and documentation requirements. g. provision of routine medical services during scheduled on-site times at C~CHD Qutpatient Clinics, including documentation of Clinical Services provided per established QCHD protocols; h. Medical consultation visits to QCHD patients during on-site scheduled times at CJut atient Clinics; medical consultation to QCHD nurse practitioners by p ~ .. tele hone when the Medical Director is not on-site at CJCHD outpatient cynics, p i. Continuing education consultation for CJCHD nurse practitioners and other QCHD staff to include regular informal consultation and periodic formal sessions as appropriate; ', After-hours medical consultation for primary care patients of CJCHD: UNC ~ .. Health Care's HealthL~nk program provides initial triage of after hours calls as C:1Dacuments and Settinslamiles-casse111i..aca) 5ettingslTemporarymternet FileslaLK31UNC Family Medicine -Medical Director ZOU7-08 revisions 6-Z8-~7.dac Q7'-a8 AGRi~FMENT between UNC Schaal of Medicine And orange County Health Department May 2i, 20D7 Page 4 of ~ . per the agreement attached hereto and incorporated as exhibit A ~"after hours program"}. The Department will provide Medical Director consultation and supervision to ~CHD clinicians ~3 FNPs} that provide after hours medical consultation ion a rotating basis} for 4CHD clients referred by HealthLink. The Medical Director shall also provide after-hours medical conul~a~ion far Health ink referred C~CHD clients ion a rotating basis} such that each of the 4 clinicians shall provide such after~hours medical consultation ~ weeklmonth. k. Discharge the above described responsibilities through and with knowledge aforehand of C~CHD Health Director. 4. ~CHD CJutpatient Clinics are operational during the normal business hours of 8:oo A.M. to S:oD P.M., Monday through Friday. Can 1Nednesday, the clinics operate from 1 a AM ~ 5 PIv1. In addition, one weekday per site the Outpatient Clinics Tuesday - Hillsborough;.Thursday -~ Chapel Hill} operate on a flexible evening schedule ~i.e. 9;3o AM -~ 6.3o PM} to provide greater access to care. Outpatient Clinics may run beyond their scheduled time. In addition to the above-described activities during the after-hours program, the Department is responsible for medical activities conducted in the Outpatient Clinics in accordance with this agreement during the entirety of the hours specified in this paragraph. 5. The Department shall provide, at a minimum, the equivalent of .7o Full Time Equivalent ~FTE} personnel to carryout the Medical Director Services described in this agreement, including the General Consultation and Clinical Services identified above. ,Said services will be provided primarily by the "Medico) Director", or "bacl~-up Department physician". Tle Medical Director shall be board certified in Family Medicine or an equivalent certification. The Medical Director will report activities and services performed for OCHD as requested by OCHD Health Director. 6. The Chair of the Department shall, concurrent with the execution of this agreement, designate the name of the Medical Director, and the names of four Department physicians who will rotate as backup Department physicians, to be "available" to provide the General Consultation and Clinical Services identified in this agreement. a. The Department and OCHD shall indicate their mutual agreement to the designation of the Medical Director and designated back-up Department physicians available to be scheduled 'In the absence of the Medical Director by signing the "Designation of Medical Director" attachment to this contract. Any changes in these designations will be mutually agreed to by the Chair of the Department and OCHD Health Director.ln the event that the Medical Director or any designated back-up Department. physician becomes unwilling or unable to perform the duties required by this agreement, the Department and OCHD shall attempt to mutually agree upon replacements}. if such mutual agreement is not achieved, then this agreement shall terminate and any payment due as of the date of termination shall be paid as provided for in paragraph 18 of this agreement. C:IDocuments and 5ettin~~lamile~-casselll~.ocal Settings~Temporary Internet FileslQi.K3llJNC Family Medicine -Medical Director X007-08 revisions 6-~8-07.dac Q7-08 AGREEMENT Between UNC School of Medicine And Urange County Health Department May ~ 1, 2DD7 Page 5 of 9 b. Substitutions in the scheduling of the Medical Director or designated backup De artmel~t physician will be the responsibility of the Department in p consultation with OCHD Health Director. Vacation leave, continuing education, and other assignments requiring temporary backup coverage will be mutually agreed upon by the Chair of the Department and C~CHD Health D i recto r. . 7. The Medical Director or designated backup Department physician shall provide a total of tweet two ~2~~ hours er week of the foregoing Clinical~Services an~site at oCHD outpatient Clinics ar other sites as provided therefor. Days and times and the identity o the person or persons scheduled to be on~site to provide this coverage on behalf of the De artment wi (( be m utual ly agreed to by the Department and oCH D. Although the p Department is not required to provide the attendance of a Medical Director orback-up Department physician on the premises of oCHD outpatient facilities or other sites provided therefor at other times, access should be made available during other days and times as stipulated i n th is agreement. Substitute coverage by a back-up Department . physician is expected during vacations and other anticipated absences of the Medical Director or backup Department physician originally scheduled to be available. The Medical Director or designated backup Department~physician shall be responsible for notifying aCHD of schedule changes. If attendance as scheduled of the Medical Director or designated backup Department physician is impossible due to unremediable circumstances hone coven e of a designated back-up Department physician must be .p g rovided and nurse practitioner charts will be signed by the appropriate designated p .. . Department physician orback up Department phys~c~an an call w~th~n flue ~5} working .da s. In addition to the fore Ding described days and hours, at the request of oCHD Y g Health Director, the Medical Director or designated backup Department physician will rov'rde on~-site medical supervision at.CJCHD outpatienfi Clinics or other sites provided p therefor, as necessary, during communicable disease incidents or other public health related emergencies, S. The Medical Director or desi Hated back-up Department physician shall be available six g ~~~ hours ~ er week for the following: phone consultation during business hours and after- hours ro ram coverage for clinicallpatient issues, phone coverage for consultation and pg direction for communicable diseaselepidemic control, emergency phone consultation as needed during non-business hours through a pager system, and direct administrative andlor consultative services as outl fined in General Consultation Services Paragraph Z~. 9. The Department will maintain current registration and licensure of the Medical Director and designated back-up Department physicians and shall provide copies to oCHD as appendices to the Designation of Medical Director attachment to this ~,, Contract. ~~~ ~ edical Director and desi Hated back-u ~-~' The Department will assure~that the M g p ~~ - De artment physicians are i n, and maintain, compl fiance with oSHA gu idel i nes p .. re arding bloodborne pathogens including Hepat~t~s B and TB status as well as g documentation of immunization against measles, mumps,' rubella and varicella. in C:1Dacuments and Settingslamiles-casselll~.acal SettingslTemporaryIHternet i+ileslol.K31UNCFomily Medicine -Medical Director ~a07-~8 revisions 6-~8-~7.dac 07'-~8 AGREEMENT between UNC Schorr! of Medicine And oron~e County Health Department May 21 Pale Fi , ZQa7 of 3 the event of a bloodborne pathogen exposure, the Department will be responsible for providing fo(low-up according to its policies and procedures governing exposure . ~~, ~~ ~ incidents. The University vyill be responsible for the negligence of its employees and agents to the extent of the North Carolina Tort Claims Act. Further, the University will provide adequate professional liability insurance for the University and its personnel who provide the services described in the agreement. The insurance (units wil(be stated in a Confirmation of Insurance submitted at the time the contract is ~, fl' ~ commenced, Th D ll f " d l . e epartment wi o i er me ica consultation ~n accordance wifih the appropriate ~ ~ medical standards and acce ted methods and rocedures. p p ~ ~' OCND agrees to pay the Department in return for the above services equal monthly installments of ELEVEN THOUSAND SEVEN I~IUNDRED AND EIGFT DOLLARS ~~ ~$~ ~,7'a8} far a total of $40,496. ~, ~ . ~ r . . r r . The University shall bill OC~ID on a monthly basis with the first bill being dated ~ ~ r r ~ l ~ 2oa7 d OCI~ID h ll h U h h Ju y , an s a pay t niversity wit e in t irty X30} days of receipt of the University's bill. Any adjustments to the billing shall be taken into account in ~' , ~ the next succeeding bill or as soon thereafter as reasonably practicable. ~ ~~ Y~ ~ OCHD agrees to furnrsh all supplies, equipment, offrce space and a computer as needed by the Medical Director, to include tl~e Medical Director in all appropriate conferences, .meetings, correspondence and publications necessary to appropriately ~. ~~ ~ discharge the Medical Director's duties within budgetary consti:aintsr . ~/. This agreement shat l run for a period of TUVELVE X12} months, from the ~ st day of . duly, X007, to the 3ath day of dune, 200, and shall be renewable annually ,~, ~ thereafter upon written notice executed by both parties. ,~~ ,~3`. ~ This a reement or its renewals ma be terminated at an time without malt b g Y Y p YY either party provided that the agreement is terminated either. a. upon failure of the parties to agree on a replacement Medical Director or replacement designated back-up Department physician pursuant to paragraph ~ of this agreement, or b. upon delivery of written notice of termination furnished to the other party at least n i nety ~9a~ days prior to termination. In the event of such termination, any payment due shall be prorated to the date of ~~, terminationr ~ ,~. ~~ OCHD hereby agrees with the University that, in their educational and/or . r r r r r employment practices, OCHD and the University will comply with such non- discrimination laws as may be applicable to it in the performance of this agreement. The Department shall abide by pertinent rules and regulations of C~CI-iC~, ~7range County, and the North Carolina department of Health and Human Services in the conduct of service. The University, the department and OCI~ID shall comply with such confidentiality laws as may be applicable i n the performance of th is agreement and acknowledge that in receiving, storing, processing or otherwise dealing with any confidential information, they will safeguard and not further disclose the information except as permitted by the Mealth Insurance Portability and C:1Documents and Settingslamiles-casselllt.ocal Settin~slTemporory Internet Fileslt~i_K31UNC Family Medicine -Medico) Director Z~OT-~8 revisions 6-28-07.doc U7-~8 AGR~~MENT Between UNC Schaal of Medicine And orange County Health Department May ~1, 20D7 Page 7 a~ ~ Accauntabi (i Act of ~ 996, Public Law ~ 04-191, as amended, and the provisions of ~' . the business Associate Agreement which is attached hereto and incorporated herein by reference. ~~r Na rovision of this agreement shall be construed or Interpreted as creating a p .. ~~ led e of the faith and credit of the County of C7range or ~C~f D wathln the ~`' p g . .. r~eanin of an constitutional debt llrn~tatlon. No provlslon of this agreement shall g Y be construed or interpreted as creating a delegation of governmental powers nor as a donation b or a .lending of the credit of the County of Grange or ~]CHD within y the mean i n of the Constitution of the state of North Carol ~ na. Th Is agreement shat l g and does not directly or indirectly or contingently obligate the County of orange or UCND to make any payments beyond those appropriated in the sale discretion of the Count of Gran e or C~CHD for any fiscal year in which this agreement shall be Y g in effect. No deficiency judgment may be rendered against the County of ]range or QCF~D in an action for breach of a contractual obligation under this agreement Y and the toxin power of the County of Orange is not and may not be pledged g directl or indirectly or contingently to secure any moneys due under this Y ~ agreement. ~ ~ ' nt su ercedes an revious a regiments between the parties ~ ,~, Thls agreeme p y p g ' otters a reed to herein. This a regiment contains the entire concerning them g g understandin of the parties and shall not be altered, amended or modified, except g ,. . b an a regiment in writing executed by the duly authorized o~fic~als of bath parties. ~~ Y g R .. I~'~" . The laws of North Carolina shall govern the valldlty and Interpretation of the ~ ~ ~ _ ~ provisions, terms, and conditions of this agreement. C:1Dacuments and settingslamiies-casseiilI.aca! settingslTempararyIoternet I"iiesln~.(<31UNC i/amily Medicine -Medicai Director 2U07-08 revisions 6-~8-D7.dac ~7-08 AGREM~NT Between UNC Sc~aa! of Medicine And orange County Nealt Department May 2~, 2gp7 Page 8 of 9 NN 1IVTNESS'~IIHEREt~F, the parties have hereunto signed this agreement in their official ca acities o~ the day and year listed below. p FCJR AND CJN BEHALF CAF F(~R AND UN BEHALF CAF GRANGE COUNTY HEALTH DEPARTMENT THE UNIVERSITY OF NORTH CAROLINA osemary L. mmers, MPH, DrPH Health Dire or AT CHAPEL HILL David R. erry Vice-Chancel for for Finance and Administration DATE: ~/~~~~ DATE: Warren . N to~ , D Chair, Family edicine DATE: William L ape , MD, MPH Dean, Sc I o Medicine DATE: ~~lo -C~ ~J FCJR AND CAN BEHALF CAF THE COUNTY C7F GRANGE M so es Carey ~ r., Chair ~/ Grange County Board Commissioners DATE: J b 8 d GRANGE COUNTY FINANCE DIRECTOR: "This instrument has been re-audited in the manner required by~the Local Government p Budget and Fiscal Cont ,ol Act." . ~ ..~ DATE. / n 1 ~ Ken Chavious Finance Director C.1Dacuments and Settingslamiles-casse111E~oca! SettingslTemparary Internet Filesl4irK31UNC FamifyMedicine -Media! Director 2iaD7-~8 revisions ~-~8~4~,dac ,. D7-D~ AGREMi*NT Between UNC School of Medicine And orange County Health Department May 21, 2gD7 Page 9 of 9 . Designation o~ Medico[ director Attachment to Contract between the Department of Family Medicine, University o Noah Carolina, School of Medicine and the Grange County Health Department for July ~, X007' through June 30, ~ooS. The followin h sicians are deli Hated b the Department of Family Medicine to fulfill gp Y g Y the terms of the attached contract: Michael Fisher, MD Medical Director Lauren Lin le MD Physician pia Williams MD Physician Martha Carlou h MD Physician Andrew Hanna el MD Physician Clark Dennison MD Physician Co ies of current registration and licensure for these physicians are attached. p signed: ~'~""`~ /~. 111larren Newton ~ i r" Department of F ily Medicine ~~~~~~ Date Agreed: osemary Sum ers, Health Director Orange Coun Health Departmenfi Date C.IDacuments and Settingslamiles-casseiili~acai Settir~gslTemparary Internet Fiieslol.K31UNC ~amiiy Medicine ~Medica) Director ~DD7-U8 revisions Fi-~8-D7,dac BUSINESS ASSOCIATE AGREEMENT This Agreement is made effective the 1~t Day of July, 2447, by and between Orange County Government, Health Department, hereinafter referred tv as "Covered Entity",and UNC Department of Family Medicine, hereinafter referred tv as "Business Associate," individually, a "Party" and collectively, the "Parties"}. wITNESSETH: WHEREAS, Sections Z61 through X64 of the federal Health Insurance Portability and Accountability Act o ~ 996, Public Law ~ 44191, known as "the Administrative Simpii~cation 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 tv the Administrative Simplification provisions, the .Secretary of Health and Human Services has issued regulations modifying 45 CFR Parts 164 and 164 the "HIPAA 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 arrangement, Business Associate may be considered a "business associate" of Covered Entity as defined in the HIPAA Privacy Rule the agreement evidencing such arrangement is entitled "Agreement far Medical Director Services Between the County of Grange Health Department and the Department of Family Medicine, University of North Carolina at Chapel Hill," dated July 1, 2447wJune 34, 2448, and is hereby referred to as the "Arrangement Agreement"}; and WHEREAS, Business Associate may have access to Protected Health Information has defined below} in fulfilling its responsibilities under such arrangement; THEREFORE, inconsideration vfthe Parties' continuing obligations under the Arrangement Agreement, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Privacy , Rule a,nd to protect the interests of both Parties. , DEFINITIONS Except as otherwise defined herein, terms used in this Agreement shall have the same meaning as those terms set forth in the H I PAA Privacy Rule. ll. CONFIDENTIALITY REQUIREMENTS ~a} Busrrress Associate s~ra11: . ~i} use or disclose any protected health information solely as permitted or required by this Agreement, the Arrangement Agreement cif consistent with this Agreement and the HIPAA Privacy Rule}, or as required bylaw. iii} ensure that 'its agents, including a subcontractor, to whore it provides protected health information received from or created by Business Associate vn behalf of Covered entity, agrees to the same restrictions and conditions that apply to Business Associate with respect to such 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; viii} implement appropriate safeguards to prevent use or disclosure of protected health information ether than as permitted or required by this Agreement; Div} permit the Secretary of Health and Human Services to audit Business Associate's records and practices related to use and disclosure of protected health information tv ensure Covered Entity's compliance with the terms of the HIPAA Privacy Rule; ~v} report tv Covered Entity any use or disclosure of protected health information which is not in compliance with the terms of this Agreement of which it becomes aware; and 47-0$ oCBAA with UNC ~N[ Pale ~ of ~ Zvi} mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of protected health information by Business Associate in violation of the requirements of this Agreement. b Notwithstanding the prohibitions set forth in this Agreement or the Arrangement ~ } ~ tion Agreement, Business Associate may use and d[sclose protected health ~nforma as follows: ~i} if necessary, for the proper management and administration of Business Associate or tv carry out the legal responsibilities of Business Associate, provided that as to any such disclosure, the following requirements are met. ~A} the disclosure is required by law; ar ~B} Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed tv the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached; iii} far data aggregation services, if such services are to be provided by Business Associate for the health care operations of Gavered Entity pursuant to any agreements between the Parties evidencing their business relationship. 111. AVAILAB[LITY nF PROTECTED HEALTH INFORMATION Busr'ness assoclafe sha11: ~a} ~ at the request of Covered Entity, provide access to protected health information in a designated record set to Covered entity or, as directed by Covered Entity, to an [ndividual, in a time and manner sufficient to ermit Covered Entity to comply with the requirements of 45 CFR ~G4.524. P fib} at the request of Covered Entity or an individual, make any amendments} to protected health information in a designated record set that are directed by or agreed to by Covered Entity, in a time and manner sufficient tv permit Covered Entity to comply with the requirements of 45 CFR ~ 64.56. ~c} document disclosures of protected health information and information related to such disclosures in a manner sufficient to permit Covered Entity to respond to a request by an individual for an accounting of disclosures of protected health information in accordance with 45 CFR ~ 64.58 and provide such documentation to Covered Entity or an individual as directed by Covered Entity. lV, TERMINATl~7N (a) Term: This Agreement terminates when the Arrangement Agreement terminates or as provided in Paragraph IV. b. below (termination for cause). fib} Termination for cause: Upon Covered Entity's knowledge of a material breach by Business Associate, Covered, Entity shall either: ~i} provide an opportunity for Business Associate to cure the breach or end the violation or, if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity, terminate this Agreement and the Arrangement Agreement; or iii} immediately terminate this Agreement and the ArrangementAgreement if Business Associate has breached a material term ofthis Agreement and cure is not possible. c Return or destruction of protected health information: At termination of this Agreement, the ~} Arrangement Agreement €or any similar documentation of the business relationship ofthe Parties}, or upon request of Covered Entity, whichever occurs first, Business Associate shall: ~7~08 ocBAA with UNC FM page 2 of ~ ~i} if feasible, return yr destroy all protected health information received from or created yr received by Business Associate on behalf of Covered Entity that Business .Associate still .maintains in any form. Business Associate shall only destroy protected health information with the written approval of Covered Entity. After return or destruction, Business Associate shall retain na copies of such information. iii} if return or destruction is not feasible, Business Associate will provide Govered Entity with documentation explaining the reason that it is not feasible. !f the prat~cted health information is not returned or destroyed, Business Associate will extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible. ~d} Bunriva[: The obligations of Business Associate under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the Arrangement Agreement andlvr the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. V. MISCELLANECUB ~a} 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 an Covered Entity's behalf shall be subject to this,Agreement. fib} A reference in this Agreement to a section in the HIPAA Privacy Rule means the section as in effect or as amended, ~c} In the event of an inconsistency between.the provisions of this Agreement including definitions} and mandatory provisions of the NIPAA Privacy Rule, as amended, the HIPAA Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Privacy Rule, but are nonetheless permitted by the FIIPAA Privacy Rule, the provisions of this Agreement shall control. ~d} Except as expressly stated herein or the HIPAA Privacy Rule, the parties to this Agreement do not intend to create any rights in any third parties. fie} This Agreement may be amended ar modified only in a writing signed by the Parties. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to create an relationship between the Parties other than that of independent parties contracting with each other solely for Y the urposes of effecting the provisions of this Agreement and any other agreements between the Parties ,p . ev~denc~ng their business relationship. (~ This Agreement will be governed by the laws of the State of North Carolina. fig} No change, waiver or discharge ofany liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing ar other obligation, ar shall prohibit enforcement of any obligation, on any other occasion. ~ . h The parties agree that, in the event that any documentation of the arrangement pursuant to which ~ } v'sians relatin to the use or disclosure of Business Associate provides services to Govered Entity contains pro i g rotected health information that are more restrictive than the provisions of this Agreement; the provisions of the p mare restrictive documentation will control. i In the event that any provision of this Agreement is held by a court of competent jurisdiction to be ~} ementwill remain in full force and effect. invalid or unenforceable, the remainderofthe provisions afth~s Agre D7-D8 aCBAA with UNC FM ~ Page 3 of ~ U3 The headings in this Agreement are tar convenience of reference only and sha11 not define or iimit any otthe terms or provisions hereof, above. IN UUITNE~~'UVHEREaF~ the Parties have executed this Agreement as of the day and year vuritten covEREa ENTITY: ~us~NES~ Assoc~ATE~ ray; ..~ ~y: ~illza L Rod r,1V~D, ~ bean, ~ aoi of N~ed~e~ne itle: ~~ Title: R T C.. Q7-DS 4CBAA with UNC FM Page 4 of 4 ~-dG -a7 ~h STATE OF NQRTH CAROLINA COUNTY OF ORANGE HEALTH DEPARTMENT AND THE DEPARTMENT O1= FAMILY MEDICINE, UNIVERSITY OF NQRTH CAROLINA AT CHAPEL; H I LL AGREEMENT FC~R MEDICAL DIRECTOR SERVICES THIS AGREEMENT made and entered into this first day of July Zo07, by and between The Universi of North Carolina at Chapel Hill, hereinafter referred to as the "University," for its r . ~ De artment of Famil 1~~dicine in the School of N~ed~c~ne, hereinafter referred to as the p y . "De artment" and the Orange County Health Department, hereinafter referred to as the P r~~CHD.ir 1lIIiTNESSETH: 1NHEREAS the De artment desires to provide Medical Director Services, including general p ., .. consultation and clinical services, and to part~c[pate ~n the provision of medical care for the citizens afthe community, and; WHEREAS C~CH D o erates a number of "outpatient Cl inks" located at the site of the p bran e Count Health De artment i n Chapel H i l 1 and H i ((sbarough, North Carol ~ na, or g Y p other sites that may, from ~ti me to ti me, be provided; NOw THEREIwORE inconsideration of the premises and the following mutua[ covenants r and conditions and an sums to be paid, C~CHD and the University agree as follows: Y 1 The De artment will provide "N~edical Director Services", including the .p rofessional "General Consultation" and "Clinical" services identified .below. p ~ ~ The I~rledica[~ Director Services provided by the Department shall include the following Genera[ Consultation Services: a. act as the ri nci al advi sor to C]CH D Health Director and C~CH D Personal p p Health Services Director in matters of medical policy; b. advise C~CHD Health Director and ~JCHD Personal Health Services Director diva[ im lications of alternatives in clinical program functioning on the me p and management; c, at the re uest of t~CHD Health Director represent ~CHD, and negotiate an q .. behalf of UCHD, with respect to interagency relationships that involve medical expertise; d. advise and inter ret the regulatory requirements related to medical aspects of p C~CHD'S functions; e. ravide coordination far medical components of the Qutpatient Clinics of p C~CHD; f. advise and assist aCHD staff in epidemiological investigations; a7-U8 AGREEMENT Between UNC Schaaf of Medicine And orange County Health Department May ~1, 2aa7 Page ~ oi' 9 g• ' o common it ubl is health concerns d i redly and i n be responsive ~ y p consultation with CJCHD Health Director and oCHD Division Directors; ' CHD Health Director and CJCHD Persona! Health Services Director h. asslst~J . ' ishment of medical rocedures and qualitylquantity control n establ p . mechanisms; ' ff in data anal sis towards identification of public health 1. assist oCHD sta Y Concerns; . ' with C~CHD Health Director and 4CHD Division Directors on j. work formulation of responses to public health concerns; ' a! cation of medical rograms and services provided by QCH D, ~. assist with ev p includin recommendations for constructive change; g ' ontact and availabilit through on-site visits at oCHD and 1. maintain close c Y ne consultation to assist CJCHD in the discharge of oCHD pho responsibilities; ' ' ate in C~CHD Division Head management meetings and QCHD m, partic~p Division level meetings when requested and.appropriate; e Count Board of Health meetings when requested; n. attend C~rang y . ' l direction to school health programs in bath school systems o. provide medico , medical consultation to both school and CJCHD staff ~n Grange County and worki ng i n or with school health programs; . other miscellaneous duties as provided for in the agreement; p ve described res onsibilities through and with knowledge q. discharge the abo p , aforehand of C~CH D Health Director. ' s rovided b the Department shall include Clinical 3. The Medical Director Service p Y ' State and Federal uidelines and program rules far all Services i n compl iance with g ' ' ed b ~CHD including without limitation the following C~utpatlent Clinks conduct y , ' ' ~ it Plannin ~FP} Prenatal Care ~PNC}, Child Health CJCHD autpat~ent Cynics. Fam y g ADCJL Tuberculosis ~TB}, Sexually Transmitted Disease NCH}, Adolescent Health ~ }, ommunicable Disease Control ~GFN}, Adult Health Preventive STD}, general C . ' a Care PCB, The Clinical Services provided by the Services ~AHIH P}, and Prim ry ~ De artment shat l i ncl ode the fol lowi ng: p . a rove rotocols far Outpatient a. Collaboration with oCHD to develop and pp p enefit of the De artment, NCH D, and its prenatal Cl ~ n [CS, For the mutual b p and Settin slamiles-cas5eillLoca(Setting~lTemparary Internet Pi(e~1Ui,.K31UNC Family Medicine -Medical Director C:IDacuments g ~0~7-~8 revisian~ ~-~~-D7.doc 0708 RGRE~M~NT Between UNC School of Medicine Rnd orange County Health Department May ~1, ZOO7 page ~ of 9 ' al atients will be managed according to oCHD established patents, prenat p here rotocols will be reviewed annually and be consistent with protocols. T p at UNC De artment of oBIGYN and Family Medicine outlying protocols used p clinics. ' su envision of the nurse practitioners who are employees of b. Primary medical p , to i ncl ude on of n mon itori ng and evaluation of the medical acts C~CH D g g the nurse ractitianers; Regular individual meetings with the nurse performed by p ' " ill occur accordin to an agreed upon schedule to review records practitioners w g ' roblematic atients" Documentation will be recorded in the of h~gh~risk or p p r ' ' dicatin that a review occurred and noting any recommended patent record In g changes in the plan of care. ' of atients seen b new nurse practitioners of oCHD within c. Co-slgn~ng charts p Y ' warl<in da s for at least the first six months of their nurse practitioner five ~5~ g Y ' -to-face consultation on a weekly bans for the first month of practice, and face ' arse ractitioner ractice and at least monthly thereafter for the thei r n p p succeeding five months; ' 1 oCHD renatal records at ~~, 28 and ~~ weeks to assure that d. A rev i ew of a l p ' edical care is bein rovided, with a Maternity Chan Review form appropriate m g p completed at each interval. eti n s with clinical staff i n each site accord i ng to an agreed e. vlJeekly group me g u on schedule to discuss patient care and clinical operation issues. p s onsibilit for medical Residents and medical students working in f. Qverall rep y ' ' udin orientation su envision of practice and assurance of clinics incl g ~ p com 1 fiance with oCH D program and documentation requirements. p " ' f routine medical services during scheduled on-site times at oCHD g• Provision o ' inics includin documentation of Clinical Services provided per ~Jutpatient Cl g established C~CHD protocols; ' ultation visits to oCHD patients during on~site scheduled times at h. Medical cons ' Clinics medical consultation to oCHD nurse practitioners by (Jutpatient , the Medical Director is not on~site at oCHD outpatient clinics. telephone when • anon consultation for oCHD nurse~practitioners and other I. Continuing educ o include re ular informal consultation and periodic formal NCH D staff t g sessions as appropriate, ' edical consultation for primary care patients of oCHD: UNC ~, After hours m ' alth~ink ro ram rovides initial triage of after-hours calls as Health Care s H e p g p :1Documents.and Setting5lamiles-cassellllocal 5ettingslTemporary Internet ~ilesloLK31UNC i=amily Medicine -Medical Director C Zoo7`~08 revisions ~-Z8-o7.doc q7-OS ACR1=I±MFNT Between UNC school of Medicine And orange County Health Department May 21, 2gg7 Page 4 of 9 er fihe agreement afitached hereto and incorporated as exhibit A ~"after hours p rogram"~. The Department will provide Medical Director cansultafiian and p su ervision to QCHD clinicians ~3 FNPs} that provide after hours medical p ~ . consultafilon ion a rofiating basls~ for CJCHD clients referred by Health~lnk. The Medical Director shall also provide after~hours medical consultation for HealthL~ink referred QCHD clients fan a rotating basis} such thafi each of the ~ clinicians shall provide such after-hours medical consultation 1 weeklmonth. ~k. Discharge the above described responsibilities through and wifih knowledge aforehand of ~JCHD Healfih Director. ~, QCHD Qutpatient Clinics are operational during the normal business hours of S:DD A.M. to S:oD P.N1., Monday through Friday. 4n Wednesday, the clinics operate from ~D AM ~- 5 PM. in addition, one weekday per sifie the Qufipatienfi Clinics Tuesday ..Hillsborough; Thursday -Chapel Hill? operate on a flexible evening schedule ~i.e. 9.3D AM -~ 6:3D PM} to provide greater access to care. Outpatient Clinics may run beyond their scheduled time. In addition to the above~described activities Burin fihe after-hours program, the Department is responsible for medical g activities conducfied in the Outpatient Clinics in accordance with this agreement Burin fihe entiret of the hours specified in this paragraph. g y 5. The Department shall provide, at a m~nlmum, the equivalent of .7D Full Tlme E uivalent ~FTE7 personnel to carry out the Medical Director Services described in q .. .. this a reement, including the General Cansultafilon and Cl~n~cal Services ident~f~ed g above. said services will be provided primarily by the "Medical Director", or "back-u Department physician". The Medical Director shall be board certified in p .. ^ . Famil Medicine ar an equivalent cert~f~catlon. The Medical Director will report Y activities and services performed for QCHD as requested by QCHD Health Director. ~. The Chair of the Department shall, concurrent with fihe execution of this agreemenfi, designate fihe name of the Medical Director, and the names of four Department h sicians who will rofiafie as backup Department physicians, to be "available" to p y ~ . ^ r . . ^ r . rovide the General Consultation and Cl~n~ca) services dent~fled ~n this agreement. p a. The De artment and OCHD shall indicafie their mutual agreement to the p designation of the Medical Director and designated back-up Department h sicians available to be scheduled in the absence of the Medical Director by pY signing the "Designation of Med'rca) Director" attachment to this contract, Any than es in these designations will be mutually agreed to by fihe Chair ~af fihe g De artment and C~CHD Health Director. in the event fihat the Med~ca) D~rectar p o an desi Hated backup Department physician becomes unwilling or unable Y g to erform the duties required by this agreemenfi, the Department and C~CHD p shall ahem t to mutually agree upon replacement~s~. If such mutual agreement p is not achieved then this agreement shall terminate and any payment due as of the date of termination shall be paid as provided for in paragraph ~ 8 of this agreement. C:1Documents and Settingslamiles-cassellll*acal SettingslTempgraryInternet Filesl0(.K31UNCFamily Medicine -Medical Director 2gg7"-q8 revisions 6-2$-g7'.doc 47-~8 AGR~~M~NT Between UNC Schavf of Medicine And orange County Health Department May 21, Z0~7 rage ~ of 9 . Substitutions in the scheduling of the Medical Director or designated back-up b De artment h sician will be the responsibility of the Department in p pY . consultation with QCHD Health Director. Vacation leave, cont~nu~ng education and other assi nments requiring temporary back-up coverage will be r mutual l a reed ~ u on b the Chai r of the Department and QCH D Health Y g p Y Director. 7. 'cal Director or desi Hated back-up Department physician shall provide a fatal The Med~ g ~ Services on-site at C~CHD twent wtwa 2~ hours er week of the foregoing Clinical of ~ ~ ' Clinics or other sites as rovided therefor. Days and times and the identity of ~utpat~ent p r ersons scheduled to bean-site to provide this coverage on behalf of the the person o p artment wi l l be mutual l a reed to by the Department and C~CH D. Although the Dep y g " . ent is not re aired to rovide the attendance of a Medical Director or back-up Departm q p De artment h sician on the premises of UCHD outpatient facilities ar other sites p p y and ' ed therefor at other times access should be made available during other days proved times as sti Mated in this agreement. Substitute coverage by a back-up Department p ' " 's ex ected Burin vacations and other anticipated absences of the Medical phys~c~an ~ p g ' r or back-u De artment h sician originally scheduled to be available. The D~ recto p p p Y ' torordesi Hated back-u Department physician shall be responsible for Med~ca) D~rec g p ' in .C~CHD of schedule changes. !f attendance as scheduled of the Medical notify g ' ~ 'Hated back-u De artment hysicia~ is impassible dueto unremediable D~rectorordes~g p p p ' noes hone coven e of a designated backup Department physician must be circumsta , p g ' d nurse ractitioner charts Zvi ll be signed .by the appropriate designated provided an p t h sician or back u De artment physician on call within five X57 working Departmen p y p p s. In addition to the fore Ding described days and hours, at the request of QCHD day g . . ' the Medical Director or designated back-up Department phys~c~an will Health D~ rector, ' ~ `te medical su envision at.C~CHD outpatient Clinics or other sites provided provide on s~ p cessa Burin communicable disease incidents or other public health therefor, as ne ry, g 8 related emergencies. Director a desi Hated back-up Department physician shall be available six The Medical g . week far the followin : hone consultation during business hours and after- ~~~ hours er g p very e for clinical) anent issues, phone coverage for consultation and hours program co g p r communicable diseasele idemic control, emergency phone.consultation as d~rect~on fo p eded Burin non-business hours through a pager system, and direct administrative ne g ra h~. nsultative services as outlined in General Consultation Services ~Parag p ~ andlor co 9. artment will maintain current registration and licensure of the Medical The Dep ` or and desi Hated back-u Department physicians and shall provide copies to D~ rect g p . a endives to the. Deli nation of Medical Director attachment to .this QCH D as pp g ~~ , ~ ~-1~'' contract. e artment will assure that the Medical Director and designated back-up The D p . , ~ ~ ` ' and maintain cam fiance with OSHA guidelines Department physicians are in, p atitis ~ and TB status as well as He di l i p ng u nc bloodborne atho ens regarding p g . ' n of immunization a ainst measles, mumps, rubella and varicella. In documentatio g C.IDac 5ettin slamiles-cassellli.aca( Setting5lTemparary Internet File~la~K3lUNC i=ami[y Medicine -Medicaf Director uments and g • ~ ~p~7-~ 8 revisions 6-Z8-07.dac 07-OB AGRI:ENt~NT Between UNC school of Medicine And orange County Health Department May 21, 2~~7 ~'~~~ r' °~ ~ ~~ rt twill be responsible f ~~ ~• c~, y,,~ . ~ ~N `~' . ~ ~ i5. ~,~,~L J~ "~'FP f t~ ~' i1• t~l~y ,~ c~"'~ event of a bloodborne pathogen exposure, the Depa men the ' in follow-u according to its policies and procedures governing exposure for proved g p incidents` a ents to " es ansible far the negligence of its employees and g The Un~verslty wtfl be r p . rolina Tort Claims Act. Further, the University will the extent of the North Ca ' ' ' i insurance for the University and its personnel rov~de adequate professional l~ab~l ty p a reement. The insurance l~m~ts will be who rovide the services described In the g . p at the time the contract ~s ed in a Confirmation, of Insurance submitted scat commenced. . ' offer medical consultation in accordance with the apprapr~ate The Department will ' l standards and accepted methods and procedures. med~ca ~ l monthl ees to ~ a the De artment in return far the above services equa y C]CHD agr p Y p LLARS EVEN THCJUSAND SEVEN HUNDRED AND EIGHT DC~ ~nstall~nents of EL ~$ 1, 7o8} for a total of $140,96. " ~ D on a monthl bans with the first bill being dated The Unlvers~ty shall bill aCH Y . he Universit within thirty ~~p} days of receipt of Sul 1, 2oa7 and C~CHD shall pay t Y . y he bi l l i n shat (betaken ~ nto accou nt ~ n the University's bill. Any adjustments tot g ' ill ar as soon thereafter as reasonably practicable. the next succeeding b furnish all su lies, equipment, office space and a computer as CJCHD agrees to pp rate ' Director to include the Medical Director an all approp needed by the Medical ' ~ Bence and ubl~cat~ons necessary to appropriately conferences, meetings, correspon p Medical Director's duties within budgetary constraints. discharge the a of " a eriod of TWELVE ~~ ~~ months, from the ~ st d y This agreement shall run for p of une 2DO8. and shall be renewable annually duly, 2~~7, to the 3Dth day ~ hereafter a on written notice executed by both parties. t p time w~thaut malty by ' reement or its renewals may be terminated at any p Th ~ s ag ' rovided that the agreement is terminated either: either party p decal Director or n failure of the artier to agree on a replacement Me a. upo p " t to lacement desi Hated backup Department phys~c~an pursuan rep g aragraph G of this agreement; or p Lion furnished to the other party b. u an delivery of written notice of termini p . . at least ninety ~90~ days prior to termination. ' a meet due shall be prorated to the date of In the event of such terminat~on, any p y terminaton. l andlor a reel with the University that, in their educat~ona C~CH D hereby g CHD and the University will comply with such non employment practices, a . " ~ ~ ~ a be a livable to it in the .performance of this agreement. dlscrlm~nat~on laws as m y pp ide b ertinent rubs and regulations of QCHD, Urange The Department shall ab y p ' artment of Health and Human Services in the County, and the North Carolina Dep . ' he De artment and CJCH D shat 1 comply with conduct of service. The Un~vers~ty, t p ma be a livable in the performance of this agreement such confldentlallty laws as y pp N . ' ' storin rocessing ar otherwise dealing with and acknowledge that In recesving, g, p ' will safe ward and not further disclose the an ~~confldentEal Infarmatran, they g y Health insurance Portab~llty and information except as permitted by the ' slamiles-casselllLocal settingslTemporaryInternet >~ilesl0l.K31UNCFamily Medicine -Medical Director C.IDocuments and Setting ~~U7w08 revisions b-28-q7"dac 07-D8 AGREEMENT Between UNC 5c~oo! of Medicine And orange County Healti~ Department May 21, 207' Page 7 of 9 ' ' 96 publ is Law ~ 04-~ 9~, as amended, and the provisions of Accountabal~ty Act of 19 , ' ociate A reement which is attached hereto and incorporated herein the Business Ass g by reference. ~~ ~~ " ~ ~ e construed or i nter rued as creati ng a ~~` ,,~'. No rov~siEon of this agreement shall b p , p or C~CFD within the led e of the with and credit of the County of ~7range p g~ ~ ~ ~ ' ~ ' ' n of this a reement shall mean~n of any const~tut~onal debt l~m~tat~an. No provisio g g ued or inter retell as creating a delegation of governmental powers nor as be constr p endin ofthe creditof the County of Orange orQCHD within adonat~on by or a I g ' onstitution of the State of Forth Carali,na. This agreement shall the meaning of the C d i real or i nd i real or Conti ngently obl igate the County of Grange ar and does not y Y a menu be and those appropriated in the sole discretion of C~CND to make any p y Y r C~CI~ D for an fiscal ear i n wh i ch th i s agreement shat l be the County of Grange o Y Y ' deficienc 'ud ment may be rendered against the County of C]range ~n effect. No Y J g ' an action for breach of a contractual obligation under this agreement or C~CI~D ~n y ' over of the Count of Grange is not and may not be pledged and the taxing p Y ' ' directl or contin entl to secure any moneys due under this directly or in y g Y ~,~ agreement. ~' ement su ercedes an revious agreements between the parties ~ This afire p Yp ~n the matters a reed to herein. This agreement contains t e entire concern g g .. ' he artier and shall not be~altered, amended or mod~f~ed, except understanding of t p t in writin executed b the duly authorized officials of both parties. ~~ by an agreemen g Y ~~ ~ arolina shall overn the validity and interpretation of the ~ ,~. The laws of North C g ~ .. ravisions, terms, and conditions of this agreement. p uments and 5ettingslamiles-cassefilLocalSettingslTemporary Internet ~i[esloL.iC31UNC f=amily Medicine -Medical director C.1Doc 2~~7-~8 revisions 6-~8-Q7.doc ~7-08 AGREEMENT between UNC Schaaf of Ivle~icine And orange Caunty Health Department May Z1, 2D07' Page S of ~ w~TNESS 1NHEREC~F the ar~ies have hereunto signed this agreement in their official N p capacities of the day and year listed below. FaR AND aN BEHALF aF ~ FaR AND aN BEHALF aF GRANGE CaUNTY HEALTH DEPARTMENT THE UNIVERSITY aF NaRTH CARaLINA Rosemary L. S me ,MPH, DrPH Health Direct r AT CHAPEL HILL David .Perry Vice-Chancellor for Finance and Administration DATE: ~~ DATE Vllarren P. Net D Chair, Family ~1~ledicine DATE: Illlilliam L~ oiler, MD,1VI H Dean, 5c 1 of edicine DATE: ~' ~ w~~ FaR AND aN BEHALF aF THE CaUNTY aF aRANG,E v _. Moses Carey ~ r., Chai r Grange County Board of omr~issioners DATE:~~ 1v GRANGE CaUNTY FINANCE DIRECTaR: "This instrument has been re-audited in the manner required by the Local Government p Bud et and Fiscal Control Act." g ~..-- DATE: ~ ~ p lien havious Finance Director C:1Dacuments and 5ettingslamilesMcasse111Lacaf Setting5lTemparary Internet Fifesla~K31UNC Family Medicine -Medical Director ZDa7-~8 revisions 6w28-07.dac 07'-O8 AG~~M~NT between UNC school Df Medicine And Orange County Health Department May 2~, ~~~7 ~age9of~ Designa~ivn of Medical Director . Attachlment to Contract between the Department of Family Medicine, University of North Carolina, school of Medicine and the grange County Health Department for July 1, 2U~7 through June ~0, .008. The following physicians are designated by the Department of Family Medicine to fulfill the terms of the attached contract: Michael Fisher, IV1D Medical Director Lauren Lin le 1vID Physician Ilia 1Nilliams 11~1D Physician Martha Carlou h MD Physician Andrew manna el NlD Physician Clark Dennison MD Physician Copies of current registration and licensure for these physicians are attached. signed: Warren N2w~~,1a1 Department of Fam i I Medicine 7 iz o 7 Date Agreed: - .~-~~ Rosemary S mers, Health Director Orange Co ty Health Department Date C.1Docum~nts and 5ettingslamiles-cassellli.ocal SettingslTemporary fnternet Files10~K31UNC 1"amily Medicine -Medical Director ~~~7-~$ r~VIS1Dr1s ~i-~$-07.doC BUSINESS ASSOCIATE AGREEMENT This A regiment is made effective the ~~~ Day of July, 2007', by and between Grange County 9 Government Health De artment, hereinafter referred to as "Covered Entity", and UNC Department of Family~~ • • ~ p sociate " individuall , a "Party" and collectively, the Parties }. Medicine, hereinafter referred tv as Business As , ~ Y w~T~~iw~~~T~ ^w VvHEREAS Sections 26~ through 264 of the federal Health Insurance Portability and Accountability Act of ~ 996 Public Law ~ 04-~ 9~, known as "the Administrative Simplification provisions," direct the Department o ~lth and Human Services to develop standards to protect the security, confident~al~ty and integrity of heap He information; and vIVHEREAS ursuant to the Administrative Simplification provisions, the Secretary of Health and Human ~p Services has issued regulations modifying 45 CFR Parts X69 and X64 4the "HIPAA Privacy Rule }; and v11HEREAS, the Parties wish to enter into ar have entered into art arrangement whereby Business date wil! rovide certain services to Covered Entity, and, pursuant to such arrangement, Business Associate Asso p ,~ ~ _~ d Entit as defined in the HIPAA Privacy Rule the may be considered a business associate of Covere~~ y ~ een the a regiment evidencing such arrangement is entitled Agreement for Medical Director Services Betw g ant of Gran a Health De artment and the Department of Family Medicine, University of North Carolina at Ca y g p l Hill "dated Jul ~ 2007~June 30, 2008, and is hereby referred to as the "Arrangement Agreement }, and Chape y , v1tHEREAS Business Associate may have access to Protected Health Information has defined below} in fulfilling its responsibilities under such arrangement; THEREFGRE inconsideration of the Parties' continuing obligations undertheArrangementAgreement, e Parties a ree to the revisions of this Agreement in order to address the requirements of the HIPAA nvacy th g p Rule and to protect the interests of bath Parties. DEFINITIGNS Exce t as otherwise defined herein, terms used in this Agreement shall have the same meaning as those terms p set forth in the HIPAA Privacy Rule. II. CGNFIDENTIALITYRFQUIREMENTS ~a} Buslrress Associate sv~a1l. muted or re aired ~i} use or disclose any protected health information solely as per q b this A regiment, the Arrangement Agreement cif consistent with this Agreement and the H1PAA y g Privacy Rule}, or as required bylaw. ' es rotected ii ensure that its agents, including a subcontractor, to whom it proved p ~ } ssvciate on behalf of Covered Entity, health information received from or created by Business A a rees to the same restrictions and conditions that apply to Business Associate with respect to g such information. In addition, Business Associate agrees to take reasonable steps tv ensure that its em to ees' actions or omissions do not cause Business Associate to breach the terms of this pY Agreement; iii im lament appropriate safeguards to prevent use or disclosure of protected ~ } p N this A regiment• health information other than as permitted or required by g , iv permit the Secretary of Health and Human Services to audit Business • ~ _~ ~ are of rotected health infarmat~on to Associate s records and practices related to use and disclas p ensure Covered Entity's compliance with the terms of the HIPAA Privacy Rule; v report to Covered Entity any use or disclosure of protected health information ~ } meat of which it becomes aware; and which is not in compliance with the terms of this Agree ' UNC FM Page ~ of 4 o7-os ocB~ with Zvi} mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use yr disclosure of protected health information by Business Associate in violation of the requirements of this Agreement. b Natwithstandin the prohibitions set forth in this Agreement ar the Arrangement ~ } g ~ ~ ratected health information . Agreement, Business Associate may use and disclose p as follows: ~i} if necessary, for the proper management and administration of Business Associate or ta~ carry out the legal responsibilities of Business Associate, provided that as to any such disclosure, the following requirements are net: ~A} the disclosure is required bylaw; or ~B} Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will beheld confidentially and 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 of the information has been breached; iii} for data aggregation services, if such services are tv be provided by Business Associate far the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship, 111. AVAILABILITY 4F PRCJTECTED HEALTH 1NFaRMATIC~N Business Assocla~e shall: a at the re nest of Covered Entity, provide access to protected health information in a designated ~ } q an individual in a time and manner sufficient to record set to Covered Entity or, as directed by Covered Entity, to , permit Covered Entity tv comply with the requirements of 45 CFR X64.524. e uest of Covered Entit or an individual, make any amendments} to protected health fib} at the r q Y information in a designated record set that are directed by or agreed to by Covered Entity, in a time and manner sufficient to permit Covered Entity to comply with the requirements of 45 CFR 64.526. disclosures of ratected health information and information related tv such disclosures ~c} document p in a manner sufficient to permit Covered Entity to respond fio a request by an individual for an accounting of disclosures of rofiected health information in accordance with 45 CFR ~ 64.528 and provide such documentation p to Covered Entity or an individual as directed by Covered Entity. IV. TER1vIINATl4N a Term: This Agreement terminates when the Arr~ngemenfi Agreement terminates or as provided ~} in Paragraph 1V. b. below ~terminativn for cause}, . b Termination for cause; Upon Covered Entity's knowledge of a material breach by Business . ~ } ~ ~~ Associate, Covered Entity shall either: i} provide an opportunity far Business Associate to cure the breach or end the ~ d the violation within the time violation or, if Business Associate does not cure the breach or en s ecified by Covered Entity, terminate this Agreement and the Arrangement Agreement; or p ii immediately terminate this Agreement and the Arrangement Agreement if ~ } ~ ement and cure is not ~ ossible. Business Associate has breached a material term of this Agre p c , Return or destruction of protected health information: At termination of this Agreement, the ~ } ~ the business relat~ansh~ of the Parties}, yr upon Arrangement Agreement for any s~mlar documentat~an of p re uest of Covered Entity, whichever occurs first, Business Associate shall; q e with uNC FM Page ~ of 4~ ~7W08 CSC AA ~i} if feasible, return or destroy all protected health information received from or created or received by Business Associate an behalf of Covered Entity that Business Associate still .maintains in any form. Business Associate shall only destroy protected health information with the written approval of Covered Entity. After return or destruction, Business Associate shall retain nv copies of such information. iii} if return or destruction is not feasible, Business Associate will provide Covered Entity with documentatian explaining -the reason that it is not feasible. if the protected health information is not returned ar destroyed, Business Associate will extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information nat feasible. ~d} Survival: The obligations of Business Associate under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the Arrangement Agreement andlor the business relationship of the parties, and shell continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. V. Il~ISCELLANEDUS ~a} All protected health information that is created or received by Covered Entity and disclosed or made available in any farm, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created yr received by Business Associate on Covered Entity's behalf shall be subject to this Agreement. fib} A reference in this Agreement to a section in the 1~11PAA Privacy Rule means the section as in effect or as amended. ~c} In the event of an inconsistency between the provisions of this Agreement including definitions} and mandatory provisions of the HIPAA Privacy Rule, as amended, the NIPAA Privacy Rule shall control. Where provisions of this Agreement are differentthan these mandated in the HIPAA Privacy Rule, but are nonetheless permitted by the HIPAA Privacy Rule, the provisions of this Agreement shall control. ~d} Except as expressly stated herein or the HIPAA Privacy Rule, the parties to this Agreement do not intend to create any rights in any third parties. fie} This Agreement may be amended ar modified only in a writing signed by the Parties. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. 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 far the purposes of effecting the pravisians of this Agreement and any other agreements between the Parties evidencing their business relationship. (fl This Agreement will be governed by the laws of the State of North Carolina. fig} No change, waiver ar 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, yr shall prohibit enfarcementofany obligation, on any other occasion. h The parties agree that, in the event that any documentation of the arrangement pursuant to which 43 Business Associate provides services to Covered Entity contains pravisians relating to the use or disclosure of protected health information that are more restrictive than the pravisians of this Agreement, the provisions of the more restrictive documentation will control. ~i} In the eventthat any provision ofthis Agreement is held by a courtvf competent jurisdiction to be invalid or unenforceable, the remainder ofthe provisions ofthis Agreement will remain in full force and effect. a~-os ocBA~ with uNC ~~ Page 3 0~`4 ~3 The headings in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. IN WITNESS vVNEREOF, the Parties have executed this Agreement as of the day and year written above, COVERED ENTITY; ~ BUSINESS ASSOCIATE; By: By; ~' ~~ rn . ]i$oper, ~ llea , S ool of l~edic~ne Title: ~ ~ ~ Tale, airs .~ 0708 oCgAA with UNC FM Pale 4 of 4