Loading...
HomeMy WebLinkAbout2011-104 EMS - UNC Healthcare Systems interfaces with EMS' ECG Monitors & Consultants.~-io~ ~ ire 3 AGREEMENT This Agreement, entered into as of the 29th day of April, 2011, between UNC Health Care System, with offices at 101 Manning Drive, Chapel Hill, NC (herein called "UNC HCS"), and Orange County, by and through its Emergency Services Department, ("OCEM"), with offices located at 510 Meadowland Drive, Hillsborough, NC 27278 (herein called "County") (all collectively referred to as "PARTIES"), confirms the understanding of both parties pertaining to the contractual relationship set forth herein. I. UNC HCS' RESPONSIBILITIES. UNC HCS shall provide the following to County during the term of this Agreement: Pay the County's annual subscription to LifeNet, at the rate of $4330.00/year for three years, beginning January 1, 2011. 2. Pay the expense for the County's annual data plan to enable OCEMS' existing LifePak monitors to communicate with the LifeNet system at a cost of @210.00/month for a three year period beginning January 1, 2011. 3. Provide Multi-tech modems to County at a cost of five hundred dollars ($500) each for fourteen (14) LifePaks for a total expense of seven thousand dollars ($7,000). These modems will be considered the property of UNC HCS during the term of the Agreement and will be labeled accordingly. Upon termination of this Agreement, the modems will become the property of the County. The modems will be provided "AS IS" with no warranty is expressed or implied. 4. UNC agrees to repair the velocitor modem at their own expense during the term of this Agreement. II. COUNTYS' RESPONSIBILITIES. County agrees to send pre-hospital EKG's of STEMI's to UNC HCS upon implementation of the LifeNet System. Upon the establishment of the MUSE interface, OCEMS agrees to send all pre-hospital EKG's to UNC HCS using the interface. 2. OCEMS will replace the modems if damaged, lost, destroyed or stolen at OCEMS' expense. If the County desires to have a separate License Agreement with Physio Control, they will obtain the right to use the LifeNet system at their own expense. III. CLIENT/AGENCY RELATIONSHIP. This Agreement is an agreement between two separate, independent entities, and is not under any circumstances whatsoever to be deemed, nor is it the intent of the parties hereto, to be construed as a joint venture or partnership. IV. TERMINATION OF AGREEMENT. In the event either of the parties to this Agreement should desire or elect to terminate this contractual Agreement at any time without cause, or in the event that either party should find it impractical to continue said relationship, it is specifically agreed by both of the said parties that either party can notify the other party in writing of their desire to terminate this Agreement. The said written notice shall be effective ninety (90) days after the notice is given. If this Agreement is terminated for cause, the termination will be effective thirty (30) days from the date notice of breach is received by the breaching party if that breach. is not corrected within that 30 day cure period. V. OWNERSHIP AND DISPOSITION OF PROPERTY AND MATERIALS. All property and licenses paid for by UNC HCS under this Agreement shall be the property of UNC HCS. Upon termination of this Agreement, all such property and licenses shall be transferred to the County within thirty (30) days of the termination or expiration of this Agreement. VI. EFFECTIVE DATE OF THIS AGREEMENT. This Agreement shall be effective January 1, 2011, and shall expire on December 31, 2013 unless terminated by either party in accordance with the provisions of Paragraph IV herein. VII. SOLE AGREEMENT. All Agreements between the parties are set forth in this Agreement and, further, both parties to this Agreement confirm that there are no oral understandings other than those expressed herein. VIII. CONFIDENTIALITY. UNC HCS AND County Confidential Information Protected by Law. For purposes of this Agreement, either UNC HCS or the County's "confidential information" shall include certain classes of information whose confidentiality UNC HCS and the County are obligated by federal or state law to protect, including patient information and employee information of which either UNC HCS or the County are custodian. The Parties agrees to hold each other's confidential information in strictest confidence and (a) to only use the other Parties confidential information disclosed to it solely for the purpose required in connection with the business relationship of the parties as expressed in this Agreement; (b) not to disclose any of the other Parties confidential information to any person or entity other than its agents, employees, or representatives who have a need to know such information and in accordance with the provisions of this Section and in accordance with either UNC HCS or County's obligations under state and federal law; (c) not to reproduce, distribute, or otherwise disseminate UNC HCS or the County's confidential information; and (d) to return the Parties confidential information to the other upon its request or upon the termination of this Agreement, whichever occurs first. The Parties agree to incorporate all of the confidentiality protections described in this Section into all contracts it enters into with third parties for purposes of carrying out its obligations under this Agreement. The Parties agree that its obligations regarding the other Parties confidential information shall be made known to and honored by its agents, employees, and representatives; by its third-party contractors and their agents, employees, and representatives. The Parties agree to require each of its employees or agents who have access to confidential information to retain the other Parties confidential information in strict confidence. Indemnity. The Parties agree to indemnify and hold harmless each other, their affiliates, officers, and directors, from any costs, claims, liability or damage, including attorneys' fees and court costs that are caused by or arise out of any disclosure of confidential information by the Parties or any of its employees, agents, and representatives, or by any of the entities referenced above in this paragraph to the extent provided by law. County agrees that it may be considered a "business associate" of tJNC HCS under HIPAA and agrees to execute L1NC HCS' Business Associate Agreement attached hereto and made a part hereof, and included as Attachment 1. The obligations of the Parties their employees, agents, and representatives under this Section shall survive the expiration, termination, or cancellation of this Agreement and/or the business relationship of the parties, and shall continue to bind these entities. Except under the conditions specified in this Section, confidential information shall not be disclosed at any time following the execution of this Agreement. IX. SEVERABILITY. In the event that a party waives any provision of this Agreement, it will not be deemed to have waived that provision at any other time or to have waived any other provision. X. WAIVER. In the event that a party waives any provision of this Agreement, it will not be deemd to have waived that provision at any other time or to have waived any other position. XI. AMENDMENTS. This Agreement may be amended only by written amendments duly execute by UNC HCS and County. XII. ASSIGNMENT. Neither party may assign this Agreement without the written agreement of the other party. XIII. ADVERTISING. The Parties shall not use the award of this Agreement or its participation in this Agreement as part of any news release or commercial advertising without the prior written consent of the other Party. XIV. GOVERNING LAW. This Agreement is made under and shall be governed and construed in accordance with the laws of the State of North Carolina. XV. COMPLIANCE WITH LAWS. The Parties shall comply with laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business and the performance of this Agreement, including those of federal, state, and local agencies having jurisdiction and/or authority. XVI. MEDICARE RECORD ACCESS. In compliance with Title 42 U.S.C. section 1395x(v)(1)(I) and its implementing regulations, the Parties agrees, until the expiration of four (4) years after the Services are furnished under this Agreement, to allow the Secretary of the Department of Health and Human Services and the Comptroller General access to this Agreement, and to the books, documents, and records of the Parties necessary to verify the nature and extent of the costs of this Agreement. The County agrees that if any of the duties of this Agreement are carried out by a subcontractor such subcontract shall contain a clause to the effect that, until the expiration of four (4) years after the Services are furnished under such subcontract, the Secretary of the Department of Health and Human Services and the Comptroller General shall have access to such subcontract and to the books, documents and records of the subcontractor necessary to verify the nature and extent of the costs of such subcontract. XVILACCESS TO PERSONS AND RECORDS. The State Auditor and the using agency's internal auditors shall have access to persons and records as a result of all contracts or grants entered into by State agencies or political subdivisions in accordance with North Carolina General Statute 147-64.7 and Session Law 2010-194, Section 21 (i.e., the State Auditors and internal auditors may audit the records of County during the term of this contract to verify accounts and data affecting fees or performance). XVIILEQUAL EMPLOYMENT OPPORTUNITY. During the performance of this Agreement, the Parties agrees to comply with all Federal, state and local laws respecting discrimination in employment and non-segregation of facilities including, but not limited to, requirements set out at 41 CFR §§60-1.4, 60-250.5 and 60-741.5, which equal opportunity clauses are hereby incorporated by reference. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year written above. UNC HEALTH CARE SYSTEM Signature: Name: Chuck Mauro ORANGE CO Signature: Name: Frartlc Clifton, fir. Position: Manager of Materials Management Date: ~ ~~~1 1 Position: County Manager Date: s' (Z " Attachment 1 BUSINESS ASSOCIATE AGREEMENT This Agreement is made effective the 29th of April, 2011, by and between UNC Health Care System, hereinafter referred to as "Covered Entity", and Orange County, hereinafter referred to as "Business Associate", (individually, a "Party" and collectively, 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, Public Law 104-191, 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 has issued regulations modifying 45 CFR Parts 160 and 164 (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 arrangement, Business Associate may be considered a "business associate" of Covered Entity as defined in the HIPAA Security and Privacy Rule. 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 Arrangement 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. DEFINITIONS Except as otherwise defined herein, any and all capitalized terms in this Section shall have the definitions set forth in the HIPAA Security and Privacy Rule. 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. The term "Protected Health Information" means individually identifiable health information including, without limitation, all information, data, documentation, and materials, including without limitation, demographic, medical and financial information, that relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. "Protected Health Information" includes without limitation "Electronic Protected Health Information" as defined below. The term "Electronic Protected Health Information" means Protected Health Information which is transmitted by Electronic Media (as defined in the HIPAA Security and Privacy Rule) or maintained in Electronic Media. 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. CONFIDENTIALITY AND SECURITY REQUIREMENTS (a) Business Associate agrees: (i) to use or disclose any Protected Health Information solely: (1) for meeting its obligations as set forth in any agreements between the Parties evidencing their business relationship, or (2) as required by applicable law, rule or regulation, or by accrediting or credentialing organization to whom Covered Entity is required to disclose such information or as otherwise permitted under this Agreement, the Arrangement Agreement (if consistent with this Agreement and the HIPAA Security and Privacy Rule), or the HIPAA Security and Privacy Rule, and (3) as would be permitted by the HIPAA Security and Privacy Rule if such use or disclosure were made by Covered Entity; (ii) to account for certain disclosures of Protected Health Information as required by Section 164.528 of the HIPAA Security and Privacy Rule. A copy of Covered Entity's policy regarding accounting of disclosures is available at http~//www.med.unc.edu/security/hipaa/documents/d13.pdf ; (iii) to provide appropriate HIPAA training to its personnel within thirty days of the date of this agreement as follows: (1) general HIPAA training for all of Business Associate's personnel, and (2) Business Associate will compare the UNC HCS policies and procedures outlined in the training materials to the general HIPAA training provided by the Business Associate to its personnel, and, if there are material differences, will train all of its personnel who service the UNC HCS account on those different policies/procedures. (Business Associate may obtain a copy of the UNC HCS training materials at http~//www unchealthcare.org/site/hipaa Internet); (iv) at termination of this Agreement, the Arrangement Agreement (or any similar documentation of the business relationship of the Parties), or upon request of Covered Entity, whichever occurs first, if feasible, Business Associate will return or destroy all Protected Health Information received from or created or received by Business Associate on behalf of Covered Entity that Business Associate still maintains in any form and retain no copies of such information, or if such return or destruction is not feasible, 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; and (v) to ensure that its agents, including a subcontractor, to whom it provides Protected Health Information received from or created by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply to Business Associate with respect to such information, and agrees to implement reasonable and appropriate safeguards to protect any of such information which 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. (b) Notwithstanding the prohibitions set forth in this Agreement, Business Associate may use and disclose Protected Health Information as follows: (i) if necessary, for the proper management and administration of Business Associate or to 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; or (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 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; (ii) for data aggregation services, if to be provided by Business Associate for the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship. For purposes of this Agreement, data aggregation services means the combining of Protected Health Information by Business Associate with the protected health information received by Business Associate in its capacity as a business associate of another covered entity, to permit data analyses that relate to the health care operations of the respective covered entities. (c) Business Associate will implement appropriate safeguards to prevent use or disclosure of Protected Health Information other than as permitted in this Agreement. Business Associate will implement administrative, physical, and technical safeguards that 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. (d) The Secretary of Health and Human Services shall have the right to audit Business Associate's records and practices related to use and disclosure of Protected Health Information to ensure Covered Entity's compliance with the terms of the HIPAA Security and Privacy Rule. (e) Business Associate shall report to Covered Entity (see Exhibit A) any use or disclosure of Protected Health Information which is not in compliance with the terms of this Agreement, as well as any Security Incident, of which it becomes aware within 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. In addition, 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 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 indemnify and hold harmless Covered Entity for any injury or damages arising from any noncompliance or Security Incident attributable to the negligence of Business Associate, including the failure to execute the terms of this Agreement. AVAILABILITY OF PHI Business Associate agrees to make available Protected Health Information to the extent and in the manner required by Section 164.524 of the HIPAA Security and Privacy Rule. Business Associate agrees to make Protected Health Information available for amendment and incorporate any amendments to Protected Health Information in accordance with the requirements of Section 164.526 of the HIPAA Security and Privacy Rule. In addition, Business Associate agrees to make Protected Health Information available for purposes of accounting of disclosures, as required by Section 164.528 of the HIPAA Security and Privacy Rule (see Section II(a)(ii) above). IV. TERMINATION Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the Arrangement Agreement immediately if Covered Entity determines that Business Associate has violated any material term of this Agreement. If Covered Entity reasonably believes that Business Associate will violate a material term of this Agreement and, where practicable, Covered Entity gives written notice to Business Associate of such belief within a reasonable time after forming such belief, and Business Associate fails to provide adequate written assurances to Covered Entity that it will not breach the cited term of this Agreement within a reasonable period of time given the specific circumstances, but in any event, before the threatened breach is to occur, then Covered Entity shall have the right to terminate this Agreement and the Arrangement Agreement immediately. V. MISCELLANEOUS Except as expressly stated herein or the HIPAA Security and Privacy Rule, the parties to this Agreement do not intend to create any rights in any third parties. The obligations of Business Associate under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the Arrangement 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. This Agreement may be amended or 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 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. The parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of Protected Health Information which are more restrictive than the provisions of this Agreement, the provisions of the more restrictive documentation 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. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full force and 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 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, 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. The parties acknowledge that the American Recovery and Reinvestment Act of 2009 ("ARRA") requires the Secretary of Health and Human Services to promulgate regulations and interpretative guidance that are not available at the time of executing this Business Associate Agreement. In the event Covered Entity determines in good faith that any such regulation or guidance adopted or amended .after the execution of this Business Associate Agreement shall cause any paragraph or provision of this Business Associate Agreement to be invalid, void or in any manner unlawful, or shall subject either party to penalty, then the parties agree to renegotiate in good faith to amend this Business Associate Agreement to comply with the change in law, regulation or interpretative guidance. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: BUSINESS ASSOCIATE: Printed Name: Chuck Mauro By: Printed Name: ~v Title: Manager of Materials Management Title: ~ , Date: ~ ~ib l ~J Date: S ~ ~2 - ~~ EXHIBIT A CONTACT INFORMATION To report to Covered Entity any use or disclosure of Protected Health Information which is not in compliance with the terms of this Agreement which 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 the Security Officer at the applicable entity: The University of North Carolina at Chapel Hill The University of North Carolina Hospitals The University of North Carolina Physicians & Associates Rex Healthcare, Inc. (including Rex Hospital, Inc.) If Business Associate is uncertain about the proper entity to contact, it should call the University of North Carolina Health Care System Hotline number: (919) 843- 2233.