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HomeMy WebLinkAbout2011-414 Health - UNC Hospital - Interim Health Director Service AgreementNORTH. CAROLINA ORANGE COUNTY Interim Health Director Service Agreement This Service Agreement (hereinafter "Agreement"), made and entered into this the 24~' day of May, 201 1, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") on behalf of the Orange County Board of Health (hereinafter, "Board") and The University of North Carolina at Chapel Hill on behalf of its School of Public Health (hereinafter, the "University"). WITNESSETH: That the County and University, in accordance with Article 10 of Chapter 126 of the NC General Statutes ("Interchange of Governmental Employees") and for the consideration herein named, do hereby agree as follows: 1. Services a. Scone of Work. i) This Agreement is for services to be rendered by an employee of the University to the County for services of an Interim Health Director for Orange County, North Carolina, as provided below in Section 3, Basic Services. ii) By executing this Agreement, the University represents and agrees that University is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the University for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the University a. Services to be provided. The University shall provide the County with all services required in Section 3 within the time period set forth herein and in accordance with the standards applicable to North Carolina local health departments. ' b. Standard of Care. i) The University shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the standards applicable to North Carolina local health departments and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. ii) The University shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior Revised May 2011 ~ {00046427.DOC} written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iii) University is an independent contractor of County. Any and all employees of the University engaged by the University in the performance of any work or services required of the University under this Agreement, shall be considered employees or agents of the University only and not of the County, and any and all claims that may or might arise under any workers compensation or other similar law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the University. iv) University agrees that University, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of University's services under this Agreement. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials University represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. The Basic Services to be rendered pursuant to this Agreement are as follows: i) General Interim Health Director Services. The services provided by the University's employee shall be as the Interim Health Director, exercising all statutory rights, privileges, and duties of the postion, at the direction of the Orange County Board of Health including, but not limited to the following: (1) Responsibilities established under N.C. Gen. Stat. § 130A-41; and (2) Duties provided in the Health Director Job Description, which is attached to this Agreement as Exhibit A, and is hereby incorporated herein; and (3) Other duties as assigned by the Orange County Board of Health ii. Key Personnel. The services of the Interim Health Director shall be provided by Dorothy Cilenti, an employee of the University, who is designated as Key Personnel under this Agreement. There shall be no substitution of Key Personnel without the express written consent of the Orange County Board of Health. iii. Relationship of the Parties. Orange County shall contract with the University for the services of Key Personnel, identified above, for an interim appointment as the Orange County Health Director while the Orange County Board of Health conducts the recruitment and selection of a permanent Health Director. University acknowledges that there have been no representations made to either the University or Key Personnel that the Key Personnel will be appointed or Revised May 2011 2 {00046427. DOC} employed in a permanent position with the County; or that key personnel will receive any fringe benefits typical of a permanent employment with the County. During the teen of this Agreement Key Personnel shall remain the employees of the University. 4. Duration of Services a. Term. The term of this Agreement shall be from May 24, 2011 to August 30, 2011, and may be extended for up to an additional ninety (90) days upon written notification executed by both parties. b. Scheduling of Services. Key Personnel shall provide the following scheduling of services: i) Conduct services onsite at the Orange County Health Department four days a week (The University's employee will observe the University's holiday schedule). ii) Be available to respond to public health emergencies by phone or pager 24 hours a day, seven days a week. iii) Respond in person to public health emergencies, as determined jointly by the Chair of the Board of Health and the Key Personnel. iv) Attend monthly Orange County Board of Health meetings and Orange County Board of Commissioner meetings as needed. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services described in section 3 shall include all compensation due the University from the County for all services under this Agreement, including mileage of Key Personnel. There are no additional reimbursable expenses included in this Agreement. The County shall reimburse the University on a monthly basis for eighty percent of the salary, fringe benefits and health insurance of Key Personnel, which amounts to nine thousand two hundred seventy-one dollars and 20/100 per month ($9,271.20), reduced proportionately on a daily basis for any portion thereof. In addition, the County will pay a lump sum for mileage in the amount of four hundred and fifty dollars ($450) per month, reduced proportionately on a daily basis for any portion thereof. The maximum amount payable for Basic Services shall not exceed thirty-four thousand twenty-five dollars ($34,025) payable in equally monthly installments. b. Invoice. The University shall invoice OCHD on a monthly basis with the first invoice being dated June 1, 2011 for the period May 24, 2011 through May 31, 2011. c. Payment for Basic Services. Payment for Basic Services shall become due and payable within thirty (30) days of University properly invoicing the County. Any adjustments to the invoice shall be taken into account in the next invoice or as soon thereafter as reasonably practicable. Payment shall be subject to provisions of Section 5(e). d. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should University fail to perform its .duties. under the terms of this Agreement, County may, without fault or penalty, withhold any Revised May 2011 3 {00046427. DOC} payment associated with the work to be performed until such time as said work is completed. e. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by University unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated the Interim Health Director, to act as the County's representative and the Interim Health Director shall have the authority to render decisions within guidelines established by the Board of Health and shall be available during working hours as described in section 4 b as often as may be reasonably required to render decisions and to furnish information. b. Equipment and Sup In ies. OCHD agrees to furnish all supplies, equipment, office space and a computer as needed by the Interim Health Director; to include the Interim Health Director in all appropriate conferences, meetings, correspondence and publications necessary to appropriately discharge the Interim Health Director's duties within budgetary constraints. 7. Insurance a. General Requirements. The University will be responsible for the negligence of its employee and agents working under this Agreement to this extent of the North Carolina Tort Claims Act. Further, the County shall provide adequate professional liability insurance, if needed, for the University and its personnel who provide services described in this Agreement. The insurance limits will be stated in a Certificate of Insurance submitted at the time this Agreement is commenced. The professional liability insurance shall cover personal injury and property damage claims arising out of or related to the performance under this Agreement by the persons designated as Interim Health Director under this Agreement in the amount of at least $1 million, per occurrence, $2 million aggregate but no less than the amount of coverage that the County customarily provides for its health director. b. Evidence of Insurance. Evidence of such insurance shall be furnished to the University, together with evidence that each policy provides the University with not less than thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. 8. Indemnity. a. Indemnity. The University will be responsible for the negligence of its employees and agents to the extent of the North Carolina Tort Claims Act. Notwithstanding the foregoing, the County shall indemnify the University for any claims arising out of the provision of services by the University's employee without regard to whether the claim is covered by the NC Tort Claims Act. It is the intent of this provision to require the County to indemnify the University to the fullest extent permitted under North Carolina law. Revised May 2011 4 {00046427. DOC} 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the University. The University shall proceed to perform the services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon fourteen (14) days written notice to the University. b. Termination by Either Party. This agreement or its renewals may be terminated at any time without penalty by either party provided that the agreement is terminated upon delivery of written notice of termination furnished to the other parry at least fourteen (14) days prior to termination. c. Other Termination. The University may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The University shall give the County fourteen (14) days written notice of its intent to terminate this Agreement for cause. d. Compensation After Termination. i) In the event of termination, the University shall be paid that portion of the fees and expenses that it has earned to the date of termination. ii) Should this Agreement be terminated, the University shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the University with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assi ent. The County and the University each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the University shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Revised May 2011 5 {00046427. DOC} c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. d. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the University and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. e. Nondiscrimination. The County hereby agrees with the University that, in their educational and/or employment practices, County and the University will comply with such state and federal non-discrimination laws as may be applicable to it in the performance of this agreement. f. Conduct of Service. The University shall abide by pertinent rules and regulations of OCHD, Orange County, and the North Carolina Department of Health and Human Services in the conduct of service. g. Confidentiality. The University and the County shall comply with such confidentiality laws as may be applicable in the performance of this 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 Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended, and the provisions of the Business Associate Agreement which is attached hereto and incorporated herein by reference. h. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. i. Non-Appropriation. University acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to University of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Revised May 2011 6 {00046427. DOC} Agreement shall automatically terminate without penalty to County upon written notice to University of such limitation or change in County's legal authority. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Health Department Attention: Chair, Board of Health P.O. Box 8181 Hillsborough, NC 27278 University c/o Kathy Cheek NCII'H, UNC-CH, CB# 8165, Chapel Hill, NC 27599 TN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUN Y: UNIVE TY: By: By: .~(/~ Fr W. Cli on, Jr., County Manager Richard Mann, V ce hancellor Orange Co ty, North Carolina for Finance and Administration T 's instrument has been approved as to technical content. Rosemary S ers, Department Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. tel. ~~- ,U' /1'Y~- Clarence G. Grier, Finance Director This ' s ent has been approved as to form and legal sufficiency. Annett oore, Staff Attorney Revised May 2011 7 {00046427. DOC} EXHIBIT A ORANGE COUNTY, NORTH CAROLINA JOB DESCRIPTION CLASS TITLE: HEALTH DIRECTOR HEALTH DEPARTMENT GENERAL STATEMENT OF JOB CLASS CODE: 3105 FLSA: EXEMPT Under limited supervision, performs professional, administrative, and supervisory work in planning, developing, implementing, and directing programs of .the Health Department. Work involves serving as a leader among health and human service agencies to assure that the public's health is protected and that community health needs and problems are identified and met through concerted efforts of environmental agencies and health and human service providers; managing the Orange County Health Department by establishing strategic directions, planning, and evaluating work, organizing and assigning work to divisions, policy development, oversight of budget and financial matters including contract negotiations, directing human resource management, including hiring and firing all staff, securing resources for the department's work, coordinating services with other departments, and directly supervising senior managers; directing and engaging in strategic community planning related to health matters; advocating and providing resources for the coordination of community assessment across organizational lines, interpreting assessment data to agencies, organizations, and policy makers, advocating for programs and resolving issues with legislators, commissioners, municipal governments, and school boards; serving as Board member on community boards as mandated by organization charters or as invited; collaborating with organizations, businesses, and agencies to initiate, coordinate, and reduce duplication of service delivery; enforcing authority as delegated by United State and North Carolina public health law, local ordinances, and other North Carolina laws; enforcing communicable disease laws, including rabies control, food embargo authority, environmental health regulations and local ordinances, public health emergency response protocols, developing new regulations, ordinances, or Board of Health rules as needed; and serving as public guardian; managing the work of the Board of Health including policy development, strategic development, rule development, recruitment, orientation, and training of Board members, advocacy, and agenda planning and support; communicating with the public, health providers, and specific constituencies on health issues, policies, service delivery, and emergency responses. Reports to the Board of Health. SPECIFIC DUTIES AND RESPONSIBILITIES ESSENTIAL JOB FUNCTIONS Supervises assigned department employees which involves such duties as instructing, assigning and reviewing work, maintaining standards, acting on employee problems, selecting new employees, appraising employee performance, recommending promotions, discipline, termination and salary increases. Manages and directs the work of the Health Department. Establishes strategic direction for department with associated goals and objectives for each major ©Archer Company 2008 1 HEALTH DIRECTOR division and through policy development. Monitors and evaluates work of divisions through quality improvement and accreditation. Organizes and assigns work across divisional lines. Performs human resource management including hiring and firing authority for all staff, mentoring and coaching managers and supervisors, and developing recruitment and retention strategies. Supervises the work that comprises the senior management team in the department. Develops annual departmental budget and Ten-year Capital budget; approves expenditures over $2500; approves financial and other reports to Board of Health and County departments; approves State, Federal, and foundation grant reports; maintains contract and grant signature authority; approves fiscal controls; develops fees structures; recommends fess to Board of Health and Board of County Commissioners. Coordinates services with other direct service departments such as Animal Services, Social Services, Community Development and Housing, Aging, Environmental Resource and Conservation Department, Recreation and Parks, Cooperative Extension, Emergency Services, and Planning and Inspections. Resolves facility management issues with staff. Directs and engages in strategic community planning related to health matters by ensuring coordination of community assessment data gathering across organizational lines; interprets assessment data to organizations and policy makers. Advocates for policy and legislation with Orange County legislative delegation, municipal governments and elected officials, Board of County Commissioners, Board of Health, and Federal legislative delegation; provides expert testimony to State and local policy makers and elected bodies. Serves as Board member on multitude of community or professional Boards as mandated by those organization's charters or as invited; delegates responsibility for service on Boards to appropriate level staff person when allowed. Collaborates with community agencies and organizations to coordinate service delivery and advocacy. Enforces communicable disease laws including isolation and quarantine for sexually transmitted diseases, tuberculosis, measles, rubella, pertussis, smallpox, and others; prepares legal documents and court testimony; enforces laws in the event of a widespread public health emergency such as apandemic or bio-terrorist event. Authorizes and oversees the development of policy and application of rabies control laws in the Animal Services Department. Enforces environmental health regulations and local environmental health rules including the authority to embargo foods that are/may be adulterated; coordinates with North Carolina Department of Agriculture; prepares legal documents and court testimony with public health nuisance and imminent hazard enforcement. ©Archer Company 2008 2 HEALTH DIRECTOR Serves as public guardian for assigned cases. Develops new Board of Health rules or draft ordinances for Board of County Commissioners and/or municipalities relating to health matters. Manages the work of the Board of Health. Assists executive structure of Board in developing agendas, planning courses of action, selecting Board priorities, drafting policies, developing advocacy plans at local, State, and Federal levels, etc.; assists the Board in recruitment, orientation, and ongoing training of Board members; plans and carries out educational activities for the Board. Writes draft reports, policies, procedures, and rules for Board consideration. Assures that materials provided to Board are accurate, relevant, produced, and distributed in a timely manner; acts as Secretary to the Board as required by North Carolina General Statute. Facilitates communications between the Board of Health and the Board of County Commissioners. Communicates with the public and other constituencies. Authorizes content and format of communications; delivers communications when appropriate on targeted issues of importance to community in variety of formats such as reports, conferences, press releases, news interviews, radio interviews, and presentations. Responds to public concerns regarding service delivery of department or health care needs. Develops and delivers accurate briefings and materials for public and health care providers on the nature of the emergency and the desired/appropriate response. Remains available twenty-four hours, seven days a week for calls of emergency nature by 911 Center. Receives and/or reviews various records and reports such as new State and Federal legislation, health and environmental research and technical data, community and environmental health trend data, economic and health financial reports, and crucial health alerts from State and CDC. Prepares and/or processes various records and reports such as strategic plan for department, policy statements for Board of Health and Board of County Commissioners, reports analyzing data and financial trends, rules and regulations for Board of Health adoption, and health messages to health providers and public. Refers to laws and regulations, guidance form experts, guidance from research experts, State Center for Health Statistics reports, program reports from North Carolina DHHS, policy and procedure manuals, codes /laws /regulations, publications and reference texts, etc. Operates a vehicle and a variety of office equipment and machinery such as radio, pager, cell phone, desktop computer, printer, laptop computer, projector, etc. Uses a variety of tool such as calculator, etc.; a variety of supplies such as reference books and journals, forms, general office supplies, etc.; and a variety of computer software such as Epi Info, Microsoft PowerPoint, Microsoft Word, Microsoft Excel, Munis, etc. ©Archer Company 2008 3 HEALTH DIRECTOR Interacts and communicates with various groups and individuals such as Board of Health, Board of County Commissioners, County Manager, senior management and supervisors in department, State and Federal health officials, and the general public. ADDITIONAL JOB FUNCTIONS Serves on interviewing panels for Human Resources Department recruitment of department heads. Nominates County staff in other departments/community leaders/organizations for appropriate awards. Performs selected duties of direct reports when absent. Performs various administrative tasks as required, including preparing reports and correspondence, entering and retrieving computer data, copying and filing documents, reviewing professional journals, returning telephone calls, attending and conducting meetings, etc. Performs related duties as required. MINIMUM TRAINING AND EXPERIENCE Requires any combination of education and experience equivalent to a Master's degree in public administration, public health or related field and five to seven years of public health administration experience. Possession of or ability to readily obtain a valid driver's license issued by the State of North Carolina for the type of vehicle or equipment operated. MINIMUM QUALIFICATIONS OR STANDARDS REQUIRED TO PERFORM ESSENTIAL JOB FUNCTIONS Physical Requirements: Requires light work that involves walking or standing much of the time and' involves exerting up to 20 pounds of force on a recurring basis, or skill, adeptness and speed in the use of fingers, hands or limbs on repetitive operation of mechanical or electronic office or shop machines or tools within moderate tolerances or limits of accuracy. Data Conception: Requires the ability to compare and/or judge the readily observable functional, structural or compositional characteristics (whether similar to or divergent from obvious standards) of data, people or things. Interpersonal Communications: Requires the ability of speaking and/or signaling people to convey or exchange information. Includes receiving direction and instruction from supervisor and giving instructions and direction to subordinates. Language Ability: Requires ability to read a variety of policies and procedures, financial documents, budget documents, legal documents, statistical reports, etc. Requires the ability to prepare statistical and narrative reports, budgets, grant proposals, etc., with proper format, punctuation, spelling and grammar, using all parts of speech. Requires the ability to speak with and before others with poise, voice control and confidence. ©Archer Company 2008 4 HEALTH DIRECTOR Intelligence: Requires the ability to apply rational systems to solve practical problems and deal with a variety of concrete variables in situations where only limited standardization exists; to interpret a variety of instructions furnished in written, oral, diagrammatic, or schedule form. Requires the ability to apply influence systems in managing a staff; to learn and understand relatively complex principles and techniques; to make independent judgments in absence of supervision; to acquire knowledge of topics related to primary occupation. Must have the ability to comprehend and interpret received information. Verbal Aptitude: Requires the ability to record and deliver information, to explain procedures, to follow and give verbal and written instructions; to teach and counsel employees. Must be able to communicate effectively and efficiently in a variety of technical and/or professional languages used within the parameters of the job, including social services, public .health, budgeting, personnel, grant administration, etc. Numerical Aptitude: Requires the ability to add and subtract totals, to multiply and divide, to use mathematical formulas, to determine percentages and decimals and to determine time. Must be able to use practical applications of fractions, percentages, ratio and proportion. Must be able to use practical applications of algebra and statistics. Form/Spatial Aptitude: Requires the ability to inspect items for proper length, width and shape, and visually read various information. Motor Coordination: Requires the ability to coordinate hands and eyes using office equipment; to operate motor vehicles. Manual Dexterity: Requires the ability to handle a variety of items, keyboards, office equipment, control knobs, buttons, switches, catches, etc. Must have minimal levels of eye/hand/foot coordination. Color Discrimination and Visual Acuity: Requires the ability to differentiate colors and shades of color; requires the visual acuity to determine depth perception, peripheral vision, inspection for small parts; preparing and analyzing written or computer data, etc. Interpersonal Temperament: Requires the ability to deal with people beyond giving and receiving instructions. Must be adaptable to performing under stress when confronted with emergency situations or tight deadlines. The worker may be subject to tension as a regular, consistent part of the job. Physical Communications: Requires the ability to talk and hear: (talking: expressing or exchanging ideas by means of spoken words; hearing: perceiving nature of sounds by ear). PERFORMANCE INDICATORS Knowledge of Job: Has thorough knowledge of the methods, procedures and policies of Health Department as they pertain to the performance of duties of the Director. Has considerable knowledge of the functions and interrelationships of County and other governmental agencies. Has knowledge of the laws, ordinances, standards and regulations pertaining to the specific duties and responsibilities of the position. Is able to ensure departmental compliance with all laws and regulations and control the activities of the department through effective leadership and supervision. Has knowledge of public health laws, regulations and ordinances; epidemiology; and ©Archer Company 2008 5 HEALTH DIRECTOR population planning. Has knowledge of the theory, principles and practices of general and preventive medicine. Has knowledge of organization, staffing, directing, budgeting and evaluating program operations. Has extensive knowledge of the principles, theories and practices of public health program development and delivery. Has knowledge of recent developments, current literature and sources of information regarding public health program development and implementation. Is able to apply knowledge of public health and medicine, environmental health, sociology, economics and other fields of study in the planning process. Is able to assimilate both technical and theoretical concepts from many diverse disciplines and apply the knowledge in creative and intuitive ways to solve unique problems. Is able to ensure the efficient and effective enforcement of all public health-related codes and regulations. Has good knowledge of and skill in using public relations and public education tools and techniques. Has knowledge of how to make public presentations. is able to make sound, educated decisions. Has knowledge of how to plan, organize and direct an administrative, supervisory and support staff. Has knowledge of how to apply supervisory and managerial concepts and principles; has knowledge of administrative principles involved in developing, directing and supervising various programs and related activities. 1s able to offer instruction and advice to subordinates regarding departmental policies, methods and regulations. Is able to perform employee evaluations and to make recommendations based on results. Is able to offer training and assistance to co-workers and employees of other departments as required. Is able to use independent judgment and discretion in supervising various programs including the handling of emergency situations, determining procedures, setting priorities, setting schedules, maintaining standards, planning for future County needs and resolving problems. Is able to plan and develop daily, short- and long-term goals related to County purposes. is able to take the initiative to complete the duties of the position without the need of direct supervision. Is able to plan, organize and prioritize daily assignments and work activities. Is able to learn and utilize new skills and information to improve job performance and efficiency. Has knowledge of proper English usage, punctuation, spelling and grammar. Has knowledge of modern office practices and technology, including the use of computers for word and data processing and records management. Has the mathematical ability to handle required calculations. Is able to compile, organize and utilize various financial information necessary in the preparation of assigned budgets, and knows how to prepare and monitor budgets. Has knowledge of grant administration methods. Is able to read and interpret complex materials pertaining to the responsibilities of the job. Is able to assemble and analyze information and make written reports and records in a concise, clear and effective manner. Is able to produce quality work despite the stress of deadlines. Has comprehensive knowledge of-the terminology and various professional languages used within the department. Has knowledge of how to maintain effective relationships with personnel of other departments, professionals and members of the public through contact and cooperation. Has knowledge of how to react calmly and quickly in emergency situations. Quality of Work: Maintains high standards of accuracy in exercising duties and responsibilities. Exercises immediate remedial action to correct any quality deficiencies that occur in areas of responsibility. Maintains high quality communication and interaction with internal and external entities with whom the position interacts. Quantity of Work: Maintains effective and efFcient output of all duties and responsibilities as described under "Specific Duties and Responsibilities." Dependability: Assumes responsibility for completing assigned work. Completes assigned work within deadlines in accordance with directives, policy, standards and prescribed procedures. Maintains accountability for assigned responsibilities in the technical, human and conceptual areas. ©Archer Company 2008 6 HEALTH DIRECTOR Attendance: Attends and remains at work regularly and adheres to policies and procedures regarding absenteeism and tardiness. Provides adequate notice to higher management with respect to vacation time and leave requests. Initiative and Enthusiasm: Maintains an enthusiastic, self-reliant and self-starting approach to meet job responsibilities and accountabilities. Strives to anticipate work to be accomplished, and initiates proper and acceptable action for the completion of work with a minimum of supervision and instruction. Judgment: Exercises analytical judgment in areas of responsibility. Identifies issues or situations as they occur and specifies decision objectives. Identifies or assists in identifying alternative solutions to issues or situations. Implements decisions in accordance with prescribed and effective policies and procedures and with a minimum of errors. Seeks expert or experienced advice where appropriate and researches issues, situations and alternatives before exercising judgment. Cooperation: Accepts supervisory instruction and direction and strives to meet the goals and objectives of same. Questions such instruction and direction when clarification of results or consequences are justified, i.e., poor communications, variance with established policies or procedures, etc. Offers suggestions and recommendations to encourage and improve cooperation intra- and inter-departmentally. Relationships with Others: Shares knowledge with managers, supervisors and co-workers for mutual benefit. Contributes to maintaining high morale among all employees. Develops and maintains cooperative and courteous relationships inter- and intra-departmentally, and with external entities with whom the position interacts. Tactfully and effectively handles requests, suggestions and complaints in order to establish and maintain good will. Emphasizes the importance of maintaining a positive image. Coordination of Work: Plans and organizes daily work routine. Establishes priorities for the completion of work in accordance with sound time-management methodology. Avoids duplication of effort. Estimates expected time of completion of work elements and establishes a personal schedule accordingly. Attends required meetings, planning sessions and discussions on time. Implements work activity in accordance with priorities and estimated schedules. Safety and Housekeeping: Adheres to all established safety and housekeeping standards. Ensures such standards are not violated. Planning: Plans, coordinates and uses information effectively to enhance activities and production. Knows and understands expectations regarding such activities and works to ensure such expectations are met. Develops and formulates ways, means and timing to achieve established goals and objectives. Effectively and efficiently organizes, arranges and allocates manpower, financial and other designated resources to achieve such goals and objectives. Organizing: Efficiently organizes own work and that of subordinate staff. Ensures that personnel understand what results are expected of them, and that each is regularly and appropriately informed of all matters affecting or of concern to them. Staffing: Works with upper management, where appropriate, to select and recommend employment of qualified personnel. Personally directs the development and training of personnel under charge, ensuring their proper induction, orientation and training. ©Archer Company 2008 7 HEALTH DIRECTOR Leading: Provides a work environment, which encourages clear and open communications. Has a clear and comprehensive understanding of the principles of effective leadership and how such principles are to be applied. Provides adequate feedback to personnel under charge concerning their performance. Commends and rewards personnel under charge for outstanding performance, and takes timely and appropriate disciplinary action as necessary. Exercises enthusiasm in influencing and guiding others toward achievement of established goals and objectives. Controlling: Provides a work environment, which is orderly and controlled. Coordinates, audits, and controls manpower and financial resources efficiently and effectively. Coordinates, audits, and controls the utilization of materials and equipment efficiently and effectively. Has a clear and comprehensive understanding of established standards, methods and procedures. Delepating: Assigns duties as necessary and/or appropriate to meet goals, enhance abilities of personnel under charge, build their confidence and assist them in personal growth. Has confidence in personnel under charge to meet new or additional expectations. Decision Making: Exercises discretion and judgment in developing and implementing courses of action affecting functions under charge. Recognizes when a particular policy, procedure or strategy does not foster the desired result, and moves decisively and explicitly to develop and implement alternatives. Creativi Regularly seeks new and improved methodologies, policies and procedures for enhancing the effectiveness of functions under charge. Employs imagination and creativity in the application of duties and responsibilities. Is not adverse to change that supports achievement of goals and objectives. Human Relations: Strives to develop and maintain excellent rapport with personnel under charge. Listens to and considers their suggestions and complaints, and responds appropriately. Establishes a work environment to promote and maintain mutual respect. Policv Implementation: Has a clear and comprehensive understanding of policies regarding functions under charge and the function of the organization. Adheres to policies in the discharge of duties and responsibilities, and ensures the same from personnel under charge. Policv Formulation: Maintains awareness of changes in operating philosophies and policies, and routinely reviews policies to ensure any changes in philosophy or practice are appropriately incorporated into functions under charge. Recognizes and understands the relationship between operating policies and practices and morale and performance.. Strives to ensure that established policies enhance same. DISCLAIMER: This job description is not an employment agreement or contract. Management has the exclusive right to alter this job description at any time without notice. ©Archer Company 2008 8 BUSINESS ASSOCIATE AGREEMENT This Agreement is made effective the 24~' of May, 2011, by and between Orange County Government, Orange County Health Department, hereinafter referred to as "Covered Entity", and the University of North Carolina at Chapel Hill on behalf of its Gillings Global School of Public Health, Institute for Public Health, hereinafter referred to as "Business Associate," (individually, a "Party" and collectively, 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 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 Service Agreement for Interim Health Director Services , dated May 23, 2011, and is hereby referred to as the "Arrangement Agreement"); and WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties' continuing obligations under the Arrangement Agreement, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Privacy Rule and 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 HIPAA Privacy Rule. II. CONFIDENTIALITY REQUIREMENTS (a) Business Associate shall: (i) use or disclose any protected health information solely as permitted or required by this Agreement, the Arrangement Agreement (if consistent with this Agreement and the HIPAA Privacy Rule), or as required by law.' (ii) 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. 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; (iii) implement appropriate safeguards to prevent use or disclosure of protected health information other than as permitted or required by this Agreement; (iv) 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 to ensure Covered Entity's compliance with the terms of the HIPAA Privacy Rule; Orange County Business Associate Agreement Interim Health Director (2).doc Page 1 of 4 (v) report to 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 (vi) 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 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 such services are 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. AVAILABILITY OF PROTECTED HEALTH INFORMATION Business Associate shall: (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 individual, in a time and manner sufficient to permit Covered Entity to comply with the requirements of 45 CFR 164.524. (b) at the request of Covered Entity or an individual, make any amendment(s) 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 to permit Covered Entity to comply with the requirements of 45 CFR 164.526. (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 164.528 and provide such documentation to Covered Entity or an individual as directed by Covered Entity. IV. TERMINATION (a) Term: This Agreement terminates when the Arrangement Agreement terminates or as provided in Paragraph IV. b. below (termination 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 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 (ii) immediately terminate this Agreement and the Arrangement Agreement if Business Associate has breached a material term of this Agreement and cure is not possible. Orange County Business Associate Agreement Interim Health Director (2).doc Page 2 of 4 (c) Return or destruction of protected health information: 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, Business Associate shall: (i) if feasible, 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. Business Associate shall only destroy protected health information with the written approval of Covered Entity. After return or destruction, Business Associate shall retain no copies of such information. (ii) if return or destruction is not feasible, Business Associate will provide Covered Entity with documentation explaining the reason that it is not feasible. If the protected 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) Survival: 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. V. MISCELLANEOUS (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 on Covered Entity's behalf shall be subject to this Agreement. (b) 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 HIPAA 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 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. (e) 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. (f) This Agreement will be governed by the laws of the State of North Carolina. (g) 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. (h) 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 that are more restrictive than the provisions of this Agreement, the provisions of the more restrictive documentation will control. Orange County Business Associate Agreement Interim Health Director (2).doc Page 3 of 4 (i) 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. (j) 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 WHEREOF, the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: By: Title: ~ ~~ .riC~l. BUSINE ASSOCIATE: .~ By: Richard L. Mann Title: Vice Chancellor for Finance & AdminisfrafiQ¢ Orange County Business Associate Agreement Interim Health Director (2).doc Page 4 of 4