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HomeMy WebLinkAbout2011-255 Health - UNC Family Medicine for Medical Director, Physician Services for Health Dept. Please return this copy to the Clerk to the Board's office for permanent agenda files NORTH CAROLINA SERVICES AGREEMENT OVER$25,000.00 ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this first day of July 2011, ("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 Health Department (hereinafter, "OCHD")and The University of North Carolina at Chapel Hill (hereinafter referred to as "Provider" or "University") on behalf of its Department of Family Medicine in the School of Medicine, (hereinafter, the "Department"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to the County for Medical Director Services, including the professional "General Consultation" and "Clinical Services" identified in Section 3, Basic Services, below. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the SAContract Review\Health\Medical Director's Contract\Family Medicine-Medical Director 2011-12.doc 1 performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) Provider agrees that Provider, 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 Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows: i) General Consultation Medical Servies. Medical Director Services provided by the Department in accordance with appropriate medical standards, accepted methods and procedures and shall include the following General Consultation Services: 1) Act as the principal advisor to OCHD Health Director and OCHD Personal Health Services Director in matters of medical policy. 2) Advise OCHD Health Director and OCHD Personal Health Services Director on the medical implications of alternatives in clinical program functioning and management. SAContract Review\Health\Medical Director's Contract\Family Medicine-Medical Director 2011-12.doc 2 3) Represent OCHD at the request of the OCHD Health Director, and negotiate on behalf of OCHD, with respect to interagency relationships that involve medical expertise. 4) Advise and interpret the regulatory requirements related to medical aspects of OCHD'S functions. 5) Provide coordination for medical components of the Outpatient Clinics of OCHD. 6) Advise and assist OCHD staff in epidemiological investigations. 7) Be responsive to community public health concerns directly and in consultation with OCHD Health Director and OCHD Division Directors. 8) Assist OCHD Health Director and OCHD Personal Health Services Director in establishment of medical procedures and quality/quantity control mechanisms, including participating in program audits as requested. 9) Assist OCHD staff in data analysis towards identification of public health concerns. 10) Work with OCHD Health Director and OCHD Division Directors on formulation of responses to public health concerns. 11) Assist with evaluation of medical programs and services provided by OCHD, including recommendations for constructive change. 12) Maintain close contact and availability through on-site visits at OCHD and phone consultation to assist OCHD in the discharge of OCHD responsibilities. 13) Participate in OCHD Division Head management meetings and OCHD Division level meetings when requested and appropriate. 14) Attend Orange County Board of Health meetings when requested. 15) Provide medical direction to school health programs in both school systems in Orange County and medical consultation to both school and OCHD staff working in or with school health programs. 16) Other miscellaneous duties as provided for in the agreement. 17) Discharge the above described responsibilities through and with prior knowledge of OCHD Health Director. SAContract Review\Health\Medical Director's Contract\Family Medicine-Medical Director 2011-12.doc 3 ii. Clinical Services. 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 (PNC), Child Health (CH), Adolescent Health (ADOL), Tuberculosis (TB), Sexually Transmitted Disease (STD), General Communicable Disease Control (GEN), Adult Health Preventive Services (AH/HP), Primary Care (PC), and Refugee Health (RH). The Clinical Services provided by the Department shall include the following: 1) Collaboration with OCHD to develop and approve protocols for Outpatient Clinics. For the mutual benefit of the Department, OCHD, and its prenatal patients, prenatal patients will be managed according to OCHD established protocols. These protocols will be reviewed annually and be consistent with protocols used at UNC Department of OB/GYN and Family Medicine outlying clinics. 2) Primary medical supervision of the nurse practitioners who are employees of OCHD to include ongoing monitoring and evaluation of the medical acts performed by the nurse practitioners. Meeting with nurse practitioners at least once every six months to identify and document clinical problems, progress toward improving outcomes and recommendations for changes in treatment plans. Documentation of clinical issues discussed and actions taken will be signed, dated, retained by the nurse practitioner and physician and be available for review. 3) During the first six months of practice, meet with new nurse practitioners monthly to discuss practice-relevant clinical issues and quality improvement measures. Documentation of clinical issues discussed and actions taken will be signed, dated, and retained by the nurse practitioner and physician and be available for review. 4) Weekly group meetings with clinical staff in each site according to an agreed upon schedule to discuss high-risk patient care, treatment changes, and clinical operation issues. 5) Overall responsibility for medical residents and medical students working in clinics. This includes orientation, supervision of practice and assurance of compliance with OCHD program and documentation requirements. Advance notice of medical resident and student placement will be made to the Personal Health Director. Medical students are limited to those involved in special projects with the Medical Director. All medical residents and students must be in compliance with OCHD immunization requirements and maintain documentation of such on file at LTNC. 6) Provision of routine medical services during scheduled on-site times at SAContract Review\Health\Medical Director's Contract\Family Medicine-Medical Director 2011-12.doc 4 OCHD Outpatient Clinics, including documentation of Clinical Services provided per established OCHD protocols. 7) Medical consultation visits to OCHD patients during on-site scheduled times at Outpatient Clinics; medical consultation to OCHD nurse practitioners as needed by telephone when the Medical Director is not on-site at OCHD outpatient clinics. 8) Continuing education consultation for OCHD nurse practitioners and other OCHD staff to include regular informal consultation and periodic formal sessions as appropriate. 9) After-hours medical consultation for primary care patients of OCHD. UNC Health Care's HealthLink program provides initial triage of after-hours calls. The Department will provide Medical Director consultation and supervision to OCHD clinicians (4 FNPs) that provide after-hours medical consultation (on a rotating basis) for OCHD clients referred by HealthLink. The Medical Director shall also provide after-hours medical consultation for HealthLink referred OCHD clients on a rotating basis such that each of the 5 clinicians shall provide such after-hours medical consultation 1 week every 4-5 weeks. 10) Discharge the above described responsibilities through and with the prior knowledge of OCHD Health Director. iii. Designation of a Medical Director. The Department shall provide, at a minimum, the equivalent of .70 Full Time Equivalent (FTE) personnel to carry out the Medical Director Services described in this agreement, including the General Consultation and Clinical Services identified above. 1) Services shall be provided primarily by the "Medical Director" or a "back-up Department physician." The 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. 2) The Chair of the Department shall, concurrent with the execution of this agreement, designate the name of the Medical Director, and the names of up to five Department physicians who will rotate as back-up Department physicians, to be "available"to provide the General Consultation and Clinical Services identified in this agreement. 3) 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" which is attached to this Agreement as Exhibit A and hereby incorporated by reference. Any changes in these designations will be mutually agreed to by the Chair of the SAContract Review\Health\Medical Director's Contract\Family Medicine-Medical Director 2011-12.doc 5 Department and OCHD Health Director. In 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 replacement(s). 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 below in this agreement. 4) Coverage. The Medical Director or designated back-up Department physician shall provide a total of twenty-two (22) hours per week of the foregoing Clinical Services on-site at OCHD Outpatient Clinics or other sites as provided therefore. Days and times and the identity of the person or persons scheduled to be on-site to provide this coverage on behalf of the Department will be mutually agreed to by the Department and OCHD. Although the Department is not required to provide the attendance of a Medical Director or back-up Department physician on the premises of OCHD outpatient facilities or other sites provided therefore at other times, access should be made available during other days and times as stipulated in this agreement. 5) Back-Up Coverage. Substitute coverage by a back-up Department physician is expected during vacations and other anticipated absences of the Medical Director or back-up Department physician originally scheduled to be available. The Medical Director or designated back-up Department physician shall be responsible for notifying OCHD of schedule changes. If attendance as scheduled of the Medical Director or designated back-up Department physician is impossible due to irremediable circumstances, phone coverage of a designated back-up Department physician must be provided. In addition to the foregoing described days and hours, at the request of OCHD Health Director, the Medical Director or designated back-up Department physician will provide on-site medical supervision at OCHD Outpatient Clinics or other sites as necessary during communicable disease incidents or other public health-related emergencies. 6) The Medical Director or designated back-up Department physician shall be available six (6) hours per week for the following: phone consultation during business hours and after-hours program coverage for clinical/patient issues, phone coverage for consultation and direction for communicable disease/epidemic control, emergency phone consultation as needed during non-business hours through a pager system, and direct administrative and/or consultative services as outlined in General Consultation Services provided above. 7) Substitutions in the scheduling of the Medical Director or designated back-up Department physician will be the responsibility of the Department in consultation with OCHD Health Director. Vacation leave, continuing SAContract Review\Health\Medical Director's Contract\Family Medicine-Medical Director 2011-12.doc 6 education, and other assignments requiring temporary back-up coverage will be mutually agreed upon by the Chair of the Department and OCHD Health Director. iv. The Department will assure that the Medical Director and designated back-up Department physicians are in, and maintain, compliance with OSHA guidelines regarding bloodborne pathogens including Hepatitis B and TB status as well as documentation of immunization against measles, mumps, rubella and varicella. In the event of a bloodborne pathogen exposure, the Department will be responsible for providing follow-up according to its policies and procedures governing exposure incidents. V. 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. 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2011 to June 30, 2012, and shall be renewable annually thereafter upon written notification executed by both parties. b. Scheduling of Services. i) The Provider shall schedule and perform his activities in a timely manner. ii) OCHD Outpatient Clinics are operational during the normal business hours of 8:00 A.M. to 5:00 P.M., Monday through Friday. On Wednesday, the clinics operate from 10 AM — 5 PM. In addition, one weekday per site (Tuesday - Hillsborough; Thursday - Chapel Hill) the Outpatient Clinics operate on a flexible evening schedule (i.e. 9:30 AM — 6:30 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. iii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. iv) The Commencement Date for the Provider's Basic Services shall be TuLV 12 zdi�• r,,yld� 5. Compensation SAContract Review\Health\Medical Director's Contract\Family Medicine-Medical Director 2011-12.doc 7 a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services shall not exceed one hundred forty five thousand, four hundred sixteen dollars ($145,416), and shall be payable in equally monthly installments of twelve thousand one hundred and eighteen dollars ($12,118). b. The University shall invoice OCHD on a monthly basis with the first invoice being dated July 1, 2011. c. 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. d. Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(e). e. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. f. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated, the Health Director, to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. b. OCHD agrees to furnish all supplies, equipment, office space and a computer as needed by the Medical Director; to include the Medical Director in all appropriate conferences, meetings, correspondence and publications necessary to appropriately discharge the Medical 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 SAContract Review\Health\Medical Director's Contract\Family Medicine-Medical Director 2011-12.doc 8 Tort Claims Act. Further, the University shall provide adequate professional liability insurance for the University and its personnel who provide services described in this Agreement. The insurance limits will be stated in a Conformation 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 Medical Director under this Agreement in the amount of at least$1 million, per occurrence, $2 million aggregate. b. Evidence of Insurance. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides the County 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. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon ninety (90) days' prior written notice to the Provider. 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 either: i) Upon failure of the parties to agree on a replacement Medical Director or replacement designated back-up Department physician pursuant to paragraph 6 of this agreement; or ii) upon delivery of written notice of termination furnished to the other party at least ninety(90) days prior to termination. c. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County ninety (90) days' prior written notice of its intent to terminate this Agreement for cause. SAContract Review\Health\Medical Directors Contract\Family Medicine-Medical Director 2011-12.doc 9 d. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. e. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. 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 Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. e. Nondiscrimination. OCHD hereby agrees with the University that, in their educational and/or employment practices, OCHD 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. SAContract Review\Health\Medical Director's Contract\Family Medicine-Medical Director 2011-12.doc 10 f. Conduct of Service. The Department 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, the Department and OCHD 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. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention: Health Director Warren P. Newton, MD P.O. Box 8181 590 Manning Drive Hillsborough,NC 27278 Chapel Hill,NC 27599 [SIGNATURE PAGE TO FOLLOW] SAContract Review\Health\Medical Director's Contract\Family Medicine-Medical Director 2011-12.doc 11 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: By: Frank . Clifto J ounty Manager De scno of Media' VIF':Chanc Ilor for Medical Affairs Printed Name and Title This instrument has been approved as to technical content. � J Dorothy Cilenti, I terin Department Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. aa'�C' "�- t4� Clarence G. Grier, Finance Director This i st m has been approved as to form and legal sufficiency. Anne 4e Moor , Office 3f County Attorney S:\Contract Review\Health\Medical Director's Contract\Family Medicine-Medical Director 2011-12.doc 12 11-12 AGREEMENT Between UNC School of Medicine And Orange County Health Department Exhibit A Exhibit A Designation of Medical Director Attachment to Contract between the Department of Family Medicine, University of North Carolina, School of Medicine and the Orange County on behalf of the Orange County Health Department for July 1, 2011 through June 30, 2012. The following physicians are designated by the Department of Family Medicine to fulfill the terms of the attached contract: Julie Monaco, MD Medical Director Deborah Collins, MD_ Physician Physician Martha Carlough, MD Physician Andrew Hannapel, MD Physician Clark Dennison, MD Physician Copies of current registration and licensure for these physicians are attached. Signed: Warren Newto , Chair Department of Family Medicine Date Agreed: Dorothy Cilenti,Healtk Director Orange County Health Department Date C:\Documents and Settings\pdunn\Local Settings\Temporary Internet Files\OLK2\Designation of Medical Director 2011-12(4).doc BUSINESS ASSOCIATE AGREEMENT This Agreement is made effective the 15+ Day of July 2011, by and between Orange County Government, Health Department, hereinafter referred to as "Covered Entity", and UNC Department of Family Medicine, 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 "Agreement for Medical Director Services Between the County of Orange Health Department and the Department of Family Medicine, University of North Carolina at Chapel Hill," dated July 1, 2011 June 30,20,1 On d 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. I. 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. Il. 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; 11-12 OCBAA with UNC FM.doc Page 1 of 4 S:\Managers Working Files\Contracts\PERSONAL HEALTH-UNCFM\FY 2012 Contracts with UNC Family Medicine\11-12 OCBAA with UNC FM.doc (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; (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. III. 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. 11-12 OCBAA with UNC FM(2).doc Page 2 of 4 C:\Documents and Settings\pdunn\Local Settings\Temporary Internet Files\OLK2\11-12 OCBAA with UNC FM(2).doc IV. TERMINATION n (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. (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 11-12 OCBAA with UNC FM(2).doc Page 3 of 4 C:\Documents and Settings\pdunn\Local Settings\Temporary Internet Files\OLK2\11-12 OCBAA with UNC FM(2).doc 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. (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: BUSINESS ASSOCIATE: By: By,--J� ' W II L. open,MD, PH De n,Sc ool of Medicine Vice Chancellor for Medical Affairs Title: Title: 11-12 OCBAA with UNC FM(2).doc Page 4 of 4 C:\Documents and Settings\pdunn\Local Settings\Temporary Internet Files\OLK2\11-12 OCBAA with UNC FM(2).doc