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HomeMy WebLinkAbout2016-215 Emergency Svc - UNC for Medical Director's contract a t)) & -a is �, U,5�[Vice5 AN AGREEMENT TO PROVIDE EMERGENCY MEDICAL DIRECTOR SERVICES THIS AGREEMENT dated July 1, 2015 between The University of North Carolina at Chapel Hill on behalf of its Department of Emergency Medicine (the "University"), and the County of Orange (the "County") for provision of Emergency Medical Director Services to Orange County. WITNESSETH Whereas, the County and the University have historically cooperated and worked jointly on matters of mutual concern and interest; and Whereas, the County operates and maintains a Department of Emergency Services which, as one of its functions, provides emergency medical care to the residents of the County; and Whereas, the County wishes to have associated with this program trained physicians specializing in emergency medicine to provide guidance and support; and Whereas, the University, through its Department of Emergency Medicine, wishes to provide this service for the County; and Whereas, performance of the activities described herein is consistent with the University's goals of research,teaching, education and public service. NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions set forth below, the County and the University agrees as follows: 1. The University agrees to provide a physician from the Department of Emergency Medicine to serve as Emergency Medical Director to the County (hereafter"the Medical Director." 2. The duties of the Medical Director shall include the following: a. Provide medical direction for the emergency medical services program of Orange County, including Medical and First Responder, Basic Life Support, Advanced Life Support, and special events coverage, including the Emergency Medical Service personnel of any agency franchised to provide emergency services in Orange County. b. Provide medical oversight, guidance, and leadership for medical issues and responses for fire and law enforcement partners in Orange County." c. Develop, review, and periodically update medical treatment protocols in conjunction with the County Director of Emergency Services or designee (hereafter"the Director"). 1 d. Provide medical treatment supervision of personnel by randomly responding to EMS calls and observing the approach, demeanor, relationships, and medical treatment provided to the patient and others by all responding personnel including, Medical and First Responders, Fire, Law Enforcement, Rescue, and EMS. e. Facilitate a program of total quality management of patients addressing compliance to protocol, standards of care, technician proficiency, appropriate patient management, effectiveness of treatments and protocols, evaluation for positive patient outcomes and other components of the Orange County EMS system that occur from access through 911 to delivery through the Emergency Department at the University of North Carolina Hospitals or other appropriate location in accordance with applicable law or policy. Provide ongoing recommendations to the Director of system needs and changes necessary to implement and operate the patient total quality management program. f. Serve as the contact person for UNC Hospitals and receive complaints, comments, or questions from the hospital's medical staff about out-of- hospital emergency medical issues and consult with the Director or their designee for resolution. g. Assist the Medical Affairs Officer for the County's Department of Emergency Services in general medical issues for HazMat, Fire, Rescue, Law Enforcement, and others in providing coverage for special events, planning for mass casualty, and other activities outside the routine EMS tasks. h. Serve as the medical director for the Emergency Medical Dispatch program and perform the same functions for Communications as noted in sub- paragraphs b, c and d. i. Review data about the EMS System in Orange County and analyze activity and trends through interpretation of various databases. j. Provide weekly administrative time at the Department of Emergency Services for consultation and review of medical issues with the Director. k. Be available by telephone for twenty-four (24) hours a day medical consultation. 1. Relate to all patients and staff of the County in a professional manner. m. Provide medical consultation in accord with accepted methods and procedures. 2 n. Other duties as may be requested and necessary in assuring a quality EMS program for Orange County. 3. The department head of the University's Department of Emergency Medicine, with the advice and consent of the Director, shall designate the physician who will serve as the Medical Director and the name of any physician or physicians who will provide services under this Contract as back-up to the person named as the Medical Director in the event the Medical Director is unavailable. The names of those designated shall, upon designation, be provided to the Director within 30 days of the start of this Agreement. a. Any change in the persons designated will be agreed upon by the head of the University's Department of Emergency Medicine and the Director. b. The University and the County shall indicate their agreement to the designation of the Medical Director and any other physicians involved as described above by signing the "Designation of Medical Director" attachment("Attachment A")to the Contract. 4. In the event that the Medical Director and back-up physicians become unwilling or unable to perform the duties required by this Contract, the University shall, with the advice and consent of the Director, designate replacements. If agreement on designation is not achieved,then this Contract shall terminate. 5. The University shall be responsible for ensuring that any physicians providing services under this Contract maintain current registration and licensure and shall provide evidence of such to the County upon request. 6. The County shall compensate the University for the services provided pursuant to this Contract in the amount of fifty one thousand seven hundred dollars ($51,700) per year for services provided from July 1 of each year through June 30 of the next year. The University shall invoice the County on or about July 1St of each year and the County shall provide payment within 30 days of receipt of invoice. 7. The County and the University shall each designate one person as its' official contact person for purposes of implementing and administering this Contract. 8. Nothing contained therein is intended to alter or abridge the employment relationship between the University and its employees or the County and its employees. 9. Any University staff providing services under this Contract to the County shall be provided with the University's medical and hospitalization benefits and 3 insurance and be covered by Worker's Compensation insurance or self insurance. 10. Both parties to this contract will adhere to local, state, and federal legal requirements, including those regarding claim submission for third party payors and those regarding the confidentiality of medical records, and may enact other contracts or agreements stipulating the specific arrangements for achieving this compliance including a Business Associate Agreement, which is attached as Attachment B and incorporated into this Agreement as set forth herein. 11. This Agreement shall run for a period of one year, from the 1 st day of July, 2015 to the 30th day of June, 2016, and shall be renewable, upon the mutual written agreement of the parties. 12. This Agreement or its renewals may be terminated at any time and as provided in paragraph 4, without penalty by either party provided that written notice of such termination is furnished to the other party at least 90 days prior to termination. In the event of such termination any payment due shall be prorated to the date of termination. If either party defaults in its obligations and does not cure such default within ten (10) days of receipt of notice of such default, the non-defaulting party may immediately terminate the Contract. 13. Independent Contractor. The services rendered by the University and the they physicians appointed medical director pursuant to this Agreement are those of an independent contractor with respect to Orange County Government. For all purposes, the medical director is an employee of The University and not an employee of Orange County Government. Nothing contained in this Agreement shall be construed to create the relationship of principal and agent, or employer and employee, between The University and Orange County Government. 14. The University shall be responsible for the negligence of its employees and agents to the extent allowed under the North Carolina Tort Claims Act. Further, the University shall provide adequate professional liability self-insurance for the University personnel who provide the services described in this Contract. The insurance limits will be stated in a Certificate of Insurance or other written evidence of insurance submitted to the County at the time the Contract is commenced. 15. No transfer or assumption of liability for the acts of the employees or agents of either party is intended by the parties to this Contract. 16. The University and the County hereby agree that, in their educational and/or employment practices, each will comply with such non-discrimination laws as may be applicable to them in the performance of this Contract. 4 17. This Contract contains the entire understanding of the parties and shall not be altered, amended, or modified, except by an agreement in writing executed by the duly authorized officials of both parties. 18. The laws of North Carolina shall govern the validity and interpretation of the provisions, terms, and conditions of the Contract. 19. No provision of this Agreement shall be construed or interpreted as creating a pledge of the faith and credit of the Orange County within the meaning of any constitutional debt limitation. No provision of this Agreement shall be construed or interpreted as creating delegation of governmental powers or as a donation by a lending of the credit of Orange County within the meaning of the Constitution of the State of North Carolina. This Agreement shall and does not directly or indirectly or contingently obligate Orange County Government to make any payments beyond those appropriated in the sole discretion of Orange County for any fiscal year in which this Agreement shall be in effect. No deficiency judgment may be rendered against Orange County in any action for breach of a contractual obligation under this Agreement and the taxing power of Orange County is not and may not be pledged directly or indirectly or contingently to secure any monies due under this Agreement. 20. Health Care Regulatory Covenants. The parties acknowledge and agree that the compensation set forth in this Agreement is commercially reasonable and represents the fair market value of the services to be provided. Further, this Agreement has been negotiated in an arm's length transaction and has not been determined in a manner which takes into account the volume or value of referrals or other business that may be generated between the parties. The parties agree that the medical director services are necessary services, and services for which neither the University nor the Physicians are otherwise generally compensated. The parties hereby support a patient's right to select the medical facilities and providers of their choice. 21. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. [SIGNATURE PAGE TO FOLLOW] 5 IN WITNESS WHEREOF, the parties hereto have duly and validly authorized and executed this Agreement this the 1St day of July, 2015. FOR AND ON BEHALF OF THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL l Willi . Rop r, MD, MPh Dean o chool of Medicine Vice Chancellor of Medical Affairs Matthew A.Mauro, MD CEO, UNC Faculty Physicians FORA D ON BEHALF OF THE COUNTY OF ORANGE Bonnie Hammersley, Coun anager FOR ORANGE COUNTY USE ONLY This instrument has been approved as to technical content. Din�h Jeffries, nt 4tnttmergency Services Director This i trument has been pre-audited in the manner required by the Local Government Bud isc ontrol Act. Gary onaldson, Chief Finance Officer This ' ent been approved as to form and legal sufficiency. Annettk Moore, 6ffice of County Attorney 6 Attachment A STATE OF NORTH CAROLINA ORANGE COUNTY DESIGNATION OF MEDICAL DIRECTOR The University of North Carolina at Chapel Hill (the"University") and Orange County,North Carolina(the"County") hereby agree as follows: WHEREAS,the University and the County have entered into that certain agreement for provision of EMS Medical Direction Services to the County dated as of the 1 st day of July, 2015 (the "EMS Medical Director Agreement"); and WHEREAS,the EMS Medical Director Agreement requires that the parties indicate their agreement to the designation of the EMS Medical Director and any other physicians who will provide back-up services under the EMS Medical Director Agreement; and WHEREAS,the parties have, and hereby do, agree to the designation of the EMS Medical Director and other physicians who will provide back-up services under the EMS Medical Director Agreement. NOW THEREFORE,the parties hereto agree that the physicians who will provide services under the EMS Medical Director Agreement shall be as follows: I. EMS Medical Director: Jane H. Brice, MD, MPH II. First Back-Up Medical Director: Tom Griggs, MD III. Second Back-Up Medical Director: Stephanie Crapo, MD IN WITNESS WHEREOF,the parties hereto have duly authorized and entered into this agreement as of the 0 day of July, 2015. FOR AND ON BEHALF OF: FOR AND ON BEHALF OF: UNIVERSITY OF NORTH CAROLINA COUNTY OF ORANGE at CHAPEL HILL 1 Acting for By: ` t/Z L By: William L. Ro r, MID, MPh Bonnie Hammersley Dean of School of Medicine County Manager Vice C 1cellor of Medical Affairs Matthew A. Mauro, MD CEO, UNC Faculty Physicians BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement("Agreement") is made effective the 1st day of July,2015, by and between Orange County Government through its Orange County Emergency Services Department ("Covered Entity"), and UNC School of Medicine, Emergency Department, ("Business Associate"). Covered Entity and Business Associate may be referred herein individually as a"Party"or collectively as the "Parties". This Agreement supersedes any previously executed Business Associate Agreement between the Parties. WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Public Law 104-191, as modified by the Health Information Technology for Economic and Clinical Health Act ("HITECH"), Public Law 111-5, known as "the Administrative Simplification provisions," direct the Department of Health and Human Services to develop standards to protect the security,confidentiality and integrity of health information; and WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services ("Secretary") has issued regulations modifying the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as the same may be amended from time to time(the"HIPAA Security and Privacy Rule"); and WHEREAS, the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangements, Business Associate may be considered a"Business Associate"of Covered Entity as defined in the HIPAA Security and Privacy Rule (the agreement evidencing such arrangement is detailed below and hereinafter referred to as the"Service Agreement(s)"); and WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties' continuing obligations under the Service Agreement, compliance with the HIPAA Security and Privacy Rule, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Security and Privacy Rule and to protect the interests of both Parties. I. DEFINITIONS (a) Service Agreement. Agreement(s) for services affected by this HIPAA Business Associate Agreement, which this Business Associate Agreement shall be attached to, and is (are) hereby incorporated by reference, and which shall be taken and considered as a part of this document the same as if fully set out herein: AN AGREEMENT TO PROVIDE EMERGENCY MEDICAL DIRECTOR SERVICES 2015 (b) Catch-all Provision. Except as otherwise defined herein, any and all capitalized terms in this Agreement shall have the definitions set forth in the HIPAA Security and Privacy Rule,45 CFR Parts 160 and 164, subparts A and E. In the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Security and Privacy Rule,as amended,the HIPAA Security and Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Security and Privacy Rule, but are nonetheless permitted by the HIPAA Security and Privacy Rule,the provisions of this Agreement shall control. 1 October 2013 (c) Electronic Protected Health Information. Protected Health Information that is transmitted by or maintained in Electronic Media(as defined in the HIPAA Security and Privacy Rule). (d) Protected Health Information. "Protected Health Information" shall have the same meaning as the term in 45 CFR § 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity and includes without limitation `Electronic Protected Health Information." Business Associate acknowledges and agrees that all Protected Health Information that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entity's behalf shall be subject to this Agreement. (e) Required by Law. "Required by Law" shall have the same meaning as the term in 45 CFR§ 164.103. II. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE (a) Use and Disclosure. Business Associate agrees to fully comply with the requirements under the HIPPA Security and Privacy Rule applicable to Business Associates and not to use or disclose Protected Health Information other than as permitted or required by this Agreement, the Service Agreement or as Required by Law. To the extent Business Associate carries out obligations of Covered Entity under the HIPAA Security and Privacy Rule, Business Associate shall comply with the applicable provisions of the HIPAA Security and Privacy Rule as if such use or disclosure were made by Covered Entity. Business Associate agrees to comply with Covered Entity's policies regarding the minimum necessary use or disclosure of Protected Health Information. (b) Appropriate Safeguards. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as provided for by this Service Agreement(s), this Agreement or as Required by Law. This includes the implementation physical, technical and administrative safeguards to prevent use or disclosure of Protected Health Information other than as permitted in this Agreement or Required by Law and reasonably and appropriately protect the confidentiality, integrity, and availability of any Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of Covered Entity as required by the HIPAA Security and Privacy Rule. The Business Associate shall maintain appropriate documentation of its compliance with the HIPPA Security and Privacy Rule, including, but not limited to, its policies, procedures, records of training and sanctions of members in its workforce. (c) Assurances. Business Associate agrees to provide Covered Entity with written assurances that any Protected Health Information placed on any type of mobile media, including, but by no means limited to, lap top computers, Ipads and mobile phones, is encrypted in accordance with guidance issued by the Secretary. (d) Agents and Subcontractors. Business Associate shall require any agents, including any subcontractors, to whom it provides Protected Health Information from Covered Entity that is created, received, maintained or transmitted on behalf of Business Associate to agree by written contract with Business Associate to the same (or greater) restrictions, conditions and requirements that apply to Business Associate with respect to such information, and to agree to implement reasonable and appropriate safeguards to protect any of such information that is Electronic Protected Health Information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or omissions do not cause Business Associate to breach the terms of this Agreement. (e) Mitigation of Breach. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health 2 October 2013 Information by Business Associate in violation of the requirements of this Agreement, as well as to provide complete cooperation to Covered Entity should Covered Entity elect to review or investigate such noncompliance or Security Incident. Business Associate shall cooperate in Covered Entity's breach analysis and/or risk assessment, if requested. Furthermore, Business Associate shall cooperate with Covered Entity in the event that Covered Entity determines that any third parties must be notified of a Breach,provided that Business Associate shall not provide any such notification except at the direction of Covered Entity. (f) Breach Reporting. Business Associate shall report in writing to Covered Entity's Privacy Officer (see Exhibit A), any use or disclosure of Protected Health Information that is not in compliance with the terms of this Agreement, as well as any Security Incident and any actual or suspected Breach, of which it becomes aware, without unreasonable delay, and in no event later than forty-eight(48) hours of such discovery. For purposes of this Agreement, "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. Such notification shall contain the elements required by 45 C.F.R. § 164.410. (g) Compliance. To the extent applicable, Business Associate will comply with (i) Covered Entity's Notice of Privacy Practices; (ii) any limitations to which Covered Entity has agreed in regard to an Individual's permission to use or disclose his or her Protected Health Information; and (iii) any restrictions to the use or disclosure of Protected Health Information to which Covered Entity has agreed or is required to agree. (h) Government Access. Business Associate will make its internal practices, books and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the terms of the HIPAA Security and Privacy Rule, and, at the request of the Secretary,will comply with any investigations and compliance reviews, permit access to information, and cooperate with any complaints, as Required by Law. Without unreasonable delay and, in any event, no more than 48 hours of receipt of the request or notification, Business Associate will notify Covered Entity in writing of any request by any governmental entity, or its designee, to review Business assessment of any kind. (i) Electronic Transactions. If Business Associate conducts any Standard Transactions for or on behalf of Covered Entity, Business Associate shall comply with the requirements under the Electronic Transaction Rule. 0) Audit. Business Associate shall permit Covered Entity, in its discretion, to conduct an audit of Business Associate's compliance with this Agreement, HIPAA, and HITECH. Such audit may consist of an onsite visit, a series of inquiries that require written responses, or both. Business Associate shall promptly and completely respond to Covered Entity's requests for information in support of the audit, which shall not be conducted more than once annually except in cases of an actual or reasonably suspected Security Incident or reasonably suspected noncompliance with this Agreement, HIPAA or HITECH. Each Party shall bear its own costs associated with the audit. (k) Identity Theft. Business Associate shall implement Identity Theft Monitoring Policies and Procedures to protect any patient information that may be breached by the Business Associate to the extent applicable under the Federal Trade Commission's Red Flag Rules. (1) HITECH Compliance. Business Associate shall: A. Not receive, directly or indirectly, any impermissible remuneration in exchange for Protected Health Information or Electronic Protected Health Information, except as permitted by HITECH§ 13405(d)or the HIPPA Regulations; 3 October 2013 B. Comply with the marketing and other restrictions applicable to Business Associates contained in HITECH§ 13406 and the HIPPA Regulations; C. To the extent required under HITECH § 13404, fully comply with the applicable requirements of 45 CFR 164.502(e)(2) for each use and disclosure of Protected Health Information; D. To the extent required under HITECH § 13401, fully comply with 45 CFR §§ 164.308, 164.310, 164.312,and 164.316; E. To the extent required under HITECH §§13401 and 13404, comply with the additional privacy and security requirements that apply to Covered Entities in the same manner and to the same extent as Covered Entity is required to do so; and F. To the extent required under the HIPPA Regulations, comply with the privacy and security requirements that apply to Business Associates. (m) State Privacy Laws. Business Associate shall understand and comply with state privacy laws to the extent that such privacy laws are not preempted by HIPPA or HITECH. III. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE (a) Use of Protected Health Information on Behalf of Covered Entity. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information to perform functions, activities or services for, or on behalf of, Covered Entity described in the Service Agreement, provided that such use or disclosure would not violate the HIPPA Security and Privacy Rule if it were made by Covered Entity or would not violate the Covered Entities minimum necessary policies. (b) Other Uses of Protected Health Information. Except as otherwise limited in this Agreement, Business Associate may use Protected Health Information within its workforce for the proper management and administration of Business Associate not to include Marketing or Commercial Use and to carry out the legal responsibilities of Business Associate;and (c) Third Party Confidentiality. Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that if Business Associate discloses any Protected Health Information to a third party for such purpose, the Business Associate shall enter into a written agreement with such third party requiring the following: A. Disclosure only as Required by Law; or B. Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality, integrity, and or availability of the Protected Health Information has been breached immediately upon becoming aware. (d) Business Associate may provide data aggregation services relating to the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship as permitted by 45 CFR§ 164.504(e)(2)(i)(B). (e) Other Uses Strictly Limited. Nothing in this Agreement shall permit the Business Associate to share Protected Health Information with Business Associate's affiliates or contractors except 4 October 2013 for the purposes of the Service Agreement(s) between the Covered Entity and Business Associate(s) identified in Section I(a)of this Agreement. (f) Covered Entity Authorization for Additional Uses. Any use of Protected Health Information by Business Associate, its affiliate or Contractor, other than those purposes of this Agreement, shall require express written authorization by the Covered Entity, and a Business Associate Agreement or amendment as necessary. Activities which are prohibited include, but are not limited to, Marketing, as defined by 45 CFR § 164.503 or the sharing for Commercial Use or any purpose construed by Covered Entity as Marketing or Commercial Use, even if such sharing would be permitted by federal or state laws. (g) Business Associate may de-identify Protected Health Information only at the specific direction of and only for the use of Covered Entity. Business Associate may not sell Protected Health Information except at the direction of Covered Entity and in compliance with the requirements of the HIPAA Security and Privacy Rule. IV. AVAILABILITY OF PHI (a) Access to Protected Health Information. Business Associate agrees, in the event the Business Associate maintains protected health information in a Designated Record Set,to make available, within ten (10) days of a request by Covered Entity in a time and manner designated by Covered Entity, Protected Health Information in a Designated Record Set, to Covered Entity or as directed by Covered Entity, to an individual in order to meet the requirements of 45 CFR § 164.524 of the HIPAA Security and Privacy Rule. (b) Amendments to Protected Health Information. In the event that the Business Associate maintains Protected Health Information in a Designated Record Set, Business Associate agrees to make any amendment(s) to Protected Health Information in a designated record set that the Covered Entity directs or agrees to pursuant to the HIPAA Security and Privacy Rule at the request of Covered Entity of an individual,within ten(10)days of receipt of a request from Covered Entity and in the time and manner designated by Covered Entity. (c) Accounting of Disclosures. Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures, as required by 45 CFR § 164.528 of the HIPAA Security and Privacy Rule. Business Associate will comply with Covered Entity's policy regarding accounting of disclosures. (d) Document Disclosures. In the event an Individual makes a request under this Section of the Agreement directly to Business Associate, Business Associate will notify Covered Entity of such request within three (3) business days and shall cooperate with, and act only at the direction of Covered Entity in responding to such request. V. OBLIGATIONS OF COVERED ENTITY (a) Notice of Privacy Practices. Covered Entity shall provide Business Associate with the notice of privacy practice that Covered Entity produces in accordance with 45 CFR § 164.520, as well as any changes to that notice. (b) Notice of Changes in Individual's Access or Protected Health Information. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by an Individual to use or disclose Protected Health Information, is such changes affect Business Associate's permitted or required uses. 5 October 2013 (c) Notice of Restriction in Individual's Access to Protected Health Information. Covered Entity shall notify Business Associate of any restrictions to the use or disclosure of Protected Health Information that Covered Entity has agreed in accordance with 45 CFR § 164.522 to the extent that such restriction may affect Business Associate's use of Protected Health Information. VI. PERMISSABLE REQUESTS BY COVERED ENTITY Requests Permissible Under HIPAA. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy or Security Rule. VII. TERMINATION (a) Term. This Agreement shall be effective as of the date first set forth above and shall terminate upon the earlier of (i) the termination of all agreements between the parties, and (ii) the termination by Covered Entity for cause as provided herein. (b) Termination for Cause. Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the Service Agreement immediately if Covered Entity determines that Business Associate has or will violated any material term of this Agreement. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate this Agreement if Business Associate does not cure the breach or end the violation within the time period specified by Covered Entity. If termination, cure or end of the violation is not feasible, Covered Entity may report the violation to the Secretary. (c) Obligation of Business Associate Upon Termination. At termination of this Agreement, the Service Agreement(or any similar documentation of the business relationship of the Parties), or upon request of Covered Entity,whichever occurs first,Business Associate, shall: A. if feasible, return(in a manner or process approved by the Covered Entity)or destroy all Protected Health Information, regardless of form, including but not limited to paper or electronic format, received from Covered Entity, or created, maintained or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the Protected Health Information. This provision shall also apply to Protected Health Information and other confidential information in the possession of sub-contractors or agents of Business Associate. B. If such return or destruction is not feasible, Business Associate shall (i) retain only that Protected Health Information necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (ii) return or destroy the remaining Protected Health Information that the Business Associate still maintains in any form; (iii)extend the protections of this Agreement to the retained Protected Health Information; (iv) limit further uses and disclosures to those purposes that make the return or destruction of the Protected Health Information not feasible; and (v) return or destroy the retained Protected Health Information when it is no longer needed by Business Associate. (d) Survival. This paragraph shall survive the termination of this Agreement and shall apply to Protected Health Information created, maintained, or received by Business Associate and any of its subcontractors. VIII. MISCELLANEOUS 6 October 2013 (a) Indemnification. Business Associate agrees to indemnify, defend, and hold harmless Covered Entity, its officers, agents, contractors and agents, against, and in respect of, any and all claims, losses, expenses, costs, damages, obligations, penalties, and liabilities which Covered Entity may incur by reason of Business Associate's breach of or failure to perform any its obligations pursuant to this Agreement, including but not limited to any injury or damages arising from any noncompliance with this Agreement or any Security Incident attributable to the negligence of Business Associate, including failure to execute the terms of this Agreement. Further, Business Associate agrees to indemnify,defend, and hold harmless Covered Entity, its officers, employees, contractors and agents, against all costs and expenses, including but not limited to, reasonable legal expenses, which are incurred by or on behalf of Business Associate in connection with the defense of such claims. (b) Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement, HIPAA, HITECH, or the HIPAA Regulations will be adequate or satisfactory for Business Associate's own purposes. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of Protected Health Information. (c) Assistance in Litigation or Administrative Proceedings. Business Associate shall make itself, and any subcontractors, employees, affiliates or agents assisting Business Associate in the performance of its obligations under this Agreement, available to Covered Entity, at no cost to Covered Entity,to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against Covered Entity, its directors, officers or employees based upon a claimed violation of HIPAA, HITECH, the HIPAA Regulations, or other laws relating to security and privacy, except where Business Associate or its subcontractor,employee or agent is named adverse party. (d) Survival. The obligations of Business Associate under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the Service Agreement and/or the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors,and assigns as set forth herein. (e) Ownership of Information. Covered Entity holds all right, title, and interest in and to the Protected Health Information and Business Associate does not hold and will not acquire by virtue of this Agreement or by virtue of providing goods or services to Covered Entity, any right,title, or interest in or to the PHI or any portion thereof. (f) Right to Injunctive Relief. Business Associate expressly acknowledges and agrees that the breach,or threatened breach,by it of any provision of this Agreement may cause Covered Entity to be irreparably harmed and that Covered Entity may not have an adequate remedy at law. Therefore,Business Associate agrees that upon such breach, or threatened breach, Covered Entity will be entitled to seek injunctive relief to prevent Business Associate from commencing or continuing any action constituting such breach without having to post a bond or other security and without having to prove the inadequacy of any other available remedies. Nothing in this paragraph will be deemed to limit or abridge any other remedy available to Covered Entity at law or in equity. Except as expressly stated herein or in the HIPAA Security and Privacy Rule, the parties to this Agreement do not intend to create any rights in any third parties. (g) Amendment. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the HIPSS Regulations. In addition, this Agreement may be amended or modified by the Parties only in writing. (h) Assignment. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. 7 October 2013 (i) Independent Contractor. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. This Agreement will be governed by the laws of the State of North Carolina. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. 0) Regulatory References. A reference in this Agreement to a section in HIPAA, HITECH or the HIPAA Regulations means the section as it currently is in effect or as amended. (k) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Regulations. The parties agree that, in the event that any documentation of the arrangement pursuant to which 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 more restrictive provisions will control. The provisions of this Agreement are intended to establish the minimum requirements regarding Business Associate's use and disclosure of Protected Health Information. (1) Severability. In the event any part or parts of this Agreement are held to be unenforceable, the remainder of this Agreement will continue in effect. In addition, in the event a party believes in good faith that any provision of this Agreement fails to comply with the then-current requirements of the HIPAA Security and Privacy Rule, such party shall notify the other party in writing. For a period of up to (30)thirty days, the parties shall address in good faith such concern and amend the terms of this Agreement, if necessary to bring it into compliance. If, after such thirty-day period, a party believes in good faith that the Agreement fails to comply with the HIPAA Security and Privacy Rule, then either party has the right to terminate upon written notice to the other party. (m) Notices and Communications. All instructions, notices, consents, demands, or other communications required or contemplated by this Agreement shall be in writing and shall be delivered to the Party at the address below: For Covered Entity: For Business Associate Kim Woodward Associate Chair for Administration PO Box 8181 Emergency Medicine, 170 Manning Dr. Hillsborough,NC 27278 CB#7594 Chapel Hill,NC 27599-7594 (n) Strict compliance. No failure by any Party to insist upon strict compliance with any terms or provisions of this Agreement,to exercise any option,to enforce any right, or to seek any remedy upon any default of any other Party shall affect, or constitute a waiver of, any Party's right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, or contemporaneous, or subsequent default. No custom or practice of the Parties at variance with any provisions of this Agreement shall affect, or constitute a waiver of, any Party's right to demand strict compliance with all provisions of this Agreement. (o) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina except to the extent that North Carolina laws have been pre-empted by HIPAA and without giving effect to principals of conflicts of law. Jurisdiction shall be Orange County, North Carolina, for purposes of litigation resulting from disagreements of the Parties for purposes of this Agreement and the Service Agreement(s). 8 October 2013 (p) E-Verify. Employers and their subcontractors with 25 or more employees as defined in Article 2 of Chapter 64 of the NC General Statutes must comply with E-Verify requirements to contract with governmental units. E-Verify is a Federal program operated by the United States Department of Homeland Security and other federal agencies, or any successor or equivalent program used to verify the work authorization of newly hired employees pursuant to federal law. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes shall constitute breach of this Agreement. If applicable, by executing this Agreement, Business Associate affirms that they are in compliance with Article 3 of Chapter 64 if the North Carolina General Statutes. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: BUSINESS ASSOCIATE: By: By: � Acting for un� Wil ' L.R per, D,MPH Title: Q Title: De Schoo of Medicine ice Chancellor for Medical Affairs 9 October 2013 EXHIBIT A COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION To report to Covered Entity any use or disclosure of Protected Health Information not in compliance with the terms of this Agreement that might be considered a privacy breach,Business Associate should contact the Privacy Officer at the applicable entity. To report to Covered Entity any Security Incident(as defined in the Agreement),Business Associate should contact Kim Woodward,or the Security Officer at The Orange Emergency Services Department. 10 October 2013 AN AGREEMENT TO PROVIDE EMERGENCY MEDICAL DIRECTOR SERVICES THIS AGREEMENT dated July 1, 2014 between The University of North Carolina at Chapel Hill on behalf of its Department of Emergency Medicine (the "University"), and the County of Orange (the "County") for provision of Emergency Medical Director Services to Orange County. WITNESSETH Whereas, the County and the University have historically cooperated and worked jointly on matters of mutual concern and interest; and Whereas, the County operates and maintains a Department of Emergency Services which, as one of its functions, provides emergency medical care to the residents of the County; and Whereas, the County wishes to have associated with this program trained physicians specializing in emergency medicine to provide guidance and support; and Whereas, the University, through its Department of Emergency Medicine, wishes to provide this service for the County; and Whereas, performance of the activities described herein is consistent with the University's goals of research, teaching, education and public service. NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions set forth below, the County and the University agrees as follows: 1. The University agrees to provide a physician from the Department of Emergency Medicine to serve as Emergency Medical Director to the County (hereafter"the Medical Director." 2. The duties of the Medical Director shall include the following: a. Provide medical direction for the emergency medical services program of Orange County, including Medical and First Responder, Basic Life Support, Advanced Life Support, and special events coverage, including the Emergency Medical Service personnel of any agency franchised to provide emergency services in Orange County. b. Provide medical oversight, guidance, and leadership for medical issues and responses for fire and law enforcement partners in Orange County." c. Develop, review, and periodically update medical treatment protocols in conjunction with the County Director of Emergency Services or designee (hereafter"the Director"). 1 d. Provide medical treatment supervision of personnel by randomly responding to EMS calls and observing the approach, demeanor, relationships, and medical treatment provided to the patient and others by all responding personnel including, Medical and First Responders, Fire, Law Enforcement, Rescue, and EMS. e. Facilitate a program of total quality management of patients addressing compliance to protocol, standards of care, technician proficiency, appropriate patient management, effectiveness of treatments and protocols, evaluation for positive patient outcomes and other components of the Orange County EMS system that occur from access through 911 to delivery through the Emergency Department at the University of North Carolina Hospitals or other appropriate location in accordance with applicable law or policy. Provide ongoing recommendations to the Director of system needs and changes necessary to implement and operate the patient total quality management program. f. Serve as the contact person for UNC Hospitals and receive complaints, comments, or questions from the hospital's medical staff about out-of- hospital emergency medical issues and consult with the Director or their designee for resolution. g. Assist the Medical Affairs Officer for the County's Department of Emergency Services in general medical issues for HazMat, Fire, Rescue, Law Enforcement, and others in providing coverage for special events, planning for mass casualty, and other activities outside the routine EMS tasks. h. Serve as the medical director for the Emergency Medical Dispatch program and perform the same functions for Communications as noted in sub- paragraphs b, c and d. i. Review data about the EMS System in Orange County and analyze activity and trends through interpretation of various databases. j. Provide weekly administrative time at the Department of Emergency Services for consultation and review of medical issues with the Director. k. Be available by telephone for twenty-four (24) hours a day medical consultation. 1. Relate to all patients and staff of the County in a professional manner. m. Provide medical consultation in accord with accepted methods and procedures. 2 n. Other duties as may be requested and necessary in assuring a quality EMS program for Orange County. 3. The department head of the University's Department of Emergency Medicine, with the advice and consent of the Director, shall designate the physician who will serve as the Medical Director and the name of any physician or physicians who will provide services under this Contract as back-up to the person named as the Medical Director in the event the Medical Director is unavailable. The names of those designated shall, upon designation, be provided to the Director within 30 days of the start of this Agreement. a. Any change in the persons designated will be agreed upon by the head of the University's Department of Emergency Medicine and the Director. b. The University and the County shall indicate their agreement to the designation of the Medical Director and any other physicians involved as described above by signing the "Designation of Medical Director" attachment("Attachment A")to the Contract. 4. In the event that the Medical Director and back-up physicians become unwilling or unable to perform the duties required by this Contract, the University shall, with the advice and consent of the Director, designate replacements. If agreement on designation is not achieved,then this Contract shall terminate. 5. The University shall be responsible for ensuring that any physicians providing services under this Contract maintain current registration and licensure and shall provide evidence of such to the County upon request. 6. The County shall compensate the University for the services provided pursuant to this Contract in the amount of fifty one thousand seven hundred dollars ($51,700) per year for services provided from July 1 of each year through June 30 of the next year. The University shall invoice the County on or about July 1" of each year and the County shall provide payment within 30 days of receipt of invoice. 7. The County and the University shall each designate one person as its' official contact person for purposes of implementing and administering this Contract. 8. Nothing contained therein is intended to alter or abridge the employment relationship between the University and its employees or the County and its employees. 9. Any University staff providing services under this Contract to the County shall be provided with the University's medical and hospitalization benefits and 3 insurance and be covered by Worker's Compensation insurance or self insurance. 10. Both parties to this contract will adhere to local, state, and federal legal requirements, including those regarding claim submission for third party payors and those regarding the confidentiality of medical records, and may enact other contracts or agreements stipulating the specific arrangements for achieving this compliance. 11. This Agreement shall run for a period of one year, from the 1 st day of July, 2014 to the 30th day of June, 2015, and shall be renewable, upon the mutual written agreement of the parties. 12. This Agreement or its renewals may be terminated at any time and as provided in paragraph 4, without penalty by either party provided that written notice of such termination is furnished to the other party at least 90 days prior to termination. In the event of such termination any payment due shall be prorated to the date of termination. If either party defaults in its obligations and does not cure such default within ten (10) days of receipt of notice of such default, the non-defaulting party may immediately terminate the Contract. 13. Independent Contractor. The services rendered by the University and the they physicians appointed medical director pursuant to this Agreement are those of an independent contractor with respect to Orange County Government. For all purposes, the medical director is an employee of The University and not an employee of Orange County Government. Nothing contained in this Agreement shall be construed to create the relationship of principal and agent, or employer and employee, between The University and Orange County Government. 14. The University shall be responsible for the negligence of its employees and agents to the extent allowed under the North Carolina Tort Claims Act. Further, the University shall provide adequate professional liability self-insurance for the University personnel who provide the services described in this Contract. The insurance limits will be stated in a Certificate of Insurance or other written evidence of insurance submitted to the County at the time the Contract is commenced. 15. No transfer or assumption of liability for the acts of the employees or agents of either party is intended by the parties to this Contract. 16. The University and the County hereby agree that, in their educational and/or employment practices, each will comply with such non-discrimination laws as may be applicable to them in the performance of this Contract. 4 17. This Contract contains the entire understanding of the parties and shall not be altered, amended, or modified, except by an agreement in writing executed by the duly authorized officials of both parties. 18. The laws of North Carolina shall govern the validity and interpretation of the provisions,terms, and conditions of the Contract. 19. No provision of this Agreement shall be construed or interpreted as creating a pledge of the faith and credit of the Orange County within the meaning of any constitutional debt limitation. No provision of this Agreement shall be construed or interpreted as creating delegation of governmental powers or as a donation by a lending of the credit of Orange County within the meaning of the Constitution of the State of North Carolina. This Agreement shall and does not directly or indirectly or contingently obligate Orange County Government to make any payments beyond those appropriated in the sole discretion of Orange County for any fiscal year in which this Agreement shall be in effect. No deficiency judgment may be rendered against Orange County in any action for breach of a contractual obligation under this Agreement and the taxing power of Orange County is not and may not be pledged directly or indirectly or contingently to secure any monies due under this Agreement. 20. Health Care Regulatory Covenants. The parties acknowledge and agree that the compensation set forth in this Agreement is commercially reasonable and represents the fair market value of the services to be provided. Further, this Agreement has been negotiated in an arm's length transaction and has not been determined in a manner which takes into account the volume or value of referrals or other business that may be generated between the parties. The parties agree that the medical director services are necessary services, and services for which neither the University nor the Physicians are otherwise generally compensated. The parties hereby support a patient's right to select the medical facilities and providers of their choice. 21. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11 A and Article 40 of North Carolina General Statute Chapter 66. [SIGNATURE PAGE TO FOLLOW] 5 IN WITNESS WHEREOF, the parties hereto have duly and validly authorized and executed this Agreement this the 1St day of July, 2014. FOR AND ON BEHALF OF THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL / Acting for Wi1liam L.Roper,MD.MPH Dean,School of Medicine Vice Chancellor for Medical Affairs Matthew A. Mauro, MD CEO, UNC Faculty Physicians FOR A ON BEHALF OF THE COUNTY OF ORANGE Bonnie Hammersley, Count ager FOR ORANGE COUNTY USE ONLY This instrument has been approved as to technical content. Din Jeffries, lrjeji inergency Services Director This in rument ha en pre-audited in the manner required by the Local Government Bu an ca ntrol Act. Gary naldso , Chief Finance Officer This in ent bee pproved as to form and legal sufficiency. Annette oore, O ice of Coun Attorney 6 Attachment A STATE OF NORTH CAROLINA ORANGE COUNTY DESIGNATION OF MEDICAL DIRECTOR The University of North Carolina at Chapel Hill (the and Orange County. North Carolina (the "Count,,")hereby agree as follows: WHEREAS, the University and the County have entered into that certain agreement for provision of EMS Medical Direction Services to the County dated as of the I st day of July, 2014 (the - EMS Medical Director Agreement"); and WHEREAS. the EMS Medical Director Agreement requires that the parties indicate their agreement to the designation of the EMS Medical Director and any other physicians who will provide back-up services under the EMS Medical Director Agreement; and WHEREAS, the parties have. and hereby do,agree to the designation of the EMS Medical Director and other physicians who will provide back-up services under the EMS Medical Director Agreement. ' NOW THEREFORE, the parties hereto agree that the physicians who will provide services under the EMS Medical Director Agreement shall be as follows: 1. EMS Medical Director: Jane H. Brice, MD. MPH II. First Back-tip Medical Director: Tom Griggs, MD Ill. Second Back-Up Medical Director: Stephanie Crapo, MD IN WITNESS WHEREOF, the parties hereto have duly authorized and entered into this agreement as of the I't day of July.2014. FOR AND ON BEHALF OF: FOR AND ON BEHALF OF: UNIVERSITY OF NORTH CAROLINA COUNTY OF ORANGE at CHAPEL HILL Acting for By: V m d By P William L. R p r. . MPh? Bonnie Hammersley 'm Dean of Sch of edicine County Manager Vice ancellor of Medical Affairs Matthew A. Mauro, MID CEO, UNC Faculty Physicians