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HomeMy WebLinkAboutAgenda - 06-26-2007-4hORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 26, 2007 Action Agenda Item No. ~ - ~ SUBJECT: Contract Renewal with UNC Family Medicine and Health Department DEPARTMENT: Health PUBLIC HEARING: (Y/N) No ATTACHMENT(S): Contract Addenda A to Contract Business Associate Agreement INFORMATION CONTACT:. Rosemary Summers, 245-2411 PURPOSE: To renew a contract with UNC Family Medicine and Health Department for Physician Services. BACKGROUND: This contract covers all physician services for the Health Department, including communicable disease consultation, clinic supervision and direct. clinical services, mandated oversight of all nurse practitioners, and consultation on protocol development and quality assurance. Back-up services are also included in the contract for vacation and sick leave coverage. The contract amount is up to $150,529 for the year, an 11 % increase over the previous year. The increase primarily covers an additional 2 hours per week of direct clinical services and an increase in medical malpractice insurance that UNC Family Medicine has experienced. The physicians began providing 24-hour call consultation and supervision for the Health Department's nurse practitioners when the Department began providing primary care services in 2005. Last year, the Health Department had over 11,000 clinical visits and more than 2,500 home visiting contacts. In addition, there is a separate addenda to this contract for $1,000 that includes medical supervision of the nurse practitioner employed by the Chapel Hill Carrboro City Schools. CHCCS pays the entire cost of this supervision. FINANCIAL IMPACT: The contract for FY 2007-2008 cost includes an 11 % increase for a total of up to $150,529 per year. This represents .75 full time equivalent (30 hours) of a physician's time including medical back-up. These amounts have been included in the Health Department's requested budget for FY 2007-2008. RECOMMENDATION(S): The Manager recommends that the Board approve the contract renewal and authorize the Chair to sign pending approval of the FY 2007-2008 budget and County Attorney review. 07-08 AGREEMENT Between UNC School of Medicine 2 And Orange County Health Department May 21, 2007 Page of 9 STATE OF NORTH CAROLINA COUNTY OF ORANGE HEALTH DEPARTMENT AND THE DEPARTMENT OF FAMILY MEDICINE, UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL AGREEMENT FOR MEDICAL DIRECTOR SERVICES THIS AGREEMENT, made and entered into this first day of July 2007, by and between The University of North Carolina at Chapel Hill, hereinafter referred to as the "University," for its Department of Family Medicine in the School of Medicine, hereinafter referred to as the "Department" and the Orange County Health Department, hereinafter referred to as the "OCHD." WITNESSETH: WHEREAS, the Department desires to provide Medical Director Services, including general consultation and clinical services, and to participate in the provision of medical care for the citizens of the community, and; WHEREAS, OCHD operates a number of "Outpatient Clinics" located at the site of the Orange County Health Department in Chapel Hill and Hillsborough, North Carolina, or other sites that may, from time to time, be provided; NOW, THEREFORE, in consideration of the premises and the following mutual covenants and conditions and any sums to be paid, OCHD and the University agree as follows: 1, The Department will provide "Medical Director Services", including the professional "General Consultation" and "Clinical" services identified below. 2, The Medical Director Services provided by the Department shall include the following General Consultation Services: a. act as the principal advisor to OCHD Health Director and OCHD Personal Health Services Director in matters of medical policy; b. advise OCHD Health Director and OCHD Personal Health Services Director on the medical implications of alternatives in clinical program functioning and management; c. at the request of OCHD Health Director represent OCHD, and negotiate on behalf of OCHD, with respect to interagency relationships that involve medical expertise; d. advise and interpret the regulatory requirements related to medical aspects of OCHD'S functions; e. provide coordination for medical components of the Outpatient Clinics of OCHD; f. advise and assist OCHD staff in epidemiological investigations; 07-08 AGREEMENT Between UNC School of Medicine And Orange County Health Department May 21, 2007 Page of 9 g. be responsive to community public health concerns directly and in consultation with OCHD Health Director and OCHD Division Directors; h. assist OCHD Health Director and OCHD Personal Health Services Director in establishment of medical procedures and quality/quantity control mechanisms; i. assist OCHD staff in data analysis towards identification of public health concerns; j. work with OCHD Health Director and OCHD Division Directors on formulation of responses to public health concerns; k. assist with evaluation of medical programs and services provided by OCHD, including recommendations for constructive change; 3 I. maintain close contact and availability through on-site visits at OCHD and phone consultation to assist OCHD in the discharge of OCHD responsibilities; m. participate in OCHD Division Head management meetings and OCHD Division level meetings when requested and appropriate; n. attend Orange County Board of Health meetings when requested; o. 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; p. other miscellaneous duties as provided for in the agreement; q. discharge the above described responsibilities through and with knowledge aforehand of OCHD Health Director. 3. The Medical Director Services provided by the Department shall include Clinical Services in compliance with State and Federal guidelines and program rules for all Outpatient Clinics conducted by OCHD, including without limitation the following OCHD Outpatient Clinics: Family Planning (FP), Prenatal Care (PNC), Child Health (CH), Adolescent Health (ADOL.), Tuberculosis (TB), Sexually Transmitted Disease (STD), General Communicable Disease Control (GEN), Adult Health Preventive Services (AH/HP), and Primary Care (PC). The Clinical Services provided by the Department shall include the following: a. 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 07-08 AGREEMENT Between UNC School of Medicine , And Orange County Health Department May 21, 2007 Page of 9 protocols used at UNC Department of OB/GYN and Family Medicine outlying clinics. b. 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; Regular individual meetings with the nurse practitioners will occur according to an agreed upon schedule to review records of high-risk or problematic patients; Documentation will be recorded in the patient record indicating that a review occurred and noting any recommended changes in the plan of care. c. Co-signing charts of patients seen by new nurse practitioners of OCHD within five (5) working days for at least the first six months of their nurse practitioner practice, and face-to-face consultation on a weekly basis for the first month of their nurse practitioner practice and at least monthly thereafter for the succeeding five months; d. A review of all OCHD prenatal records at 16, 28 and 36 weeks to assure that appropriate medical care is being provided, with a Maternity Chart Review form completed at each interval. e. Weekly group meetings with clinical staff in each site according to an agreed upon schedule to discuss patient care and clinical operation issues. f. Overall responsibility for medical Residents and medical students working in clinics including orientation, supervision of practice and assurance of compliance with OCHD program and documentation requirements. g. Provision of routine medical services during scheduled on-site times at OCHD Outpatient Clinics, including documentation of Clinical Services provided per established OCHD protocols; h. Medical consultation visits to OCHD patients during on-site scheduled times at Outpatient Clinics; medical consultation to OCHD nurse practitioners by telephone when the Medical Director is not on-site at OCHD outpatient clinics. i. Continuing education consultation for OCHD nurse practitioners and other OCHD staff to include regular informal consultation and periodic formal sessions as appropriate; j. After-hours medical consultation for primary care patients of OCHD: UNC Health Care's HealthLink program provides initial triage of after-hours calls as per the agreement attached hereto and incorporated as exhibit A ("after- hours program"). The Department will provide Medical Director consultation and supervision to OCHD clinicians (3 FNPs) that provide after-hours medical 07-08 AGREEMENT Between UNC School of Medicine And Orange County Health Department May 21, 2007 Page of 9 5 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 4 clinicians shall provide such after-hours medical consultation 1 week/month. k. Discharge the above described responsibilities through and with knowledge aforehand of OCHD Health Director. 4. 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 the Outpatient Clinics (Tuesday -Hillsborough; Thursday -Chapel Hill) 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. 5. The Department shall provide, at a minimum, the equivalent of .75 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. Said services will be provided primarily by the "Medical Director", or "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. 6. The Chair of the Department shall, concurrent with the execution of this agreement, designate the name of the Medical Director, and the names of four Department physicians who will rotate as back-up Department physicians, to be "available" to provide the General Consultation and Clinical Services identified in this agreement. a. The Department and OCHD shall indicate their mutual agreement to the designation of the Medical Director and designated back-up Department physicians available to be scheduled in the absence of the Medical Director by signing the "Designation of Medical Director" attachment to this contract. Any changes in these designations will be mutually agreed to by the Chair of the Department and OCHD Health Director. 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 for in paragraph 18 of this agreement. b. Substitutions in the scheduling of the Medical Director or designated back-up Department physician will be the responsibility of the Department in 07-08 AGREEMENT Between UNC School of Medicine 6 And Orange County Health Department May 21, 2007 Page of 9 consultation with OCHD Health Director. Vacation leave, continuing education, and other assignments requiring temporary back-up coverage will be mutually agreed upon by the Chair of the Department and OCHD Health Director. 7. The Medical Director or designated back-up Department physician shall provide a total of twenty-four (24) hours per week of the foregoing Clinical Services on-site at OCHD Outpatient Clinics or other sites as provided therefor. 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 orback-up Department physician on the premises of OCHD outpatient. facilities or other sites provided therefor at other times, access should be made available during other days and times as stipulated in this agreement. 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 unremediable circumstances, phone coverage of a designated back-up Department physician must be provided and nurse practitioner charts will be signed by the appropriate designated Department physician or back up Department physician on call within five (5) working days. 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 provided therefor, as necessary, during communicable disease incidents or other public health-related emergencies. 8. 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 (Paragraph 2). 9. The Department will maintain current registration and licensure of the Medical Director and designated back-up Department physicians and shall provide copies to OCHD as appendices to the Designation of Medical Director attachment to this contract. 11. 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. 07-08 AGREEMENT Between UNC School of Medicine '] And Orange County Health Department May 21, 2007 Page of 9 12. The University will be responsible for the negligence of its employees and agents to the extent of the North Carolina Tort Claims Act. Further, the University will provide adequate professional liability insurance for the University and its personnel who provide the services described in the agreement. The insurance limits will be stated in a Confirmation of Insurance submitted at the time the contract is commenced. 13. The Department will offer medical consultation in accordance with the appropriate medical standards and accepted methods and procedures. 14. OCHD agrees to pay the Department in return for the above services equal monthly installments of TWELVE THOUSAND AND FIVE HUNDRED FORTY FOUR DOLLARS ($12,544) for a total of $150,529. 15. The University shall bill OCHD on a monthly basis with the first bill being dated July 1, 2007 and OCHD shall pay the University within thirty (30) days of receipt of the University's bill. Any adjustments to the billing shall be taken into account in the next succeeding bill or as soon thereafter as reasonably practicable. 16 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. 17. This agreement shall run for a period of TWELVE (12) months, from the 1st day of July, 2007, to the 30th day of June, 2008, and shall be renewable annually thereafter upon written notice executed by both parties. 18. This agreement or its renewals may be terminated at any time without penalty by either party provided that the agreement is terminated either: a. upon failure of the parties to agree on a replacement Medical Director or replacement designated back-up Department physician pursuant to paragraph 6 of this agreement; or b. upon delivery of written notice of termination furnished to the other party at least ninety (90) days prior to termination. In the event of such termination, any payment due shall be prorated to the date of termination. 19. OCHD hereby agrees with the University that, in their educational and/or employment practices, OCHD and the University will comply with such non- discrimination laws as may be applicable to it in the performance of this agreement. The Department shall abide by pertinent rules and regulations of OCHD, Orange County, and the North Carolina Department of Health and Human Services in the conduct of service. 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. 07-08 AGREEMENT Between UNC School of Medicine And Orange County Health Department May 21, 2007 Page of 9 20. No provision of this agreement shall be construed or interpreted as creating a pledge of the faith and credit of the County of Orange or OCHD within the meaning of any constitutional debt limitation. No provision of this agreement shall be construed or interpreted as creating a delegation of governmental powers nor as a donation by or a lending of the credit of the County of Orange or OCHD within the meaning of the Constitution of the State of North Carolina. This agreement shall and does not directly or indirectly or contingently obligate the County of Orange or OCHD to make any payments beyond those appropriated in the sole discretion of the County of Orange or OCHD for any fiscal year in which this agreement shall be in effect. No deficiency judgment may be rendered against the County of Orange or OCHD in any action for breach of a contractual obligation under this agreement and the taxing power of the County of Orange is not and may not be pledged directly or indirectly or contingently to secure any moneys due under this agreement. 21. This agreement supersedes any previous agreements between the parties concerning the matters agreed to herein. This agreement 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. 22. The laws of North Carolina shall govern the validity and interpretation of the provisions, terms, and conditions of this agreement. 07-08 AGREEMENT Between UNC School of Medicine And Orange County Health Department May 21, 2007 Page of 9 IN WITNESS WHEREOF, the parties have hereunto signed this agreement in their official capacities of the day and year listed below. FOR AND ON BEHALF OF FOR AND ON BEHALF OF ORANGE COUNTY HEALTH DEPARTMENT THE UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL Rosemary L. Summers, MPH, DrPH David R. Perry Health Director Vice-Chancellor for Finance and Administration DATE: ~ DATE: Warren P. Newton, MD Chair, Family Medicine DATE: William L. Roper, MD, MPH Dean, School of Medicine DATE: FOR AND ON BEHALF OF THE COUNTY OF ORANGE Moses Carey Jr., Chair Orange County Board of Commissioners DATE: 9 ORANGE COUNTY FINANCE DIRECTOR: "This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act." DATE: Ken Chavious Finance Director 07-08 AGREEMENT Between UNC School of Medicine 10 And Orange County Health Department May 21, 2007 Page of 9 Designation of Medical Director Attachment to Contract between the Department of Family Medicine, University of North Carolina, School of Medicine and the Orange County Health Department for July 1, 2007 through June 30, 2008. The following physicians are designated by the Department of Family Medicine to fulfill the terms of the attached contract: Michael Fisher, MD Lauren Linsley, MD Kia Williams MD 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 Newton, Chair Department of Family Medicine Agreed: Date Medical Director Physician Rosemary Summers, Health Director Orange County Health Department Date May 21, 2007 Final Addendum A to Agreement between UNC and OCHD For Medical Director Services Whereas, the Chapel HilUCarrboro City Schools (CHCCS) employs one (1) School Nurse who is a licensed and qualified Nurse Practitioner (Head Start Program), and; Whereas, the Chapel HilUCarrboro City Schools (CHCCS) seeks to have the School Nurse provide limited nurse practitioner services to students at her site, and; Whereas, the School Nurse Practitioner requires medical supervision, and; 11 Whereas, the Orange County Health Department (OCHD) maintains a Memorandum of Agreement with the Chapel Hi1UCarrboro City Schools to provide medical direction to school nurses by the OCHD Medical Director, and; Whereas, The University of North Carolina at Chapel Hill (`The University') through its Department of Family Medicine of the UNC School of Medicine (Department) provides medical supervision to OCHD Nurse Practitioners through its Medical Director contract and is agreeable to expanding the contract to provide medical supervision to the CHCCS School Nurse Practitioner. Therefore, the above parties agree to the following: 1. OCHD Medical Director (or other mutually agreed upon UNC Family Practice physician) will provide medical supervision to the CHCCS School Nurse Practitioner from August 1 S, 2007 to June 1 S, 2008 (10 months) in accordance with the term of the Agreement between The University and OCHD. 2. CHCCS will maintain medical malpractice insurance equal to or exceeding a $1 million per incident and a $3 million upper limit coverage for its School Nurse Practitioner and will furnish proof of insurance to the OCHD and the Department. 3. CHCCS will submit all nurse practitioner protocols to OCHD for review by the Medical Director or designee prior to implementation of the protocols. 4. CHCCS will assure the School Nurse Practitioner has an approved Board of Pharmacy registration and Registration and Approval to Practice by the NC Board of Nursing and the NC Medical Board. CHCCS will provide OCHD with a copy of the Nurse Practitioner's current license. S. CHCCS will assure the School Nurse Practitioner has a Collaborative Practice Agreement completed with the University's assigned OCHD Supervising Physician. May 21, 2007 Final 12 6. CHCCS will assure that the School Nurse Practitioner abides by all laws and regulations governing the confidentiality of patient information, including HIPAA privacy rules. 7. OCHD will amend its agreement with CHCCS to include the medical supervision of its School Nurse Practitioner by the Universi . 's assigned OCHD Medical Director or designee with its corresponding period of coverage and costs. 8. CHCCS will pay OCHD for medical supervision of its School Nurse Practitioner the amount of $1000/year (1 hour/month @$97/hour) in one lump payment by September 30, 2007. 9. OCHD will pay The University for the above services in one lump payment of $1000 by December 30, 2007. 10. This agreement is in effect from July 1, 2007 through June 30, 2008. Signatures• Rosemary Summers, MPH, DrPH Orange County Health Director Date Neil Pedersen, PhD CHCCS Superintendent Warren Newton, MD Chaix, Family Medicine Date Date Orange County Finance Director: "This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act." Ken Chavious Finance Director Moses Carey, Jr., Chair Orange County Board of Commissioners Date Date 13 BUSINESS ASSOCIATE AGREEMENT This Agreement is made effective the 1 ~` Day of July, 2007, 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, 2007-June 30, 2008, and is hereby referred to as the "Arrangement Agreement"); and WHEREAS, Business Associate may have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties' continuing obligations under the Arrangement Agreement, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Privacy Rule and to protect the interests of both Parties. DEFINITIONS Except as otherwise defined herein, terms used in this Agreement shall have the same meaning as those terms set forth in the HIPAA Privacy Rule. II. CONFIDENTIALITY REQUIREMENTS (a) Business Associate shall: (i) use or disclose any protected health information solely as permitted or required by this Agreement, the Arrangement Agreement (if consistent with this Agreement and the HIPAA Privacy Rule), or as required by law. (ii) ensure that its agents, including a subcontractor, to whom it provides protected health information received from or created by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply to Business Associate with respect to such information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees' actions or omissions do not cause Business Associate to breach the terms of this Agreement; (iii) implement appropriate safeguards to prevent use or disclosure of protected health information other than as permitted or required by this Agreement; (iv) permit the Secretary of Health and Human Services to audit Business Associate's records and practices related to use and disclosure of protected health information to ensure Covered Entity's compliance with the terms of the HIPAA Privacy Rule; (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 14 (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. IV. TERMINATION (a) Term: This Agreement terminates when the Arrangement Agreement terminates or as provided in Paragraph IV.b. below (termination for cause). (b) Termination for cause: Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall either: (i) provide an opportunity for Business Associate to cure the breach or end the violation or, if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity, terminate this Agreement and the Arrangement Agreement; or (ii) immediately terminate this Agreement and the Arrangement Agreement if Business Associate has breached a material term of this Agreement and cure is not possible. (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: 15 (i) if feasible, return or destroy all protected health information received from or created or received by Business Associate on behalf of Covered Entity that Business Associate still maintains in any form. Business Associate shall only destroy protected health information with the written approval of Covered Entity. After return or destruction, Business Associate shall retain no copies of such information. (ii) if return or destruction is not feasible, Business Associate will provide Covered Entity with documentation explaining the reason that it is not feasible. If the protected health information is not returned or destroyed, Business Associate will extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible. (d) Survival: The obligations of Business Associate under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the Arrangement Agreement and/or the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. V. MISCELLANEOUS (a) All protected health information that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entity's behalf shall be subject to this Agreement. (b) A reference in this Agreement to a section in the HIPAA Privacy Rule means the section as in effect or as amended. (c) In the event of an inconsistency between the provisions of this Agreement (including definitions) and mandatory provisions of the HIPAA Privacy Rule, as amended, the HIPAA Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Privacy Rule, but are nonetheless permitted by the HIPAA Privacy Rule, the provisions of this Agreement shall control. (d) Except as expressly stated herein or the HIPAA Privacy Rule, the parties to this Agreement do not intend to create any rights in any third parties. (e) This Agreement may be amended or modified only in a writing signed by the Parties. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. (f) This Agreement will be governed by the laws of the State of North Carolina. (g) No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. (h) The parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of protected health information that are more restrictive than the provisions of this Agreement, the provisions of the more restrictive documentation will control. (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. 16 (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. above. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written COVERED ENTITY: By: BUSINESS ASSOCIATE: By: Title: Title: