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HomeMy WebLinkAbout2017-132 Health - UNC-CH Dept. of Maternal & Child Health for Interim Health Director H Departmental Use Only] TITLE ` FY NORTH CAROLINA ORANGE COUNTY Interim Health Director Service Agreement This Service Agreement (hereinafter "Agreement"), made and entered into this the 241' day of February 2017„ ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") on behalf of the Orange County Board of Health (hereinafter, "Board") and The University of North Carolina at Chapel Hill on behalf of its School of Public Health(hereinafter, the " University"). WITNESSETH: That the County and University, in accordance with Article 10 of Chapter 126 of the NC General Statutes("Interchange of Governmental Employees") and for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by an employee of the University to the County for services of an Interim Health Director for Orange County, North Carolina, as provided below in Section 3,Basic Services. ii) By executing this Agreement,the University represents and agrees that University is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent,professional and timely.manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the University for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the University a. Services to be provided. The University shall provide the County with all services required in Section 3 within the time period set forth herein and in accordance with the standards applicable to North Carolina local health departments. b. Standard of Care. i) The University shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the standards applicable to North Revised January 2017 1 (00046427.DOC) Carolina local health departments and in accordance with applicable federal, state "A and local laws and regulations applicable to the performance of these services. ii) The University shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor,any contract or any other relationship. iii) University is an independent contractor of County. Any and all employees of the University engaged by the University in the performance of any work or services required of the University under this Agreement, shall be considered employees or agents of the University only and not of the County, and any and all claims that may or might arise under any workers compensation or other similar law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the University. iv) University agrees that University, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of University's services under this Agreement. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials University represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active,and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. The Basic Services to be rendered pursuant to this Agreement are as follows: i) General Interim Health Director Services. The services provided by the University's employee shall be as the Interim Health Director, exercising all statutory rights, privileges, and duties of the postion, at the direction of the Orange County Board of Health including,but not limited to the following: (1) Responsibilities established under N.C. Gen. Stat. § 130A-41; and (2) Duties provided in the Orange County Health Director Classification Specifications, which is attached to this Agreement as Exhibit A, and is hereby incorporated herein; and (3) Other duties as assigned by the Orange County Board of Health ii. Key Personnel. The services of the Interim Health Director shall be provided by Dorothy Cilenti, an employee of the University, who is designated as Key Personnel under this Agreement. There shall be no substitution of Key Personnel without the express written consent of the Orange County Board of Health. Revised January 2017 2 {00046427.DOC} iii. Relationship of the Parties. Orange County shall contract with the University for the services of Key Personnel, identified above, for an interim appointment as the Orange County Health Director while the Orange County Board of Health conducts the recruitment and selection of a permanent Health Director. University acknowledges that there have been no representations made to either the University or Key Personnel that the Key Personnel will be appointed or employed in a permanent position with the County; or that key personnel will receive any fringe benefits typical of a permanent employment with the County. During the term of this Agreement Key Personnel shall remain the employees of the University. 4. Duration of Services a. Term. The tern of this Agreement shall be from February 24, 2017 to August 23, 2017, and may be extended for up to an additional ninety (90) days upon written notification executed by both parties. b. Scheduling of Services. Key Personnel shall provide the following scheduling of services: i) Conduct services onsite at the Orange County Health Department two days a week(The University's employee will observe the University's holiday schedule). ii) Be available to respond to public health emergencies by phone or pager 24 hours a day, seven days a week. iii) Respond in person to public health emergencies, as determined jointly by the Chair of the Board of Health and the Key Personnel. iv) Attend monthly Orange County Board of Health meetings and Orange County Board of Commissioner meetings as needed. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services described in section 3 shall include all compensation due the University from the County for all services under this Agreement, including mileage of Key Personnel. There are no additional reimbursable expenses included in this Agreement. The County shall reimburse the University on a monthly basis for forty percent of the salary, fringe benefits and health insurance of Key Personnel, which amounts to five thousand seven hundred twenty dollars and 25/100 per month ($5,720.25), reduced proportionately on a daily basis for any portion thereof. In addition, the County will pay a lump sum for mileage in the amount of two hundred and twenty-five dollars ($225) per month, reduced proportionately on a daily basis for any portion thereof. The maximum amount payable for Basic Services shall not exceed thirty-five thousand six hundred and seventy-two dollars($35,672)payable in equally monthly installments. b. Invoice. The University shall invoice OCHD on a monthly basis with the first invoice being dated March 1, 2017 for the period February 24, 2017 through February 28, 2017. c. Payment for Basic Services. Payment for Basic Services shall become due and payable within thirty (30) days of University properly invoicing the County. Any adjustments Revised January 2017 3 (00046427.DOC) to the invoice shall be taken into account in the next invoice or as soon thereafter as reasonably practicable. Payment shall be subject to provisions of Section 5(e). d. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should University fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. e. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by University unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated the Interim Health Director, to act as the County's representative and the Interim Health Director shall have the authority to render decisions within guidelines established by the Board of Health and shall be available during working hours as described in section 4 b as often as may be reasonably required to render decisions and to furnish information. b. FE, uiument and Supplies. OCHD agrees to furnish all supplies, equipment, office space and a computer as needed by the Interim Health Director; to include the Interim Health Director in all appropriate conferences, meetings, correspondence and publications necessary to appropriately discharge the Interim Health Director's duties within budgetary constraints. 7. Insurance a. General Requirements. The University will be responsible for the negligence of its employee and agents working under this Agreement to this extent of the North Carolina Tort Claims Act. Further, the County shall provide adequate professional liability insurance, if needed, for the University and its personnel who provide services described in this Agreement. The insurance limits will be stated in a Certificate of Insurance submitted at the time this Agreement is commenced. The professional liability insurance shall cover personal injury and property damage claims arising out of or related to the performance under this Agreement by the persons designated as Interim Health Director under this Agreement in the amount of at least $1 million, per occurrence, $2 million aggregate but no less than the amount of coverage that the County customarily provides for its health director. b. Evidence of Insurance. Evidence of such insurance shall be furnished to the University, together with evidence that each policy provides the University with not less than thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. 8. Indemnity Revised January 2017 4 (00046427.DOC) a. Indemni1y. The University will be responsible for the negligence of its employees and agents to the extent of the North Carolina Tort Claims Act. Notwithstanding the foregoing, the County shall indemnify the University for any claims arising out of the provision of services by the University's employee without regard to whether the claim is covered by the NC Tort Claims Act. It is the intent of this provision to require the County to indemnify the University to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the University. The University shall proceed to perform the services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon fourteen (14) days written notice to the University. b. Termination by Either Party. This agreement or its renewals may be terminated at any time without penalty by either party provided that the agreement is terminated upon delivery of written notice of termination furnished to the other party at least fourteen (14)days prior to termination. c. Other Termination. The University may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The University shall give the County fourteen (14)days written notice of its intent to terminate this Agreement for cause. d. Compensation After Termination. i) In the event of termination, the University shall be paid that portion of the fees and expenses that it has earned to the date of termination. ii) Should this Agreement be terminated, the University shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. e. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the University with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions Revised January 2017 5 (00046427.DOC) a. Limitation and Assi ent. The County and the University each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the University shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing? Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Consultant's breach of this Agreement. By executing this Agreement University affirms University is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, University certifies that University has not been identified, and has not utilized the services of any agent or subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147-86.58. c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. d. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the University and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. e. Nondiscrimination. The County hereby agrees with the University that, in their educational and/or employment practices, County and the University will comply with such state and federal non-discrimination laws as may be applicable to it in the performance of this agreement. f. Conduct of Service. The University shall abide by pertinent rules and regulations of OCHD, Orange County, and the North Carolina Department of Health and Human Services in the conduct of service. g. Confidentiality. The University and the County shall comply with such confidentiality laws as may be applicable in the performance of this agreement and acknowledge that in receiving, storing, processing or otherwise dealing with any confidential information, they will safeguard and not further disclose the information except as permitted by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended, and the provisions of the Business Associate Agreement which is attached hereto and incorporated herein by reference. h. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. Revised January 2017 6 {00046427.DOC} i. Non-Appropriation. University acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to University of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to University of such limitation or change in County's legal authority. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail,return receipt requested to the following: Orange County Health Department University Attention: Chair,Board of Health c/o Lisa Perry P.O.Box 8181 Dept.of MCH, UNC CH,CB 7445 Hillsborough,NC 27278 Chapel Hill,NC 27599 k. 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 11A and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: UNIVERSI By: ' By: Bonnie unmersley, County ger y e Chancellor Orange County,North Caroli a f Administration M till ew r1J ade- Revised January 2017 7 {00046427.DOC} BUSINESS ASSOCIATE AGREEMENT This Agreement is made effective the 24th of February, 2017, by and between Orange County Government, Orange County Health Department, hereinafter referred to as"Covered Entity", and the UNC Gillings School of Global Public Health, Department of Matemal and Child Health , hereinafter referred to as "Business Associate," (individually, a"Party" and collectively, the"Parties"). WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104191, known as"the Administrative Simplification provisions,"direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services has issued regulations modifying 45 CFR Parts 160 and 164(the"HIPAA Privacy Rule"); and WHEREAS,the Parties wish to enter into or have entered into an arrangement whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangement, Business Associate may be considered a "business associate" of Covered Entity as defined in the HIPAA Privacy Rule (the agreement evidencing such arrangement is entitled Service Agreement for Interim Health Director Services , dated February 24, , 2017, 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 Panties' continuing obligations under the Arrangement Agreement, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Privacy Rule and to protect the interests of both Parties. I. DEFINITIONS Except as otherwise defined herein,terms used in this Agreement shall have the same meaning as those terms set forth in the HIPAA Privacy Rule. II. CONFIDENTIALITY REQUIREMENTS (a) Business Associate shall- (i) use or disclose any protected health information solely as permitted or required by this Agreement,the Arrangement Agreement(if consistent with this Agreement and the HIPAA Privacy Rule), or as required by law.' (ii) ensure that its agents, including a subcontractor, to whom it provides protected health information received from or created by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply to Business Associate with respect to such information. In addition, Business Associate agrees to take reasonable steps to ensure that its employees'actions or omissions do not cause Business Associate to breach the terms of this Agreement; (iii) implement appropriate safeguards to prevent use or disclosure of protected health Information other than as permitted or required by this Agreement; (iv) permit the Secretary of Health and Human Services to audit Business Associate's records and practices related to use and disclosure of protected health information to ensure Covered Entity's compliance with the terms of the HIPAA Privacy Rule; Orange County Business Associate Agreement Interim Health Director2017 Page 1 of 4 (v) report to Covered Entity any use or disclosure of protected health information which is not in compliance with the terms of this Agreement of which it becomes aware; and (vi) mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of protected health information by Business Associate in violation of the requirements of this Agreement. (b) Notwithstanding the prohibitions set forth in this Agreement or the Arrangement Agreement, Business Associate may use and disclose protected health information as follows: (i) if necessary, for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that as to any such disclosure, the following requirements are met: (A) the disclosure is required by law; or (B) Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached; (ii) for data aggregation services, if such services are to be provided by Business Associate for the health care operations of Covered Entity pursuant to any agreements between the Parties evidencing their business relationship. 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. Orange County Business Associate Agreement Interim Health Director2017 Page 2 of 4 Return or destruction of protected health information: At termination of this Agreement, the Arrangement Agreement(or any similar documentation of the business relationship of the Parties), or upon request of Covered Entity, whichever occurs first, Business Associate shall: (i) if feasible, return or destroy all protected health information received from or created or received by Business Associate on behalf of Covered Entity that Business Associate still maintains in any form. Business Associate shall only destroy protected health information with the written approval of Covered Entity. After return or destruction, Business Associate shall retain no copies of such information. (ii) if return or destruction is not feasible, Business Associate will provide Covered Entity with documentation explaining the reason that it is not feasible. If the protected health Information is not returned or destroyed, Business Associate will extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible. (d) Survival: The obligations of Business Associate under this Agreement shall survive the expiration, termination, or cancellation of this Agreement, the Arrangement Agreement and/or the business relationship of the parties, and shall continue to bind Business Associate, its agents, employees, contractors, successors, and assigns as set forth herein. V. MISCELLANEOUS (a) All protected health information that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording, and electronic display by Covered Entity or its operating units to Business Associate or is created or received by Business Associate on Covered Entity's behalf shall be subject to this Agreement. (b) A reference in this Agreement to a section in the HIPAA Privacy Rule means the section as in effect or as amended. (c) In the event of an inconsistency between the provisions of this Agreement (including definitions) and mandatory provisions of the HIPAA Privacy Rule, as amended, the HIPAA Privacy Rule shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Privacy Rule, but are nonetheless permitted by the HIPAA Privacy Rule, the provisions of this Agreement shall control. (d) Except as expressly stated herein or the HIPAA Privacy Rule, the parties to this Agreement do not intend to create any rights in any third parties. (e) This Agreement may be amended or modified only in a writing signed by the Parties. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement and any other agreements between the Parties evidencing their business relationship. (f) This Agreement will be governed by the laws of the State of North Carolina. (g) No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. (h) The parties agree that, in the event that any documentation of the arrangement pursuant to which Business Associate provides services to Covered Entity contains provisions relating to the use or disclosure of protected health information that are more restrictive than the provisions of this Agreement, the provisions of the more restrictive documentation will control. Orange County Business Associate Agreement Interim Health Director2017 Page 3 of 4 In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable,the remainder of the provisions of this Agreement will remain in full force and effect. (j) The headings in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. IN WITNESS WHEREOF,the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: BUSINESS ASSOCIATE: By: By: Title: Titl yw for wW A&Wrkhft Orange County Business Associate Agreement Interim Health Director2017 Page 4 of 4