HomeMy WebLinkAbout2017-492 Health - Triangle Empowerment Center, Inc. MOU 41k
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HEALTH DEPARTMENT
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MEMORANDUM OF UNDERSTANDING (MOU)
Memorandum of Understanding between Triangle Empowerment Center, Inc. (TEC)and Orange
County Health Department(OCHD).
TEC agrees to the following with OCHD:
• TEC will provide free HIV and syphilis testing(rapid and blood draws)with incentives
(which will vary)to those who wish to get tested. They will also provide condoms, syringes,
agency brochures, flyers of TEC upcoming events, and information on PrEP, STI testing and
safer sex.
• TEC will make ongoing referrals to Orange County Health Department for clients in need of
services provided by OCHD (i.e. PrEP/HIV/STD referrals, medical services,behavioral
health, etc.)
• TEC will encourage Orange County Health Department clients/participants to become
involved in healthier lifestyles and choices.
• TEC will provide educational sessions/interventions for safe sex behaviors.
• Assist with promoting TEC & OCHD activities and community events.
• TEC will sign a Business Associate Agreement, and adhere to the confidentiality
requirements of this Agreement, HIPAA, and any other confidentiality guidelines for
OCHD.
• TEC will adhere to OCHD safe syringe program protocol and guidelines.
• TEC will work with identified populations (i.e. homeless,low income, LGBTQ, etc.) in
addition to working with organizations/agencies such as Inner Faith Council, Chapel Hill
Department of Housing, Freedom House, alcohol/drug treatment centers, community
churches and other community based organizations.
• TEC will go into at risk areas for testing/community events in and around Orange County
(i.e. barbershops, beauty salons, night clubs, etc.)
• All TEC monthly testing reports shall go to OCHD as the lead agency.
OCHD agrees to the following with TEC:
• Provide Standing Orders for TEC to conduct STD testing within the community.
• Provide a safe space for clients receiving testing and interventions referred to OCHD by
TEC.
• Provide appropriate referrals for participants that qualify to testing, interventions, PrEP,
STD/STI questions, concerns and support groups provided by TEC.
• Report all positive STI results to the client's county of residence, if not Orange County.
• Encourage clients/participants of OCHD to adhere to medical/treatment regimen and repeat
STD testing regularly.
• Assist with promoting TEC & OCHD activities and community events.
• OCHD will provide initial training and competencies for TEC blood draws.
This agreement will be made valid for 1 year starting July 1, 2017 until June 30, 2018. TEC and
OCHD both have the right to terminate this MOU as long as it is in writing and given a 30-day
MOU termination notice.
07/25/17
Miguel Hunter, ED—, N=%.- Date
Triangle Empowerment Center, Inc.
1,0� ( — q �
Dorothy CiWydi,DrPH, MPH, SW Date
Health Director, OCHD
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement("Agreement") is made effective the first day of July, 2017,
by and between Orange County Government through its Orange County Health Department ("Covered
Entity"),and Triangle Empowerment Center,Inc.,("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:
Memorandum of Understanding
(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.
(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).
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(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.
IL 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 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
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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;
B. Comply with the marketing and other restrictions applicable to Business
Associates contained in HITECH § 13406 and the HIPPA Regulations;
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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
for the purposes of the Service Agreement(s) between the Covered Entity and Business Associate(s)
identified in Section I(a) of this Agreement.
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(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.
(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.
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VL 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
(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
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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.
(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.
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(j) 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
Orange County Health Department Triangle Empowerment Center, Inc.
300 W. Tryon Street PO Box 1194
Hillsborough,NC 27278 Durham,NC 27702
(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).
(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:
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By:� By:
Title: K [�� Title: Executive Director
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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 Carla Julian(919)245-2434,or the Security
Officer at The Orange County Health Department.
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