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2020-707-E-Health-Piedmont Health Services
Revised 6/20 1 [Departmental Use Only] TITLE PHS - Dietitian FY 2020-2021 NORTH CAROLINA REGISTERED DIETITIAN SERVICES AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this first day of July, 2020, (“Effective Date”) by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") through their Department of Health (hereinafter, the “OCHD”) and Piedmont Health Services, Inc, (hereinafter, the "PHS"). WITNESSETH: That the County and PHS, 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 the County to PHS with respect to: Twenty hours (20) per week services of a North Carolina licensed Registered Dietitian (“RD”), as provided in the attached Exhibit 1, PHS Job Description (WIC Nutritionist) and Section 3 below, Basic Services. ii) By executing this Agreement, the County represents and agrees that OCHD 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 and as provided in Exhibit 1, PHS Job Description. Compensation to the County for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of PHS a. Services to be provided. The County shall provide PHS with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The County shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of practice throughout the United States and in accordance with DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA Revised 6/20 2 applicable federal, state and local laws and regulations applicable to the performance of these services. County is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) The County shall be responsible for all errors or omissions, in the performance of the Agreement. The County shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the PHS. iii) The County shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of PHS. No permission for subcontracting shall create, between the PHS and the subcontractor, any contract or any other relationship. iv) The County is an independent contractor of PHS. Any and all employees of the County engaged by the County in the performance of any work or services required of the County under this Agreement, shall be considered employees or agents of the County only and not of PHS, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the County. v) The County agrees that 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 County’s services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials County represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Twenty hours per week services of a Registered Dietitian as provided in accordance with the attached Exhibit 1 PHS Job Description, WIC Nutritionist, and this Section of the Agreement as provided below: i) Hiring Responsibility: (a) OCHD will conduct the recruitment process; however, the PHS shall review and contribute to the job posting; (b) All job applications must follow the Orange County and OCHD hiring and recruitment policies; (c) The position will be posted on the Orange County job vacancy website. PHS may create a link to the Orange County vacancy website to advertise the position; DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA Revised 6/20 3 (d) PHS will collaborate with OCHD in the selection process by helping to develop interview questions and serving on the interview and selection panel. ii) Job Description: The person in the position will follow the duties described within the Orange County job description when working with OCHD. While working at PHS, the person will follow the job duties as described in the PHS job description for WIC Nutritionist (Exhibit 1). Job duties will be consistent with the scope of practice for dietitians registered and licensed to practice in North Carolina. iii) Supervision: OCHD Nutrition Program Manager is the primary supervisor of the RD. However, PHS will provide on-site supervision of the dietitian for the 20 hours per week the person works at PHS. PHS will report any practice infractions to OCHD within twenty-four hours. PHS will work with OCHD to create WPPR performance measures and consult with OCHD on the annual performance review. Supervisors will communicate monthly. iv) Orientation/Training: The RD must attend any County, OCHD and PHS required orientation and training. OCHD and PHS will discuss training needs and requirements and develop a mutually agreed upon schedule to meet the requirements. The contracted dietitian will be trained and proficient in the WIC Nutritionist role in Crossroads. Training and Orientation may cause the normal work schedule to vary. v) Policies/Procedures: The RD shall abide by the rules, policies, and procedures of PHS in the performance of all services provided under this Agreement (which shall include, but not be limited to, clinical policies, procedures, and protocols; HIPAA privacy and security policies; quality assurance standards; standards of conduct; and grievance and complaint resolution procedures, as amended from time to time) and shall fully cooperate with PHS, as reasonably requested in PHS’ quality improvement processes, as well as implementing PHS’ corporate compliance program or other regulatory certification or accreditation program. PHS shall provide the RD a copy of all PHS rules, policies, a nd procedures the RD is expected to abide prior to the RD commencing performance of the services provided under this Agreement. vi) Probationary Period: OCHD has a statutorily required 24 month probationary period to assess if the employee can perform proficiently. During this period of time, the Orange County Health Director has the right to terminate the employment due to unsatisfactory performance. Since this employee will be employed by OCHD, this would supersede the 90-day probationary period normally applied to PHS employees. Termination of the RD employment will terminate this Agreement. vii) Any revenue generated by the RD at PHS while providing the twenty hours of service shall be the property of PHS. viii) PHS assumes responsibility for setting fees, billing, collections and dispute resolutions for RD services provided at the PHS site. DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA Revised 6/20 4 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2020to June 30, 2021. b. Scheduling of Services. i) Regular Schedule. The RD shall work at OCHD on Tuesday and Thursday (8am to 4:30pm) and Fridays (all day). The RD shall work at PHS on Mondays (8am to 5pm) and Wednesdays (8am to 5pm) and Thursday (5pm to 8pm), any changes to regular schedule or location of the RD will be made by the PHS Supervisor and the OCHD Nutrition Program Manager. Schedule or location changes must be mutually agreed upon by both parties in writing. ii) Excess Time Worked. Any time worked over the twenty hours per week required under this Agreement shall be paid by PHS. iii) Holiday Schedule. The RD will follow the holiday schedule adopted by the Orange County Board of County Commissioners for County employees. If PHS requires the RD to work during a scheduled holiday, PHS will be responsible for any overtime or holiday pay. iv) Leave. The RD will be provided with vacation and sick leave as an Orange County employee. When the employee is on scheduled leave from Orange County and PHS, PHS will be required to pay for services when the RD is on approved leave. The OCHD Nutrition Program Manager will consult with the PHS Supervisor prior to approving employee requests for vacation and sick leave. v) The Commencement Date for Basic Services shall be July 1, 2020. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due to the County from PHS for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed a total of Thirty Seven Thousand Two Hundred Thirty Two Dollars ($37,232.00) exclusive of any overtime or holiday pay. Mileage reimbursement shall only be paid when the RD is working at a location that is not part of the regularly assigned schedule. Mileage will be reimbursed at the then-current IRS rate (currently 57.5 cents) per mile for a maximum of 100 miles ($57.50). Payment for Basic Services shall become due and payable within thirty (30) days of the County properly invoicing PHS. The County shall invoice PHS monthly. Payment shall be subject to provisions of Section 5(b). Payment will begin only after the employee has been hired to the position and has begun receiving compensation from the County. b. Disputes. In the event the amount stated on an invoice is disputed by the PHS, PHS may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should the County fail to perform its duties under the terms of this Agreement, PHS may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA Revised 6/20 5 c. Additional Services. PHS shall not be responsible for costs related to any services in addition to the Basic Services performed by County 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 Renee Kemske to act as the County's representative with respect to Agreement and shall have the authority to render decisions within guidelines established by the Health Director and/or the County Board of Health and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. PHS shall purchase and maintain and shall cause each of his subcontractors to purchase and maintain, during the period of performance of this Agreement: i) Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the PHS's employees or any other person and to real and personal property including loss of use resulting thereof in the amount of at least $ 1,000,000 for each occurrence and $2,000,00 in the aggregate; b. Additional Insured. All insurance policies required under this Agreement shall name the County as an additional insured party. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides the County with not less than thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. 8. Indemnity a. Indemnity. PHS agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Agreement and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of PHS except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the PHS to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the PHS. The County shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from PHS. DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA Revised 6/20 6 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the PHS. b. Other Termination. PHS 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. PHS shall give the County thirty (30) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the County shall be paid that portion of the fees and expenses that the employee has earned to the date of termination. ii) Should this Agreement be terminated, the County shall deliver to PHS within thirty (30) days, at no additional cost, all deliverables including any electronic data or files relating to this Agreement. d. Waiver. The continuation of services by the County under this Agreement or the failure of the County to require compliance by the PHS with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assignment. The County and the PHS each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the PHS 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. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147- DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA Revised 6/20 7 86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Confidentiality of Patient Records. All parties agree to abide by all laws and regulations governing the confidentiality of patient information, including HIPAA privacy rules and further agree to vigorously safeguard privileged information. d. 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. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the PHS 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. f. 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. g. Non-Appropriation. PHS 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 PHS 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 PHS of such limitation or change in County’s legal authority. h. 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 Piedmont Health Services, Inc. Attention: Kimberlee Quatrone Attention: Brian Toomey P.O. Box 8181 127 Kingston Drive DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA Revised 6/20 8 Hillsborough, NC 27278 Chapel Hill, NC 27514 i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Priority: In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement, except the Business Associate Agreement. k. Records Access and Retention. The contractor agrees that the state, USDA, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access to any books documents, papers, and records of the contractor which are directly pertinent to that specific contract, for the purpose of making audit, examination, excerpts, and transcriptions. The contractors shall maintain all required records for the period specified in the North Carolina Department of Health and Human Resources Records Retention and Disposition Schedule for Local Health Departments, http://www.records.ncdcr.gov/local/county_health/health_Department_2007.pdf. l. Title VI and WIC Policy. All activities under this contract will be conducted in accordance with Title VI, Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, and WIC Program rules, regulations and policies. No person shall, on the grounds of race, color, creed, marital status, national origin, political beliefs, sex or handicap be submitted to discrimination under the Program. [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA Revised 6/20 9 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: PHS: By: _________________________________ Bonnie Hammersley , County Manager By: __________________________________ Brian Toomey, Executive Director DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA Revised 6/20 10 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Department Party/Vendor Name: PIEDMONT HEALTH SERVICES Party/Vendor Contact Person: ASHLEY BREWER Contact Phone: 336-382-0242 Party/Vendor Address: 127 KINGSTON DRIVE City CHAPEL HILL State: NC Zip: 27514 Department: HEALTH Amount: $37,290.00 Purpose: REGISTERED DIETITIAN SERVICES Budget Code(s): 10414005-443110-71411 Vendor # 27898 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 7/1/20 Approved by Board Yes No Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: We were waiting on the COI. This is a contract for Piedmont to pay us. Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 10/8/2020 10/8/2020 10/13/2020 10/13/2020 1 Piedmont Health Services Performance Evaluation/Job Description Name: WIC Nutritionist Reports to: Lead Nutritionist FLSA Status: OSHA Category: Review Period:_______________________ Type of Evaluation: ___________________ JOB SUMMARY Performs a variety of responsible tasks involving counseling of individuals and families in nutrition principals, diet, food selection, and economics for the WIC Program. MINIMUM QUALIFICATIONS Education: Bachelors degree from an accredited college or university in Nutrition, Public Health Nutrition or Dietetics Current/valid License: N/A Experience: One year of public health experience or similar preferred. PATIENT POPULATION SERVED Ethnically and racially diverse population of pregnant, breastfeeding, postpartum women, infants and young children and all family members involved. PHYSICAL DEMANDS/ WORKING CONDITIONS Requires frequent sitting for long periods, operation of standard office machines and computer. May require lifting of up to 25 pounds. Requires hand-eye coordination and manual dexterity. Requires use of office equipment, such as computer terminals, telephones or copiers. Requires normal vision range. Work is performed in an office environment. Contact with staff and external clients and vendors. Revised: September 2014 Exhibit 1 DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 2 RESPONSIBILITIES AND DUTIES Below Standard Needs Improvement Meets Expectations Exceeds Expectations 1. Patient Care: Determine WIC Program eligibility based on the medical and nutrition risk identified. Determines risk codes, based on assessment and information presented. Provides individualized counseling in nutrition and breastfeeding based on needs and resources identified above. Consults with medical providers, social work and other healthcare providers as needed to provide optimal care. Conducts counseling in culturally appropriate way to meet the needs of the patients. Screens immunization records of clients and makes referral as appropriate. Based on professional discretion determines follow schedule for patient Communicates with medical providers as needed Defers to lead nutritionist or RD for additional guidance with patients Demonstrates the ability to work with diverse patient populations served Competency Validation: 1 2 3 4 Comments: DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 3 RESPONSIBILITIES AND DUTIES Below Standard Needs Improvement Meets Expectations Exceeds Expectations 2. Quality Control/Safety: Prescribes or reviews food package to determine adequacy. Completes WIC certifications Evaluates all prescriptions for special and therapeutic formula Helps to ensure a safe environment in clinic with staff and clients. Competency Validation: 1 2 3 4 Comments: 3. Patient Education: Asks open-ended questions to obtain additional information. Provides thorough assessment of each patient and determine appropriate risk code Based on client centered approach, determines educations topic. Effectively presents education topic with appropriate handouts. Determines correct follow-up visit based on risk code. Documents nutrition education contacts. Interprets, evaluates, and utilizes pertinent current research relating to nutrition care. Assists in the development and selection nutrition education materials for use by clients. Assists in outreach activities. Competency Validation: 1 2 3 4 DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 4 Comments: Nasim is eager about increasing ca RESPONSIBILITIES AND DUTIES Below Standard Needs Improvement Meets Expectations Exceeds Expectations 4. Procedure Execution: Reviews chart notes, past visits prior to meeting with patient Performs anthropometric measurements as needed per standards in the WIC Local Policy and Procedures Manual and State WIC Policy and Procedures Manual Follows all procedures and policies as outlined by the WIC local and state Policy and Procedure Manuals Competency Validation: 1 2 3 4 Comments: 5. Administrative Duties Assists in ordering of supplies such as State WIC, and free materials. Assists in problem solving and making recommendations concerning issues pertinent to the WIC Program guidelines within local agency. Assists in training of new staff members and interns Assists in the performance of other administrative duties in relationship to the WIC Program. In the absence of the lead nutritionist, functions as supervisor on a interim basis Competency Validation: 1 2 3 4 DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 5 Comments: UNIVERSAL PERFORMANCE STANDARDS Below Standard Needs Improvement Meets Expectations Exceeds Expectations 6. Customer Service (Internal and External Customers) Demonstrates concern for the rights, privacy and confidentiality of patients and others Understands the urgency of customer needs and responds quickly Treats all patients in accordance with the Patient’s Bill of Rights Considers the impact on patients, visitors and peers when taking action and carrying out one’s own job tasks Anticipates the needs of patients, visitors, providers and peers and assists them in a helpful, positive manner Seeks to solve problems for patients and their families and offers assistance and encouragement to others Communicates with patients/families, visitors and coworkers in a courteous and respectful manner Demonstrates effective communication recognizing diversity among age groups, cultures, and educational levels Competency Validation: 1 2 3 4 Comments: 7. Teamwork Consistently works in a positive and cooperative manner with other employees in and outside of departmental unit Values and incorporates the contributions of people from diverse backgrounds; demonstrates respect for the opinions and ideas of others Assist in training and orientation of new staff Shares information and own expertise with others to enable them to accomplish goals and objectives Seeks out opportunities to help rather than waiting to be asked Assist other team members in the performance of their assignment DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 6 Competency Validation: 1 2 3 4 Comments: UNIVERSAL PERFORMANCE STANDARDS Below Standard Needs Improvement Meets Expectations Exceeds Expectations 8. Professional Conduct Maintains professional demeanor in all interactions with patients and staff Functions independently and completes assignments with minimal supervision Adapts to changes in the work environment Maintains acceptable attendance record Observes work schedule by being punctual for shift, observing designated break schedule, and not leaving work area while on duty Adheres to all applicable Center and department rules, policies and procedures Participates in continuing education , in-services, staff development and meetings Has completed annual retraining Responds positively to constructive criticism from peers and supervisors Competency Validation: 1 2 3 4 Comments: DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 7 UNIVERSAL PERFORMANCE STANDARDS Below Standard Needs Improvement Meets Expectations Exceeds Expectations 9. Efficiency Completes work in an organized and timely manner Prioritizes and plans work activities to achieve maximum efficiency Meets productivity standards Strives to improve productivity Minimize non-productive time by filling slow periods with activities such as assisting others, professional development and education, organization of work area, housekeeping, etc. Organize job functions and work area to effectively complete assignments Manage resources efficiently and works to reduce costs and improve quality Competency Validation: 1 2 3 4 Comments: 10. Quality of Work /Problem Solving Demonstrates commitment to excellence by consistently looking for ways to improve and promote quality Identifies problems in a timely manner and develops alternative solutions to problems Contribute to Continuous Quality Improvement activities Reports to appropriate person any conflicting cultural values, ethics, or religious beliefs that may impact patient care Consistently evaluates work and evaluate if further steps are needed to meet customer/patient/management expectations Demonstrates sound judgment by taking appropriate actions regarding questionable findings or concerns Competency Validation: 1 2 3 4 DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 8 Comments: Performance Category Overall Performance Category for this review period: ____________Exceeds Expectation (An employee consistently exceeds all performance expectations for this period.) ____________Meets Expectations (An employee in this category has met all areas of expectations and effectively demonstrated relevant competencies.) ____________Needs Improvement (Performance that is acceptable is some, but not all aspects of the job and does not consistently meet basic position requirements.) Next Review will be conducted on _____________ Summary / Areas for Improvement DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 9 Signature Page Employee Comments: Employee Signature I have received a written and verbal Performance Review. My signature does not indicate agreement or disagreement with this review. Employee Signature________________________________Department________________________ Date _____ Supervisor Signature I have written and delivered a performance Review for this employee: Supervisor Signature________________________________ Position_________________________ Date____________________ Executive Director Signature________________________________ Date _____ DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 1 October 2013 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement (“Agreement”) is made effective the first day of July, 2020, by and between Orange County Government through its Orange County Health Department (“Covered Entity”), and Piedmont Health Services, 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: Registered Dietitian Services Agreement (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). DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 2 October 2013 (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 Enti ty or its operating units to Business Associate or is created or received by Business Associate on Covered Entity’s behalf shall be subject to this Agreement. (e) Required by Law. “Required by Law” shall have the same meaning as the term in 45 CFR § 164.103. II. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE (a) Use and Disclosure. Business Associate agrees to fully comply with the requirements under the HIPAA 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 HIPAA Security and Privacy Rule, including, but not limited to, its policies, pr ocedures, 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 DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 3 October 2013 noncompliance or Security Incident. Business Associate shall cooperate in Covered Entity’s breach analysis and/or risk assessment, if requested. Furthermore, Business Associate shall cooperate with Covered Entity in the event that Covered Entity determines that any third parties must be notified of a Breach, provided that Business Associate shall not provide any such notification except at the direction of Covered Entity. (f) Breach Reporting. Business Associate shall report in writing to Covered Entity’s Privacy Officer (see Exhibit A), any use or disclosure of Protected Health Information that is not in compliance with the terms of this Agreement, as well as any Security Incident and any actual or suspected Breach, of which it becomes aware, without unreasonable delay, and in no event later than forty-eight (48) hours of such discovery. For purposes of this Agreement, “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system. Such notification shall contain the elements required by 45 C.F.R. § 164.410. (g) Compliance. To the extent applicable, Business Associate will comply with (i) Covered Entity’s Notice of Privacy Practices; (ii) any limitations to which Covered Entity has agreed in regard to an Individual’s permission to use or disclose his or her Protected Health Information; and (iii) any restrictions to the use or disclosure of Protected Health Information to which Covered Entity has agreed or is required to agree. (h) Government Access. Business Associate will make its internal practices, books and records available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the terms of the HIPAA Security and Privacy Rule, and, at the request of the Secretary, will comply with any investigations and compliance reviews, permit access to information, and cooperate with any complaints, as Required by Law. Without unreasonable delay and, in any event, no more than 48 hours of receipt of the request or notification, Business Associate will notify Covered Entity in writing of any request by any governmental entity, or its designee, to review Business assessment of any kind. (i) Electronic Transactions. If Business Associate conducts any Standard Transactions for or on behalf of Covered Entity, Business Associate shall comply with the requirements under the Electronic Transaction Rule. (j) 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. (l) 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 HIPAA Regulations; B. Comply with the marketing and other restrictions applicable to Business Associates contained in HITECH § 13406 and the HIPAA Regulations; DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 4 October 2013 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 HIPAA 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 HIPAA 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 HIPAA 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. DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 5 October 2013 (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. DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 6 October 2013 VI. PERMISSABLE REQUESTS BY COVERED ENTITY Requests Permissible Under HIPAA. Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy or Security Rule. VII. TERMINATION (a) Term. This Agreement shall be effective as of the date first set forth above and shall terminate upon the earlier of (i) the termination of all agreements between the parties, and (ii) the termination by Covered Entity for cause as provided herein. (b) Termination for Cause. Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the Service Agreement immediately if Covered Entity determines that Business Associate has or will violated any material term of this Agreement. Upon Covered Entity’s knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation. Covered Entity may terminate this Agreement if Business Associate does not cure the breach or end the violation within the time period specified by Covered Entity. If termination, cure or end of the violation is not feasible, Covered Entity may report the violation to the Secretary. (c) Obligation of Business Associate Upon Termination. At termination of this Agreement, the Service Agreement (or any similar documentation of the business relationship of the Parties), or upon request of Covered Entity, whichever occurs first, Business Associate, shall: A. if feasible, return (in a manner or process approved by the Covered Entity) or destroy all Protected Health Information, regardless of form, including but not limited to paper or electronic format, received from Covered Entity, or created, maintained or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the Protected Health Information. This provision shall also apply to Protected Health Information and other confidential information in the possession of sub-contractors or agents of Business Associate. B. If such return or destruction is not feasible, Business Associate shall (i) retain only that Protected Health Information necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (ii) return or destroy the remaining Protected Health Information that the Business Associate still maintains in any form; (iii) extend the protections of this Agreement to the retained Protected Health Information; (iv) limit further uses and disclosures to those purposes that make the return or destruction of the Protected Health Information not feasible; and (v) return or destroy the retained Protected Health Information when it is no longer needed by Business Associate. (d) Survival. This paragraph shall survive the termination of this Agreement and shall apply to Protected Health Information created, maintained, or received by Business Associate and any of its subcontractors. VIII. MISCELLANEOUS (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 DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 7 October 2013 Agreement, including but not limited to any injury or damages arising from any noncompliance with this Agreement or any Security Incident attributable to the negligence of Business Associate, including failure to execute the terms of this Agreement. Further, Business Associate agrees to indemnify, defend, and hold harmless Covered Entity, its officers, employees, contractors and agents, against all costs and expenses, including but not limited to, reasonable legal expenses, which are incurred by or on behalf of Business Associate in connection with the defense of such claims. (b) Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement, HIPAA, HITECH, or the HIPAA Regulations will be adequate or satisfactory for Business Associate’s own purposes. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of Protected Health Information. (c) Assistance in Litigation or Administrative Proceedings. Business Associate shall make itself, and any subcontractors, employees, affiliates or agent s 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 DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 8 October 2013 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. (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. (l) 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 Piedmont Health Services, Inc 300 W. Tryon Street 127 Kingston Drive Hillsborough, NC 27278 Chapel Hill, NC 27514 (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 remed y 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 DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA 9 October 2013 Associate affirms that they are in compliance with Article 3 of Chapter 64 if the North Carolina General Statutes. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: BUSINESS ASSOCIATE: By:_________________________________ By:___________________________________ Title:________________________________ Title:__________________________________ DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA CEOOrange County Health Director 10 October 2013 EXHIBIT A COVERED ENTITY PRIVACY OFFICER CONTACT INFORMATION To report to Covered Entity any use or disclosure of Protected Health Information not in compliance with the terms of this Agreement that might be considered a privacy breach, Business Associate should contact the Privacy Officer at the applicable entity. To report to Covered Entity any Security Incident (as defined in the Agreement), Business Associate should contact Carla Julian (919) 245-2434, or the Security Officer at The Orange County Health Department. DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/31/2020 Marsh &McLennan Agency LLC 5605 Carnegie Blvd. Suite 300 Charlotte NC 28209 Christina Luckey,CISR,CLCS 704-556-3329 christina.luckey@marshmma.com AIX Specialty Insurance Company 12833 PIEDMHEAL9 Allmerica Finanical Benefit Insurance 41840PiedmontHealthServicesInc. 127 Kingston Drive Chapel Hill NC 27516 StarNet Insurance Company 40045 1056402395 A X 1,000,000 X 100,000 X 1,000 5,000 1,000,000 3,000,000 X L16A73441104 10/11/2019 10/11/2020 3,000,000 B 1,000,000 X AW6A53452804 10/11/2019 10/11/2020 A X X 5,000,000L16A7344120410/11/2019 10/11/2020 5,000,000 X 0 C XKEY01362922/1/2020 2/1/2021 1,000,000 1,000,000 1,000,000 A PL/AM/EBL L16A73441104 10/11/2019 10/11/2020 LIMIT/DED *SEE BELOW *PROFESSIONAL LIABILITY--- LIMIT $1,000,000 AGGREGATE $3,000,000 DED $1,000 ABUSE OR MOLESTATION--- LIMIT $1,000,000 AGGREGATE $3,000,000 See Attached... Orange County Government Attn:Risk Manager 200 S Cameron Street P O Box 8181 Hillsborough NC 27278 DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: PIEDMHEAL9 1 1 Marsh &McLennan Agency LLC Piedmont Health Services Inc. 127 Kingston Drive Chapel Hill NC 27516 25 CERTIFICATE OF LIABILITY INSURANCE Orange County,NC,as Designated Organization,is an Additional Insured as respects General &Auto Liability when required by written contract subject to the terms,conditions and exclusions of the policy. DocuSign Envelope ID: 21C569EB-4BBB-4150-B032-2F90225D60FA