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HomeMy WebLinkAbout2025-732-E-Health Dept-Piedmont Health Services-Registered Dietician ServicesRevised 11/25 1 [Departmental Use Only] TITLE PHS - Dietitian FY 2025-2026 NORTH CAROLINA REGISTERED DIETITIAN SERVICES AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this first day of July, 2025, (“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. County will not have any individual perform services under this Agreement who has been excluded from participation in any federal or state health care programs, or who have been convicted of criminal offenses related to their involvement in Medicaid, Medicare or other health insurance or health care programs, or social service programs. Each person providing services under this agreement must be legally authorized (current licensed or, if applicable, certified or registered) to provide the applicable services in North Carolina and only act within the scope of his or her authority to provide such services. 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 Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E Revised 11/25 2 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 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: Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E Revised 11/25 3 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; (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 to monitor the performance of the services under this agreement. 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, and 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 12 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 Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E Revised 11/25 4 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 consistent with PHS’s customary billing and collection policies and procedures, including but not limited to PHS’s sliding scale fee discount program. 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2025 to June 30, 2026. 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, 2025. 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 Forty Nine Thousand Three Hundred Eighty Nine Dollars ($49,389.00) 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 .70 cents) per mile for a maximum of 100 miles Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E Revised 11/25 5 ($70.00). 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. 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 Amber Benner 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. c. Insurance. The County shall secure and maintain occurrence-based professional liability insurance of at least $2,000,000 per occurrence and $4,000,000 aggregate for any individual providing Basic Services under the Agreement. PHS employees have been deemed to be federal employees and as such are covered for medical liability protection under the Federal Tort Claims Act (“FTCA”), but contracted providers employed by another agency or entity are not covered under the FTCA. Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E Revised 11/25 6 Evidence of Insurance. The County shall provide PHS with certificates of insurance evidencing the coverage required in the section above. 8. Liability Each party shall be responsible for its own acts and omissions and those of its employees and agents. Nothing in this Agreement shall be construed to create any obligation for either party to indemnify, defend, or hold harmless the other. Nothing herein shall be construed as a waiver of any governmental immunities or defenses available 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. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by PHS or the County and for convenience upon seven (7) days’ prior written notice to the other party. b. 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. c. Waiver. The continuation of services by the County under this Agreement or the failure of the County to require compliance by 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. d. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to PHS. Upon any suspension by County, PHS shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and PHS each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E Revised 11/25 7 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 an d 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 PHS affirms that PHS and any subcontractors of PHS are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement PHS certifies that PHS 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. 147-86.58. By executing this Agreement Provider certifies that PHS 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. County certifies that no person providing Basic Services will be listed on the government wide exclusions System for Awards Management (SAM) or barred from providing services under any federal or state healthcare program. 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. The parties agree to comply with the Business Associate Agreement attached hereto as Exhibit 2. 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. County acknowledges that PHS receives some of its Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E Revised 11/25 8 funding from governmental entities as well, and the validity of this Agreement is based upon the availability of public funding. In the event that public funds are unavailable and not appropriated for the performance of County or PHS’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County or PHS immediately upon written notice to the other of the unavailability and non-appropriation of public funds. It is expressly agreed that neither PHS nor County shall 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: Daniella Jaimes-Colina P.O. Box 8181 88 Vilcom Cntr. Dr., Suite 110 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 County will retain records related to this Agreement and provide information to PHS and authorized federal officials upon request. The County will retain such records for no less than three (3) years. PHS and the County agree 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. PHS and the County 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 of the Civil Rights Act of 1964 (42 U.S.C.2000d et seq.), Title IX of the Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E Revised 11/25 9 Education Amendments of 1972 (20 U.S.C. 1681 et seq.), Section 504 of the Rehabilitation Act of 1973 (29 U.S.C.794), Age Discrimination Act of 1975 (42 U.S.C. 6101 et seq.); Title II and Title III of the Americans with Disabilities Act (ADA) of 1990 as amended by the ADA Amendment Act of 2008 (42 U.S.C. 12131-12189) as implemented by Department of Justice regulations at (28 CFR Parts 35 and 36); Executive Order 13166, "Improving Access to Services for Persons with Limited English Proficiency." (August 11, 2000), all provisions required by the implementing regulations of the U.S. Department of Agriculture (7 CFR Part 15 et seq); and FNS directives and guidelines to the effect that no person shall, on the ground of race, color, national origin, age, sex (including gender identity and sexual orientation), or disability, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity for which Federal financial assistance is received for the administration of the WIC Program; and hereby gives assurances that it will immediately take measures necessary to effectuate this agreement. By providing this assurance, the PHS agrees to compile data, maintain records and submit records and reports as requested by the Community Nutrition Services Section to permit effective enforcement of the nondiscrimination laws, and to permit the Community Nutrition Services Section personnel during normal working hours to review and copy such records, books and accounts, access such facilities, and interview such personnel as needed to ascertain compliance with the non-discrimination laws. If there are any violations of this assurance, the Community Nutrition Services Section shall have the right to seek judicial enforcement of this assurance. This assurance is given in consideration of and for the purpose of obtaining any and all Federal financial assistance, grants, and loans of Federal funds, reimbursable expenditures, grant, or donation of Federal property and interest in property, the detail of Federal personnel, the sale and lease of, and the permissi on to use Federal property or interest in such property or the furnishing of services without consideration, or at a consideration that is reduced for the purpose of assisting the recipient, or any improvements made with Federal financial assistance extended to the Program applicant by USDA. This includes any Federal agreement, arrangement, or other contract that has as one of its purposes the provision of cash assistance for the purchase of food, and cash assistance for the purchase or rental of food service equipment or any other financial assistance extended in reliance on the representations and agreement made in this assurance. m. Property Acquisition. To the extent that PHS acquires, leases, modernizes or otherwise alters property, equipment and/or supplies under this Agreement using Federal grant funds, in whole or in part, the parties recognize that such property, equipment, and or supplies, will be managed and disposed consistent with the requirements of 45 CFR section 75.316, et seq, and 2 CFR section 200.310 et seq. [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E Revised 11/25 10 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: _________________________________ Travis Myren, County Manager By: __________________________________ Daniella Jaimes-Colina, PhD, Chief Executive Director Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E Revised 11/25 11 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Piedmont Health Services Vendor Contact Person: Ashley Brewer Phone: 336-382-0242 Address: 88 Vilcom Center Drive., Ste. 110 City Chapel Hill State: NC Zip: 27514 Department: Health Amount: $49,459 Purpose: Registered Dietician Services Budget Code(s): 10414005-443110-71411 – This is a contract for Piedmont to pay us. Vendor # 27898 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 7-1-2025 End Date 6-30-2026 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: 6-17-25); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 12/5/2025 12/8/2025 12/8/2025 12/8/2025 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 f amily 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 ex ternal clients and vendors. Revised: September 2014 Exhibit 1 Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 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: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 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: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 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: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 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: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 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: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 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: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 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: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 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: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E Exhibit 2 THIS BUSINESS ASSOCIATE AGREEMENT (this “Agreement”) is made as of the 1st day of July, 2025 (the “Effective Date”), by and between Piedmont Health Services, Inc. (“Covered Entity”) and Orange County Health Department (“Business Associate”), each individually a “Party” and together the “Parties.” BACKGROUND STATEMENTS A. Purpose. The purpose of this Agreement is to comply with the requirements of the Health Insurance Portability and Accountability Act of 1996 and the associated regulations (45 C.F.R. parts 160-164, as may be amended, including the “Privacy Rule” and the “Security Rule”) (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act and the associated regulations, as may be amended (“HITECH”). “HIPAA” and “HITECH” are collectively referred to in this Agreement as “HIPAA.” Unless otherwise defined in this Agreement, capitalized terms have the meanings given in HIPAA, as applicable. HIPAA requires Business Associate to provide reasonable assurances to Covered Entity that the Business Associate will appropriately safeguard Protected Health Information (“PHI”). B. Relationship. Covered Entity and Business Associate have entered into an agreement (the “Services Agreement”) pursuant to which Business Associate may receive, use, obtain, access, maintain, transmit, and/or create PHI from or on behalf of Covered Entity in the course of providing certain services (the “Services”) for Covered Entity. AGREEMENT The Parties hereby agree as follows: Section 1. Permitted Uses and Disclosures. Business Associate may use and/or disclose PHI only as permitted or required by this Agreement or as otherwise required by Law. Business Associate may disclose PHI to, and permit the use of PHI by, its employees, contractors, agents, or other representatives only to the extent directly related to and necessary for the performance of the Services. Business Associate will request from Covered Entity no more than the minimum PHI necessary to perform the Services. Business Associate will request, use and disclose only PHI that constitutes a Limited Data Set, if practicable, and will otherwise limit any request, use or disclosure of PHI to the minimum necessary for the intended purpose of the request, use or disclosure. Business Associate will not use or disclose PHI in a manner (i) inconsistent with Covered Entity’s obligations under HIPAA, or (ii) that would violate HIPAA if disclosed or used in such a manner by Covered Entity. Business Associate will comply with the Privacy Rule requirements applicable to Covered Entity if and to the extent Business Associate’s performance of the Services involves Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 2 carrying out Covered Entity’s Privacy Rule obligations. Business Associate will also comply with its own direct obligations under HIPAA. Business Associate will not engage in marketing or fundraising that involves the use or disclosure of PHI and will not otherwise receive direct or indirect remuneration for PHI, except as expressly permitted in writing by Covered Entity in connection with the provision of the Services. Section 2. Safeguards for the Protection of PHI. Business Associate will implement and maintain commercially appropriate administrative, physical, and technical security safeguards to ensure that PHI obtained by or on behalf of Covered Entity is not used or disclosed by Business Associate in violation of this Agreement. Such safeguards will be designed to protect the confidentiality and integrity of such PHI obtained, accessed, created, maintained, or transmitted from or on behalf of Covered Entity. Business Associate will comply with the applicable req uirements of the Security Rule. Upon request by Covered Entity, Business Associate will provide a written description of such safeguards. Section 3. Reporting and Mitigating the Effect of Unauthorized Uses and Disclosures. Business Associate will report without unreasonable delay and in no case later than sixty (60) calendar days, upon discovery, in writing and in accordance with Section 10.6, any Security Incident or Breach (as defined below) by it or any of its employees, directors, officers, agents, subcontractors or representatives concerning the use or disclosure of PHI. For purposes of this Agreement, “Breach” means any acquisition, access, use or disclosure of PHI under this Agreement that is (a) in violation of HIPAA or (b) not permitted under this Agreement. Business Associate will be deemed to have discovered a Breach as of the first day on which the Breach is, or should reasonably have been, known to (a) Business Associate or (b) any employee, officer, or other agent of Business Associate other than the individual committing the Breach. Business Associate further will investigate the Breach and provide to Covered Entity, as soon as possible all information Covered Entity may require to make notifications of the Breach to Individuals and/or other persons or entities (“Notifications”). Business Associate will cooperate with Covered Entity in addressing the Breach. Business Associate will not notify Individuals or other persons or entities of the Breach without the express written consent of Covered Entity, unless required by applicable law. Covered Entity may direct Business Associate to make the Notifications and implement other mitigation steps, in a reasonable form and manner, and within reasonable timeframes directed by Covered Entity, consistent with Covered Entity’s legal obligations. Business Associate will be responsible for the reasonable costs of required notifications and mitigation directly resulting from such Breach to the extent the Breach is determined to have resulted from the negligence, wrongful acts, or omissions of Business Associate or its employees or agents. Nothing in this Agreement shall be construed to waive Business Associate’s governmental immunities or defenses under North Carolina law Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 3 Business Associate will establish and implement procedures and other reasonable efforts for mitigating, to the greatest extent possible, any harmful effects arising from any improper use and/or disclosure of PHI. Section 4. Use and Disclosure of PHI by Subcontractors, Agents, and Representatives. Business Associate will require any subcontractor, agent, or other representative that is authorized to receive, use, maintain, transmit, or have access to PHI obtained or created under the Agreement, to agree, in writing, to (1) adhere to the same restrictions, conditions and requirements regarding the use and/or disclosure of PHI and safeguarding of PHI that apply to Business Associate under this Agreement; and (2) comply with the applicable requirements of the Security Rule. Section 5. Individual Rights. Business Associate will comply with the following Individual rights requirements as applicable to PHI used or maintained by Business Associate: 5.1 Right of Access. Business Associate agrees to provide access to PHI, at the request of Covered Entity, as necessary to satisfy Covered Entity’s obligations with regard to the individual access requirements under the Privacy Rule. Business Associate will otherwise comply with its obligations regarding an Individual’s right of access to PHI under HIPAA. 5.2 Right of Amendment. Business Associate agrees to make any amendment(s) to PHI as necessary to meet the amendment requirements under HIPAA. 5.3 Right to Accounting of Disclosures. Business Associate agrees to document such disclosures of PHI as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with HIPAA, and to provide all such documentation to Covered Entity or, to an Individual, as necessary to satisfy Covered Entity’s obligations with regard to an Individual’s right to an accounting of disclosures. Business Associate will otherwise comply with its obligations regarding an Individual’s right to an accounting of disclosures under HIPAA. Section 6. Use and Disclosure for Business Associate’s Purposes. 6.1 Use. Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. 6.2 Disclosure. Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of Business Associate, provided the disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the PHI is disclosed that the PHI will remain confidential and be used or further disclosed only as Required by Law or for the purpose for Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 4 which it was disclosed to the person, and the person notifies Business Associate immediately upon discovery of any instances in which the confidentiality of the PHI has been Breached, as defined and described in Section 3 of this Agreement. Section 7. Audit and Inspection. With reasonable notice, Covered Entity may audit Business Associate to monitor compliance with this Agreement. Business Associate will promptly correct any violation of this Agreement found by Covered Entity and will certify in writing that the correction has been made. Covered Entity’s failure to conduct an audit or, if an audit is conducted, to detect any unsatisfactory practice, does not constitute acceptance of the practice or a waiver of Covered Entity’s rights under this Agreement. Business Associate will make its internal practices, books, records, and policies and procedures relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity, available to the federal Department of Health and Human Services (“HHS”), the Office for Civil Rights (“OCR”), or their agents and to Covered Entity for purposes of monitoring compliance with HIPAA. Section 8. Term and Termination 8.1 Term. This Agreement will become effective on the Effective Date. Unless terminated sooner pursuant to Section 8.2, this Agreement will remain in effect for the duration of all Services provided by Business Associate and for so long as Business Associate will remain in possession of any PHI received from, or created or received by Business Associate on behalf of Covered Entity. 8.2 Termination. In the event of a material breach of this Agreement, the non-breaching Party may immediately terminate the Services Agreement and this Agreement. Alternatively, in the non-breaching Party’s sole discretion, the non-breaching Party may provide the breaching Party with written notice of the existence of the material breach and afford the breaching Party thirty (30) days to cure the material breach. In the event the breaching Party fails to cure the material breach within such time period, the non- breaching Party may immediately terminate the Services Agreement and this Agreement. 8.3 Effect of Termination. Upon termination of the Services Agreement and this Agreement, Business Associate will recover any PHI relating to this Agreement in the possession of its subcontractors, agents or representatives. Business Associate will return to Covered Entity or destroy all such PHI plus all other PHI relating to this Agreement in its possession, and will retain no copies. If Business Associate cannot feasibly return or destroy the PHI, Business Associate will ensure that any and all protections, requirement s and restrictions contained in this Agreement will be extended to any PHI retained after the termination of this Agreement, and that any further uses and/or disclosures will be limited to the purposes that make the return or destruction of the PHI infeasible. Section 9. [Intentionally Omitted] Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 5 9.1 . Section 10. Miscellaneous. 10.1 Survival. The respective rights and obligations of the Parties under Sections 7 (Audit and Inspection), 8.3 (Effect of Termination), 9 (Indemnification) and 10 (Miscellaneous) will survive termination of this Agreement indefinitely. 10.2 Amendments. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter. It may not be modified, nor will any provision be waived or amended, except in a writing duly signed by authorized representatives of the Parties. Notwithstanding the foregoing, Covered Entity may amend this Agreement upon written notice to Business Associate if the amendment is necessary to comply with a statutory or regulatory requirement. 10.3 Waiver. A waiver with respect to one event will not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events. 10.4 Compliance with HIPAA. Any ambiguity in this Agreement will be resolved in favor of a meaning that permits the Parties to comply with HIPAA. The Part ies agree to amend this Agreement from time to time as necessary for the Parties to comply with the requirements of HIPAA. 10.5 No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor will anything herein confer, upon any person other than the Parties and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities whatsoever. 10.6 Notices. Any notice to be given under this Agreement to a Party will be made via U.S. Mail, commercial courier or hand delivery to such Party at its address given below, and/or via facsimile to the facsimile telephone number listed below, or to such other address or facsimile number as will hereafter be specified by notice from the Party. Any such notice will be deemed given when so delivered to or received at the proper address. If to Business Associate, to: If to Covered Entity to: Orange County Health Dept. Piedmont Health Service, Corporate Office PO Box 8181, 300 W. Tryon St. 88 Vilcom Center Dr., Ste 110 Hillsborough, NC 27278 Chapel Hill, NC 27514 Attention: Ashley Rawlinson Attention: Daniella Jaimes-Colina, PhD 10.7 Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 6 10.8 Relationship between Parties: The relationship of the Parties is that of independent contractors, and nothing in this Agreement will be construed to render either Party a partner, employee or agent of the other, nor will either Party have authority to bind the other in any respect, it being intended that each Party will remain solely responsible for its own actions. No employee or agent of one Party to this Agreement will be conside red an employee or agent of the other Party. IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed in its name and on its behalf as of the Effective Date. COVERED ENTITY BUSINESS ASSOCIATE Sign: ______________________________ Sign: _____________________________ Piedmont Health Services, Inc. Orange County Health Department Print Name: __Daniella Jaimes-Colina, PhD Print Name: Quintana Stewart__ Title: _Chief Executive Director__________ Title: Health Director_____________ Date: ______________________________ Date: ____________________________ 30063\1\4834-3843-4014.v1 Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E 12/4/2025 12/5/2025 Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E Docusign Envelope ID: D0D199CE-4413-4A0E-9DDE-C5FF6975DC6E