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HomeMy WebLinkAbout2012-167 Health - Cynthia Gamble Dental Services - $11,200 -)4 [Departmental Use Only] Title Cynthia Gamble FY 2012-2013 NORTH CAROLINA DENTAL SERVICE AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of July, 2012 ("Effective Date") by and between Orange County, a body politic and corporate of the State of North Carolina (hereinafter, the "County") on behalf of the Orange County Health Department("OCHD") and Cynthia Gamble. WITNESSETH: That the County and Provider, 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 Provider to County with respect to dental services and patient care at Orange County Health Department Clinics in Carrboro and Hillsborough. ii. By executing this Agreement, the Consultant represents and agrees that Consultant is currently licensed and registered to provide such services in the State of North Carolina and is therefore qualified to perform and provide the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii. Time is of the essence with respect to this Agreement. iv. The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be Provided. The Consultant shall provide the County with all services required in Article 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 Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally 1.111111.111.111111M11111M11111.11111.11111MIIMMIMI accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion of all dental services (hereinafter"Deliverables")related to the Basic Services. ii. The Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes and conflicts at no additional cost to the County. iii. The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv. Provider is an independent contractor of the County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, 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 Provider. v. If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Provider represents that they 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: i. Basic Service. The Provider will render professional dental services patient care at the OCHD clinics. ii. Performance of Basic Services. 1. The Provider will maintain current registration and licensure and warrants such to OCHD. 2. The Provider will insure self for malpractice, which insurance will also cover Orange County when possible. 2 3. The Provider will relate to all patients and staff of OCHD in a professional and instructional manner. 4. The Provider will practice dentistry in accord with then accepted methods and procedure. iii. Provider agrees to help OCHD arrange back-up coverage in the instance of necessary absence. iv. The Provider hereby agrees to furnish services to OCHD patients without regard to race, color, religion, sex, national origin or handicapping condition. The Provider hereby agrees to abide by the pertinent rules and regulations of OCHD, Orange County, and the North Carolina Division of Health Services in the conduct of services. 4. Duration of Services. a. Term of the Agreement. The term of this Agreement shall be July 1, 2012 through June 30, 2013. b. Scheduling of Services. 1. The Provider shall schedule and perform the activities in a timely manner. 2. The Provider shall commence work at the beginning of the clinic work day, 8:00 a.m., and terminate service when the last patient is seen following the close of registration at 5:00 p.m. The Provider shall be entitled to a lunch break of one hour and sufficient other breaks as necessary to maintain productivity. 3. Should the County determine the Provider is behind schedule, it may require the Provider to expedite services and accelerate their efforts including providing additional resources and working overtime, as necessary, to perform his services in accordance with the terms this Agreement. 4. The commencement date of the services shall be July 1, 2012. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due to the Provider from the County for all services under this Agreement except for any authorized Reimbursable Expenses which may be defined herein. The Provider shall receive $700.00 for each clinic worked, but the maximum amount payable for Basic Services shall not exceed Eleven Thousand Two Hundred dollars ($11,200). The Provider shall submit to OCHD by the nearest workday to the 20th day of each month an invoice for 3 services rendered during the month preceding the 16th day of the month. OCHD will then submit a request for a check to the Orange County Finance Department. The Finance Department will then prepare a check for Provider based on their schedule which will be mailed to provider on or about the 1St day of the month. b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without any payment associated with the work be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional service in writing and such additional services are evidenced by a written amendment to this Agreement. 5. Responsibilities of the County a. Cooperation and Coordination. The County has designated the Orange County Health Director to act as the County's representative with respect to this Agreement and she shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may reasonably be required to render decisions and to furnish information. b. OCHD shall determine the patient load of the Provider in consultation with Provider. c. OCHD agrees to furnish all supplies, equipment and other staff needed by the Provider within the budgetary constraints of OCHD. 6. Insurance. a. General Requirements. The Provider shall purchase and maintain during the period of performance of this Agreement Professional Liability Insurance, covering personal injury, bodily injury and property damage and claims arising out of or related to the performance under this Agreement by the Provider or his agents, Providers and employees. b. Limits of Coverage. The Provider shall maintain professional liability insurance coverage with coverage of at least $1 million, per occurrence, $3 million aggregate while providing services to the County. c. Evidence of Insurance. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides the County with not less 4 than thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. 7. 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 Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 8. 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 Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days'prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i. In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii. Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider 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. 9. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. 5 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. c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. d. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. e. 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. f. Non-Appropriation. Provider 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 Provider 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 Provider of such limitation or change in County's legal authority. g. 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 Provider's Name Attention: Colleen Bridger Cynthia Gamble, DDS P.O. Box 8181 114 Oakmist Hillsborough,NC 27278 Cary,NC 27513 6 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: PROVIDER: By: Of J 1 ' 11 O By: • ' Fr. f i on, C Manager /72/z-4 0 IDO Prirfted Name and Title Federal Tax ID #: c9-- ----/ zser/T Y This instrument has been approved as to technical content. i(7,---- Colleen Bridger, Health Depakent Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Clei.,.., P AtA, Clarence G. Grier, Financial and Administrative Services Director This ins ent , :s been approved as to form and legal sufficiency. I Annett- M. Moor, Staff Att rney, Office of the County Attorney 7