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HomeMy WebLinkAbout2013-479 Health - Patterson Dental to procure and deliver the products & services as it relates to TRG Conseutive Training $1,400 4 k. CUSTOMER ORDER P J` RS"N DENTAL ID: Branch: RALEIGH BRANCH Name:ORANGE COUNTY HEALTH DEPT Proposed By:Jim Hoye Address:300 W.TRYON ST. Rep Phone#:( } - P O BOX 8181 HILLSBOROUGH,NC 27278 Rep Cell Phone#: (919)614-5818 Rep Fax#:(919)8761.1153 Phone:(919)732 9361 Date Proposed:10/1/2013 Fax( ) Approc Install Date: Expiration Date: 12/31/2013 Mfr Mfr# Description fOtty Retail Price Sell Price Total EAGLESOFT TRMTW TRG-CONSECUTIVE TRAINING MN/TUE OR WED 1 600.00 600.00 600.00 EAGLESOFT TRTHF TRG-CONSECUTIVE TRAINING THUR OR FRI 1 800.00 800.00 800.00 Subtotal: $1,400.09 Freight Charges: $0.00 Estimated Sales Tax(7.5000°/4: $0.00 Total Investment $1,400.00 Less Downpayment: $0.00 Net Investment $1,400.00 The prices in this proposal will remain in effect until the earlier of the expiration date set forth above or a manufacturer price increase. 9 Customer is applying for credit with Patterson Dental Supply,Inc,a Minnesota corporation("Patterson' , Customers order will not be binding on Patterson,even if Patterson has signed below,until Patterson,in its sole discretion,approves Customers credit. Any sales tax and shipping/handling charges in this order are estimates.Patterson wil invoice,and Customer agrees to pay,all applicable shipping/handfing charges and taxes and other governmental charges. By signing below,Customer contracts for the products and services specified in this Order on the tams contained in the schedules identified below(the "Schedules").-Customer acknowledges receipt of a copy of this Order and the Schedules(together,"this Agreement'j.Customer agrees to be bound bythe terms of this Agreement,including the WARRANTY LIMITATIONS. Schedules ✓ General Terms and Conditions If your application for business credit is denied,you have the right to a written statement of the specific reasons for the denial. To obtain the statement,please contact the undersigned within 60 days from the date you are notified of our decision. We will send you a written statement of reasons for the denial within 30 days of receiving your request for the statement. Notice: The federal Equal Credit Opportunity Ad prohibits creditors from discriminating against credit applicants on the basis of race,color,religion,national origin,sex,marital status,age(provided the applicant has the capacity to enter into a binding contract);because all or part of the applicant*s income denies from any pubic assistance program;or because the applicant has in good faith exercised any right under the Consumer Credit Protection Ad_ The federal agency that administers compliance with this law concerning this creditor is FDIC,2345 Grand Avenue,Kansas City,MO 64108. GENERAL TERMS AND CONDITIONS 1. Order. Customer hereby authorizes Patterson to procure and deliver the products and services described in the Order. Customer may can this Order only with the written consent of Patterson and the payment of reasonable cancellation charges. 2. Payment. Payment in full is due on or before delivery unless otherwise expressly provided in the Order or in a separate written agreement between Patterson and Customer. In the event Customer accepts partial delivery, Customer shall make a corresponding partial payment. If Customer fails to make any payment when due,Customer will pay a late charge not to exceed the lesser of 1.5%per month of the late payment or the maximum lawful amount. Customer agrees to pay all shipping and handling charges and all taxes and other charges of any kind imposed by any govemmental entity in respect of this Agreement. To secure payment of amounts due, Customer grants Patterson a purchase money security interest in all equipment described in the Order. 3. Business Purpose. Customer represents and warrants that Customer will use all products ordered from Patterson solely in the operation of its business (and not for any personal, household or family purpose), for the purpose intended, and at the permitted location(s). 4. Force Maieure. Patterson shall not be liable for failure to deliver or delays in delivery or performance due to causes beyond its reasonable control including without limitation delays in manufacture or transportation,acts of Customer or others acting for or on behalf of Customer,strikes or other labor difficulties,governmental controls or actions,acts of God or other casualties. In the event of such failure or delay,the date of delivery or performance shall be extended for a period equal to the tine lost by reason of the failure or delay. 5. No Waiver. Any representation,affirmation of fact,course of dealing,usage of trade,promise or condition in connection with this Agreement not incorporated herein shall not be binding on either party. No waiver,alteration or modification of any of the provisions hereof shall be effective unless in writing and signed by a duty authorized representative of Patterson. Waiver by any party of strict performance of any provision of this Agreement will not be a waiver of or prejudice any party's right to require strict performance of the same provision in the future or of any other provision of this Agreement. 6. Identity of Customer. If the dentist or other individual who signed the Order(the"signer)operates his or her dental practice or business as a corporation,partnership or other legal entity,"Customer"as used in this Agreement means the legal entity. The signer shall be deemed to have signed the Order on behalf of that legal entity with the intention and autharity to bind it. 7. DISCLAIMER OF LIABILITY, IN NO EVENT WILL PATTERSON BE LIABLE FOR ANY(A)LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, HOWEVER CAUSED, AND EVEN IF PATTERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES;OR(B)CLAIMS MADE AGAINST PATTERSON MORE THAN TWO YEARS AFTER THE RELATED CAUSE OF ACTION AROSE. 8. Customer Obligations. (a) Data Back-Up. Customer shall keep up-to-date backup copies of all data for recovery purposes. Patterson shall have no liability for any loss of data arising out of the provision of maintenance and support services to Customer,including losses arising from the installation of upgrades or error corrections provided by Patterson. (b) Cooperation. Customer shall provide Patterson all data,information and cooperation Patterson deems necessary for the performance of Patterson's obligations under this Agreement. Patterson shall have no liability for any delay in the performance of Patterson's obligations resulting from Customer's failure to provide data or information or to cooperate. (c) Data Security&PCI Standards. Patterson has used commercially reasonable efforts to ensure that any products described in the Order that are subject to Payment Card Industry Data Security Standards(PCI DSS)comply as of the date of this Agreement with PCI DSS.In its use of such products,Customer shall comply with Customer's obligations under PCI DSS and other applicable data protection standards. (d) Compliance with Law. Customer shall comply with all laws and contractual obligations,including requirements of insurers,credit card issuers and other third party service providers,applicable to Customer's use of any product described in the Order. Such laws and obligations include,but are not limited to,state and federal statutes, rules and regulations governing record retention, billing error resolution, confidentiality, data privacy and security, and claims and payment processing; state Medicaid rules and regulations restricting access to and use of eligibility information; rules and regulations of the federal Department of Health and Human Services;and PCI DSS. (e) Use in Accordance with Specifications. Customer shall use the products described in the Order in accordance with the operator and user guides and other manuals and technical information and specifications,whether in hard copy, electronic or other format,furnished by Patterson to Customer. GENERAL TERMS AND CONDITIONS 9. Miscellaneous. This Agreement shall be governed by the laws of the state of North Carolina.This Agreement and any other written agreement between Patterson and Customer expressly referenced in this Agreement constitute the entire agreement between the parties as to the subject matter of this Agreement and supersede all other communications,oral or written.The invalidity of any term or provision of this Agreement will not affect the validity of any other provision.The section and paragraph headings of this Agreement are for the convenience of the reader only,and are not intended to act as a limitation of the scope or meaning of the sections and paragraphs themselves. Provider shall at all times remain in compliance with all applicable local,state, and federal laws,rules,and regulations including but not limited to all anti-discrimination laws. Pursuant to the terms of North Carolina General Statute 153A-449(b)no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable,failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Signature Page to Follow IN WITNESS WHEREOF,Orange County and the Provider have signed this Agreement,effective as of the day first written above. ORANG O PRO By: By: Coun Manager Title: c 200 S.Cameron St. aim Hoye P.O. Box 8181 Patterson Dental Representative Hillsborough,NC 27278 This instrument has been approved as to technical content. 7;�'---,�_J� - Colleen Bridger,Ph.D,MPH,De artment Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. /A4/w ' �' Office of the Chief Financial Officer Tps* Ith nt has been approved as to form and legal sufficiency. O County A orney ® DATE(MM/DD/YYYY) A�°' CERTIFICATE OF LIABILITY INSURANCE 11/19/2013 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must 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). PRODUCER C NT CT Marsh USA Inc. NAME: 333 South 7th St.,Suite 1600 PHONE FAX A/C No Minneapolis,MN 55402-2400 ADDRESS: Attn:Minneapolis.certrequest @marsh.com FAX 212-948-0804 INSURERS AFFORDING COVERAGE NAIC# 01 5777-STND-GAWU-1 3-14 INSURER A:Sentry Insurance A Mutual Co 24988 INSURED INSURER B:North American Elite Insurance Company 29700 Patterson Dental Supply,Inc. 1031 Mendota Heights Road INSURER C:Sentry Casualty Company 28460 St.Paul,MN 55120 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: CHI-004794392-01 REVISION NUMBER:7 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. NSR ILTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM/DOY/YYYY MM DDNYYY LIMITS A GENERAL LIABILITY 900531203 04/28/2013 04/28/2014 EACH OCCURRENCE $ 2,000,000 X DAMAGE O RENTED 1,000,000 COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ CLAIMS-MADE M OCCUR MED EXP(Any one person) $ B PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ 4,000,000 X POLICY PRO LOC $ A AUTOMOBILE LIABILITY 900531204(AIDS) 04/28/2013 04128/2014 Ea acciden SINGLE LIMIT 3,000,000 A X ANY AUTO 900531205(MA) 04/28/2013 04/2812014 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Par accident B X UMBRELLA LIAB X OCCUR H200000499-01 04/28/2013 04/28/2014 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED I I RETENTION$ $ A WORKERS COMPENSATION 900531201(AIDS) 04/28/2013 04/28/2014 X WC STATU- OTH- AND EMPLOYERS'LIABILITY 900531202 Hl,WI 04/28/2013 04/28/2014 1,000,000 C ANY PROPRIETOR/PARTNER/EXECUTIVE YIN N ( ) E.L.EACH ACCIDENT $ C OFFICER/MEMBER EXCLUDED? NIA 90-05312-10 CA 04/28/2013 04/28/2014 1,000,000 (Mandatory In NH) ( ) E.L.DISEASE-EA EMPLOYE $ If es,describe under E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space Is required) Orange County Health Dept is/are included as additional insured if required by written contract under General Liability policy. CERTIFICATE HOLDER CANCELLATION Orange County Health Dept SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:Pascal Moore THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO Box 8181 ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough,NC 27278-8181 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD