HomeMy WebLinkAbout2014-397 Public Health - Elizabeth Krzysztoforska to provide professional dental services patient care at the OCHD clinics $35,000 [Departmental Use Only]
Title Elizabeth Krzysztoforska
FY 2014 - 2015
NORTH CAROLINA
DENTAL SERVICE AGREEMENT
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of
July, 2014 ("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 Elizabeth Krzysztoforska, (hereinafter,the "Provider").
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
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.
vi. Provider shall comply with the terms of the Business Associate Agreement
which is attached as Exhibit A, and is hereby incorporated by reference.
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.
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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, 2014 through
June 30, 2015.
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, 2014.
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
Thirty-five Thousand dollars ($35,000). The Provider shall submit to OCHD
by the nearest workday to the 20'h day of each month an invoice for services
rendered during the month preceding the 16th day of the month. OCHD will
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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 I"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.
6. 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.
7. 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
than thirty (30) days prior written notice of any cancellation, non-renewal or
reduction of coverage.
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8. Indemnity
a. Indemnity. The Provider 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 Project 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 the Provider 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
Provider to indemnify the County to the fullest extent permitted under North
Carolina law.
9. Amendments to the Agreement
a. Chanp-es 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.
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 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.
11. Additional Provisions
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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.
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. Compliance with Laws. 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.
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 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.
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. 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
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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.
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 Provider's Name
Attention: Colleen Bridger Elizabeth Krzysztoforska
P.O. Box 8181 128 Summerlin Dr.
Hillsborough,NC 27278 Chapel Hill,NC 27516
i. Independent Contractor: The Provider shall operate as an independent Provider,
and the County shall not be responsible for any of the Provider's acts or omissions.
The Provider shall not be treated as an employee with respect to the Services
performed hereunder for federal or state tax, unemployment or workers'
compensation purposes.
j. Priori ty: 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.
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.
[SIGNATURE PAGE TO FOLLOW]
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ORANGE COUNTY: PROVIDER:
By: By:
County Manager
Printed Name and Title
Federal Tax ID #:
This * trument has been approved as to technical content.
Colleen Bridger, Health Depjrrrent Director
This instrument has been pre-audited in the manner required by the Local Government Budget and
Fisc ontrol Act.
Clarence G. Grier, Asst. County anager/CFO
This inst en a een approved as to form and legal sufficiency.
Annette 14. Mo e, Staff A orney, Office of the County Attorney
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