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HomeMy WebLinkAbout2014-566-E Health - Rachel Sigmon for Dental Services $35,000 DocuSign Envelope ID: EB453E96-2633-4D28-B133-0C9F1E02F8CB [ [Departmental Use Only] Title Rachel Sigmon FY 2014 - 2015 NORTH CAROLINA DENTAL SERVICE AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter ntered into this 1st day of November, 2014 the State of North Carolina (hereinafter, the "County") on behalf of the Orange County Health DeparRachel Sigmon. W I T N E S S E T H : 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 DocuSign Envelope ID: EB453E96-2633-4D28-B133-0C9F1E02F8CB 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 e 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. 2 DocuSign Envelope ID: EB453E96-2633-4D28-B133-0C9F1E02F8CB 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 November 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 November 1, 2014. Compensation 5. 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 th by the nearest workday to the 20 day of each month an invoice for services th rendered during the month preceding the 16 day of the month. OCHD will 3 DocuSign Envelope ID: EB453E96-2633-4D28-B133-0C9F1E02F8CB 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 st schedule which will be mailed to provider on or about the 1 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 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. 4 DocuSign Envelope ID: EB453E96-2633-4D28-B133-0C9F1E02F8CB 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. Amendments to the Agreement 9. 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. Termination 10. a.Termination for Convenience of the County. This Agreement may be terminated 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. Additional Provisions 11. 5 DocuSign Envelope ID: EB453E96-2633-4D28-B133-0C9F1E02F8CB 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. 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 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 eve mandated functions, by state and/or federal legislative or regulatory action, which Agreement, then this Agreement shall automatically terminate without penalty to 6 DocuSign Envelope ID: EB453E96-2633-4D28-B133-0C9F1E02F8CB legal authority. h.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. i.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 Attention: Colleen Bridger Rachel Sigmon P.O. Box 8181 4045 Cleburne Court Hillsborough, NC 27278 Haw River NC, 27258 j.Independent Contractor: The Provider shall operate as an independent Provider, 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. k.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. 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: _________________________________ By: __________________________________ Bonnie B. Hammersley, County Manager __________________________________ Printed Name and Title Federal Tax ID #: _______________________ 7 FORTRESS SENT VIA CERTIFICATE OF MAILING September 26,2014 Rachel Anne Gregg Sigmon, DDS Policy Number: 3017314 4045 Cleburne Court Renewal Date: 12/1/2014 Haw River, NC 27258 Agency: Asset Protection Group, Inc Phone Number: (804)423-7700 SUMMARY OF CHANGES TO YOUR NORTH CAROLINA FORTRESS PROFESSIONAL LIABILITY POLICY This notice is to inform you of the changes made to the Fortress Dental Professional Liability insurance policy. Such revisions will take effect upon the renewal date of your Fortress policy. We would like to take this opportunity to review your policy changes. This summary is intended to provide general information concerning your insurance policy and is not complete. All coverages are subject to the limits of liability,conditions and other terms of the policy form and endorsements. Please read this notice carefully to understand the changes that have been made to your policy. If you have any questions, please contact your Fortress agent. Your agent will provide you with a copy of your new Fortress policy along with your renewal documents shortly. PREMIUM NOTICE Your renewal premium will be$817.00. You will be invoiced approximately 30 days prior to the effective date of your new policy term. SUMMARY OF POLICY CHANGES The Fortress policy can be issued to an individual (Fortress Individual Policy)or a corporate entity(Fortress Entity Policy)as defined in the policy and outlined on the Declarations Page. Please see the revisions to the Fortress policy outlined in each section below. Sectia 1.Coverage Aafeemefif - -- — —• The consent to settle provision no longer contains the condition that the named insured must be a current Fortress insured to exercise their right to consent to settle. • The policy clarifies that Fortress has the right, but not the duty,to appeal any judgments,findings, orders or rulings. _Section Il.Supplementary Payments (New section specific to a Fortress Individual Policy) • The policy will pay$250 per day in actual lost wages, not to exceed$5,000 in any policy period,for attendance at trial or depositions, other than his/her own.This benefit has been expanded to include depositions other than his/her own and been increased by$50 per day. • The First Aid Expenses have been increased from$5,000 to$10,000. Section Ill. Persons Insured(This sections replaces the Protected Parties section of existing oolicY) ■ The definition of an Additional Insured Entity(ies)has been modified to provide coverage only to a named insured's sole shareholder entity. If the sole shareholder entity becomes a multi-shareholder entity, coverage will be afforded as outlined in the policy. CN-NC(01/14) FORTRESS • The named insured entity or additional insured entity operating as a d/b/a is considered a person insured. • The officers,directors,or partners of a named insured entity are considered persons insured as outlined in the policy. • The definition of Insured Employee(s)has been updated to clarify that CRNAs or any other licensed healthcare professional(s)authorized to provide healthcare services without the supervision of a dentist, other than a licensed dental hygienist,are not an insured employee. Section IV. Limits of Liability(Title Change Only—Formerly called Limits of Coverage) Section V. Exclusions • Exclusion G.was modified to include disposing,altering and dispensing of any product or medical devices.This exclusion does not apply to liability arising out of the dispensing of pharmaceuticals or dental appliances to their own patients. • Exclusion I. has been updated to include coverage for monitoring or supervising any intern, extern or resident in a formal training program provided that the individual maintains coverage through the program,the named insured dentist does not enter into a contract to indemnify any entity or individual for the acts or omissions of the individual being monitored or supervised and the named insured dentist does not maintain coverage for this activity. • Exclusion K. excludes liability of an insured as an operator,director,superintendent,or executive officer of any hospital, nursing home,sanitarium,assisted care facility,clinic with bed and board facilities, laboratory, imaging facility,or business enterprise. This exclusion does not apply to laboratories or imaging facilities used for the treatment of the insured's own patients. • Exclusion L.addresses claims of fraud, conspiracy, collusion,deceptive trade practices,and false advertising. • Exclusion M. excludes obligations for worker's compensation,occupational diseases, unemployment compensation and disability benefits. • Exclusion N. clarifies that the administration of anesthesia is only covered when provided by an Anesthesia Professional as defined by this policy. • Exclusion P. excludes bodily injury arising from pollutants and radioactive,toxic, explosive, hazardous,or nuclear property and materials as outlined in the policy. Section Vl. Definitions ■ The definitions found on Page 3 are now arranged in alphabetical order for ease of reference. Defined words are shown in bold type. Please review the definition section carefully in conjunction with this notice.Of particular note: • The definition of Professional Services replaces the current definition of Dentistry. • A new definition has been added to define the term Retirement. • A new definition has been added to define the term Affiliate Dentist(applicable to Fortress Entity — Polity-o ly). - Section VII. Insured's Duties • In order to report a claim,the named insured must submit a written report to Fortress. • Notification of address changes must be sent to Fortress via registered mail during pending claims. Section VIII.Conditions • Condition D. permits contribution in equal shares,or according to proportional limits,when an insured has another insurance policy. • Condition I.the Fortress policy is not assignable. Section IX. Extended Reporting Endorsement(This section is only applicable to a Claims Made Policy) ■ The named insured is provided the greater of 60 days from the termination date, or 30 days from the date of mailing or delivery of notice to purchase an extended reporting endorsement. Section X. Privacy Notice(This section replaces the Business Associate Agreement) CN-NC(01/14) FORTRES; ENDORSEMENT FOR AMENDING NAME AND/OR ADDRESS OF PROTECTED DENTIST OR PROTECTED ORGANIZATION Page 1 and Item 1 of the Declarations are amended to change the name and/or address of the protected dentist or protected organization as follows: Item 1. Name and Address of the Protected Dentist or Protected Organization: Rachel Anne Gregg Sigmon, DDS 3901 North Roxboro Street Suite 200 Durham, NC 27704 As a result of the protected dentist's or protected organization's change in rating territory, the premium payable under the Policy shall be amended by the following amounts: Total Additional Premium: $0.00 In consideration of the additional premium, and the mutual agreements of the protected parties and us, the Policy identified below, of which this Endorsement is a part, is changed as stated above. All other terms and conditions of this Policy not specifically changed by this Endorsement shall remain the same. JMWW W.Asa,AAY Name Acwmt Mamger Title Signature Policy Number: 3017314 Effective: 12:01 A.M., 7/1/2014 Issued to: Rachel Anne Gregg Sigmon, DDS FD1008(01/03) Page 1 of 1 Insured Copy