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HomeMy WebLinkAbout2017-366 Health - UNC School of Dentistry for resident dental services STATE OF NORTH CAROLINA [Departmental Use Only] Title Graduate Resident Services COUNTY OF ORANGE FY 2017-2018 GRADUATE RESIDENT DENTAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into this the 1St day of July, 2017, by and between The University of North Carolina at Chapel Hill, School of Dentistry, for its Department of Dental Ecology ("Provider" or"School of Denistry"); and Orange County, a body politic and corporate of the State of North Carolina ("County") on behalf of the Orange County Health Department Dental Health Services("OCHD"). WITNESSETH WHEREAS, OCHD desires the services of one resident at the postgraduate year one level in the School of Dentistry to provide ambulatory dental health services for the academic year 2017- 2018; and WHEREAS, the County agrees to reimburse the Provider for the salary plus fringe for one Full Time Equivalent("FTE")resident position at the postgraduate year one or two level; and WHEREAS, the Provider agrees to provide the services of one General Practice Resident ("GPR")on rotation to The Health Department to fill the FTE position; and NOW, THEREFORE, in consideration of the premises and of the following mutual promises, covenants, and conditions,the County and the Provider 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 services of one resident at the postgraduate year one level in the Dental Health Services Division to provide ambulatory dental health services for the academic year 2017-2018 (the"Project"). ii) By executing this Agreement, the Provider represents and agrees that Provider 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. 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 1 a. Services to be Provided. The Provider shall provide the County 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 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 and/or submission of all work related to the Basic Services. ii) 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 or 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 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) Provider agrees that Provider, 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 Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider 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: i. The Provider will provide the following: 1. The services of one or more postgraduate year one residents to OCHD on rotation for the purpose of rendering comprehensive dental services for 4 1/2 days per week for the fiscal year beginning July 1St and ending June 30th. Rev. 6/16 2. An adjunct faculty appointment for the supervising dentist(s) at the Orange County Health Department upon presentation and evaluation by the School of appropriate credentials of the dentist(s). 3. Training for its GPR's on the OSHA Bloodborne Pathogens Standard. 4. That its GPR comply with the health requirements established by North Carolina state regulations and the School of Dentistry. 5. Maintenance of proper records of the GPR's rotating through the Health Department, and instruction to the GPR's on Hepatitis B vaccinations, the GPR's responsibility for post-exposure follow-up and any incurred costs, the GPR's responsibility for the provision of protective equipment, and proper post-exposure record-keeping. 6. That the GPR's meet all current immunization requirements for health care settings, including proof of a positive Varicella titer or vaccination and proof of a positive MMR titer or required vaccinations. 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2017 to June 30, 2018, and shall be renewable in writing thereafter. b. Scheduling of Services. i) The Provider shall schedule and perform the activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform the services in accordance with the approved Project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2017. iv) OCHD will be provide the School of Dentistry a total of fourteen (14) cumulative days during the fiscal year at which time the GPR's will not be present at OCHD, during this time the GPR's may schedule either vacation (10 days) and/or professional (4 days) leave. 1) Leave Days. The GPRs in the rotation may take a total of ten(10) days of leave during the fiscal year, additional leave will not be provided. The GPR must scheduled leave with the Health Department at least two months in advance. The Dental Health Division Director must approve all leave days on behalf of the Provider and will submit a quarterly report to the Director of the General Practice Residency Program. Rev. 6/16 2) Professional Leave Days for Career Planning. The GPR's in the rotation may take a total of no more than 4 days of Professional leave for career planning during the fiscal year, additional professional leave will not be provided. The GPR must provide notice of scheduled professional leave with the Health Department at soon as possible. The Dental Health Division Director must approve all scheduled leave on behalf of the Provider and will submit a quarterly report to the Director of the General Practice Residency Program. 5. Compensation a. Compensation for Basic Services. The County shall reimburse the Provider at the close of the quarter for 25% of the total salary and fringe benefits paid to the postgraduate year one resident under this Agreement. The maximum amount reimbursable for Basic Services shall not exceed Sixty Three Thousand Four Hundred Twenty Four dollars dollars ($63,424). The Provider shall invoice the County at the close if each quarter for the salary and fringe benefits for one postgraduate year one resident. Reimbursement for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). 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 fault or penalty, withhold any payment associated with the work to 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 services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated the Health Director to act as the County's representative with respect to the Project and 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 be reasonably required to render decisions and to furnish information. b. The Health Department will provide on-site supervision for the GPR through an adjunct faculty dentist while comprehensive dental services are being rendered by the GPR. The adjunct faculty member will participate in the evaluation of each of the GPR's performance at the Health Department rotation site. c. The Health Department must provide HIV, HBV and HCV testing for the source patient in the event of a blood borne pathogen exposure. In the event the GPR is exposed to blood or bodily fluids, the Health Department will be responsible for providing an initial response, according to the Orange County Health Department Bloodborne Pathogens Standard. The GPR will be required to return to University of North Carolina Student Health Services for post-incident testing and counseling if feasible. In the event the Rev. 6/16 GPR is unable to do so in a timely manner, the Health Department will provide access to testing and counseling for the GPR. The GPR will be responsible for the payment of services. 7. Independent Contractor. a. The services rendered by the School of Dentistry and the GPR pursuant to this Agreement are those of an independent contractor with respect to The Health Department and Orange County Government. For all purposes, the GPR is an employee of The University of North Carolina School of Dentistry and not an employee of The Orange County Health Department or Orange County Government Nothing contained in this Agreement shall be construed to create the relationship of principal and agent, or employer and employee, between The School of Dentistry or the GPR and The Health Department or Orange County Government. 8. Insurance a. General Requirements. The Provider shall purchase and maintain Professional liability insurance coverage for the GPR to be provided by the School of Dentistry with coverage of at least $1 million, per occurrence, $3 million aggregate while the GPR is on rotation at the Orange County Health Department. Proof of that insurance shall be submitted annually to The Health Department. b. Workers Compensation Coverage for the GPR's. The Health Department will not be responsible for damages arising from personal injury to the GPR of the School of Dentistry while the GPR is present at the Health Department, unless the personal injury was caused by the negligence of the Health Department, its employees, or agents. Nothing in this Agreement is intended to serve as a waiver of sovereign or governmental immunity by Orange County. 9. Indemnity a. Indemnity. The University will be responsible for the negligence of its employees and agents to the extent of the North Carolina Tort Claims Act. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 10. 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. 11. Termination a. Termination for Convenience of the County. This Agreement and any renewals of this Agreement may be terminated without cause by the County and for its convenience upon thirty(30) days' prior written notice to the Provider. Rev. 6/16 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 thirty (30) 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. 12. 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. 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. By executing this Agreement Provider affirms that Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider 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. 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. Rev. 6/16 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. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 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 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 Health Department Provider's Name: Attention Ac�� UNC School of Dentistry 300 West Tryon Street Attn: Shayna Hill Hillsborough,NC 27278 10 # 450 467 B Brauer Hall Chapel 1s 1NC9 1450 i. Access to Records. In compliance with 42 U.S.C. 1395x (v)(1)(1) and implementing regulations, the School of Dentistry and the Health Department agree, until the expiration of four years after the services are furnished under this contract, to allow the Secretary of the Department of Health and Human Services and the Comptroller General access to this contract and to the books, documents and records of The School of Dentistry and The Health Department necessary to verify the nature and extent of this contract. The School of Dentistry and The Health Department further agree that if any of the duties of this contract are carried out by a subcontractor of The School of Dentistry or The Health Department such subcontract shall contain a clause to the effect that, until the expiration of four years after the services are furnished under such subcontract, the Secretary of the Department of Health and Human Services and the Comptroller General shall have access to such subcontract and to the books, documents Rev. 6/16 and records of the subcontractor necessary to verify the nature and extent of the costs of such subcontract. j. Non-Discrimination and Confidentiality. OCHD and the provider will comply with such state and federal laws non-discrimination and confidentiality laws as may be applicable in the performance of this Agreement and acknowledge that in receiving, storing, processing or otherwise dealing with any confidential information, they will safeguard and not further disclose the information except as permitted by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended. 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 state and federal anti- discrimination laws, policies, rules, and regulations and the Orange County Anti- Discrimination Policy. 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. k. 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. IN WITNESS WHEREOF, the parties have hereunto signed this Agreement in their official capacities of the day and year listed on the signature page affixed to this Agreement. For and on behalf of the University of North Carolina at Chapel Hill 7•It•l1 Sco tsS51,L}NI1 ,"MB A, 7 Date UNC School of Dentistry y ^ Ma Fa cellrr D to Fo nce andAdfn' istration For and on Behalf of Orange County Bonnie Hammersley,County ager Date Rev. 6/16