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Home My WebLink About2019-086-E Health - Brian Swift Service Agreement amendmentRevised Dec 2018 ORANGE COUNTY AMENDMENT TO SERVICES AGREEMENT NORTH CAROLINA THIS AMENDMENT, made and entered into this the 13th day of February, 2019, by and between the County of Orange, a body politic and corporate of the State of North Carolina, (“County”), and Brian Swift, DDS (“Provider”); WITNESSETH: WHEREAS, the County and Provider entered into a Services Agreement dated, August 7, 2018, to provide services to be rendered by Provider to County’s Health Department (“Original Agreement”); and WHEREAS, the County and Provider desire to amend the Original Agreement, while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration for the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement, effective August 7, 2018 (“Effective Date”) as follows: The amount to be paid by the County shall not exceed seven thousand two hundred dollars, ($7,200). Except for the changes made to the payments amount in section 1. Payment herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event that there is a conflict between the Original Agreement and this Amendment, this Amendment shall control. IN WITNESS WHEREOF, Orange County and the Consultant have signed this Amendment, this the 13th day of February, 2019. FOR: ORANGE COUNTY FOR PROVIDER: By: _________________________ By: _________________________ County Manager Brian Swift, DDS DocuSign Envelope ID: AF952183-DCC6-47F3-9841-1B9C7887DC3D Revised 10/17 (Mgr apprv 5k 6/18) 1 [Departmental Use Only] TITLE Swift, Brian - Dental Svcs FY 2018-2019 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 7th day of August, 2018, (“Effective Date”) by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"), party of the first part; and Brian Swift, DDS (the "Provider"), party of the second part; W I T N E S S E T H: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the foll owing services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials and/or construction (hereinafter referred to collectively as “Services”) to be furnished under this Agreement are as follows: Professional dental services to patients at Orange County Health Department Dental Clinic at $100/hour. The term of this agreement rendered shall be from August 13, 2018 to June 30, 2019. 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 to the satisfaction of the County. Provider shal l 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. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement, without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed Four Thousand Eight Hundred Dollars, ($4,800). Payment shall be made within thirty (30) days of an invoice properly submitted to County. 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. 2. Non–waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor, 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. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County DocuSign Envelope ID: 5280C1B1-51A7-4D85-BDBA-2A9524E399BBDocuSign Envelope ID: AF952183-DCC6-47F3-9841-1B9C7887DC3D Revised 10/17 (Mgr apprv 5k 6/18) 2 Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemnity: The Provider agrees, without limitation, to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider’s duties and obligations related to the Services to be provided in this Agreement. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. 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 Non- Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). 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. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. DocuSign Envelope ID: 5280C1B1-51A7-4D85-BDBA-2A9524E399BBDocuSign Envelope ID: AF952183-DCC6-47F3-9841-1B9C7887DC3D Revised 10/17 (Mgr apprv 5k 6/18) 3 10. 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. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ Department Director Title: ________________________ 200 S. Cameron St. Brian Swift, DDS P.O. Box 8181 2010 Sweeten Creek Road Hillsborough, NC 27278 Chapel Hill, NC 27514 DocuSign Envelope ID: 5280C1B1-51A7-4D85-BDBA-2A9524E399BB Dr. DocuSign Envelope ID: AF952183-DCC6-47F3-9841-1B9C7887DC3D This policy shall not be valid unless countersigned by a duly authorized representative of the company. Countersigned By __________________________________ Authorized Representative Issue Date:08/17/2018 04:30:27 PM DBOZANT Renewal Conversi ASPDTPL056 0317 SecretaryPresident Page 1 of 1 $1,000,000 Limits of Liability Each Claim Coverage Professional Liability - OccurrenceAggregate$3,000,000 Included Personal Injury Liability & Advertising Injury Liability - Occurrence Each Person First Aid - Occurrence Aggregate Each Claim Employment Practices Liability Coverage Defense - Claims-Made Policy Premium$589.00 Printed Endorsements Attached At Policy Issuance - See Attached Schedule of Endorsements Policy Number D022132-02 From Policy Period To 09/18/2018 09/18/2019 Coverage Is Provided By Named Insured and Address National Administrator State Administrator Brian James Swift DDS 4010 Sweeten Creek Rd. Chapel Hill, NC 27514 PROFESSIONAL PROTECTOR PLAN ® PROFESSIONAL LIABILITY COVERAGE PART DENTISTS/ORAL SURGEONS OCCURRENCE DECLARATIONS $25,000 $25,000 Aspen American Insurance Company B & B Protector Plans Inc. P.O. Box 173569 Tampa, FL 33672-3569 APP / PPP - NC P O Box 172057, Tampa FL - 33672 $10,000 DocuSign Envelope ID: AF952183-DCC6-47F3-9841-1B9C7887DC3D