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HomeMy WebLinkAbout2019-399-E Health - Diane Shugars DDS dental services DocuSign Envelope ID:97238CE2-BA88-43FC-BB15-3276F9D37D17 [Departmental Use Only] Title Diane Shugars, DDS FY 2019-2020 NORTH CAROLINA DENTAL SERVICE AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 26ffi day of June, 2019 ("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 Diane Shugars, DDS, (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 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 DocuSign Envelope ID:97238CE2-BA88-43FC-BB15-3276F9D37D17 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. Rev. 6/19 2 DocuSign Envelope ID:97238CE2-BA88-43FC-BB15-3276F9D37D17 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, 2019 through June 30, 2020. 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, 2019. 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 $800 for each clinic worked, but the maximum amount payable for Basic Services shall not exceed twenty four thousand dollars ($24,000). The Provider shall be paid twice a month as follows: Provider shall submit to OCHD an invoice for services rendered during the I" through the 15th day of the month on the nearest Rev. 6/19 3 DocuSign Envelope ID:97238CE2-BA88-43FC-BB15-3276F9D37D17 workday to the 16th day of each month and an invoice for services rendered during the 16th through the end of the month on the nearest workday to the 1 st day of the following month after the services has been performed. OCHD will then submit a request for a check to the Orange County Finance Department. Based on their schedule, the Finance Department will then prepare a check for Provider and the check will be mailed to Provider on or about 10 days after receipt of a properly submitted invoice for services. 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. Rev. 6/19 4 DocuSign Envelope ID:97238CE2-BA88-43FC-BB15-3276F9D37D17 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. 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. 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. 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 Rev. 6/19 5 DocuSign Envelope ID:97238CE2-BA88-43FC-BB15-3276F9D37D17 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 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: 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.oran eg countyLac. ova/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. 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. Binding arbitration may not be initiated by either Party, however, 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. 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. Rev. 6/19 6 DocuSign Envelope ID:97238CE2-BA88-43FC-BB15-3276F9D37D17 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. 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: Kimberlee Quatrone Diane Shugars, DDS P.O. Box 8181 4321 Fearrington Post Hillsborough,NC 27278 Pittsboro,NC 27312 h. 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. i. 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: Doc uSigned by: UocuSigned by: By a637994B755E477.. By. 99B470874BD3495 . Bonnie Hammersley, County Manager Contract Dentist Printed Name and Title Rev. 6/19 7 DocuSign Envelope ID:97238CE2-BA88-43FC-BB15-3276F9D37D17 EASTERN DENTISTS INSURANCE COMPANY (A Dental Society Risk Retention Group) CERTIFICATE OF INSURANCE This certificate is issued as a matter of information only and confers no rights upon the certificate holder.This certificate does not amend,extend,or alter the coverage afforded by the policies listed below. INSURED: Diane C. Shugars, DDS 4321 Fearington Post Pittsboro, NC 27312 COMPANY AFFORDING COVERAGE: Eastern Dentists Insurance Company 200 Friberg Parkway, Suite 2002 Westborough, MA 01581 TYPE OF INSURANCE: Claims Made Professional Liability POLICY NUMBER: NCC1900363 RETROACTIVE DATE: 06/01/2011 POLICY PERIOD: FROM: 06/01/2019 ; 12:01 A.M TO: 06/01/2020 ; 12:01 A.M. LIMITS OF LIABILITY: EACH nCLAIM �7 ANNUAL AGGREGATE $ 1,000,000 $ 3,000,000 _ Date issued: April 2, 2019 Sheila Anxu ni, Esq. President and CEO Eastern Dentists Insurance Company 200 Friberg Parkway,Suite 2002,Westborough, MA 01581-3999 1-800-898-3342 • 508-836-4204• 508-836-9910 Fax • www.edic.com