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Home My WebLink About2019-418-E Health - Advanced Dental Associates service contract DocuSign Envelope ID: DC123A99-06A0-46CF-848C-67887A7D9680 [Departmental Use Only] TITLE ADA Dental Personnel Referral FY FY 2019-2020 ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 1st day of July, 2019, ("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 Advanced Dental Associates, Inc. (the "Provider"),party of the second part; WITNESSETH: 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 following 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: Provide Orange County Dental Department referrals at a rate of $40/day for dental assistants, $40/day for licensed dental hygienists, and $50/day for licensed dentists that have, or are willing to obtain,malpractice insurance. The term of this agreement rendered shall be from July 1, 2019 to June 30,2020. 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 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. 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 two thousand dollars, ($2,000). 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 Revised 12/18 1 DocuSign Envelope ID: DC123A99-06A0-46CF-848C-67887A7D9680 be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountVnc.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. Indemni : 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 I IA 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.oran ecog4tync. og v/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. Revised 12/18 2 DocuSign Envelope ID: DC123A99-06A0-46CF-848C-67887A7D9680 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. OR(—Docu5igned by: P O_uSigned dy: S&Wof 9Lt iVt' By: 3C18F2�09E3445F. By, 02758 Department Director Title:vwneri Starr i consultant 200 S. Cameron St. Advanced Dental Associates,Inc. P.O. Box 8181 11312 US 15-501 North, Suite 107-139 Hillsborough,NC 27278 Chapel Hill,NC 27517 Revised 12/18 3 DocuSign Envelope ID: DC123A99-06A0-46CF-848C-67887A7D9680 Erie Insurance Exchange Erid Insurance Exchange Mom ber• Erie Insurance Group 100 Erie Ins-K• Erie.PA 16530 Uitrapack Plus Policy Declarations Renewal Certificate Mailing Name and Address for Insured: Other Interest: ADVANCED DENTAL ASSOCIATES INC 11312 US 15-501 NORTH STE 107-139 �" CHAPEL HILL NC 27517 219726462 JJ1089 Named Insured's Full Name: Advanced Dental Associates Inc. Agent: Policy Period: Policy Number: .111095 THE SORGI INSURANCE AGENCY INC 06/0212019 to 06/02/2020 Q971310636 Agent Address and Phone THE SORGI INSURANCE AGENCY INC Policy begins at 12:01 A.M. standard time on the 16 CONSULTANT PL STE 102 effective date and ends at 12:01 A.M. standard DURHAM NC 27707-6313 time on the expiration date. Standard time is 919-682-4814 determined at the stated address of the named insured. The insurance applies to those premises described below. This is subject to all applicable terms of the policy and attached forms and endorsements. Premium Summary - Pay Plan Discount Applies Total Annual Policy Premium: $348.00 (This is not a bill. Your invoice will follow in a separate mailing.) Property Protection -As Per Attached Supplemental Declarations Deductible (Property Protection Only) $500 Policy-Level Coverages Liability Protection Limits of Insurance Commercial General Liability Limits of Insurance Each Occurrence Limit $1,000,000 Damage to Premises Rented to You $1,000,000 Any One Premises Medical Expense limit $5,000 Any One Person Personal&Advertising Injury Limit Excluded General Aggregate Limit $2,000,000 Prod ucts/Com feted Operations Aggregate Limit $2,000,000 Processed On:03119/2019 (See Reverse Side) 80 DocuSign Envelope ID:lDul�u V4411W, 46C U84�8G 7�8Lie�Dat mssoclates Inc. Policy Number: 0971310636 Policy Period: 06/0212019 to 06/02/2020 Page 2 of 47 Optional Coverages Deductible Amount of Insurance Policy-Level Optional Coverages: Property and Inland Marine-Optional Coverages: Terrorism Included Processed On:03119I2019 CONTINUED ON NEXT PAGE