HomeMy WebLinkAbout2021-245-E-Health-Ibraheem G. Ackall, DDS contract amendment DocuSign Envelope ID:7612C085-C654-45EE-8C46-CB6A802CCEE7
NORTH CAROLINA
CONTRACT AMENDMENT
ORANGE COUNTY
THIS CONTRACT AMENDMENT ("Amendment") is made and entered into this fourth day of May, 2021 by and
between ORANGE COUNTY (hereinafter referred to as "County") and Ibraheem G Ackall, DDS (hereinafter referred
to as"Provider").
WITNESSETH:
THAT WHEREAS, the County and Provider entered into a contract dated July 1, 2020, (hereinafter the "Original
Agreement"), for the provision of services for dental services and patient care; 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 of the mutual covenants and agreements made herein, the parties agree to
amend the Original Agreement as follows:
1. Article 5, Section a. is amended to reflect a maximum payable not-to-exceed amount of$8,000.
2. Except for the changes made herein,the Original Agreement shall remain in full force and effect to the extent
it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original
Agreement and the terms of this Amendment,this Amendment shall control.
IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above
written.
ORANGE COUNTY PROVIDER
DocuSigned by: DocuSigned by:
1� w�w5b El' a�j
0R.R7QQ4R755F477 ARFfi9dRf:7F�FdQ7
Bonnie Hammersley Ibraheem G. Ackall,DDS
County Manager
Revised 07/20
DocuSign Envelope ID:7612C085-C654-45EE-8C46-CB6A802CCEE7
ORANGE COUNTY—DEPARTMENT USE ONLY
Party/Vendor Name: Ibraheem G.Ackall,DDS Party/Vendor Contact Person: L George Ackall,DDS Contact Phone: 719-691-1162
Party/Vendor Address: 405 Perry Creek Dr. City Chapel Hill State:NC Zip: 27514 Department: Health Amount: 4000 Purpose:
Dental Services Budget Code(s): 10410120-630000 Vendor#65708 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑
No® Contract Type: (Check one)New❑ Renewal ❑ Amendment ® Effective Date 5-15-21 Approved by Board Yes❑No
❑ Agenda Date:
This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has
not been initiated prior to execution of the agreement:
DDocuSigned by
�/� : ''�""
(XIMIn.1A.�l.A. SIw akf 5/4/2021
Department Director's Signature ,,,rF9000F3445P7 Date:
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have
already begun or been completed please briefly describe the nature of the emergency condition that was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to
information technology content and specifications:
Office of the Chief Information Officer Date:
Risk Management
This agreement is approved for sufficienc ioa�aa�:standards, specifications,and requirements:
aura. Cbvvu ttb 5/4/2021
Office of the Risk Management Office 00498 Date:
Financial Services
This instrument has been pre-audited i mMmot acquired by the Local Government Budget and Fiscal Control Act:
Office of the Chief Financial Officer Date:5/6/2021
s4�5rsr�CCU
Legal Services
This agreement is approved as t ItP46ftff1h%d sufficiency:
aI kuI M.arit, TbSCb 5/6/2021
e52
Office of the County Attorney 5eor �� Date:
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board Date:
Revised 07/20
DocuSign Envelope ID:7612C085-C654-45EE-8C46-CB6A802CCEE7
[Departmental Use Only]
Title I.Ackall, DDS - Dental Svcs.
FY 2020-2021
NORTH CAROLINA
DENTAL SERVICE AGREEMENT
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this first day of
July, 2020 ("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 lbraheem G. Ackall, 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:7612C085-C654-45EE-8C46-CB6A802CCEE7
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:7612C085-C654-45EE-8C46-CB6A802CCEE7
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, 2020 through
June 30, 2021.
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. If the County determines
Provider shall commence and or terminate services at another time,
then those times shall be designated here: Provider shall terminate
services at 12:30 p.m. (if no other time required to be designated mark
N/A as being not applicable). 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, 2020.
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 $100 per hour, but the
Rev. 6/19 3
DocuSign Envelope ID:7612C085-C654-45EE-8C46-CB6A802CCEE7
maximum amount payable for Basic Services shall not exceed four thousand
dollars ($4,000). The Provider shall be paid twice a month as follows:
Provider shall submit to OCHD an invoice for services rendered during the 1st
through the 15th day of the month on the nearest workday to the 161h 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 I 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.
Rev. 6/19 4
DocuSign Envelope ID:7612C085-C654-45EE-8C46-CB6A802CCEE7
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.
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.
Rev. 6/19 5
DocuSign Envelope ID:7612C085-C654-45EE-8C46-CB6A802CCEE7
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.
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
hqp://www.oran eg_counl nc.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.
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
Rev. 6/19 6
DocuSign Envelope ID:7612C085-C654-45EE-8C46-CB6A802CCEE7
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.
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 Ibraheem G. Ackall, DDS
P.O. Box 8181 405 Perry Creek Dr.
Hillsborough,NC 27278 Chapel Hill,NC 27514
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:
By: By:
Bonnie Hammersley, County Manager
Printed Name and Title
Rev. 6/19 7
DocuSign Envelope ID:7612C085-C654-45EE-8C46-CB6A802CCEE7
ORANGE COUNTY—DEPARTMENT USE ONLY
Department
Party/Vendor Name: Ibraheem G. Ackall, DDS Party/Vendor Contact Person: 1. George Ackall, DDS Contact Phone:
719-691-1162 Party/Vendor Address: 405 Perry Creek Dr. City Chapel Hill State:NC Zip: 27514 Department: Health
Amount: $4,000 Purpose: Dental Services Budget Code(s): 10410120-630000 Vendor# 65708 (N/A if new vendor)
Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one) New ❑ Renewal ® Amendment ❑
Effective Date 7/l/2020 Approved by Board Yes❑No❑ Agenda Date:
This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this
project has not been initiated prior to execution of the agreement:
Department Director's Signature Date:
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that was
addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved
as to information technology content and specifications:
Office of the Chief Information Officer Date:
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications,and requirements:
Office of the Risk Management Officer Date:
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act:
Office of the Chief Financial Officer Date:
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney Date:
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board Date:
Rev. 6/19 8
DocuSign Envelope ID:7612C085-C654-45EE-8C46-CB6A802CCEE7 State insurance insolvency guaranty funds are not
available for your risk retention group.
Policy Number: NCO2002232-2232 Broker 1D: SR01
Named Insured: Sentinel Risk Advisors LLC
Ibraheem G. Ackall, ❑DS 4700 Six Forks Road Suite 200
Mailing Address: Raleigh, NC 27609
405 Perry Creek Drive
Chapel Hill, NC 27514
The Named Insured is: Individual
Policy Period:
Inception Date 06/01/2020 to 06/01/2021 12:01 AM standard time at the address of the named
insured as stated herein.
Defense Coverages:
Limits of Insurance:
$50,000 each claiml$50,000 aggregate
Limits of Insurance: Dental Prof. Liability Licensing Board
$ 1,000,000 each claim Sexual Misconduct
3,000,000 Health Information
$ annual aggregate
$ 5,000 medical payments
Policy Form: Occurrence Class: 1: Minimal Sedation or Less
THE INSURANCE AFFORDED IS ONLY WITH RESPECT TO THOSE COVERAGES LISTED
ITEM ANNUAL PREMIUM
Named Insured AM=
Vicarious Liability (All) NIC
TOTAL PREMIUM 7f11�
Countersignature Date: 04/01/2020 By;
=A4QVe�-
At Westborough, Massachusetts Sheila Anzuoni, Esq.
Worcester County President and CEO
THIS IS NOT YOUR INVOICE. THE INVOICE IS ENCLOSED.
Acet,Mgr: Debbie Farm Date: 09/01/2016 20213-04-01 oo:40-128