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Home My WebLink About2021-220-Health-Advance Dental Services Agreement-Referral of licensed dental personnel DocuSign Envelope ID:5ED77415-392C-4A8D-9E51-CB251ABA325A [Departmental Use Only] TITLE ADA Dental Pers Referral FY FY 2020-2021 ORANGE COUNTY CONTRACT UNDER$5,000.00 NORTH CAROLINA THIS AGREEMENT, is between Orange County, North Carolina, a body politic organized under the laws of the State of North Carolina, (the "County"), and Advanced Dental Associates, Inc. (the "Provider"). 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 services set out below to the County in accordance with the terms of this Agreement,time being of the essence. The services or materials 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$60/day for licensed dentists that have,or are willing to obtain,malpractice insurance. The term of this agreement rendered shall be from May 10,2021 to June 30, 2021. 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 (as determined by the County) 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 07/20 1 DocuSign Envelope ID:5ED77415-392C-4A8D-9E51-CB251ABA325A 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.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: To the extent authorized by North Carolina law 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. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 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 this Agreement is 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 cough 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, Revised 07/20 2 DocuSign Envelope ID:5ED77415-392C-4A8D-9E51-CB251ABA325A North Carolina. Regardless of the outcome of said litigation each party is responsible for its own costs and fees, including attorneys' fees. 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,this Agreement is effective upon its execution by Orange County and the Provider. O (liEsWI;NTY PR ��16 h",ed by: By: �Y u aln a �hU�/aVf By, `__i,,� �� Department hector Title:owner 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 07/20 3 DocuSign Envelope ID:5ED77415-392C-4A8D-9E51-CB251ABA325A ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Advanced Dental Associates, Inc. Party/Vendor Contact Person: Minder Contact Phone: 919-545-0985 Party/Vendor Address: 11312 US 15-501 North, Suite 107-139 City Chapel Hill State:NC Zip: 27517 Department: Health Amount: $2,000 Purpose: Referral of licensed dental personnel Budget Code(s): 10410120- 630000 Vendor#64922 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No® Contract Type: (Check one)New ❑ Renewal ® Amendment ❑ Effective Date 5/10/21 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 p ' T*0Ctfl n of the agreement: .4a" S&Walrf 5/6/2021 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 iraswgaea,,standards,specifications,and requirements: gusa, (hmt& 5/6/2021 Office of the Risk Management Officer Date: EF9176806498... Financial Services This instrument has been pre-audited i 9MWP&ePftquired by the Local Government Budget and Fiscal Control Act: O . 5/10/2021 Office of the Chief Financial Officer S. 7 Date: Legal Services This agreement is approved as t 4i,PfildAffd sufficiency: akk , L T Mb 5/10/2021 Office of the County Attorney 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 4 DocuSign Envelope ID:5ED77415-392C-4A8D-9E51-CB251ABA325A Erie Insurance Exchange Erie° Insurance �\ Exchange Member • Erie Insurance Group - 100 Erie Ins.PI. • Erie,PA 16530 Ultrapack 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 253131319 JJ1089 Named Insured's Full Name: Advanced Dental Associates Inc. Agent: Policy Period: Policy Number: JJ1095 THE SORGI INSURANCE AGENCY INC 06/02/2020 to 06/02/2021 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 Products/Completed Operations Aggregate Limit $2,000,000 Processed On:03/19/2020 (See Reverse Side) DocuSign Envelope ID:5ED77415-392C-4A8D-9E51-CB251ABA325A Insured Name: Advanced Uental Associates Inc. Policy Number: Q971310636 x Policy Period: 06/02/2020 to 06/02/2021 Page 2 of 10 Optional Coverages Deductible Amount of Insurance Policy-Level Optional Coverages: Property and Inland Marine-Optional Coverages: Terrorism Included Processed On:03/19/2020 CONTINUED ON NEXT PAGE DocuSign Envelope ID:5ED77415-392C-4A8D-9E51-CB251ABA325A Insurea Name: Havancea uentai /Associates Inc. Policy Number: Q971310636 Policy Period: 06/02/2020 to 06/02/2021 Page 3 of 10 Supplemental Declarations Location 1 /Building 1 Address: Occupancy/Operations: 2 CROSSWINDS ESTATES DR Employment Agency PITTSBORO NC 27312-8450 County: Chatham Interest of Named Insured In Such Premises: Homeowner Coverage Deductible Amount of Insurance Property Protection 1. Buildings NIL 2. Business Personal Property and Personal Property of Others Property Deductible $10,900 Replacement Cost Theft Exclusion Applies: No 3. Income Protection&Extra Expense Actual Loss Sustained 12 Months Automatic Adjustment of Business Personal Property and Personal Property of Others Coverage —2% Property and Inland Marine-Optional Coverages: Sewer and Drain Backup $500 $5,000 Utility Properties-Direct Damage $5,000 Schedule of Static Forms Form Number Edition Date Description UPP 01/10 ULTRAPACK PLUS POLICY PK0001 05/20 ULTRAPACK PLUS COMMERCIAL PROPERTY COVERAGE PART PKAX 01/10 PRODUCTION OR PROCESS MACHINERY- DEDUCTIBLE PKAY 12/14 SEWER AND DRAIN BACK-UP COVERAGE PKBB 07/16 UTILITY PROPERTIES - DIRECT DAMAGE CL0209 11/10 IMPORTANT NOTICE - LEAD LIABILITY EXCLUSION CL0214 11/10 IMPORTANT NOTICE - POLICY SERVICE FEES CL0492 04/19 IMP NOTICE TO PROP INS POLHLDR-NO FLOOD, EARTHQUAKE, MUDSLIDE, MUDFLOW, OR LANDSLDE COV PKGP 01/10 AMENDMENT OF MOBILE EQUIPMENT DEFINITION PKRE 01/10 NORTH CAROLINA AMENDATORY ENDORSEMENT CL0495 05/20 * IMPORTANT NOTICE TO POLICYHOLDERS - ULTRAPACK PLUS PROGRAM PK0003 05/20 * ULTRAPACK PLUS EXTRA LIABILITY COVERAGES CG0001 04/13 COMMERCIAL GENERAL LIABILITY COVERAGE FORM CGO099 11/85 CHANGES IN GENERAL LIABILITY FORMS FOR COMMERCIAL PACKAGE POLICIES CG2138 11/85 EXCLUSION - PERSONAL AND ADVERTISING INJURY CG2147 12/07 EMPLOYMENT-RELATED PRACTICES EXCLUSION CG2167 12/04 FUNGI OR BACTERIA EXCLUSION UFB213 11/12 * SUBSCRIBER'S AGREEMENT CG2170 01/15 CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM CG2196 03/05 SILICA OR SILICA-RELATED DUST EXCLUSION PKGN 12/14 PUNITIVE DAMAGES COVERAGE Processed On: 03/19/2020 (See Reverse Side) DocuSign Envelope ID:5ED77415-392C-4A8D-9E51-CB251ABA325A Insured Name: Havanceo uentai Hssouates Inc. Policy Number: Q971310636 Policy Period: 06/02/2020 to 06/02/2021 Page 4 of 10 Schedule of Static Forms - (continued) Form Number Edition Date Description CL0396 01/17 IMPORTANT NOTICE - DATA BREACH RESPONSE EXPENSES COVERAGE CG2106 05/14 EXCL-ACCESS OR DISCLOSURE OF CONFIDENT OR PERS.INFO AND DATA-RELATED LIAB - WITH LIMIT BOD INJ EXCEP CG2109 06/15 EXCLUSION - UNMANNED AIRCRAFT IL0017 11/98 COMMON POLICY CONDITIONS IL0021 09/08 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (BROAD FORM) IL0269 09/08 NORTH CAROLINA CHANGES - CANCELLATION AND NONRENEWAL IL0952 01/15 CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM IL985F 01/15 DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT PKMJ 01/10 EXCLUSION - LEAD LIABILITY PKMN 01/10 EXCLUSION - PERSONAL ACTIVITY LIABILITY PKMD 01/10 EXCLUSION -ASBESTOS PKMQ 12/14 EXCLUSION - PROFESSIONAL LIABILITY PKRO 01/10 AMENDMENT OF POLICY -TWO OR MORE COVERAGE PARTS Processed On:03/19/2020