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HomeMy WebLinkAbout2022-139-E-Health-UNC School of Dentistry-Resident dental services DocuSign Envelope ID:8E934AAF-CB04-4BC8-BE84-47915389317B STATE OF NORTH CAROLINA [Departmental Use Only] Title Graduate Resident Services COUNTY OF ORANGE FY 2021-2022 GRADUATE RESIDENT DENTAL SERVICES AGREEMENT THIS AGREEMENT, made and entered into this the I't day of July, 2021, by and between The University of North Carolina at Chapel Hill, for its Adams School of Dentistry, Division of Craniofacial and Surgical ('Provider" or "School"); and Orange County, a body politic and corporate of the State of North Carolina ("County") on behalf of the Orange County Health Department Dental Health Services ("OCHD"). WITNESSETH WHEREAS, OCHD desires the services of one General Practice resident at the postgraduate year one or two level from the School to provide ambulatory dental health services for the academic year 2021-2022; and WHEREAS, the Provider agrees to provide the services of one General Practice Resident ("GPR") at the postgraduate year one or two level on rotation to the Health Department; and WHEREAS, the County agrees to reimburse the Provider for the salary and fringe for one Full Time Equivalent("FTE")resident at the Health Department; NOW, THEREFORE, in consideration of the premises and of the following mutual promises, covenants, and conditions,the County and the Provider 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 services of one resident at the postgraduate year one or two level in the Dental Health Services Division to provide ambulatory dental health services for the academic year 2021-2022 (the"Project"). ii) By executing this Agreement, the 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. 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 {00122783.DOCX 311 DocuSign Envelope ID:8E934AAF-CB04-4BC8-BE84-47915389317B a. Services to be Provided. The Provider shall provide the County with all services required in Section 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 regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) 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. 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 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) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities 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. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows: i. The Provider will provide the following: 1. The services of one or more postgraduate year one or two residents to OCHD on rotation for the purpose of rendering comprehensive dental services for {00122783.DOCX 31Rev. 9/2021 DocuSign Envelope ID:8E934AAF-CB04-4BC8-BE84-47915389317B approximately 4 1/2 days per week for the fiscal year beginning July lst, 2021 and ending June 30th, 2022. a. The GPR shall commence work at the beginning of the clinic work day, 8:00 a.m. Monday through Friday, and terminate service when the last patient is seen following the close of registration at 5:00 p.m. Monday through Thursday, and at 12:00 p.m. on Fridays. During the COVID pandemic, the office hours are 8:00a.m to 5:00p.m Tuesday through Thursday. The GPR shall be entitled to a lunch break of one hour and sufficient other breaks as necessary to maintain productivity. b. In the event the clinic will be closed or hours reduced during the regular clinic work day or regular clinic hours reduced, OCHD shall notify the GPR as soon as practicable. c. The GPR shall notify OCHD at least ten (10) days prior to scheduled time during which they will not be at the clinic (e.g., vacation or professional development). The GPR shall notify OCHD as soon as practicable prior to unscheduled time they cannot be at the clinic (e.g., due to illness or emergency). 2. An adjunct faculty appointment for the supervising dentist(s) at the Orange County Health Department upon presentation and evaluation by the Adams School of appropriate credentials of the dentist(s). 3. Training for its GPR's on the OSHA Bloodborne Pathogens Standard. 4. That its GPR comply with the health requirements established by North Carolina state regulations and the School. 5. Maintenance of proper records of the GPR's rotating through the Health Department, and instruction to the GPR's on Hepatitis B vaccinations, the GPR's responsibility for post-exposure follow-up and any incurred costs, fit- testing for N95 respirators and proper post-exposure record-keeping. 6. That the GPR's meet all current immunization requirements for health care settings, including proof of a positive Varicella titer or vaccination and proof of a positive MMR titer or required vaccinations. 4. Duration of Services a. Term. The term of this Agreement shall be from July 1, 2021 to June 30, 2022, and shall be renewable in writing thereafter by mutual agreement of the parties. OCHD must notify School of its desire to renew the arrangement contemplated by this Agreement not later than December 1, 2021 for the period beginning July 1, 2022. The parties acknowledge the reason for such required renewal is that the "match" period for the category of services provided hereunder occurs in December and January in advance of the following July 1 fiscal year. b. Scheduling of Services. {00122783.DOCX 31Rev. 9/2021 DocuSign Envelope ID:8E934AAF-CB04-4BC8-BE84-47915389317B i) The Provider shall schedule and perform the activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform the services in accordance with the approved Project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 2021. iv) OCHD will provide the School a total of fifteen (15) cumulative days during the fiscal year when the GPRs may not be present at OCHD, during which time the GPRs may schedule vacation and/or professional leave Assigned GPRs must schedule such leave with School and OCHD at least two months in advance. 5. Compensation a. Compensation for Basic Services. The County shall reimburse the Provider at the close of the quarter for 25% of the total salary and fringe benefits for the postgraduate year one or two resident under this Agreement (1.0 FTE annually). The maximum amount payable for Basic Services during the fiscal year shall not exceed sixty eight thousand five hundred fifty four dollars and ninety two cents ($68,554.92). The Provider shall invoice the County at the close of each quarter. Reimbursement for Basic Services shall become due and payable within thirty(30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). 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 fault or penalty, withhold any payment associated with the work to 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 services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated the Health Director to act as the County's representative with respect to the Project and 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 be reasonably required to render decisions and to furnish information. b. The Health Department will provide necessary supplies for the Basic Services including personal protective equipment for GPRs and on-site supervision for the GPR through an {00122783.DOCX 31Rev. 9/2021 DocuSign Envelope ID:8E934AAF-CB04-4BC8-BE84-47915389317B adjunct faculty dentist while comprehensive dental services are being rendered by the GPR. The adjunct faculty member will participate in the evaluation of each of the GPR's performance at the Health Department rotation site. c. The Health Department must provide HIV, HBV and HCV testing for the source patient in the event of a blood borne pathogen exposure. In the event the GPR is exposed to blood or bodily fluids, the Health Department will be responsible for providing an initial response, according to the Orange County Health Department Bloodbome Pathogens Standard. The GPR will be required to return to UNC Health for post-incident testing and counseling if feasible. In the event the GPR is unable to do so in a timely manner, the Health Department will provide access to testing and counseling for the GPR. The GPR will be responsible for the payment of services. 7. Independent Contractor. a. The services rendered by the School and the GPR pursuant to this Agreement are those of an independent contractor with respect to The Health Department and Orange County Government. For all purposes, the GPR is an employee of The University of North Carolina Health Care System and not an employee of The Orange County Health Department or Orange County Government. Nothing contained in this Agreement shall be construed to create the relationship of principal and agent, or employer and employee, between The School of Dentistry or the GPR and The Health Department or Orange County Government. 8. Insurance a. General Requirements. The Provider shall ensure Professional liability insurance coverage for the GPR with coverage of at least $1 million, per occurrence, $3 million aggregate while the GPR is on rotation at the Orange County Health Department. Proof of that insurance shall be submitted annually to The Health Department. b. Workers Compensation Coverage for the GPR's. The Health Department will not be responsible for damages arising from personal injury to the GPR of the School while the GPR is present at the Health Department, unless the personal injury was caused by the negligence of the Health Department, its employees, or agents. Nothing in this Agreement is intended to serve as a waiver of sovereign or governmental immunity by either party. 9. Indemnity a. Indemnity. The University will be responsible for the negligence of its employees and agents to the extent of the North Carolina Tort Claims Act. 10. 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. {00122783.DOCX 31Rev. 9/2021 DocuSign Envelope ID:8E934AAF-CB04-4BC8-BE84-47915389317B 11. Termination a. Termination for Convenience. This Agreement and any renewals of this Agreement may be terminated without cause by either party and for its convenience upon sixty(60) days' prior written notice to the other party. b. 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. In addition to such amounts earned as of the date of termination, if OCHD terminates this Agreement pursuant to this Section 11, then OCHD shall pay to School one half of the remaining fee for the remainder of the term. 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 Services. c. 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. 12. Additional Provisions a. Limitation and Assi n�. 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 and Priority. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. 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. 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 {00122783.DOCX 31Rev. 9/2021 DocuSign Envelope ID:8E934AAF-CB04-4BC8-BE84-47915389317B jurisdiction or venue with respect to such suits or actions. 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. 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. 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. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. h. 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 Health Department Provider's Name: Attention: Kimberlee Quatrone UNC Adams School of Dentistry 300 West Tryon Street Attn: Jessica Hill Hillsborough,NC 27278 CB #7450 467 Brauer Hall Chapel Hill,NC 27599-7450 i. Access to Records. In compliance with 42 U.S.C. 1395x (v)(1)(1) and implementing regulations, the School and the Health Department agree, until the expiration of four years after the services are furnished under this contract, to allow the Secretary of the {00122783.DOCX 31Rev. 9/2021 DocuSign Envelope ID:8E934AAF-CB04-4BC8-BE84-47915389317B Department of Health and Human Services and the Comptroller General access to this contract and to the books, documents and records of The School of Dentistry and The Health Department necessary to verify the nature and extent of this contract. The School of Dentistry and The Health Department further agree that if any of the duties of this contract are carried out by a subcontractor of The School of Dentistry or The Health Department such subcontract shall contain a clause to the effect that, until the expiration of four years after the services are furnished under such subcontract, the Secretary of the Department of Health and Human Services and the Comptroller General shall have access to such subcontract and to the books, documents and records of the subcontractor necessary to verify the nature and extent of the costs of such subcontract. j. Non-Discrimination and Confidentiality. OCHD and the provider will comply with such state and federal laws non-discrimination and confidentiality laws as may be applicable in the performance of this Agreement and acknowledge that in receiving, storing, processing or otherwise dealing with any confidential information, they will safeguard and not further disclose the information except as permitted by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as amended. 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. k. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF, the parties have hereunto signed this Agreement in their official capacities of the day and year listed on the signature page affixed to this Agreement. For and on behalf of the University of North Carolina at Chapel Hill CDocuSignetl by: 3/23/2022 1 3:54 PM EDT C79F38B66BE7439__ Name Natnan i<nuffman Date Title vice Chancellor Finance & Operations Name Date Title F .. .a .. *e County DocuSigned by: , �°VIAA k CIAAMNIGVS 3/30/2022 0637994B755E477.. Bonnie tiammersiey,county Manager Date {00122783.DOCX 31Rev. 9/2021 DocuSign Envelope ID:8E934AAF-CB04-4BC8-BE84-47915389317B ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: UNC School of Dentistry Party/Vendor Contact Person: Jessi Hill Contact Phone: 919-537- 3513 Party/Vendor Address: CB #7450, 467 Brauer Hall City Chapel Hill State: NC Zip: 27599 Department: Health Amount: $68,554.92 Purpose: Resident dental services Budget Code(s): 10410020-630000 Vendor # 36302 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No® Contract Type: (Check one)New❑ Renewal ® Amendment ❑ Effective Date 7-1-21 Approved by Board Yes❑ No❑ Agenda Date: --- For Section XIV.c.contracts only,Approved by Board in Current FY Budget Yes®No❑ 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 riof T Mionof�'the agreement: �Y k A.In.A. skwof 3/24/2022 Department Director's Signature ,,,rF9DQAF 4ArF 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: Waiting on contract to go through UNC legal. Started process in April 2021,received signed copy March 24,2022.UNC had turn over and other issues getting me signed copy. 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 NsMna'ftta�ndards,specifications,and requirements: QUS& C,bV1nt{�b 3/29/2022 Office of the Risk Management Officer ,FDCFa„saooaAa Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: �� +� � 3/30/2022 Office of the Chief Financial Officer ,naFs,a,acc,an9 Date: Legal Services This agreement is approved as tcr7 9�4Mqvrftd sufficiency: a kuk L Tmo 3/30/2022 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 06/21 MIKE CAUSEY OSFMINSURANCE COMMISSIONER& STATE FIRE MARSHAL NC DEPARTMENT OF BRIAN TAYLOR,CHIEF STATE FIRE MARSHAL INSURANCE CERTIFICATE OF COVERAGE FOR THE STATE OF NORTH CAROLINA (For information purposes Only) Certificate Holder: Public Officers & Employee Liability Insurance Commission of North Carolina and the General Statutes of North Carolina, Chapter 143, Articles 31 to 31 D, Sections §143-291 to § 143-300. http://www.ncleg.net/EnactedLegislation/Statutes/HTML/ByArticle/Chapter-143/Article-31.html http://www.ncleg.net/EnactedLegislation/Statutes/HTMLByArticle/Chapter 143/Article_31A.html Period: February 01, 2022 until February 01, 2023 Coverage: A) Tort Claims against Departments, Agencies, and Employees B) Excess Liability for State Employees Ambridge Partners, LLC— Policy# PK1035822; Kinsale Insurance Company— Policy#0100154762-1 Limits A) $1,000,000 for Tort claims against the State B) $2,000,000 per employee/$10,000,000 aggregate for claims against state employees Description: The State of North Carolina and its employees, officers, agents, as covered by the Defense of State Employees as per NCGS § 143 300.2. Administrator: Department Insurance - Risk Management Division Public Officers & Employees Liability Insurance Commission 1202 Mail Service Center, Raleigh, NC 27699-1202 Note: This Certificate is for informational purposes only and does not alter any provision of the Tort Claims or Defense of State Employees General Statutes of the State. Verified By: ;"" Bryan Heckle, CIC, CPCU, CRM Deputy Commissioner of Risk Management POELIC Certificate OFFICE OF STATE FIRE MARSHAL • RISK MANAGEMENT 1202 MAIL SERVICE CENTER I RALEIGH,NC 27699-1202 1 Tel 919.647.0000 1 Fax 919.715.0067