To: Dr. Robert O Donnell VI-B. Jeanne Knouse. Date: August 18, Dental Service Agreement

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1 To: Dr. Robert O Donnell VI-B From: Jeanne Knouse Date: August 18, 2016 Re: Dental Service Agreement The attached Dental Services Agreement will be presented at the August 22, 2016 State College Area School District School Board meeting as an information/discussion item. The Dental Services Agreement between Pediatric Dental Care & Happy Valley Orthodontics and the State College Area School District is necessary to support the District s decision to create a Mandated Dental Examination Program. The Mandated Dental Examination Program represents the minimum dental health services, which students in grades K, 3 and 7 must receive. Parents/guardians will be encouraged to have their family dentist perform the examinations and report the results of the examination on approved forms provided by the school and returned to the school to be included in the comprehensive school health record. If the family does not provide the completed dental forms to the school district, the District must provide quality level dental examination to the student at no cost to the parent. A dentist that is licensed by the State Board of Dentistry and approved by the Secretary of Health must conduct this screening. The attached document describes the necessary agreement needed to provide the services identified above at a cost of $5 per student screened. If the Board has no objections or suggested revision to this agreement a recommendation would be to move it to action to help expedite the process and communications with families.

2 DENTAL SERVICES AGREEMENT THIS DENTAL SERVICES AGREEMENT ("Agreement") is made and entered into the day of, 2016, by and between, a Pennsylvania corporation with an office and principal place of business at, State College, Pennsylvania ("Dentist"); and STATE COLLEGE AREA SCHOOL DISTRICT, a school district of the second class organized and existing under and pursuant to the Public School Code of 1949, as amended, 24 P.S. Section 101 et seq., with an office and place of business at 131 West Nittany Avenue, State College, Pennsylvania ("District"). RECITALS WHEREAS, Dentist provides dental and other services to school districts; and and WHEREAS, District is in need of dental and other services; WHEREAS, the parties hereto wish to enter into an agreement memorializing the terms and conditions of the dental and other services that Dentist will provide to District. NOW, THEREFORE, in consideration of the mutual promises and undertakings of the parties, they hereby agree as follows: 1. REPRESENTATIONS, WARRANTIES AND COVENANTS, ETC. a. Dentist represents and warrants that he has the staff, facilities, and expertise to perform the Services competently and in a professional manner and within the applicable and agreed to time frames. b. Dentist represents and warrants that his activities on behalf of District hereunder are not and shall not be in conflict with any other contractual obligations of Dentist. c. Dentist represents and warrants that he has all the permits and licenses required to provide the dental services contemplated hereunder. d. Dentist represents and warrants that he has all necessary authority to enter into this Agreement and to contract for, and perform all, the rights and undertakings set forth herein.

3 e. Dentist recognizes and acknowledges that District is subject to certain federal and state statutes, rules, and regulations governing District's operations, and that Dentist in performing certain Services hereunder shall be subject to District's right to ensure that such Services are in conformance with such statues, rules, and regulations notwithstanding anything herein to the contrary. 2. TERM This Agreement shall be for a term of one (1) year, commencing on July 1, 2016 and expiring on June 30, 2017, unless earlier terminated or extended as provided herein. 3. SCOPE OF DENTAL SERVICES a. Nothing herein shall obligate District to call upon Dentist for the performance of any Services whatsoever except as agreed to herein. b. Dentist shall carry out all activities hereunder in compliance with all applicable federal and state statutes, rules, and regulation, as well as District's operating procedures and policies in effect. c. Dentist shall provide the following specific dental and other services: - Perform quality dental examinations for pupils in the required grades (kindergarten or first grade, third, seventh and age appropriate pupils in ungraded classes), according to standards determined by the Department of Health. - Perform quality dental examinations on all pupils referred by school personnel (teachers, administrators, nurses, dental hygienists or physicians). - Provide consultation to school board directors, administrators, teachers, and school nurses, in matters related to dental health. - No further duties are required. 4. COMPENSATION District shall compensate Dentist in accordance with the following schedule: Five ($5.00) U.S. Dollars for each screening. 5. INVOICING AND PAYMENT Dentist's invoices and supporting documentation shall be -2-

4 prepared in an itemized format, and shall contain sufficient detail to clearly identify the dental and other services performed, and shall be submitted to the District's Business Office for payment. District shall pay such invoices within ten (10) days of receipt, or if the next meeting of the Board of School Directors is not within the ten (10) day timeframe, then within one (1) week of the next scheduled Board meeting. 6. INDEMNIFICATION In addition to any and all other indemnification and remedies provided herein, Dentist agrees to indemnify and hold harmless District and its officers, directors, and employees from and against any and all damages, liabilities, obligations, losses, deficiencies, actions, costs (including reasonable attorneys' fees and expenses), demands, suits, judgments, or assessments ("Claims") arising out of (a) Dentist's negligence in the performance of any Services; (b) any acts or omissions of Dentist, its employees, subcontractors, or agents in connection with the Services hereunder; or (c) any breach of this Agreement by Dentist, its employees, subcontractors, or agents. In the event of any Claim to which this indemnification applies, District shall promptly notify Dentist of such Claim, provided, however, the failure to give such notice shall not relieve Dentist from its indemnification obligations. This obligation shall survive termination or expiration of this Agreement. 7. TERMINATION Either party may, without prejudice to any other right or remedy it may have, immediately terminate this Agreement, by written notice to the other party, if either of the following events occur: (1) either party materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days of written notice of breach given by the other party; or (2) either party becomes insolvent, makes an assignment for the benefit of creditors, files a petition for bankruptcy, becomes the subject of any receivership proceeding, or admits in writing its inability to pay its debts generally as they become due. In the event of such termination by District, Dentist shall be reimbursed only for Services actually performed up to the date of termination. 8. PRIVACY Dentist acknowledges that in the course of providing Services, it or its authorized employees or subcontractors may receive or have access to personal information of individuals. -3-

5 Dentist acknowledges and agrees with the strong concern of District regarding the protection and preservation of the privacy and confidentiality of individuals. To the extent that Dentist receives or otherwise obtains access to information that is identifiable to a particular individual as a result of its activities, duties, or obligations hereunder, it agrees that it shall maintain any such information it obtains in strict confidence and shall use such information solely for the purpose of providing Services and for no other purpose whatsoever without that individual's consent. 9. INSURANCE a. Unless otherwise agreed to in writing, Dentist shall, at his own expense, carry and maintain during the performance of Services under this Agreement the following insurance with companies satisfactory to District and in amounts no less than that specified herein: i. Commercial General Liability insurance in an amount of not less than [$1,000,000], per Claim and annual aggregate, covering premises and operations, independent contractors, bodily injury (including death), personal injury, property damage including, and without limitation, all contractual liability for such injury or damage assumed by Dentist under this Agreement. District shall be named as additional insured as our interest may appear under the Commercial General Liability policy of insurance; ii. Workers' Compensation in accordance with all federal and state statutory requirements (coverage must include all states in which operations are conducted) and Employer's Liability Insurance in an amount of not less than [$500,0001 per accident for bodily injury and [$500,000] per employee/aggregate for disease; iii. Automobile Liability Insurance with a limit of not less than [$500,000.00]; Commercial Automobile Liability insurance in an amount of not less than [$1,000,000] combined single limit covering bodily injury (including death) and property damage for all owned, hired and non-owned vehicles used by Dentist. District shall be named as additional insured as our interest may appear under the Automobile Liability policy of insurance; and iv. Umbrella Liability Insurance with respect to Workers' Compensation, Commercial General Liability, and -4-

6 Commercial Automobile Liability in an amount of not less than $1,000,000. District shall be named as additional insured as its interest may appear under the Umbrella Liability policy of insurance. b. The insurance company(ies) issuing the policies for such insurance coverage must have at least an A+ rating from AM Best. Dentist agrees to provide District with certificates of insurance evidencing the foregoing coverage. Such certificates should indicate any deductible and/or self-insured retention and stipulate that the insurance will not be canceled while this Agreement is in effect 30 days' prior written notice to District. Dentist also agrees to have District named as an additional insured on its Commercial General Liability Policy as its interests may appear in connection with this Agreement. Dentist further agrees to ensure that all subcontractors it retains in connection with a Project maintain adequate insurance coverage with respect to the Services to be performed under this Agreement and/or an approved Project Authorization. 10. INDEPENDENT CONTRACTOR Dentist shall perform this Agreement solely as an independent contractor, and not as District's agent or employee, and shall be solely responsible for the payment of income taxes or other taxes or contributions which are imposed with respect to or measured by wages, salaries, or other compensation, for all amounts paid to Dentist hereunder (including making such estimated payments as may be necessary or appropriate) and Dentist hereby agrees to indemnify and save District and its affiliates harmless against any and all such liability or claims therefore. Dentist shall also be fully and solely responsible for the generation and dissemination of all required tax forms relating to its subcontractors or any other persons engaged by Dentist pursuant to this Agreement or any Project Authorization. Dentist has no authority hereunder to make any statement, representation, or commitment of any kind on behalf of District or to bind District to the performance of any duties or to accept on behalf of District any responsibilities. Neither party shall hold itself out to third persons as purporting to act on behalf of, or serving as the agent of, the other party, except as contemplated by this Agreement. Dentist shall not be authorized to enter into any contract or agreement on behalf of District without the express written authorization of District. -5-

7 11. PUBLICITY Neither party shall make any public announcements concerning the transactions contemplated by this Agreement, except as may be required by law or judicial order, nor issue any press release or make any public announcement which includes the name of the other party or its affiliates or otherwise uses the name of the other party or its products in any public statement or publicly released document, except with the prior written consent of the other party. 12. ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of the parties and their affiliates, successors and assigns. Dentist may not assign his rights and obligations under this Agreement without the prior written consent of District. 13. SURVIVORSHIP Accrued obligations under this Agreement, including but not limited to, Dentist's obligations with respect to Confidentiality, Indemnification and Governing Law, shall survive the performance, expiration or termination of this Agreement. 14. WAIVER No failure on the part of either party to exercise and no delay in exercising any right hereunder shall operate as a waiver of such right nor shall any single or partial exercise of such right preclude any other further exercise thereof or the exercise of any other right. 15. NOTICES All notices required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally, by facsimile, or when sent by registered or certified mail, return receipt requested, addressed to the addresses set forth hereinabove. If notice is sent by registered or certified mail, postage will be prepaid. Notices may also be transmitted electronically between the parties provided that proper arrangements are made in advance to facilitate such communications and provide for their security and verification. Either party may change its address at any time by giving -6-

8 notice to the other party in the manner specified herein. 16. GOVERNING LAW Except where preempted by federal law, this Agreement will be enforced, governed by, and construed in accordance with the laws of the Commonwealth of Pennsylvania, excluding any choice of law principles that would cause the law of any other jurisdiction to be applied. The parties hereto agree that the proper and exclusive forum for any litigation of any disputes or controversies arising out of or related to this Agreement shall be the Court of Common Pleas of Centre County, Pennsylvania. 17. SEVERABILITY In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted. 18. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to this Agreement, and all prior agreements relating to the Services hereunder, express or implied, written or oral, are nullified and superseded hereby. 19. AMENDMENTS This Agreement may not be modified, amended, assigned, supplemented, or rescinded, nor any provision hereof waived, except by an instrument in writing executed by the a duly authorized representative of the parties hereto, which, in the case of District, shall include only 20. COUNTERPARTS This Agreement, and any amendment or supplement hereto, may be executed in several counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. THE PARTIES have signed this Agreement as of the Effective Date first above written. -7-

9 PEDIATRIC DENTAL CARE & HAPPY VALLEY ORTHODONTICS Witness By: STATE COLLEGE AREA SCHOOL DISTRICT Attest: By: Amber Concepcion, President Mary Jenn Dorman, Board Secretary -8-