Erlanger Health System
Erlanger Health System
Chattanooga, TN 37403
Request for Proposal (RFP)
Infant Transport Mattress
RFP #: 0012-1516
Date Bid Publicly Opened: Monday, October 26, 2015 at 3:00 p.m. Eastern Time
RFP#0012-1516
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Erlanger Health System
Intent to Quote due (10/21/15)
RFP Name _Infant Transport Mattress _
RFP Ref # _0012-1516_________________
Please email this document to the Attention of:
Kari Erwin
Erlanger Health System
kari.erwin@erlanger.org
Contact Person
Address
Telephone
RFP#0012-1516
Company
City
State
Zip Code
Email Address
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Erlanger Health System
Vendor Question due (10/21/15)
RFP Name _Infant Transport Mattress _
RFP Ref # _0012-1516_________________
Does your company have physician ownership?
If yes, please provide detailed information as to the ownership.
Please email this document to the Attention of:
Kari Erwin
Erlanger Health System
kari.erwin@erlanger.org
By signing below you are certifying that the above is accurate and true.
Contact Person
Address
Telephone
RFP#0012-1516
Company
City
State
Zip Code
Email Address
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Erlanger Health System
I.
GENERAL INFORMATION
A.
Purpose of Request for Proposal (RFP)
Erlanger Health System (herein called “Erlanger”) is seeking a professional Prospective Vendor or Vendors
(herein called “Vendor(s)”) of Products (herein called “Products”) to provide Products outlined in this
RFP to its facilities referenced in Attachment 1 and Exhibit A. The selected Vendor(s) will provide
products for Erlanger Health Systems, Chattanooga TN, to assure protection of all Service Unit’s real
property and provide safety for staff, patients, and visitors. Products will be provided as a product match
following the Cross Reference grid provided in Attachment 1. Payment for products will be monthly. This
RFP establishes minimum mandatory requirements that proposer must meet in order to be eligible for
consideration. The goal is to find a Vendor(s) who can meet or exceed Erlanger’s requirements for
providing comprehensive Products, described herein below, in the most cost-effective manner while
retaining high levels of internal customer satisfaction. Attached you will find a Request for Proposal (RFP)
soliciting information about your Company and the Products your Company offers. Erlanger will establish
a successful partnership with a Vendor(s) by working together to meet or exceed Erlanger’s objectives and
requirements. Upon completion of this process, Erlanger may enter into contract negotiations with the
Vendor(s) who best meets or exceeds the objectives and requirements as outlined in this RFP. Erlanger is
under no obligation to enter into contract negotiations as a result of this RFP.
B.
RFP Activity Schedule
Erlanger reserves the right to amend the dates in this schedule as desired at any time.
RFP Activity Schedule
Tuesday, October 20, 2015 by 12:00 p.m. Eastern Time
Response to RFP Questions Released
Wednesday, October 21, 2015 by 5:00 p.m. Eastern Time
Proposal Withdrawal
No later than Friday, October 23, 2015 by 5:00 p.m. Eastern
Time
Monday, October 26, 2015 at 3:00 p.m. Eastern Time
Bid Opening:
C.
Due Dates
RFP Questions Due
Questions Regarding the RFP
If you have any questions regarding this RFP, send an e-mail to Kari Erwin at kari.erwin@Erlanger.org no
later than 12:00pm Eastern Time on Tuesday, October 20, 2015. Be sure to reference the section of the
RFP in question. All questions should be submitted via e-mail. Any questions submitted (and their
answers) will be distributed to all participating Vendor(s). These guidelines for communications have been
established to ensure that the RFP process is fair and equitable to all Vendor(s). Kari Erwin is the singlepoint of contact for the RFP process. As such, all responses should be directed to her.
D.
Response Due Date and Delivery
In order to be considered, your Proposal must be submitted in a sealed
envelope with the RFP Reference Number, Date and Time of the
Opening printed on the outside of the envelope. Proposals should be
mailed to:
Erlanger Health System
Supply Chain Management Department
Attn: Kari Erwin
975 East Third Street, Suite 708
Chattanooga, TN 37403
RFP Ref. #: 0012-1516
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Erlanger Health System
Proposals may be mailed, AT YOUR RISK, or delivered to Kari Erwin, Contract Specialist. We strongly
suggest you hand deliver or use Fed Ex. Any other method of delivery puts the bid at risk of not making
the deadline. Proposals arriving late will be returned, unopened, to the Proposer.
Proposals are to be submitted on or before 3:00 p.m. Eastern Time on Monday, October 26, 2015, at
which time they will be publicly opened. Public Opening means that Proposals will be removed from their
sealed envelopes, but prices and Proposals will not be reviewed in public until after they have been
evaluated and an award has been made, if one is made.
E.
Response Time Frame
Proposals must be valid for at least one hundred twenty (120) days following the closing date of this
RFP.
F.
Code of Ethics
Vendor is responsible for understanding and following Erlanger’s Code of Ethics
G.
Disclaimer
Vendor(s) must perform their own evaluation of all information and data provided by Erlanger. Erlanger
makes no representation or warranty regarding any information or data provided.
II.
RFP PROCESS
Proposals must be in accordance with the attached instructions or they will not be considered. Erlanger
Health System reserves the right to reject any or all Proposals received, to accept any proposal which in its
opinion may be in the best interest of Erlanger Health System, and to combine Proposals into a final
Proposal upon which it may solicit additional pricing or best or final offers. Erlanger Health System does
not obligate itself to accept any particular Proposal.
1.
2.
3.
4.
5.
6.
7.
Proposal must be completed in its entirety
Only original signature on Proposal will be accepted
All changes to Proposals must be made in writing
Proposals must be submitted in duplicate
Proposal Opening - Proposers may come to the RFP opening, however, pricing and term information
will not be provided at that time. The RFP opening is a public event to demonstrate that Erlanger
Health System follows all applicable laws in its process. Prices and terms will be available only after
the Proposal is awarded and then only by appointment.
Following the RFP Opening, a proposer may not have any further contact with the Technical Contact
or other Erlanger Health System personnel or affiliated physicians about the RFP unless initiated or
authorized by Erlanger Health System. All communication must be done through a single point of
contact, Kari Erwin.
Any Vendor(s) who advances beyond this RFP process will be required to sign Erlanger’s Agreement
(see Appendix #2). The purpose for including the MSA is to help facilitate the RFP process by
presenting Erlanger’s terms and conditions up front. A portion of the evaluation is based on your
acceptance, rejection, or modification of all terms. Include in your RFP response your written
comments on the Agreement. If there are no rejections or modifications of any of the terms, Erlanger
will assume you accept all terms.
III.
EVALUTION/NOTIFICATION PROCESS
A.
Evaluation Process
1.
In the event Erlanger Management determines, in its sole discretion, that additional proposals are
necessary for a competitive procurement process, Management may, with or without notice, extend the
RFP opening date for a period of time as it deems necessary or appropriate. In the event the RFP
opening date is extended pursuant to this paragraph, an updated copy of the RFP will be made
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2.
3.
4.
IV.
available upon request, and any respondent that submitted a response prior to the RFP opening date
extension may re-submit its proposal or rely upon its original proposal.
Erlanger Health System will evaluate the proposals considering, without limitation, some or all of the
following, if applicable: price, quality, delivery time and schedules, quantity, any exceptions taken to
the RFP documents, including any agreements accompanying such documents, any warranties offered,
and the proposer’s demonstration of its good faith commitment for equal opportunity of small business
enterprises, minority businesses and individuals, and socially and economically-disadvantaged
individuals (collectively, "Minority Businesses") and any other items or things, which Erlanger
considers important, applicable and in its best interest.
Erlanger Health System may evaluate each proposer’s demonstration of its good faith commitment for
equal opportunity of Minority Businesses; each proposer is expected to submit information which will
emphasize the extent of the proposer's efforts to offer equal opportunity to Minority Businesses to
participate as contractors, sub-contractors, and suppliers of goods and services should the proposer be
awarded the contract. Each proposer should be aware that in evaluating the proposer's response,
Erlanger Health System will evaluate each proposer's good faith commitment and demonstrated effort
to ensure equal opportunity for Minority Businesses.
Erlanger Health System may choose to award a contract to the Proposer who submits a proposal that
demonstrates the best overall value as determined by Erlanger without regard to race, color, religion,
creed, national origins, gender, age, or handicap condition.
RFP Grievance Process
The intention of Erlanger Health System is to conduct all business affairs in a fair and impartial manner. In
order to assure fairness to all prospective proposers Erlanger has developed a grievance process to provide
an organized and effective method. This process will allow each prospective proposer to present its side of
an issue and to resolve amicably any conflicts which may arise between Erlanger Health System and the
prospective proposer.
If you initiate litigation prior to exhausting the grievance procedure, Erlanger Health System will plead
your failure to utilize this process as a defense.
1.
2.
3.
Prior to RFP Opening
a. Challenges to the RFP specifications must be requested in writing and received in the
Supply Chain Department no later than seven (7) days after the RFP has been
advertised
b. The request must contain the specific reasons for the challenge, contain the actual
wording and give a specific reference found in the request for proposal
c. The request must be mailed or faxed to the System Director, Supply Chain
Management, 979 East Third Street, Suite 708, Chattanooga, Tennessee 37403, fax
number (423) 778-3909 by 4:00 P.M.
d. The System Director, Supply Chain Management will make a determination of merit
for your request. If the determination is in your favor, an addendum to the RFP will be
issued.
e. If the decision of the System Director, Supply Chain Management is negative, the RFP
opening will continue as scheduled.
Following the RFP Award
a. Should a Proposer have an objection to an RFP award, a formal request must be
submitted in writing. The request itself must be received by the Supply Chain
Management Department within five business days after the RFP award has been
announced
b. The request must specify the RFP Name and Number and clearly identify the dispute.
Exact wording and sections of dispute must be identified.
c. The request must be sent to the System Director, Supply Chain Management at 979
East Third Street, Suite 708, Chattanooga, Tennessee 37403
Formal Response
a. Within five (5) working days, the System Director, Supply Chain Management will
schedule a hearing date which is mutually acceptable and in a timely manner. At that
time, the Vendor will be allowed to present all facts which led to the dispute
b. The System Director, Supply Chain Management will evaluate all relevant facts which
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c.
d.
e.
f.
g.
were in dispute and make a determination for the resolution of the dispute
The determination of the System Director, Supply Chain Management will be made
known to the Vendor in writing within three (3) working days
If the System Director, Supply Chain Management determines that a cancellation of the
original award and re-bid is warranted, the grievance process is deemed complete at
that time for the vendor
If the Vendor is not satisfied with the response (other than a re-bid) in step 1, they may
request a second review of the disputed facts by submitting a written, clearly defined
statement of what is still in dispute for review to the Chief Financial Officer or
designee, at 975 East Third Street, Chattanooga, Tennessee 37403. It must be limited to
the same issues that were in dispute in the first step of the Grievance Procedure. No
new or additional information will be considered.
This request must be received at the Medical Center within five (5) calendar days after
the response from the first hearing
Upon review of the written information, the Chief Financial Officer or designee can
either request a meeting with the vendor or inform the vendor in writing of the final
decision
V.
RFP Requirements
A.
RFP Costs
All costs associated with the preparation of this RFP will be borne by Vendor(s). Nothing in this RFP is to
be construed as obligating Erlanger to pay for information solicited or obligating Erlanger in any way
whatsoever.
B.
Right to Terminate RFP Process
Erlanger may terminate this RFP process at any time and for any reason, or for no reason, and makes no
commitments, express or implied that this process will result in a business transaction with any Vendor(s).
VI.
GENERAL VENDOR(S) INFORMATION
a. Complete the following table:
Company Name
Company Headquarters
Name
Title
E-mail Address
Street Address
City, Sate, Zip
Office #
Fax #
Cell Phone # (if available)
VII.
VENDOR(S) PROFILE
a.
Provide documentation demonstrating your organizations financial solvency from a major credit rating
institution along with copies of certified financial statements from the past three (3) years.
b.
Is your Company a certified Women Business Enterprise (WBE) or Minority Business Enterprise
(MBE)? If yes, submit a copy of your certification indicating certifying entity, certification number,
and expiration date.
c.
Describe your Company’s Supplier Diversity related policies, programs, benchmarking data, and best
practices.
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VIII.
d.
Are you currently registered in VendorMate?
e.
Have you developed disaster recovery plan with regards to the manufacturing of your product?
f.
Do you have redundant manufacturing sites or the ability to manufacture at more than one location?
Please provide locations.
g.
Do you have multiple stocking locations?
h.
Do you have safety stock?
i.
Describe what your organization has available in the way of technical/clinical support for the described
products.
PRODUCT SPECIFICATIONS
a.
Does your product come in 10” x 16” size?
i. Do you offer other sizes?
IX.
b.
List the start and peak temperatures of your product.
c.
How is your product activated?
d.
How long does your product provide warming?
e.
List the materials your product is comprised of, including a description of the contents of your gel
solution and specify if non-toxic, food-grade.
CHANNEL OF DISTRIBUTION AND GPO
a.
Are you the manufacturer or the distributor?
b.
If you are the manufacturer, is there a requirement to purchase your products direct or can it be brought
into our primary distributor (Seneca)?
c.
Is there an advantage to going direct?
d.
If you are a distributor other than our Primary what if any is your mark-up or additional fees such as
handling or distribution fee?
e.
Erlanger Health System is a member of MedAssets, should we evaluate your proposal as a vendor that
also subscribes to MedAssets?
f.
Pricing inaccuracies have become very costly to our resources, please describe how you assure pricing
accuracy in either circumstance whether we purchase directly from you, or we purchase through a
distributor.
g.
If orders are placed direct please provide a timeline from order placement to expected delivery.
h.
Submit a pricing matrix detailing list pricing, proposed pricing, and percentage of discount for all
items in Attachment 1 – Cross Reference. Pricing information must be submitted using the format in
Exhibit A.
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X.
PRODUCT TRIAL (Answer required to this questions, as bids will be evaluated based on response)
a.
XI.
Erlanger Health System will conduct a product trial once all bids are received and evaluated.
Erlanger requires the selected vendor(s) to absorb all costs associated with the trial, inclusive of
use of equipment and disposables at no charge to Erlanger. The Clinical Resource Management
Team will coordinate the trial with the vendor. Is your company able to comply with this requirement?
If no, explain.
CONCURRENCE WITH AGREEMENT TERMS
a.
The purpose for including Erlanger’s MSA (see Appendix #2) is to help facilitate the RFP process by
presenting our terms and conditions up front. A portion of the evaluation is based on your acceptance,
rejection or modification of all terms. Within your RFP response, include your written comments
on the MSA. If there are no rejections or modifications to any of the terms, Erlanger will assume you
accept all terms.
b.
Do you have a minimum agreement length? Provide pricing for a one (1), two (2), and three (3) year
agreement indicating any available pricing advantages.
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Attachment 1- Cross Reference
Exhibit A – Pricing Format ( All pricing will be FOB Delivered Freight prepaid and
absorbed by the Vendor and pricing shall be firm for the Two (2) year Term of the
Agreement)
* Product must be disposable * Product must be latex-free *
* Product must be gel (not liquid) consistency upon activation *
Current
Vendor
Cooper
Surgical
Current
product
code
20421
Description
Annual
QTY &
UOM
Transwarmer
(Warmgel) 10” x 16”
1,140
EA
Product Cross
code
Product Cross
Description
Proposed
Pricing &
UOM
Note: At any time during the contract period that a GPO Erlanger has membership with,
contracts for a lower price, the lower GPO price shall become applicable.
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Attachment 2 – Definitions
1.
"Minority Business" - A business where at least fifty-one percent (51%) is owned by one or more minority
persons or socially and economically disadvantaged individuals, or in the case of a corporation, in which at
least fifty-one percent (51 %) of the stock is owned by one or more minority persons or socially and
economically disadvantaged individuals; and of which the management and daily business operations are
controlled by one or more of the minority persons or socially and economically disadvantaged individuals
who own it.
2.
"Minority Individual" - A person who is a citizen or lawful permanent resident of the United States and
who is from a background described in the instructions for completion of Form EEO-1 and its appendix all
as required by Section 709(c) of Title VII, and the applicable regulations, Sections 1602.7 1602.14, Subpart
B, Chapter XIV, Title 29 of the Code of Federal Regulations, which include as presently drafted:
a.
b.
c.
d.
e.
African-American (Black) (Not of Hispanic origin) - All persons having origins in any of the Black
racial groups of Africa;
Female;
Hispanic - All persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish
culture or origin, regardless of race;
Asian or Pacific Islander - All persons having origins in any of the original peoples of the Far East,
Southeast Asia, the Indian Subcontinent, or the Pacific Islands. This area includes, for example,
China, India, Japan, Korea, the Philippine Islands, and Samoa;
American Indian or Alaskan Native - All persons having origins in any of the original peoples of North
America, and who maintain cultural identification through tribal affiliation or community recognition;
3.
“Small business enterprise" includes a Proprietorship, Partnership, Limited Liability Company,
Corporation, or other form of business, with annual gross revenues of less than the sum of Four Million
Dollars ($4,000,000).
4.
“Socially and Economically disadvantaged individual" means an individual who is within either or both of
the following groups:
a.
b.
5.
Socially disadvantaged individuals are those who have been subjected to racial or ethnic prejudice or
cultural bias because of their identity as a member of a group without regard to their individual
qualities.
Economically disadvantaged individuals are those socially disadvantaged individuals whose ability to
compete in the free enterprise system has been impaired due to diminished capital and credit
opportunities as compared to others in the same business area that are not socially disadvantaged.
“Disabled Veteran”- an individual who has served in the U.S. Armed Forces and who has been Disabled in
the line of duty.
If your business qualifies for any of the minority categories above, please include a copy of the certification
with the RFP response.
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Attachment 3 – Proposer Statistical Data
The following information is gathered for statistical use only:
1.
Type of Business:
_______MANUFACTURING
2.
(Check Appropriate)
_______DISTRIBUTION _______SERVICE
List Specific Product Line(s):
__________________________________________________________________
3.
Type of Ownership:
(Check Appropriate)
_____ Male
______ Female
_____ White
______ African American
_____ Asian or Pacific Islander
______ Hispanic
_____ American Indian or Alaskan Native
______ Small Business Enterprise
_____ Socially & Economically Disadvantaged
_____ Minority Business
4.
_____ Other: (Please Specify) __________
Explain how you demonstrate your good faith commitment for equal opportunity for Minority Businesses
(attach a detailed explanation).
I, the undersigned, hereby certify that the foregoing statistical information and any attachments hereto are true,
accurate, and in accordance with the definitions set forth in this request for proposal to the best of my knowledge,
information and belief, and those made on information and belief are believed to be true, accurate, and in accordance
with the definitions set forth in this request for proposal.
Signature:
Print Name:
Title:
PROPOSER NAME:
CORPORATE ADDRESS:
CITY:
STATE:
ZIP:
PHONE:
For EHS use only:
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Erlanger Health System
Appendix #1 - Facility List
Erlanger Health System
Baroness Authority Hospital
975 East Third Street
Chattanooga, TN 37403
423-778-7000
Erlanger North Hospital
632 Morrison Springs Road
Red Bank, TN 37415
423-778-3300
T.C. Thompson Children’s Hospital
910 Blackford Street
Chattanooga, TN 37403
423-778-6011
Plaza Ambulatory Care Center
979 East Third Street
Chattanooga, TN 37403
423-778-3000
Erlanger East
1755 Gunbarrel Road
Chattanooga, TN 37421
423-778-8400 (Outpatient Surgery)
Erlanger Bledsoe
71 Wheeler Town
Pikeville, TN 37367
Sequatchie Valley Emergency Department
16931 Rankin Avenue
Dunlap, TN 37327
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Appendix #2 - Erlanger Agreement
PURCHASE AGREEMENT
This Purchase Agreement (the “Agreement”) is hereby entered into as of the date of latest
signature and shall be effective as of the ___ day of ______________, 2015 [OR as of the date the
Agreement is fully-executed by both Parties] by and between the Chattanooga-Hamilton County Hospital
Authority, also known as Erlanger Health System (the “Authority”) and _______________________ (the
“Vendor”). For purposes of this Agreement, Authority shall be deemed to include all affiliates and
facilities of Authority, whether such relationship exists as of the Effective Date or commences at any time
thereafter during any term hereof.
This Agreement shall be governed by the Exhibits and Attachments as indicated on Page
2 of this Agreement and are hereby incorporated by this reference.
The Parties acknowledge that if one of the Parties fails to date its signature, the
Agreement will be effective as of the date the fully-signed Agreement is received by the
Authority’s Legal Department.
IN WITNESS WHEREOF, the Parties have executed this agreement the day and year below
written.
CHATTANOOGA-HAMILTON COUNTY
HOSPITAL AUTHORITY (“Authority”), by
___________________________________________
(“Contractor”) by
By:____________________________
signature
By:_________________________________________
signature
Name:_________________________
Name:_______________________
Title:__________________________
Title:________________________
Date:__________________________
Date:________________________
Address for notices to be sent.*
Legal Department
Address for notices to be sent.*
____________________________
Erlanger Health System
____________________________
975 E. 3rd St., Chattanooga, TN 37403
____________________________
Fax No: (423) 778-7525
Fax No._____________________
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Index of Exhibits and Attachments
Exhibit A – Terms and Conditions
Exhibit B – Purchased Products and Pricing
Exhibit C – List of Consignment Products
Exhibit D - Consignment Terms
Exhibit E –List of Facilities
Exhibit F – New Product Introduction
Exhibit G – Policy & Procedure for Loaner Instrumentation
Exhibit H – Supplier Diversity Reports
Exhibit I – E-Pay Information
Exhibit J – Tax Exempt
Exhibit K – Insurance Requirements
Attachment A – Product Change Order
Attachment B – Business Associate Agreement
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Exhibit A
Terms and Conditions
1. PRODUCT PURCHASE AND PRICES.
1.1
List of Products. During the term of this Agreement, Authority may purchase the products listed
in Exhibit B (the “Products”) from Vendor, at the prices indicated therein subject to these terms..
1.2
Product Exchange. Vendor shall make Product mix adjustments for different sizes within the
same like-family of a Product at no additional cost as long as such Products are listed in this
Agreement.
1.3
Specifications. Vendor expressly represents, warrants, and agrees that all Products provided by
Vendor under this Agreement will conform in all respects to Authority’s specifications,
drawings, samples or other descriptions furnished, supplied or specified by Authority.
1.4
Deliveries. Pricing under the Agreement must include all charges for delivery of products to
designated Authority locations within Hamilton County, Tennessee and surrounding
communities. All shipments shall be made F.O.B., DESTINATION, FREIGHT
PREPAID.
Vendor shall contact Authority in advance regarding delivery
arrangements. Authority is not responsible for delivery delays due to waiting times for loading
and unloading at dock locations. A current list of Authority facilities is attached hereto as
Exhibit E and is subject to change without notice to Vendor.
1.5
New Products. New product requests and the introduction of such new products shall be
handled in accordance with the processes and procedures set forth in the attached Exhibit F.
1.6
Loaner Instrumentation. Intentionally Deleted
2. VENDOR REPRESENTATIONS AND WARRANTIES.
2.1
Infringement. Vendor represents and warrants that the sale or use of the Products shall not
infringe upon any United States or foreign patent. In the event of any claim of infringement,
Vendor shall indemnify Authority in accordance with Section 10. If Authority is enjoined from
using such Products, Vendor shall repurchase such Products from Authority at the original
purchase price plus all costs and expenses associated with such Products.
2.2
Performance Satisfaction. Vendor hereby warrants that this Agreement and any
payment by Authority hereunder is conditioned on the continuing satisfactory
performance by Vendor of the requirements of this Agreement in a professional
manner, and that goods and/or services provided or delivered by Vendor hereunder
shall conform substantially to specifications set forth in Exhibit B.
2.3
Warranty of Fitness for a Particular Purpose. When Authority uses Vendor’s design,
specifications or standard product, and when Vendor knows or should know the
purpose or purposes of Authority’s intended use, Vendor expressly represents warrants
and agrees that the same is and will be fit and sufficient for such purpose or purposes.
2.4
Merchantability. Vendor expressly represents warrants and agrees that all Products
provided by Vendor under this Agreement will be of good quality, merchantable, of
good workmanship, of materials and design best suited for the intended purposes, and
free from defects of any kind.
2.5
Defects. If any Product is found to be defective in workmanship, material or design
(except where such defect is a result of compliance with Authority’s specifications) or
fails or is found to be non-conforming with specifications within eighteen (18) months
after shipment or twelve (12) months after date of placing same into service, whichever
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date occurs first, it shall be, at Authority’s option, either repaired by Vendor, replaced
at Authority’s facility by Vendor, or be returned at Vendor’s expense (including
transportation and handling costs) for a full refund.
2.6
Warranty of Title. Vendor expressly represents and warrants that title to the Products
conveyed hereunder shall be good and its transfer rightful, and such Products shall be
delivered free from any security interest or other lien or encumbrance, and Authority
may withhold payment pending receipt of evidence in form and substance satisfactory
to the Authority of the absence of such liens, encumbrances, claims and security
interests.
2.7
Cumulative Representations and Warranties. The foregoing representations and
warranties are cumulative and each of them are in addition to any and all
representations and warranties under applicable provisions of the U.C.C. or implied by
law. All such representations and warranties shall survive the delivery of the Products
to the Authority.
2.8
Compliance with Authority Policies. Vendor, its employees, agents or other
representatives shall at all times comply with Authority’s policies and procedures,
including but not limited to policies located in the VendorMate system. Vendor agrees
that, to the extent applicable, it maintains a drug-free workplace and that its employees
act in accordance with the highest ethical standards. Vendor agrees to abide by
Authority’s Code of Conduct and Ethics, (a copy of which is available online at
http://www.erlanger.org/media/file/Code%20of%20Conduct%5b1%5dExhibit%20A_0
11906.pdf), and Authority’s “Compliance with the Anti-Kickback Statute and Stark
Law”
Policy
(a
copy
of
which
is
available
online
at
http://www.erlanger.org/media/file/Stark_and_AntiKickback%20Policy_Adm_980_NEW_09212010_doc.pdf), both incorporated herein
by this reference, and the Compliance Program of Authority (a copy of which is
available online at http://www.erlanger.org/media/file/Compliance%20Program_11-1204_final.pdf).
2.9
Supplier Diversity. Authority expressly conveys to Vendor that supplier diversity is
important and therefore, Vendor agrees to make a good faith effort to use minority-,
women-, and disabled and/or veteran-owned businesses for goods and/or services
required for the performance of this Agreement. Vendor will provide the Authority’s
Supplier Diversity Administrator with quarterly reports in the form attached hereto as
Exhibit H.
3. CHANGES TO AGREEMENT.
3.1
Amendments. No amendments or modification of the terms and conditions of this Agreement
shall be valid unless made in writing and signed by an authorized representative of each of the
Parties.
4. PAYMENT TERMS.
4.1
Pricing. Vendor shall be compensated for the Products at the rate or rates as set forth on Exhibit
B. Authority may dispute any amount on any invoice in good faith, and the Parties shall then
attempt in good faith to promptly resolve any disputes with respect to such pricing. Upon
shipment of Products to Authority or any of Authority’s facility, Vendor will immediately
submit to Authority an invoice for such Products. Such invoices will be paid either by (i) using
the e-Pay process as more particularly described on the attached Exhibit I or (ii) net sixty (60)
days. Vendor acknowledges that the Authority is tax exempt (a copy of such tax exemption
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certificate attached hereto as Exhibit J). The Vendor shall be solely responsible for the
payment of all Medical Device Taxes at Vendor's sole cost and expense. Erlanger will not be
responsible in any manner for additional charges related to the Medical Device Tax.
4.2
Purchase Order Number. The Vendor shall invoice Authority upon shipment of
Products against a specific purchase order number. The Invoice must reference the
appropriate purchase order number in order to be paid. Any Invoice not referencing an
authorized purchase order number will be considered incomplete and non-binding.
Such Invoices will be returned to Vendor as un-payable. Vendor shall address and send
Invoices to:
Erlanger Health System
Accounts Payable
975 East Third Street
Chattanooga, Tennessee 37403
4.3 Fair Market Value. The Parties agree that the compensation paid to Vendor over the term of
this Agreement is consistent with fair market value in arms-length transactions and is not
determined in a manner that takes into account the volume or value of any referrals or business
otherwise generated between the Parties for which payment may be made in whole or in part
under Medicare or a State health care program.
4.4 Discounts. Authority understands that in the event Products are provided at less than the full
price, such is a “discount” within the meaning of 42 U.S.C. Section 1320a-7b(b)(3)(A) of the
Social Security Act and the regulations promulgated hereunder at 42 C.F.R, Section 1001.952(h)
and that Authority may have an obligation to report this discount to any state or federal program
which provides cost or charge-based reimbursement to Authority as the case may be for the
items to which the discount applies.
5. TERM. This Agreement shall commence as of the Effective Date and shall continue in
effect for a period of Three (3) years, and shall terminate at the end of such term unless
renewed in writing by the Parties.
6. TERMINATION.
6.1
Termination For Cause. If the Vendor fails to perform properly its obligations under this
Agreement or violates any term of this Agreement, the Authority shall have the right to
terminate this Agreement immediately and withhold payments in excess of fair compensation
for completed services.
6.2
Termination Without Cause. Authority shall have the right for any reason, at the sole discretion
of the Authority, to terminate this Agreement upon thirty (30) days’ prior written notice to
Vendor.
6.3
Termination Due to Determination of Illegality. In the event that a court or regulatory body
exercising jurisdiction determines that this Agreement is illegal, in whole or in part, the
Authority shall have the right to terminate this Agreement immediately or to reform the same in
order to be in compliance with the law
6.4
Termination Due to Legislative or Administrative Changes. In the event that there shall be a
change in the Medicare or Medicaid Acts or other government program, regulations, or general
instructions (or in the application thereof), the adoption of new legislation, or a change in any
other third Party payor reimbursement system, any of which materially affects the
reimbursement which the Authority or Vendor may receive, either Party may by notice propose
a new basis for compensation for the Items furnished pursuant to this Agreement. If such notice
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of new basis is given and if Vendor and the Authority are unable within sixty (60) days
thereafter to agree upon a new basis for compensation, either Party may terminate this
Agreement by thirty (30) days’ prior written notice to the other on any future date specified in
such notice
6.5
Bankruptcy or Insolvency. If either Party (the “Defaulting Party”) to this Agreement shall be
declared bankrupt or become insolvent or go into liquidation for any purpose, the other Party
may transmit to the Defaulting Party written notice of its intention to terminate this Agreement
and such termination may be effective immediately. The immediate termination of this
Agreement as a result of bankruptcy, insolvency or liquidation shall not preclude the other Party
from pursuing other remedies available to it at law or in equity Agreement Expiration. Vendor
is hereby notified that Authority shall neither be responsible, nor be obligated to pay, for goods
or services provided after the expiration of this Agreement. No payment shall be made for
goods or services provided during a period for which no agreement is in place. No agreement
shall be back-dated to cover goods or services provided during a lapse in agreement.
6.6
Erroneous Award. The Authority reserves the right to terminate this Agreement immediately if
the award of this Agreement is deemed to be erroneous or improper through the Authority's
grievance procedure or otherwise.
7. CONFIDENTIALITY
7.1
Proprietary Information. In furtherance of this Agreement, it may be necessary or
desirable for the Authority hereto to disclose proprietary, trade secret and/or other
confidential information (hereinafter "Confidential Information") to Vendor. All such
Confidential Information shall remain the property of the Authority. Vendor hereto
agrees that any such Confidential Information disclosed to him or her, or to it or its
employees, agents and/or Vendors, shall be used only in connection with the legitimate
purposes of this Agreement, shall be disclosed only to those who have a need to know it
and are obligated to keep same in confidence, and shall be safeguarded with reasonable
care.
7.2
Exceptions. The foregoing confidentiality obligation shall not apply when, after and to
the extent the Confidential Information disclosed: (i) is now, or hereafter becomes,
generally available to the public through no fault of the receiving Party or its
employees, agents or contractors; (ii) was already in the possession of the receiving
Party without restriction as to confidentiality at the time of disclosure as evidenced by
competent written records; or (iii) is subsequently received by the receiving Party from
a third Party without restriction and without breaching any confidential obligation
between the third Party and the disclosing Party hereunder.
7.3
Disclosed in Accordance with Law. Confidential Information may also be disclosed to the
extent required by law. The Party making such disclosure of the other Party's Confidential
Information as required by law agrees to give maximum practical advance notice of same and
request such confidential treatment of such disclosure from the recipient thereof as may be
afforded by law. The terms of this Agreement shall not be disclosed to any third Party, except as
required by law or with the permission of the other Party. Vendor knows and understands that
the Authority is a Tennessee governmental entity, and as such the meetings of its Board are
subject to the Tennessee Open Meetings Act and the Authority is subject to the Tennessee Open
Records Act. Accordingly, and notwithstanding any provision in this Agreement to the
contrary, Vendor agrees that any actions taken by Authority pursuant to these laws shall not
constitute a breach of this Agreement by the Authority.
7.4
Disclosure of Patient Health Information. To the extent Vendor is incidentally exposed
to Protected Health Information (“PHI”), as such is defined under Title II, Subtitle F of
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the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. §§ 1320d –
1320d-8) and regulations promulgated thereunder (45 C.F.R. Parts 160, 162, and 164)
(collectively, “HIPAA”), Vendor shall respect the confidentiality of all PHI and shall
comply with all applicable laws and regulations concerning their maintenance and
protection. To the extent that Vendor is a business associate of Authority in Authority’s
sole discretion, Vendor and Authority shall execute the Business Associate Agreement
attached hereto as Attachment B.
7.5
Equitable/Injunctive Relief. Vendor acknowledges and agrees that any use, disclosure
or maintenance of Confidential Information in a manner inconsistent with this
Agreement may give rise to irreparable injury to Authority for which damages would
not be an adequate remedy. Accordingly, in addition to any other legal remedies which
may be available at law or in equity, Authority shall be entitled to seek equitable or
injunctive relief against any use or disclosure of confidential information in violation of
this Agreement or any failure to maintain the security of Confidential Information as
required by this Agreement.
8. OWNERSHIP OF DOCUMENTS. Any and all documents, to include but not limited to
data, studies, reports or any other work products whether obtained from the Authority or
created for the Authority in the performance of the Agreement, shall be the property of the
Authority. It shall be considered a breach of this Agreement for the Vendor to reproduce or
use any of these documents except in the performance of the Agreement.
9. INSURANCE. Vendor shall, at its sole cost and expense, procure and maintain such policies
of general liability, professional liability, and other insurance with such coverages and in
such amounts as set forth in Exhibit K, incorporated by this reference, to insure Vendor and
its officers, directors, Vendors, agents and employees against liability, loss or damage arising
by reason of the negligent acts or omissions or the reckless or intentional misconduct of such
Party, its officers, directors, shareholders, managers, members, agents or employees in
connection with this Agreement. Evidence of such insurance shall be furnished with the
signed Agreement.
10. INDEMNIFICATION.
10.1 General. Vendor shall indemnify and hold harmless Authority and its subsidiaries and
affiliates, and their respective officers, directors, Vendors, agents and employees, from
and against any and all claims, suits, actions, proceedings, fines, penalties, losses,
damages, liabilities, costs and expenses (including without limitation all reasonable
attorneys' fees and court costs) that arise from, out of, or are caused by any negligent act
or omission or any reckless or intentionally wrongful conduct of or by Vendor or its
officers, directors, shareholders, agents, Vendors or employees in connection with
performance of or compliance with the duties required under this Agreement.
10.2 Intellectual Property. In addition, Vendor shall indemnify and defend Authority against,
and hold Authority harmless from, any liability, damage, cost, or expense resulting from
any claim alleging that any goods or services furnished by Vendor under this
Agreement infringes on any United States patent, trademark, or copyright of any third
Party. Authority shall give Vendor prompt notice of any such claim and shall cooperate
with the reasonable requests of Vendor and its counsel in the defense of the claim.
Resolution of any such matter shall be within the sole discretion of the Vendor and at its
sole expense. Vendor, with the consent of Authority, which consent shall not be
withheld unreasonably, shall substitute or modify the goods, services or any other
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deliverables so that it becomes non-infringing but remains functionally equivalent as
long as such modifications meet the requirements of this Agreement.
11. COMPLIANCE.
11.1 Regular Business Reviews. Intentionally Deleted.
11.2 Good Standing. Vendor represents and warrants that it has never been sanctioned by or
excluded from participation in the Medicare, Medicaid or any other state or federal healthcare
program for program-related offenses and has never been convicted of a criminal offense
related to health care. Vendor shall notify Authority immediately if any such action is proposed
or taken against it, or if it becomes the subject of an investigation that could lead to such action,
at which time Authority may terminate this Agreement pursuant to the provisions of Section 6.1
above.
11.3 Compliance with Applicable Law and Policy. Both Parties shall comply with all applicable
Federal, state and local laws, regulations and orders in the performance of this Agreement,
including but not limited to the Ethics in Patient Referrals Act, 42 U.S.C. § 1395nn and
accompanying regulations (42 CFR Part 411), more commonly known as the Stark Law, and the
Medicare and Medicaid Anti-Fraud and Abuse Law, 42 U.S.C. § 1320a-7b, more commonly
known as the Anti-Kickback Law.
11.4 Conflict of Interest/Disclosure.
10.4.1 At the request of the Authority, Vendor shall submit conflict disclosure statements
to the Authority in a form acceptable to the Authority, which shall disclose any
existing or potential conflicts of interest. In addition, should the Authority
determine that a conflict of interest may exist, the Authority shall give notice to
Vendor, and the Vendor shall fully disclose all pertinent facts and documents and
submit a plan of cure within fifteen (15) days of such notice to the Authority for
approval. Such plan may be accepted, rejected, accepted only if modified, or
otherwise negotiated by the Authority for an additional five (5) business days.
Approval by the Authority shall not be unreasonably withheld. Provided, however,
notwithstanding the foregoing, if a conflict appears to the Authority to exist and the
conflict is not cured or a plan to cure is not accepted by the Authority within ten
(10) business days after it is submitted, this Agreement may be terminated by the
Authority without notice and without further delay.
10.4.2 Vendor warrants that no amount to be paid under this Agreement has been or will
be paid to or shared with, directly or indirectly, any employee, officer, agent, board
member, Trustee, or official of the Authority as wages, compensation, gifts, or
otherwise. In addition, Vendor agrees to disclose the name of any officer, director,
employee, consultant, independent Vendor, or agent of Vendor who is also an
employee, officer, Vendor, board member, Trustee, or official of the Authority or
any of its subsidiaries. Further, Vendor agrees to disclose the name of any
Authority employee, officer, agent, board member, Trustee, or official who owns,
directly or indirectly, any interest in the Vendor’s company, or any of its branches
or affiliates. Finally, Vendor agrees to avoid at all times any conflict of interest
between his/her/its duties and responsibilities as a Vendor with the Authority and
his/her/its interests outside the scope of any current or future agreements with the
Authority.
12. LIMITATION OF LIABILITY. Notwithstanding any provision on this Agreement to the
contrary, any liability of the Authority under this Agreement shall be limited to the
coverages, amounts and procedural requirements of the Tennessee Governmental Tort
Liability Act, and any other local, state, or federal law or regulation limiting the liability of
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Authority or its trustees, officers, employees or agents, and this liability is expressly subject
to the provisions of such laws, as such now exist or may be hereafter amended, revised or
interpreted.
13. PRODUCTS TRAINING AND SUPPORT. Vendor shall, at its expense, make available to
Authority appropriate in-service training on the safe and effective use of Vendor’s Products
purchased under this Agreement.
14. ACCESS TO BOOKS AND RECORDS.
14.1 Right to Audit. Vendor shall maintain accurate books and records in accordance with generally
accepted accounting principles ("GAAP") in connection with its performance pursuant to this
Agreement. Vendor shall retain any and all such books and records concerning the subject
matter of this Agreement during the term of this Agreement and for a period of two (2) years
after its termination. At any time during any term or renewal of this Agreement, and for a
period of two (2) years following expiration or termination hereof, Authority may, at its option,
review and audit the books and records of Vendor that are reasonably related to the obligations
of Vendor under this Agreement. Such reviews and audits shall be performed during Vendor’s
regular business hours upon reasonable prior written notice to Vendor.
14.2 Verification of Costs.
14.2.1.1 To the extent required by Section 1861 of the Social Security Act, Vendor shall,
upon proper request, allow the United States Department of Health and Human
Services, the Comptroller General of the United States, and their duly authorized
representatives access to this Agreement and to all books, documents, and
records necessary to verify the nature and extent of costs and services provided
by Vendor under this Agreement, at any time during the term of this Agreement,
and for an additional period of four (4) years after the last date Products or
services are furnished under this Agreement. If Vendor carries out any of its
duties under this Agreement through an agreement between it and an individual
or organization related to it, Vendor shall require that a clause be included in
such agreement to the effect that until the expiration of four (4) years after the
furnishing of Products or services pursuant to such agreement, the related
organization will make available, upon written request of the Secretary of Health
and Human Services or the Comptroller General of the United States, or any
other duly authorized representatives, all agreements, books, documents, and
records of said related organization that are necessary to verify the nature and
extent of the costs of Products or services provided by that agreement.
14.2.1.2 If the Vendor is requested to disclose any books, documents, or records related to
this Agreement for the purpose of an audit or investigation, the Vendor shall
notify the Authority of the nature and scope of such request and shall make
available to the Authority, upon written request of the Authority, all such books,
documents or records.
14.2.1.3 The Vendor shall indemnify and hold harmless the Authority in the event that
any amount of reimbursement is denied or disallowed by the reimbursement
programs because of the intentional failure of the Vendor or any of his related
contractors or subcontractors to comply with the obligations stated in Subsection
14.2.1.1. Such indemnity shall include the amount of any interest and penalties.
15. DISASTER RECOVERY. Intentionally Deleted
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16. Right to Restrict. Vendor acknowledges that the Authority has the right to deny access to
any Vendor or representative of Vendor failing to comply with this Agreement or with
Authority’s policies and procedures.
17. MISCELLANEOUS.
17.1 Governing Law. This Agreement shall be governed and interpreted in accordance with
the laws of the State of Tennessee. Venue shall lie in a court of proper subject matter
jurisdiction sitting in Hamilton County, Tennessee.
17.2 Dispute Resolution. If a dispute arises out of or relates to this Agreement, or the breach
thereof, the Parties agree to meet and attempt to resolve the issue by negotiation. If the
dispute cannot be settled through direct negotiation, the Parties agree to try in good
faith to settle the dispute by mediation. The mediation will be held in Chattanooga,
Tennessee and shall be before a mediator chosen by agreement of the Parties. If the
Parties are unable to agree to a mediator within ten (10) days of one Party notifying the
other that mediation is requested, the mediation shall be administered by PDRS, Inc.
under its Collaborative Mediation Procedures. Mediation shall be held before either
Party may resort to litigation.
17.3 Force Majeure. Neither Vendor nor Authority shall be liable for failing to fulfill any
obligation under this Agreement if such failure is caused by an event beyond such
Party's reasonable control which is not caused by such Party's fault or negligence. Such
events shall be limited to acts of God, acts of war, fires, lightning, floods, or riots. This
provision shall not be construed to lessen Vendor’s disaster planning and response
obligations under the Vendor Agreement.
17.4 Survival. Certain terms and conditions contained in this Agreement shall survive the
termination, cancellation, or completion of performance of this Agreement.
17.5
Waivers. The failure of either Party to exercise any rights provided for in this
Agreement shall not be deemed a waiver of any rights under this Agreement unless
such Party provides such a waiver in writing. No waiver shall be deemed to be a
waiver of the same or any other term or condition at any other time.
17.6 Notices. Whenever under the terms of this Agreement, written notice is required or permitted to
be given by a Party to each other Party, such notice shall be deemed to be sufficiently given
upon delivery if personally delivered, or within three (3) business days after being deposited in
the United States Mail in a properly stamped envelope, certified mail, return receipt requested,
addressed to the Party to whom it is to be given at the address set forth below: A Party may
change its address for purposes of this Agreement by giving notice of such change to each other
Party in accordance with the provisions of this Section.
17.7 Assignment or Subcontracting. Vendor shall not subcontract or assign this Agreement
or any of its rights and obligations hereunder, without the prior written consent of
Authority, which consent shall not be unreasonable withheld.
17.8 Documentation. Vendor shall promptly furnish Authority with a Form W-9, Form W8BEN, or any other applicable form as may be requested by Authority to comply with
information reporting regulations and requirements.
17.9 Entire Agreement. This Agreement sets forth the entire understanding and agreement between
the Parties hereto and shall be binding upon the Parties and their successors, if any. All prior
negotiations, agreements and understandings as to the matters herein concerned are expressly
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superseded hereby. The Authority is not bound by this Agreement until it is approved by the
appropriate Authority officials indicated on the signature page of this Agreement.
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK;
EXHIBITS FOLLOW
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Exhibit B
Purchased Products and Pricing
To be filled out after Award.
Product
Item#
Price
UOM
Additional Pricing
Include any additional charges that will be incurred by EHS. Any charges found on subsequent
invoices that are not found here will be refused.
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Exhibit E
List of Facilities
Erlanger Health System
Baroness Authority Hospital
975 East Third Street
Chattanooga, TN 37403
423-778-7000
Erlanger North Hospital
632 Morrison Springs Road
Red Bank, TN 37415
423-778-3300
T.C. Thompson Children’s Hospital
910 Blackford Street
Chattanooga, TN 37403
423-778-6011
Plaza Ambulatory Care Center
979 East Third Street
Chattanooga, TN 37403
423-778-3000
Erlanger East
1755 Gunbarrel Road
Chattanooga, TN 37421
423-778-8400 (Outpatient Surgery)
Erlanger Bledsoe
71 Wheeler Town
Pikeville, TN 37367
Sequatchie Valley ED
16931 Rankin Avenue
Dunlap, TN 37327
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Exhibit F
New Product Introduction
All new product requests will be managed through our new Clinical Resource Management
Team process. The introduction of all new products initiates with the Clinical Resource Manager, and the
Clinical Resource Coordinator. Vendors will be seen by appointment only and appointment requests are
to be made via email well in advance. Vendors in the facility must have an established appointment with
an Authority employee or a physician and will be required to sign in and out with VendorMate prior to
and immediately after their meeting. Visits to additional areas are prohibited.
Each product will be evaluated based on clinical efficacy, FDA approval, organizational impact,
objective product utilization criteria, potential changes in clinical practice, effect on quality outcomes,
cost, and reimbursement data. Efforts will be made to eliminate product duplication. Trial assessment of
products will be scheduled and coordinated by the Clinical Resource Manager and Coordinator, as
identified above. Trial products will be provided to EHS at no charge during the trial period.
Products introduced in a manner that circumvent our Clinical Resource Management process will
be considered a donation to the facility – a PO will not be issued to the vendor. No charges will be passed
on to the patient.
All products must have an associated contract/PO in order to be paid.E-Pay Procedure
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Exhibit H
Supplier Diversity Reports



Quarterly report representing “Total Spending” and “Minority Spending” or percentage (%)
representing Minority/Women-owned Business Enterprise (MWBE) Spending.
A copy of Vendor’s “Minority/Women-owned Business Enterprise Report covering Vendor’s,
fiscal year”.
Annual copies of Vendor “MWBE, Small Business and Small Disadvantaged Business
Subcontracting Plan”.
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Exhibit J
Tax Exemption Certificate
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Exhibit K
Insurance Requirements
Insurance: Vendor shall, at its own expense, obtain and maintain throughout the term of this Agreement,
and a run out period if required by Authority, policies of insurance as set forth below, in a form and with
carriers reasonably acceptable to Authority. All insurance policies must be primary and non-contributing
and must be issued by companies licensed in the state(s) where the Services are to be performed who hold
a current Policy Holder Alphabetic Category Rating of not less than “A-” and Financial Size Category
Rating of not less than “VII” according to the latest edition of A.M. Best’s Key Rating Guide. Any other
insurance carried by Authority which may be applicable, will be deemed to be excess insurance and
Vendor’s insurance must contain a provision that it is deemed primary and non-contributing with any
insurance carried by Authority. Each insurance policy required of Vendor must contain a cross-liability
or separation of insureds provision that provides that the insurance applies separately to each insured
against whom a claim is filed and that the policies do not exclude coverage for claims or suits by one
insured against the other. It is the intent of the Parties to have Vendor’s, and not Authority’s, insurance
cover claims brought against either Party that arise out of or are related to this Agreement.
Workers’ Compensation (WC) and Employers’ Liability Insurance: Vendor shall obtain and keep in
force Workers’ Compensation and Employers’ Liability Insurance policies as required by all applicable
state jurisdictions. Vendor shall obtain and confirm in writing, a waiver of subrogation from the WC
carrier for the benefit of Authority. Said waiver will not be applicable in any incident where the willful
misconduct or grossly negligent action of Authority or Authority’s designated agent is determined to be
the cause of injury or damage.
Commercial General Liability (CGL) Insurance: Vendor shall obtain and keep in force an
“occurrence” CGL insurance policy during the agreement period and the useful life of the services and
installed products. If said CGL insurance covers the Services being performed by Vendor under this
Agreement, Authority agrees to waive the requirements for Professional Errors and Omissions Liability
Insurance as required below. Coverage shall include bodily injury, property damage, personal injury,
advertising injury, products and completed operations, and contractual liability in the following amounts:
Each Occurrence Limit
Products/Completed Operations Aggregate Limit
Advertising Injury and Personal Injury Aggregate Limit
General Aggregate
$1,000,000.00
$1,000,000.00
$1,000,000.00
$1,000,000.00
Authority and its designated agents (if any) shall be named as “additional insured as their interests may
appear” with respect to third Party claims or actions brought directly against Authority or against
Authority and Vendor as co-defendants and arising out of services being provided or performed by or on
behalf of the Vendor as per this written agreement. Vendor’s insurance shall be primary and noncontributory with respect to any other insurance or self-insurance that may be maintained by Authority
but only in respect to damages caused by the negligence of the Vendor. Vendor’s Commercial General
Liability policy or policies will: (A) provide that the insurance company has the duty to defend all
insureds under the policy; and (B) provide that defense costs are paid in addition to, and do not deplete,
any of the policy limits.
Umbrella/Excess Liability Insurance: Vendor shall obtain and keep in force an umbrella/excess
liability policy with a per occurrence limit of four million dollars ($4,000,000.00). Said insurance shall
follow the form of the primary CGL insurance coverage required above.
Property Insurance: Vendor shall obtain and keep in force “Blanket Real and Personal Property”
insurance or equivalent property insurance for the full replacement cost of Vendor’s personal property at
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Authority’s premises and on the fixtures and improvements, if any, that are installed on the premises and
owned by Vendor. Authority shall not be responsible for any loss of the personal property of Vendor or
of the personal property of Vendor’s employees.
Waiver of Subrogation: In addition to the waiver of subrogation required with respect to the Workers’
Compensation coverage (see above), Vendor, on behalf of itself and its insurers, waives the right of
subrogation against Authority and its employees, Vendors and agents for any claims, demands or losses
arising out of any perils or incidents which are or would be covered by any required insurance
(automobile liability and professional E&O excepted). Vendor will obtain and confirm in writing a
waiver of subrogation from its insurers. Such waivers of subrogation will not be applicable in any
incident where the willful misconduct or gross negligence of Authority or its employees, Vendors or
agents is determined to be the cause of injury or damage.
Certificates Of Insurance: Vendor agrees to arrange for the delivery of evidence of insurance with
current Certificates of Insurance to Authority. Said Certificates are to be delivered to the designated
person at Authority’s address at least ten (10) days prior to the execution of this Agreement and within ten
(10) days of the expiration or replacement of any required insurance policy.
Notice Of Change: Authority shall be notified thirty (30) days in advance of any change in carrier,
insurance policy, any cancellation of insurance policy or any single or cumulative reduction of insurance
policy limit availability that exceeds ten percent (10%) of any required limit in this Agreement.
Failure To Maintain Insurance: If Vendor fails to secure or maintain any insurance required in this
Agreement, Vendor shall be granted fifteen (15) days to meet the insurance requirements. If the
deficiency is not corrected, Authority may, at its option, declare that this Agreement is in default.
None of the foregoing requirements as to the type and limits of insurance to be maintained by Vendor is
intended to, and such requirements should not be construed to limit in any manner Vendor’s obligations
under this Agreement.
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Signature Page
In Executing this Proposal, each Proposer affirms that all of the requirements of the Proposal are understood and
accepted by the Proposer. The undersigned has reviewed the Proposal as submitted and understands Erlanger Health
System will not be responsible for any errors or omissions on the part of the undersigned preparing this Proposal.
Signature
Print
Company
Address
State
RFP#0012-1516
City
Zip Code
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