Request for Proposal
TITLE OF PROJECT
REQUEST FOR PROPOSAL (RFP)
For
TITLE OF PROJECT
Distributed by:
Valencia Stoudamire
Contract Sourcing Specialist
Henry Ford Health System
DATE
Henry Ford Health System
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Request for Proposal
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TABLE OF CONTENTS
Page No.
Section I
Background Information
3
Section II
General Instructions
7
Section III
Overview
12
Section IV
Vendor Information
17
Section V
Evaluation
19
Section VI
Insurance Requirements
20
Attachments:
1. Consultant/Professional/Technical Contractual Services
2. Purchase Order Terms and Conditions
3. Business Associate Agreement
Henry Ford Health System
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Section I: Background Information
Henry Ford Health System (HFHS) is a Michigan not-for-profit corporation governed by a 21member Board of Trustees. Advisory and affiliate boards comprising 150 Trustee volunteer
leaders provide vital links to the communities served by the System. HFHS is managed by
President and Chief Executive Officer Nancy Schlichting.
HFHS is one of the nation’s leading comprehensive, integrated health systems. It provides
financing and healthcare delivery, including acute, specialty, primary and preventive care
services backed by excellence in research and education. Founded in 1915 by auto pioneer
Henry Ford, it is committed to improving the health and well-being of a diverse community.
Hospitals
Henry Ford Hospital – An 802-bed tertiary care hospital, education and research complex in
Detroit’s New Center Area is the flagship hospital for HFHS. The hospital is recognized for
clinical excellence and innovation in the fields of cardiology and cardiovascular surgery,
neurology and neurosurgery, orthopaedics and sports medicine, organ transplants, and
treatment for prostate, breast and lung cancers. HFH is a Level 1 trauma center.
Henry Ford Wyandotte Hospital – A 379-bed acute care hospital serves the Downriver and
western Wayne County communities. It offers a full range of clinical services, including general
medicine, a center for bariatrics, surgery, birthing center, and 24-hour emergency care. HFWH
also provides physical medicine, rehab, adult mental health and neurosurgical services. Its
Center for Health Services in Brownstown Township offers medical imaging, ambulatory
surgery, 24-hour emergency care, a sleep lab and other services.
Henry Ford Macomb Hospitals - Delivers comprehensive, advanced care to Macomb County
residents; includes 349-bed Henry Ford Macomb Hospital in Clinton Township, with nationallyrecognized quality, 24-hour emergency care, stroke and chest pain centers, and comprehensive
cancer, women's, orthopedic and cardiovascular care; 203-bed Henry Ford Macomb-Warren
Campus, with a bariatric surgery center, inpatient rehab, comprehensive orthopedics and 24hour emergency care; and 86-bed Henry Ford Macomb-Mt. Clemens Campus, with inpatient,
outpatient and emergency psychiatric services. Five health centers in Bruce Township,
Washington Township, Richmond, Fraser and Chesterfield Township offer a variety of
outpatient and primary care services.
Henry Ford West Bloomfield Hospital - Located in West Bloomfield, the 300-bed, all private
room hospital opened with 191 beds, with an additional 109 beds expected to open in 2011. It
provides comprehensive medical care, including 24-hour emergency care, neurosciences,
women's and children's health, orthopaedics, diagnostic testing and a wellness center with
complementary therapies. Henry Ford West Bloomfield offers a mixed model of medical staff
including Henry Ford Medical Group (HFMG) doctors and private community doctors.
The Henry Ford Medical Group
The Henry Ford Medical Group is one of the nation’s largest group practices, with 1,100
physicians and researchers in 40 specialties who staff Henry Ford Hospital and 29 Henry Ford
medical centers. Henry Ford has more physicians listed as “Top Docs” than any other hospital
in metro Detroit in the book America’s Top Doctors. Henry Ford’s 29 medical centers are
located in Wayne, Oakland, Macomb and Washtenaw counties. Some Medical Group
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physicians also are on staff at other Henry Ford Hospitals. Three medical centers provide 24hour emergency care and ambulatory surgery and are primary care stroke centers.
The Medical Group is a national leader in using e-Prescribing, an innovative electronic computer
program that allows physicians to write prescriptions from a personal computer or wireless
device and send them directly to a pharmacy. It has proven to improve patient safety, increase
generic medication rates, and reduce costs for the patient and health system. E-visits, another
unique program, allows patients to communicate with their physician via e-mail.
The Medical Group has established disease management programs for the following chronic
conditions: coronary artery disease, chronic heart failure, diabetes, asthma and depression.
Henry Ford has partnered with various employers and insurers to conduct successful pilot
programs that demonstrate improvement in control of risk factors and a reduction in medical
costs. Efforts are under way to extend the pilot programs to wider patient populations.
Our Clinical Excellence
Heart and Vascular Institute – A leader and innovator in comprehensive care, research and
education offering one of the nation’s largest and most successful heart failure and transplant
programs. Specialties include electrophysiology, interventional cardiology, rehab, cardiac and
vascular surgery and preventive services such as Heart Smart® education.
Josephine Ford Cancer Center – One of the largest cancer centers in Michigan provides a
variety of services in six treatment facilities throughout southeast Michigan, including the Henry
Ford Novalis® Shaped Beam Surgery Program, radiation therapy, chemotherapy, surgical
oncology and support groups.
Henry Ford Transplant Institute – The Institute is one of the busiest in Michigan for heart,
lung, kidney-pancreas, liver organ and bone marrow transplantation, and one of only two multiorgan transplant centers in the state. It also has its own organ donor awareness program called
LifeShare.
Henry Ford Behavioral Health Services (BHS) - offers mental health and substance abuse
treatment programs for people of all ages. Major components of the behavioral health care
delivery system include: Kingswood Hospital, A 100-bed hospital in Ferndale that offers
inpatient care for child, adolescent and adult patients with acute episodes of mental illness, 24hour intake, dual diagnosis, intensive outpatient programs and day-hospital care. Maplegrove
Center is a nationally recognized center in West Bloomfield offering residential (67 beds) and
outpatient treatment of substance abuse to adolescents and adults. BHS has numerous
outpatient centers located strategically throughout the greater metro Detroit area, offering a full
range of diagnostic, treatment, and preventive services for persons of all ages with behavioral
health concerns.
Neuroscience Institute – One of the top programs in the country that includes a National
Institutes of Health stroke care and research center, a comprehensive epilepsy and Parkinson’s
disease treatment and surgery program, one of the largest neurosurgery spine programs in
Michigan, and the Hermelin Brain Tumor Center.
Community Care Services
Services include Henry Ford Health Products, a medical supply retailer; Pharmacy
Advantage, a mail order pharmacy service; Henry Ford Medical Center Pharmacies and
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Fairlane Pharmacy Services, which provides IV therapy and medication to long-term care
facilities; Pharmacy Care Management, which manages medication for patients; Greenfield
Health Systems, a dialysis and blood therapies provider; Lifeline, an emergency-alert system;
Henry Ford Extended Care, a private-duty nursing service; Henry Ford Home Health Care, a
Medicare-certified home health care agency; Occupational Health, which provides workplace
injury prevention, evaluation, treatment and safety; Center for Senior Independence, an
alternative to nursing home care for the frail elderly; Henry Ford Continuing Care
Corporation, with nursing homes in Harper Woods (153 beds) and Roseville (172 beds). Also
included in Community Care is Henry Ford Hospice, providing palliative and hospice services
in a variety of settings, including residences in Oakland and Macomb counties, Kaleidoscope
Kids, a program for children with terminal and chronic illnesses, and SandCastles, a grief
support program for children, teens and their families; Henry Ford OptimEyes, in partnership
with Eye Care Services, provides a full continuum of eye care in southeast Michigan;
Josephine Ford Cancer Center-Downriver, located in Brownstown Township, provides clinical
and support services for cancer patients in the Downriver region.
Health Alliance Plan
Health Alliance Plan (HAP) serves more than 1,700 employer groups and about 500,000
members. HAP is a nonprofit managed care organization that facilitates health care coverage
through an expansive, flexible product portfolio: Commercial HMO, Point of Services (POS),
Preferred Provider Organization (PPO) and Exclusive Provider Option (EPO) plans as well as
High Deductible Health Plans with Health Savings Accounts and Health Reimbursement
Accounts, Medicare solutions, individual plans and Health Coverage Continuation Plans. HAP's
commercial HMO received excellent accreditation from the National Committee for Quality
Assurance (NCQA). Alliance Health and Life Insurance Co. PPO received full accreditation from
NCQA. For more information, visit hap.org.
Research and Education
Teaching, research and advanced patient care make HFHS a premier academic medical center.
Affiliated with Wayne State University’s School of Medicine, Henry Ford provides innovative
physician training programs and collaborates on leading-edge medical research.
Research studies – More than 150 medical specialists and research scientists, including more
than 60 full-time researchers, are involved in several hundred individual research projects.
Subjects include stroke, hypertension, heart disease, cancer, osteoporosis, arthritis, sleep
disorders, diabetes and lung diseases.
Research funding – More than $60 million in annual funding is received from internal and
outside sources, including the National Institutes of Health (NIH), other governmental sources,
businesses and private foundations. HFHS ranks in the top 6 percent of all institutions granted
funding by the NIH and the U.S. Public Health Service.
Education – HFHS is a state and national leader in medical education for medical students,
interns, residents and fellows and the continuing education of faculty, affiliated physicians,
nurses and allied health professionals. Each year, HFHS trains more than 1,500 future
physicians. Henry Ford Hospital trains more than 500 medical students and 125 fellows in 46
accredited programs; an additional 25 fellows participate in unaccredited specialized programs.
Henry Ford Macomb Hospitals and Henry Ford Wyandotte Hospital train more than 200
osteopathic medical students and 200 residents in their 20 accredited programs. In 2009,
continuing medical education opportunities were provided to more than 55,700 physicians,
nurses and allied health professionals. The Center for Simulation, Education and Research
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provided over 12,000 participants a risk-free environment where state-of-the art computers and
mannequins simulate hundreds of medical conditions, allowing health care professionals to
practice and augment their skills.
HFHS By the Numbers
 More than 19,020 full-time equivalent HFHS employees, including 5,022 nurses (375 from
Canada) and 3,897 allied health professionals; more than 23,000 total HFHS employees
 The Henry Ford Medical Group is comprised of physicians and scientists from 60 countries
around the globe
 3.3 million patient visits and 81,000 surgical procedures performed at HFHS (2009)
 97,000 patients admitted to HFHS hospitals (2009)
 Revenue: $3.97 billion; Net Income $30.4 million; Uncompensated care: $173 million (2009)
 More than 60% of HFHS admissions are by persons age 50 and older (2009)
 Payor distribution: Medicare, 32%; HAP, 23%; Blue Cross, 16%; other, 15%; and Medicaid,
13%
Philanthropy
We invite all vendors interested to become a donor in Henry Ford's patient care, research and
education philanthropic programs. To learn more about Henry Ford's philanthropic support
programs, please contact Jennifer Harmon at 313-876-9874.
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Section II: Standard Instructions
The primary contact for the Henry Ford Health System Customer Engagement Survey
Administration RFP is:
Name:
Title:
Address:
Location:
Phone:
Email:
Valencia Stoudamire
Contract Sourcing Specialist, Supply Chain Management
1 Ford Place, Detroit, MI 48202
Suite 5EF
313-874-6429
vstouda1@hfhs.org (Email address contains the number “1”, not the letter “l”.)
*Vendors may contact Valencia via email at any time between the issuance of this
document and the due date of proposals to BUYER. Until vendors are notified of their
status (award or decline) in the RFP process, vendors are not to contact other HFHS
employees or any member of its staff or physicians regarding this RFP without
permission from the HFHS Primary contact.
*Failure to comply with this direction and processes for communication and procedures
as stated within this document may disqualify the bidder at HFHS sole discretion.
*Please do not use this document as the template for your proposal. You may copy and
paste information as needed to complete your proposal but please do not imbed your
response inside of this RFP document.
For purposes of this RFP, the following terms will have the meaning given below:
HFHS:
Henry Ford Health System
Campus/Site/Institution:
A Henry Ford Health System owned or affiliated entity.
RFP:
Request for Proposal
1) Upon selection of vendor and proposal, it is expected that this RFP and the proposal,
either in part or whole, may, at the sole discretion of HFHS, be incorporated by reference
into a supporting contract for proposed structure addressing all equipment, products and
services. Notwithstanding the above, the RFP and proposal will function as the contract
for the project until a final contract is exercised as to not hinder the progress of the
proposal.
2) In preparing your response, be aware of the following required Henry Ford Health
System contract terms and conditions:
a. Payment is only made after the submission of an authorized invoice referencing
a valid Henry Ford Health System purchase order number.
b. Henry Ford Health System DOES NOT make regular payments based on the
passage of time and only pays for services performed or work delivered AFTER it
is accomplished in a satisfactory way.
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c. Henry Ford Health System standard terms and conditions will apply to any
contract resulting from this RFP unless different terms are mutually agreed to by
HFHS. (Reference Purchase Order Terms and Conditions, Attachment 2)
d. Vendor proposals are firm and irrevocable for a period of 12 months from the
date and time of response to this RFP.
e. All cost incurred in responding to this RFP will be borne by the responder.
f.
Proposals submitted in response to this solicitation are irrevocable following the
closing date. This period may be extended by written mutual agreement
between the responder and Henry Ford Health System.
g. Vendor's response to this RFP must be received at the stated RFP return
address no later than the specified Response date. Upon receipt, packages will
be dated, time stamped showing the hour and date received and confirmation will
be provided.
h. Late proposals will only be considered at the convenience and discretion of
HFHS.
i.
Only RFP /Bid responses in the prescribed written and electronic format will be
accepted. Failure to comply with the prescribed format and requirements risks
elimination from process.
j.
Only RFP /Bid responses in the prescribed written and electronic format
delivered by regular and electronic mail will be considered binding.
k. An authorized member of the company must sign each hard copy of the proposal
in blue or black ink.
l.
Proof of authority of the person signing shall be furnished upon request.
3) Not withstanding anything to the contrary, Henry Ford Health System reserves the right
to:
a. Reject any and all proposals received in response to this RFP.
b. Select for contract negotiation, a proposal other than the one with the lowest
cost.
c. Waive or modify any informalities, irregularities, or inconsistencies in proposals
received and/or accept a late written modification requested by Henry Ford
Health System if the proposal itself was submitted on time and if the modified
proposal is more favorable to Henry Ford Health System.
d. Negotiate any aspect of the proposal with any vendor, terminate negotiations and
select the next most responsive vendor.
e. Prepare and release a new RFP, or take such action as deemed appropriate if
negotiations fail to result in an agreement.
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f.
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Change the evaluation criteria or modify any other provision in this RFP provided
all vendors are notified of the change at the same time.
g. Award the contract in whole or in part to one or more bidders
4) Supplier will clearly indicate the terms and period for any applicable warranty.
5) All press releases involving HFHS and the vendor will be approved by HFHS prior to
public release.
6) The vendor will cooperate with any third parties necessary to achieve a successful
completion of the project. HFHS reserves the right to determine if a third party
involvement is necessary, and to approve of the third party.
7) Any request for change of scope will be made as a written request to the vendor
8) The project oversight team will strive to resolve all conflicts which may arise. In the case
where resolution is not obtained by this group, additional HFHS and vendor leadership
will be asked to intercede.
9) All materials submitted in response to this RFP will become property of Henry Ford
Health System. If the responder submits information in response to this RFP that it
believes to be trade secret materials, the responder must:
a. Clearly mark all trade secret materials in its response at the time the response is
submitted.
b. Include a statement with its response justifying the trade secret designation for
each item, and
c. Defend any action seeking release of the materials it believes to be trade secret,
and indemnify and hold harmless Henry Ford Health System, its agents and
employees, from any judgments or damages awarded against Henry Ford Health
System in favor of the party requesting the materials, and any and all costs
connected with that defense. This indemnification survives Henry Ford Health
System's award of a contract. In submitting a response to this RFP, the
responder agrees that this indemnification survives as long as the trade secret
materials are in possession of Henry Ford Health System.
d. Henry Ford Health System will not consider the prices submitted by the
responder to be proprietary or trade secret materials.
10) No person may act as or employ a lobbyist for compensation that is dependent upon the
result or outcome of any legislation or administrative action related to the products
and/or activities in this RFP.
11) The successful responder will be required to submit acceptable evidence of insurance
coverage requirements prior to execution of the contract.
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12) Vendor selected at the outcome of this process will be required to represent and warrant
that it is not an excluded vendor under any governmental programs, including Medicare
and Medicaid. In the event that a Vendor becomes an excluded vendor, HFHS shall
have the right to immediately, without any advance notice period, terminate any
forthcoming agreements. Such termination would be deemed to be for cause. In
addition, Vendor will agree that no Vendor employee or agent that becomes an excluded
person from the governmental programs will perform any services for HFHS under any
agreement. In the event that a Vendor employee or agent becomes excluded during the
duration of an agreement, Vendor will notify HFHS in writing and immediately remove
this Vendor employee or agent from performing services at HFHS.
13) These Instructions to Bidders for services as described within this document are
presented on behalf of HFHS, hereafter referred to as BUYER
14) Proposals will be evaluated on the basis of conformance to the Requirements and
Terms and Conditions; product/service features, specifications, performance, and
reliability; vendor experience; the experience of users of the vendors product/service;
delivery and implementation schedule; service capabilities; user training and support
services; financial proposals; presentations from vendor (if invited to that phase of the
process) and overall responsiveness to this Request for Proposal (RFP);
15) The order in which the above selection criteria are listed is not necessarily indicative of
their relative importance. It is expected that vendors submitting proposals will
demonstrate extensive and substantial qualifications, capabilities, and experience in
manufacturing, installing, and servicing the equipment sought or services requested,
including successful provision of similar goods and services to comparable institutions
16) BUYER intends to select a vendor on the basis of proposals received in response to this
RFP and any other information it obtains from other sources regarding the
service/product and the vendor. BUYER staff may also make site visits to vendor
installations. BUYER reserves the right to make its final decision independent of any or
all of the above factors
17) BUYER reserves the right to solicit service contract bids from qualified independent
service organizations, in the interest of reducing costs as applicable
18) All vendor representatives will be required as applicable to sign the Software Usage
Policy prior to providing any services for HFHS.
19) BUYER will own all intellectual capital resulting from this contract.
20) This request for proposal does not obligate HFHS to award a contract or complete the
project, BUYER may choose, at its discretion, to exclude certain entities. HFHS
reserves the right to cancel the solicitation if it is considered to be in its best interest
21) All vendor representatives will be required to sign the Non-Disclosure/Patient
Confidentiality forms prior to providing any services for BUYER.
22) BUYER reserves the right to request the removal of any vendor staff not performing to
the expectations of BUYER and demand a skilled replacement.
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23) Vendors are required as applicable to complete and sign the attached Vendor Portal
Access Agreement that governs need-to-know access to HFHS information, privacy and
security policies, user id and password, accuracy and updating information, terminations,
violations and continued confidentiality.
Confidentiality
This document contains proprietary and confidential information of Henry Ford Health System
(HFHS) that is provided for the sole purpose of permitting the recipient to evaluate the
information contained herein. In consideration of receipt of this document, the recipient agrees
to maintain such information in confidence and is not to reproduce or otherwise disclose or
distribute this information to any person outside of the group directly responsible for evaluation
of its contents, without the express written permission of HFHS. Use or disclosure of this
document and the Henry Ford Health System logo in whole or in part for purposes other than
the pursuit of a business relationship with HFHS is expressly forbidden.
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Section III: Project Overview
SPECIFIC SCOPE OF PROJECT HERE
Additionally, Henry Ford Health System understands the importance of strategically sourcing the
products and services that we use in administering care to our patients. A Request for Proposal
(RFP) process enables the System to periodically test the market for the highest quality
products and services at the most competitive price.
This RFP for a _________ partner is being issued to meet the aforementioned objectives.
HFHS will be looking to implement and go live with the partner selected at the outcome of this
process by __________ 2010.
C. Project Assumptions
These assumptions may or may not change during the project sourcing and negotiation
process. HFHS will notify supplier(s) of any change in assumption via email or other written
means of communication.
Desired Contract Length: Three (3) years with the ability for HFHS to terminate without
cause upon 90-days written notice to vendor.
Timeline:
TBD
RFP to go out to bidders
Questions regarding RFP due from vendors
Deadline: 12:00 PM (EST) for proposal submission
Vendor presentations (if requested by Buyer)
Vendors notified of their status in the process
D. Project Requirements
HFHS has identified a preferred direction with requirements supporting the desired outcome of
this contract. Respondents must address and explain how they will meet all specifications
outlined in the table below. The success of this RFP will require the combined efforts and
coordination of HFHS management and staff and the chosen business partner. Please restate
the question or requirement that you are responding to. While you may copy the table below,
please do not use this document as the template for your proposal.
Please submit your responses in the format requested.
proposals not submitted in this format.
HFHS reserves the right to reject
Henry Ford Health System
Customer Engagement Survey Administration
RFP Requirements/Questions
A. SUBHEADING 1 (IF APPLICABLE OR NEEDED)
1
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2
3
4
5
6
7
8
Describe your company's supplier diversity program and/or any affiliation or active
membership with a national or local supplier diversity council advocacy organization. If
your company is minority-owned and operated, please provide information describing
your minority status as defined by the National Minority Supplier Development Council
(NMSDC) the Women's Business Enterprise Nation Council, or the Small Business
Administration. INCLUDE THIS LANGUAGE IN EVERY RFP
B. SUBHEADING 2
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C. SUBHEADING 3
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14
15
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D. SUBHEADING 4
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18
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E. SUBHEADING 5
20
21
22
23
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F. SUBHEADING 6
25
26
27
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G. Pricing
a) Please describe your pricing structure and provide a quote for all costs
associated with partnering with HFHS for SERVICE. Please include an
29
itemized list of everything included in your pricing.
b) Please provide a quote for services listed in this RFP that may not be included
in your standard pricing structure.
Responders may propose additional solutions or alternative suggestions if they will substantially
improve the results of the project but the scope of the proposal must meet minimum
requirements.
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E. Vendor Compliance
When submitting your proposals and meeting with HFHS staff, please note the following as
taken from Henry Ford Health System’s Vendor Compliance Policy and Procedures:
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Cash or other incentive programs are strictly prohibited at any HFHS location.
No Vendor promotional items (pens, penlights, paper pads, etc. featuring product
names) of any kind from Vendors are permitted within HFHS locations.
No food of any kind will be directly supplied by Vendors for employees at any HFHS
location.
Vendors are not permitted to distribute, post, or leave any type of unsolicited printed or
handwritten material, advertisements, signs or invitations at any HFHS location.
Vendor-sponsored raffles, lotteries or contests which result in gifts to the winner are
forbidden.
Promotion of drugs against established Drug Policies is strictly prohibited. Vendors who
discuss such agents will be suspended from visiting HFHS locations pending review of
the event. If the vendor is found in violation of any policy, the ability to visit any HFHS
location will be suspended for a minimum of one month. Repeated and flagrant
violations can result in indefinite suspension of privileges for the individual and, if
necessary, the company.
Preprinted prescription pads from Vendors are not permitted at any HFHS location.
No personal gifts from vendors of any kind are permitted at any HFHS location or to any
staff.
F. Proposal Facilitator Contact and Submission Information
Prospective responders who have questions regarding this RFP should only contact:
Name:
Title:
Address:
Location:
Phone:
Email:
Valencia Stoudamire
Contract Sourcing Specialist, Supply Chain Management
1 Ford Place, Detroit, MI 48202
Suite 5EF
313-874-6429
vstouda1@hfhs.org (Email address contains the number “1”, not the letter “l”.)
Please do not add email address to vendor’s client listserv(s) or vendor’s general
information distribution list.
Responders should provide fifteen (15) hard copy proposal(s) as well as one soft copy
proposal via email. Proposal submission will not be considered complete until
confirmation has been provided by HFHS for both hard and soft copies.
Vendor's response to this RFP must be received at the stated RFP return address no later than
the specified response date. Upon receipt, packages will be dated, time stamped showing the
hour and date received and confirmation will be provided. Late proposals will only be
considered at the convenience and sole discretion of HFHS.
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Section IV: Vendor Information
This section contains questions related to the vendor organization’s corporate capabilities,
including client references and financial viability. Responses should include adequate detail to
clearly communicate the vendor’s qualifications. Please restate the question to which you are
responding.
The vendor must answer each of the following questions. If the answer to any question is in the
affirmative, all relevant circumstances must be explained in detail within the proposed, including
the current status and ultimate disposition of each matter:
A. Is the vendor now, or has the vendor ever been the subject of litigation related to the
specific products and services being proposed to HFHS?
B. Has the vendor been declared in default of any contract?
C. Has the vendor forfeited any payment of a performance bond issued by a surety
company on any contract?
D. Has an uncompleted contract been assigned by the vendor's surety company on any
payment or performance bond issued to the vendor arising from its failure to fully
discharge all contractual obligations there under
E. Within the past three (3) years has the vendor filed for reorganization, protection from
creditors, or dissolution under the bankruptcy statutes?
F. Is the vendor now the subject of any litigation in which an adverse decision might result
in a material change in the company's financial position or future viability?
Vendor Description and History
a. Provide the names, addresses, and telephone numbers of all legal entities
that will be part of the contract.
b. Describe your organization’s corporate structure and identify key staff.
c. What is your company’s mission statement?
d. Briefly describe the company’s corporate history (year founded, acquisitions,
mergers, major systems offered, etc.)
e. Provide a list of business partners or relationships that offer products or
services directly related (i.e., mandatory), or complementary to, the service
line proposed for HFHS.
f.
How many clients do you currently support?
g. Provide your corporate Web site URL and, if publicly traded, ticker symbol.
h. List and describe any past, current or pending lawsuits in which your
company or products have been or will be involved
i.
Describe your organization’s long-term strategic goals (i.e., new products,
partnerships, etc.)
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j.
TITLE OF PROJECT
Identify any acquisitions, mergers or divestitures currently underway or
planned during the next three years.
k. Identify any major changes in corporate structure and growth over the last
three (3) years and any major changes planned for the next three (3) years.
l.
Identify any plans to sell the company or product within the next three (3)
years.
m. Identify any plans to sunset or replace the product within the next three (3)
years.
n. Is your company profitable? If not, when do you expect to be profitable?
o. Describe any major development changes planned for the product, including
any plans to combine this product with another product that you own or are
planning to develop or acquire.
Vendors should demonstrate long-term viability and future development with a description of the
vendor's long-term development strategy and plans to ensure that the proposed equipment,
products or services and the vendor as a business company will remain viable in the market. In
addition, vendors should describe the process by which customer requests for equipment,
product or service enhancements are considered and prioritized by the vendor in formulating its
future research and development strategy.
Responder must provide a list of all entities with which it has relationships that create, or appear
to create, a conflict of interest with the work that is contemplated in this RFP. The list should
indicate the name of the entity, the relationship, and a discussion of the conflict.
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Section V: Evaluation
Henry Ford Health System reserves the right to name a date with two weeks’ notice at which all
or selected finalists may be invited to present demonstrations, participate in a review meeting,
or take part in a conference call. Follow up communication may be part of the evaluation
process to clarify unclear statements or technicalities; this includes possible interviews of all
proposed staff. Henry Ford Health System does not agree to reach a decision by any certain
date; however, it is hoped that the evaluation and selection will be completed within the target
date below.
Note: For any proposal, if Henry Ford Health System determines that a product's ability to work
with existing infrastructure will be prohibitively limited or difficult to manage, the proposal may be
rejected on these grounds.
It is expected that evaluation and selection will be completed by DATE.
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Section VI: Insurance Requirements
A. Henry Ford Health System will require that a certificate of insurance for each type of
insurance required will be filed with a Corporate Purchasing Department authorized agent
within 30 days of execution of the contract and prior to commencement of any work under
this contract. Each policy must contain a 10-day notice of cancellation, non-renewal, or
material change to all named and additional insured.
B. The contractor will be required to maintain and furnish satisfactory evidence of the following
insurance policies:
1. Loss by any means, of all data furnished to the contractor by Henry Ford Health System,
and for partially completed data for which Henry Ford Health System has made
payment.
2. Workers' Compensation Insurance: The contractor must provide workers compensation
insurance for all its employees and, in case any work is subcontracted, the contractor
will require the subcontractor to provide workers compensation insurance in accordance
with the statutory requirements of the state of Michigan, including Coverage B,
Employer’s Liability, at limits not less than $100,000.00 bodily injury by disease per
employee; $500,000.00 bodily injury by disease aggregate; and $100,000.00 bodily
injury by accident.
3. Commercial General Liability: The contractor will be required to maintain insurance
protecting it from claims for damages for bodily injury, including sickness or disease,
death, and for care and loss of services as well as from claims for property damage
including loss of use which may arise from operations under the contract whether the
operations are by the contractor or by a subcontractor or by anyone directly or indirectly
employed under the contract. Insurance minimum amounts will be as follows:
$1,000,000.00 - per occurrence
$2,000,000.00 - annual aggregate
In addition, the following coverage should be included:
Bodily Injury and Property Damage
Products and Completed Operations Liability
Blanket Contractual Liability
Name Henry Ford Health System as an Additional Insured
4. Commercial Automobile Liability: The contractor will be required to maintain insurance
protecting the contractor from claims for damages for bodily injury, including sickness or
disease, death, and for care and loss of services, as well as from claims for property
damage including loss of use which may arise from operations under the contract
whether such operations were by the contractor or by subcontractor or by anyone
directly or indirectly employed under the contract. Insurance minimum amounts will be
as follows:
$1,000,000.00 - per occurrence Combined Single limit for Bodily Injury and Property
Damage
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In addition, the following coverage should be included:
Owned, Hired, and Non-owned
Name Henry Ford Health System as an Additional Insured
5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Liability Insurance:
The contractor will be required to carry the following minimum amounts:
$1,000,000.00 - per claim
$2,000,000.00 - annual aggregate
The contractor will be required to submit a certified financial statement that provides
evidence that the contractor has adequate assets to cover any deductible that applies to
this policy.
This policy will provide coverage for all claims the contractor may become legally
obligated to pay resulting from any actual or alleged negligent act, error, or omission
related to the contractor’s professional services required under the contract.
Contractor will be required to:
1. Include legal defense fees in addition to its liability policy limits, with the exception of
B.5. above; and
2. Obtain insurance policies from an insurance company having an "AM BEST" rating
of AVIII or better.
C. Henry Ford Health System will reserve the right to immediately terminate the contract if the
contractor is not in compliance with the insurance requirements and retains all rights to
pursue any legal remedies against the contractor. All insurance policies must be open to
inspection by Henry Ford Health System, and copies of policies must be submitted to a
Corporate Purchasing Department authorized agent upon written request.
The successful responder will be required to submit acceptable evidence of insurance coverage
requirements prior to execution of the contract.
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ATTACHMENT 1
HENRY FORD HEALTH SYSTEM
CONSULTANT/PROFESSIONAL/TECHNICAL
CONTRACTUAL SERVICES
NOTICE TO CONTRACTOR:
You are required to provide your social security number or Federal employer tax identification
number and Michigan tax identification number if you do business with the State of Michigan.
This information may be used in the enforcement of federal and state tax laws. Supplying these
numbers could result in action to require you to file state tax returns and pay delinquent state
tax liabilities. This contract will not be approved unless these numbers are provided. These
numbers will be available to federal and state tax authorities and state personnel involved in
approving the contract and the payment of state obligations.
Name and Address:
Soc. Sec. No. or Federal Employer I.D. No.
Michigan Tax I.D. No.:
THIS PAGE OF THE CONTRACT CONTAINS PRIVATE INFORMATION.
EXCEPT AS DEFINED ABOVE, THIS PAGE SHOULD NOT BE REPRODUCED OR
DISTRIBUTED WITHOUT EXPRESS WRITTEN PERMISSION OF THE CONTRACTOR.
If this contract is circulated internally, only offices that require access to the printed information
and all individuals/offices signing this contract should have access to this page.
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THIS CONTRACT, and amendments and supplements thereto, is between Henry Ford Health
System, a non-profit Michigan Corporation with its primary business address at 1 Ford Place,
Detroit,
Michigan,
48202;
and
[contractor
name
and
address]
_________________________________________________
____________________________________________________________________________
________
(hereinafter referred to as CONTRACTOR),
WHEREAS, Henry Ford Health System, shall procure from time to time certain
consultant/professional/technical services and/or products, and
WHEREAS, Henry Ford Health System is in need of consultant/professional/technical services
and/or products, and
WHEREAS, the CONTRACTOR represents that it is duly qualified and willing to perform the
services set forth herein,
NOW, THEREFORE, it is agreed:
I. CONTRACTOR’S DUTIES. [Attach additional page if necessary which is incorporated by
reference and made a part of this agreement.] The CONTRACTOR shall:
II. CONSIDERATION AND TERMS OF PAYMENT.
A. Consideration for all services performed and goods or materials supplied by the
CONTRACTOR
pursuant to this contract shall be paid by Henry Ford Health System as
follows:
1.
Compensation
[written
_________________________________________________.
dollar
amount]
2. Reimbursement for travel and subsistence expenses actually and necessarily incurred by
the CONTRACTOR in performance of this contract in an amount not to exceed (written dollar
amount)
___________________________________________________________________________
____
dollars
[number]
______________________________________
provided
that
CONTRACTOR shall be reimbursed for travel and subsistence expenses as agreed to by both
parties. The CONTRACTOR shall not be reimbursed for travel and subsistence expense
incurred outside the State of Michigan unless it has received prior written approval for such
out of state travel from Henry Ford Health System.
The total obligation of Henry Ford Health System for all compensation and reimbursement to
the CONTRACTOR shall not exceed [written dollar amount]
____________________________________
dollars [number] ______________________________________.
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B. Terms of Payment
1. Henry Ford Health System shall make payment promptly after the CONTRACTOR’S
presentation of invoices for services performed and acceptance of such services by Henry
Ford Health System’s authorized representative pursuant to Clause VI. Invoices shall be
submitted according to the following schedule:
2. (When applicable) In the event of such termination, CONTRACTOR shall be entitled to
payment, determined on a pro rata basis, for services satisfactorily performed.
III. CONDITIONS OF PAYMENT. All services provided by the CONTRACTOR pursuant to this
contract shall be performed to the satisfaction of Henry Ford Health System, as determined at
the sole discretion of its authorized representative, and in accord with all applicable federal,
state, and local laws, ordinances, rules and regulations. The CONTRACTOR shall not receive
payment for work found by Henry Ford Health System to be unsatisfactory, or performed in
violation of federal, state or local law, ordinance, rule or regulation.
IV.
TERM
OF
CONTRACT.
This
contract
shall
be
effective
on,__________________________, or upon the date that the final required signature is
obtained by Henry Ford Health System, whichever occurs later, and shall remain in effect
until___________________________, or until all obligations set forth in this contract have
been satisfactorily fulfilled, whichever occurs first. The CONTRACTOR UNDERSTANDS
THAT NO WORK SHOULD BEGIN UNDER THIS CONTRACT UNTIL ALL REQUIRED
SIGNATURES HAVE BEEN OBTAINED, AND THE CONTRACTOR IS NOTIFIED TO
BEGIN WORK BY HENRY FORD HEALTH SYSTEM’S AUTHORIZED REPRESENTATIVE.
V. CANCELLATION. This contract may be canceled by Henry Ford Health System or the
CONTRACTOR at any time, with or without cause, upon thirty (30) days written notice to the
other party. In the event of such a cancellation, the CONTRACTOR shall be entitled to
payment, determined on a pro rata basis, for work or services satisfactorily performed.
VI. AUTHORIZED REPRESENTATIVE. Henry Ford Health System’s authorized representative
for the purposes of administration of this contract is [insert name of Henry Ford Health
System Department of Contracting & Procurement employee].
Such representative shall have final authority for acceptance of the CONTRACTOR’S
services and if such services are accepted as satisfactory, shall so certify on each invoice
submitted pursuant to Clause II, paragraph B.
VII. ASSIGNMENT. The CONTRACTOR shall neither assign nor transfer any rights or
obligations under this contract without the prior written consent of Henry Ford Health System.
VIII. AMENDMENTS. Any amendments to this contract shall be in writing and shall be
executed by the same parties who executed the original contract, or their successors in
office.
IX. LIABILITY. The CONTRACTOR shall indemnify, save, and hold Henry Ford Health System,
its representatives and employees harmless from any and all claims or causes of action,
including all attorneys’ fees incurred by Henry Ford Health System, arising from the
performance of this contract by the CONTRACTOR or CONTRACTOR’S agents or
employees. This clause shall not be construed to bar any legal remedies the CONTRACTOR
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may have for Henry Ford Health System’s failure to fulfill its obligations pursuant to this
contract.
X. STATE AUDITS. The books, records, documents, and accounting procedures and
practices of the CONTRACTOR relevant to this contract shall be subject to examination by
the contracting department of Henry Ford Health System.
XI. In the event the CONTRACTOR receives a request to release the data referred to in this
Article, the contractor must immediately notify Henry Ford Health System. Henry Ford Health
System will give the CONTRACTOR instructions concerning the release of the data to the
requesting party before the data is released.
XII. OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS
A. Henry Ford Health System shall own all rights, title and interest in all of the materials
conceived or created by the CONTRACTOR, or its employees or subcontractors, either
individually or jointly with others and which arise out of the performance of this contract,
including any inventions, reports, studies, designs, drawings, specifications, notes,
documents, software and documentation, computer based training modules, electronically,
magnetically or digitally recorded material, and other work in whatever form (hereafter
“MATERIALS”).
The CONTRACTOR hereby assigns to Henry Ford Health System all rights, title and interest
to the MATERIALS. The CONTRACTOR shall, upon request of Henry Ford Health System,
execute all papers and perform all other acts necessary to assist Henry Ford Health System
to obtain and register copyrights, patents or other forms of protection provided by law for the
MATERIALS.
The MATERIALS created under this contract by the CONTRACTOR, its
employees or subcontractors, individually or jointly with others, shall be considered “works
made for hire” as defined by the United States Copyright Act. All of the MATERIALS,
whether in paper, electronic, or other form, shall be remitted to Henry Ford Health System
by the CONTRACTOR, its employees and any subcontractors, and the CONTRACTOR
shall not copy, reproduce, allow or cause to have the MATERIALS copied, reproduced or
used for any purpose other than performance of the CONTRACTOR’S obligations under this
contract without the prior written consent of Henry Ford Health System’s authorized
representative.
B. The CONTRACTOR represents and warrants that MATERIALS produced or used under
this contract do not and will not infringe upon any intellectual property rights of another,
including but not limited to patents, copyrights, trade secrets, trade names, and service
marks and names. The CONTRACTOR shall indemnify and defend Henry Ford Health
System at the CONTRACTOR’S expense from any action or claim brought against Henry
Ford Health System to the extent that it is based on a claim that all or part of the
MATERIALS infringe upon the intellectual property rights of another. The CONTRACTOR
shall be responsible for payment of any and all such claims, demands, obligations, liabilities,
costs, and damages including, but not limited to, reasonable attorney fees arising out of this
contract, amendments and supplements thereto, which are attributable to such claims or
actions.
If such a claim or action arises, or in the CONTRACTOR’S or Henry Ford Health System’s
opinion is likely to arise, the CONTRACTOR shall, at Henry Ford Health System’s discretion,
either procure for Henry Ford Health System the right or license to continue using the
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MATERIALS at issue or replace or modify the allegedly infringing MATERIALS. This
remedy shall be in addition to and shall not be exclusive to other remedies provided by law.
XIII. PUBLICITY. Any publicity given to the program, publications, or services provided
resulting from this contract, including, but not limited to, notices, informational pamphlets,
press releases, research, reports, signs, and similar public notices prepared by or for the
CONTRACTOR or its employees individually or jointly with others, or any subcontractors
shall identify Henry Ford Health System as the sponsoring agency and shall not be released
prior to receiving the approval of Henry Ford Health System’s authorized representative.
XIV. JURISDICTION AND VENUE. This contract, and amendments and supplements thereto,
shall be governed by the laws of the State of Michigan. Venue for all legal proceedings
arising out of this contract, or breach thereof, shall be in the state or federal court with
competent jurisdiction in Wayne County, Michigan.
XV. OTHER PROVISIONS (Attach additional pages as necessary):
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IN WITNESS WHEREOF, the parties have caused this contract to be duly executed intending to
be bound thereby.
APPROVED:
1. HENRY FORD HEALTH SYSTEM:
By :
Title:
Date:
3. CONTRACTOR: CONTRACTOR certifies that the appropriate person(s) have executed
the contract on behalf of CONTRACTOR as required by applicable articles, by-laws,
resolutions, or ordinances.
By (authorized signature)
Title
Date
By (authorized signature)
Title
Date
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ATTACHMENT 2
Purchase Order Terms and Conditions
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
ACCEPTANCE: Seller and the party indicated by the address on the front of HFHS
Purchase Order agree that the terms and conditions listed below shall govern the sale of the
goods (“Articles”), services, or both set forth on the front of this Order, unless the parties
sign an overriding Agreement, which is properly authorized by the Purchaser. Seller shall
be deemed to have accepted this Agreement if it acknowledges the Agreement, or if it
commences delivery of the Articles, services or both.
PACKING: The articles shall be packed and shipped by Seller in accordance with HFHS
written instructions and good commercial practice and so as to insure that no damage shall
result from weather or transportation.
WARRANTY—PRODUCT: Seller warrants that all Articles: (1) will comply with all
applicable laws, rules and regulations; (2) will be free from defects and will include free for
the life of the product, any necessary corrective updates; (3) will conform to specifications,
drawings, other descriptions, and samples accepted by HFHS; (4) will be merchantable; and
(5) if ordered for a stated purpose, will be fit for such purpose. . Such warranties, including
warranties prescribed by law, shall run to HFHS its successors, assigns customers and
patients, end users of the Articles for a period of one year after negotiated acceptance by
HFHS or such longer period as may be prescribed by law or additional agreement.
WARRANTY—SERVICE: Seller warrants that the services shall be performed in a
timely and professional manner by qualified professional personnel; and that the services
shall conform to the standards determined appropriate during the negotiation of Agreement.
Seller warrants that the Seller’s performance of the services shall be in compliance with all
applicable laws, rules, and regulations.
WARRANTY—PRICE: Seller warrants that the prices charged HFHS as indicated on
the front side thereof, are no higher than prices charged on orders placed by other for
similar quantities on similar conditions subsequent to the last general announced price
change. In the event Seller breaches this warranty, the prices of the Articles shall be
reduced accordingly retroactively to date of such breach.
PATIENT INFRINGEMENT IDEMNITY: To the extent the Articles are not manufactured
in accordance with HFHS designs, Seller shall defend, indemnify and hold harmless HFHS
it successors, assigns customers and users of its products from and against any claim, loss
damage or expense arising out of any infringement or claim of infringement of any letters
patent, trade name, trademark, copyright trade secrets or any other proprietary right of a
third party by reason of the sale or use of any Articles purchased this order, HFHS shall
promptly notify Seller of any claim.
HFHS FURNISHED PROPERTY: Seller shall not use, reproduce or appropriate for, or
disclose by anyone other than HFHS any material, drawings, designs and other property or
data furnished by HFHS nor shall Seller use the same to produce or manufacture more
Articles than are required hereunder. Title thereto shall remain in HFHS at all times. Seller
shall bear the risk of loss or damage to such property furnished by HFHS unless such loss
or damage is solely, directed, and proximately caused by HFHS negligence. All such HFHS
furnished property, together with spoiled and surplus materials, shall be returned to HFHS
at termination or completion of this order unless HFHS shall otherwise direct.
TERMINATION: (a) HFHS may cancel this order, in whole or in part, without liability to
HFHS, if deliveries are not made at the time and in the quantities specified or in the event of
a breach or failure of any of the other terms or conditions hereof. (b) HFHS may terminate
this order in whole or in part, at any time for its convenience, by notice to Seller in writing.
On receipt by Seller of such notice. Seller of such notice, Seller shall and to the extent
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specified therein, stop work and the placement of subcontracts outstanding hereunder, and
take any necessary action to protect property in Seller’s possession in which HFHS has or
may acquire an interest. Any termination claim must be submitted to HFHS within sixty (60)
days after the effective date of the termination. (c) Any cancellation or termination by HFHS
whether for default or otherwise shall be without prejudice to any claims for damages or
other rights of HFHS whether for default or otherwise. (d) In the event this order is
cancelled for terminated or the Articles purchased hereunder are rejected by HFHS, Seller
shall immediately refund to HFHS all amounts which have been paid by HFHS to Seller
hereunder. (e) HFHS shall have the right to audit all elements of any termination claim and
Seller shall make available to HFHS on request all books, records, and papers relating
thereto
(9)
CHANGES: HFHS at any time may make changes in the quantities ordered or in the
specifications or drawings relating to the Articles or may change or amend any other term or
condition of this order, in which event an equitable adjustment will be made to any price,
time of performance and/or other provisions of this order required to be changed thereby.
Any claim for such an adjustment must be made within fifteen (15) days from the date of the
receipt by Seller of such change.
(10) COMPLIANCE WITH LAWS: In filling this order, Seller shall comply with all applicable
federal, state and local laws and governmental regulations and orders. Seller specifically
warrants and guarantees to HFHS; (a) that the Articles are in compliance with Sections 5
and 12 of the Federal Trade Commission Act and are properly labeled as to content as
required by applicable Federal Trade Commission Trade Practice Rules: (b) that the
Articles are in compliance with the provisions of the Fair Packaging and Labeling Act. (c)
that the Articles are not adulterated or misbranded within the meaning of State Federal
Food, Drug and cosmetic Act, as amended, or within the meaning of any applicable State or
municipal law in which the definitions of adulteration and misbranding are substantially
identical with those contained in the Federal Food, Drug and Cosmetic Act, or are not
Articles which may not under the provisions of Sections 404 or 505 of said Act introduced
into interstate commerce or which may not under substantially similar provisions of any
state or municipal law be introduced into commerce. (d) that the Articles are in compliance
with the consumer Product Safety Act of 1972. (e) that the Articles are in compliance with
the Federal insecticide, Fungicide and Rodenticide Act. (f) that the Articles are not
hazardous substances or, if they are hazardous substances are not misbranded hazardous
substances or banned hazardous substances within the meaning of the Federal Hazardous
Substances Act (including the former Federal Caustic Poison Act); (g) that all Articles
furnished hereunder will be produced and sold in compliance with all applicable
requirements of the Fair Labor Standards Act as amended including Sections 6,7, and 12,
and the regulations and orders issued under Section 14 thereof, and that it will certify such
compliance of each invoice submitted in connection with this order. (h) that the Articles are
not misbranded under the provisions of the Wool Products Labeling Act. (I) that the Articles
are not manufactured or sold in violation of the Occupational Safety and Health Act of 1970.
(j) that to the extent Seller is engaged in the marketing or handling of products, fabrics or
related materials subject to the flammable Fabrics Act as amended and regulations
thereunder, Seller hereby guarantees to HFHS that with regard to all products fabrics or
related materials sold or to be sold to HFHS by Seller, and for which flammability standards
have been issued, amended or continued in effect under the Flammable Fabrics Act as
amended reasonable and representative tests as prescribed by the Federal Trade
Commission have been performed which show that the products, fabrics or related
materials at the time of their shipment or delivery by Seller, conform to such of the above
mentioned flammability standards as are applicable thereto. This guarantee shall also apply
to any applicable codes of the National Fire Prevention Association (NFPA) and to any
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applicable state or local laws substantially identical to the Flammable Fabrics Act or which
adopt the test provided for in any applicable code of the NFPA. (k) that Seller hereby
agrees that it will allow, until the expiration of four years after the furnishing of goods and or
services hereunder, the Secretary of Health and Human Services, the Comptroller General,
or their authorized representatives to inspect this order and Seller’s records, books and
other documents necessary to certify the costs covered in this order. Further, Seller shall
insert the substance of this paragraph in any subcontract it may enter into to fulfill it’s
obligation due under this order. (l) that it will comply with all applicable provisions of
Executive Order 11246, and Executive Order 11375, as amended, which requirements are
incorporated herein by reference the Vietnam Era Veterans Readjustment Act of 1974,
Executive Order 11701; the Rehabilitation Act of 1973, Executive Order 11758, and the
rules, regulations, and relevant orders of the Secretary of Labor. (m) that it does not
maintain or provide for its employees any segregated facilities are maintained. Seller
agrees that a breach of the Section is a violation of the Equal Opportunity Clause,
Paragraph 9 (n) that it does not discriminate on the basis of religion, race, creed, national
origin, sex, age or handicap and will comply with all applicable Equal Opportunity
requirements.
(11) INDEMNITY AND INSURANCE: (a) Seller shall defend, indemnify and hold harmless
HFHS, its employees, customers, patients, and users of the Articles from and against any
claim, loss, damage or expense arising out of the purchase and/or use of the Articles
purchased hereunder and/or arising out of Seller’s (or its subcontractor’s) work or
performance hereunder and shall procure and maintain liability insurance, with contractual
liability coverage, with minimum limits of $250,000/$1,000,000/$100,000 or with such higher
limits as HFHS shall reasonably request. Seller shall on or before delivery of the Articles
purchased hereunder, furnish to HFHS a Certificate of Insurance evidencing the foregoing
coverage’s and limits. (b) Seller shall defend, indemnify and hold harmless HFHS from and
against the assessment by any third party of any liquidated damages or proven actual
damages arising out of the failure of Seller to timely deliver the Articles purchased
hereunder. (c) Seller shall defend, indemnify and hold harmless HFHS, its employees,
customers and users of the Articles from and against any claim loss (including the cost of
any Articles lost by libel, condemnation or voluntary recall), damage or expense arising out
of any claim or filing by the United States of America or any state or local government or
any agency or instrumentality thereof that the Articles are not as herein guaranteed and
warranted.
(12) ASSIGNMENT: Seller shall not assign this order of any interest herein, including any
performance or any amount which may be due or may become due hereunder, without
HFHS prior written consent.
(13) SUBCONTRACTING: If any Articles are to be made to HFHS design, all subcontracting
by Seller with respect thereto shall be subject to HFHS’s written approval.
(14) ADVERTISING: Seller shall not advertise or publish the fact that HFHS has placed this
order without HFHS’s prior written consent except as may be necessary to comply with a
proper Request for Proposal from an authorized representative of any governmental unit or
agency.
(15) CONTROLLING LAWS: This order and the performance of the parties hereunder shall
be controlled and governed by the law of the State of Michigan.
(16) NOTICE OF LABOR DISPUTES: Whenever an actual or potential labor dispute is
delaying or threatens to delay the timely performance of this order, Seller shall immediately
give notice thereof, including all relevant information with respect thereto, to HFHS. Seller
shall insert the substance of this paragraph in any subcontract hereunder so that each such
subcontract shall provide that in the event its timely performance is delayed or threatened
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by delay by any actual or potential labor dispute, the subcontractor shall immediately notify
Seller or all relevant information with respect to such dispute.
(17) DELAYS: Seller will not be liable for damages caused by delays in delivery due to acts
of God or the public enemy, acts of the government, fires, floods, quarantine restrictions,
freight embargoes or other causes not involving Seller’s fault or negligence and, unless the
materials or supplies or work to be furnished under a subcontract are procurable in the open
market delays of a subcontractor due to such causes, provided that Seller notifies HFHS
within five days after such delays become apparent. If the delays exceed thirty (30) days,
HFHS may terminate this Agreement and shall receive from Seller, an immediate refund of
all payments made to Seller by HFHS under this order.
(18) TRADEMARKS: HFHS warrants that all of the trademarks HFHS requests Seller to affix
to the Articles purchased are those owned by HFHS and it is understood Seller shall not
acquire or claim any rights, title or interest therein, or use any of such trademarks on any
Articles produced for itself or any one other than HFHS.
(19) TAXES: HFHS will not pay Seller any State or Local Sales, Use or similar tax unless
separately stated and itemized herein, or any Federal Excise Tax, unless included in the
prices stated herein and Seller agrees that, except, as otherwise provided herein, all such
taxes, which at the date of this order Seller is required by law to collect from HFHS are so
included or separately stated and itemized herein. Seller further agrees that the prices
stated herein do not, and the amounts invoiced hereunder will not, include any tax with
respect to which exemption is available or indicated by HFHS herein or otherwise, or any
Federal Excise tax with respect to which HFHS has furnished an applicable exemption
certificate. If, after the date of this order, and prior to date of shipment, any taxes charged
to HFHS herein (whether separately stated and itemized or included in the prices stated
herein) are increased or Seller is relieved in whole or in part of the burden of said taxes, the
prices (or taxes if separately stated) shall be correspondingly increased or reduced.
(20) RISK OF LOSS: Risk of loss or damage to the Articles shall be on Seller until said
Articles have been delivered to and accepted by HFHS notwithstanding any other terms
contained herein.
(21) ACCEPTANCE BY HFHS: All Articles will be received by HFHS subject to its right of
inspection and rejection. HFHS shall be allowed a reasonable period of time to inspect and
test the Articles and to notify Seller of any nonconformance with the terms and conditions of
this order. HFHS may reject any Articles, which do not conform to the terms and conditions
of this order. Articles so rejected may be returned to Seller or held by HFHS at Seller’s risk
and expense. Upon rejection of the Articles by HFHS, Seller shall immediately send all
payments made to Seller by HFHS under this Agreement.
(22) GENERAL: All warranties shall be construed as conditions as well as warranties. No
waiver of a breach or any provision of this order shall constitute a waiver of any other
breach or provision. No modification or change in, or departure from or waiver of the
provisions of this order shall be valid or binding unless approved by HFHS in writing. The
invalidity or unenforceability of any particular provision of this order shall not affect the other
provisions hereof, and this order shall be construed in all respects as if such invalid or
unenforceable provision was omitted. This order shall constitute the entire agreement
between the parties.
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Attachment 3 (IF REQUIRED BECAUSE OF VENDOR ACCESS TO PHI)
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