Table of Contents
I.
Description of Organization
II.
Standard Bid Instructions
III.
How to Submit Questions
IV.
Tasting Menu Taste Test
V.
Certification
VI.
Minimum Requirements & Evaluation Criteria
VII.
Scope of Work
VIII.
Specifications & Price Submittal (See attached 09-160213-TK Spreadsheet)
(A) General Questions
(B) Full Service Event Catering I
(C) Full Service Event Catering II
(D) Alternative Catering
IX.
References (See attached 09-160213-TK Spreadsheet)
X.
Vendor Data Security and Confidentiality Agreement
XI.
Patient Confidentiality Agreement
XII.
HIPAA
XIII.
PO Terms & Conditions
I. Description of Organization
The Ohio State University Medical Center
As one of the largest and most diverse academic medical centers in the country, The Ohio State University Medical Center includes the
College of Medicine and Public Health and The Ohio State University Health System.
The College of Medicine and Public Health includes the School of Allied Medical Professions and the School of Biomedical Science.
The Ohio State University Health System includes University Hospital, The Arthur G. James Cancer Hospital and Richard J. Solove
Research Institute, University Hospital East, OSU Harding, the Dorothy M. Davis Heart and Lung Research Institute, a federally
designated Comprehensive Cancer Center, a network of more than 30 physician offices located throughout central Ohio, and the
Richard M. Ross Heart Hospital.
The Ohio State University Health System is a tertiary referral center licensed for 1,072 beds that serve patients throughout Central
Ohio and is progressive provider of the latest in health care treatments and procedures. The Ohio State University Health System
employs 9,336 employees.
The Ohio State University Medical Center has consistently been named one of America’s best hospitals by U.S. News & World Report
magazine. Also, in the nationally acclaimed directory of “Best Doctors in America,” 145 of the 182 central Ohio doctors on the list are
affiliated with OSU Medical Center. In addition, the Medical Center is widely recognized for programs in heart care, cancer,
orthopedics, organ transplantation, rehabilitation, women’s services and neurosciences.
The Medical Center’s College of Medicine has consistently ranked among the top colleges according to U.S. News & World Report’s
listing of Best Graduate Schools. The College is known for its curricular innovation and world-renowned faculty. The medical school
receives nearly 4,000 applications but selects only 210 students for admission annually. Approximately 520 residents and fellows
participate in more than 60 Ohio State residency programs.
For more information on The Ohio State University Medical Center go to:
www.medicalcenter.osu.edu
II. Standard Bid Instructions and Information
Bidders are cautioned to read this entire document carefully and to prepare and submit their response providing all requested information in accordance with the
terms and conditions set forth herein. To be considered, bidders must submit a complete bid response. The bid must be dated, signed by an official authorized to
bind the bidder to the terms of the bid response and submitted to the Purchasing Department in accordance with the terms and conditions of this request for
quotation. Proposals that deviate from the required format and content without permission will not be considered.
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Bid Submittal: Bidders may submit bids via hand delivery or mail.
Bidders may not submit bids via email or facsimile. Receipt of the
bid response by the University mail system does not constitute receipt
by Purchasing. Bids received after the closing date and time will not be
considered. Requests for extension of closing date and time will not be
granted unless the University determines, at its sole discretion, that the
original due date appears impractical. Notice of any extension will be
provided in writing to all bidders.
Signature Required: The original bid cover sheet and Supplier
certification form must be signed and completed by the bidder
submitting the bid response. Failure to sign the bid response or submit
a signed certification may disqualify your bid. Any bid, which does not
include prices, terms, F.O.B. point, the inquiry number, date and a
realistic delivery promise, may be considered an incomplete bid.
Non-Discrimination: In submitting its bid or performing which results
from an award by the University, the successful bidder agrees not to
discriminate against any employee or applicant for employment with
respect to hire, tenure, terms, conditions or privileges of employment or
any matter directly or indirectly related to employment because of race,
color, creed, religion, sexual orientation, national origin, sex, age,
handicap or Vietnam era veteran status. The successful bidder further
agrees that every sub-contract for parts and/or service for any ensuing
order will contain a provision requiring non-discrimination in
employment as specified above. This covenant is required pursuant to
Executive Order 11246, Laws and Regulations of the State of Ohio and
policy of The Ohio State University. Any breach thereof may be
regarded as material breach of contract or purchase order.
Specifications: A quotation is requested on the materials and/or
services specified. Instructions, manufacturer’s model of catalogue
numbers, etc., where shown herein, are for descriptive purposes only
and to guide the bidder in interpretation of the quality, design and
performance desired, and shall not be construed to exclude quotations
offering other types of material or service unless otherwise noted. If the
description of your offer differs in any way, you must give complete
detailed description of your quotation including pictures and literature
where applicable. Unless specific exception is made, assumption will
be that you are bidding exactly as specified on this price inquiry.
Pricing: ALL PRICES MUST BE FIRM and in compliance with bid
specifications. Please review your bid carefully, since it may not be
corrected after the bid closing date. Any agreement or purchase orders
resulting from this inquiry shall require the successful bidder to adhere
to all specified conditions. Failure by the bidder to meet delivery
schedules: to deliver within a reasonable time, as interpreted solely by
the buyer; to make replacement of rejected articles; or any other failure
to perform in accordance with the terms and conditions of the inquiry
and resultant agreement shall allow the buyer, at its sole discretion, to
rescind or cancel the agreement and purchase in the open market
articles or services of comparable grade to replace those rejected or
not delivered. Bidder agrees to reimburse the University for any
expense incurred in excess of the original contract price on all such
purchases.
University Rights: University reserves the right to reject all, some, or
none of the received bids and to waive informalities contained in bids,
which are not inconsistent with law. The University may also waive any
minor defects in the bid.
Evaluation: If an award of contract is made, the bidder whose bid is
the lowest responsive and responsible will be accepted. Factors which
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may determine the award are detailed more fully in the specifications,
including but not limited to: the bid’s responsiveness to all
specifications in the inquiry; quality of the bidder’s products or services;
bidder’s ability to perform the contract; and bidder’s general
responsibility as evidenced by past performance.
All proposals will be evaluated for Minority Business (MBE) Certification
with the State of Ohio. If a bidder(s) are determined to be responsive,
responsible and qualified in the technical evaluation of the specification,
then a minimum of 15% of the aggregate award will be awarded the
MBE bidder(s).
Award: Unless the bidder states otherwise, the buyer reserves the
right to award by items, groups of items, or as a whole, whichever is
deemed most advantageous to the University. Award shall be made to
the most responsive and responsible bidder whose proposal is
determined to be the best overall value to The OSUMC, taking into
consideration all of the evaluation factors set forth in the solicitation.
Price, although a primary consideration, will not be the sole determining
factor.
Freight Terms: All prices quoted are to be F.O.B. Destination. Unless
clearly stated otherwise by the bidder, prices quoted shall include all
charges for transportation, packaging, and crate containers, etc.,
necessary to complete delivery on a F.O.B Destination basis.
Sales Tax: The Ohio State University, as an instrumentality of the
State of Ohio, is exempt from Ohio sales tax and Federal excise tax,
including Federal transportation tax. The University Purchasing
Department upon request will furnish an exemption certificate.
Invoicing: If you are the award recipient, your invoice must match the
resultant purchase order on a line-by-line basis. The invoice must be
identical in terms of cost; units specified; quantity ordered; and item
descriptions. Unless specifically exempted, unit prices must be entered
and item total extended on each invoice.
Cash Discount: Cash discounts detailed on the bid inquiry description
will be accepted and the University will endeavor to use same.
Discounts will be considered in computing the net figure of your
quotation for award decisions. Requests for plus discount for nonpayment of invoice beyond due date will become a consideration in bid
awards.
Samples: Any samples required for award evaluation must be
furnished as requested, free of any expense. Samples will not be
returned to the bidder. Requested or necessary samples become the
property of The Ohio Sate University.
Compliance: Bidder warrants that both in submission of it’s bid
performance of any resultant purchase order of contract, bidder will
comply with all applicable Federal, state, local, and University laws,
regulations, rules, or ordinances.
Advertising: No bidder providing products or services to the
University shall appropriate or make use of the University’s name or
other identifying marks or property in its advertising without prior written
consent of the University’s Office of Trademark and Licensing.
No Findings for Recovery: Bidder warrants that it is not subject to an
“unresolved” finding for recovery under Ohio Revised Code Section
9.24. Bidder further agrees that if this warranty is deemed to be false,
the resulting Purchase order from this Bid shall be void ab initio as
between the parties and the Bidder must immediately repay to the
University any funds paid under Purchase Order, or an action for
recovery may be immediately commenced by University for the
recovery of said funds
Proprietary Information: All evaluation criteria for bids is nonproprietary and subject to public disclosure after contract award. All
bids, except for items reasonably identified by the bidder as trade
secrets or proprietary information, are subject to public disclosure
under Ohio Revised Code Section 149.43. Bidder shall be solely
responsible for protecting its own trade secret or proprietary
information, and will be responsible for all costs associated with
protecting this information from disclosure. University shall keep one
(1) copy of the bid in accordance with its records retention schedule.
Respondents may not mark their entire response confidential.
17a) Per the Ohio Uniform Trade Secrets Act, a trade secret is defined
as: "Trade secret" means information, including the whole or any
portion or phase of any scientific or technical information, design,
process, procedure, formula, pattern, compilation, program, device,
method, technique, or improvement, or any business information or
plans, financial information, or listing of names, addresses, or
telephone numbers, that satisfies both of the following: (1) It derives
independent economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its
Note:
disclosure or use. (2) It is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy.
18. Rejection of Bid: OSUMC reserves the right to accept or reject any
and all proposals. All answers supplied to questions asked in this BID
INQUIRY are subject to verification. Misleading and inaccurate
answers will be grounds for disqualification at any stage in the
evaluation and procurement process.
19. Incorporation into Contract: The bid inquiry and the awarded
bidder’s response to the bid inquiry may be incorporated into the
contract document at the discretion of OSUMC
20. Employees: In compliance with the Ohio Revised Code Section
2921.42, the successful bidder shall not be permitted to utilize any
current employees of The Ohio State University in fulfillment of this
agreement. If the University determines that the successful bidder in
fulfillment of the successful bidder’s obligations is utilizing any of its
current employees under the ensuing agreement, the University may
terminate the ensuing agreement without penalty.
The provisions of this form are based upon University regulations and Federal regulations.
III. How to Submit Questions
Every attempt will be made to promptly answer all inquiries from
each vendor. Each bidder understands and agrees that they
have a duty to inquire about and clarify any element of the Bid
Inquiry that the vendor does not fully understand or believes
may be interpreted in more than one way. Each bidder further
understands that they have an obligation to explain and clarify
any and all conditions imposed on or included in its responses
to the Bid Inquiry. The bidder is encouraged to seek further
information and clarification throughout the submission process.
The bidder may only direct questions to the purchasing contact
listed. Any bidder that initially contacts other OSUMC personnel
directly, in person, in writing, or by telephone, without previous
notification and approval, will be disqualified from consideration.
Bidders that are currently doing business with the institution
must limit their contacts to those necessary to support existing
operations. Questions need to be submitted in writing by e-mail
to
Teresa Kahlig at Teresa.Kahlig@osumc.edu no later than
November 5, 2008 at 3:00 p.m. EST. Responses to
appropriate questions will be posted as an amendment to
the bid inquiry no later than seven business days after the
question due date. Electronic notification of the
amendment will be emailed to suppliers registered on the
website. The bidder should be aware that all appropriate
questions and the respective answers are shared with
competing bidders at the discretion of The OSUMC.
IV. Tasting Menu Taste Test
The Ohio State University Medical Center, at their discretion, reserves the right to request a Tasting Menu from
any or all bidders to during the months of November 2008-December 2008.
The requested bidder will deliver designated sample items to various locations as needed. Both The Ohio
State University Medical Center and The Ohio State University will be included in the evaluation. Information
regarding this Taste Test will be communicated at a later date.
V. Certification
OSU Certification Form
Please check the appropriate box(s) as applicable to the bidder. Failure to complete this form with requested information concerning any of the representations cited
below may result in the disqualification of your bid submittal. The University, at its discretion, may disqualify your bid if any such representations are deemed untrue,
inaccurate or if any such employment/affiliation creates a potential conflict of interest.
A.
Minority Business Enterprise (MBE) - The Bidder  is  is not a State of Ohio Certified MBE supplier
(ORC 122.71). See http://das.ohio.gov/eod/eodmbeoff.htm to verify MBE status.
B.
Encouraging Diversity Growth and Equity (EDGE) – The Bidder  is  is not a State of Ohio Certified EDGE
supplier (ORC 123.152). See http://das.ohio.gov/eod/Edge/Index.htm to verify EDGE status.
C.
Domestic Preference (Buy America) - The products(s)  are  are not produced or mined in the United States
of America, its possessions, or Puerto Rico.
D.
Ohio Preference (Buy Ohio)
1.
The product(s) being offered are raised, grown, produced, mined or manufactured in Ohio.
 Yes (No further response is required)
 No (Go to Question D2)
2.
The Bidder has a Significant Economic Presence within the state of Ohio.
 Yes (Answer a, b, c, below)
 No
a. Do you have ten or more employees based in Ohio, or seventy-five percent or more of your employees based
in Ohio?  Yes  No
b. Have you paid the required taxes due the state of Ohio?  Yes  No
c. Are you registered with the Secretary of State?
 Yes (Charter/Registration No.: ____________________________)  No
3.
The Bidder is considered a “Border State” Bidder (Indiana, Kentucky, Michigan, New York and Pennsylvania),
offering product(s) produced or mined in the border state.
 Yes
 No
E.
No Findings for Recovery – The bidder warrants that it  is  is not subject to an “unresolved” finding for
recovery under Ohio Revised Code Section 9.24.
F.
Conflict of Interest
 The Bidder certifies that none of the company’s directors or principal officers are employed by or
affiliated with The Ohio State University.
 The Bidder certifies that the name(s)/title(s) of the Bidder’s directors or principal officers employed by or
be affiliated with The Ohio State University are listed below:
Name (print)
Title (print)
Name (print)
Title (print)
Bidder certifies that the above information is true to the best of his/her knowledge.
Signed:
Title:
Company:
Federal Tax I.D. Number
Note: The provisions of this form are based upon University and Federal regulations and the requirement of the Ohio Revised Code.
VI. Minimum Requirements and Evaluation Criteria
This Bid Inquiry or Request for Proposal (RFP) contains the minimum requirements that the
proposing suppliers must satisfy in order to be eligible for evaluation. Any bidder that fails to
meet the minimum requirements will be disqualified from consideration.
Minimum requirements:
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No delivery minimum
No deposit required
No delivery charges
No pick up charge
No tip required
Evaluation Criteria:
The basis for evaluation will include, but not be limited to, the following criteria:
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Adherence to bid specs and the quality of response
Price (favorable rates)
Tasting menu (quality of food)
Menus and event pictures (when applicable)
Demonstrated market presence
References
VII. Scope of Work
Catering Services (Includes full service event catering and alternative catering)
The Ohio State University Medical Center (“OSUMC”) and The Ohio State University (“OSU”) are
seeking an array of qualified firms to provide catering services for their various departments.
Service will include full service event catering as well as alternative catering.
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OSUMC’s catering expenditure for fiscal year 2008 exceeded $750,000.00.
OSU’s catering expenditure for fiscal year 2008 exceeded $7,000,000.00.
This bid supersedes contracts M00802 (full service event catering) and M00830 (alternative catering).
VIII. Specifications & Price Submittal
The OSUMC requests that these instructions are adhered to as closely as possible. Vendors will be evaluated
based upon clarity and detail provided in responses. It is highly recommended that the vendor arrange all
responses in the order they appear in the bid inquiry or RFP. Bidders are encouraged to respond to all
specifications within this RFP. If a bidder is unable to comply with a specification their non-compliance should
be documented with “No Bid”.
I.
TABLE
Bidder is required to submit their responses and pricing in the Excel spreadsheets attached. At the
discretion of The OSUMC bid responses submitted in any other format may be disqualified.
See table instructions located at the top of each tab:
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II.
General Questions tab
Full Service Event Catering I tab
Full Service Event Catering II tab
Alternative Catering tab
ADDITONAL MATERIALS
Bidder is required to submit the following materials:
Full Service Event Catering menu:

Copy of your Standard Menu for Continental Breakfast, Plate Breakfast, Buffet
Breakfast, Box Lunch, Deli Tray Lunch, Plate Hot/Cold Lunch, Plate Hot, Dinner, Buffet
Dinner, Hors d'Oeuvre

Provide photographs of three formal events displaying tablescapes provided to the three
references you have listed in this bid. (See section XIII)
Alternative Catering:

Copy of standard menu for the following: PIzza, Sandwiches, Wings, Salads, Beverages.

Three references (see Section IX.)
IX. References (See 09-160213-TK Spreadsheet)
X. Vendor Data Security and Confidentiality Agreement
The Ohio State University Health System (OSUMC) has data contained within its various Information Systems. This data includes, but is not limited to, patient
demographics, patient medical information, patient medical insurance and third party payor information, and OSUMC financial information.
OSUMC is willing to allow vendors access to such information, subject to the following conditions:
1. Vendor hereby acknowledges that all information from OSUMC’s
Information Systems is confidential and the property of OSUMC. The
Vendor shall cause its employees to keep absolutely secret and
confidential and not disclose or release to any other person or entity
any of the information of OSUMC’s Information System.
2. Vendor agrees to access and use information obtained from
OSUMC’s Information Systems only for the purpose(s) for which the
vendor is granted permission to access such information. The Vendor
agrees not to access, use, share or disclose any information obtained
from the OSUMC’s Information Systems to any third party, other than
employees or agents of the Vendor, without the prior written permission
of OSUMC. The vendor and its employees shall maintain the necessary
security arrangements to prevent the unauthorized disclosure of
OSUMC’s information received or accessed in any form.
3.
Both parties agree that any breach of the
confidentiality obligations of this agreement will result in irreparable
damage for which there is no adequate remedy at law. Therefore, it is
agreed that OSUMC shall be entitled to equitable relief, including an
injunction enjoining any such breach by any court of competent
jurisdiction. Such injunction shall be without prejudice to any other right
or remedy to which OSUMC may be entitled, including damages.
Vendor hereby agrees to defend, indemnify and hold OSUMC, its
officers, agents, and employees harmless from any and all claims,
suits, demands, awards and judgments for personal or bodily injury
resulting from any disclosure of information by Vendor or by Vendor’s
agents or employees to any third party in violation of the terms of this
Agreement. The terms of this paragraph shall survive termination of
this Agreement.
4.
Either party may terminate this Agreement and
access to OSUMC’s Information Systems upon five (5) days prior
written notice of one party to the other. Vendor agrees that OSUMC
may immediately terminate this Agreement and deny Vendor access to
OSUMC’s Information Systems without notice whenever OSUMC, in its
sole opinion, has determined that Vendor, its agents, or employees has
violated any of the provisions of this Agreement. In the event of such
termination, Vendor agrees that OSUMC shall not be liable to Vendor
for any damages resulting from Vendor’s inability to access information
within OSUMC Information Systems.
5.
The obligation to maintain the confidentiality of the
information survives the termination of this agreement. Upon
termination of this agreement, all information accessed shall either be
returned to OSUMC or destroyed.
6. Vendor agrees that OSUMC does not guarantee to Vendor the
accuracy of any data contained in OSUMC information systems.
If either party becomes legally compelled by law, process or order of
any court or governmental agency to disclose any confidential
information, that party shall notify the other so that it may seek a
protective
order
or
take
other
appropriate
action.
XI. Patient Confidentiality Agreement
It is the policy of THE OHIO STATE UNIVERSITY MEDICAL CENTER , that
all employees are to respect and maintain confidentiality in all discussions,
deliberations and any other communications of information made known in
the course of their work. Employees have both a legal and ethical duty not
to reveal confidential communications concerning THE OHIO STATE
UNIVERSITY MEDICAL CENTER, patient medical records and billing
documents
It is the responsibility of all employees to refrain from discussion regarding
information and THE OHIO STATE UNIVERSITY MEDICAL CENTER in
business places, i.e. elevators and lobby areas. This information should not
be discussed with anyone unless it pertains directly to their job, and then the
discussion should be away from public areas. Confidential information should
never be discussed with persons outside of THE OHIO STATE UNIVERSITY
MEDICAL CENTER including your own family. Conversations regarding
patient accounts or information sensitive to THE OHIO STATE UNIVERSITY
MEDICAL CENTER in elevators, public areas of the building, etc. are
considered a breach of confidentiality.
Information generated through contact between patients and health care
providers is privileged and confidential. This privilege extends to all forms
and formats in which information is maintained and stored, and requires the
patient's knowledge and consent prior to any disclosure.
XII. HIPAA
Supplier acknowledges and agrees that all Patient Identifiable Information,
(Protected Health Information or “PHI”), as defined in the 1996 Health
Insurance Portability and Accountability Act and the Standards for Privacy of
Individually Identifiable Health Information at 45 C.F.R. Part 160 and Part
164, (the “Privacy Rule”) and other rules issued pursuant thereto (collectively
hereinafter referred to as “HIPAA”), provided to Supplier by OSUMC is
confidential and the property of the OSUMC without regard to medium of
storage or method of transmission of such information. Supplier agrees to
keep all PHI confidential. Capitalized terms not otherwise defined in this
Agreement shall have the meanings given to them in the Privacy Rule.
Except as otherwise limited in this Agreement, Supplier may use or disclose
PHI necessary to perform functions, activities, or services for, or on behalf of,
OSUMC as specified in Agreement or for the proper management and
administration of Supplier, provided that such use or disclosure would not
violate the Privacy Rule if done by OSUMC or the minimum necessary
policies and procedures of the OSUMC. Supplier agrees to make requests
only for such information that is the minimum necessary to perform the
required function of the Agreement. Supplier agrees that OSUMC may
review the request and deny or restrict such information OSUMC may deem
in its judgment as unnecessary or overbroad.
Supplier agrees to take reasonable steps necessary to protect the security
and confidentiality of PHI so as to enable OSUMC to comply with HIPAA,
and other laws relating to the privacy and security of PHI, which are now in
force or which may hereafter be in force, including, without limitation, the
following actions:
A. Not use or disclose PHI other than as permitted or required by the
Agreement or as required by Law; and
B. Use appropriate safeguards to prevent use or disclosure of the PHI other
than as provided for by this Agreement; and
C. Mitigate, to the extent practicable, any harmful effect that is known to
Supplier of a use or disclosure of PHI
by Supplier in violation of the
requirements of this Agreement; and
D. Promptly report in writing to OSUMC any use or disclosure of the PHI not
provided for by this Agreement of which it becomes aware; and
E. Ensure that any agent, including a subcontractor, to whom it provides PHI
received from, or created or received by Supplier on behalf of OSUMC
agrees to the same restrictions and conditions that apply through this
Agreement to Supplier with respect to such information; and
F. At the request of OSUMC, provide access to PHI in a Designated Record
Set, as directed by OSUMC, to an Individual in order for OSUMC to meet the
requirements under 45 CFR § 164.524; and
G. At the request of OSUMC, make any amendment(s) to PHI in a
Designated Record Set that the OSUMC directs pursuant to 45 CFR §
164.526. If an Individual requests an amendment of PHI directly from
Supplier or its agents or subcontractors, Supplier will notify OSUMC in
writing within five (5) business days. OSUMC shall be responsible for
properly responding to such a request; and
H. Make internal practices, books, and records, including policies and
procedures and PHI, relating to the use and disclosure of PHI received from,
or created or received by Supplier on behalf of, OSUMC available to the
Secretary of the Department of Health and Human Services (the
“Secretary”), in a time and manner or designated by the Secretary, for
purposes of the Secretary determining OSUMC’s compliance with the
Privacy Rule. Supplier shall provide OSUMC with a copy of any PHI that
Supplier provides to the Secretary concurrently with providing such PHI to
the Secretary; and
I. Document such disclosures of PHI and information related to such
disclosures as would be required for OSUMC to respond to a request by an
Individual for an accounting of disclosures of PHI in accordance with 45 CFR
§ 164.528; and
J. Provide to OSUMC, within ten (10) business days of a request by
OSUMC, information
Collected in accordance with Section I above, to permit OSUMC to respond
to a request by an Individual for an accounting of disclosures of PHI in
accordance with 45 CFR § 164.528
K. Upon termination of this Agreement, return or destroy all PHI received
from, or created or received on its behalf of OSUMC, that Supplier still
maintains in any form and retain no copies of such information. This
provision shall apply to PHI that is in the possession of Supplier and any
subcontractors or agents of Supplier. Not withstanding the foregoing, in the
event that Supplier determines that returning or destroying the PHI is
infeasible, Supplier shall provide to OSUMC written notification of the
conditions that make return or destruction infeasible (“Notice of Infeasibility”)
within thirty (30) days of the termination of this Agreement. If OSUMC agrees
with Suppliers determination that return or destruction of the PHI is
infeasible, then it will, within thirty (30) days of the receipt of the Notice of
Infeasibility, so notify Supplier in writing and Supplier shall extend the
protections of this Agreement to such PHI and limit further uses and
disclosures of such PHI to those purposes that make the return or
destruction infeasible, for so long as Supplier maintains such PHI. If OSUMC
does not provide written notice of acceptance of Suppliers determination of
infeasibility then Supplier shall comply with the requirement above to return
or destroy the PHI.
If OSUMC reasonably believes that Supplier has violated a material term of
this Section, OSUMC may terminate this Agreement immediately by giving
Supplier written notice of termination. Alternatively OSUMC may in its sole
discretion provide an opportunity for Supplier to cure the breach or end the
violation and terminate this Agreement if Supplier does not cure the breach
or end the violation within the time specified by OSUMC.
It is the intent of the parties that this Agreement complies with the
requirements of HIPAA. Any ambiguity in this Agreement shall be resolved to
permit OSUMC to comply with the Privacy Rule. If necessary, the parties
agree to use good faith efforts to amend this Agreement from time to time in
order to assure that this Agreement is consistent with HIPAA and regulations
promulgated hereunder. The obligations of the Supplier under this Section
shall survive the expiration or termination of this Agreement
XIII. PURCHASE ORDER TERMS AND CONDITIONS
1.
2.
3.
4.
5.
6.
7.
This offer is subject to immediate acceptance. Unless so accepted,
OSUMC reserves the right to cancel.
This Agreement constitutes the entire agreement between the
parties, unless otherwise specifically noted by PUCHASER.
Each delivery of goods and/or services received by OSUMC from
CONTRACTOR shall be deemed to be upon the terms and
conditions contained in this Agreement. No additional terms may
be added or changed except by written Instrument executed by
OSUMC. CONTRACTOR is deemed to be on notice that OSUMC
objects to any additional or different items and conditions
contained in any acknowledgment, invoice or other communication
from CONTRACTOR, notwithstanding OSUMC’S acceptance or
payment for any delivery of goods and/or services, or any similar
act by OSUMC.
CONTRACTOR expressly warrants that the goods and/or services
covered by this Agreement will conform to the specifications or
other descriptions furnished or specified by OSUMC, and will be of
satisfactory material and quality production, free from defects and
sufficient for the purpose intended. Goods shall be delivered free
from any security interest or other lien, encumbrance or claim of
any third party. These warranties shall survive inspection,
acceptance, passage of title and payment by OSUMC.
All goods and/or services delivered hereunder shall be received to
OSUMC’s inspection and approval, and payment there for shall not
constitute acceptance. All payments are subject to adjustment for
shortage or rejection. All defective or nonconforming goods will be
returned pursuant to CONTRACTOR’s instruction at
CONTRACTOR’S expense. To the extent that a purchase order
requires a series of performances by CONTRACTOR, OSUMC
prospectively reserves the right to cancel the entire remainder of
the Purchase Order if goods and/or services provided early in the
term of the Agreement are non-conforming or otherwise rejected
by OSUMC. Failure of OSUMC to act immediately in response to
a breach of this Agreement by CONTRACTOR shall not constitute
a waiver of breach.
Equal Employment Opportunity In fulfilling the terms of this
Agreement, CONTRACTOR agrees that it will not discriminate
against any employee or applicant for employment with respect to
hire, tenure, terms, conditions or privileges of employment, or any
matter directly or indirectly related to employment, because of
race, color, religion, national origin, ancestry, sex, sexual
preference, handicap or Vietnam veteran-era status. This
covenant is required pursuant to federal laws and regulations,
including Executive Order 11246, State of Ohio laws and
regulations, and policy of OSUMC. Any breach of this provision
may be regarded by OSUMC as a material and substantial breach
of the contract arising from this Agreement.
Advertising No CONTRACTOR providing good and/or services to
OSUMC shall advertise the fact that it has contracted with OSUMC
for goods and/or services, or appropriate or make use of
OSUMC’S name or other identifying marks or property without the
prior written consent of OSUMC’S Office of Trademark and
Licensing.
Freight Terms and Deliveries: All goods are FOB destination and
must be suitably packed and prepared to secure the lowest
transportation rates and to comply with all carrier regulations. No
charges will be paid by OSUMC for packing, crating or cartage
unless otherwise specifically stated in this Purchase Order.
Unless otherwise provided in Purchase Order, no invoices shall be
issued nor payments made prior to delivery. Unless freight and
other charges are itemized, any discount will be taken on the full
amount of invoice. All shipments of goods scheduled on the same
day via the same route must be consolidated. Each shipping
container must be consecutively numbered and marked to show
this Purchase Order number. The container and Purchase Order
numbers must be indicated on bill of lading. Packing slips must
show Purchase Order number and must be included on each
package of LCL shipments and/or with each carload of equipment.
OSUMC reserves the right to refuse or return any shipment or
equipment at CONTRACTOR’S expense that is not marked with
Purchase Order numbers, CONTRACTOR agrees to declare to the
carrier the value of any shipment made under this Purchase Order
and the full invoice value of such shipment.
8. Indemnity CONTRACTOR shall indemnify and hold harmless
OSUMC from any and all claims, including claims of negligence,
costs and expenses, including but not limited to attorneys’ fees,
arising from, caused by or related to the injury or death of any
person (including but not limited to employees and agents of
CONTRACTOR in the performance of their duties or otherwise), or
damage to property (including property of OSUMC or other
persons), which arise out of or are incident to the goods and/or
services to be provided hereunder. Nothing herein shall require
Indemnification as to any claims against OSUMC arising from
under the Ohio Workers’ Compensation law, unless the claim
arises out of services performed by CONTRACTOR’S employees
on University property.
9. Contractors Warranty 9.1 CONTRACTOR represents and
warrants that all goods and/or services performed under this
Agreement are: a) In compliance with applicable laws; b) do not
infringe any patent, trademark copyright or trade secret; and c) do
not constitute unfair competition. 9.2 CONTRACTOR shall
indemnify and hold harmless OSUMC from and against any and all
claims, including claims of negligence, costs and expense,
including but not limited to attorneys’ fees, which arise from any
claim, suit or proceeding alleging that OSUMC’S use of the goods
and/or services provided under this Agreement are inconsistent
with CONTRACTOR’S representations and warranties in section
9.1. CONTRACTOR’S defense of any claim shall be subject to the
Ohio Attorney General’s right to appoint counsel and approve
settlement. 9.3 If any claim which arises from CONTRACTOR’S
breach of section 9.1 has occurred, or is likely to occur,
CONTRACTOR may, at OSUMC’S option, procure for OSUMC the
right to continue using the goods or services, or replace or modify
the goods or services so that they become non-infringing (without
any material degradation in performance, quality, functionality or
additional coast to OSUMC).
10. Time of Delivery Time for delivery of goods or performance of
services under this Agreement is of the essence. Failure of
CONTRACTOR to meet delivery schedules or deliver within a
reasonable time, as interpreted by OSUMC alone, shall entitle
OSUMC to seek all remedies available to it at law or in equity.
CONTRACTOR agrees to reimburse OSUMC for any expenses
incurred in enforcing its rights. CONTRACTOR further agrees that
undiscovered delivery of nonconforming goods and/or services is
not a waiver of the OSUMC’S right to insist upon further
compliance with all specifications.
11. Changes OSUMC may at any time and by written notice make
changes to drawings and specifications, shipping instructions,
quantities and delivery schedules within the general scope of this
Agreement. Should any such change increase or decrease the
cost of, or the time required for performance of the Agreement, an
equitable adjustment in the price and/or delivery schedule will be
negotiated by the OSUMC and CONTRACTOR. Notwithstanding
the foregoing, CONTRACTOR has an affirmative obligation to give
notice if the changes will decrease costs. Any claims for
adjustment by CONTRACTOR must be made within thirty (30)
days from the date the change is ordered or within such additional
period of time as may be agreed upon by the parties.
12. Force Majeure Neither OSUMC nor CONTRACTOR shall be
responsible for any delay or failure in performance resulting from
any cause beyond their control, including, but without limitation to
war, strikes, civil disturbances and acts of God. When
CONTRACTOR has knowledge of any actual or potential force
majeure or other conditions which will delay or threatens to delay
timely performance of this Agreement. CONTRACTOR shall
immediately give notice thereof, including all relevant information
with respects to what steps CONTRACTOR is taking to complete
delivery of the goods and/or services to OSUMC. See additional
Force Majeure Terms
13. Confidentiality CONTRACTOR agrees that it will keep
confidential all information regarding the features of any
equipment, tools, gauges, patterns, designs, drawings,
engineering data or other technical or proprietary information
furnished by OSUMC, and will use such items only in the
production of goods under this Agreement, or any other
Agreements issued by OSUMC. With respect to all information
which Contractor has obtained or hereafter may obtain from
OSUMC or which is developed by Contractor in connection with
the services hereunder (all of such information being referred to
hereinafter as “OSUMC Information”), it is understood that until the
OSUMC Information in question has been disclosed by OSUMC to
the public generally or until OSUMC grants Contractor specific
written approval to deal otherwise with OSUMC Information,
Contractor shall: treat OSUMC Information as confidential; not use
any OSUMC Information except as and to the extent necessary for
the tasks under this Agreement; and not disclose any OSUMC
Information to any third party without prior written approval from
OSUMC not retain any written notes or reports made by
Consultant under this Agreement. This paragraph survives the
termination of this Agreement. Upon the completion or termination
of this or other Agreements, CONTRACTOR shall immediately
return all confidential information to OSUMC or shall make other
disposition of the confidential information as directed by OSUMC.
14. Assignment CONTRACTOR may not assign this Agreement, nor
any money due or to become due without the prior written consent
of the OSUMC. Any assignment made without such consent shall
be deemed void.
15. Taxes Goods and services procured subject to this Agreement are
exempt from Ohio sales tax (Ohio Revised Code Section 5739.02),
and from federal excise tax.
16. Applicable Policies and Law Goods provided pursuant to this
Agreement, and their production and transportation, shall conform
with all applicable laws, including but not limited to the
Occupational Health and Safety Act, the Federal Transportation
Act and the Fair Labor Standards Act, as well as any law or
regulation noted on the face of the Agreement. Compliance.
Services provided pursuant to this Agreement, shall comply with all
applicable federal, state and local laws, regulations and guidelines.
Contractor shall also comply with OSUMCs policies when on
OSUMCs premises and OSUMCs Integrity Program
17. Contractors Warranty “CONTRACTOR represents and warrants
that it is not excluded from participation, has not been convicted of
a criminal offense related to health care, has not arranged or
contracted (by employment or otherwise) with any employee,
contractor or agent who is excluded from participation in any
Federal health care program” as defined in 42 U.S.C. 1320a-7b(f)
to provide items or services hereunder, and that CONTRACTOR is
not otherwise ineligible to participate, in a "Federal health
care program" as defined in or in any other government
payment program. CONTRACTOR further represents and
warrants that no final adverse action, as that term is defined
in 42 U.S.C. Section 1320a-7e(g) has occurred or is pending
or
threatened
against
CONTRACTOR
or
to
CONTRACTOR'S knowledge against any employee,
contractor or agent engaged to provide items or services
under this Agreement. In the event CONTRACTOR is
convicted of a criminal offense related to health care,
excluded from participation, or becomes otherwise ineligible
to participate in any such program during the term,
CONTRACTOR will notify OSUMC in writing within three (3)
days after such an event, and upon the occurrence of such
event, whether or not such notice is given to OSUMC,
OSUMC may immediately terminate this Agreement upon
written notice to CONTRACTOR.”
18. Governing Law This Agreement shall be governed by the
laws of the State of Ohio, without reference to any choice of
laws rules. All notices under this Agreement shall be sent to
the respective addresses on the face page by certified mail,
return receipt requested, by overnight courier service, or by
personal delivery and will be deemed effective upon receipt.
Postage, delivery and other charges shall be paid by the
sender. A party may change its address for notice by written
notice complying with the requirements of this section.