LifeBridge Health, Inc. (“LBH”) is a regional health care organization with facilities in northwest Baltimore City and Baltimore County. LifeBridge Health consists of Sinai Hospital of Baltimore, Northwest Hospital, Levindale Hebrew Geriatric Center and Hospital, LifeBridge Health & Fitness and their subsidiaries and affiliates.
1. Incorporated Terms and Conditions.
The following terms and conditions (the “Terms”) are attached to and made a part of Purchase Order No. ______________. The Purchase Order and these Terms are collectively referred to as the “Agreement." Also attached is a copy of the Contractor’s Quote and Scope of Work (“SOW”) as Exhibit A hereto and incorporated herein by reference.
2. Contractor Invoices.
Upon receipt of a valid purchase order and/or completion of contracted services, Contractor will invoice LBH for any amounts due therein. Contractor’s invoices must contain the relevant Purchase Order number(s) and any invoice that fails to contain such information shall be rejected by LBH. In that event, Contractor will issue a new, corrected invoice to LBH for payment. Invoices containing more than one Purchase Order invoice must be itemized by Purchase Order numbers. Payment by LBH shall be NET sixty (60) days from the date of receipt of Contractor’s invoice. LBH shall have the right to audit all invoices and records related to LBH’s account with Contractor. Contractor shall provide copies of all requested invoices and supportive documentation within ten (10) days of request by LBH. Unacceptable invoices, and invoices that are not true and correct, may, at LBH’s option, be adjusted and paid as adjusted or returned to Contractor for correction and resubmission. No interest, carrying charges or other penalty will be incurred or paid on any disputed or adjusted invoice.
3. Term and Termination.
The Term of this Agreement shall be months, effective , 2011. LBH may terminate this agreement without cause upon sixty (60) days notice. In the event of default of this Agreement, the breaching party shall have thirty (30) days following Notice to Cure from non-breaching party to cure all identified breaches to this Agreement. In the event that breaching party is unable to cure within the thirty (30) days, non-breaching party shall have the right to terminate this Agreement.
LBH represents that it is a tax-exempt corporation under Sections 501(a) and 501(c)(3) of the Internal Revenue Code of the United States, as amended, and under applicable laws of the State of Maryland. A copy of the tax exemption certificate for the appropriate LBH entity, issued by the State of Maryland, will be provided upon request. If services require the purchase of goods and /or equipment to be charged to LBH, Contractor shall take all action required to cause purchase of the Goods and/or Equipment to be treated as tax-exempt transactions, and in no event shall LBH be responsible for any sales, use, property, gross receipts, or similar taxes levied against any party to this Agreement.
5. General Indemnification.
Contractor shall defend, indemnify and hold LBH, and its subsidiaries or affiliates, and their trustees, officers, employees and agents, harmless from any and all loss, lawsuit, liability, damage, cost and expense (including reasonable legal fees) which may arise out of or result from: (i) claims by third persons against LBH that the services provided hereunder caused damage to property or bodily injury (including death); (ii) the willful misconduct or any acts or omissions of Contractor, its agents or employees in connection with this Agreement; (iii) any defect in the Goods and Equipment used in the performance of contracted services, or (iv) any breach or default in the performance of Contractor's obligations. The provisions of this Section 5 shall survive expiration or termination of this Agreement. Contractor's indemnification obligation hereunder shall not apply to the extent that any claim is caused by the negligence or misconduct of LBH.
Contractor shall comply with all applicable federal, state, and local laws, rules, regulations and ordinances, and represents that it shall have obtained all licenses and permits required by law to engage in the activities necessary to perform its obligations under this Agreement. Services may not be performed by persons lacking required credentials, licensure or certification. Contractor must give notice of any limitation, termination, suspension or lapse of necessary credentials, licensure or certification during the term of this Agreement and any extension thereof.
Contractor shall provide service in manner consistent with the policies and procedures of LBH, including but not limited to Contractor screening (including but not limited to health screening, background screening and verification, contractor orientation, annual evaluation of performance and reference checks for each contractor representative providing services to LBH. Contractor shall ensure that all services provided are consistent with the standards of the Joint Commission on Accreditation of Healthcare Organizations and other accrediting bodies, and LBH Medical Staff Bylaws.
7. Safety Standards.
Contractor shall meet all requirements of the Occupational Safety and Health Act (OSHA) and state and federal requirements relating to the nature of the deliverables hereunder. In the event that LBH reasonably determines that any service and/or products and equipment used during service provided under this agreement are a threat to the safety of LBH’s patients, employees or agents, LBH may immediately suspend this Agreement as it applies to the particular services for a period of up to thirty (30) days. If Contractor is unable to address LBH’s reasonable concerns during the thirty (30) days, LBH at LBH’s discretion, may as cancel this Agreement as it applies to the particular services provided hereunder.
8. Contractor’s Warranty.
Contractor warrants that the Work detailed in Exhibit A shall be (a)
free from defects in design (whether latent or patent), workmanship and materials and in conformance with the contract documents; (b)
true, accurate and correct; (c)
in compliance with all applicable laws, licenses and permits; (d)
performed by qualified and professional individual with the highest degree of skill and care which shall be, at a minimum, consistent with applicable industry standards; (e)
fits to serve its intended function as required in the contract documents and merchantable. Contractor warrants full, clear and unrestricted title to all Materials incorporated into the Work, and that all such parts and materials shall be new. Contractor shall assign to LBH any manufacturers’ warranties for parts and materials incorporated into the Work, provided, however, that such assignment shall in no way relieve Contractor of its obligations under this Section 8.
Contractor may not exclude or modify in any manner, the warranties or guaranties provided in this Section. Unless otherwise provided in the Purchase Order, such warranties shall survive delivery and extend for a period of one (1)
year after Final Acceptance or eighteen (18)
months after the date of delivery or performance, whichever occurs first. In the case of Goods replaced or repaired (or Services re-performed) under the foregoing warranty, the warranty period shall begin anew as to such repaired or replaced Goods (or Services re-performed) and continue for the entire warranty period. This warranty shall not in any way limit any standard warranties provided by Seller to its customers generally. Seller will take all steps necessary to pass through any third party warranties provided in connection with the Work.
If any Services or Material do not comply with the foregoing warranties, LBH shall give Contractor notice of such non-compliance, and Contractor shall (at its sole cost and expense) promptly replace or re-perform the nonconforming Services, replace or repair any defective or non-conforming Material, or refund the portion of the Price attributable to such defective Work, at LBH’s option. All costs and expenses associated with access to or repair or replacement of Material, including without limitation, additional legal or engineering expense, “in and out” and salvage costs, transportation costs, testing expenses, and other incidental damages relating thereto shall be paid by Contractor, and LBH may charge Contractor all expenses of unpacking, examining, repacking, and reshipping any non-conforming Material.
“Confidential Information” includes, but is not limited to, the following types of information (whether or not reduced in writing): all documentation discoveries, ideas, concepts, software, designs, drawings, specifications, procedures, policies, clinical data, and patient information. The parties shall hold in confidence any information designated by a party as Confidential Information and will exercise the same degree of care to protect it from disclosure that it uses to protect its own Confidential Information of similar importance. Each party shall only use the other party’s Confidential Information as necessary to perform its obligations hereunder and will return or destroy it at the request of the disclosing party or upon the termination or expiration of this Agreement.
Confidential Information does not include information: (i)
otherwise available from a third party, without any limitations on its use, distribution or disclosure; (ii)
in the public domain; or (iii)
known to the receiving party prior to its disclosure, as evidenced by written records. The parties hereby covenant that they shall not disclose Confidential Information to any third party without prior written authorization of the disclosing party. Contractor further agrees not to disclose or use the name of LBH in any publication or any articles, advertising or publicity without the prior written consent of LBH. The provisions of this Section 8 shall survive expiration or termination of this Agreement.
Contractor shall maintain in full force and effect, at its sole expense, policies of general liability and commercial general liability insurance in the minimum amount of One Million Dollars ($1,000,000) for each claim and Three Million Dollars ($3,000,000) in the aggregate for each policy year to insure LBH, its officers, trustees, employees and agents against any claim or claims for damages resulting, directly or indirectly, from the intentional or negligent acts of Contractor in connection with the performance of its obligations under this Agreement. All such insurance policies shall provide that they will not be canceled without providing at least thirty (30) days prior written notice to LBH. Contractor must provide a copy of certificates of insurance naming LifeBridge Health as an additional insured within ten (10) days of execution of this Agreement.
11. Independent Contractor.
The parties agree that Contractor is an independent contractor. Nothing in this Agreement shall be construed to place LBH and Contractor in a relationship of partner, principal and agent, employer and employee or joint venturers. Contractor shall take no action and make no representation to third parties that would suggest otherwise. Contractor must obtain and maintain such insurance (including but not limited to, Workers’ Compensation and unemployment insurance) as may be required by law and must further comply with all laws applicable to insurance and with all tax laws and other requirements of governmental bodies with respect to income, compensation, withholding applicable to Contractor.
Contractor shall not use subcontractors to fulfill contractual obligations without the prior approval of LBH. Contractor shall be responsible for ensuring that subcontractor is fully aware of requirements of this Agreement, expressly require subcontractor to comply with all terms and conditions of this Agreement. Contractor will be liable for any breach of Agreement or other wrongful act or omission resulting from use of the subcontractor.
Contractor shall not solicit, hire or employ, directly or indirectly, any employee of LBH without the prior written consent of LBH, at any time during the term of this Agreement, any extensions thereof (whether express of by operation of law), or for one (1) year immediately following its termination.
14. No Exclusions/Debarment.
Contractor hereby represents and warrants that Contractor is not and at no time has been sanctioned, debarred, suspended or excluded, or proposed for sanctions, department, suspension or exclusion by any federally funded health care program, including without limitation, Medicare and Medicaid. Contractor hereby agrees to immediately notify LBH of any threatened, proposed or actual sanctions, debarment, suspension or exclusion by or from any federally funded health care program during the term of this Agreement. If at any time after the effective date of this Agreement it is determined that Contract is in breach of this paragraph, this Agreement shall, as of the effective date of such sanction, debarment, suspension, exclusion automatically terminate.
Contractor shall indemnify and hold LBH harmless against all actions, claims, demands and liabilities and against all loss, damage, costs and expended, including reasonable attorney’s fees, arising out of or related to, directly or indirectly: (i)
any breach by Contractor of the representation and warranty of this paragraph, and/or (ii)
the sanction, debarment, suspension or exclusion of Contractor by or from any federally funded health care program.
15. Arms Length Exchange.
Nothing in this Agreement or in connection herein contemplates, requires, shall require or contemplate the referral of any patient or the purchase, order or lease of any item of services from one Party or its affiliate to the other Party or its affiliate, nor shall it be construed as an offer or payment by one Party or its affiliate to the other Party or its affiliate, whether direct of indirect, overt or covert for patient referral or for recommending services
16. Access to Books and Records.
Pursuant to 42 U.S.C. 1395x(1)(I)and 42 C.F.R.§ 420.302, if the value or cost of services rendered to LBH by Contractor or by an organization related to Contractor is Ten Thousand Dollars ($10,000) or more over any twelve (12) month period during the term of this Agreement, Contractor and LBH agree that until the expiration of four (4) years after the furnishing of such services, Contractor and LBH shall, upon written request, make available to the Secretary of the Department of Health and Human Services of the United States (the "Secretary"), the Secretary's duly authorized representative, the Comptroller General, or the Comptroller General's duly authorized representative, such books, documents and records as may be necessary to certify the nature and extent of the costs of such services.
All legal notices and other communications must be in writing and will be considered given upon (i)
delivery by hand or (ii)
one (1) day after delivery by receipted overnight delivery courier, or (iii)
three (3) days after mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the addresses set forth in the Agreement, with an additional copy to LBH at: ATTENTION: Manager, Contract Administration, 2401 W. Belvedere Ave, Baltimore, MD 21215.
18. No Modification
. This Agreement may not be modified except by a written document executed by both parties. Contractor may not assign any of its rights or obligations hereunder without the prior written consent of LBH. The provisions of this Agreement shall be binding upon and inure to the benefit of LBH and Contractor, their respective successors and permitted assigns. All rights, remedies and powers of LBH are irrevocable and cumulative and not alternative or exclusive, and shall be in addition to all other rights, remedies and powers to which it may be entitled at law or in equity. This Agreement may be executed by counterparts or duplicate originals, all of which shall be regarded as one and the same instrument.
19. Construction and Jurisdiction.
This Agreement shall be governed by the laws of the State of Maryland (excepting any conflict of laws or provisions which would serve to defeat application of Maryland substantive law). Each of the parties to this Agreement hereby irrevocably and unconditionally: (i)
consents to submit to the exclusive jurisdiction of the courts of Baltimore County, Maryland for any proceeding arising in connection with this Agreement and each such party agrees not to commence any such proceeding except in such courts, and (ii)
waives any objection to the laying of venue of any such proceeding in the courts of Baltimore County, Maryland. If for any reason venue is not accepted in Baltimore County, the parties irrevocably consent as provided in this Section 18 to the exclusive jurisdiction of the courts of Baltimore County, Maryland.
20. Contractor Full Disclosure.
Contractor shall submit written notification to LBH, and receive approval from LBH’ Purchasing Department, prior to providing LBH with any "Gifts, Services or Consideration”. "Gifts, Services or Consideration" includes, but is not limited to: gifts, gratuities, social entertainment offered or sponsored by the Contractor, samples, consulting and research activities, Contractor-sponsored travel, educational conferences, seminars, other business courtesies and warranties, discounts and any additional items or services not described in the Agreement. "Gifts, Services or Consideration" does not include items valued less than Five Dollars ($5.00) (such as pens, coffee mugs, calendars or other small promotional or novelty items). The written notice is to be sent to the address for legal notices set forth in Section 16 of these Terms.
21. Time of the Essence.
Contractor acknowledges that time is of the essence and agrees to perform the work detailed in Exhibit A within the time specified in Exhibit A. Any failure by LBH to terminate the contract promptly where Contractor does not perform within the time specified shall not constitute a waiver by LBH of its rights to subsequently terminate the contract or suspend the work, or to seek damages for untimely performance.
This Agreement, including these Terms, constitutes the final and complete agreement between the parties and shall supersede all prior or contemporaneous agreements between the parties, whether written or oral, including those terms and conditions, which may be included in a proposal, price quotation or order acknowledgement.
If any portion of this Agreement is held invalid or unenforceable, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part, will remain in full force and effect to the extent it is not held invalid or unenforceable. The invalid or unenforceable provision shall be changed and interpreted so as to best accomplish its intent within the limits of the applicable law.
No waiver of any provision of this Agreement shall constitute a waiver of any other provision of this Agreement, nor shall such waiver constitute a continuing waiver.
Any provisions, which, by their nature are intended to survive the termination or expiration of this Agreement, will survive its termination or expiration, including any warranties.
Contractor certifies that it is in compliance with and agrees to be bound by affirmative action clauses set forth in 41 CFR §60-1.4 (addressing race, sex, color, religion, and national origin), 41 CFR §60-250.4 and 41 CFR §60-250.5 (addressing veteran status), and 41 CFR §60-741.4 and 41 CFR §60-741.5 (addressing disabilities).
THESE TERMS SHALL SUPERSEDE ANY AND ALL TERMS AND CONDITIONS SET FORTH IN CONTRACTOR’S INVOICE OR POLICY OR ANY OTHER AGREEMENT, INCLUDING CONTRACTOR’S PRICE QUOTATION OR PROPOSAL, AND IN THE EVENT OF ANY CONFLICT BETWEEN ANY SUCH TERMS AND CONDITIONS, THESE TERMS SHALL APPLY.