WYCKOFF HEIGHTS MEDICAL CENTER
INPATIENT DIALYSIS SERVICE
REQUEST FOR PROPOSALS FOR ACUTE DIALYSIS SERVICES
1. Purpose of the Request for Proposals; Dates & Deadlines
Wyckoff Heights Medical Center (“WHMC”) is issuing this Request for Proposals (“RFP) to invite interested vendors to submit proposals to provide acute adult inpatient dialysis services (the “Services”), as described more fully in Section 5 of this RFP, 24 hours a day; seven days per week.
October 5, 2012
Questions and Requests for Clarification Answered
Through October 26, 2012
Proposal Due Date
October 31, 2012
Through November 12, 2012
Anticipated Notice of Tentative Award
November 16, 2012
Anticipated Contract Start Date
November 30, 2012
Located in an ethnically diverse residential neighborhood directly on the border of Brooklyn and Queens, Wyckoff Heights Medical Center is a 350-bed teaching hospital. A dedicated staff of 1,800 physicians, nurses and support personnel represent thirty-five distinct languages and cultures.
Wyckoff Heights Medical Center has been providing medical care to the Brooklyn-Queens border community since 1889. In addition to acute inpatient services to 19,000 patients annually, we have 80,000 visits in our Pediatric/Adult Emergency Departments, deliver 2,000 babies, offer outpatient services to thousands at our network of community ambulatory care centers and present extensive community health education and screening programs.
1.2 Designated Contact:
Acting General Counsel
Wyckoff Heights Medical Center
374 Stockholm Street
Brooklyn, New York 11237
2.1 Letter of Intent
Vendors interested in responding to the RFP are encouraged, but not required, to submit a Letter of Intent to Propose to the Designated Contact by October 20, 2012. Letters of Intent to Propose shall be non-binding.
2.2 RFP Questions and Clarifications
All questions or requests for clarification concerning the RFP shall be submitted in writing or via e-mail to the Designated Contact by October 26, 2012. Questions submitted by vendors and all WHMC responses will be distributed to all prospective proposers.
2.3Addenda to RFP
In the event it becomes necessary to revise any part of this RFP or extend any deadline listed herein, WHMC will issue an addendum to the RFP and distribute it to all known prospective proposers.
2.4 Cost of Proposals
Proposers shall not be reimbursed for any costs or expenses incurred in the preparation or submission of proposals or the attendance of RFP conference or interview. All costs associated with a proposer’s response to this RFP shall be borne by the proposer.
2.5 Proposal Format and Content
Proposals should provide a straightforward complete and concise description of the vendor’s capabilities to satisfy the requirements of the RFP. Proposals must state the assumptions made when preparing the proposal. Proposals must include but need not be limited to:
A. Title Page and Table of Contents
A title page states the proposer’s name, and lists the name, address and telephone number of the proposer’s contact person(s).
A table of contents that identifies each numbered section of the proposal according to the proposal format set forth herein.
B. Transmittal Letter.
A transmittal letter, which shall be considered an integral part of the proposal, shall be signed by the individual or individuals authorized to bind the firm contractually. An unsigned proposal may be rejected. The letter shall include the following:
C. Executive Summary.
A concise (no more than one page) summary of key points of the proposal.
D. Proposer’s Background and Experience.
E. Staffing Proposal.
F. Statement of Methodology.
G. Fee Proposal.
H. Conflicts of Interest.
I. Attached Forms.
All proposals must include completed copies of the form annexed hereto as Attachment C.
2.6 Submission of Proposal
Proposers must submit five (5) copies of their proposal, of which three (3) must be redacted to shield the identity of the proposer. Vendor Proposals must be submitted no later than 5:00 PM Eastern Standard Time on October 31, 2012 to the address stated below. Proposals received after this time and date will not be considered. WHMC is not responsible for any internal or external delivery delays that may cause a proposal to arrive at the prescribed address after the deadline.
All proposals shall be enclosed in sealed envelopes or boxes bearing labels that clearly state: (i) the name of the proposer; (ii) the proposer’s address; and (iii) the title of the RFP. Proposals may be delivered by hand, by U.S. mail, or by express mail via a nationally-known overnight service.
Proposals must be submitted to:
Wyckoff Heights Medical Center
374 Stockholm Street
Brooklyn, New York 11237
Attention: Office of the General Counsel
3. Administrative Information
3.1 Method of Award
3.2 Reservation of Rights
WHMC reserves the right to:
3.3 Confidentiality of Proposals
Confidential, trade secret, or proprietary materials must be clearly marked and identified as such upon submission by the proposer. Proposers must provide specific justification as to why disclosure of particular information in the proposal would cause substantial injury to the competitive position of the proposer.
Properly identified information that has been designated confidential, trade secret, or proprietary by the proposer will not be disclosed except as may be required by the Freedom of Information Law or other applicable state or federal laws. In the event that WHMC determines that the law requires that confidential information be disclosed, WHMC will notify the proposer so that it may take whatever steps it deems appropriate.
3.4 Non-Discrimination Policy
It is the policy of WHMC to comply with all federal, state, and local laws, policies, orders, rules and regulations that prohibit unlawful discrimination because of race, creed, color, national origin, sex, sexual orientation, age, disability, or and marital status and WHMC requires its vendors to adhere to such policy.
4.Evaluation Factors for Awards
4.1 Proposal Evaluation
Proposals will be evaluated on a best value basis. Price will not be the sole determining factor and the award of the contract will be based on the combination of cost and technical factors. The ability to perform the requested services is most important in the evaluation proposals.
4.2 Notification of Award
Successful proposer(s) will be advised by the WHMC through a notice of tentative award.
5. Scope of Work
Selected Vendor will be responsible for providing adult inpatient hemodialysis services for as described below (the “Services”). The Services must be made available 24 hours a day; seven days a week. Presently WHMC provides approximately 2800 acute dialysis treatments to between 600 and 700 inpatients per year.
The Services shall include:
5.2 Objectives and Responsibilities
Responsibilities of the contractor include but are not limited to:
1. Maintaining appropriate staffing levels, including RNs and other support to accommodate the needs of the inpatient dialysis program, 24 hours per day, seven days a week, 365 days per year.
2. Ensuring all contracted staff meet the credentialing, continuing education, and performance expectations of the WHMC.
3. Ordering and maintaining adequate supplies necessary to perform dialysis.
4. Supplying and maintaining all dialysis equipment, maintaining logs to substantiate preventative as well as remedial maintenance to meet the standards of WHMC and regulatory requirements.
5. Maintaining compliance with all regulatory requirements applicable to inpatient dialysis services including AAMI standards, CMS, DOH, and Joint Commission requirements.
5. Cooperating with WHMC personnel in case management, discharge planning, patient education,
6. Cooperating with WHMC personnel to effect the requirements of clinical research trials, if requested.
The selected vendor will:
1. Ensure all personnel assigned to WHMC are screened and evaluated consistent with WHMC’s policies and procedures in accordance with CMS, State, and Joint Commission standards;
2. Assist WHMC in providing clinically efficient care in a cost effective manner, ensuring patient safety and satisfaction
3.. Provide monthly dashboard which tracks throughput, outcomes, and patient safety;
4. Provide excellent customer service (timely responses to requests for dialysis, timely cooperation with WHMC administration, appropriate escalation of issues);
5. Ensure all staff provided by the vendor remain competent and appropriately credentialed to render Services at WHMC and provide regular reports to Administration of same;
6. Provide on-site services to effectively manage and coordinate day to day management of acute dialysis services;
7. Devise (in collaboration with Hospital) and maintain a robust QA/PI program, including the collection and reporting of data, as requested by WHMC Administration.
6. Contract Overview
6.1 Contract Provisions
The contract will incorporate provisions of this RFP and portions of the successful proposal to which WHMC agrees. The final contract will also include WHMC Standard Terms and Conditions set forth in Attachment B and WHMC’s Vendor Compliance Policy s as set forth in Attachment C, and any applicable riders or other information deemed appropriate by WHMC. The properly executed contract shall supersede all proposals, whether written or oral, and any and all negotiations, conversations, and discussions prior to execution of the contract.
Final contracts executed pursuant to this RFP shall be subject to WHMC purchasing policies and procedures and the review and approval of WHMC’s Office of General Counsel.
6.2 Term of Contract
The proposed term of any new agreement executed pursuant to this RFP is a period of three years commencing on or about November 30, 2012.
Acceptance of Terms and Conditions
Vendor must acknowledge that it has read the WHMC Standard Terms and Conditions, as set forth in Attachment B, and that it understands and agrees to be bound by the same, with noted exceptions. Vendor must provide a separate document of exceptions, if any, taken to the WHMC Standard Terms and Conditions. Each exception must reference a specific numbered paragraph of the Standard Terms and Conditions. Vendor shall state a proposed alternative to each exception taken when stating that the term or condition is “unacceptable.” Any exceptions to WHMC Standard Terms and Conditions may disqualify a vendor’s proposal.
6.3 Disposition of Proposals
All proposals received by the due date become the property of WHMC and shall not be returned. Any successful proposal may be incorporated into the resulting contract and will become public record. Any proposals received after the due date will be returned to the proposer unopened.
WHMC Standard Terms and Conditions
1.1 Agreement. “Agreement” shall mean the written agreement between WHMC and the successful proposer, if any, awarded a contract to develop and implement the acute adult and pediatric inpatient dialysis services sought by this RFP.
1.2 Services. “Services” shall mean the acute adult inpatient dialysis services as may be offered by Vendor to WHMC as part of a proposal submitted in response to this RFP.
1.3. Vendor Representative. “Vendor Representative” shall mean all employees, Vendors, agents, subcontractors or representatives of Vendor providing Services on behalf of Vendor at any WHMC site.
SERVICES AND PAYMENT
2.1. Services. All Services shall be performed in a manner consistent with the generally recognized standards of persons regularly engaged in providing such services. Vendor warrants to WHMC that any Services performed and any materials used by Vendor in connection with the Services shall be free from defects in workmanship and/or materials and agrees that any damage arising from any breach of this warranty shall promptly be remedied by Vendor at its sole expense.
2.2. Conduct. All Vendor Representatives shall, at all times while present at WHMC facilities, comply with WHMC rules and regulations and the lawful directives of WHMC security personnel and WHMC administration. Vendor Representatives shall, at all times while present at WHMC campus, conduct themselves in accordance with WHMC Policies and Procedures, including the WHMC Code of Conduct. The Vendor shall promptly remove from WHMC facilities any Vendor Representative whose conduct the WHMC reasonably determines to be objectionable.
2.3. Ownership of Records. All records compiled by Vendor in providing and completing the Services, including but not limited to written reports, studies, computer protocols, graphs, charts and all other similar recorded data, shall become and remain the property of WHMC. Vendor may retain copies for its own use, all of which shall be subject to all confidentiality requirements set forth herein.
2.4. Payment Terms. WHMC shall pay all properly submitted and undisputed invoices for the Services within ninety (90) days from the date WHMC receives an invoice. All invoices must reference the Contract and are to be addressed to WHMC, at WHMC address provided in each purchase order, to the Attention of the Accounts Payable Department.
2.5. Interest and Other Charges. Any references in any Vendor quotation, invoice or agreement to interest charges, late fees, restocking fees or cancellation charges shall be excluded from and superseded by the Agreement.
2.6. Taxes. WHMC and its facilities are exempt from local and state sales or use taxes. Upon request, WHMC will furnish evidence of such tax-exemption. WHMC shall not be charged or subject to, and shall not pay, any tax, tariff, duty, cost or expense imposed by any taxing authority outside the United States of America and any such tax, tariff, duty, cost, or expense shall be the sole responsibility of the Vendor.
TERM AND TERMINATION
3.1. Term. The Agreement shall commence on the Effective Date of the Agreement and shall continue for a period of (1) year and shall automatically renew for two (2) one (1) year periods, unless earlier terminated in accordance with this Article III.
3.2. Termination for Cause. Either Vendor or WHMC shall have the right to immediately terminate the Agreement in its entirety in the event of a material breach of the terms of the Agreement by the other party which is not cured within thirty (30) calendar days following receipt of written notice specifying the breach.
3.3. Termination Without Cause. Either Vendor or WHMC shall have the right to terminate the Agreement in its entirety without cause by providing the other Party at least sixty (60) days prior written notice.
3.4. Insolvency. If either Party shall be declared insolvent or shall make an assignment for the benefit of creditors, or if a receiver or trustee shall be appointed of, or for, either Party’s property or business, the Agreement may be terminated, at the other Party’s option, without liability hereunder.
3.5. Remedies. Termination by either Party pursuant to the terms of this Article III, whether for default or otherwise, shall be without prejudice to any claims for damages or other rights against the other Party that arose prior to termination.
3.6. Disruption of Patient Care. Notwithstanding the foregoing or any other Agreement between the Parties, if Vendor terminates the Agreement or any provision hereof and such termination, based on the reasonable, good faith determination of WHMC, would likely result in the disruption of patient care, upon written notice from WHMC as to such likely disruption, Vendor shall continue to provide the Services purchased hereunder and receive compensation, as specified in the Agreement or applicable purchase order and in accordance with Article II hereof, until WHMC has secured an alternate supplier of comparable or substantially similar goods, but in no event shall such continued provision of the Services exceed a period of one hundred and twenty (120) days from Vendor’s receipt of WHMC’s notice.
4.1. Confidentiality. For purposes of this Section 4.1 “Confidential Information” shall mean any and all proprietary information, customer lists, patient information, customer purchasing requirements, prices, trade secrets, know-how, processes, documentation and all other information without limitation which is not generally known to, or readily ascertainable by proper means, by the public or which might reasonably be considered confidential, secret, sensitive, proprietary or private to either the Vendor or WHMC.
4.1.1. In performing their respective obligations under the Agreement, the Vendor and WHMC may come into contact with, be given access to, and, in some instances, contribute to each other’s Confidential Information. In consideration of permitting the Vendor and WHMC to have access to each other’s Confidential Information, during the term of the Agreement, the Vendor and WHMC agree that they will not disclose to any third party any Confidential Information of the other Party, except as provided in Section 4.1.3, without the other Party’s prior written consent. The Vendor and WHMC shall only make the Confidential Information of the other Party available to its employees, auditors, attorneys or other professionals or Vendors hired by such Party in the ordinary course, to the extent that their duties, requirements, or contract for services require such disclosure, and agree to take appropriate action by instruction or agreement with such individuals permitted access to the Confidential Information to satisfy the obligations under this Section.
4.1.2. The provisions of this Section will not apply to information: (i) developed by the receiving Party without use of, or access to, the disclosing Party’s Confidential Information; (ii) that is or becomes publicly known without a breach of the Agreement; (iii) disclosed to the receiving Party by a third party not required to maintain such information confidential; or (iv) that is already known to the receiving Party at the time of disclosure. The provisions of this Section 4.1.2 shall not apply to “Protected Health Information” as that term is defined in the Health Insurance Portability and Accountability Act of 1996 and its related regulations, 45 C.F.R. Parts 160 and 164.
4.1.3. If any law, governmental authority or legal process requires the disclosure of Confidential Information, the subject Party may disclose such information, provided, that, the other Party is notified of the disclosure.
4.2. Disclosure of Protected Health Information (PHI). If the transaction involves any disclosure of PHI to the Vendor, and the Vendor is determined to be a Business Associate (as that term is defined in the Health Insurance Portability and Accountability Act of 1996 and its related regulations, 45 C.F.R. Part 160 and 164), the Vendor will execute a WHMC Business Associate Agreement.
4.3. Business in Confidence. Neither Party shall, without first obtaining the written consent of the other Party, advertise or publish the fact that Vendor has contracted to provide, or that WHMC has contracted to purchase, the Services that are the subject of the Agreement.
4.4. Publicity and Trademarks. Each Party will not, and will cause its affiliates not to, use the name or any trademark or service mark of the other Party or any of its affiliates without the prior written consent of the other Party.
4.5. Financing Statements. The Vendor acknowledges and agrees that the filing of any financing statement under the Uniform Commercial Code in connection with any transaction related to the Agreement is expressly prohibited unless such filing is agreed to in writing by the Chief Financial Officer of WHMC or such filing is for notification purposes with respect to custodial or other arrangements not intended as a secured transaction in which case such financing statements must expressly state: “This financing statement is filed for notice purposes only and the filing thereof shall not be deemed to create, or to constitute evidence of, a security interest under the Uniform Commercial Code.”
4.6. Safe Harbor Discount. Each Party agrees to comply at all times with the regulations issued by the United States Department of Health and Human Services published at 42 C.F.R. Part 1001, and which relate to the Vendor's obligation to report and disclose discounts, rebates, and other reductions to WHMC Services purchased under the Agreement. Where a discount or other reduction in price of the Services is applicable, the Vendor agrees to comply with the requirements of 42 U.S.C. §1320a-7b(b)(3)(a) and the “safe harbor” regulations regarding discounts or other reductions in price set forth at 42 C.F.R. §1001.952(h). In this regard, the Vendor will satisfy any and all requirements imposed on sellers by the safe harbor and WHMC will satisfy any and all requirements imposed on buyers by the safe harbor. Thus, in cases where the Vendor forwards to WHMC an invoice that does not reflect the net cost of the Services to WHMC, the Vendor shall include the following language, or reasonably comparable language, on such invoice: “This invoice does not reflect the net cost of supplies or services to the Medical Center. Any additional discounts or other reductions in price may be reportable under federal regulations at 42 C.F.R. §1001.952(h).” In cases where the Vendor forwards to WHMC an invoice that does reflect a net cost of the Services after a discount to WHMC, the Vendor shall include the following language, or reasonably comparable language, on such invoice: “This invoice reflects the net cost of Products or Services to the Medical Center. This price constitutes a ‘discount or other reduction in price’ and may be reportable under federal regulations at 42 C.F.R. §1001.952(h).”
4.7. Government Health Program Participation. Each Party represents that it has not been excluded from participating in any “federal health care program,” as defined in 42 U.S.C. § 1320a-7b(f), or in any other federal or state government payment program and that it is eligible to participate in the foregoing programs. If either Party is excluded from participating in, or becomes otherwise ineligible to participate in, any such program during the term of the Agreement, such Party will notify the other Party of that event within thirty (30) days. Upon occurrence of that event, whether or not such notice is given, either Party may terminate the Agreement effective upon written notice to the other Party.
4.8. Debarment. The Vendor represents that (a) it has not been convicted of a criminal offense related to health care; (b) it is not currently listed by a federal agency as debarred or otherwise ineligible for participation in federally funded programs; and (c) it is not currently listed by the State of New York, any political subdivision of the State of New York or any public benefit corporation or public authority as debarred, excluded or otherwise ineligible to contract with such public entity. The Vendor shall promptly notify WHMC, in writing, of any change in this representation during the term of the Agreement. Such change in circumstances shall constitute cause for which WHMC may to terminate the Agreement pursuant to Article III. For purposes of this Section 4.8, the Vendor is defined as the entity entering into the Agreement, and/or its principals, employees, directors and officers and owners, provided, however, that, if the Vendor is publicly traded, the term “Vendor”, for the purposes of this Section, shall not include persons owning publicly traded shares of Vendor).
4.9. Personal Inducements. The Vendor represents and warrants that no cash, equity interest, merchandise, equipment, services or other forms of remuneration have been offered, shall be offered or will be paid or distributed by or on behalf of the Vendor to WHMC or any physician or physician practice privileged or affiliated with either of them and/or the employees, officers, or directors of any of the foregoing and their immediate family members as an inducement to purchase or to influence the purchase of Services by WHMC from the Vendor. In addition to any other remedy to which WHMC may be entitled and any other sanction to which a Vendor may be liable for a breach of the foregoing representation and warranty, WHMC, at its option, may declare any agreement between the Vendor and WHMC null and void.
4.10. Compliance with Laws and Regulations. In the performance of their duties and obligations hereunder, each Party warrants that it shall comply with all applicable federal and state laws and regulations, including without limitation the Federal Food, Drug and Cosmetic Act, the Prescription Drug Marketing Act, equal-opportunity laws, and fraud and abuse laws. The Vendor further warrants that all Services purchased pursuant to the Agreement will conform and comply with all applicable provisions of governing laws, ordinances, rules and regulations. The Vendor shall obtain and maintain in full force and effect during the term of the Agreement all licenses, permits, certificates and accreditations as may be required by law or regulation. The Vendor agrees that in the event it receives any written notice of non-compliance with any statute or regulation from any federal or state agency that may materially affect the Vendor’s performance hereunder, the Vendor will promptly notify WHMC in writing of the receipt of such notice and the nature of such notice.
4.11. Access to Books and Records. To the extent required by law, WHMC and Vendor agree to comply with the Omnibus Reconciliation Act of 1980 (P.L. 96-499) and its implementing regulations (42 CFR, Part 420). Vendor further specifically agrees that until the expiration of four (4) years after furnishing Services pursuant to the Agreement, the Vendor shall make available, upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General, or any of their duly authorized representatives, the Agreement and the books, documents and records of the Vendor that are necessary to verify the nature and extent of the costs charged to WHMC hereunder. The Vendor further agrees that if Vendor carries out any of the duties of the Agreement through a subcontract with a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives the subcontract, and books and documents and records of such organization that are necessary to verify the nature and extent of such costs.
4.12. Dispute Resolution. Upon the agreement of both Parties, any dispute as to the performance of a Party’s obligations under the Agreement or any related matter may be referred to non-binding mediation by a neutral third party, the rules and procedures of which shall be mutually agreed to by the Parties. Nothing in this paragraph shall be construed to prevent or delay either Party from exercising, at any time, any and all legal rights available to it in a court of competent jurisdiction. No offer, finding, action, inaction or recommendation made or taken in or as a result of mediation shall be considered for any purpose as an admission of a Party, nor shall it be offered or entered into evidence in any legal proceeding.
4.13. Governing Law and Venue. The Agreement shall be construed, and its performance enforced, under New York law without regard to conflicts of laws principles. The exclusive venue for the purposes of any action, suit or proceeding related to or arising directly or indirectly out of the Agreement shall be in the New York Supreme Court located in Kings County, New York or the United States District Court for the Eastern District of New York. To the fullest extent permitted by law, each party waives trial by jury in any action, proceeding or counterclaim brought by or on behalf of either Party with respect to any matter relating to the Agreement.
4.14. Attorney’s Fees. If any action or proceeding is commenced by either Party for the enforcement of or in connection with the Agreement, each Party shall be responsible for its own attorneys’ fees, costs, and disbursements incurred in connection with such action.
4.15. Limitation of Liability. The liability of the Parties to each other for damages in connection with the Agreement, regardless of the form of action, shall not exceed the actual damages incurred by the Party seeking redress. Neither Party shall be liable to the other for any special, consequential, punitive, or exemplary damages arising from the Agreement, including but not limited to damages for loss of future business and/or lost profits. This provision shall not apply to claims raised by third parties against the Vendor or WHMC, or, to claims in which either Party joins the other as a third party defendant.
4.16. Insurance. The Vendor will maintain general public liability insurance against any insurable claims as set forth in Schedule B-1 attached hereto.
4.17.1. Indemnification. Each Party shall, to the extent permitted by law, indemnify, defend, and hold harmless the other Party, and its officers, directors, employees, agents, successors, and assigns for, from and against any claim or action brought against, arising out of the acts or omissions of the indemnifying Party, its employees or agents.
4.17.2. Notice. It is a condition to each Party’s obligations under this Section 4.17 that the Party seeking indemnification notify the indemnifying Party promptly of the claim, permit the indemnifying Party to control the litigation and settlement of that claim, and cooperate with the indemnifying Party in all matters related thereto, including by making its documents, employees and agents available as reasonably necessary.
4.17.3. Consent to Settlement. The indemnifying Party may not settle any claim without the consent of the other Party unless there is no finding or admission that the other Party has violated any law or the rights of any person or entity and the sole relief provided is monetary damages that the indemnifying Party pays in full or injunctive relief enforceable only against the indemnifying Party.
4.18. Representative Access. WHMC reserves the right to require and Vendor shall upon the request of WHMC ensure that any Vendor Representative that will have access to clinical areas of WHMC’s facility shall undergo a pre-placement assessment of health status to make certain that they are free from health impairment which is of potential risk to patients and personnel as indicated by a recorded medical history, physical examination, immunizations and laboratory testing.
4.19. Background Check. Vendor further agrees that all Vendor Representatives assigned to WHMC hereunder will be subject to a background check substantially similar to the inquiries made by WHMC with respect to its own employees and that WHMC has the right to deny any Vendor Representative access to its facilities based on the results of such inquiry.
4.20. Conflicts of Interest. The Vendor represents, to the best of its knowledge, that no employee, officer, or director of, and no physician or physician practice affiliated with, WHMC has a financial interest in the Vendor. The Vendor further agrees that if it discovers or otherwise becomes aware that an employee, officer, or director of, or a physician or physician practice affiliated with, WHMC has a financial interest in the Vendor,Vendor shall promptly disclose that financial interest to WHMC in writing. To the extent that a financial interest is disclosed by Vendor in accordance with this Section, the Parties agree to make good faith efforts to resolve any conflict of interest, provided however, in the event that such conflict of interest cannot be resolved, WHMC, at its option, may declare any agreement between the Vendor and WHMC null and void.
4.20.1. Financial Interest. For purposes of this Section, the term “financial interest” shall include the following transactions or relationships: (a) payment of fees of any kind including consulting fees or “in kind” compensation; (b) any gift of more than nominal value; (c) service as an officer or director of Vendor whether or not remuneration is received for such service; or (d) an ownership interest in Vendor, except that a shareholder owning less than 5% of shares of a publicly traded entity shall not be deemed to have a financial interest for the purposes of this Section.
4.21. Survival. All provisions regarding confidentiality, indemnification, warranty, liability and limits on liability shall survive termination of the Agreement.
4.22. Force Majeure. Neither Party shall be deemed to be in default of or to have breached any provision of the Agreement as a result of any delay or failure in performance due to reasons beyond such Party’s reasonable control. If such a delay occurs, the affected Party may extend the time for performance by a period of time equal to the delay. Notwithstanding the foregoing, if a force majeure event is claimed by either Party and such event continues for more than fifteen (15) business days, either Party shall have the right and option to terminate the Agreement
4.23. Entire Agreement. The Agreement shall constitute the entire agreement between the Parties concerning the subject matter of the Agreement and will supersede all prior negotiations and agreements between the Parties concerning the subject matter of the Agreement. The terms of any purchase order, invoice, or similar documents used to implement the Agreement shall be subject to and shall not modify the Agreement.
4.24. Amendment. The Agreement may only be amended by written agreement of the Parties.
4.25. Assignment. Neither Party may assign any of its rights or obligations under the Agreement, either voluntarily or involuntarily (whether by merger, consolidation, dissolution, operation of law, or otherwise), without the prior written consent of the other Party. Any purported assignment in violation of this section will be void. Any request for consent to an assignment to an affiliate of a Party (i.e. an entity that controls, is controlled by, or is under common control with a Party) shall not be unreasonably withheld, conditioned, or delayed by the consenting Party.
4.26. Relationship of the Parties. For purposes of the Agreement, each Party will be an independent contractor. The Agreement will not create a partnership, association, or other business entity. Neither Party has any authority to act for or to bind the other.
4.27. Waiver. No provision of the Agreement may be waived except by a writing signed by the Party against whom the waiver is sought to be enforced. No failure to enforce any provision of the Agreement constitutes a waiver of future enforcement of that provision or of any other provision of the Agreement.
4.28. Other Contractual Obligations. Each Party represents that it is not prohibited from entering into, or performing its obligations under, the Agreement by the terms of any other agreement.
4.29. Counterparts. The Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. The Parties agree to accept and be bound by facsimile or PDF transmitted copies of the Amendment and its counterparts including facsimile or PDF signatures of the Parties.
ATTACHMENT B-1 INSURANCE
1. Prior to providing the Services hereunder, the Vendor shall obtain at its own cost and expense the insurance required herein from a licensed insurance company, carrying a Best's financial rating of A or better, and shall provide evidence of such insurance to WHMC, which evidence shall be subject to WHMC approval. The policies or certificates thereof shall provide that WHMC shall receive thirty (30) days’ written notice prior to cancellation of or material change in the policy, which notice shall name Vendor, identify this Agreement, and be sent via registered mail, return receipt requested. Failure of the Vendor to obtain and maintain any insurance required hereunder shall not relieve the Vendor from any of its obligations hereunder, including but not limited to indemnification, or from any Vendor liability hereunder. All property losses shall be made payable to, and adjusted with, WHMC. If claims for which Vendor may be liable are filed against either Party, and if such claims exceed the coverage amounts required herein, WHMC may withhold such excess amount from payment due to Vendor until the Vendor furnishes additional security covering such claims in a form satisfactory to WHMC.
2. The Vendor shall provide proof of the following coverage:
(a) Workers’ Compensation. Vendor shall provide to Corporation a certificate form C-105.2 or State Fund Insurance Company form U-26.3 as proof of compliance with the New York State Workers' Compensation Law, and State Workers' Compensation Board form DB-120.1 as proof of compliance with the New York State Disability Benefits Law, provided, however, that if Vendor is self-insured for Worker’s Compensation and/or Disability coverage, a New York State Workers' Compensation Board certificate evidencing such fact. Location of operation shall be "All locations in Kings County, New York."
(b) Employer’s liability insurance with a minimum limit of $100,000
(c) General liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $100,000 for property damage or a combined single limit of $1,000,000 (c.s.1), naming the WHMC as an additional insured. This insurance shall indicate the following coverage on the certificate of insurance:
(i) Premises - Operations.
(ii) Broad Form Contractual.
iii) Independent Contractor and Sub-Contractor.
(iv) Products and Completed Operations.
(d) Professional liability insurance (“acts and omissions”) on an occurrence basis covering the Vendor and its employees and agents, with minimum limits of $5,000,000 per occurrence.
3. All policies and certificates of insurance required herein shall provide that:
(a) The insurer, or Vendor if it is self-insured, shall have no right to recovery or subrogation against WHMC (including its employees and agents), it being the intention of the Parties that the insurance policies shall protect both Parties and be primary coverage for any and all losses covered by the insurance.
(b) The insurer, or Vendor if it is self-insured, shall have no recourse against WHMC (including its employees or agents) for payment of any premiums or for assessments under the policy.
(c) Vendor assumes responsibility, and is solely at risk for, any and all deductibles.
(d) The clause "other insurance provisions" shall not apply to WHMC.
Vendor Debarment/Exclusion Questionnaire
1. Are you or your company or any of its employees currently ineligible to participate in Federal or State health care programs or Federal or State procurement or non-procurement programs because of being excluded, debarred, suspended or otherwise declared ineligible to participate?
Yes * No
* If you answered Yes, please provide a complete explanation on an attached sheet of paper.
2. Have you or your company or any of its employees been convicted of any of the following offenses: program-related crimes, crime relating to patient abuse, felony conviction relating to health care fraud, or felony conviction relating to controlled substances, but have not yet been excluded, debarred, suspended or otherwise declared ineligible to participate in Federal health care programs or Federal procurement or non-procurement programs?
Yes * No
* If you answered Yes, please provide a complete explanation on an attached sheet of paper.
3. If you furnish products/goods/services from other vendors/contractors, do you verify with them at the time of contracting that neither the company nor any of its employees is ineligible to participate in Federal health care programs or Federal procurement or non-procurement programs because of being excluded, debarred, suspended or otherwise declared ineligible to participate?
Yes No *
* If you answered No, and you are awarded this contract, you will be required to undertake this screening for any vendors/contractors that will be providing goods or services pursuant to this contract prior to the effective date of the agreement. Such screening is to be performed utilizing the OIG's and OMIG’s List of Excluded Individuals/Entities and the GSA's Excluded Parties Listing System.
4. If you furnish products/goods/services from other vendors/contractors, do you verify with them that neither the company nor any of its employees has been convicted of any of the following offenses: program-related crimes, crimes relating to patient abuse, felony conviction relating to health care fraud, or felony conviction relating to controlled substances, but have not yet been excluded, debarred, suspended or otherwise declared ineligible to participate in Federal health care programs or Federal procurement or non-procurement programs?
Yes No *
* If you answered No, and you are awarded this contract, you will be required to undertake this screening for any vendors/contractors that will be providing goods or services pursuant to this contract prior to the effective date of the agreement. Such screening is to be performed utilizing the OIG's and OMIG’s List of excluded Individuals/Entities and the GSA's Excluded Parties Listing System.