Joint Enrollment and Participation Agreement

JOINT ENROLLMENT AND PARTICIPATION AGREEMENT

This Joint Enrollment and Participation Agreement ("Agreement") is made effective as of

, 20 , by and between

(“Participant”) and:
Star Business Partners, LLC (“Star”) 2650 Eastpoint Parkway, Suite 300
Louisville, Kentucky 40223 / and / Alliant Purchasing LLC (“Alliant”) 2650 Eastpoint Parkway, Suite 210
Louisville, Kentucky 40223

Introduction. Star and Alliant are group purchasing organizations which have jointly established a program (the “Program”) in order to afford access to a portfolio of group purchasing contracts, as may be available from time to time, through which goods and services are made available to participating members of the GPOs.

Participant is a business of the type set forth below and desires to become a member of the GPOs operated by Star and Alliant and to take advantage of the Program maintained by Star and Alliant.

Type of business of Participant:

Accordingly, in consideration of the mutual terms and conditions contained herein, the parties hereby agree as follows.

1.  Agency Relationship. Participant hereby appoints Star and Alliant as agents of Participant (a) to execute agreements with vendors that set forth the discounts, rebates or other beneficial purchasing terms vendor provides to participants as well as the amounts vendors will pay to Star and Alliant in connection with the Program, and (b) to receive annual disclosures that specify the amount received from each vendor with respect to purchases made by the Participant.

2.  Participant’s Obligations . During the term of this Agreement, if the Participant desires to obtain goods or services that are available in the Program, then Participant agrees that it shall give good faith consideration to acquiring such goods or services from a vendor participating in the Program and in accordance with the contracts negotiated with such vendor by Star and Alliant on Participant’s behalf. Notwithstanding the foregoing, the decision on whether to obtain any particular goods or services shall remain solely in the discretion of Participant and Participant shall not be obligated to acquire any particular goods or services. Participant agrees to abide by the terms and conditions of all vendor contracts and all terms therein and any amendments, supplements, changes or exhibits thereto.

3.  Pricing. The contract price for any goods or services purchased by Participant hereunder from vendors shall not be fixed under this Agreement, but shall be based upon each vendor's price established pursuant to negotiation, competitive bid or other award process.

4.  Products/Services. Participant hereby agrees to utilize the vendors that it selects from the various providers of the Products and Services under the Program in accordance with the terms of this Participation Agreement and the GPO Agreement between Star or Alliant and that particular vendor and to perform all of the obligations and responsibilities of a Participant under such GPO Agreement. The term of participation in each of the vendor agreements selected by the Participant shall begin on the date mutually agreed upon by the Participant and the vendor and shall continue in effect until the expiration or termination of the GPO Agreement between Star or Alliant and that vendor, unless earlier terminated by Participant, with or without cause, by written notice to such vendor provided not less than thirty (30) days prior to the termination date.

5.  Fees and Rebates. (a) Rebates. Star and Alliant shall remit to Participant such participant rebates that are applicable to Participant's purchases of goods and services from the portfolio of contracts offered by Star and Alliant. For purposes of this provision, a participant rebate shall mean a reduction in price or payments which reduce the acquisition price attributable to the original good or service that was purchased by or furnished to Participant pursuant to the terms of this group purchasing arrangement.

(b) GPO and Administrative Fees. Star and Alliant shall be entitled to receive administrative and GPO fees and GPO rebates from each vendor with which Star and Alliant contract. For purposes of this provision, GPO rebate shall mean a rebate paid to the GPO as a function of the volume of purchase by all participating members of the GPO. Each vendor pays administrative fees to Star or Alliant of three percent (3%) or less of the purchase price of goods and services provided by the vendor, unless otherwise set forth on an attached GPO Fee Schedule. The GPO Fee Schedule specifies the maximum amount Star or Alliant will be paid by each vendor as a percentage of the value of purchases made from that vendor by the members of Star or Alliant. Star and Alliant renegotiate GPO fees from time to time and current GPO fee arrangements with vendors are available to members on the Star and Alliant websites and are distributed annually in an updated GPO Fee Schedule.

6.  Disclaimer. Participant agrees and acknowledges that neither Star nor Alliant is responsible for delivering or supplying any goods, equipment or services provided hereunder. Accordingly, neither Star nor Alliant shall be responsible for or held liable, either jointly or severally, for any defect in any goods, supplies or equipment or any breach of warranty, express or implied.

7.  Term and Termination. The initial term of this Agreement shall be for a period of one (1) year commencing on its date of acceptance by Participant. Thereafter, this Agreement shall automatically renew for successive one (1) year terms. Either party may terminate this Agreement, with or without cause, at any time upon one hundred twenty (120) days written notice to the other party of intent to terminate.

8.  Confidentiality. Any and all material provided by Star or Alliant to Participant under this GPO arrangement shall be considered proprietary and confidential information, disclosure of which will cause irreparable harm to Star and Alliant. Therefore, Participant shall maintain all such information in confidence and neither Participant nor its affiliates, or any entity responsible for the management of Participant, nor any of their respective directors, officers, employees, agents and/or contractors shall disclose such information without the prior written consent of Star and Alliant.

9.  Notices. Any notice or other document required or permitted hereunder shall be in writing and may be delivered personally or shall be deemed to be delivered when deposited in the United States Mail, postage prepaid, registered or certified mail, return receipt requested, addressed to a party at its respective address indicated above, or at such other address as may have previously been specified by Participant in its online enrollment, or delivered by electronic mail at the e-mail address provided by the other party and shall be effective as of the date of personal delivery, e-mail or mailing.

10.  Healthcare Providers. The provisions of this Section 10 apply only if Participant is a healthcare provider and receives payments under a federal healthcare payment program.

(a)  Compliance Obligations. Participant shall comply with all reporting obligations and duties imposed by federal and state government healthcare benefit programs, as well as similar duties imposed under its private payer arrangements, requiring it to properly report its costs on its cost reports, and/or to disclose discounts, rebates or other price reductions on goods and services purchased through group purchasing

programs. In a form to be determined by Star, Star shall annually notify Participant in writing of the GPO and administrative fees and GPO rebates it receives from each vendor.

(b)  Access to Books and Records. In order to assure proper reimbursement under Medicare and Medicaid, the parties agree that if this contract is determined to be a contract within the purview of 1861(v)(1)(i) of the Social Security Act (§952 of the Omnibus Reconciliation Act of 1980) and the regulations promulgated in implementation thereof at 42 CFR Part 420, Star agrees to make available to the Comptroller General of the United States, the Department of Health and Human Services and their duly authorized representatives, access to books, documents and records of Star and such other information as may be required by the Comptroller General or Secretary of HHS to verify the nature and extent of the costs of services provided by Star. If Star carries out the duties of the contract through a subcontract worth Ten Thousand Dollars ($10,000) or more over a twelve (12) month period with a related organization, the subcontract will also contain an access clause to permit access by the Secretary, Comptroller General and their representatives to the related organization’s books and records. The obligation of Star to make records available shall extend for six (6) years after furnishing of the latest services under this Agreement or any renewal thereof.

11.  Miscellaneous.

(a)  Governing Law. This Agreement shall be construed and governed by the laws of Kentucky.

(b)  Amendments. This Agreement and any amendments hereto shall be executed in duplicate originals on behalf of both parties. Each duplicate original shall be deemed an original, but both duplicate originals together constitute one and the same instrument.

(c)  Complete Agreement. This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof.

PARTICIPANT ALLIANT PURCHASING, LLC

(Name of Entity)

By: Title:

By: Title: Senior Vice President, Operations STAR BUSINESS PARTNERS, LLC

By:

Title: President

GPO FEE SCHEDULE

(as of ______)

Except as specified below, the maximum GPO fee payable by a vendor to Star or Alliant is three percent (3%) or less of the purchase price of goods and services provided by the vendor:

Maximum GPO Fee as a Percentage of the

Name of Vendor Value of Purchases

ADP

5%

PPG

5%

ProStar

SLM

TDM

USPay

50%

75%

15%

20%

10780122

Rev. 10-28-2016