EXHIBIT B
To Agreement Between
Seacoast Medical, LLC, and Alliant Purchasing, LLC
FORM OF FACILITY AGREEMENT
FACILITY:
ADDRESS:
CITY/STATE/ZIP:
PHONE NO: ( ) FAX NO: ( )
This Facility Agreement is made and entered into by and between the Facility named above (“Facility”) and Seacoast Medical, LLC (“Vendor”), in connection with the GPO Agreement dated as of ______, 20___ (the “GPO Agreement”), by and between Seacoast Medical, LLC, and Health Affiliated Services, LLC, and Alliant Purchasing, LLC. This Facility Agreement applies to the Products, as those terms are defined in the GPO Agreement, provided by Vendor to Facility after the Effective Date of the Agreement.
In consideration of the mutual promises and the terms and conditions set forth herein and intending to be legally bound, Facility and Vendor hereby agree as follows:
1. Products. Facility hereby agrees to utilize Vendor as its provider of the Products in accordance with the terms of this Facility Agreement and the GPO Agreement and to perform all of the obligations and responsibilities of a Facility under the GPO Agreement. Vendor agrees to provide the Products to Facility in accordance with all of the terms and conditions set forth in this Facility Agreement and the GPO Agreement.
2. Term. The term of this Facility Agreement shall begin on ______and shall continue in effect until the expiration or termination of the GPO Agreement, unless earlier terminated by Facility, with or without cause, by written notice to Vendor provided not less than thirty (30) days prior to the termination date.
3. General Provisions.
A. Access to Books and Records: Vendor agrees that it will allow the Comptroller General of the United States, H.H.S. and their duly authorized representatives, access to contracts, books, documents, and records necessary to verify the nature and extent of the costs of the Products provided by Vendor. Vendor will allow such access until the expiration of six (6) years after the Products are furnished under the contract or subcontract. Such access will be provided in accordance with the regulations of the Health Care Financing Administration (HCFA). Vendor allows similar access to books, records, and documents related to contracts between Vendor and organizations related to or subcontracted by Vendor, as defined by the regulations of HCFA. This provision for access to records is only applicable to contracts for services as defined by HCFA entered into or renewed after December 5, 1980, for services the cost or value of which is $10,000 or more over a twelve (12) month period, including contracts for both goods or services in which the service component is worth $10,000 or more over a twelve month period.
B. Non-Exclusion Certification: Vendor certifies that neither the company nor its employees nor any of its approved subcontractors, if applicable, are on the OIG or Medicaid exclusion lists.
C. Governing Law and Venue: The terms and provisions of this Facility Agreement shall be interpreted and governed by the laws of the state wherein the Facility resides. Jurisdiction for disputes under the agreement will be with appropriate courts of Facility’s state.
D. Insurance and Taxes: Vendor shall furnish business insurance and be responsible for all applicable taxes, if any.
E. Confidentiality: Facility and Vendor agree that the terms and conditions of the Agreement, to include this Facility Agreement, shall be deemed confidential and will not be disclosed to third parties, except as necessary for auditing, regulatory, or other purposes necessary to fulfill the parties’ obligations under the Agreement. Proprietary information shall be used by Vendor and Facility only in connection with Products purchased under this Agreement. Proprietary information shall not be deemed to include information that is in the public domain or was already in the possession of Vendor or Facility prior to the signing of the Agreement, or is rightfully received from a third entity and without violation of this Agreement by Vendor or Facility.
F. Warranties: Vendor warrants that it is under no obligation to any other entity that in any way conflicts with this Agreement and that Vendor is free to enter into this Agreement.
G. Indemnification: Facility and Vendor hereby agree to indemnify one another in accordance with the terms of Section 6 of the Agreement.
H. Modification: This Facility Agreement cannot be modified by either party without the consent of the other.
WHEREFORE, Facility has executed this Facility Agreement on the date indicated below.
APPROVED AND ACCEPTED
[Name of Facility]:______Seacoast Medical, LLC
By: ______By:______
Title: ______Title:______
Date: ______Date:______
Please return copies of this signed Facility Agreement to:
Alliant Purchasing, LLC
2650 Eastpoint Parkway, Suite 210
Louisville, KY 40223
And
Health Affiliated Services, LLC
1600 Airport Freeway, Suite 409
Bedford, TX 76022