RFP - Template Facelift (062410 Redline)

Erlanger Health System

Erlanger Health System Chattanooga, TN 37403

Request for Proposal (RFP)

0017-1415 LARYNGOSCOPE BLADES

Date Bid Publicly Opened: June 19, 2015 at 2:00 p.m. Eastern Time

01ba42147b8d6bb8876c4d602b9868af.docx Page - 1 - Erlanger Health System

Intent to Quote due (June 12, 2015)

RFP Name Laryngoscope Blades RFP Ref # 0017-1415

Please email this document to the Attention of:

Summer Stewart Erlanger Health System [email protected]

Contact Person Company

Address City State Zip Code

Telephone Email Address

Vendor Question due (June 12, 2015)

RFP Name Laryngoscope Blades RFP Ref # 0017-1415

Does your company have physician ownership?

If yes, please provide detailed information as to the ownership.

Please email this document to the Attention of:

Summer Stewart Erlanger Health System [email protected]

By signing below you are certifying that the above is accurate and true.

Contact Person Company

Telephone Email Address

01ba42147b8d6bb8876c4d602b9868af.docx Page - 3 - Erlanger Health System I. GENERAL INFORMATION

A. Purpose of Request for Proposal (RFP)

Erlanger Health System (herein called “Erlanger”) is seeking a professional Prospective Vendor or Vendors (herein called “Vendor(s)”) of LARYNGOSCOPE BLADES (herein called “Products”) to provide Products outlined in this RFP to its facilities referenced in Attachment 1 and Exhibit A. The selected Vendor(s) will provide products for Erlanger Health Systems, Chattanooga TN.. Product(s) will be provided in accordance with the following Description of Product(s) provided in Attachment 1. Payment for products will be monthly. This RFP establishes minimum mandatory requirements that proposer must meet in order to be eligible for consideration. The goal is to find a Vendor(s) who can meet or exceed Erlanger’s requirements for providing products, described herein below, in the most cost-effective manner while retaining high levels of internal customer satisfaction. Attached you will find a Request for Proposal (RFP) soliciting information about your Company and the Services your Company offers. Erlanger will establish a successful partnership with a Vendor(s) by working together to meet or exceed Erlanger’s objectives and requirements. Upon completion of this process, Erlanger may enter into contract negotiations with the Vendor(s) who best meets or exceeds the objectives and requirements as outlined in this RFP. Erlanger is under no obligation to enter into contract negotiations as a result of this RFP.

B. RFP Activity Schedule

Erlanger reserves the right to amend the dates in this schedule as desired at any time.

RFP Activity Schedule Due Dates RFP Questions Due Friday, June 12, 2015 by 12:00 p.m. Eastern Time Proposal Withdrawal No later than Friday, June 19, 2015 by 2:00 p.m. Eastern Time Bid Opening Friday, June 19, 2015 at 2:00 p.m. Eastern Time Award or Rejection of Proposals Objective is to have complete by Friday, August 28, 2015

C. Questions Regarding the RFP

If you have any questions regarding this RFP, send an e-mail to Summer Stewart at [email protected] no later than 12:00 pm Eastern Time on Friday, June 12, 2015. Be sure to reference the section of the RFP in question. All questions should be submitted via e-mail. Any questions submitted (and their answers) will be distributed to all participating Vendor(s). These guidelines for communications have been established to ensure that the RFP process is fair and equitable to all Vendor(s). Summer Stewart is the single-point of contact for the RFP process. As such, all responses should be directed to her.

D. Response Due Date and Delivery In order to be considered, your Proposal must be submitted in a sealed envelope with the RFP Reference Number, Date and Time of the Opening printed on the outside of the envelope. Proposals should be mailed to: Erlanger Health System Supply Chain Management Department Attn: Summer Stewart 975 East Third Street, Suite 708 Chattanooga, TN 37403 RFP Ref. #0017-1415

Proposals may be mailed, AT YOUR RISK, or delivered to Summer Stewart, Contract Specialist, We strongly suggest you hand deliver or use Fed Ex. Any other method of delivery puts the bid at risk of not making the deadline. Proposals arriving late will be returned, unopened, to the Proposer.

Proposals are to be submitted on or before 2:00 p.m. Eastern Time on Friday, June 19, 2015, at which time they will be publicly opened. Public Opening means that Proposals will be removed from their sealed 01ba42147b8d6bb8876c4d602b9868af.docx Page - 4 - Erlanger Health System envelopes, but prices and Proposals will not be reviewed in public until after they have been evaluated and an award has been made, if one is made.

E. Response Time Frame

Proposals must be valid for at least one hundred twenty (120) days following the closing date of this RFP.

F. Code of Ethics

Vendor is responsible for understanding and following Erlanger’s Code of Ethics

G. Disclaimer

Vendor(s) must perform their own evaluation of all information and data provided by Erlanger. Erlanger makes no representation or warranty regarding any information or data provided.

II. RFP PROCESS

Proposals must be in accordance with the attached instructions or they will not be considered. Erlanger Health System reserves the right to reject any or all Proposals received, to accept any proposal which in its opinion may be in the best interest of Erlanger Health System, and to combine Proposals into a final Proposal upon which it may solicit additional pricing or best or final offers. Erlanger Health System does not obligate itself to accept any particular Proposal.

1. Proposal must be completed in its entirety 2. Only original signature on Proposal will be accepted 3. All changes to Proposals must be made in writing 4. Proposals must be submitted in duplicate 5. Proposal Opening - Proposers may come to the RFP opening, however, pricing and term information will not be provided at that time. The RFP opening is a public event to demonstrate that Erlanger Health System follows all applicable laws in its process. Prices and terms will be available only after the Proposal is awarded and then only by appointment. 6. Following the RFP Opening, a proposer may not have any further contact with the Technical Contact or other Erlanger Health System personnel or affiliated physicians about the RFP unless initiated or authorized by Erlanger Health System. All communication must be done through a single point of contact Summer Stewart. 7. Any Vendor(s) who advances beyond this RFP process will be required to sign Erlanger’s Agreement (see Appendix #1). The purpose for including the MSA is to help facilitate the RFP process by presenting Erlanger’s terms and conditions up front. A portion of the evaluation is based on your acceptance, rejection, or modification of all terms. Include in your RFP response your written comments on the Agreement. If there are no rejections or modifications of any of the terms, Erlanger will assume you accept all terms.

III. EVALUTION/NOTIFICATION PROCESS

A. Evaluation Process

1. In the event Erlanger Management determines, in its sole discretion, that additional proposals are necessary for a competitive procurement process, Management may, with or without notice, extend the RFP opening date for a period of time as it deems necessary or appropriate. In the event the RFP opening date is extended pursuant to this paragraph, an updated copy of the RFP will be made available upon request, and any respondent that submitted a response prior to the RFP opening date extension may re- submit its proposal or rely upon its original proposal. 2. Erlanger Health System will evaluate the proposals considering, without limitation, some or all of the following, if applicable: price, quality, delivery time and schedules, quantity, any exceptions taken to the RFP documents, including any agreements accompanying such documents, any warranties offered, and the proposer’s demonstration of its good faith commitment for equal opportunity of small business enterprises, minority businesses and individuals, and socially and economically-disadvantaged individuals

01ba42147b8d6bb8876c4d602b9868af.docx Page - 5 - Erlanger Health System (collectively, "Minority Businesses") and any other items or things, which Erlanger considers important, applicable and in its best interest. 3. Erlanger Health System may evaluate each proposer’s demonstration of its good faith commitment for equal opportunity of Minority Businesses; each proposer is expected to submit information which will emphasize the extent of the proposer's efforts to offer equal opportunity to Minority Businesses to participate as contractors, sub-contractors, and suppliers of goods and services should the proposer be awarded the contract. Each proposer should be aware that in evaluating the proposer's response, Erlanger Health System will evaluate each proposer's good faith commitment and demonstrated effort to ensure equal opportunity for Minority Businesses. 4. Erlanger Health System may choose to award a contract to the Proposer who submits a proposal that demonstrates the best overall value as determined by Erlanger without regard to race, color, religion, creed, national origins, gender, age, or handicap condition.

IV. RFP Grievance Process The intention of Erlanger Health System is to conduct all business affairs in a fair and impartial manner. In order to assure fairness to all prospective proposers Erlanger has developed a grievance process to provide an organized and effective method. This process will allow each prospective proposer to present its side of an issue and to resolve amicably any conflicts which may arise between Erlanger Health System and the prospective proposer.

If you initiate litigation prior to exhausting the grievance procedure, Erlanger Health System will plead your failure to utilize this process as a defense.

1. Prior to RFP Opening a. Challenges to the RFP specifications must be requested in writing and received in the Supply Chain Department no later than seven (7) days after the RFP has been advertised b. The request must contain the specific reasons for the challenge, contain the actual wording and give a specific reference found in the request for proposal c. The request must be mailed or faxed to the System Director, Supply Chain Management, 979 East Third Street, Suite 708, Chattanooga, Tennessee 37403, fax number (423) 778-3909 by 4:00 P.M. d. The System Director, Supply Chain Management will make a determination of merit for your request. If the determination is in your favor, an addendum to the RFP will be issued. e. If the decision of the System Director, Supply Chain Management is negative, the RFP opening will continue as scheduled. 2. Following the RFP Award a. Should a Proposer have an objection to an RFP award, a formal request must be submitted in writing. The request itself must be received by the Supply Chain Management Department within five business days after the RFP award has been announced b. The request must specify the RFP Name and Number and clearly identify the dispute. Exact wording and sections of dispute must be identified. c. The request must be sent to the System Director, Supply Chain Management at 979 East Third Street, Suite 708, Chattanooga, Tennessee 37403 3. Formal Response a. Within five (5) working days, the System Director, Supply Chain Management will schedule a hearing date which is mutually acceptable and in a timely manner. At that time, the Vendor will be allowed to present all facts which led to the dispute b. The System Director, Supply Chain Management will evaluate all relevant facts which were in dispute and make a determination for the resolution of the dispute c. The determination of the System Director, Supply Chain Management will be made known to the Vendor in writing within three (3) working days d. If the System Director, Supply Chain Management determines that a cancellation of the original award and re-bid is warranted, the grievance process is deemed complete at that time for the vendor e. If the Vendor is not satisfied with the response (other than a re-bid) in step 1, they may request a second review of the disputed facts by submitting a written, clearly defined statement of what is still in dispute for review to the Chief Financial Officer or designee, at 975 East Third Street, Chattanooga, Tennessee 37403. It must be limited to the same issues that were in dispute in the first step of the Grievance Procedure. No new or additional information will be considered. f. This request must be received at the Medical Center within five (5) calendar days after the response from the first hearing 01ba42147b8d6bb8876c4d602b9868af.docx Page - 6 - Erlanger Health System g. Upon review of the written information, the Chief Financial Officer or designee can either request a meeting with the vendor or inform the vendor in writing of the final decision

V. RFP Requirements

A. RFP Costs

All costs associated with the preparation of this RFP will be borne by Vendor(s). Nothing in this RFP is to be construed as obligating Erlanger to pay for information solicited or obligating Erlanger in any way whatsoever.

B. Right to Terminate RFP Process

Erlanger may terminate this RFP process at any time and for any reason, or for no reason, and makes no commitments, express or implied that this process will result in a business transaction with any Vendor(s).

VI. GENERAL VENDOR(S) INFORMATION

a. Complete the following table:

Company Name

Company Headquarters Name Title E-mail Address Street Address City, Sate, Zip Office # Fax # Cell Phone # (if available)

VII. VENDOR(S) PROFILE

a. Identify at least three (3) reference accounts of customers similar in size to Erlanger that you have provided Services to in the last six (6) months. Provide names and contact information (including phone numbers and e-mail address). Ensure to notify these references as Erlanger reserves the right to contact them.

b. Provide documentation demonstrating your organizations financial solvency from a major credit rating institution along with copies of certified financial statements from the past three (3) years.

c. Are you currently registered in VendorMate?

d. Have you developed a disaster recovery plan with regards to the manufacturing of your product?

e. Describe what your organization has available in the way of technical/clinical support for the described products.

f. What is the distance and location of your organizations office that is closest to Erlanger facilities?

g. Is your Company a certified Women Business Enterprise (WBE) or Minority Business Enterprise (MBE)? If yes, submit a copy of your certification indicating certifying entity, certification number, and expiration date.

h. Describe your Company’s Supplier Diversity related policies, programs, benchmarking data, and best practices. 01ba42147b8d6bb8876c4d602b9868af.docx Page - 7 - Erlanger Health System

VIII. SERVICES EXPECTATIONS

a. Are you able to meet or exceed the general requirements outlined in this RFP?

b. Describe the response time for resolution of problems and hierarchy to escalate issues.

c. Describe the best way for Erlanger to handle an emergency order?

d. How do you ensure your Services are provided on a timely basis?

e. Describe how you have worked with distributors to ensure your customers pricing is correct?

f. Describe how you work with distributors on a continued basis to ensure continuity of supply?

g. Provide in your implementation plan a timeline for implementation of services

IX. Channel of Distribution and GPO

a. Are you the manufacturer or the distributor?

b. If you are the manufacturer, is there a requirement to purchase your products direct or can it be brought into our primary distributor (Seneca)?

c. Is there an advantage to going direct?

d. If you are a distributor other than our Primary what if any is your mark-up or additional fees such as handling or distribution fee?

e. Erlanger Health System is a member of MedAssets, should we evaluate your proposal as a vendor that also subscribes to MedAssets?

f. Pricing inaccuracies have become very costly to our resources, please describe how you assure pricing accuracy in either circumstance whether we purchase directly from you, or we purchase through a distributor.

g. If orders are placed direct please provide a timeline from order placement to expected delivery.

X. PRICING

a. Submit a pricing matrix detailing list pricing, proposed pricing, and percentage of discount for all items in Attachment 1 – Cross Reference Pricing information must be submitted using the format in Exhibit A. Note that it is the bidding Vendor’s responsibility to determine the appropriate cross reference for what is being requested. The cross-reference contains both a description and item number of our current product to best help you, please utilize both in making your determination..

XI. Product Trial 01ba42147b8d6bb8876c4d602b9868af.docx Page - 8 - Erlanger Health System a. Erlanger Health System will conduct a product trial once all bids are received and evaluated. Erlanger requires free product for trial. Please provide any comments here if there is a reason that this would create a problem for your company. The Clinical Resource Management Team will coordinate the trial with the vendor.

XII. CONCURRENCE WITH AGREEMENT TERMS

The purpose for including Erlanger’s MSA (see Appendix #1) is to help facilitate the RFP process by presenting our terms and conditions up front. A portion of the evaluation is based on your acceptance, rejection or modification of all terms. Within your RFP response, include your written comments on the MSA. If there are no rejections or modifications to any of the terms, Erlanger will assume you accept all terms.

01ba42147b8d6bb8876c4d602b9868af.docx Page - 9 - Erlanger Health System Attachment 1 – Specifications a.i.1. Handles must be interchangeable between disposable and reusable blades; a.i.2. Vendor shall provide specifications for the disposable blades, such as strength, material, etc; a.i.3. Vendor shall provide specifications for the reusable blades, such as strength, material, etc; 4. Provide information about disposable handles, such as battery source, light, compatibility with all blades, etc; and 5. Provide copies of any reports from testing of the products.

Include any additional charges that will be incurred by Erlanger Health System. Any Charges found on subsequent invoices that are not found here will be refused. ______

By signing this bid in the appropriate place on the Response Form, the bidder hereby certifies that this bid is made without collusion or fraud of any kind.

Signed Printed

Company

Exhibit A – Pricing Format

Description Mfg # Annual Usage Equivalent Mfg Cost per case BLADE, METAL DISP 004650000 80 each MILLER 0 - 20EA/BX BLADE, METAL DISP 004650001 100 each MILLER 1 - 20EA/BX BLADE, METAL DISP 004650002 60 each MILLER 2 - 20EA/BX BLADE, METAL DISP 004650003 260 each MILLER 3 - 20EA/BX BLADE, METAL DISP 004650004 140 each MILLER 4 - 20EA/BX BLADE, METAL DISP 004650010 20 each MILLER 00 - 20EA/BX BLADE, METAL DISP MAC 004651001 40 each 1 - 20EA/BX BLADE, METAL DISP MAC 004651002 60 each 2 - 20EA/BX BLADE, METAL DISP MAC 004651003 460 each 3 - 20EA/BX BLADE, METAL DISP MAC 004651004 700 each 4 - 20EA/BX BLADE, LARYNGOSCOPE 004802200 20 each MAC 2 DISP 20EA/BX

01ba42147b8d6bb8876c4d602b9868af.docx Page - 10 - Erlanger Health System Description Mfg # Annual Usage Equivalent Mfg Cost per case BLADE, LARYNGOSCOPE 004803300 880 each MAC 3 DISP 20EA/BX BLADE, LARYNGOSCOPE 004804400 340 each MAC4 DISP 20EA/CS BLADE, LARYNGOSCOPE 004851100 20 each MILLER 1 DISP 20EA/CS BLADE, LARYNGOSCOPE 008607100 20 each PHILLIPS SZ 1 PED BLADE, MACINTOSH #3 008603300 35 each HANDLE, LARYNGOSCOPE 8621000 13 each REGULAR W/METAL HANDLE

**Please provide any advantage for extended agreements for two (2) or three (3) year terms vs one (1) year.

01ba42147b8d6bb8876c4d602b9868af.docx Page - 11 - Erlanger Health System Attachment 2 – Definitions

1. "Minority Business" - A business where at least fifty-one percent (51%) is owned by one or more minority persons or socially and economically disadvantaged individuals, or in the case of a corporation, in which at least fifty-one percent (51 %) of the stock is owned by one or more minority persons or socially and economically disadvantaged individuals; and of which the management and daily business operations are controlled by one or more of the minority persons or socially and economically disadvantaged individuals who own it.

2. "Minority Individual" - A person who is a citizen or lawful permanent resident of the United States and who is from a background described in the instructions for completion of Form EEO-1 and its appendix all as required by Section 709(c) of Title VII, and the applicable regulations, Sections 1602.7 1602.14, Subpart B, Chapter XIV, Title 29 of the Code of Federal Regulations, which include as presently drafted:

a. African-American (Black) (Not of Hispanic origin) - All persons having origins in any of the Black racial groups of Africa; b. Female; c. Hispanic - All persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin, regardless of race; d. Asian or Pacific Islander - All persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands. This area includes, for example, China, India, Japan, Korea, the Philippine Islands, and Samoa; e. American Indian or Alaskan Native - All persons having origins in any of the original peoples of North America, and who maintain cultural identification through tribal affiliation or community recognition;

3. “Small business enterprise" includes a Proprietorship, Partnership, Limited Liability Company, Corporation, or other form of business, with annual gross revenues of less than the sum of Four Million Dollars ($4,000,000).

4. “Socially and Economically disadvantaged individual" means an individual who is within either or both of the following groups:

a. Socially disadvantaged individuals are those who have been subjected to racial or ethnic prejudice or cultural bias because of their identity as a member of a group without regard to their individual qualities. b. Economically disadvantaged individuals are those socially disadvantaged individuals whose ability to compete in the free enterprise system has been impaired due to diminished capital and credit opportunities as compared to others in the same business area that are not socially disadvantaged.

5. “Disabled Veteran”- an individual who has served in the U.S. Armed Forces and who has been Disabled in the line of duty.

If your business qualifies for any of the minority categories above, please include a copy of the certification with the RFP response.

01ba42147b8d6bb8876c4d602b9868af.docx Page - 12 - Erlanger Health System Attachment 3 – Proposer Statistical Data

The following information is gathered for statistical use only:

1. Type of Business: (Check Appropriate)

______MANUFACTURING ______DISTRIBUTION ______SERVICE

2. List Specific Product Line(s):

______

3. Type of Ownership: (Check Appropriate)

_____ Male ______Female

_____ White ______African American

_____ Asian or Pacific Islander ______Hispanic

_____ American Indian or Alaskan Native ______Small Business Enterprise _____ Socially & Economically Disadvantaged

_____ Minority Business _____ Other: (Please Specify)

______

4. Explain how you demonstrate your good faith commitment for equal opportunity for Minority Businesses (attach a detailed explanation).

I, the undersigned, hereby certify that the foregoing statistical information and any attachments hereto are true, accurate, and in accordance with the definitions set forth in this request for proposal to the best of my knowledge, information and belief, and those made on information and belief are believed to be true, accurate, and in accordance with the definitions set forth in this request for proposal.

Signature:

Print Name:

Title:

PROPOSER NAME: CORPORATE ADDRESS: CITY: STATE: ZIP: PHONE:

For EHS use only:

Appendix #1 - Erlanger Agreement

01ba42147b8d6bb8876c4d602b9868af.docx Page - 13 - Erlanger Health System PURCHASE AGREEMENT

This Purchase Agreement (the “Agreement”) is hereby entered into as of the date of latest signature and shall be effective as of the ___ day of ______, 2015 by and between the Chattanooga- Hamilton County Hospital Authority, also known as Erlanger Health System (the “Authority”) and ______(the “Vendor”). For purposes of this Agreement, Authority shall be deemed to include all affiliates and facilities of Authority, whether such relationship exists as of the Effective Date or commences at any time thereafter during any term hereof.

This Agreement shall be governed by the Exhibits and Attachments as indicated on Page 2 of this Agreement and are hereby incorporated by this reference.

The Parties acknowledge that if one of the Parties fails to date its signature, the Agreement will be effective as of the date the fully-signed Agreement is received by the Authority’s Legal Department.

IN WITNESS WHEREOF, the Parties have executed this agreement the day and year below written.

CHATTANOOGA-HAMILTON COUNTY ______HOSPITAL AUTHORITY (“Authority”) (“Vendor”)

By:______By:______Signature Signature

Name:______Name:______Title:______Title:______Date:______Date:______Address for notices to be sent: Address for notices to be sent:

Purchasing Department ______Erlanger Health System ______Attn: System Director, Supply Chain ______975 East Third Street ______Chattanooga, Tennessee 37403 ______Fax No: (423) 778-7525 Fax No. ______

Index of Exhibits and Attachments

Exhibit A – Terms and Conditions Exhibit B – Purchased Products and Pricing Exhibit C – List of Consignment Products Exhibit D - Consignment Terms Exhibit E –List of Facilities Exhibit F – New Product Introduction Exhibit G – Policy & Procedure for Loaner Instrumentation Exhibit H – Supplier Diversity Reports Exhibit I – E-Pay Information Exhibit J – Tax Exempt Exhibit K – Insurance Requirements Attachment A – Product Change Order Attachment B – Business Associate Agreement

01ba42147b8d6bb8876c4d602b9868af.docx Page - 15 - Erlanger Health System Exhibit A Terms and Conditions

1. PRODUCT PURCHASE AND PRICES. 1.1 List of Products. During the term of this Agreement, Authority may purchase the products listed in Exhibit B (the “Products”) from Vendor, at the prices indicated therein subject to these terms. 1.2 Product Exchange. Intentionally Deleted 1.3 Specifications. Vendor expressly represents, warrants, and agrees that all Products provided by Vendor under this Agreement will conform in all respects to Authority’s specifications, drawings, samples or other descriptions furnished, supplied or specified by Authority. 1.4 Deliveries. Pricing under the Agreement must include all charges for delivery of products to designated Authority locations within Hamilton County, Tennessee and surrounding communities. All shipments shall be made F.O.B., DESTINATION, FREIGHT PREPAID. Vendor shall contact Authority in advance regarding delivery arrangements. Authority is not responsible for delivery delays due to waiting times for loading and unloading at dock locations. A current list of Authority facilities is attached hereto as Exhibit E and is subject to change without notice to Vendor. 1.5 New Products. Intentionally Deleted 1.6 Loaner Instrumentation. Intentionally Deleted 2. VENDOR REPRESENTATIONS AND WARRANTIES. 2.1 Infringement. Vendor represents and warrants that the sale or use of the Products shall not infringe upon any United States or foreign patent. In the event of any claim of infringement, Vendor shall indemnify Authority in accordance with Section 10. If Authority is enjoined from using such Products, Vendor shall repurchase such Products from Authority at the original purchase price plus all costs and expenses associated with such Products. 2.2 Performance Satisfaction. Vendor hereby warrants that this Agreement and any payment by Authority hereunder is conditioned on the continuing satisfactory performance by Vendor of the requirements of this Agreement in a professional manner, and that goods and/or services provided or delivered by Vendor hereunder shall conform substantially to specifications set forth in Exhibit B. 2.3 Warranty of Fitness for a Particular Purpose. When Authority uses Vendor’s design, specifications or standard product, and when Vendor knows or should know the purpose or purposes of Authority’s intended use, Vendor expressly represents warrants and agrees that the same is and will be fit and sufficient for such purpose or purposes. 2.4 Merchantability. Vendor expressly represents warrants and agrees that all Products provided by Vendor under this Agreement will be of good quality, merchantable, of good workmanship, of materials and design best suited for the intended purposes, and free from defects of any kind. 2.5 Defects. If any Product is found to be defective in workmanship, material or design (except where such defect is a result of compliance with Authority’s specifications) or fails or is found to be non-conforming with specifications within eighteen (18) months after shipment or twelve (12) months after date of placing same into service, whichever date occurs first, it shall be, at Authority’s option, either repaired by Vendor, replaced at Authority’s facility by Vendor, or be returned at Vendor’s expense (including transportation and handling costs) for a full refund. 2.6 Warranty of Title. Vendor expressly represents and warrants that title to the Products conveyed hereunder shall be good and its transfer rightful, and such Products shall be

01ba42147b8d6bb8876c4d602b9868af.docx Page - 16 - Erlanger Health System delivered free from any security interest or other lien or encumbrance, and Authority may withhold payment pending receipt of evidence in form and substance satisfactory to the Authority of the absence of such liens, encumbrances, claims and security interests. 2.7 Cumulative Representations and Warranties. The foregoing representations and warranties are cumulative and each of them are in addition to any and all representations and warranties under applicable provisions of the U.C.C. or implied by law. All such representations and warranties shall survive the delivery of the Products to the Authority. 2.8 Compliance with Authority Policies. Vendor, its employees, agents or other representatives shall at all times comply with Authority’s policies and procedures, including but not limited to policies located in the VendorMate system. Vendor agrees that, to the extent applicable, it maintains a drug-free workplace and that its employees act in accordance with the highest ethical standards. Vendor agrees to abide by Authority’s Code of Conduct and Ethics, (a copy of which is available online at http://www.erlanger.org/workfiles/code_of_conduct.pdf), and Authority’s “Compliance with the Anti-Kickback Statute and Stark Law” Policy (a copy of which is available online at http://www.erlanger.org/workfiles/StarkAnti_Kickback %20Policy.Adm.980.NEW.09212010.doc.pdf), both incorporated herein by this reference, and the Compliance Program of Authority (a copy of which is available online at http://www.erlanger.org/workfiles/EHS%20Compliance%20Program%20Plan-2011.pdf) 2.9 Supplier Diversity. Authority expressly conveys to Vendor that supplier diversity is important and therefore, Vendor agrees to make a good faith effort to use minority-, women-, and disabled and/or veteran-owned businesses for goods and/or services required for the performance of this Agreement. Vendor will provide the Authority’s Supplier Diversity Administrator with quarterly reports in the form attached hereto as Exhibit H. 3. CHANGES TO AGREEMENT. 3.1 Product Change Order. Intentionally Deleted 3.2 Amendments. No amendments or modification of the terms and conditions of this Agreement shall be valid unless made in writing and signed by an authorized representative of each of the Parties. 4. PAYMENT TERMS. 4.1 Pricing. Vendor shall be compensated for the Products at the rate or rates as set forth on Exhibit B. Authority may dispute any amount on any invoice in good faith, and the Parties shall then attempt in good faith to promptly resolve any disputes with respect to such pricing Vendor acknowledges that the Authority is tax exempt (a copy of such tax exemption certificate attached hereto as Exhibit J). 4.2 Purchase Order Number. The Vendor shall invoice Authority upon shipment of Products against a specific purchase order number. The Invoice must reference the appropriate purchase order number in order to be paid. Any Invoice not referencing an authorized purchase order number will be considered incomplete and non-binding. Such Invoices will be returned to Vendor as un-payable. Vendor shall address and send Invoices to: Erlanger Health System Accounts Payable 975 East Third Street Chattanooga, Tennessee 37403 4.3 Fair Market Value. The Parties agree that the compensation paid to Vendor over the term of this Agreement is consistent with fair market value in arms-length transactions and is not determined in a manner that takes into account the volume or value of any referrals or business otherwise

01ba42147b8d6bb8876c4d602b9868af.docx Page - 17 - Erlanger Health System generated between the Parties for which payment may be made in whole or in part under Medicare or a State health care program. 4.4 Discounts. Authority understands that in the event Products are provided at less than the full price, such is a “discount” within the meaning of 42 U.S.C. Section 1320a-7b(b)(3)(A) of the Social Security Act and the regulations promulgated hereunder at 42 C.F.R, Section 1001.952(h) and that Authority may have an obligation to report this discount to any state or federal program which provides cost or charge-based reimbursement to Authority as the case may be for the items to which the discount applies. 5. TERM. This Agreement shall commence as of the Effective Date and shall continue in effect for a period of ______(X) years, and shall terminate at the end of such term unless renewed in writing by the Parties. 6. TERMINATION. 6.1 Termination For Cause. If the Vendor fails to perform properly its obligations under this Agreement or violates any term of this Agreement, the Authority shall have the right to terminate this Agreement immediately and withhold payments in excess of fair compensation for completed services. 6.2 Termination Without Cause. Authority shall have the right for any reason, at the sole discretion of the Authority, to terminate this Agreement upon thirty (30) days’ prior written notice to Vendor. 6.3 Termination Due to Determination of Illegality. In the event that a court or regulatory body exercising jurisdiction determines that this Agreement is illegal, in whole or in part, the Authority shall have the right to terminate this Agreement immediately or to reform the same in order to be in compliance with the law 6.4 Termination Due to Legislative or Administrative Changes. In the event that there shall be a change in the Medicare or Medicaid Acts or other government program, regulations, or general instructions (or in the application thereof), the adoption of new legislation, or a change in any other third Party payor reimbursement system, any of which materially affects the reimbursement which the Authority or Vendor may receive, either Party may by notice propose a new basis for compensation for the Items furnished pursuant to this Agreement. If such notice of new basis is given and if Vendor and the Authority are unable within sixty (60) days thereafter to agree upon a new basis for compensation, either Party may terminate this Agreement by thirty (30) days’ prior written notice to the other on any future date specified in such notice 6.5 Bankruptcy or Insolvency. If either Party (the “Defaulting Party”) to this Agreement shall be declared bankrupt or become insolvent or go into liquidation for any purpose, the other Party may transmit to the Defaulting Party written notice of its intention to terminate this Agreement and such termination may be effective immediately. The immediate termination of this Agreement as a result of bankruptcy, insolvency or liquidation shall not preclude the other Party from pursuing other remedies available to it at law or in equity Agreement Expiration. Vendor is hereby notified that Authority shall neither be responsible, nor be obligated to pay, for goods or services provided after the expiration of this Agreement. No payment shall be made for goods or services provided during a period for which no agreement is in place. No agreement shall be back-dated to cover goods or services provided during a lapse in agreement. 6.6 Erroneous Award. The Authority reserves the right to terminate this Agreement immediately if the award of this Agreement is deemed to be erroneous or improper through the Authority's grievance procedure or otherwise. 7. CONFIDENTIALITY 7.1 Proprietary Information. In furtherance of this Agreement, it may be necessary or desirable for the Authority hereto to disclose proprietary, trade secret and/or other confidential information (hereinafter "Confidential Information") to Vendor. All such Confidential Information shall remain the property of the Authority. Vendor hereto agrees 01ba42147b8d6bb8876c4d602b9868af.docx Page - 18 - Erlanger Health System that any such Confidential Information disclosed to him or her, or to it or its employees, agents and/or Vendors, shall be used only in connection with the legitimate purposes of this Agreement, shall be disclosed only to those who have a need to know it and are obligated to keep same in confidence, and shall be safeguarded with reasonable care. 7.2 Exceptions. The foregoing confidentiality obligation shall not apply when, after and to the extent the Confidential Information disclosed: (i) is now, or hereafter becomes, generally available to the public through no fault of the receiving Party or its employees, agents or contractors; (ii) was already in the possession of the receiving Party without restriction as to confidentiality at the time of disclosure as evidenced by competent written records; or (iii) is subsequently received by the receiving Party from a third Party without restriction and without breaching any confidential obligation between the third Party and the disclosing Party hereunder. 7.3 Disclosed in Accordance with Law. Confidential Information may also be disclosed to the extent required by law. The Party making such disclosure of the other Party's Confidential Information as required by law agrees to give maximum practical advance notice of same and request such confidential treatment of such disclosure from the recipient thereof as may be afforded by law. The terms of this Agreement shall not be disclosed to any third Party, except as required by law or with the permission of the other Party. Vendor knows and understands that the Authority is a Tennessee governmental entity, and as such the meetings of its Board are subject to the Tennessee Open Meetings Act and the Authority is subject to the Tennessee Open Records Act. Accordingly, and notwithstanding any provision in this Agreement to the contrary, Vendor agrees that any actions taken by Authority pursuant to these laws shall not constitute a breach of this Agreement by the Authority. 7.4 Disclosure of Patient Health Information. To the extent Vendor is incidentally exposed to Protected Health Information (“PHI”), as such is defined under Title II, Subtitle F of the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. §§ 1320d – 1320d- 8) and regulations promulgated thereunder (45 C.F.R. Parts 160, 162, and 164) (collectively, “HIPAA”), Vendor shall respect the confidentiality of all PHI and shall comply with all applicable laws and regulations concerning their maintenance and protection. To the extent that Vendor is a business associate of Authority in Authority’s sole discretion, Vendor and Authority shall execute the Business Associate Agreement attached hereto as Attachment B. 7.5 Equitable/Injunctive Relief. Vendor acknowledges and agrees that any use, disclosure or maintenance of Confidential Information in a manner inconsistent with this Agreement may give rise to irreparable injury to Authority for which damages would not be an adequate remedy. Accordingly, in addition to any other legal remedies which may be available at law or in equity, Authority shall be entitled to seek equitable or injunctive relief against any use or disclosure of confidential information in violation of this Agreement or any failure to maintain the security of Confidential Information as required by this Agreement. 8. OWNERSHIP OF DOCUMENTS. Any and all documents, to include but not limited to data, studies, reports or any other work products whether obtained from the Authority or created for the Authority in the performance of the Agreement, shall be the property of the Authority. It shall be considered a breach of this Agreement for the Vendor to reproduce or use any of these documents except in the performance of the Agreement. 9. INSURANCE. Vendor shall, at its sole cost and expense, procure and maintain such policies of general liability, professional liability, and other insurance with such coverages and in such amounts as set forth in Exhibit K, incorporated by this reference, to insure Vendor and its officers, directors, Vendors, agents and employees against liability, loss or damage arising by 01ba42147b8d6bb8876c4d602b9868af.docx Page - 19 - Erlanger Health System reason of the negligent acts or omissions or the reckless or intentional misconduct of such Party, its officers, directors, shareholders, managers, members, agents or employees in connection with this Agreement. Evidence of such insurance shall be furnished with the signed Agreement. 10. INDEMNIFICATION. 10.1 General. Vendor shall indemnify and hold harmless Authority and its subsidiaries and affiliates, and their respective officers, directors, Vendors, agents and employees, from and against any and all claims, suits, actions, proceedings, fines, penalties, losses, damages, liabilities, costs and expenses (including without limitation all reasonable attorneys' fees and court costs) that arise from, out of, or are caused by any negligent act or omission or any reckless or intentionally wrongful conduct of or by Vendor or its officers, directors, shareholders, agents, Vendors or employees in connection with performance of or compliance with the duties required under this Agreement. 10.2 Intellectual Property. In addition, Vendor shall indemnify and defend Authority against, and hold Authority harmless from, any liability, damage, cost, or expense resulting from any claim alleging that any goods or services furnished by Vendor under this Agreement infringes on any United States patent, trademark, or copyright of any third Party. Authority shall give Vendor prompt notice of any such claim and shall cooperate with the reasonable requests of Vendor and its counsel in the defense of the claim. Resolution of any such matter shall be within the sole discretion of the Vendor and at its sole expense. Vendor, with the consent of Authority, which consent shall not be withheld unreasonably, shall substitute or modify the goods, services or any other deliverables so that it becomes non- infringing but remains functionally equivalent as long as such modifications meet the requirements of this Agreement. 11. COMPLIANCE. 11.1 Regular Business Reviews. Vendor and Authority shall participate in (semi-annual or quarterly) Business Reviews. The Vendor will be responsible for scheduling these meetings in advance and will discuss identified or later requested information regarding performance indicators. Information to be discussed may include but not limited to invoice accuracy, cost reduction opportunities, and compliance with Agreement terms. 11.2 Good Standing. Vendor represents and warrants that it has never been sanctioned by or excluded from participation in the Medicare, Medicaid or any other state or federal healthcare program for program-related offenses and has never been convicted of a criminal offense related to health care. Vendor shall notify Authority immediately if any such action is proposed or taken against it, or if it becomes the subject of an investigation that could lead to such action, at which time Authority may terminate this Agreement pursuant to the provisions of Section 6.1 above. 11.3 Compliance with Applicable Law and Policy. Both Parties shall comply with all applicable Federal, state and local laws, regulations and orders in the performance of this Agreement, including but not limited to the Ethics in Patient Referrals Act, 42 U.S.C. § 1395nn and accompanying regulations (42 CFR Part 411), more commonly known as the Stark Law, and the Medicare and Medicaid AntiFraud and Abuse Law, 42 U.S.C. § 1320a7b, more commonly known as the Anti-Kickback Law. 11.4 Conflict of Interest/Disclosure. 10.4.1 At the request of the Authority, Vendor shall submit conflict disclosure statements to the Authority in a form acceptable to the Authority, which shall disclose any existing or potential conflicts of interest. In addition, should the Authority determine that a conflict of interest may exist, the Authority shall give notice to Vendor, and the Vendor shall fully disclose all pertinent facts and documents and submit a plan of cure within fifteen (15) days of such notice to the Authority for approval. Such plan may be

01ba42147b8d6bb8876c4d602b9868af.docx Page - 20 - Erlanger Health System accepted, rejected, accepted only if modified, or otherwise negotiated by the Authority for an additional five (5) business days. Approval by the Authority shall not be unreasonably withheld. Provided, however, notwithstanding the foregoing, if a conflict appears to the Authority to exist and the conflict is not cured or a plan to cure is not accepted by the Authority within ten (10) business days after it is submitted, this Agreement may be terminated by the Authority without notice and without further delay. 10.4.2 Vendor warrants that no amount to be paid under this Agreement has been or will be paid to or shared with, directly or indirectly, any employee, officer, agent, board member, Trustee, or official of the Authority as wages, compensation, gifts, or otherwise. In addition, Vendor agrees to disclose the name of any officer, director, employee, consultant, independent Vendor, or agent of Vendor who is also an employee, officer, Vendor, board member, Trustee, or official of the Authority or any of its subsidiaries. Further, Vendor agrees to disclose the name of any Authority employee, officer, agent, board member, Trustee, or official who owns, directly or indirectly, any interest in the Vendor’s company, or any of its branches or affiliates. Finally, Vendor agrees to avoid at all times any conflict of interest between his/her/its duties and responsibilities as a Vendor with the Authority and his/her/its interests outside the scope of any current or future agreements with the Authority. 12. LIMITATION OF LIABILITY. Notwithstanding any provision on this Agreement to the contrary, any liability of the Authority under this Agreement shall be limited to the coverages, amounts and procedural requirements of the Tennessee Governmental Tort Liability Act, and any other local, state, or federal law or regulation limiting the liability of Authority or its trustees, officers, employees or agents, and this liability is expressly subject to the provisions of such laws, as such now exist or may be hereafter amended, revised or interpreted. 13. PRODUCTS TRAINING AND SUPPORT. Vendor shall, at its expense, make available to Authority appropriate in-service training on the safe and effective use of Vendor’s Products purchased under this Agreement. 14. ACCESS TO BOOKS AND RECORDS. 14.1 Right to Audit. Vendor shall maintain accurate books and records in accordance with generally accepted accounting principles ("GAAP") in connection with its performance pursuant to this Agreement. Vendor shall retain any and all such books and records concerning the subject matter of this Agreement during the term of this Agreement and for a period of two (2) years after its termination. At any time during any term or renewal of this Agreement, and for a period of two (2) years following expiration or termination hereof, Authority may, at its option, review and audit the books and records of Vendor that are reasonably related to the obligations of Vendor under this Agreement. Such reviews and audits shall be performed during Vendor’s regular business hours upon reasonable prior written notice to Vendor. 14.2 Verification of Costs. 14.2.1.1 To the extent required by Section 1861 of the Social Security Act, Vendor shall, upon proper request, allow the United States Department of Health and Human Services, the Comptroller General of the United States, and their duly authorized representatives access to this Agreement and to all books, documents, and records necessary to verify the nature and extent of costs and services provided by Vendor under this Agreement, at any time during the term of this Agreement, and for an additional period of four (4) years after the last date Products or services are furnished under this Agreement. If Vendor carries out any of its duties under this Agreement through an agreement between it and an individual or organization related to it, Vendor shall require that a clause be included in such agreement to the effect that until the expiration of four (4) years after the furnishing of Products or services pursuant to such agreement, the related organization will make available, 01ba42147b8d6bb8876c4d602b9868af.docx Page - 21 - Erlanger Health System upon written request of the Secretary of Health and Human Services or the Comptroller General of the United States, or any other duly authorized representatives, all agreements, books, documents, and records of said related organization that are necessary to verify the nature and extent of the costs of Products or services provided by that agreement. 14.2.1.2 If the Vendor is requested to disclose any books, documents, or records related to this Agreement for the purpose of an audit or investigation, the Vendor shall notify the Authority of the nature and scope of such request and shall make available to the Authority, upon written request of the Authority, all such books, documents or records. 14.2.1.3 The Vendor shall indemnify and hold harmless the Authority in the event that any amount of reimbursement is denied or disallowed by the reimbursement programs because of the intentional failure of the Vendor or any of his related contractors or subcontractors to comply with the obligations stated in Subsection 14.2.1.1. Such indemnity shall include the amount of any interest and penalties. 15. DISASTER RECOVERY. Intentionally Deleted. 16. Right to Restrict. Vendor acknowledges that the Authority has the right to deny access to any Vendor or representative of Vendor failing to comply with this Agreement or with Authority’s policies and procedures. 17. MISCELLANEOUS. 17.1 Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Tennessee. Venue shall lie in a court of proper subject matter jurisdiction sitting in Hamilton County, Tennessee. 17.2 Dispute Resolution. If a dispute arises out of or relates to this Agreement, or the breach thereof, the Parties agree to meet and attempt to resolve the issue by negotiation. If the dispute cannot be settled through direct negotiation, the Parties agree to try in good faith to settle the dispute by mediation. The mediation will be held in Chattanooga, Tennessee and shall be before a mediator chosen by agreement of the Parties. If the Parties are unable to agree to a mediator within ten (10) days of one Party notifying the other that mediation is requested, the mediation shall be administered by PDRS, Inc. under its Collaborative Mediation Procedures. Mediation shall be held before either Party may resort to litigation. 17.3 Force Majeure. Neither Vendor nor Authority shall be liable for failing to fulfill any obligation under this Agreement if such failure is caused by an event beyond such Party's reasonable control which is not caused by such Party's fault or negligence. Such events shall be limited to acts of God, acts of war, fires, lightning, floods, or riots. This provision shall not be construed to lessen Vendor’s disaster planning and response obligations under the Vendor Agreement. 17.4 Survival. Certain terms and conditions contained in this Agreement shall survive the termination, cancellation, or completion of performance of this Agreement. 17.5 Waivers. The failure of either Party to exercise any rights provided for in this Agreement shall not be deemed a waiver of any rights under this Agreement unless such Party provides such a waiver in writing. No waiver shall be deemed to be a waiver of the same or any other term or condition at any other time. 17.6 Notices. Whenever under the terms of this Agreement, written notice is required or permitted to be given by a Party to each other Party, such notice shall be deemed to be sufficiently given upon delivery if personally delivered, or within three (3) business days after being deposited in the 01ba42147b8d6bb8876c4d602b9868af.docx Page - 22 - Erlanger Health System United States Mail in a properly stamped envelope, certified mail, return receipt requested, addressed to the Party to whom it is to be given at the address set forth below: A Party may change its address for purposes of this Agreement by giving notice of such change to each other Party in accordance with the provisions of this Section. 17.7 Assignment or Subcontracting. Vendor shall not subcontract or assign this Agreement or any of its rights and obligations hereunder, without the prior written consent of Authority, which consent shall not be unreasonable withheld. 17.8 Documentation. Vendor shall promptly furnish Authority with a Form W-9, Form W- 8BEN, or any other applicable form as may be requested by Authority to comply with information reporting regulations and requirements. 17.9 Entire Agreement. This Agreement sets forth the entire understanding and agreement between the Parties hereto and shall be binding upon the Parties and their successors, if any. All prior negotiations, agreements and understandings as to the matters herein concerned are expressly superseded hereby. The Authority is not bound by this Agreement until it is approved by the appropriate Authority officials indicated on the signature page of this Agreement.

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01ba42147b8d6bb8876c4d602b9868af.docx Page - 23 - Erlanger Health System EXHIBITS FOLLOWExhibit B Purchased Products and Pricing

Additional Pricing Include any additional charges that will be incurred by EHS. Any charges found on subsequent invoices that are not found here will be refused.

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Erlanger Health System Baroness Authority Hospital 975 East Third Street Chattanooga, TN 37403 423-778-7000

Erlanger North Hospital 632 Morrison Springs Road Red Bank, TN 37415 423-778-3300

T.C. Thompson Children’s Hospital 910 Blackford Street Chattanooga, TN 37403 423-778-6011

Plaza Ambulatory Care Center 979 East Third Street Chattanooga, TN 37403 423-778-3000

Erlanger East 1755 Gunbarrel Road Chattanooga, TN 37421 423-778-8400 (Outpatient Surgery)

Erlanger Bledsoe 71 Wheeler Town Pikeville, TN 37367

Sequatchie Valley ED 16931 Rankin Avenue Dunlap, TN 37327

Exhibit H Supplier Diversity Reports

 Quarterly report representing “Total Spending” and “Minority Spending” or percentage (%) representing Minority/Women-owned Business Enterprise (MWBE) Spending.  A copy of Vendor’s “Minority/Women-owned Business Enterprise Report covering Vendor’s, fiscal year”.  Annual copies of Vendor “MWBE, Small Business and Small Disadvantaged Business Subcontracting Plan”.

Exhibit J Tax Exemption Certificate

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Insurance: Vendor shall, at its own expense, obtain and maintain throughout the term of this Agreement, and a run out period if required by Authority, policies of insurance as set forth below, in a form and with carriers reasonably acceptable to Authority. All insurance policies must be primary and non-contributing and must be issued by companies licensed in the state(s) where the Services are to be performed who hold a current Policy Holder Alphabetic Category Rating of not less than “A-” and Financial Size Category Rating of not less than “VII” according to the latest edition of A.M. Best’s Key Rating Guide. Any other insurance carried by Authority which may be applicable, will be deemed to be excess insurance and Vendor’s insurance must contain a provision that it is deemed primary and non-contributing with any insurance carried by Authority. Each insurance policy required of Vendor must contain a cross-liability or separation of insureds provision that provides that the insurance applies separately to each insured against whom a claim is filed and that the policies do not exclude coverage for claims or suits by one insured against the other. It is the intent of the Parties to have Vendor’s, and not Authority’s, insurance cover claims brought against either Party that arise out of or are related to this Agreement.

Workers’ Compensation (WC) and Employers’ Liability Insurance: Vendor shall obtain and keep in force Workers’ Compensation and Employers’ Liability Insurance policies as required by all applicable state jurisdictions. Vendor shall obtain and confirm in writing, a waiver of subrogation from the WC carrier for the benefit of Authority. Said waiver will not be applicable in any incident where the willful misconduct or grossly negligent action of Authority or Authority’s designated agent is determined to be the cause of injury or damage.

Commercial General Liability (CGL) Insurance: Vendor shall obtain and keep in force an “occurrence” CGL insurance policy during the agreement period and the useful life of the services and installed products. If said CGL insurance covers the Services being performed by Vendor under this Agreement, Authority agrees to waive the requirements for Professional Errors and Omissions Liability Insurance as required below. Coverage shall include bodily injury, property damage, personal injury, advertising injury, products and completed operations, and contractual liability in the following amounts:

Each Occurrence Limit $1,000,000.00 Products/Completed Operations Aggregate Limit $1,000,000.00 Advertising Injury and Personal Injury Aggregate Limit $1,000,000.00 General Aggregate $1,000,000.00

Authority and its designated agents (if any) shall be named as “additional insured as their interests may appear” with respect to third Party claims or actions brought directly against Authority or against Authority and Vendor as co-defendants and arising out of services being provided or performed by or on behalf of the Vendor as per this written agreement. Vendor’s insurance shall be primary and non-contributory with respect to any other insurance or self-insurance that may be maintained by Authority but only in respect to damages caused by the negligence of the Vendor. Vendor’s Commercial General Liability policy or policies will: (A) provide that the insurance company has the duty to defend all insureds under the policy; and (B) provide that defense costs are paid in addition to, and do not deplete, any of the policy limits.

Umbrella/Excess Liability Insurance: Vendor shall obtain and keep in force an umbrella/excess liability policy with a per occurrence limit of four million dollars ($4,000,000.00). Said insurance shall follow the form of the primary CGL insurance coverage required above.

Property Insurance: Vendor shall obtain and keep in force “Blanket Real and Personal Property” insurance or equivalent property insurance for the full replacement cost of Vendor’s personal property at Authority’s premises and on the fixtures and improvements, if any, that are installed on the premises and owned by Vendor. Authority shall not be responsible for any loss of the personal property of Vendor or of the personal property of Vendor’s employees.

01ba42147b8d6bb8876c4d602b9868af.docx Page - 28 - Erlanger Health System Waiver of Subrogation: In addition to the waiver of subrogation required with respect to the Workers’ Compensation coverage (see above), Vendor, on behalf of itself and its insurers, waives the right of subrogation against Authority and its employees, Vendors and agents for any claims, demands or losses arising out of any perils or incidents which are or would be covered by any required insurance (automobile liability and professional E&O excepted). Vendor will obtain and confirm in writing a waiver of subrogation from its insurers. Such waivers of subrogation will not be applicable in any incident where the willful misconduct or gross negligence of Authority or its employees, Vendors or agents is determined to be the cause of injury or damage.

Certificates Of Insurance: Vendor agrees to arrange for the delivery of evidence of insurance with current Certificates of Insurance to Authority. Said Certificates are to be delivered to the designated person at Authority’s address at least ten (10) days prior to the execution of this Agreement and within ten (10) days of the expiration or replacement of any required insurance policy.

Notice Of Change: Authority shall be notified thirty (30) days in advance of any change in carrier, insurance policy, any cancellation of insurance policy or any single or cumulative reduction of insurance policy limit availability that exceeds ten percent (10%) of any required limit in this Agreement.

Failure To Maintain Insurance: If Vendor fails to secure or maintain any insurance required in this Agreement, Vendor shall be granted fifteen (15) days to meet the insurance requirements. If the deficiency is not corrected, Authority may, at its option, declare that this Agreement is in default.

None of the foregoing requirements as to the type and limits of insurance to be maintained by Vendor is intended to, and such requirements should not be construed to limit in any manner Vendor’s obligations under this Agreement.

01ba42147b8d6bb8876c4d602b9868af.docx Page - 29 - Erlanger Health System Signature Page

In Executing this Proposal, each Proposer affirms that all of the requirements of the Proposal are understood and accepted by the Proposer. The undersigned has reviewed the Proposal as submitted and understands Erlanger Health System will not be responsible for any errors or omissions on the part of the undersigned preparing this Proposal.

Signature Print

Company

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