Franciscan Missionaries of Our Lady Health System
General Terms and Conditions
Section 1 Products. Seller agrees to provide the products and/or services as set forth on Attachment B, attached hereto and incorporated herein, to the Franciscan Missionaries of Our Lady Health System (FMOLHS), Inc. and all its wholly owned subsidiaries.
Section 2 Seller Representations and Warranties . Seller represents and warrants that:
(A) No physician holds an ownership or investment interest in the Seller; no immediate family member of a physician holds an ownership or investment interest in the Seller; no physician holds an interest in an entity that holds an ownership or investment interest in the Seller; and no immediate family member of a physician holds an interest in an entity that holds an ownership or investment interest in the Seller.
(B) No person who works for FMOLHS or any of its affiliates is an owner, officer, director, trustee, partner, agent or employee of Seller.
(C) Seller shall at all times render services in a competent, professional and ethical manner, in accordance with all applicable statutes, regulations, rules, orders and directives of any and all applicable governmental and regulatory bodies having competent jurisdiction.
(D) Seller is duly authorized to do business in the State of Louisiana.
Section 3 Indemnity. Seller hereby agrees to indemnify and hold FMOLHS, its officers, directors, agents, employees, affiliates, successors and assigns, harmless for all losses, liabilities, claims, and expenses, whatsoever, including attorney’s fees arising out of any act or omission of Seller relating to, arising out of, or in connection with this Agreement and the products or services provided hereunder.
Section 4 Insurance . Seller shall obtain and maintain throughout the entire Term of the Agreement:
(A) Commercial general liability insurance coverage with minimum limits of liability of not less than $1,000,000 dollars per occurrence and $2,000,000 dollars in the aggregate; and
(B) Workers' compensation insurance for its agents, servants, and employees in the State statutory amount throughout the entire term of this Agreement.
Section 5 Termination.
(A) Either Party may terminate this Agreement at any time, without cause and without penalty, by giving the other Party at least thirty (30) days advance written notice of termination.
(B) If FMOLHS or Seller materially breaches its obligations under this Agreement and does not cure such breach within fifteen (15) days of written notice of such breach, the non-breaching party may terminate the Agreement for the without liability for such termination.
(C) This Agreement shall automatically terminate for cause if either Party becomes insolvent or suspends its Party's operations or files a petition or proceeding made by or against the other Party under any state, federal or other applicable law relating to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors or other similar proceedings.
Section 6 General Provisions.
(A) Independent Contractor Status . In the performance of the work, duties, and obligations of the Seller under this Agreement, it is mutually understood and agreed by the Seller and FMOLHS that the Seller and its agents/employees are at all times acting and performing as independent contractors. FMOLHS shall neither have nor exercise any control or direction over the methods by which the Seller or its agents/employees shall perform work.
(B) Modification of Agreement . This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and shall be modified only by an instrument in writing signed by a duly authorized representative of each of the Parties.
(C) Assignment . Neither Party shall assign its rights nor duties under this Agreement to a third party without prior written consent of the other Party.
(D) Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Louisiana. Any proceeding regarding this Agreement shall be instituted and conducted in East Baton Rouge Parish.
(E) Notices . Any notices required or permitted hereunder shall be sufficiently given if sent by registered or certified mail, postage prepaid, or personally delivered to the Parties at the addresses set forth on Page 1 of this Agreement.
(F) No Waiver . No waiver of a breach of any provision of this Agreement shall be construed to be a waiver of any breach of any provision of this Agreement or of any succeeding breach of the same provision. No delay in acting with regard to any breach of any provision of this Agreement shall be construed to be a waiver of such breach.
(G) Statutory Employer for Workers’ Compensation Issues . Pursuant to the provisions of Louisiana R. S. 23:1031 and Louisiana R. S. 23:1061 as amended by Act 315 of the 1997 Regular Legislative Session and for the purpose of this Agreement, Seller and FMOLHS jointly agree, stipulate and recognize that FMOLHS shall be the statutory employer of Seller’s employees and/or all employees of any subcontractor hired or retained in any manner by the Seller and/or any other person for whom the Seller may be held responsible while any of the above described persons are performing any work or providing any services under this Agreement. FMOLHS and Seller further stipulate, agree and recognize that all work performed under the Agreement shall be considered part of FMOLHS’s trade, business or occupation and shall be specifically considered an integral part of or essential to the ability of FMOLHS to generate its goods, products or services. FMOLHS and Seller further stipulate, agree and recognize that the services or work provided by any subcontractor or other person retained by the Seller for the performance of any work or service under this Agreement shall be contemplated by and included in this provision.
(H) Excluded Provider . Seller represents and warrants that neither the Seller nor its employees are listed by a federal agency as excluded, debarred, suspended, or otherwise ineligible to participate in federal programs, including Medicare and Medicaid, and is not listed, nor has any current reason to believe that during the term of this Agreement will be so listed, on the HHS-OIG Cumulative Sanctions Report or the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs. Seller represents and warrants that neither it nor its employees is listed on the Specially Designated National and Blocked Persons list by the Office of Foreign Assets Control. The Parties agree that either may terminate this Agreement, upon notice to the other, in the event that FMOLHS or Seller or any person providing services under the terms of this Agreement, as appropriate, is listed on the HHS-OIG Cumulative Sanctions Report or on the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, or on the Specially Designated Nationals and Blocked Persons list by the Office of Foreign Assets Control.
(I) Dispute Resolution . Any dispute between the Parties in connection with or related to this Agreement will be resolved in the following manner: (a) The Parties will meet and, in good faith, attempt to resolve such dispute within ten (10) days of written notification from the other Party of the existence of a dispute as to any material breach or provision of this Agreement; (b) If the Parties are unable to resolve the dispute themselves, the Parties agree to participate in a mediation to be held within one month of the date of the meeting held pursuant to the immediately preceding provision. The mediation will be conducted in accordance with the rules of the American Health Lawyers Alternative Dispute Resolution Service. Fees and expenses of the mediator shall be paid equally by the parties. (c) If the Parties are unable to resolve the dispute, the Parties may take any further action as permitted by law.
(J) Force Majeure . Neither Party shall be liable or deemed to be in default in performance under this Agreement or any other interruption of service resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, fire, explosions, earthquakes, floods, failure of transportation, strikes, or other work interruptions by either Parties’ employees, or any similar or dissimilar cause beyond reasonable control of either party.
(K) Severability and Reformation . If any term of this Agreement is held unenforceable or invalid for any reason and not susceptible to reformation due to a change in applicable law or regulation, the remaining portions shall continue in full force and effect, unless the effect of such severance would be to substantially alter the Agreement or obligations of the Parties, in which case the Agreement would be immediately terminated.
(L) Entire Agreement . This Agreement and the Attachments incorporated herein set forth the entire Agreement and understanding between the Parties and incorporates and supersedes prior discussions, Agreements, understandings, and representations between them.
(M) Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute one and the same instrument.
(N) Authority . Seller shall not have any power or authority whatsoever to discuss, negotiate or execute any kind of contract or other obligation or Agreement on behalf of FMOLHS.
(O) Non-Exclusivity . This Agreement is non-exclusive and FMOLHS may have other parties provide the same or similar services as are provided by Seller.
(P) Third Party Beneficiary . The obligations of each Party to this Agreement shall inure solely to the benefit of the other Party, and no other person or entity shall be a third party beneficiary to this Agreement.
(Q) Execution . By their signature below, each of the following represent that they have authority to execute this Agreement and to bind the party on whose behalf their execution is made.