Participation Agreement

This Participation Agreement(“Agreement”) is entered into and effective on date of enrollment, by and between PSMA CONNECT LLC. (“PSMA”) a Delaware corporation, and the enrolled practice or entity (“Purchaser”).

MEMBERSHIP IN PSMA CONNECT IS FREE AND THERE IS NO OBILIGATION TO PURCHASE.

PSMA is a health care, group purchasing organization (GPO) and has negotiated discount pricing contracts, with certain distributors, manufacturers, vendors, and has affiliate agreements with certain other GPOs providing Purchaser access to discounted pricing for products and services used in the conduct of Purchaser’s business. Purchaser desires to purchase such products and services in an effort to reduce Purchaser’s administrative burden and to lower Purchaser’s costs of healthcare delivery. Therefore, in consideration of the mutual agreements set forth herein, PSMA and Purchaser agree as follows:

Subject to the terms of this agreement, PSMA grants Purchaser a limited license to access the favorable pricing available through the cooperative program and to any affiliate agreement contracts negotiated.

Both Parties desire for PSMA to be able to expand its scope of access to discounted products and services available to Purchaser by having PSMA negotiate agreements with other GPOs to access their contracts. Purchaser hereby gives PSMA limited agency authority to act as the Purchaser’s purchasing agent and (1) enroll the Purchaser with other GPO programs (2) sign each GPO’s applicable membership agreements on Purchaser’s behalf of purchaser, so long as there is no obligation on the part of the Purchaser to purchase products or services and no membership fees payable by Purchaser required under the terms and conditions of the GPO’s membership agreement, and (3) accept (for subsequent distribution by PSMA to purchaser) any disclosures, reports, and/or other notices that Provista, or other GPO may prepare pursuant to the requirements of the federal health care program anti-kickback laws GPO safe harbor, 42 C.F.R §1001.952(j).

Purchaser, understanding that the power of a group purchasing program is in the member’s support of the contracted products and services, agrees to use reasonable effort to purchase products through the program. Purchaser will give contracted products the opportunity to prove their quality and cost effectiveness.

Purchaser, its employees and their families are entitled to make unlimited use of some of the program for their respective non-business, personal purchases through the Employee Saving Program.

Purchaser understands that PSMA may receive fees of varying amounts, either directly or indirectly from suppliers based on the purchaser’s purchases. The majority of the fees received are less than 2% of the total sales of contracted items to the purchaser.

The initial membership is for 24 months, commencing on the Effective Date. After the initial term, on each anniversary of the Effective Date, the term will automatically renew for an additional 12-month term. Either party may cancel at any time.

PSMA makes no warranties or representations as to the goods purchased. Purchaser’s sole remedy will be under the warranty, if any made by Vendors. PSMA HAS MADE NO AFFIRMATION OF FACT AND HAS MADE NO PROMISE RELATING TO THE GOODS BEING PURCHASED, INCLUDING THOSE UNDER PRICING ARRANGEMENTS NEGOTIATED BY PSMA, THAT HAS BECOME ANY BASIS OF THE BARGAIN. FURTHER, PSMA HAS MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE GOODS PURCHASED, INCLUDING THOSE UNDER PRICING ARRANGEMENTS NEGOTIATED BY PSMA, THAT HAS CREATED OR AMOUNTED TO AN EXPRESS WARRANTY THAT THE GOODS WOULD CONFORM TO ANY AFFIRMATION OR PROMISE. PSMA MAKES NO WARRANTY OF MERCHANTABILITY WITH RESPECT TO THE GOODS OR SERVICES PURCHASED, INCLUDING THOSE UNDER PRICING ARRANGEMENTS NEGOTIATED BY PSMA. PSMA MAKES NO WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSES WHATSOEVER WITH RESPECT TO THE GOODS PURCHASED, INCLUDING THOSE UNDER PRICING ARRANGEMENTS NEGOTIATED BY PSMA.

Any controversies or disagreements arising out of, or relating to, this Agreement or the breach thereof, will be settled by arbitration in accordance with the rules then existing of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The laws of the State of Alabama shall govern this Agreement.


This document is to access our Aggregation Tiers for greater discounts

Aggregation Statement of Work    -    Provista/PSMA CONNECT

Provista, LLC (“Provista”), a Delaware limited liability company, having a principal place of business at 220 East Las Colinas Boulevard, Irving, Texas 75039-5500, shall provide the services detailed in this Aggregation Statement of Work (“SOW”) to the PSMA/MedACCESS Group which includes each Participating Customer that elects to participate in the PSMA/MedACCESS Group by executing a SOW (collectively, “Participating Customers”). During the Term (as defined in the Term and Termination section below) of this SOW, Participating Customers may be added or deleted as determined necessary by Provista and as documented by a written Amendment to this SOW. This SOW is made as to each Participating Customer individually pursuant to the terms and conditions of each respective Provista - PSMA/MedACCESS GPO Participation Agreement (“Participation Agreement”) between Provista - PSMA/MedACCESS and each Participating Customer. This SOW shall become effective on (the “Effective Date”).

Services Description
Provista shall provide the opportunity for enhanced pricing and cost savings on those certain committed contracts listed in Exhibit A (“Committed Contracts”) to this SOW to an aggregated group of certain Provista customers that elect to participate in the PSMA/MedACCESS Group.

Provista Responsibilities
  1. Provista shall provide program management support, including the identification, high-level analysis, and prioritization of the PSMA/MedACCESS Group’s potential opportunities.
  2. Provista shall communicate with all Participating Customers as necessary to ensure that Participating Customers are informed of important PSMA/MedACCESS Group matters.
  3. Provista shall add new and/or eliminate certain existing Supplier Contracts on a routine basis by providing notice of such addition to the Participating Customers. On an annual basis, Exhibit A will be updated to reflect all Supplier Contracts as of the end of the applicable calendar year pursuant to a written amendment to this SOW.
  4. With respect to each Participating Customer, Provista shall measure and monitor Participating Customer level compliance and provide support for identified issues. Provista shall keep such information confidential and shall not disclose any such information to any other Participating Customer.
  5. Provista shall provide overall management of the PSMA/ MedACCESS Group which shall include identifying cost saving opportunities based upon total spend of the PSMA/ MedACCESS Group Program Group, potential savings, prioritization of savings opportunities, supplier behaviors, and the Participating Customers’ ability to change behaviors as necessary to achieve savings. Provista shall, where possible, maximize Supplier Contract tiers.
  6. Provista shall measure and monitor initiative success, which includes tracking all initiatives for timeliness, success, and goal attainment; reviewing and reporting supplier contract compliance to contract terms, and reviewing and reporting customer compliance to the PSMA/MedACCESS Group commitments. Provided however, that Provista shall not disclose any information or data concerning any Participating Customer's individual purchases or purchasing patterns to any other Participating Customer or third party.
  7. Provista shall provide quarterly spend analysis data with respect to each Participating Customer and the PSMA/MedACCESS Group. Provided however, that Provista shall not disclose any information or data concerning any Participating Customer's individual purchases or purchasing patterns to any other Participating Customer or third party.
  8. Provista shall assign a resource as necessary to deliver the services to the PSMA/MedACCESS Group under this SOW.
  9. Notwithstanding anything to the contrary in the Participation Agreement, the terms, conditions, and pricing of this SOW and any intellectual property created or used in this SOW are solely owned by Provista and are its Confidential Information on a perpetual basis. Therefore, they may be used or replicated by Provista for other Provista customers or groups without accounting of activities to, or any payments to, Participating Customers. This SOW and any Provista Confidential Information may not be disclosed by Participating Customers to third parties, except to Participating Customers’ attorneys, accountants, or other consulting advisors who are under nondisclosure and nonuse agreements.
Participating Customers’ Responsibilities
Participating Customers’ responsibilities include the following:
  1. Each Participating Customer shall enter into the specified Novation Committed Agreement, as applicable.
  2. During each calendar year (12 month) period during the term of this SOW, each Participating Customer shall commit to purchase 80% of all those certain contract products listed on the attached Exhibit A which are available through the Committed Contracts. Provista, at its sole option, may lower the foregoing purchase commitment by providing written notice to each Participating Customer, provided that any such reduction shall apply to all Participating Customers.
  3. Participating Customers shall provide line item supply spend information to Provista - PSMA/MedACCESS via a mutually agreed upon format on a monthly basis for the sole purpose of measuring compliance and providing quarterly spend analysis. Provided however, that Provista shall not disclose any information or data concerning any Participating Customer's individual purchases or purchasing patterns to any other Participating Customer or third party.
  4. Each Participating Customer hereby authorizes Provista to assign the Participating Customer to the accurate supplier tier based on the monthly spend data Participating Customer provides to Provista.
  5. Participating Customers shall identify an authorized executive at each Participating Customer to serve as the PSMA/MedACCESS Group liaison.
Compliance with Law
Provista and each Participating Customer understand, acknowledge and agree that this SOW and the PSMA/MedACCESS Group will comply with applicable laws and the legal requirements set forth herein. Participating Customers shall not (i) collectively set prices at which each party shall buy products or services; (ii) collectively refuse to deal with any supplier/service provider in order to extract better prices/terms; or (iii) collectively enter into any contracts which require them to purchase 100% of their needs for any product or service from the contracted supplier. Provista and each Participating Customer further understand, acknowledge and agree that this SOW and the PSMA/MedACCESS Group are designed to adhere to the provisions of the “antitrust safety zone” set forth in Statement 7 (On Joint Purchasing Arrangements Among Health Care Providers) of the Statements of Antitrust Enforcement Policy in Health Care issued by the United States Department of Justice and the Federal Trade Commission in 1996 (the “Guidelines”). As set forth in the Guidelines, Provista and each Participating Customer understand that : (a) any joint purchase of a product or service made pursuant to this SOW and the PSMA/MedACCESS Group shall account for less than 35% of the total sales of the purchased product or service in the relevant market for that product or service; and (b) the cost of the products and services purchased jointly by the Participating Customers shall account, in the aggregate, for less than 20% of each such Participating Customer’s total revenues from all health care services or products sold by each such Participating Customer. All products and services obtained by a not-for-profit entity through the PSMA/MedACCESS Group shall be for “own use” as defined in Abbott Laboratories v. Portland Retail Druggists Association Inc., 425 U.S. 1 (1976) and following cases. Notwithstanding, in no event shall Participating Customer sell, resell, lease or otherwise transfer goods purchased through Supplier Contracts to a third party unless expressly permitted by the terms of the applicable Supplier Contract. No individual pricing or other competitively sensitive information may be shared between the Participating Customers directly or through Provista. All terms of supplier agreements developed by the PSMA/MedACCESS Group on behalf of Participating Customers will be made available to all Participating Customers. Each Participating Customer hereby represents and warrants that it will not provide any information to Provista that Participating Customer is prohibited by contract or law from disclosing. Notwithstanding anything contained in this SOW or any work plan to the contrary, at no time shall any Participating Customer share, collaborate, agree upon, or set prices at which any other shall buy or sell products or services.

Term and Termination
This SOW shall commence on the Effective Date and continue for a period of three (3) years (the “Term”), unless earlier terminated for cause. Provista or Participating Customer(s) may at any time during the Term of this SOW terminate the entire SOW for cause, if the other party(ies) fail(s) to cure a material breach, including but not limited, noncompliance with specific requirements of this SOW, within thirty (30) days after receipt of written notice from the non-breaching party(ies). Provista may with ninety (90) days prior written notice to each Participating Customer terminate this SOW for any reason. All Participating Customers in the PSMA/MedACCESS Group must remain customers of Provista at all times during the Term of the SOW. If at any time during the Term of the SOW, any Participating Customer ceases to be a Provista customer, then such Participating Customer shall be automatically deleted from this SOW without notice, without liability to Provista, and without any further right to participate in this SOW. Termination of this SOW as to any Participating Customer shall not terminate or otherwise affect such Participating Customer’s Participation Agreement.

Signatures
Authorized representatives of the parties have accepted the terms and conditions.

EXHIBIT A - Committed Contracts

Novation Contract NumberContract Name
FM91023Kimberly-Clark Sanitary Paper
MS11202Welch Allyn Thermometers
MS013103M Adhesive Tapes
LB01061Siemens Urine Microscopy Analyzers
MS11170Welch Allyn Otoscopes & Ophthalmoscopes
MS93052DJ Orthopedics Softgoods
IV91001B Braun IV Sets & Solutions - Non-Acute
MS11210Welch Allyn Disposable Vaginal Speculum
MS01210NOVAPLUS Covidien Disp. Sharps Container
MS81020PDI Surface Disinfecting Wipes
MS0945Speciality Surgical Reusable Handheld Su
MS01370Bard Urinary Catheters
MS92072NOVAPLUS Welch Allyn Blood Pressure Cuff
MS11013Kimberly-Clark Exam Gloves
MS93040BSN Casting & Splinting
MS01101Ansell Surgical Gloves
MS91554Terumo Safety Needles & Syringes