1. Who can sign contracts on behalf of the Network or its affiliates?
The department reviews contracts across the Network. We recognize that you expect a timely and sometimes accelerated response to your contract request. In order to coordinate these requests and ensure proper handling, it is imperative that only those authorized to sign contracts do so. The following persons are authorized to sign contracts and agreements binding St. Luke's Health Network, Inc. d/b/a St. Luke's University Health Network and/or its affiliates and subsidiaries:
- Richard A. Anderson, President & Chief Executive Officer
- Tom P. Lichtenwalner, Senior Vice President, Finance
- Robert L. Wax, Esq., Senior Vice President & General Counsel
In addition, Dean W. Evans, President of St. Luke's Physician Group, Inc., is authorized to execute contracts on behalf of St. Luke's Physician Group, Inc., and Network purchasing agents have authority to execute certain purchase orders and purchase agreements on behalf of the Network.
2. Should I send contracts directly to the Legal Services Department?
It depends. Any contract for goods or services, including a purchase of equipment, medical disposables, supplies and dietary goods, should first be sent to the Purchasing Department. If the Purchasing Department believes legal review is required, it will send the contract to the Legal Services Department. In addition, the following types of agreements should be processed as described below before being sent to the Legal Services Department:
- Software Licensing/Products/Services - to Chad Brisendine for approval
- Accreditation - to Susan York for processing
- Clinical and Non-Clinical Educational Affiliations - to Manny Changalis
- Clinical Studies and Related Confidentiality Agreements - to Manny Changalis
- Staffing Services/Independent Contractor requests - to Barb Flandorffer
- Real Estate - Dallas Pulliam
- Use of Facilities Agreements should be processed by Kate Raymond in Bethlehem, Donna Field in Allentown, Diane Snyder at Quakertown, Bill Moyer at Miners
In addition, before the Legal Services Department is asked to review a contract or other legal agreement, you should review it thoroughly to be certain that it accurately reflects your understanding of the arrangement and what has been negotiated. If you had a prior agreement with the vendor and there were any problems or disputes, make sure that the new agreement clearly resolves them. To the extent possible, resolve business issues prior to sending the agreement for legal review. In addition, each review request should be approved by a manager.
3. How are contracts processed and negotiated?
Initiating Legal Review
You may forward requests for legal review of a contract or other legal agreement by e-mailing Sherry Skrip, the Legal Services Department Paralegal, at Sherry.Skrip@sluhn.org. She can also be reached at 484-526-4913. Please note that when a request is submitted, we assume that the expenditure has been approved by the Finance Department and that you have reviewed the terms and conditions of your contract and explained in the e-mail any objections or questions you have.
Before Sherry can assign your contract to one of the attorneys in the Legal Services Department, it must generally be submitted in an editable, Word version, since we cannot make changes to a PDF version. While we understand that emergencies come up from time to time, please forward requests with sufficient lead time to allow for thorough legal review and negotiations with the vendor.
To expedite legal review, include the following information in your review request:
- Parties: Name the St. Luke's facilities/entities using the goods and services
- Goods/Services: Describe the goods and services and include requirements and performance expectations
- Basic Terms: Explain any objections or questions and be certain that the agreement accurately reflects your understanding of the negotiated arrangement.
- Additional Considerations:
- Vendor Credentialing: Will the vendor be on-site? If so, will they be in patient care areas?
- IT Access: Will the vendor require access to our IT systems to provide services?
- HIPAA: Will the vendor require access to Protected Health Information to provide services?
Negotiating the Agreement
The Legal Services Department will revise the contract or other legal agreement, ask you to review the changes and if acceptable, submit the revised agreement to the vendor. If the vendor responds with additional changes, we will review the response and discuss it with you. Our goal is to work with you to negotiate and finalize the agreement, rather than take over.
Executing the Agreement
Once the final agreement is approved by you and the attorney assisting you, Sherry Skrip will coordinate signatures and return the agreement to you to send to the vendor.
4. How are contracts managed and monitored?
Retaining the Contract
Both you and the Legal Services Department will keep a copy of the fully signed agreement.
Once a contract is fully executed, it will generally be uploaded into Meditract, our electronic contract management database, unless it is a very short term engagement of a consultant or a single day event contract. You and/or the service line manager will be listed as the "responsible party," and that person will be notified via e-mail at intervals before the contract expires or renews. If you need guidance on accessing or using Meditract, please contact Sherry Skrip, the System Administrator.
Monitoring the Contract
It is your responsibility to monitor ongoing compliance with the contract. Are the goods or services being delivered on time and consistent with your expectations as spelled out in the contract? Do invoices reflect agreed upon pricing? Any variations from the requirements of the contract can be deemed a breach, even if you decide to "waive" or accept that breach. Keep records of vendor compliance, since the Legal Services Department will not do so, and it will be useful in the event you need to terminate.
5. What do I do if I receive an inquiry from a government agency?
From time to time, the Network receives inquiries for information or requests for site visits from government regulatory and investigative agencies. It is important that the Legal Services Department be notified immediately when these events arise. The Legal Services Department will determine whether the request or visit is legally valid, coordinate the Network's response, and notify appropriate senior officers. Please remember to always refer all attorneys representing regulatory authorities to the Legal Services Department.
6. What do I do if someone tries to serve a summons, subpoena or other legal notice?
Official legal documents are sometimes mailed to various places across the Network. Should you receive a legal document, it should be forwarded immediately to the Legal Services Department for processing. Examples of legal documents that should be forwarded include subpoenas requiring the Network to produce copies of records in court proceedings, summonses notifying the Network that a lawsuit has been commenced against it, notices of bankruptcy and notices informing the Network of its right to participate in consumer class action suits.
Whenever a "process server" attempts to hand-deliver an official legal document to a Network employee, you should inform the process server that you do not have authority to accept service of the document and that the document should be taken instead to the Legal Services Department. The Legal Services Department will determine whether it can be accepted by the Network. The Legal Services Department should be notified immediately to confirm acceptance and to follow up with the appropriate security personnel who will accept service on the Network's behalf, if appropriate.