EXHIBIT 10.33
LIFEPOINT HOSPITAL HOLDINGS, INC.
AND
GE HEALTHCARE TECHNOLOGIES
COMPREHENSIVE SERVICE AGREEMENT
FOR
DIAGNOSTIC IMAGING AND BIOMEDICAL
SERVICES
EFFECTIVE: OCTOBER 1, 2004 THROUGH MARCH 31, 2008
GE PROPRIETARY INFORMATION
REVISED 10/2004
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TABLE OF CONTENTS
SECTION TITLE PAGE#
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I. MASTER TERMS AND CONDITIONS 3
II. COMPRECARE AGREEMENT ADDITIONAL TERMS 8
AND CONDITIONS
III. GLOSSARY 26
IV. SUPPORT SUMMARIES 31
GE PROPRIETARY INFORMATION
REVISED 10/2004
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SECTION I
MASTER TERMS AND CONDITIONS
BETWEEN GE MEDICAL SYSTEMS AND
LIFEPOINT HOSPITAL HOLDINGS, INC.
Contract No.
1. AGREEMENT
These Master Terms and Conditions apply to Support provided by General Electric
Company, acting by and through its GE Medical Systems division ("GE") to you, as
described in any Support Summary referencing these Master Terms and Conditions
signed by GE and you during the time period beginning on the date you sign these
Master Terms and Conditions and ending on the date 3 years later. Each such
Support Summary, together with the associated Additional Terms and Conditions,
Glossary, Schedule of Support Coverage Details ("Schedule"), and these Master
Terms and Conditions, constitutes an "Agreement," and each such Agreement is
valid for the term specified in the Support Summary.
2. SUPPORT
For GE manufactured equipment only, if any, during any Equipment product
warranty period, GE will provide for the Equipment Support as specified in the
product warranty provided with the Equipment, as well as other types of Support
identified on the Schedule. After the Equipment product warranty period and at
all times for all other Equipment, GE will provide Support as specified in the
Schedule.
Subject to the availability of personnel, GE will provide, at your request and
additional expense and subject to these Master Terms and Conditions, service or
other items not specified in the Schedule. The charge for such service or other
items will be the standard Hourly Billed Service Rates for GE and Non-GE
Diagnostic Imaging Services and Biomedical Services then in effect for LifePoint
Hospitals as set forth in Section II (COMPRECARE ADDITIONAL TERMS and
CONDITIONS) of this Agreement, including round trip travel time. Travel time for
general radiology and portable systems for service calls during normal coverage
hours will be billed at the rate as set forth in Section II of this agreement.
Travel time for other modalities and/or during OT/Weekend and Holidays will be
the same as the HBS rate. You will be charged a minimum of 2 hours per call.
Other travel expenses and overnight living expenses will be charged at actual
cost in accordance with GE's standards for business expense remuneration of
employees.
3. CHARGES, PAYMENTS AND TAXES
The Total Normal Fixed Charges will be paid on an installment basis. GE will
invoice you for each installment according to the Payment Periods specified in
the Support Summary, as well as for any other payments due under any Agreement.
All applicable taxes will be added to each invoice, unless you provide to GE a
tax exemption certificate acceptable to the taxing authorities. You will not be
obligated to pay any federal, state, or local tax imposed upon or measured by
GE's net income. Each payment is due within 30 days of the date of the invoice.
Late payments will be subject to a late fee equal to 1% per month (or the amount
allowed by law, whichever is less) on the outstanding amount. Any credits that
may be due to you under an Agreement will be applied first to any outstanding
balance. Per LifePoint Hospital Holdings request, all invoicing for contractual
and hourly billed service will be processed through the corporate offices.
4. YOUR RESPONSIBILITIES
During the Term of each Agreement, you agree to do the following:
4.1. Provide a suitable location for the Equipment and maintain the Site and
environment (including temperature and humidity control, incoming power quality,
and fire protection system) in a condition suitable for operation of and service
to the Equipment; provide a secured and protected area for storage of GE tools
and equipment near the Equipment location; and keep the Site clean and free of
dust, sand and other particles or debris.
4.2 Ensure the Equipment is used solely in accordance with the requirements of
the Equipment Operation Manual by properly qualified and licensed personnel.
4.3. Make the Equipment available without restriction for Support in accordance
with a mutually acceptable Support appointment schedule.
4.4. Facilitate GE's performance of remote diagnostic and repair Support by
providing remote access methods reasonably requested by GE, e.g., modem line,
internet connection, broadband internet connection, where available.
4.5. Designate a Site Manager and alternate as GE's Support contact who each
have necessary expertise to reasonably assist GE's technical engineers in
diagnosis of service problems.
4.6. Place Support calls and requests to GE in accordance with any protocols
that GE provides to you in writing.
4.7. Ensure the security of networked Equipment on your Site by taking
appropriate measures to prevent unauthorized access to networked Equipment and
the interception of communications between GE's service center and the networked
Equipment, including
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isolating networked Equipment from other networks, setting up firewalls, and
taking any other measures that GE reasonably believes are necessary to ensure
the security of the networked Equipment and related communications.
4.8 Make Equipment available to GE as needed for the performance of Support.
4.9. Promptly notify GE in writing of any change in the Customer Information
specified on the Support Summary, location of Equipment, or your ownership or
management control.
5. EXCLUSIONS
No Agreement covers the following:
5.1. The repair, replacement, or disposal of any accessories, power supply
equipment, or consumable items, including but not limited to batteries,
printers, cassettes, copier drums, electrodes, fiber optics, fiber optic
bundles, filters, laser tubes, film magazines, paddles, patient cables,
radiation sources, refrigeration, compressors, non-GE MR coils, styli, software,
top assemblies of transducers, PACS, networks unless explicitly listed on the
Schedule.
5.2. The provision, payment, or reimbursement of any rigging or facility cost.
5.3. Consultation or training to assist your development or modification of any
software or protocols not provided by GE.
5.4. Material and labor costs associated with reusing existing facilities
(wire, termination fields, network facilities, equipment room, peripherals,
adjuncts) and temporary installation of Equipment for testing, training, and
other purposes.
5.5 Any non-GE hardware or software that was not commercially available from
the Original Equipment Manufacturer on the date such hardware or software was
installed, including but not limited to experimental and proprietary hardware or
software.
5.6. Any service, components or parts replacement, or downtime required as the
result of (a) a design, specification, software program, protocol, or
instruction provided by you or your representative; (b) your failure to fulfill
any of your obligations or responsibilities under any Agreement; (c) the failure
of anyone other than GE or its contractor to comply with GE's written
instructions or recommendations; (d) your combining the Equipment with any item
of others or with any incompatible GE item; (e) any alteration or improper
storage, handling, use, or maintenance of any part of the Equipment by anyone
other than GE or its contractor; (f) design or manufacturing defects,
specifications, or functionalities in any item of others; and (g) anything
external to the Equipment, including building, van, or trailer structural
deficiency, power surge, fluctuation or failure, dust, sand or other particles
or debris at the Site, or air conditioning failure.
5.7. Any additional service required due to moves, additions, or changes to the
Equipment, unless GE has been notified in writing at least 30 days in advance
and concurred with such moves, additions, or changes
5.8. The cost of factory reconditioning of the Equipment or any Covered
Component if reasonably necessary because repair or parts replacement by GE at
the Site cannot maintain it in satisfactory operating condition. Such factory
reconditioning will be done on a mutually agreeable schedule.
5.9. The cost of repair or parts replacement per item of Equipment per occasion
in excess of 50 percent of that item of Equipment's then-current value. We will
provide you a written itemized estimate of the cost of repair or parts
replacement for any item of Equipment should such cost per occasion exceed this
limit.
6. INFLATION ADJUSTMENTS
GE agrees to hold prices firm for the term of this Agreement.
7. RENEWAL
For the initial term of this Agreement, this section is deleted.
8. ELECTRONIC TRANSFER OF FUNDS
If a Support Summary indicates that you authorized electronic transfer of funds,
you will promptly take the steps necessary to permit the electronic transfer to
GE in the manner specified by GE of all Total Normal Fixed Charges specified on
such Support Summary, in accordance with the terms of the Agreement of which the
Support Summary is a part.
9. END OF SERVICE LIFE (EOSL) ANNOUNCEMENT
In the event GE or the applicable OEM makes a general commercial announcement
that it will no longer offer Support agreements for an item of Equipment or
Covered Component or provide a particular Support agreement feature or option as
a result of factors beyond its reasonable control, then upon no less than 12
months' prior written notice to ▇▇▇, ▇▇ may, at its option, remove any such
item(s) of Equipment, Covered Component(s), feature(s), or option(s) from all
Agreements, with an appropriate adjustment of charges, without
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otherwise affecting such Agreements. In some cases, such Equipment may be
eligible for PM Only coverage as described in Part II of this Agreement. For
systems identified as EOSL and not eligible for contractual coverage, LifePoint
Hospitals retains the option of seeking service arrangements with other service
providers.
10. EXCUSABLE DELAYS AND PERFORMANCE ISSUES
Neither party is liable for delays or failures in performance of any obligations
under an Agreement, other than payment obligations, due to a cause beyond its
reasonable control.
11. DEFAULT
If you materially breach an Agreement and such breach is not cured within 20
days after written notice of it, you shall be in default under such Agreement,
and GE may at its option, in addition to using the dispute resolution procedure
in Section 19, (a) suspend performance under any or all Agreements until a
reasonable time after all defaults have been cured; (b) declare all sums due and
to become due under all Agreements to be immediately due and payable; and/or (c)
recover possession of any GE materials in your possession or control. Should GE
suspend performance under any Agreement in accordance with subsection (a) of
this Section, it is expressly understood that GE shall not be responsible for
the completion of planned maintenance scheduled or due to be performed under
such Agreement during the period of suspension, and any Equipment downtime
during such suspension will not be included in the calculation of our uptime
commitment under an Agreement. In addition, GE shall not be obligated, after you
cure the default(s) giving rise to such suspension, to perform planned
maintenance that was not performed during the period of suspension, unless
otherwise expressly agreed by the parties in writing.
12. LIMITED WARRANTIES
GE will perform Support in a workmanlike manner. Parts for which you pay a
separate charge come with GE's then-prevailing standard Direct Customer Order
Service Warranties for New and Exchange Parts. All other parts and items are
provided AS IS. THE WARRANTIES IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL
OTHER WARRANTIES. GE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
13. LIMITATIONS OF REMEDIES AND DAMAGES
For any claim that Support was not performed in a workmanlike manner in
accordance with the limited warranty in Section 12, your sole and exclusive
remedy is for GE to reperform that Support. For all other claims, GE's liability
for actual, proven damages in connection with each Agreement, whether arising
under contract, tort, or any other theory of law, will not in the aggregate
exceed an amount equal to 3 times the last payment of Normal Fixed Charges that
was due before the incident on which any claim is based. You will be barred from
any remedy for any claim unless you give GE prompt written notice of the
problem. In no event will GE be liable for any consequential, special, indirect,
incidental, or punitive loss, damage, or expense, even if GE was advised of the
possible occurrence; for any assistance not required under an Agreement; or for
anything occurring after the end of an Agreement (except with regard to the
obligations in Section 21).
NEITHER PARTY HAS ANY TORT LIABILITY TO THE OTHER ARISING FROM ANY AGREEMENT,
EXCEPT TO THE EXTENT EITHER PARTY COMMITS GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. This limitation does not affect claims by third parties for personal
injury due to either party's negligence or product liability.
14. SUPPORT MATERIAL AND DATA ACCESS
14.1 In connection with the installation, configuration, maintenance, repair,
and/or deinstallation of the Equipment, GE might deliver to the Site, along with
the Equipment or separately, and store at the Site, attach to or install on the
Equipment, and use, materials that have not been purchased by or licensed to
you. You hereby consent to (a) this delivery, storage, attachment, installation,
and use, (b) the presence of GE's locked cabinet or box on the Site for storage
of this property, and (c) GE's removal of all or any part of this property at
any reasonable time, all without charge to GE. The presence of this property
within the Site will not give you any right or title to this property or any
license or other right to access, use, or decompile this property. Any access to
or use of this property (except in compliance with GE's written direction to you
to determine Equipment performance on GE's behalf) and any decompilation of this
property by anyone other than GE's personnel is prohibited. You agree that you
will use reasonable efforts to protect this property against damage or loss and
to prevent any access to or use or decompilation of this property contrary to
this prohibition.
14.2 You agree to permit GE to connect to the Equipment, or to otherwise access
data related to the Equipment or the Support provided, to allow GE to gather,
aggregate, compile, and use Equipment and resource usage data in various ways,
including quality initiatives, benchmarking, and reporting services. The data
collected by GE will be used, during and after the term of any Agreement, in a
manner that will maintain patient and customer level confidentiality.
15. INDEPENDENT CONTRACTOR; SOLICITATION OF OUR EMPLOYEES
GE provides Support under each Agreement as an independent contractor. GE
employees are under GE's exclusive direction and control, contractors' employees
are under their exclusive direction and control, and your employees are under
your exclusive direction and control.
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The provision of Support under any Agreement will not result in any partnership,
joint venture, trust, or employment relationship between GE or its contractors
and you.
For the duration of any Support Summary, and for 90 days after expiration of any
Support Summary, you agree that you and your controlled affiliates will not
directly or indirectly solicit any employees of ours or our subsidiaries who are
engaged in providing services to you or your affiliates under this Agreement. In
the event of a breach of this provision, you agree to pay us a sum equal to
twelve (12) months pay for each solicited employee at the rate we or our
subsidiary paid the person during his or her last full month of employment with
us.
16. RECORD RETENTION
If Section 1861(v) (1) (I) of the Social Security Act applies to an Agreement,
subsections (i) and (ii) of that section are made a part of such Agreement. In
such an event, GE agrees to retain and make available and to insert the
requisite clause in each applicable subcontract requiring GE's subcontractor to
retain and make available the contract(s), book(s), document(s) and record(s) to
the person(s), upon the request(s), and for the period(s) of time as required by
these subsections.
17. REGULATORY COST REPORTING
You will fully and accurately account for, and report in any applicable cost
reports, all Support and items received from GE under each Agreement in a way
that complies with all applicable laws, including the federal Social Security
Act and implementing regulations relating to Medicare, Medicaid, and other
federal and state health care programs.
18. SURVIVAL, WAIVER, SEVERABILITY, AND CHOICE OF LAW
The terms of any Agreement that by their nature are intended to survive its
expiration, including without limitation Sections 3, 13, and 19 of the Master
Terms and Conditions, will continue in full force and effect after the
expiration of such Agreement. Any failure to enforce any provision of an
Agreement is not a waiver of that provision or of either party's right to later
enforce each and every provision. If any provision of an Agreement is found to
be invalid, it will be enforced to the extent permitted by law, and the
remainder of such Agreement will not be affected. Each Agreement will be
governed by and construed in accordance with the law of the state where the
Support is provided, without giving effect to that state's choice of law rules
19. DISPUTE RESOLUTION
Any claim or controversy arising out of or relating to any Agreement must be
submitted and settled as set forth in this Section 19. If any party to an
Agreement alleges that any other party to such Agreement has breached any of the
terms of such Agreement, then the party alleging breach will inform the other
party of such breach in writing. Upon receipt of such notice, the allegedly
nonperforming party will have 20 days to cure the alleged breach. If the parties
do not agree that effective cure has been accomplished by the end of the 20-day
period, then upon written request of any party, a senior manager from each party
will meet in person and confer in good faith to resolve the dispute within 15
days of the expiration of the prior 20-day period. If, after the above
procedure, the dispute remains unresolved, the dispute will be submitted to the
office of the American Arbitration Association ("AAA") located closest to
Nashville, Tennessee, for binding arbitration in accordance with the AAA's
Commercial Arbitration Rules then in effect, as amended by the Agreement. The
law applicable to the arbitration, including the administration and enforcement
thereof, is the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as amended from
time to time. The cost of the arbitration, including the fees and expenses of
the arbitrator(s), will be shared equally by the parties, with each party paying
its own attorneys' fees. The arbitrator(s) will have the authority to apportion
liability between the parties, but will not have the authority to award any
damages not available under the Agreement. The arbitration award will be
presented to the parties in writing, and upon the request of either party, will
include findings of fact and conclusions of law. The award may be confirmed and
enforced in any court of competent jurisdiction. Any post-award proceedings will
be governed by the Federal Arbitration Act.
In addition, if, for any reason, you believe that GE is not meeting your Support
needs under an Agreement, you may notify GE in writing, and GE's area service
manager and a representative of yours will meet in person to develop an
appropriate action plan to resolve your concerns. If the parties are unable to
develop a mutually acceptable action plan or otherwise resolve the issue(s)
within 20 days, the issue(s) will be submitted to a senior manager from each
party for resolution. If the issue(s) remains unresolved, or if the parties are
unable to develop a mutually acceptable action plan, 20 days after submittal to
senior management, either party may submit the issue for arbitration in
accordance with the preceding paragraph. The notice and cure periods in the
preceding paragraph will not apply should the issue be submitted for arbitration
under this paragraph.
20. SUBCONTRACTS AND ASSIGNMENTS
GE may subcontract to contractor(s) of its choice any of its Support obligations
to you. No such subcontract will release GE from those obligations to you. Any
assignment of an Agreement will be void without the other party's prior written
consent.
21. CONFIDENTIAL INFORMATION
GE and its contractors will treat patient information as confidential and comply
with any applicable laws concerning the confidentiality of patient information.
GEMS and Customer acknowledge that certain portions of the Administrative
Simplification section of the Health Insurance Portability and Accountability
Act of 1996, as codified at 42 U.S.C. Section 1320d through d-8 ("HIPAA"), and
certain regulations promulgated or to be promulgated pursuant thereto
(collectively, "HIPAA Regulations") may apply to GEMS, Customer, and their
relationships and operations under this Agreement. GEMS and Customer acknowledge
and agree that they have entered into, or will enter into, such Business
Associate Agreements and/or other similar agreements (collectively, "HIPAA
Agreements") that are required to satisfy the respective obligations of both
parties under the applicable provisions of HIPAA and the HIPAA Regulations.
Notwithstanding any other
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provision in this Agreement to the contrary, to the extent the terms of such
HIPAA Agreements relate to GEMS' performance under this Agreement, the terms of
such HIPAA Agreements shall control over the terms of this Agreement to the
extent required to allow both parties to comply with the applicable provisions
of HIPAA and the HIPAA Regulations. In addition, each party (the "receiving
party") will treat the other party's written, proprietary business information
as confidential for a period of 3 years from the date of receipt by the
receiving party as long as it is marked as confidential and/or proprietary prior
to its disclosure and is not otherwise available to the receiving party from a
lawful source.
22. ENTIRE AGREEMENT
The Agreement(s) between the parties are the complete and exclusive statement of
the terms of the contracts between the parties. No prior proposals, statements,
course of dealing, or usage of the trade will be a part of any Agreement. If any
terms of the Master Terms and Conditions conflict with any Support Summary,
Additional Terms and Conditions, Glossary, or Schedule, then unless otherwise
explicitly provided, these Master Terms and Conditions take precedence, followed
in order by the Additional Terms and Conditions, Glossary, Schedule, and Support
Summary. The Agreements may be entered into and modified only by a writing
signed by authorized representatives of each party. Each party has caused the
Master Terms and Conditions to be executed by a duly authorized representative
on the date below that party's signature. In the event LifePoint Hospital
Holdings, INC. divests an owned facility, GE will extend to the new owning
entity a 60 day grace period where this agreement may remain in place. A signed
copy of any Agreement delivered by facsimile machine is binding and enforceable
on both parties.
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SECTION II
COMPRECARE AGREEMENT ADDITIONAL TERMS AND CONDITIONS
BETWEEN GE MEDICAL SYSTEMS AND
LIFEPOINT HOSPITAL HOLDINGS, INC
Contract No.
ADDITIONAL TERMS FOR ALL OFFERINGS
In some cases, a GE subsidiary may be solely responsible to provide Service
Support for some Equipment (usually Biomedical Equipment) identified in a
Support Summary. In these cases, (a) the name of the GE subsidiary will be
prominently shown on the Support Summary, or applicable exhibits to the Support
Summary, and (b) you and we agree that the identified GE subsidiary is solely
responsible to provide Service Support for that Equipment under such Support
Summary just as if you had entered into that Support Summary directly with the
GE subsidiary.
NEW ADDITIONAL TERMS AND CONDITIONS
For the purposes of this Agreement only, the following new additional terms and
conditions are added:
SERVICE DELIVERY COMPONENTS
The GE service program ("Choice Program") in this Agreement offers LifePoint
Hospitals the flexibility to achieve fixed-cost savings in exchange for the
assumption of certain service risks. This Choice Program allows LifePoint to
select coverage levels ranging from Full Service to Preventative Maintenance
("PM") Only for diagnostic imaging ("DI") services and provides coverage level
flexibility for biomedical equipment services as described further below. This
program caps LifePoint's DI services cost for each contract year at a price
determined as set forth below. This total, or "captivated," cost is based on the
inventory of diagnostic imaging equipment installed at LifePoint facilities
participating under this Agreement and is used to limit LifePoint's financial
exposure to unbudgeted charges for non-contract services. The details of this
capitation feature are detailed under Service Cost Capitation Computation,
Service Cost Capitation Exclusions, and Service Cost Capitation Review. In all
service offerings, GE will fully implement new procedures consistent with
impending JCAHO process changes by 2006.
SERVICE COVERAGE ELECTIONS
Service coverage levels under the Choice Program shall be made for entire
modalities across all LifePoint facilities. Service coverage elections cannot be
made for individual facilities or systems. These coverage elections will be in
effect for the term of this Agreement. Coverage level selections for DI systems
available under the Choice Program are as follows (Systems identified as EOPL
Schedule A are only eligible for PM Only coverage):
- Full Service including Glass and Probes coverage
- Full Service Only on base systems (no glass ▇▇▇▇ or probes)
- Preventative Maintenance (PM) Only
- GlassPro Tube Coverage (in conjunction with the Full Service Only
election)
For the initial six months of this Agreement (Oct 1, 2004 to Mar 31, 2005), all
diagnostic imaging systems under the Comprehensive Program Agreement dated
_October 1, 1999 between the parties ("Pre-Existing Contract") will remain at
the Full Service with Glass and Probes coverage level. Beginning Apr 1, 2005,
the Choice Program coverage elections set forth in Schedule A will go into
effect and will apply for the term of the Agreement. The initial base cost for
the Choice Program coverage levels in Schedule A for the affected equipment is
$6,747,514/yr and excludes all expenses and costs for equipment that has been
declared to be at end of product life.
SERVICE COST CAPITATION COMPUTATION
GE will cap LifePoint's annual service expenditure for DI services at a
not-to-exceed threshold based on the current installed base. The total capitated
annual DI service expenditure shall be the sum of the individual system
capitated costs and will be adjusted for additions and deletions to the
inventory by the corresponding system capitated cost. For "high-end" modality
systems (MR, CT, Vasc & PET) where a flexible offering has been elected (i.e.
GlassPro or PM Only), the capitated cost will be 104% of the Full Service with
Glass and Probe fee applicable to such equipment. For all other DI modalities,
the capitated amount will be 102% of the Full Service with Glass and Probe
coverage fee. For DI systems under Full Service with Glass and Probes coverage,
the capitated fee shall be equal to the annual service fee, without any
adjustment.
Add examples of system capitation costs here
SERVICE COST CAPITATION EXCLUSIONS
LifePoint's service expenditures for systems that have been declared as end of
product or end of service life (either status, "EOL"), either by GE or the
system manufacturer, are not eligible for and not included in the annual service
capitated price. Probe purchases for Non-GE Ultrasound systems that are not
purchased through GE are excluded from the annual capitated service price.
Additionally, requests for
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remedial maintenance for non-EOL systems outside of the normal coverage hours
(i.e. overtime) are not included in the annual capitated price.
SERVICE COST CAPITATION REVIEW
GE and LifePoint will review each quarter the annual service expenditure
capitated pricing. As part of the review, GE will review inventory changes to
determine the accuracy of the capitated price and will also summarize the
non-contract charges that have been applied toward the annual capitated amount.
BIOMEDICAL SERVICES
The biomedical services program will allow for specific coverage level
flexibility as outlined below.
Coverage Levels:
- Full Service with Parts (FSWP)
- Full Service No Parts (FSNP)
- Planned Maintenance with Planned Parts (PMWP)
- Planned Maintenance No Parts (PMNP)
- Electrical Safety No Parts (includes inventory tracking) (ESNP)
Coverage Level Matrix (see below):
Section 1: Purchased, equipment still in warranty
Purchased, equipment out of warranty
Section 2: Equipment is leased, rented, borrowed, a demo, or loaned
without third-party Service
Equipment is leased, rented, borrowed, a demo, or loaned with
third-party Service
PURCHASED
--------------------------------------------------------------------------------
WARRANTY STATUS
OEM/VENDOR CVG IN WARRANTY OUT OF WARRANTY
------------------ ------------------------------------ ---------------
PMs Covered Yes No No No No N/A
PM Parts Covered Yes Yes No No No N/A
Labor Covered Yes Yes Yes No No N/A
Parts Covered Yes Yes Yes Yes No N/A
GE cvg (All Risks) ESNP PMNP PMWP FSNP FSWP FSWP
LEASE, RENTED, BORROWED, DEMO, LOANED
--------------------------------------------------------------------------------
OEM/VENDOR CVG
PMs Covered Yes No No No No
PM Parts Covered Yes Yes No No No
No Documentation
Labor Covered Yes Yes Yes No No
Parts Covered Yes Yes Yes Yes No
GE cvg (All Risks) ESNP PMNP PMWP FSNP FSWP FSWP
GE is currently developing new pricing for biomedical equipment service to allow
greater consistency in pricing from facility to facility and device to device.
The new pricing will be based on a make/model approach and includes new
procedures for adding and dropping equipment from Service coverage designed to
enhance inventory and billing accuracy. The transition to make/model pricing
will be based on the December 2004 invoice and will result in a net zero
financial impact from the previous pricing model. The biomedical service pricing
offered LifePoint as part of the biomedical service program in this Agreement
will move to the new make/model pricing when made available (expected transition
completion by March 2005) by GE. The related add/drop procedures are described
in the Clinical Asset Entry/Exit section of this Agreement and are effective
immediately.
GE AND NON-GE DIAGNOSTIC IMAGING HOURLY BILLED SERVICES RATES
For the purpose of this Agreement only, the hourly billed service ("HBS"), also
known as time and materials, billing rates listed below will apply for all
diagnostic imaging services performed by GE that are not included in the elected
level of Service Support ("non-contract services") for such Equipment.
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DIAGNOSTIC IMAGING LABOR RATES
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LIFEPOINT WEEKDAY RATES (NORMAL CVG LIFEPOINT LIFEPOINT SUNDAY &
HRS) OT/SATURDAY RATES HOLIDAY RATES
------------------------------------ ----------------- ------------------
PRODUCT TYPE MODALITY TRAVEL TIME GE MV GE MV GE MV
----------------- -------- ----------- --- --- --- --- --- ---
IIS & AW 265 265 395
ULTRASOUND 220 220 220 220 330 330
CT 325 325 325 325 490 490
BONE DENSITOMETRY 195 195 325
PET 325 325 490
MR 325 325 325 325 490 490
NUCLEAR 265 265 265 265 395 395
OTHER 185 185 275
XRAY XR 92 185 185 185 185 275 275
XV 265 250 265 250 395 375
DIAGNOSTIC IMAGING SERVICE SUPPORT COVERAGE HOURS (MR, CT, PET, ANGIO, CATH)
8AM to 9PM
8AM to 5PM (During Warranty Period)
Monday through Friday (Excluding GE Holidays)
SERVICE SUPPORT COVERAGE HOURS FOR ALL OTHER DIAGNOSTIC IMAGING EQUIPMENT IS AS
FOLLOWS:
8AM to 5PM
Monday through Friday (Excluding GE Holidays)
BIOMEDICAL SERVICES T&M LABOR RATES
For the purpose of this Agreement only, the below-listed HBS rates will be used
for all non-contract services for biomedical equipment.
LIFEPOINT
BIOMEDICAL HOURLY BILLED SERVICE RATES BY PRODUCT LINE
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I. LifePoint Charge for Laboratory Analyzers Laser (Hourly )
Contracts or Warranty Biomedical Monitoring Biomedical (Used when less
Period General Anesthesia Respiratory Therapy Laser Per Call than per call rate)
----------------------- ---------- ---------- -------------------- -------------- -------------------
During Normal Work Week $ 118 $ 151 $ 157 $ 806 $ 186
and Saturday
Sundays and Holidays $ 207 $ 267 $ 306 $ 1,419 $ 373
BIOMEDICAL SERVICE SUPPORT COVERAGE HOURS
Service support coverage hours for biomedical equipment is as follows:
8AM to 5PM
Monday through Friday (Excluding GE Holidays)
GE PROPRIETARY INFORMATION
REVISED 10/2004
10
SERVICE SUPPORT
INVENTORY VERIFICATION
Within 90 days of assuming service responsibility for facilities that are not
receiving Service from GE under the Pre-Existing Contract and for all facilities
that are added to this Agreement, we will complete a physical inventory of the
Equipment to ensure the accuracy of the equipment schedule. Equipment that we
are unable to locate during the inventory will be removed from the initial
equipment Schedule. Equipment belonging to the categories of covered Equipment
will be added to the initial equipment Schedule. In each case, an appropriate
adjustment to Normal Fixed Charges will be made. Following completion of the
inventory, we will provide you a copy of the revised equipment Schedule, and
upon signed acceptance by you the revised equipment Schedule will replace the
initial Schedule to become part of the Agreement. Initial billing of periodic
charges will reflect the periodic amount set out in the Support Summary. Upon
completion of the inventory and the appropriate adjustments to Total Normal
Fixed Charges, if any, we will perform a reconciliation of prior invoices. We
reserve the right to perform one additional audit each year to confirm
then-existing inventory.
EQUIPMENT INSPECTION
Equipment to be covered under this Agreement must be in safe, normal operating
condition and substantially in compliance with OEM ("Original Equipment
Manufacturer") specifications ("Operating Condition"). We will inspect each item
of Equipment within 90 days of assuming service responsibility. If our
inspection reveals an item of Equipment that is inoperative or otherwise in need
of repair, we will notify you within the next 90 days, and you will be
responsible for bringing that item of Equipment into Operating Condition. In
addition, for each item of Equipment, if our first significant service call for
such item of Equipment, including PM call, reveals that the item of Equipment is
in need of a repair that we could not reasonably have discovered during the
90-day inspection period, you will be responsible for bringing that item of
Equipment into Operating Condition. If you request, we will make necessary
repairs in accordance with our standard contract-customer rates and policies
then in effect for such service. We will be responsible for all other necessary
repairs, subject to the terms and condition of this Agreement, including the
service coverage level you have selected. Except for equipment receiving service
under a GE Healthcare service contract immediately prior to the date the
equipment is added to this Agreement, if any Equipment is added to this
Agreement for any reason, including failure to identify the Equipment initially
on the Exhibit to Support Summary or because the Equipment was previously in
storage, not in use, or otherwise not available for inspection during the 90-day
inspection period, you are responsible for repairs necessary to bring that item
of Equipment into Operating Condition.
You agree to provide us with evidence of a satisfactory power and grounding
audit for all Equipment, including any report. If you are unable to provide us
with the proper evidence, we will perform a power and grounding audit for you at
additional charge.
Service Support will consist of the following, except to the extent specifically
described in the "Exclusions" and "Your Responsibilities" sections of the Master
Terms and Conditions and any specific exclusions or responsibilities specified
in a Support Summary.
PLANNED MAINTENANCE SERVICE
We or our Service Suppliers(s) will provide, during the coverage hours of a
Support Summary, the following planned maintenance service for the Equipment
covered by the Support Summary, if applicable:
An electrical and hydraulic system inspection, CPU and Software functionality
test, magnetic tape and disc drive alignment, patient light and laser alignment,
leakage current test and adjustment, power supply adjustment, mechanical
interlock and assembly check, Equipment lubrication and filter replacement if
applicable.
We or our Service Supplier(s) will provide for service call dispatch, and will
assist you in your capital asset management and JCAHO compliance, for all
Equipment listed in a Support Summary.
REMEDIAL MAINTENANCE SERVICE
We or our Service Supplier(s) will provide, during the coverage hours of a
Support Summary, the following remedial maintenance service for the Equipment
covered by the Support Summary:
Remedial maintenance is unscheduled repair service as required for Equipment
covered under a Support Summary. Replacement parts as required (including x-ray
tubes if elected by you) are provided on a new, exchange (refurbished), or
functionally equivalent used part basis with installation labor included.
Replaced parts become our property and will be promptly removed by us from the
Site.
BIOMEDICAL SERVICE
Biomedical equipment covered under this proposal is limited to the devices
utilized for the diagnosis and treatment of a diseased state. Covered categories
of equipment generally covered include:
Anesthesia
Cameras (clinical)
Cardiac Support
GE PROPRIETARY INFORMATION
REVISED 10/2004
11
Cataract Extraction Units
Computers (clinical)
Dialysis
ECG/EEG/EKG
General Biomedical
Laboratory/Clinical Analyzers
Laboratory/General
Lasers
Lights and Tables
Operating Microscopes
Physical Therapy
Physiological Monitoring
Respiratory Therapy/Cardio-Pulmonary
Sterilizers
Test Equipment
Ventilators
Washers
Categories of biomedical equipment not covered under this Agreement include:
Bed/Stretchers/Wheelchairs
Diagnostic Imaging Equipment
Equipment at end of product life as determined by the OEM
Equipment not generally considered to be Biomedical in nature or purpose
Expendable components of equipment
Flexible & Rigid Scopes
Laser Imagers
Nuclear Medicine Equipment
Patient Televisions
PET Scanners
Radiation Therapy Equipment
During inventory inspection, GE may identify other items not covered for
service.
PERIODIC PERFORMANCE REVIEW
We will provide you reports of the current operational and technical performance
of the Equipment on a mutually agreed upon schedule. We will also conduct with
your approved representative an Equipment review of operational and technical
performance on a mutually agreed upon schedule.
AGENCY AUTHORIZATION
By signing the attached Support Summary (ies) and/or Master Terms and
Conditions, you designate GE as your duly authorized agent to act on your behalf
to conduct the following business matters: (i) negotiate and enter into service
agreements for the Equipment; (ii) obtain service support, parts, parts pricing,
technical information (including manuals, software, etc.), service histories,
and time and material cost for the Equipment; and/or (iii) obtain or develop and
negotiate and enter into training agreements for the Equipment.
DIAGNOSTIC IMAGING EQUIPMENT ADDITIONS AND REMOVALS
Any Equipment added to your inventory during the Term of this Agreement of the
type identified under "Service Options" on the Support Summary hereto will be
added to the appropriate Schedule. The effective date of such addition shall be
no later than thirty (30) days after the addition of such equipment to your
inventory or the expiration of any applicable warranty. The Normal Fixed Charge
for the added Equipment will be based on the then-current list price for the
specified level of Service Support.
Upon receipt of any equipment of the type identified under "Service Options" on
the Support Summary, you shall provide GE with all available warranty
documentation for such equipment, including warranty duration, OEM maintenance
requirements, and the name of the party responsible for such maintenance
obligations during the warranty period.
You may remove an item of Equipment from a Schedule upon at least 30 days' prior
written notice in the event you permanently remove such Equipment from service
at your facility. The Total Normal Fixed Charge applicable to such Equipment
will be discontinued on the date the Equipment is removed from service or 30
days after the date of written notice, whichever is later. For diagnostic
imaging equipment only, you may initiate such deletion by calling 1-866-GEBILLS.
The maximum invoice credit for diagnostic imaging Equipment that has been
removed from service shall be 30 days.
GE PROPRIETARY INFORMATION
REVISED 10/2004
12
GE may remove an item of Equipment from a Schedule upon written notice to you
that in GE's reasonable opinion, the Equipment can no longer be effectively or
safely maintained or repaired. In addition, if during any 12-month period our
cost to provide Service Support for any item of Equipment exceeds 150% of the
amount you pay GE for such Service Support, we may, at our option, remove such
item of Equipment from coverage or, reprice Service Support for such item of
Equipment, under this Agreement upon 60 days' written notice to you. Equipment
removals will be addressed by an addendum to the appropriate Support Summary and
Schedule. The Normal Fixed Charge applicable to such Equipment will be
discontinued on the effective date of removal.
CLINICAL EQUIPMENT ASSET ENTRY/EXIT
Additions and removals of Clinical Equipment will be reflected in monthly
amendments to the Transaction Schedule. All such additions and removals will be
reflected in the subsequent monthly billing. The following procedures will apply
to the addition and removal of biomedical equipment from coverage under this
Agreement:
CLINICAL EQUIPMENT ADDITIONS: For biomedical equipment that GE discovers onsite
and in use that was not at the time of discovery identified as included in
service coverage under this Agreement, GE will:
- Add any equipment under warranty to GEHC's inventory tracking system
with appropriate coverage to begin upon warranty expiration date,
and
- Add all equipment not under warranty to GEHC's inventory tracking
system effective as of the earlier of (i) the date such equipment
was placed in service according to reliable records or (ii) the date
the equipment was found in use or (iii) the date the facility CFO
signs the Inventory Billing Modification in the event a physical
inventory was performed.
CLINICAL EQUIPMENT REMOVALS. For situations in which GEHC is unable to locate
onsite a piece of biomedical equipment included in GEHC's inventory records and
Buyer is unable to provide reliable written evidence of the actual equipment
removal date, GEHC will:
- Remove the affected items of equipment from GEMS' inventory tracking
system effective as of the later of (i) the date such equipment was
removed from service according to reliable records or (ii) the date
the Buyer informed GE the equipment had been removed or (iii) the
date the facility CFO signs the Inventory Billing Modification in
the event a physical inventory was performed.
END OF SERVICE LIFE ANNOUNCEMENT
In the event GE or the applicable OEM makes a general commercial announcement
that it will no longer offer Support agreements for an item of Equipment or
Covered Component or provide a particular Support agreement feature or option as
a result of factors beyond its reasonable control, then upon no less than 12
months' prior written notice to ▇▇▇, ▇▇ may, at its option, remove any such
item(s) of Equipment, Covered Component(s), feature(s), or option(s) from all
Agreements, with an appropriate adjustment of charges, without otherwise
affecting such Agreements. In some cases, such Equipment may be eligible for PM
Only coverage as described in Part II of this Agreement. For systems identified
as EOSL and not eligible for contractual coverage, LifePoint Hospitals retains
the option of seeking service arrangements with other service providers
EXISTING SERVICE ARRANGEMENTS
If you have continuing service arrangements with other vendors for service on
any item of Equipment identified in a Schedule, or if any Equipment is covered
by a warranty from another vendor, the terms and conditions of those
arrangements or warranties are not altered in any way by this Agreement and GE
is not assuming any obligations under those arrangements or warranties. The
terms and conditions of this Agreement do not apply to Equipment covered by such
arrangements or warranties until the expiration or legally permissible and
proper termination of such arrangements or warranties. Inasmuch as you have
chosen GE as your comprehensive service provider as provided herein, and have
asked GE to include such Equipment on the Schedule, you agree to evaluate and
pursue all reasonable avenues for expeditious, legally permissible and proper
termination of any such service arrangements and to take no steps to cause the
premature termination of any such warranties.
WARRANTY SUBCONTRACT
Upon the expiration of a Support Summary, we will assign to you the unexpired
portion of any product or service warranty we have received from an Equipment
manufacturer or Service Supplier regarding Equipment covered by our Service
Support under a Support Summary, to the extent the warranty is assignable.
YOUR ADDITIONAL RESPONSIBILITIES
In addition to "Your Responsibilities" listed in Section 4 of the Master Terms
and Conditions, you agree to do the following during the term of each Agreement:
GE PROPRIETARY INFORMATION
REVISED 10/2004
13
Subject to the terms of any licenses or other agreements, provide us all
operating and maintenance manuals and related materials pertaining to each item
of Equipment in your possession. We will acquire any additional necessary
operating and maintenance materials that are available at your expense. All such
operating and maintenance materials will remain or become your property.
Assume full responsibility for ensuring that all personnel other than GE's or
GE's service supplier's personnel who are permitted to operate the Equipment are
adequately trained in the proper operation of the Equipment.
Make normal operator adjustments to the Equipment as specified in the Equipment
operation manuals.
Provide our on-site personnel suitable parking facilities at no charge, and
provide a suitable delivery dock and storage capability at the Site for GE's
use.
Where GE's on-site personnel are needed, provide GE at no charge a secure
working area, telephone with outside access, broadband Internet access (where
available), utilities and furnishings such that GE's personnel may safely and
efficiently service the Equipment. All such facilities, utilities and
furnishings will remain your property.
ADDITIONAL EXCLUSIONS
In addition to the "Exclusions" Section 5 of the Master Terms and Conditions, no
Agreement covers the following:
Replacement of MR surface coils, other than the body coil, on non-GE systems.
Service required under a manufacturer's warranty or with respect to Equipment
upgrades, installations, certification surveys or Equipment relocation.
DEFAULT
In addition to the "Default" Section 11 of the Master Terms and Conditions, the
following shall apply:
You may terminate an item of Equipment from this Agreement in the event we fail
to remedy a material breach of our obligations under this Agreement for such
Equipment, which failure will continue for 60 days after our receipt of written
notice from you of such a breach. However, if curing the material breach within
60 days is not possible under the circumstances using commercially reasonable
efforts, there will be an addition of time not to exceed 30 days in which we may
remedy the situation. Upon termination of the item of Equipment, neither party
will have any further obligations under this Agreement for such service except
for (i) payment obligations arising prior to the date of termination and (ii)
obligations, promises or covenants contained in this Agreement which by their
terms must extend beyond the termination date. Termination of an item of
Equipment under this paragraph will not be deemed a material breach of this
Agreement.
PLANNED MAINTENANCE COMPLIANCE COMMITMENT
We will provide planned maintenance on each item of covered DI and Biomedical
Equipment at recommended intervals and at mutually agreeable times during
Coverage Hours, as set forth on the Schedule. Planned maintenance will be
performed pursuant to OEM's applicable specifications for such item of
Equipment. Such specifications may change during the Term of the Agreement.
The foregoing Planned Maintenance Compliance includes the following components:
- PMs will be provided for all DI And Biomedical Equipment under this
Agreement
- PMs will be performed in compliance with applicable JCAHO standards
- The PM Commitment includes PMs for "Cannot Locates" and "Not
Availables"* (see below)
- 95%+ PM Compliance
- PM Compliance will be measured per participating facility
- Penalties for any failure to meet the PM Commitment will be paid
twice per year
GE will provide LifePoint with a quarterly "Dashboard" report showing the
Equipment for which PMs have been completed according to their applicable
OEM-recommended cycle as a percentage of the number of PM devices under this
Agreement. Should GE fail to meet its commitment as set forth in this section,
GE will credit to the facility a percentage of the facility's Annual Fixed
Charge for the applicable 12-month measurement period, such penalty to be
calculated and paid on a semi-annual basis.
PM COMPLIANCE PENALTY (Semi-Annual)
------------- --------------------
90% - 95% 1.0%*
<90% 2.5%
GE PROPRIETARY INFORMATION
REVISED 10/2004
14
*To be eligible for the PM Commitment and the above penalty, a facility must
maintain the level of DI and/or biomedical equipment that cannot be located or
is unavailable for service at less than 1% of the facilities total DI and
biomedical equipment inventory.
Exclusion:
- Planned Maintenance scheduled for DI & Biomedical equipment that is
not in operating condition or is in unsuitable condition for
maintenance due to non-service related issues will be excluded (i.e.
not counted as either completed or not completed) in this
calculation.
UPTIME PERFORMANCE
SERVICE DELIVERY INDEX
For all DI systems under a Full Service coverage option, GE will furnish the
facility a quarterly report, the Facility Dashboard Report, showing the average
uptime ("Service Delivery Index" or "SDI") of all covered DI Equipment within
the participating facility over a rolling 12 month period. Backup details by
individual system will be made available for review upon request. The Service
Delivery Index is calculated by dividing the time in hours the item of DI
Equipment achieved uptime by the total number of available coverage hours (based
on a 24 hour day, 7 days a week, 365 days a year, less hours in PMs). The DI
service guarantees and penalties are detailed in the charts below. Based on the
chart below, GE will credit back to the facility a percentage of the Annual
Fixed Charge for the applicable 12-month measurement period, calculated and paid
on a semi-annual basis.
GE DIAGNOSTIC IMAGING EQUIPMENT
For GE DI Equipment, if the Service
Delivery Index is:
90% - 94.99% 85% - 89.99% Less than 85%
GE will pay the following
semi-annual percentage of the
Annual Fixed Charge applicable to
that piece of GE DI Equipment: 2.5% 5.0% 7.5%
NON-GE DIAGNOSTIC IMAGING EQUIPMENT
For Non-GE DI Equipment, if the Service
Delivery Index is:
90% - 94.99% 85% - 89.99% Less than 85%
GE will pay the following
semi-annual percentage of the Annual
Fixed Charge applicable to that
piece of non-GE DI Equipment: 2.5% 7.5% 10%
Exclusions:
- Peripheral equipment such as remote console, magnetic tape drive,
hard copy devices, multi-format and laser cameras
- Planned maintenance time
- Diagnostic Imaging Equipment that cannot be located, is unavailable
or in unsuitable condition for service, or is not in operating
condition due to non-service related issues will be deemed to have
achieved Uptime.
- Should the facility give GE notice of the need for service and GE is
ready to service the equipment, but the facility defers or delays
service or visit, then the extent of this deferral or delay shall be
considered Uptime.
- The time necessary for repair and adjustments required for other
than normal equipment failure will be counted as Uptime, including
damage through misuse, operator error, inadequate environmental and
air conditioning protection or failure, power failure and Acts of
God.
- DI Equipment that is added (or is returned) to Full Service Coverage
for the first 90 days after such addition (or return).
- Systems identified as EOL or non-conforming, i.e. [INSERT
DEFINITION].
ADDITIONAL CHARGES FOR CT OFFERINGS
ANNUAL CT SLICE USAGE ADJUSTMENT
GE PROPRIETARY INFORMATION
REVISED 10/2004
15
Within 90 days after the end of each one-year anniversary date of this
Agreement, GE will review your CT slice usage during the prior 12-month period,
and will adjust, as appropriate, your coverage level effective the first day of
the next contract year. Corresponding adjustments will be made to your Total
Normal Fixed Charges and Periodic Charges, effective on such date, to reflect
your new coverage level.
USAGE ADJUSTMENT
Once in any calendar year, you may increase or decrease the Estimated Usage set
forth in the Schedule by providing written notice to GE of any adjustment you
wish to make. Upon receipt of your notice, GE will provide you with its
prevailing rate then in effect for the new estimated usage you have specified
and will request your confirmation to proceed with the adjustment. A confirmed
estimated usage adjustment will go into effect for the next payment period
invoiced by GE after confirmation.
ADDITIONAL CHARGES FOR MR OFFERINGS
MR SUPER CONDUCTING MAGNET MAINTENANCE AND CRYOGEN SUPPORT FOR LHE/LN AND SHIELD
COOLER CONFIGURED MAGNETS
If elected GE will:
1. Monitor the level of cryogens within the magnet's cryostat, based on
your cryostat meter readings.
2. Perform cryostat vacuum repumping at intervals OEM deems
appropriate.
3. Adjust, repair, or replace, at GE's option, Covered Components and
refill the cryostat with cryogens as necessary.
4. Perform magnetic field homogeneity adjustments to the extent
required by a magnet ramping and/or Covered Component adjustment,
repair, or replacement.
5. Schedule the delivery of and deliver cryogens in non-magnetic ▇▇▇▇▇
containers to the Site (unless you exclude Cryogen Support).
6. Transfer cryogens from non-magnetic ▇▇▇▇▇ containers to the
Equipment's cryostat. GE will typically perform this cryogen
transfill service between the hours of 9 PM and 6 AM. GE is not
liable for any loss of cryogens during transfer to the cryostat, and
GE makes no representation regarding transfer efficiency.
If elected you will:
1. Provide all transfer fill lines and cryogens in non-magnetic ▇▇▇▇▇
containers in the quantities, quality, and in accordance with the delivery
schedule OEM specifies; inform GE in writing of your Designated Cryogen
Representative for the delivery of cryogens to the Site; and authorize
your Designated Cryogen Representative to act with your full authority to
provide GE accurate cryostat meter readings and receive notifications from
GE relative to cryogen quantity and delivery schedules.
2. Provide an appropriate delivery dock and storage facility.
3. Ensure that any cryo-cooler system of the Equipment (including those in
vans or trailers in transit) is in operation at all times and that GE is
immediately notified if it is not.
4. Ensure that the water chiller system used in conjunction with the
cryo-cooler system of the Equipment (including those in vans or trailers
in transit) is in operation at all times and suitably maintained.
CRYOGEN COST INCREASES:
In the event that GE's cost for cryogens increases by more than 15 percent, as
measured against GE's cost as of the date of this Agreement or the cost to GE on
the date of the most recent adjustment, if any, under this paragraph, GE may
increase your Normal Fixed Charges under this Agreement in an amount equal to
such cost increase upon no less than 60 days' prior written notice to you.
MR SUPER CONDUCTING MAGNET MAINTENANCE AND CRYOGEN SUPPORT FOR CONDENSER
CONFIGURED MAGNETS (K4 TECHNOLOGY)
If elected GE will:
1. Monitor the level of cryogens within the magnet's cryostat, based on your
cryostat meter readings.
2. Perform cryostat vacuum repumping at intervals OEM deems appropriate.
3. Adjust, repair, or replace, at GE's option, Covered Components and refill
the cryostat with cryogens as necessary.
4. Perform magnetic field homogeneity adjustments to the extent required by a
magnet ramping and/or Covered Component adjustment, repair, or
replacement.
5. Schedule the delivery of and deliver cryogens in non-magnetic ▇▇▇▇▇
containers to the Site.
6. Transfer cryogens from the non-magnetic ▇▇▇▇▇ containers to the
Equipment's cryostat, not to exceed one 1000-liter (four dewars) refill in
a 3-year period, or 250 liters (one ▇▇▇▇▇) per year for Agreement terms
less than 3 years. GE will typically perform this cryogen transfill
service between the hours of 9 PM and 6 AM. GE is not liable for any loss
of cryogens during transfer to the cryostat, and GE makes no
representation regarding transfer efficiency.
If elected you will:
1. Ensure that any cyro-cooler system of the Equipment (including those in
vans or trailers in transit) is in operation at all times and that GE is
immediately notified if it is not.
GE PROPRIETARY INFORMATION
REVISED 10/2004
16
2. Ensure that the water chiller system used in conjunction with the
cryo-cooler system of the Equipment (including those in vans or trailers in
transit) is in operation at all times and suitably maintained.
3. Provide an appropriate delivery dock and storage facility.
CRYOGEN COST INCREASES:
In the event that GE's cost for cryogens increases by more than 15 percent, as
measured against GE's cost as of the date of this Agreement or the cost to GE on
the date of the most recent adjustment, if any, under this paragraph, GE may
increase your Normal Fixed Charges under this Agreement in an amount equal to
such cost increase upon no less than 60 days' prior written notice to you.
MR SYSTEMS WITH PERMANENT MAGNETS
If magnet maintenance is elected, GE will:
Perform magnetic field homogeneity adjustments to the extent required by a
Covered Component adjustment, repair, or replacement.
TIP-TV SATELLITE TRAINING NETWORK SUBSCRIPTION
YOUR RIGHT TO USE THE BROADCASTS
You are granted during the term of this subscription a limited, non-exclusive,
non-transferable license to do the following:
Use GE's Satellite Dish and IRD's to receive and decode GE's Broadcasts.
Receive your selected Broadcasts and, when applicable, obtain one set of printed
supplementary material for the sole use and educational use of your Health Care
Employees. Certain supplementary materials on the Broadcast may be made
available to non-employees with GE's prior written consent.
Make one videotape copy of each Broadcast solely for the educational use of your
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Internally display Broadcasts through a transmission system (preferably through
a central television distribution system) located within your Site. The
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YOUR TIP-TV SUBSCRIPTION RESPONSIBILITIES:
You agree, during the term of this subscription to:
- Assist GE or its agents to determine the compatibility of your existing
Satellite System or necessary, the requirements of a new Satellite System
to receive GE Broadcasts through use of GE's satellite system;
- Assist GE or its agents in obtaining all federal, state and local
variances , permits and authorizations to install and use the Satellite
System necessary to receive GE's Broadcasts at the Site;
- Obtain and maintain all facilities necessary to receive GE's Broadcasts at
the Site through the use of GE's Satellite System, including viewing room,
television or monitor, telephone, and VCR (if desired) needed for Health
Care Employees to participate in Broadcasts.;
GE PROPRIETARY INFORMATION
REVISED 10/2004
17
- Designate one or more employee/s to act as a Diagnostic Imaging Broadcast
Coordinator, an Education Coordinator, Audio-Visual Coordinator and
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Unless otherwise agreed, use of GE's Satellite System, toll-free help desk
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instructions for your installation of GE's Satellite System.
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be responsible for costs and any expenses due to special circumstances
including without limitation government permitting and licensing
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operate solely because of a design or manufacturing defect or normal wear
and tear.atellite dishSatellite System during your subscription.
TIP-TV TITLE AND RISK OF LOSS
GE will keep title to the Satellite System, Broadcasts, and any copies of
Broadcasts. You will preserve GE's title in these items free and clear of all
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You agree that GE has no liability with respect to GE's Satellite System
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EXCUSABLE DELAYS RELATING TO TIP-TV
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of a design or manufacturing defect or normal wear and tear.
Otherwise, our Satellite Dish, IRD and Broadcasts are provided AS IS. NO OTHER
WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, APPLIES TO ANY THING PROVIDED BY US WITH
RESPECT TO THIS SUBSCRIPTION.
THE PATIENT CHANNEL SUBSCRIPTION
The Patient Channel is a broadcast offering of GE TiP-TV, providing 24 hour per
day, 7 day per week transmission of medical programming intended for a patient
audience. Eligibility is restricted to US hospitals with patient beds. By
acceptance of a The Patient Channel subscription, you confirm that you will make
the programming available throughout your Site to all television-equipped
patient rooms as a standard channel selection, 24 hours per day, 7 days per
week. You will appoint a representative to facilitate the installation of the
equipment necessary to receive and distribute The Patient Channel programming at
your Site on a channel accessible by patients and separate from the
GE PROPRIETARY INFORMATION
REVISED 10/2004
18
channel(s) you use for GE TiP-TV broadcasts for healthcare professionals.
Equipment used to upgrade the current installed satellite equipment will be
provided and installed at no additional charge to you by GE Medical Systems
and/or its contractors.
Periodically, the facility will provide opportunities for GE Medical Systems to
collect viewership data.
GE believes the information contained in The Patient Channel broadcasts is
accurate and current. However, it is intended for general informational purposes
only, is not a substitute for professional medical advice, diagnosis or
treatment, and should not be relied upon, used or characterized as information
to aid in any persons' individual healthcare diagnosis, practices or decisions.
GE shall have no liability for any persons' use of the information contained in
The Patient Channel broadcasts. GE is not liable for the accuracy of content
provided by third parties.
ICENTER(TM) SUBSCRIPTION
THE ICENTER PORTAL
The iCenter portal facilitates access to 3 types of decision support information
related to diagnostic imaging equipment: equipment management, imaging
performance, and continuing education. If indicated on Schedule A, you will
receive the following:
- Equipment Manager Information: Information focused on your diagnostic
imaging Equipment's availability, maintenance history, and contract and
billing details.
- Imaging Performance Information: Information designed to facilitate
productivity enhancements, such as how and when the Equipment is being
used, who is using it, and how its use compares to the use of similar
equipment at your Site and other facilities.
- Education Manager Information: Information focused on enhancing your
professional development and knowledge, including on-line continuing
education and, if specified, the Show Me Video library.
The 3 types of decision support information are collectively referred to as the
"Information."
ICENTER SUBSCRIPTION
GE will provide you a subscription allowing you to access Information for the
Equipment through the iCenter web site specified by GE. You may purchase
subscriptions for additional GE diagnostic imaging systems at any time, but may
not substitute a new system for an existing piece of Equipment except on the
annual anniversary of your subscription.
During the term of your subscription, you are granted a limited, non-exclusive,
non-transferable right to search, retrieve, display, download, print and use the
Information solely at the Site for internal business use only. Access to the
Information will be controlled by user ID and password or other security process
defined by GE. You will manage password assignment and confidentiality.
Except as expressly permitted above, you will not (i) de-compile or reverse
engineer any of the associated software and other content and materials related
to the Information ("Related Materials"); (ii) sell, sub-license, distribute, or
commercially exploit the Information or the Related Materials; (iii) make the
Information or any of the Related Materials available to any third party through
any means or media; or (iv) modify, publish, transmit, participate in the
license, transfer, or sale of, reproduce, create derivative works from,
distribute, perform, display, or in any way exploit the Information or any of
the Related Materials, in whole or in part, without the prior written consent of
GE.
GE reserves the right to upgrade, modify, replace or delete portions of the
Information, web site, and Related Materials at any time during the Term.
ICENTER OWNERSHIP AND USE OF INTELLECTUAL PROPERTY RIGHTS
The Information and Related Materials are the property of GE and are protected
by copyright and other intellectual property laws of the United States and by
applicable international treaties. All rights with regard to the Information are
reserved to GE. No rights are transferred to you by virtue of this subscription
except as specifically provided in this subscription. You agree to abide by all
copyright notices, information, or restrictions.
ICENTER THIRD PARTY CONTENTS AND LINKS
GE may provide through this subscription third party content or links to third
party content. GE is not responsible for this content and may remove such
content at any time during the Term. The terms and conditions for use of such
content, including privacy policies applicable to such content, are determined
solely by the third party, and not by GE.
YOUR ADDITIONAL ICENTER RESPONSIBILITIES
YOU WILL:
Provide all assistance reasonably requested by GE or its agents to assist in
gathering data from your Equipment or other equipment or systems, and use
commercially reasonable efforts to provide accurate and complete data where any
data is provided by you.
GE PROPRIETARY INFORMATION
REVISED 10/2004
19
Provide and maintain a dedicated telephone line or other connection to your
Equipment as specified by GE, to allow GE to access your Equipment remotely at
all times.
Comply with the requirements of any implementation guidelines, security
procedures or other instructions provided by GE, including any requirements to
have access to any commercially available software, media player or other
technology reasonably necessary for access to or use of the Information.
Use the Information and Related Materials solely in accordance with this
Agreement and in accordance with applicable law.
Not rely on the Information or Related Materials in your preparation of any
reimbursement claim, cost report or similar reports.
Recognize that all clinical and medical diagnostic decisions are the
responsibility of your professional health care providers. The Information and
Related Materials are no substitute for their professional judgment and GE
disclaims all responsibility for your clinical and medical diagnostic
evaluations and decisions.
Not add or link to the web site any content or links that infringe the
trademark, copyright, patent or other rights of any third party.
GE'S ADDITIONAL ICENTER RESPONSIBILITIES
GE WILL:
Provide you access to and use of the Information and Related Materials during
the Term consistent with this Agreement.
Use commercially reasonable efforts to make available during your business hours
the Information and Related Materials during the Term.
Use commercially reasonable efforts to gather data contemplated this Agreement
from your Equipment and other systems.
Provide the Information and Related Materials solely in accordance with this
subscription agreement and in accordance with applicable law.
ICENTER DISCLAIMER OF WARRANTIES
NOTWITHSTANDING THE LIMITED WARRANTIES SECTION IN THE MASTER TERMS AND
CONDITIONS, GE EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY
KIND WITH RESPECT TO THE INFORMATION AND RELATED MATERIALS, WHETHER EXPRESSED OR
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE WITH ENJOYMENT, AND
TITLE. DUE TO THE NUMBER OF SOURCES FROM WHICH INFORMATION IS OBTAINED, AND THE
INHERENT HAZARDS OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, OR
INACCURACIES. THE INFORMATION AND RELATED MATERIALS COULD INCLUDE TECHNICAL OR
OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS, AND MAY NOT BE AVAILABLE WITHOUT
INTERRUPTION.
ICENTER TRAINING
At your request and in conjunction with the activation of your initial
subscription, GE or its agent will provide application training for 2
individuals in the use of the Information and Related Materials (regardless of
the number of pieces of Equipment for which you have a subscription). Additional
applications training may be purchased separately and charges for such training
will be in accordance with the prevailing rates then in effect for such services
ELECTED SERVICE SUPPORT LEVELS FOR DIAGNOSTIC IMAGING EQUIPMENT (OFFERINGS)
PM ONLY
This coverage is limited to low-end general radiology systems and those systems
that have been identified as EOL. We will provide the following Service Support
for Equipment listed on the attached Schedule if elected and designated as "PM
Only" coverage:
Planned maintenance (PM) inspections (labor only) pursuant to the
manufacturer's specifications or as otherwise agreed.
Inspection, calibration and verification of the operability of the
Equipment.
PMs will be performed from 8:00 a.m. to 5:00 p.m. Monday through Friday.
Remedial labor for problems identified during the PM inspection (parts
will be charged at then prevailing rates).
The number of systems which can be placed under this coverage
classification is limited to no more than 20% of a CompreCare contract's
annual value
Additional parts and labor at standard GE Hourly Billed Service rates.
GE PROPRIETARY INFORMATION
REVISED 10/2004
20
No "Uptime Guarantee".
GLASSPRO
For Equipment listed on the attached Schedule and identified as "GlassPro"
Equipment, we will provide the following:
Replacement tubes on an exchange basis for Equipment listed in the GE
Medical Systems Support Summary at the GlassPro Exchange. You agree to pay
the GlassPro Exchange Tube Price listed in the GE Medical Systems Support
Summary.
Tube Replacement Period as follows:
Replacement Tubes Tube Replacement Period*
------------------------------------ ------------------------
Mammography, Mobile, Rad, R&F 12 months
Cardiac, ▇▇▇▇▇, ▇▇▇▇▇
Applications 6 months
CT Max, Pace/Sytec, 9800, HLA,
Sytec SR/i. Sytec Synergy 3 months
CT ProSpeed, HiSPeed Advantage,
HiSpeed CT/I 4 months
Performix Applications and all other
CT, GE and non-GE 6 months
Tube Replacement Period is based on the timeframe of the last purchased
tube. When a tube fails during the Tube Replacement Period, there is no
charge. When a tube fails after the Tube Replacement Period, a
replacement tube is sold at the GlassPro price. A tube replaced at no
charge does not carry a "new" warranty
During the term of this Agreement, the annual enrollment fee for systems covered
under the Glass Pro tube program is waived provided (i) this Agreement remains
in effect and LifePoint is not in default, (ii) GE is LifePoint's sole provider
for Service, including HBS services, and (iii) LifePoint obtains all of its
tubes from GE. Tube pricing under the Glass Pro program for the term of this
agreement is as follows:
GE PROPRIETARY INFORMATION
REVISED 10/2004
21
SYSTEM/EQUIPMENT CHARGE/SYSTEM
--------------------------------------------- -------------
Mammo (Seno, Mammoview) $ 7,400
Mammo (DMR) $ 11,400
Mobile (Portable) $ 3,900
Mobile (C-Arm) $ 14,700
Mobile (Other C-Arm) $ 9,700
Rad (MX-75) $ 4,400
Rad/R&F (MX-100/over) $ 5,900
R&F (MX-100/under) $ 5,900
R&F, Angio (MX150) $ 35,000
Vascular Angiography, Single or Biplane (HTG) $ 16,200
Innova 4100 & Innova 3100 (MX160) $ 55,000
CT Max $ 8,500
Pace/Sytec 2-4000 $ 14,800
9800 - Xenon $ 13,000
9800 - HiLight $ 17,500
9800 - HLA $ 17,500
HiLight Advantage $ 17,500
Sytec SRI/Sytec Synergy $ 17,500
CT/e, CT/e Dual $ 17,500
ProSpeed $ 20,000
HiSpeed Advantage $ 20,000
HiSpeed DX/I, FX/I, LX/I $ 20,000
HiSpeed CT/I w/ HSA Tube $ 20,000
NX/I w/3.5 MHU/Solarix $ 20,000
NX/I w/Performix 630 $ 20,000
HiSpeed CT/I w/Performix Tube 630 $ 75,000
HiSpeed QX/I w/Performix ADV Tube $ 75,000
HiSpeed QX/I w/ Performix Ultra $ 75,000
LightSpeed QX/I w/ Performix ADV $ 75,000
All LightSpeeds w/ Performix Ultra $ 90,000
LightSpeed RT w/ Performix Pro $100,000
LightSpeed Pro 16 w/ Performix Pro $100,000
Discovery LS, ST w/ Performix Tube $ 90,000
Installation labor and calibration for X-Ray and CT tubes normally sold by
us to replace failed tubes in your Equipment as listed on the Schedule.
Installation labor and calibration will not be provided on tubes not
obtained through the GE parts network.
Performance of a basic Equipment inspection to verify the overall
condition of the Equipment immediately before our installation and
calibration service. If we determine the Equipment has a problem which has
affected or could materially affect tube operation or usage, the problem
must be corrected before we will install a replacement tube.
The listed services will be provided Monday through Friday during normal
coverage hours, excluding our observed holidays. We can provide, at your
expense, service outside of these service hours per our then discounted
Hourly Billed Service overtime rates for contract customers.
Tubes in GE Equipment not covered under "GlassPro" must be covered under another
type of tube agreement with GE.
EDUCATION PACKAGE
GE will provide you with the following educational services and resources for
the Term of your Agreement:
GE PROPRIETARY INFORMATION
REVISED 10/2004
22
Healthcare Learning Package :
TiP-TV(TM) Satellite Training Network Subscription
Access to online CE/CME/CNE Courses via TiP On-Demand
Access to the Patient Channel (Hospital Customers Only)
Access to the GE Healthcare Learning System
GE PROPRIETARY INFORMATION
REVISED 10/2004
23
CUSTOMER
GE MEDICAL SYSTEMS LIFEPOINT HOSPITAL HOLDINGS, INC
________________________________
Approved by ▇▇▇▇▇▇ ▇▇▇▇▇ (Typed Name of Customer)
------------------------
(Typed or Printed Name)
Title National Service Sale Manager By ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ ----------------------------------
(Typed or Printed) (Typed or Printed Authorized Name)
Signature /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Signature /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- ----------------------------
(Authorized Signature) (Authorized Signature)
Date 1/7/05 Title COO
--------------------------------
(Typed or Printed)
Prepared by __________________________ Date 1/7/05
(Typed or Printed Name)
Title ________________________________ P.O. # (Fixed Billing) _______________
(Typed or Printed) (For billing purposes only)
Date _________________________________ P.O. # (Variable Billing)
_______________________________
Return to (Street) ___________________ (For billing purposes only)
Return to (City, State, Zip)__________
GE PROPRIETARY INFORMATION
REVISED 10/2004
24
GE MEDICAL SYSTEMS
AGENCY AUTHORIZATION AGREEMENT
LIFEPOINT HOSPITAL HOLDINGS, INC hereby designates GE Medical Systems as its
duly authorized agent to act on LIFEPOINT HOSPITAL HOLDINGS, INC behalf to
conduct the following business matters
- Negotiate and enter into service agreements for the equipment specified in
the attached proposal or contract.
- Obtain service support, parts, parts pricing, technical information
(including manuals, software, etc.), service histories, and time and
material cost for the equipment specified in the attached proposal or
contract.
- Obtain or develop and negotiate and enter into training agreements for the
equipment covered by the attached proposal or contract.
This agency authorization is effective as of the date shown below and continues
in force until MARCH 31, 2008, unless previously revoked by an authorized
representative of LIFEPOINT HOSPITAL HOLDINGS, INC in writing.
CUSTOMER NAME AND ADDRESS:
LIFEPOINT HOSPITAL HOLDINGS, INC
By:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
(Authorized Signature)
__________________________
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
(Typed or Printed)
__________________________
Title: COO
-------------------
Date: 1/7/05
GE PROPRIETARY INFORMATION
REVISED 10/2004
25
SECTION III
COMPRECARE GLOSSARY
"ACCESSORIES DISCOUNT" means the discount (if any) for orders of GE accessories,
as specified in the applicable Schedule.
"ANNUAL ALLOWANCE AMOUNT" means the maximum amount of charges that may be
accrued for Replacement Parts during a specified twelve-month period of this
Agreement, as specified on Schedule.
"ANNUAL UPGRADE PROGRAM" means, for the LOGIQ 700 Expert Series, GE Ultrasound's
LOGIQ 700 Expert Series Annual Breakthrough Program.
"ADVANCED SERVICE DOCUMENTATION" means GE's proprietary and copyrighted service
documentation which embodies advanced information developed by or provided to GE
for the installation, maintenance, repair or deinstallation of the Equipment as
well as any upgrades or revisions of this material, which bear a yellow cover or
label or incorporate or display a notice that states substantially the
following:
"ADVANCED SERVICE DOCUMENTATION
PROPERTY OF GE.
USE OF THESE MATERIALS LIMITED TO AGENTS AND EMPLOYEES OF GE MEDICAL SYSTEMS OR
OTHER PARTIES EXPRESSLY LICENSED BY GE UNLICENSED USE IS STRICTLY PROHIBITED"
"ADVANCED SERVICE PACKAGE" means Advanced Service Documentation, Advanced
Service Software and Advanced Service Tools identified in this License.
"ADVANCED SERVICE SOFTWARE" means GE's proprietary and copyrighted advanced
service Software described above which was developed by or provided to GE for
the installation, maintenance, repair or de-installation of the Equipment as
well as any upgrades or revisions of this material, which bear a yellow cover or
label or incorporate or display a notice that states substantially the
following:
"ADVANCED SERVICE SOFTWARE
PROPERTY OF GE.
USE OF THESE MATERIALS LIMITED TO AGENTS
AND EMPLOYEES OF GE MEDICAL SYSTEMS OR OTHER PARTIES EXPRESSLY LICENSED BY GE
UNLICENSED USE IS STRICTLY PROHIBITED"
"ADVANCED SERVICE TOOLS" means GE's proprietary, tangible advanced service
instruments or instrument combinations which have been developed by or provided
to GE for the installation, maintenance, repair or de-installation of the
Equipment as well as any upgrades or revisions of this material, which either
bear or are maintained in a container which bears a yellow label or a notice
that states substantially the following:
"ADVANCED SERVICE TOOL
PROPERTY OF GE.
USE OF THESE MATERIALS LIMITED TO AGENTS
AND EMPLOYEES OF GE MEDICAL SYSTEMS OR OTHER PARTIES EXPRESSLY LICENSED BY GE
UNLICENSED USE IS STRICTLY PROHIBITED"
"ADVANCED SERVICE TRAINING" means training GE may make available to your Service
Employees which relates to their use of the Advanced Service Package in
repairing and maintaining the Equipment, as further provided herein.
"BLOCK OF OVERTIME ("OT") HOURS" means labor and travel hours pre-purchased at a
discounted rate to be used in the specified contract year for Support incurred
outside of Coverage Hours. Unused OT Hours expire at the end of the contract
year for which they were purchased.
"BLOCK OF HOURS" means the number of prepaid on-site Support hours (including
both labor and travel) selected by you on Schedule to be used during the
contract year and covering the equipment specified on Schedule. Unused hours
expire at the end of the contract year for which they were purchased.
"BROADCAST" means a program provided via TiP-TV, GE's fee-based subscription
satellite TV service that provides continuing education for healthcare
professions. Programs include those provided on TiP Focus on Healthcare, TiP
Diagnostic Imaging, The Health Channel and The Patient Channel, along with any
supplementary materials.
GE PROPRIETARY INFORMATION
REVISED 10/2004
26
"BROADCAST COORDINATOR" means the person designated by you in this Subscription
to be the ongoing liaison with our staff during the Term of this Subscription.
This person will be responsible for coordinating Education, Training and
Business Programs viewership, videotaping, returning necessary Site information,
and performing other duties we reasonably deem to be necessary with respect to
this Subscription.
"CANNOT LOCATE EQUIPMENT" means GE's field engineer is unable to service the
equipment because you or your representative are unable to locate the equipment
scheduled for service.
"CE/CME/CNE COURSES" means the world-wide-web accessible accredited continuous
education, continuous medical education and continuous nursing education courses
listed in GE's on-line course catalog. You may complete up to 500 courses in
each contract year.
"COMMON LEGAL CONTROL" in reference to two or more legal persons, means that one
such person, whether directly or indirectly, (i) has control of the other
person, (ii) is controlled by the other person, or (iii) is, together with the
other person, under common control of another person.
"COMPLIANCE SOLUTIONS" means a collection of video training materials designed
by GE, in partnership with Medical Consultants Network Inc. (MCN), to assist
your staff in complying with regulatory requirements. Compliance Solutions
materials are made available through CD-ROM, videotape and/or TiP-TV satellite
broadcasts, supplemented by automatic e-mail notification of regulatory changes
and internet access to an archived library of implementation tools. All
materials in Compliance Solutions are for your internal use only. Videotape
copying, CD replication and commercial reuse for sale of any materials are not
permitted. GE believes the information contained in Compliance Solutions is
accurate and current. Although the Compliance Solutions is based on published
standards of the federal regulatory agencies, the content contains
recommendations and suggestions for compliance with these agencies. All policies
and procedures, worksheets and forms should be made specific to the individual
healthcare facility. The Compliance Solutions is not a substitute for legal
advice nor is it designed to meet any state or local regulations. Neither GE nor
MCN shall have liability for any persons' use of the information contained in
Compliance Solutions. Courses for Compliance Solutions may be approved for CE
credit (nursing and/or radiological technologist), with course accreditation
identified in the Order Form.
"CORRECTIVE SERVICE" means labor to provide repair service on Covered Components
of the Equipment.
"COVERAGE HOURS" means the specific hours and days GE will provide Support under
the Agreement. Coverage Hours are local time (continental U.S.), and exclude
holidays recognized by GE.
"COVERED COMPONENTS" means components of the Equipment for which Support is
provided under an agreement. Subject to exclusions listed in the Agreement,
"Covered Components" are:
FOR MR SYSTEMS WITH SUPER CONDUCTING MAGNETS: All MR system components
except the MR magnet, cryostat, coldhead, cyro-cooler compressor, shim
coils, cryogens, non-GE supplied water chillers, and non-GE coils.
FOR MR SYSTEMS WITH PERMANENT MAGNETS: All MR system components, including
GE coils, the MR magnet and its related components.
FOR MR SUPER CONDUCTING MAGNETS WITH MAGNET MAINTENANCE AND CRYOGEN
COVERAGE: MR Magnet, cryostat, coldhead, cryo-cooler compressor, shim
coils, GE coils, cryogens, GE supplied water chillers.
FOR CT SYSTEMS: All CT system components except tubes. Pick-up tubes are
considered to be a system component, not a tube. Tubes are included only
when coverage is purchased and noted on the Schedule.
FOR X-RAY SYSTEMS: All X-Ray system components except tubes and image
intensifiers. Pick-up tubes are considered to be a system component, not a
tube. Digital Detectors are covered under the Quantacare and In-House
Complete programs. Tubes and Image Intensifiers are included only when
coverage is purchased and noted on the Schedule.
FOR NUCLEAR SYSTEMS: All Nuclear system components including tables and
crystals.
FOR PET SYSTEMS: All PET system components. Transmission Pin Sources are
included only when coverage is purchased and noted on the Schedule.
FOR ULTRASOUND SYSTEMS: All ultrasound system components, including any
transducers and peripherals specifically identified on the Schedule.
FOR NETWORK SYSTEM: All network system components specifically identified
on the Schedule.
"EDUCATION COORDINATOR" means the person designated by you in this Subscription
to disseminate information about Education, Training and Business programs for
Staff and Patients.
GE PROPRIETARY INFORMATION
REVISED 10/2004
27
"EDUCATION TRACKING SYSTEM" means GE's internet-accessible Education Tracking
and Training Management System providing online (i) TiP-TV CE and Radiology
Fundamental eLearning Course testing and results tracking and (ii) access to the
Show Me Library.
"EQUIPMENT" means the hardware and all additions, modifications, substitutions,
and replacements identified in the Schedule(s), but does not include the
Advanced Service Package, the InSite Package, or any parts of those packages.
"EQUIPMENT OPERATION MANUAL" means the operation manual and related materials
delivered by the manufacturer with the Equipment.
"FE COVERAGE WEEKDAYS" MEANS the Coverage Hours on weekdays (except GE Holidays)
during which onsite labor for Corrective Service is included under the
Agreement. Corrective Service provided outside Coverage Hours on weekdays is
billed at standard contract overtime rates or may be charged against a Block of
OT Hours (if applicable).
"FE COVERAGE WEEKENDS AND HOLIDAYS" means the Coverage Hours on weekends and GE
holidays during which onsite labor for Corrective Service is included under the
Agreement. Corrective Service provided outside of Coverage Hours on weekends and
holidays is billed at standard applicable contract overtime rates or may be
charged against a Block of OT Hours (if applicable).
"FE ONSITE RESPONSE" means the typical response time during Coverage Hours from
your initial call for Corrective Service to FE arrival at the Site to begin
servicing the Equipment. If you request faster response, GE will charge an
expediting fee.
"HEALTHCARE EDUCATION LEARNING PACKAGE" means GE's internet-accessible education
tracking and management system providing online course access, testing,
recording, results tracking and printing. This includes access to Tip-TV, TiP-TV
OnDemand (web version), The Patient Channel (U.S. hospitals only) and the
healthcare learning system for on line course registration, testing, and
certificates
"HEALTH CARE EMPLOYEE" means any person employed by you at the Site whose
primary responsibility is to provide health care directly to human beings.
"HEALTH CARE PROVIDER" means an entity that directly uses the Equipment to
provide health care to human beings.
"ILINQ" means a communication tool that resides on the Equipment operator
console. This tool provides the following features: (i) Contact GE, which
provides a direct link to GE via an interface on the operator console for you to
request Support and for GE to respond; (ii) Messaging, which provides a status
report and historic log of your Contact GE requests and allows GE to send
information to your operator console; and (iii) The Applications Wizard, which
provides the capability to search the GE database for applications information
and guidance related to the Equipment.
"INFORMATION SUPPLIERS" means entities that have licensed the information and
content which forms part of the Information.
"IN-HOUSE CHOICE BASE OFFERING" means that suite of Support offerings specified
as the In-House Choice Base Offering on a Schedule.
"IN-HOUSE ENGINEER TELEPHONE SUPPORT LINE" means the telephone number given to
In-House Choice customers for support.
"INSITE" means GE's proprietary remote OnLine Center call support or dial-up
remote diagnostic troubleshooting capability available on certain Equipment
models.
"INSITE COVERAGE HOURS" means the hours and days you select for InSite coverage.
InSite Support provided outside Insite Coverage Hours will be billed at
applicable contract overtime rates.
"INSITE RESPONSE TIME" means the typical response time from your initial call to
phone response by a GE engineer located at the OnLine Center to begin servicing
your call. If you request faster response, GE will charge an expediting fee.
"INSTALLATION COORDINATOR" means the person designated by you in this
Subscription to facilitate a Satellite System installation, including the
obtaining of all necessary permits, licenses, and other approvals. This person
must work with our staff to complete a signal test and provide Site information
requested by us.
"IRD" means an integrated receiver decoder that will be licensed by us to you
under this Subscription and used to decode our Education, Training and Business
Programs.
"LEARNING SOLUTIONS ONLINE" means a web-based continuing education resource for
Healthcare professionals
"MAGNET MONITORING" means proactive monitoring of the magnet using remote
diagnostic capability. You will receive alerts when certain pre-defined magnet
thresholds are exceeded.
"MASTER TERMS AND CONDITIONS" means the Master Terms and Conditions, signed by
you and GE.
"MODALITY" means the specific equipment group (e.g., MR, ultrasound, etc.) into
which the Equipment is categorized.
GE PROPRIETARY INFORMATION
REVISED 10/2004
28
"MULTI-VENDOR ELECTRONIC PERFORMANCE SUPPORT TOOLS" means GE's proprietary,
CD-based, functional documentation support tools which have been developed by or
provided to GE for the installation, maintenance, repair or de-installation of
the Multi-Vendor [Equipment not manufactured by GE] diagnostic Equipment as well
as any upgrades or revisions of this material, which either bear or are
maintained in a container which bears a [red/yellow] label or a notice that
states substantially the following:
"MULTI-VENDOR ELECTRONIC PERFORMANCE SUPPORT TOOL
PROPERTY OF GE
USE OF THESE MATERIALS LIMITED TO AGENTS
AND EMPLOYEES OF GE MEDICAL SYSTEMS OR OTHER PARTIES EXPRESSLY LICENSED BY GE
UNLICENSED USE IS STRICTLY PROHIBITED"
"MULTI-VENDOR TRAINING" means training GE may make available to your Service
Employees which relates to their use of the Multi-Vendor Electronic Performance
Support Tools in repairing and maintaining the Equipment, as further provided
herein.
"NORMAL FIXED CHARGES" means the amount of the periodic payments for Support, as
specified in the Agreement. They do not include additional charges for services
or other items not covered by the Agreement but requested by you or any variable
charges.
"ONLINE CENTER" means GE's central facility from which Support is provided.
"ORIGINAL EQUIPMENT MANUFACTURER" or "OEM" means the original equipment
manufacturer of any non-GE equipment, software or parts included in the
definition of Equipment.
"PARTS DELIVERY TIME" means the typical time from the part order to delivery of
the part to the Site. If you request faster delivery, GE will charge an
expediting fee.
"PARTS ON-SITE COVERAGE" shall mean that coverage offering described in these
Additional Terms and Conditions under the heading "Parts On-Site Offering."
"PAYMENT PERIOD" means the payment periods for Normal Fixed Charges specified in
the Support Summary.
"PLANNED MAINTENANCE INSPECTION ("PM")" means an inspection of the Equipment
performed at a mutually agreeable time during the Coverage Hours in accordance
with OEM's Equipment specifications at recommended intervals.
"PM WEEKDAY EXECUTION" means Coverage Hours agreed to between you and GE during
which PMs will be performed on weekdays (not including GE holidays).
"PM WEEKEND AND HOLIDAY EXECUTION" means Coverage Hours agreed to between you
and GE during which PMs will be performed on weekends and holidays.
"REPLACEMENT PARTS" means replacement parts required to repair or maintain
Equipment. Replacement Parts may be provided on a new or exchange (refurbished)
basis. Functionally equivalent used parts may also be used when necessary to
maintain the operation of the Equipment. Parts that are replaced become GE
property and are removed from the Site. Replacement parts do not include tubes
and Ultrasound transducers.
"SATELLITE DISH" includes fiberglass compressed metal satellite receive-only
dish reflector, non-penetrating roof mount, single polarity feed horn adapter,
feed horn cover, single pole digital Ku-band LNB (low noise block) and roof
padding for roof mount that will be licensed by us to you under this
Subscription for you to receive our Education, Training and Business Programs.
The Satellite Dish will be installed at the premises of the subscribing facility
at our expense excluding extraordinarys.
"SATELLITE SYSTEM" means a the Satellite Dish, IRD, and channel filters if
required.
"SERVICE AGENT" means a person retained by you to maintain and repair the
Equipment who is not a Service Employee.
"SERVICE EMPLOYEE" means a full-time employee of you or of an entity under
Common Legal Control with you who is employed and paid by you or by an entity
under Common Legal Control with you to maintain and repair the Equipment, has
the ability and knowledge to maintain and repair the Equipment, and is managed
and supervised by other full time employees of you or full-time employees of an
entity under Common Legal Control. "Service Employee" does not include part-time
employees, employees paid by persons or entities other than those described
above, or persons employed by others including those placed on your payroll or
the payroll of an entity under Common Legal Control with you for the purpose of
obtaining access to the Licensed Materials or admission to GE Advanced Service
Training.
"SITE" means the specific geographic location where the Equipment is located for
patient care.
"SITE MANAGER" means the site manager designated by you pursuant to Section 4.5
of the Master Terms and Conditions.
GE PROPRIETARY INFORMATION
REVISED 10/2004
29
"SOFTWARE" means a computer program or compilation of data that is fixed in any
tangible medium of expression or any storage medium from which the program may
be perceived, reproduced or otherwise communicated, either directly or with the
aid of a machine or device.
"STANDARD INSTALLATION" means the placing of a TiP-TV satellite receiver/decoder
and 1.2 meter satellite dish at your site and consists of a site survey,
installation of the dish and non-penetrating roof mount, peak of dish on GE-3
satellite, up to 200-foot run of RG-11 plenum cable to IRD, and testing and
authorization of the satellite system.
"SUBSCRIPTION FEE" means the monetary amount which is payable by you to us, as
specified in this Subscription, for your license of our IRD and your right to
receive our Education, Training and Business Programs in accordance with this
Subscription.
"SUPPORT" means maintenance, repair, productivity, and other services, as well
as software, hardware, and other items, described on the Support Summary and
Schedule.
"SUPPORT SUMMARY" means the document entitled "Support Summary" included with
these Additional Terms and Conditions.
"THE PATIENT CHANNEL (TM)" means GE's TiP-TV 24-hour-per-day, 7-day-per-week
broadcast offering of medical programming intended for a patient audience. You
agree to make the programming available throughout your Site to all
television-equipped patient rooms as a standard channel selection, 24 hours per
day, 7 days per week and to appoint a representative to facilitate the
installation of the equipment necessary to receive and distribute The Patient
Channel programming at your Site on a channel accessible by patients and
separate from the channel(s) you use for GE TiP-TV broadcasts for healthcare
professionals. GE will provide the Equipment needed to upgrade the your standard
current TiP-TV satellite equipment installation at no additional charge.
"TIP ANSWER LINE" means your access to an 800 number staffed by applications
specialists for non-emergency GE clinical applications assistance.
"TIP-TV" means GE's TiP-TV satellite broadcast offering of medical programming
intended for healthcare professionals, including Focus on Healthcare and
Diagnostic Imaging programming.
"TIP-TV (TM) ONDEMAND" means the TiP-TV content made available by GE in
streaming audio and/or video forms. TiP-TV OnDemand content may also include
slides, handouts, and text transcriptions, is time-coded and searchable, and
includes note-taking and bookmarking abilities.
"TIP ONSITE APPLICATIONS" means dedicated applications training provided by GE's
applications specialist at the Site. Training content may be customized by you.
"TOTAL NORMAL FIXED CHARGES" means the total fixed amount to be paid under an
Agreement for Support. It does not include additional charges for services and
other items not covered by the Agreement but requested by you or any variable
charges.
GE PROPRIETARY INFORMATION
REVISED 10/2004
30
SECTION IV : SUPPORT SUMMARIES
GE PROPRIETARY INFORMATION
REVISED 10/2004
31
GE MEDICAL SYSTEMS DIAGNOSTIC IMAGING SUPPORT SUMMARY
GE MEDICAL SYSTEMS COMPRECARE AGREEMENT #____
This Support Summary is attached to and made a part of the GE Medical Systems
CompreCare Agreement identified above, and sets forth specific terms and
conditions in addition to those in the Agreement.
CUSTOMER NAME
NAME: LIFEPOINT HOSPITAL HOLDINGS, INC ADDRESS: CITY: STATE: ZIP
FED ID or SS#______
SITE INFORMATION (if different from above)
FIXED SITE SITE STREET CITY STATE ZIP
NAME
VEHICLE DESCRIPTION AND GEOGRAPHIC OPERATING AREA
MOBILE SITE
TERM AND PERIODIC CHARGE
The Support and prices quoted below are valid provided the customer signs and
return this quote to GE Medical Systems by .
TERM
The Term of this Support Summary will commence on OCTOBER 1, 2004, and will
expire on MARCH 31, 2008.
PERIODIC CHARGE
The Total Normal Fixed Charge is $24,978,792, plus applicable taxes. Your annual
charge is $ 8,326,264, plus applicable taxes. The total charge is payable in 42
periodic installment(s) as follows: Months 1-6 @ $717,992 and months 7-42
@ $574,190.
The first installment will be due when the term begins. One installment will be
due on the same day of each consecutive payment period until the total charge
and all applicable taxes are paid in full. We will invoice you for payment of
each installment and all applicable taxes.
EQUIPMENT COVERAGE
GE PROPRIETARY INFORMATION
REVISED 10/2004
32
See attached Schedule (s) to this Support Summary for the description of the
Equipment, Service Support coverages and hours, and periodic charges applicable
to this Support Summary.
SERVICE OPTIONS (SELECT ALL THAT APPLY)
[X] Diagnostic Imaging Service
[X] Diagnostic Imaging Service Options (X-Ray Tubes, Image Intensifiers,
and Ultrasound Transducers/Probes, etc.) as detailed on attached
Exhibits to this Support Summary.
[X] TiP-TV Broadcast Subscription COMPLETED CONTACT INFORMATION FORM
MUST BE FORWARDED TO TIPTV
[X] Compliance Solutions COMPLETED CONTACT INFORMATION FORM MUST BE
FORWARDED TO TIPTV
[X] Healthcare Learning Package COMPLETED CONTACT INFORMATION FORM MUST
BE FORWARDED TO TIPTV
[ ] Other:____
GE MEDICAL SYSTEMS CUSTOMER NAME
Prepared by ▇▇▇▇▇▇ ▇▇▇▇▇ LIFEPOINT HOSPITAL HOLDINGS, INC
______________________ ________________________________
(Typed or Printed) (Name of Customer)
Title National Service Sales By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Manager - HPG -------------------------------
(Authorized Signature)
Approved
by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------ ----------------------------
(Typed or Printed)
Title National Service Sales Manager Title COO
------------------------------ ---------------------------
Date 1/7/05 Date 1/7/05
GE MEDICAL SYSTEMS BIOMEDICAL SUPPORT SUMMARY
GE MEDICAL SYSTEMS COMPRECARE AGREEMENT # __________
This Support Summary is attached to and made a part of the GE Medical Systems
CompreCare Agreement identified above, and sets forth specific terms and
conditions in addition to those in the Agreement.
CUSTOMER NAME
NAME: LIFEPOINT HOSPITAL HOLDINGS, INC ADDRESS: CITY STATE:____ ZIP:_____
FED ID or SS# ____
SITE INFORMATION (if different from above)
FIXED SITE SITE STREET CITY STATE ZIP
NAME
VEHICLE DESCRIPTION AND GEOGRAPHIC OPERATING AREA
MOBILE SITE
TERM AND PERIODIC CHARGE
The Support and prices quoted below are valid provided the customer signs and
return this quote to GE Medical Systems by .
TERM
The Term of this Support Summary will commence on OCTOBER 1, 2004, and will
expire on MARCH 31, 2008.
PERIODIC CHARGE
The Total Normal Fixed Charge is $11,425,659, plus applicable taxes. Your annual
charge is $3,264,474, plus applicable taxes. The total charge is payable in 42
periodic installment(s) of $ 272,040.
Submitted to Customer: ____mo/____ day/ _______year. GEMS Initials _____________
The first installment will be due when the term begins. One installment will be
due on the same day of each consecutive payment period until the total charge
and all applicable taxes are paid in full. We will invoice you for payment of
each installment and all applicable taxes.
EQUIPMENT COVERAGE
GE PROPRIETARY INFORMATION
REVISED 10/2004
33
See attached Schedule(s) to this Support Summary for the description of the
Equipment, Service Support coverage and hours, and periodic charges applicable
to this Support Summary.
SERVICE OPTIONS (SELECT ALL THAT APPLY)
[X] Biomedical Full Service [ ] Biomedical Preventative
with Parts Maintenance with Parts
(Monday - Friday, 8:00 a.m. (Monday - Friday, 8:00 a.m.
- 4:30 p.m.) - 4:30 p.m.)
[ ] Biomedical Service Estimate [ ] Other:_____________
($_______________)
Biomedical Inventory Fee,
if applicable ($____________)
GE MEDICAL SYSTEMS CUSTOMER NAME
Prepared by ▇▇▇▇▇▇ ▇▇▇▇▇ LIFEPOINT HOSPITAL HOLDINGS, INC
___________________________ ________________________________
(Typed or Printed) (Name of Customer)
Title National Service Sales By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Manager - HPG -------------------------------
(Authorized Signature)
Approved
by /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------- -----------------------------
(Typed or Printed)
Title ____________________________ Title COO
-----------------------------
Date 1/7/05 Date 1/7/05
CONTACT INFORMATION FOR LEARNING SOLUTIONS EDUCATION PRODUCTS
EDUCATION COORDINATOR
THIS PERSON WILL BE THE CONTACT AT THE CUSTOMER SITE FOR FULFILLMENT OF ALL
EDUCATIONAL PRODUCTS OUTLINED IN THIS CONTRACT. FULFILLMENT OF THESE EDUCATIONAL
PRODUCTS WILL NOT COMMENCE UNLESS THIS INFORMATION IS COMPLETE.
Contact Name ___________________________________________________________________
Title __________________________________________________________________________
Facility _______________________________________________________________________
Street Address (no P.O. Boxes please) __________________________________________
Department _____________________________________________________________________
Telephone #_____________________________FAX # __________________________________
Email Address (If available) ___________________________________________________
COMPLIANCE SOLUTIONS OPTIONS
PLEASE CHECK THE CUSTOMER'S DELIVERY PREFERENCE. IF THIS INFORMATION IS NOT
CHECKED THE CUSTOMER WILL RECEIVE THE VIDEOTAPE AND SATELLITE BROADCAST OPTION
[ ] Videotape and Satellite Broadcast
[ ] CD-ROM and Satellite Broadcast
GE PROPRIETARY INFORMATION
REVISED 10/2004
34
GE CONTACT INFORMATION
THIS INFORMATION WILL BE HELPFUL FOR QUESTIONS RELATED TO THIS CONTRACT.
Contact Name ___________________________________________________________________
Title __________________________________________________________________________
Telephone # ____________________________FAX # __________________________________
Email Address (If available) ___________________________________________________
GE REPRESENTATIVE - PLEASE FAX COMPLETED FORM IMMEDIATELY TO: ATTN: TIPTV, FAX #
▇▇▇-▇▇▇-▇▇▇▇
GE PROPRIETARY INFORMATION
REVISED 10/2004
35