Join Microsoft Teams Meeting - Mammoth Hospital

2020 Press Ganey Guardian of Excellence Award Winner

________________________________________________________________________________________________________ Mammoth Hospital

P.O. Box 660 | 85 Sierra Park Road | Mammoth Lakes, CA 93546 | 760.924.4114 | Fax 760.924.4104 www.mammothhospital.com

METICULOUS CARE * MEMORABLE PEOPLE * MAJESTIC LOCATION

SOUTHERN MONO HEALTHCARE DISTRICT SEPTEMBER 2021 MONTHLY AND ANNUAL BOARD MEETING AGENDA

NOTICE IS HEREBY GIVEN that the Board of Directors of Southern Mono Healthcare District will convene at its regular monthly board meeting at the location and on the date and time set forth below.

Pursuant to the current State of Emergency declared by the Governor and Executive Order N-29-20, this meeting will occur and be held via teleconferencing. The meeting will beaccessible telephonically to all members of the public seeking to observe and to address theBoard of Directors, including giving public comment. To access the meeting, the District hasset up a virtual meeting on Microsoft Teams, as well as a call-in number:

Join Microsoft Teams Meeting +1 619-614-6679 United States, San Diego (Toll)

Conference ID: 466 416 357#

In compliance with the Americans with Disabilities Act (ADA), if you need special assistance to attend this meeting via telephone, please contact the District Board Administrative Assistant at Mammoth Hospital by telephoning 760.924.4114. Prompt notification prior to the meeting will enable the District to make reasonable arrangements to assist with accessibility to this meeting.

Date: September 16, 2021

Time: 8:00 a.m.

Place: Mammoth Hospital Administration Conference Rooms A & B and Teams 85 Sierra Park Road Mammoth Lakes, CA 93546

I. CALL TO ORDER

II. PLEDGE ALLEGIANCE TO THE FLAG AND READING OF THE SMHD VISION, MISSION ANDVALUES

III. PUBLIC COMMENTS

1

http://www.mammothhospital.com/

https://teams.microsoft.com/l/meetup-join/19%3ameeting_MzhiZDNlNWQtMTk4MC00NzRkLWE1MTEtZmI0ODVmOTM0ODEy%40thread.v2/0?context=%7b%22Tid%22%3a%2292827138-2d5e-47b3-a087-2cc804d6af09%22%2c%22Oid%22%3a%22fd88350f-883b-4d82-8ee7-a7684a2465a0%22%7d

tel:+1%20619-614-6679,,466416357#%20

Southern Mono Healthcare District Board of Directors Meeting Agenda September 16, 2021

IV. CHIEF OF STAFF REPORT

V. ADJOURN TO CLOSED SESSIONCONFERENCE WITH LEGAL COUNSEL – PENDING AND THREATENED LITIGATION ExistingLitigation and Significant exposure to litigation pursuant to Government Code§54956.9.

1. Inyo County Local Agency Formation Commission (LAFCO) & Northern InyoHealthcare District v. Southern Mono Healthcare District, Sacramento Superior CourtCase No. 34-2020-80003498-CU-WMGDS.

CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code § 54956.8).

QUALITY ASSURANCE – (Health and Safety Code §32155) 1. Chief of Staff Report.2. CEO Report.3. CFO Report.4. CNO Report.5. CMO Report.6. CIO Report.

QUALITY ASSURANCE QUARTERLY SUMMARIES - (Health and Safety Code §32155) 1. Review of the quarterly Beta Report.2. Review of the quarterly Quality Report.

HEALTH CARE FACILTY TRADE SECRETS (Health and Safety Code §32106) 1. Mammoth Hospital/Mammoth Hospital Clinics

CREDENTIALING

Initial Appointment to Provisional Staff – Fellowship Andrew Haus, MD – Orthopedics

Re-Appointment to Active Staff Yuri Parisky, MD – Radiology

Re-Appointment to Courtesy Staff David Hackley, MD - Orthopedics

Re-Appointment to Affiliate Staff Janelle Clark, PSYD

Re-Appointment to Allied Health Jonathan Sales, PA

2


Procedural Sedation Privileges David Bassler, MD – Moderate & Deep Sedation Sierra Bourne, MD – Moderate & Deep Sedation Kyle Howell, MD – Moderate & Deep Sedation William Timbers, MD - Moderate & Deep Sedation

UC Davis Proxy - Initial Appointment to Telemedicine Sindhura Batchu, MD –Pediatric Gastroenterology Stephanie Crossen, MD – Pediatric Endocrinology Arthur De Lorimier, MD – Pediatric Gastroenterology Abigail Fruzza, MD – Pediatric Endocrinology Nicole Glasser, MD – Pediatric Endocrinology Kelly Haas, MD – Pediatric Gastroenterology Maheen Hassan, MD – Pediatric Gastroenterology Sunpreet Kaur, MD – Pediatric Gastroenterology Lindsey Lomba-Albrecht, MD – Pediatric Endocrinology Armaity Mody, MD – Pediatric Endocrinology Daphney Say, MD – Pediatric Gastroenterology Dennis Styne, MD – Pediatric Endocrinology Trinh Truong, MD – Pediatric Gastroenterology

Specialty Care Proxy – Initial Appointment to Telemedicine Mark Landau, MD – Neurology

Specialty Care Proxy – Re-appointment to Telemedicine Jeffrey Cohen, MD – Neurology Venkatesh Nagaraddi, MD – Neurology Ron Tintner, MD – Neurology

Direct Radiology Proxy – Initial Appointment to Telemedicine Michael Illovsky, MD – Radiology James Le, MD – Radiology Jack Newman, MD – Radiology

Direct Radiology Proxy – Re-appointment to Telemedicine Anthony Willis, MD - Radiology

PERSONNEL MATTERS (Government Code §54957) 1. Tom Parker, CEO.

VI. REPORT ON CLOSED SESSION

3


VII. PUBLIC COMMENTS

VIII. CONSENT AGENDA (Pages 7-34) (All matters on the consent agenda to be approved on one motion unless a Board Member requests separate action on a specific item)

1. Previous Minutes to be approved: August 19, 2021 Regular Board Meeting

2. Chief Financial Officer Report 3. Chief Nursing Officer Report 4. Chief Medical Officer Report 5. Chief Information Officer Report

IX. COMMITTEE REPORTS (Pages 35-43)

1. Finance Committee (August 16, 2021, Minutes Included. Met September 13, 2021. September 13 Minutes to be in October packet)

David Anderson, Joanne Hunt 2. Physician Compensation, Relations and Retention Committee

Laurey Carlson, Joanne Hunt 3. Employee Relations Committee (Next meeting October 18, 2021)

Yuri Parisky, M.D., Joanne Hunt 4. Quality Assurance Committee (September 8, 2021, Minutes Included)

Alec Clowes, Joanne Hunt 5. CEO Annual Review Committee (Next meeting November 1, 2021)

Laurey Carlson, David Anderson 6. IT Steering Committee (Next meeting October 13, 2021)

Alec Clowes, Yuri Parisky, M.D. 7. Facilities Committee (August 16, 2021, Minutes Included. Met September 15, 2021.

September 15 Minutes to be in October packet) Yuri Parisky, M.D., Laurey Carlson

8. Board Member Recruitment Committee Laurey Carlson, David Anderson

9. Ad Hoc, Special, or Other (as needed) Committees

X. CHIEF EXECUTIVE OFFICER’S REPORT (Pages 44-54)

XI. FINANCE REPORT (Pages 55-77) 1. August 2021 Finance Report.

XII. BOARD EDUCATION

Presentation of the Employee Health Program by Antonette Ciccarelli, Employee Health Coordinator.

4


XIII. OLD BUSINESS (Pages 78-148)

1. Approval of extending and amending the Employment Agreement for Thomas Parker,

Chief Executive Officer. 2. Review and Approval for Siemens Fluoro Modality.

XIV. NEW BUSINESS (Pages 149-165)

1. Quarterly Review and Approval of New and Revised Policies. 2. Quarterly Review and Approval of New and Revised Contracts. 3. Declaration of Surplus District Property, Equipment and Supplies.

XV. CREDENTIALING

Initial Appointment to Provisional Staff – Fellowship Andrew Haus, MD – Orthopedics Re-Appointment to Active Staff Yuri Parisky, MD – Radiology

Re-Appointment to Courtesy Staff David Hackley, MD - Orthopedics

Re-Appointment to Affiliate Staff Janelle Clark, PSYD

Re-Appointment to Allied Health Jonathan Sales, PA

Procedural Sedation Privileges David Bassler, MD – Moderate & Deep Sedation Sierra Bourne, MD – Moderate & Deep Sedation Kyle Howell, MD – Moderate & Deep Sedation William Timbers, MD - Moderate & Deep Sedation

UC Davis Proxy - Initial Appointment to Telemedicine Sindhura Batchu, MD –Pediatric Gastroenterology Stephanie Crossen, MD – Pediatric Endocrinology Arthur De Lorimier, MD – Pediatric Gastroenterology Abigail Fruzza, MD – Pediatric Endocrinology Nicole Glasser, MD – Pediatric Endocrinology Kelly Haas, MD – Pediatric Gastroenterology Maheen Hassan, MD – Pediatric Gastroenterology Sunpreet Kaur, MD – Pediatric Gastroenterology Lindsey Lomba-Albrecht, MD – Pediatric Endocrinology Armaity Mody, MD – Pediatric Endocrinology

5


Daphney Say, MD – Pediatric Gastroenterology Dennis Styne, MD – Pediatric Endocrinology Trinh Truong, MD – Pediatric Gastroenterology

Specialty Care Proxy – Initial Appointment to Telemedicine Mark Landau, MD – Neurology Specialty Care Proxy – Re-appointment to Telemedicine Jeffrey Cohen, MD – Neurology Venkatesh Nagaraddi, MD – Neurology Ron Tintner, MD – Neurology Direct Radiology Proxy – Initial Appointment to Telemedicine Michael Illovsky, MD – Radiology James Le, MD – Radiology Jack Newman, MD – Radiology Direct Radiology Proxy – Re-appointment to Telemedicine Anthony Willis, MD - Radiology

XVI. PUBLIC COMMENTS

XVII. FUTURE BUSINESS The next Regular meeting will take place on Thursday, October 21, 2021 at 8:00 a.m. in Conference Rooms A & B at Mammoth Hospital.

ADJOURN

6

CONSENT AGENDA

Southern Mono Healthcare District

Board Meeting

7





SOUTHERN MONO HEALTHCARE DISTRICT AUGUST 2021 MONTHLY BOARD MEETING MINUTES

Date: August 19, 2021 Place: Mammoth Hospital Administration Conference Rooms A & B and Teams 85 Sierra Park Road Mammoth Lakes, CA 93546 Attendance of Board Members: David Anderson, Chair; Laurey Carlson, Vice Chair; Joanne Hunt,

Treasurer; Alec Clowes, Member at Large, Yuri Parisky, M.D., Secretary.

Attendance of Staff Members: Tom Parker, Chief Executive Officer; Melanie Van Winkle, Chief

Financial Officer; Caitlin Crunk, Chief Nursing Officer; Craig Burrows, M.D., Chief Medical Officer; Mark Lind, Chief Information Officer; David Baumwohl, Legal Counsel; Caroline Britton, Recording Secretary.

I. CALL TO ORDER The meeting was called to order at 8:04 a.m.

II. PLEDGE ALLEGIANCE TO THE FLAG AND READING OF THE SMHD VISION, MISSION AND VALUES

The meeting opened with the Pledge of Allegiance to the Flag led by David Anderson and the reading of the SMHD Mission, Vision & Values was given by Alec Clowes.

III. PUBLIC COMMENTS There were no Public Comments.

IV. CHIEF OF STAFF REPORT There was no Chief of Staff report.

8


Southern Mono Healthcare District Board of Directors Meeting Minutes July 15, 2021

V. ADJOURN TO CLOSED SESSION

The Board adjourned to closed session at 8:06 a.m.

VI. REPORT ON CLOSED SESSION The Board reconvened to open session at 9:05 a.m.

CONFERENCE WITH LEGAL COUNSEL – PENDING AND THREATENED LITIGATION Existing Litigation and Significant exposure to litigation pursuant to Government Code §54956.9.

1. Inyo County Local Agency Formation Commission (LAFCO), Northern Inyo Healthcare District v. Southern Mono Healthcare District, Sacramento Superior Court Case Nos. 34-2015-80002247-CU-WM-GDS & 34-2020-80003498-CU-WM-GDS; 3rd District Court of Appeal Case Nos. C085138 & C086087.

David Baumwohl reported that Case #1 is now over and gave an update on Case #2 that there will be a hearing of this case on November 19, 2021 in Sacramento, CA. No action was taken.

CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Government Code § 54956.8). David Baumwohl reported there were no matters to discuss: no action was taken.

QUALITY ASSURANCE – (Health and Safety Code §32155) 1. Chief of Staff Report.

David Baumwohl reported that QUALITY ASSURANCE issues were not reported by or discussed with Richard Koehler, M.D., Chief of Staff. No action was taken.

2. CEO Report. David Baumwohl reported that QUALITY ASSURANCE issues were not reported by or discussed with Tom Parker, CEO. No action was taken.

3. CFO Report. David Baumwohl reported that QUALITY ASSURANCE issues were not reported by or discussed with Melanie Van Winkle, CFO; no action was taken.

9


4. CNO Report.

David Baumwohl reported that QUALITY ASSURANCE issues were not reported by or discussed with Caitlin Crunk, CNO; no action was taken.

5. CMO Report. 1. Echocardiograms Update (Documents: SBAR, Communications, Workflow)

David Baumwohl reported that QUALITY ASSURANCE issues were reported by and discussed with Craig Burrows, M.D., CMO. No action was taken.

6. CIO Report. David Baumwohl reported that QUALITY ASSURANCE issues were reported by and discussed with Mark Lind, CIO. No action was taken.

QUALITY ASSURANCE QUARTERLY SUMMARIES - (Health and Safety Code §32155)

David Baumwohl reported that there were no QUALITY ASSURANCE QUARTERLY SUMMARIES to review; no action was taken.

HEALTH CARE FACILTY TRADE SECRETS (Health and Safety Code §32106) 1. Mammoth Hospital/Mammoth Hospital Clinics

David Baumwohl reported that no HEALTH CARE FACILITY TRADE SECRETS were discussed, no action was taken.

CREDENTIALING Initial Appointment to Provisional/Courtesy Staff Rodrigo Rodriguez, Jr, MD – Neurology Re-Appointment to Active Staff Timothy Cragun, DO – Dermatology Kyle Howell, MD – Emergency Medicine William Timbers, MD – Emergency Medicine Christopher Ward, MD – Family Medicine Procedural Sedation Privileges Sarah Sindell, MD – Moderate Sedation

10


David Baumwohl reported the foregoing physician CREDENTIALING was discussed; no action was taken. Dave Anderson excused himself at 8:20 am for personal matters. He will return. Laurey Carlson took over the duties of chair until Mr. Anderson’s return.

PERSONNEL MATTERS (Government Code §54957) 1. Review of the Annual Workers Compensation Personnel Claims Report.

Tom Parker gave a report on Workers Compensation Claims in the 2020 period. No action was taken..

2. Tom Parker, CEO. Staff and legal counsel left the Board meeting at 8:30 a.m. Tom Parker, CEO, remained in the meeting. David Anderson reported a discussion took place with Tom Parker, CEO; no action was taken. Closed Session Adjourned at 9:07 a.m. Staff and legal counsel returned to the Board meeting at 9:20 a.m.

VII. PUBLIC COMMENTS There were no additional Public Comments. Dave Anderson was not present, but the meeting continued as there was a quorum.

VIII. CONSENT AGENDA (All matters on the consent agenda to be approved on one motion unless a Board Member requests separate action on a specific item)

1. Previous Minutes to be approved: July 15, 2021 Regular Board Meeting

2. Chief Financial Officer Report 3. Chief Nursing Officer Report 4. Chief Medical Officer Report 5. Chief Information Officer Report

11


Alec Clowes moved, seconded by Laurey Carlson, to approve all items on the consent agenda as presented in the packet. Chair Anderson asked for comments; there were some questions from the Board. A roll call vote was taken, the motion passed unanimously. David Anderson, Not Present; Laurey Carlson, Yes; Yuri Parisky, M.D., Yes; Joanne Hunt, Yes; Yes; Alec Clowes, Yes. Yes, 4; No, 0.

IX. COMMITTEE REPORTS

1. Finance Committee (met August 16, 2021) David Anderson, Joanne Hunt

There was a Finance Committee meeting this month; details were covered in the finance presentation. Minutes will be included in the September Board packet.

2. Physician Compensation, Relations and Retention Committee Laurey Carlson, Joanne Hunt

There was no Physician Compensation meeting; no report.

3. Employee Relations Committee Yuri Parisky, M.D., Joanne Hunt

There was no Employee Relations Committee meeting; no report.

4. Quality Assurance Committee Alec Clowes, Joanne Hunt

There was no Quality Assurance Committee meeting held this month, no report.

5. CEO Annual Review Committee Laurey Carlson, David Anderson

There was no CEO Annual Review Committee meeting; no report.

6. IT Steering Committee

Alec Clowes, Yuri Parisky, M.D. There was no IT Steering Committee meeting held this month, no report.

7. Facilities Committee (met Special Meeting August 16, 2021) Yuri Parisky, M.D., Laurey Carlson

12


There was a Special Facilities Committee meeting this month. Minutes will be included in the September Board packet.

8. Board Member Recruitment Committee Laurey Carlson, David Anderson

There was no Board Member Recruitment Committee meeting; no report.

9. Ad Hoc, Special, or Other (as needed) Committees There were no ad hoc, special or other committee meetings this month; no reports.

X. CHIEF EXECUTIVE OFFICER’S REPORT Tom Parker, CEO, reviewed the following highlights from his report:

1. Tom Parker noted that in a future meeting we will address Community Health Assessment needs.

2. Tom Parker addressed the current CDPH requirements in respect to Employees and Visitors and COVID. Tom noted that a revised policy on both will be released on Friday, August 20.

3. Tom Parker reported on the North Wing Project and that we are very close to having a schematic design. This will be shared with our staff and community in a number of different facets including with an open house.

4. The 18th Annual Brian Venneman Memorial Cancer Outreach Golf Tournament will be on Friday, August 27. The event is full. Tom Parker recognized the staff and volunteers who are key in making this great event happen.

5. Tom Parker reviewed the Shout Outs with the group and mentioned that each person receives a note and gift card and is entered into the consideration for the quarterly Summit Award.

David Anderson to the meeting at 9:37 and resumed the duties of chair.

XI. FINANCE REPORT

1. July 2021 Finance Report. Melanie Van Winkle, CFO, reviewed and presented the Financial Statements, included in the packet via PowerPoint presentation. Ms. Van Winkle reported the July Net Gain was $791,000, which resulted in a favorable budget variance of $235,000. Days of cash-on-hand were at 533 at the end of July. Melanie Van Winkle, CFO noted that the FY2021 year-end financial performance represents the most favorable net gain in history (pre-audit).

13


Yuri Parisky, M.D. thanked the finance team staff for their daily work on the patient volume dashboard

XII. BOARD EDUCATION

Presentation of the Family Medicine Program by Connor Polcyn, Family Medicine Manager.

Connor Polcyn, Family Medicine Manager, gave an overview of Family Medicine. There were some questions from the Board. No action needed. Discussion included: Alec Clowes asked about utilizing other technology (text, etc.) to allow patients to confirm/change their appointments which might help to reduce no-shows to appointments. Alec Clowes wanted to address what services we are not providing as Family Medicine and how we can start to meet those demands going forward. Yuri Parisky, M.D. brought up that many patients in the ED could be seen in Family Medicine. Connor Polcyn noted that Population Health team actively monitors ER discharges.

XIII. OLD BUSINESS

1. Approval of extending and amending the Employment Agreement for Thomas Parker, Chief Executive Officer.

This was tabled to the September Board Meeting.

2. Review of the FY 2021 Annual Reimbursement and Disclosure.

Melanie Van Winkle, CFO presented the report.

XIV. NEW BUSINESS

1. Resolution 21-03; Acceptance by SMHD of Town of Mammoth Lakes conveyance of McFlex parcels to annex to SMHD McFlex parcel.

Mark Lind presented the background of the McFlex parcel and the reasoning why Mammoth Hospital participated in the acquisition.

14


Yuri Parisky, M.D. moved, seconded by Joanne Hunt to approve the Acceptance by SMHD of Town of Mammoth Lakes conveyance of McFlex parcels to annex to SMHD McFlex parcel. A roll call vote was taken, the motion passed unanimously. David Anderson, Yes; Laurey Carlson, Yes; Joanne Hunt, Yes; Yuri Parisky, M.D., Yes; Yes; Alec Clowes, Yes. Yes, 5; No, 0.

2. Approval of the Clinic ADA Driveway Project Mark Lind presented the Clinic ADA Driveway Project. Primary benefits include safer access for our ADA patients. Alec Clowes moved, seconded by Laurey Carlson to approve the Clinic ADA Driveway Project. A roll call vote was taken, the motion passed unanimously. David Anderson, Yes; Laurey Carlson, Yes; Joanne Hunt, Yes; Yuri Parisky, M.D., Yes; Yes; Alec Clowes, Yes. Yes, 5; No, 0.

3. Approval of the Fluoroscopy Modality Replacement: Turn Key proposal by Siemens

Mark Lind presented the Fluoroscopy Modality Replacement. The current machine needs replacement. Noted this purchase is exempt from the public bidding process as it is medical equipment. Alec Clowes moved, seconded by Laurey Carlson to approve the Fluoroscopy Modality Replacement project. A roll call vote was taken, the motion passed unanimously. David Anderson, Yes; Laurey Carlson, Yes; Joanne Hunt, Yes; Yuri Parisky, M.D., Yes; Yes; Alec Clowes, Yes. Yes, 5; No, 0.

4. Review and Approval of professional services agreement between Southern Mono Healthcare District and Austin Williams for the provision of Dental Professional Services.

Laurey Carlson moved, seconded by Alec Clowes to approve the professional services agreement between the Southern Mono Healthcare District and Austin Williams for the provision of Dental Professional Services. A roll call vote was taken, the motion passed unanimously. David Anderson, Yes; Laurey Carlson, Yes; Joanne Hunt, Yes; Yuri Parisky, M.D., Yes; Yes; Alec Clowes, Yes. Yes, 5; No, 0.

5. Review and Approval of professional services agreement between Southern Mono Healthcare District and Timothy Cragun, D.O., for the provision of Dermatology Professional Services.

15


Joanne Hunt moved, seconded by Alec Clowes to approve the professional services agreement between the Southern Mono Healthcare District and Timothy Cragun, D.O. for the provision of Dermatology Professional Services. A roll call vote was taken, the motion passed unanimously. David Anderson, Yes; Laurey Carlson, Yes; Joanne Hunt, Yes; Yuri Parisky, M.D., Yes; Yes; Alec Clowes, Yes. Yes, 5; No, 0.

6. Review and Approval of professional services agreement between Southern Mono Healthcare District and Marc Kayem, M.D., for the provision of Otolayrngology Professional Services.

Alec Clowes moved, seconded by Laurey Carlson to approve the professional services agreement between the Southern Mono Healthcare District and Marc Kayem, M.D., for the provision of Otolayrngology Professional Services. A roll call vote was taken, the motion passed unanimously. David Anderson, Yes; Laurey Carlson, Yes; Joanne Hunt, Yes; Yuri Parisky, M.D., Yes; Yes; Alec Clowes, Yes. Yes, 5; No, 0.

7. Declaration of Surplus District Property, Equipment and Supplies. None On the agenda.

XV. CREDENTIALING

Initial Appointment to Provisional/Courtesy Staff Rodrigo Rodriguez, Jr, MD – Neurology Re-Appointment to Active Staff Timothy Cragun, DO – Dermatology Kyle Howell, MD – Emergency Medicine William Timbers, MD – Emergency Medicine Christopher Ward, MD – Family Medicine Procedural Sedation Privileges Sarah Sindell, MD – Moderate Sedation

Laurey Carlson moved, seconded by Alec Clowes, to approve the appointments as listed above. A roll call vote was taken, the motion passed unanimously. David Anderson, Yes; Laurey Carlson, Yes; Yuri Parisky, M.D., Joanne Hunt, Yes; Yes; Alec Clowes, Yes. Yes, 5; No, 0.

XVI. PUBLIC COMMENTS There were no additional public comments.

XVII. FUTURE BUSINESS

16


The next Regular meeting will take place on Thursday, September 16, 2021, at 8:00 a.m. via teleconferencing and Teams. The board and staff agreed that the meetings will continue to take place via Teams until the indoor masking mandate is lifted.

ADJOURN

There being no further business, the meeting was adjourned at 10:40 a.m.

17


________________________________________________________________________________________________________

Mammoth Hospital P.O. Box 660 | 85 Sierra Park Road | Mammoth Lakes, CA 93546 | 760.924.4114 | Fax 760.924.4104

www.mammothhospital.com


DATE: September 16, 2021 TO: Board of Directors FROM: Melanie Van Winkle, CFO RE: CFO Report, Regular Meeting of the Board of Directors

Strategic Updates

Title Description Update

Financial Viability:

Overall meet Budget

• FY22 Net Margin is budgeted at 7%.

• FY22 Cash Flow is budgeted to end at 461 days cash on hand.

• YTD Net Margin at August 2021 is $1.5 million & 10.7%.

• Days cash on hand at August 31, 2021 was 540 or $113.1 million ($30.2M operating funds, $17.4 M COVID loan funds, and $65.5 M building project fund).

Involvement in state and national rural health issues

Continue involvement in:

• ACO for Medicare members.

• QIP for Medi-Cal members.

• We are waiting for the ACO results for CY2020 – the unofficial word is we had great results, we should have final results to report in October.

• The QIP program started on January 1, 2021 and will run for 5 years. In June we attested to report results on 12 quality metrics per year. If we can meet the 12 quality goals each year, we expect to receive about $3 million in supplemental funds.

• Population Health has identified 17-18 metrics that will be tracked and worked on in the clinics with the expectation we will be able to reach goal for 12 metrics and receive the full funding.

18


Mammoth Hospital Report to the Board of Directors CFO Report September 16, 2021

Select Operational Updates August 2021 Financial Results: August was another good month of strong revenues and expenses less than what we budgeted. Thus, for the first two months of our new fiscal year we have a net gain of $1.5 million or 10.7% margin.

• District Hospital Leader Forum (DHLF) for district hospital funding opportunities.

• Kate Britton, of Population Health has attended provider meetings to go over the metrics for each of the clinics and is working on regular reporting of results.

• Slavka and I are participating in weekly calls with the CFOs to ensure we attain all COVID19 Emergency Funds as possible and other topics impacting finances.

Professional Service Agreements - Analysis

For all renewed physician contracts – analyze recent results, compare compensation to AMGA/MGMA survey data and convert to wRVU production model

• There are 10 physician contracts whose term expires in FY22.

• In July – 3 contract renewals were analyzed and converted to wRVU (Clark, Cragun, Kayem).

• Currently working on ED physician contract and hope to complete no later than October.

Growth & Capacity:

North Wing project Develop financing strategy for North Wing project

• Slavka & I are having weekly meetings with Kaufman Hall to 1) develop a financial forecast, and 2) obtain education on all the financing strategies

• Caroline Britton & I have met with 3 political consultants and received proposals for their services to 1) determine community support level for funding the project and 2) develop strategies to successfully obtain voter support for funding, if appropriate

Staff Retention:

Senior Leaders to prioritize middle manager work

• I have conducted 3 “stay interviews” with my managers – with 1 scheduled in September

• I meet at least monthly with Finance Mgrs to evaluate workload and assist in removing barriers

19


Financial Audit FY21 – Eide Bally, Financial auditors, performed the bulk of their audit work in August. We are providing supporting documents for outstanding items and developing the audit report. We are targeting the October or November Board meeting to present the audit. Patient Accounts Receivable:

The gross charges were high at $13.7 million for August. Billed revenue was also high at $17 million. Patient account collections was $7.8M, a solid collection month. AR balance decreased slightly to $28.5M due to the higher revenues. The gross AR days decreased to 64.93. The AR > 120 days aged decreased $553 thousand.

Gross charges generated 12,033,202$ 16,066,790$ 14,065,768$ 12,383,449$ 13,215,662$ 13,779,211$ 13,742,812$

Discharged Not Final Billed 3,792,185$ 5,389,578$ 4,280,869$ 4,403,225$ 5,118,418 4,850,100 5,335,854

DNFB Days 9.9 11.24 8.58 9.58 11.86 11.21 12.14

Revenue billed $14,856,894 19,471,792$ 18,786,121$ 14,215,288$ 15,733,876$ 17,066,763$ 16,971,337$

Clean Claims % 71.5% 69.8% 69.4% 69.5% 71.5% 71.4% 72.7%

Pt Acct Collections 5,689,902$ 8,681,252$ 8,283,385$ 7,436,588$ 7,981,246$ 7,133,249$ 7,856,807$

AR balance 23,731,156$ 29,875,173$ 29,735,424$ 28,617,617$ 27,495,204$ 28,906,967$ 28,544,190$

Gross AR days 62.18 62.30 59.60 62.28 63.71 66.82 64.93

AR > 120 days 23.1% 17.5% 18.2% 18.1% 19.8% 22.6% 20.9%

AR $$ > 120 days 5,487,955$ 5,232,838$ 5,428,308$ 5,182,796$ 5,457,889$ 6,532,083$ 5,978,728$

July 21 Aug 21June 21May 21Apr 21Mar 21Aug 20

20


CARES Act Provider Relief Funds: Below is the latest summary of funds received from U.S. Department of Health & Human Services and other sources. We received official notice that the Small Business Administration paid off our PPP loan for $5.2 million on 8/19/21. We will recognize this forgiveness later in the year. Medicare continues to recoup the Advance and ~$773K has been recouped by end of August. The first Provider Relief Funding reporting is due on 9/30/21 for the CARES funds received totaling $7.1 million. I am verifying the data pulled, but it appears we will be able to keep the entire $7.1 million due to the lost revenue and COVID expenditures we incurred. On 9/10/21 the U.S. Department of Health & Human Services (HHS) announced the release of another $25.5 billion dollars in COVID relief funds that were already earmarked for healthcare facilities. HHS will open a portal on 9/29/21 for hospitals to apply for these funds based on lost revenues and/or COVID expenditures. Based on the reporting requirements for the first 3 phases which I have been working on, it appears we may be entitled to some of these funds.

Date Rec'd Description Orig Funds Curr Bal Notes

4/10/2020 CARES Stimulus to Hospitals - part 1 676,908$ 676,908$

4/17/2020 Medicare Advance 5,699,739$ 4,926,556$ $773K repaid (so far)- payback during FY22

4/24/2020 CARES Stimulus to Hospitals - part 2 920,299$ 920,299$

5/6/2020 CARES Stimulus to Rural 4,592,811$ 4,592,811$

5/6/2020 SBA - PPP forgivable loan 5,265,405$ 5,265,405$ SBA forgave loan on 8/19/21

5/20/2020 CARES - RHC COVID testing 49,461$ -$ Took to income in FY21

6/19/2020 CARES - Stimulus Gen Distrib 3,700$ 3,700$

12/16/2020 CARES Stimulus Phase 3 916,407$ 916,407$

4/29/2021 Insurance recovery 39,216$ -$ Took to income in FY21

6/10/2021 RHC COVID testing & mitigation prog 100,000$ 100,000$

Total all funds received 18,263,946$ 17,402,086$

21





DATE: September 16th, 2021 TO: Board of Directors FROM: Caitlin Crunk RN BSN CNO RE: CNO Report, Annual & Regular Meeting of the Board of Directors

Strategic Plan Updates

Title Description Update Continue to work on process improvement and Just Culture

Completion of next level training for all managers.

• Just culture continuing to be used throughout organization.

Engage providers in process improvement

Inclusion of providers in Process improvements.

• We continue to include providers in a variety of workgroups and committees.

Develop quality dashboard with metrics for every department within the organization

Implement quality metric measures in every department.

• Quality has begun working with each department to establish a measurable metric.

Increase awareness of customer issues

Press Ganey scores (use same goal as Success Sharing).

• Lenna is working with the clinics to implement the best patient satisfaction survey for the ambulatory setting.

Staff Population Health department to meet growth in measures and functions

Continue to grow and staff Population Health to ensure it is fully functioning while making sure quality measures are being obtained.

• Elevate has been operating online and through the MindBody application. Looking to expand classes and groups.

Improve analytical tools for Population Health

Implement i2i software system.

• i2i software has been implemented and looking to complete the integration with the current EMR.

22


Mammoth Hospital Report to the Board of Directors CNO Report September 16, 2021

Select Operational Updates People

• Ashley Trafecanty has accepted the Med/Surg/ICU Nurse Supervisor position and will be starting October 1st.

• Allison Miller has accepted the role of Emergency Department Manager preceding Lori Baitx’s upcoming retirement.

• We are gravely understaffed in the kitchen and have had a challenging time with recruitment. We have closed the kitchen for employee meals during dinner for the foreseeable future. We are currently offering referral and sign-on bonuses to help fill these open positions.

Quality and Safety

• The OR excellence workgroup has moved to monthly with a focus on consents and on-time starts.

• The Emergency department and inpatient units once again have been recipients of the Guardians of Excellence award. This is a prestigious award given by Press Ganey for sustained outstanding patient satisfaction scores. A public announcement is expected in November.

• We have implemented two new guidelines sent out by CDPH regarding Covid-19. One is regarding our patient visitor policy in the inpatient setting. All visitors must show proof of vaccination or a negative Covid-19 test within 72 hours. If the individual is unable to provide the test, the facility will offer a rapid point of care test for the visitor. There are limited exceptions. The second policy is regarding vaccination of all healthcare workers. All employees including vendors, volunteers and students must show proof of vaccination. If the employee is exempt for health or religious reasons, the employee must test twice weekly.

Education

• Britt Cogan has begun training PACU and OR nurses on the Iovera procedure. This is a procedure performed prior to surgery to help with pain control. We will be transitioning

Develop wellness strategy and program to reach out to meet community health and wellness needs

Implement a program that is all inclusive of classes offered by the organization. Increase and grow the program as identified by Population Health.

• Elevate has been operating online and through the MindBody application. Looking to expand classes and groups. https://www.elevatemammoth.com/

23

Mammoth Hospital Report to the Board of Directors CNO Report September 16, 2021

this procedure from mid-levels to nursing staff. A policy and procedure were created with help from Jean Rea to ensure competency of all individuals receiving training.

• Hospital wide nursing education and skills days begin on September 22nd and S.T.A.B.L.E. begins on September 21st.

24





DATE: September 16, 2021 TO: Board of Directors FROM: Craig Burrows, MD RE: CMO Report, Regular Meeting of the Board of Directors Strategic Plan Updates: Provide the Medical Services locally that are most needed by the community.

Title Description Update Grow Surgical Services OR room 3. Expected to go live fall of 2021

pending state licensing. Behavioral Health Expansion of services. Currently with 4 BH providers.

New model in process for seeing patients with more availability for acute care visits. Recruiting for a 5th provider. Also interviewed a psychiatry candidate this month, Dr. Dustin Stephens.

Neurology Need this service in Mono County.

Dr. Rodriguez to start in October 2021.

Rheumatology Continuation of this service line.

Dr. Michelle Newkirk started in August 2021.

MAT clinic Treatment for patients with opioid abuse.

MAT clinic Is now up and running. It is anticipated suboxone will be used in the future for chronic pain patients as well.

Cardiology Desire to increase local services.

Signed contract with Carson-Tahoe. Dr. Ho had is 1st clinic 09/08/2021. Dr. Baker will have his 1st clinic on 09/20/2021. They are already reading echos

Pop Health Integrated care with primary care to meet performance

Sandra Pearce, RN, is doing CCM. Clare White, NP, works in

25


Mammoth Hospital Report to the Board of Directors CMO Report September 16, 2021

COVID-19 update: Volumes in the clinics continue to normalize except for pediatrics, which of note saw a return to more normal volumes in the month of August with a 27.7% increase in volume over the previous month. The ED has also been extremely busy as of late as was to be expected. The OR continues to be very busy. Patients who have been vaccinated for COVID-19 currently do not require pre-procedural testing, but this is being reconsidered given the high transmission rate of the Delta Variant. CDPH recently came out with new mandates for vaccination and visitation. Mammoth Hospital policies have been adjusted accordingly. Regarding vaccination, all hospital workers will be required to have completed their vaccination series by September 30, 2021. The only reasons not to be vaccinated will be medical or religious exemptions. As of this writing, the vaccination rate for all hospital workers is 90%. The vaccination rate for the medical staff is 100%. Regarding visitation, we have modified our current visitation policy to reflect the need for either proof of vaccination or both negative screening and testing for COVID-19 within 72 hours of vaccination. COVID-19 in the community As of September 9, 2021, there are now 1,418 confirmed cases of COVID-19 in the community. The positivity rate in the last seven days is 3.8%, and the case rate is 18.4/100K(per data reported on COVID-19.CA.gov). The goal case rate is < 6.9/100K. As a result of this high case rate, masking is currently mandated by Mono County Public Health in any public indoor area for all people regardless of vaccination status. The hospital continues to be able to treat all patients without crisis standards of care, test all people with COVID-19 symptoms, and conduct active monitoring of confirmed cases and their contacts. At present in the state of California, hospital cases are increasing, and ICU bed availability is relatively unchanged from August 2021 but is still down significantly from July

measures, manage chronic conditions, improve health of community.

Pop Health, MAT, and potentially clinic.

Dental Increase capacity to see patients.

Remodel of the dental clinic to go from two to six chairs. Austin Williams has signed on to be a full time dentist here and should start in early 2022.

26

Mammoth Hospital Report to the Board of Directors CMO Report September 16, 2021 2021 (1696 vs. 4008 respectively). The CDC has updated its recommendations on masking, stating at masks are required regardless of vaccination status in all public indoor settings. COVID-19 patients continue to be managed in Med/Surg room 6, which is a negative pressure room. For those patients requiring Vapotherm, we now have capability to deliver this level of oxygen in any room in the hospital, not just the rooms with medical air. The hospital remains in its normal configuration, with all COVID-19 barriers having been taken down. The delta variant remains the most prevalent strain in California and the United States. Of even more concern is 98% of hospitalizations and 99% of deaths attributed to COVID-19 infections are in people who are not vaccinated. Vaccines are now available both in the clinics and through public health. Vaccinated patients who become infected and hospitalized are being tested for the known variants. Medical Staff The opioid epidemic: With the completion of the Specialty Clinic and the easing of restrictions under which clinic patients may be seen, the Bridge Clinic is seeing patients. The hospital has X-waivered providers in place, as well as behavioral health staff and a substance use navigator. Our new NP in population health is staffing this clinic. Multidisciplinary Peer Review Committee: This committee meets on a quarterly basis, with the last meeting held on August 13, 2021. The next meeting will be October 8, 2021, followed by another meeting on November 12, 2021. meetings are now every 2 months. Committee members serve a 2-year term, and then rotate off, this allowing all members of the medical staff to participate in this process. Medical Staff Bylaws rewrite: What follows is the timeline for the Medical Staff Bylaws revision and approval: January 2021 – medical bylaws revision completed by the bylaws committee consisting of Craig Burrows, MD, CMO, Rich Koehler, MD, COS, Tim Crall, MD, former COS, Pete Clark, MD, Lindsey Sarullo, JD, compliance officer, and Susan Craig, Medical Staff Coordinator. September 15, 2021 – Outside 3rd party legal review completed by Cindy Rodriguez of Nossaman, LLP, an attorney with substantial experience with Medical Staff Bylaws. On or before October 1, 2021 – SMHD Board of Directors will be sent the 3rd party redline version of the bylaws showing all substantive changes that are being recommended for approval by Rich Koehler, MD, COS for the 45 day period to provide feedback pursuant to the process for amendments as provided in the Medical Staff Bylaws.

27

Mammoth Hospital Report to the Board of Directors CMO Report September 16, 2021 November 16, 2021 – The requisite notice for a special meeting as required under the medical staff bylaws will be sent out to all medical staff to inform them that a meeting will be held on approximately November 27, 2021 for the initial presentation of the redline version of the bylaws showing all substantive changes being proposed, plus any board input received within the 45 day period. This special meeting will be held remotely via Teams. December 1, 2021 – The bylaws as revised will be submitted formal vote will take place at the general medical staff meeting to obtain medical staff approval of the proposed revisions. December 16, 20021 – the medical staff bylaws will be submitted to the Mammoth Hospital Board of Directors for final ratification, which shall not be unreasonably withheld, pursuant to the bylaws. Fines for chart delinquencies: This process remains in place to fine medical staff members for delinquencies in chart documentation which exceed 14 days from the date of discharge from a given encounter. This has led to a dramatic reduction in the number of charts where charting is incomplete. Cerner: We continue to work on incorporating better discharge instructions for patients seen in the ED, PACU/OR, and Med/Surg: Every patient, every encounter, every time. These instructions better outline the following:

• Why was I seen/what did I have done? • What do I do next? • What medications will I be taking (new, unchanged, cancelled)? • When is my follow up appointment? • What else do I need to know (education)? • Who do I call with questions?

The better armed with information patients are, the more chance for their success, the less chance for failure, and the lower likelihood of patient dissatisfaction. OR Services: Work continues in the area of optimizing excellence in the OR with respect to minimizing delays between cases. It is anticipated that the addition of a third OR will help in this endeavor. The third OR is anticipated to be online later in 2021, hopefully this fall. In the meantime, the OR staff is actively engaged in three different areas—Sterile Processing, first case start time, and better estimation of each case time (prep, surgery time, close, room clean). Issues with standardization of sterile processing have been improved dramatically, and this continues to be an area of close monitoring. Physician Recruitment Anesthesia: Coverage currently consists of Dr. Jon Bourne, Dr. Nat Parker, Dr. Larry Silver, and Dr. Eric Bourne, and Dr. Caroline Saba. The group has a plan in place to staff our expanding OR services and is currently looking to bring on an additional anesthesiologist to help provide

28

Mammoth Hospital Report to the Board of Directors CMO Report September 16, 2021 coverage. A potential candidate will be providing coverage for one week both in October and November of this year. Rheumatology: Dr. Michelle Newkirk began to provide services in August 2021. Dermatology: Dr. Mike Bryan joined Dr. Tim Cragun in November 2020 but will unfortunately be leaving due to personal reasons. Dr. Cragun will be expanding his services here and is also hoping to bring on another dermatologist, Dr. Chad Cragun, to further increase availability. Cardiology: Drs. Baker and Ho from Carson-Tahoe Cardiology will have begun providing clinic services in September 2021. They have already been reading echocardiogram studies. Dr. Lew will be providing clinic services until December 2021. Neurology: Dr. Rodrigo Rodriguez will likely begin in October 2021. Physical Therapy: Because of COVID, we needed to create more exam room space. As a result, Conference Room C has been converted to therapy space to allow for more patients to be seen and maintain social distancing. Additional PTs have been hired as well to meet the ever-growing demand. Behavioral Health: Due to growing demand, the emphasis is on integrating behavioral health with the primary care areas, namely Family Medicine and Pediatrics. More integrated visits are now being offered in favor of the traditional visits to create more patient access. In addition, we are now recruiting for a 5th BH provider. Earlier this month, we conducted a video interview with a psychiatrist, Dr. Dustin Stephens. The next step in that process is to bring him in for an in-person interview. He has ties to the area and could greatly enhance our ability to provide mental health services to the community. Dentistry: An offer was recently made to Austin Williams, and he has accepted. This will give us our first full time local dentist, which should allow for expansion of dental services to service our community more adequately. We anticipate Dr. Williams will begin to see patients in January 2021. Emergency Department: The Emergency Room physicians recently brought on Dr. B. K. Vargas to work 10-12 nights per month and will be adding Dr. Cyrus Haselman later this fall to also provide nighttime coverage. Respectfully submitted, Craig Burrows, MD Chief Medical Officer

29





DATE: September 16, 2021 TO: Board of Directors FROM: Mark Lind, CIO RE: CIO Report; Regular Meeting of the Board of Directors

Strategic Plan Updates

Title Description Update Strategy: Build a new hospital wing to replace Building A

Replace the A Building with a new wing to meet our current standard or care, capacity, and technology requirements. Building is at end of useful life as well (built in 1979) and is not compliant with California seismic coding requirements (SB 1953).

The Schematic Design process is now at the milestone of 50% completion. Preliminary concept drawings and a design narrative detailing structural, mechanical, and electrical considerations are now in review by the steering committees. Leadership is working to engage community, local regulatory, physician, board of directors and other groups for feedback. The next phase is the Design Development phase which starts in September and runs through March 2022. Complete project, all phases, due in 2028.

Remodel the clinic building to expand Family Medicine, Dental and the Laboratory

The Dental and Family Medicine clinics spaces are not meeting current patient volume and provider demands. Further, both clinics require redesign of the working spaces to better optimize staff and provider workflow.

The Dental and Laboratory remodel design phase is complete. Designs and documentation submitted to the regulatory bodies. Public bidding continues to be delayed pending regulatory approval.

30


Mammoth Hospital Report to the Board of Directors CIO Report September 16, 2021

The Laboratory has outgrown the existing space given the greatly increased size of automated instruments. Additionally, we require specially designed rooms for our Microbiology and Pathology testing. The Family Medicine Clinic does not have adequate exam room and common workspace to accommodate our current patient volume. In addition, the provider and nursing workspaces are not situated well, leading to inefficiencies in clinic workflow. The redesign will incorporate the old Women’s clinic space to create double the existing exam rooms for Family Medicine and Behavioral Health services. The Clinic Driveway requires redesign to meet the ADA requirements for parking and to enhance patient safety. Handicapped parking spaces to be moved adjacent to building as well as a sidewalk added to improve safety for patients accessing the building.

The Laboratory remodel will follow the completion of the Dental remodel. Both projects are pending regulatory approval and public bid process. Contracting for design of the remodel has been completed and will be submitted to the Facilities Steering and Board for review and approval in September. This past month we received a public bid for the project, and it was formally accepted. The contract for the construction has been completed and is with senior leadership for approval. The project was approved by the Facilities Steering Committee and the Board. Construction likely several months out due to scheduling constraints. Working to have complete before heavy weather starts this winter.

31


Select Operational Updates Biomedical Engineering: The biomed team had a very busy August, with preventative maintenance (PM) work focusing on our very equipment-heavy Surgery and PACU departments. 120 discrete PM work orders for non-life support equipment were scheduled and completed. 10 life support PM work orders were completed. The new equipment for the soon to be live, Operating Room 3, was checked-in, safety checks performed, and calibrations validated. James Connolly, Biomedical Lead, discovered a few issues with our surgical boom systems for the new OR that the vendor is coming back to fix. The team is also involved in our product selection for new defibrillators. James attended both the Zoll and Stricker defibrillator demos. Both solutions work very well so the decision will be challenging. Our current vendor Philips no longer supports our MRX units and is years away from having a replacement, which is driving this market survey. The existing MRX units can be supported through third party parts vendors, so we are able to keep everything up and running. The plan is to select a new solution and vendor and get it in next year’s capital plan. Facilities, Safety and EVS:

This past month was a busy one with Facilities projects for our North Wing Project, clinic remodel projects, and other smaller construction projects. The various North Wing department and functional teams wrapped up much the initial work on the building functional requirements and the design team has presented a preliminary concept package, including design considerations to the steering committee and department committees for review and comment. Local regulatory agencies are being engaged for considerations relative to utilities, parking requirements, and local aesthetic design considerations. The Steering Committee is working with the Architect to arrange further design review sessions with our PFAC (Patient Family Advisory Council) and our Medical Executive Committee (MEC). The Board will also be involved in the concept design review process in the near term. The goal is to wrap up the Schematic Design Process in October and move into the actual design process. The Steering Committee is attempting to engage all possible stakeholders in this process.

Beyond the core Schematic Design process, we have successfully signed agreements with our Geotechnical (Geologic and Civil Engineering), Cost Consulting, and other consultants involved in the financial planning process. We begin soil drilling efforts the week of September 6th, with a drilling rig on site drilling at six key locations around the campus. This work heavily influences the structural design of the new building so that it meets local geologic conditions. The Cost Consultant is also now working towards an early October first estimate of the total building project. This is a critical bit of information that will guide our financing efforts.

32


On the clinic remodeling projects, the contract and regulatory approvals have been completed for the Family Medicine Sick Clinic and the ADA Road Alignment project. Both projects are being scheduled at present and should be underway by late in September. Work is wrapping up on the new clinic manager’s office in the front of the Pediatric Clinic making a location for our managers so that once we start the demo of the Old Specialty Clinic, they have a location for their offices. Finally, we have finalized the contract for the Family Medicine Remodel project and will bring that to our Facilities Steering Committee for review prior to presentation to the board for approval. The Family Medicine Remodel project proposes to reconfigure the front and back staff and provider offices to better optimize the layout, it also incorporates the old Women’s Clinic space into the design, doubling the exam room count and greatly increasing the potential clinic volume for patients. The Remodel also brings the space up to current code, enhancing restroom, medication room, point of care testing space and other key functions.

Information Technology:

The Interlace Health e-forms (electronic forms) and forms automation project is moving forward with pilot deployments in Family Medicine and the Dental Clinic. This solution provides electronic forms with full integration back to Cerner for our clinics and hospital departments. We had a bit of a delay with interface design resource availability from Cerner, but that has now been completed. This project promises to eliminate a lot of printed paper we now produce for forms, which must be subsequent scanned back into our systems. With the e-form approach, the patient can sign off on the documents on an iPad, greatly improving the efficiency of the process. Once we have worked out any issues in Family Medicine and Dental, the solution will roll out to the remainder of the organization over several months.

The team also officially went live with our Mitel Alerting solution this past month. This provides a much better alerting system for our organization, replacing overhead pages for code alerts, fire alarms, and other critical staff messages. The new solution allows key staff to send a message to select or all staff members through banners on their computers and on their VOIP phones. The alerts contain details of the specific message so staff can be informed. The old overhead paging system was often not heard clearly in noisy environments or in certain locations.

On the telecom side of the house, our team is working with Frontier Communications to upgrade our phone lines at both the Bishop Clinic and the Main Campus in Mammoth. We are upgrading the lines from copper to fiber optic PRI lines. This increases the capacity of the circuits while reducing the monthly cost by about 30%. Fiber is also resistant to water intrusion

33


in the underground vaults that tend to cause problems in Mammoth particularly due to our heaving snow melts. This project will be completed in September.

There has been some delay in setting up our new redundant internet circuits for the Mammoth campus due to telecom scheduling. We will have the ENA subcontractor onsite the week of September 6th for a site review. Once that is complete the delivery of the new circuits can be scheduled. As a note, this will provide two discrete telecom paths out of our area to enhance redundancy of our critical internet circuit used to heavily for our many cloud-based software applications.

Laboratory:

Jaime Sallee is working with the Emergency Department on a new point of care meter (POC), called an EPOC meter. This allows clinical staff to obtain immediate blood chemistry numbers for patients, speeding diagnosis and treatment. A training plan is being developed for our ED nursing staff at present.

The Laboratory is also working on a major upgrade to our Accucheck blood glucose meters, used throughout the clinics and inpatient departments. The solution we have is dated and not easy to track and manage. A new solution from Novasure is under consideration. This new solution is at least as accurate and promises to be less costly and much easier to manage centrally. The cost is only for the strips and controls, with the new POC units being at no cost.

Medical Imaging:

Kevin Larsen has three major projects at present, the fluoroscopy replacement, the main ultrasound modality replacement, and a new imaging plate system for our ED trauma room. We received approval to move forward with our fluoroscopy project with Siemens this past month and are now in contract negotiations. Given the project is a “turn-key” solutions form Siemens, there are a lot of issues to work out relative to the construction of the room and with OSPHD regulatory considerations. The new Canon Ultrasound unit was approved for purchase per the approved capital plan and will be ordered shortly. We expect a six-week delivery on the new Canon unit. Finally, Kevin is working with Konica, Fuji, and Canon on a replacement for our DelWorks x-ray plate system (digitizing solution) in the ED Trauma room. We expect the selection process to go quickly. The existing DelWorks system will go to the Bishop Ortho Clinic to significantly upgrade their x-ray solution.

34

COMMITTEE REPORTS


Board Meeting

35

Finance Committee Minutes Date: Monday August 16, 2021 Time: 4:30 pm Location: Teams

Attendees: Dave Anderson; Joanne Hunt, Tom Parker; Melanie Van Winkle; Caitlin Crunk. Slavka Crouthamel.

Absent: None.

The meeting was called to order at 4:30 pm.

Recorder: The meeting was recorded by Melanie for post-meeting minutes by Tabby Mannetter.

Agenda Item: Discussion/Conclusion/Action Follow-up Review of Minutes • July 12, 2021 minutes were reviewed. No changes were requested.Follow-up • There was no follow-up.Financials – June 2021 Melanie went over the Finance PowerPoint with the group.

• Continuing to see more OR patients being classified as Observationas opposed to Inpatient. More than double budget. Will likely be atheme throughout the year.

• Total Cash $111,586,340 = 533.3 days cash on hand.• Operating Cash $30,242,372 = 135 days cash on hand.• COVID Loans/Advances $17,626,328 = 84.2 days cash on hand.• Capital Cash Reserves $63,717,640 = 314.1 days cash on hand.• Actual expenditures are approximately $209,2016 per day average.• Melanie reviewed June 2021 pre-audit and Loss Statement with the

group. Adjustments in June brought net gain to $17.5 M = 19.3%margin for the year, highest ever.

• See FinancialPowerPoint.

Status Updates Stimulus Funds Status • Received official email from Union Bank that our documentation is

sufficient for forgiveness for the Paycheck Protection Program. Nowwaiting for Small Business Administration approval.

• Feeling confident that we can prove enough lost revenue due toCovid so we can keep the CARES funds – reporting is due 9/30/21.

36

Mammoth Hospital Finance Committee Minutes – August 16, 2021

Hospital Price Transparency • New eligibility and patient estimator going well. Possibly up and

running by the end of the calendar year.

Facility Project Financial Planning Update • Melanie and Slavka continuing to meet with Kaufman Hall at least

weekly.• Planning education for leadership team and then for full board.

Employee Reimbursements Memo

• Revised list is in the board packet totaled by person withdescriptions.

FY 2022 Status • Slavka working with auditors on remote audit.• Melanie hoping for 3% increase on Eide Bailley audit fees as

opposed to proposed 5% increase.Other Business • There was no other business.Next Meeting • Next meeting: Monday, September 13, at 4:30 pm on Teams.

Meeting adjourned at 4:55 pm.

37


www.mammothhospital.com METICULOUS CARE * MEMORABLE PEOPLE

1 * MAJESTIC LOCATION


SOUTHERN MONO HEALTHCARE DISTRICT BOARD OF DIRECTORS

QUALITY ASSURANCE COMMITTEE MEETING MINUTES

Date: September 8, 2021

Place: Microsoft Teams

Time: 11:30 a.m.

Attendance of Board Members: Joanne Hunt, Alec Clowes. Attendance of Staff Members: Tom Parker, Chief Executive Officer; Caitlin Crunk, Chief

Nursing Officer; Lenna Monte, Director of Quality; Stephanie Stanton, Quality Improvement Coordinator; Staci Brock, Infection Prevention Coordinator; Caroline Britton, Recording Secretary.

I. CALL TO ORDER The meeting was called to order at 11:38 a.m.

II. NEW BUSINESS

1. Review of Minutes a. Action Item: Stephanie to send email to managers/supervisors asking

them to thank staff for submitting Verge reports.

• Stephanie reported the action item was completed. • Lenna noted the request from Alec Clowes and Joanne Hunt to present more

data/KPI’s and the infection prevention dashboard to the committee from the last meeting. She noted that today’s packet includes reports on both and also the inclusion of Infection Prevention Coordinator, Staci Brock in the meeting to provide greater expertise.

• There were no additional comments on the minutes.

2. Quality Key Indicators Dashboard

38





• Lenna presented the MH Quality Assurance/Performance Improvement/Key Performance Indicators dashboard that was requested by Alec Clowes and Joanne Hunt.

• Lenna noted that the PI Committee has been doing work on quality indicators and what metrics the team should be measuring to help gauge the success of current programs. Lenna also mentioned that she has added some industry standard KPI’s to the dashboard which gives the ability to better compare ourselves with other hospitals. Measures on the dashboard include things like: Patient Satisfaction, Annual Wellness Visits (Medicare ACO), and Surgical Site Infections (NHSN Reportable). Lenna reviewed which measures were in the green vs orange.

• There was some discussion on Patient Falls amongst the group. The committee thanked Lenna and her team for the presentation of this data. Tom noted that going forward it would be interesting to look at broader denominators for certain measures on this dashboard, for example, what non-Medicare data might look like for Annual Wellness Visits.

Tom Parker exited the meeting at 11:57 a.m. due to a conflict

3. Antimicrobial Stewardship / Infection Prevention Dashboard

• Staci Brock presented the CDPH Antibiotic Stewardship Program. The highlights included: o Achieved bronze status with CDPH’s Antimicrobial Stewardship Honor Roll in fall

2020 for the first time. o We are the only hospital in the region to be on the CDPH Honor Roll currently. o Goal for FY 21/22 is to achieve gold status. o Application deadline is March 1, 2022.

• Staci also noted the following programs will be implemented or have been implemented to achieve gold status:

o Commit to prospective audit and feedback for specific antibiotic agents, tracking of antibiotic use, and feedback. Facility specific treatment recommendations, education of prescribers, and community engagement (e.g. Virtual Joint Replacement Prep Class).

• Staci Brock presented the Infection Prevention Dashboard. The dashboard covers metrics such as Surgical & Procedure Infections, Hand Hygiene Compliance, Environmental Testing, Central Lines Association Blood Stream Infection, and many more. The group reviewed the numbers and Staci did note which metrics are reportable to NHSN and which ones are not.

• Joanne thanked Staci and Lenna for the dashboard. • Staci reviewed each metric for the committee and highlights included:

o Staci discussed the “secret shopper” program we have with Hand Hygiene, and this includes the clinics. Each “secret shopper” from the department provides reports monthly to Staci. In Hand Hygiene MH had a 70% Compliance Goal and the result at year end was better by 20% at 90% Compliance.

o Staci also reviewed the EVS Testing and explained in the past a “black light” had been the standard for measuring. Going forward Staci is using a better testing tool called an ATP which is a bioluminescence tester which tests for biological material present on a surface.

o As of today, we are at 0 percent on several infection measures.

39





4. Risk Management Dashboard

• Stephanie Stanton presented the Risk Management Dashboard which outlines the Verge reports. This is based on calendar year.

o 2020 Events = 228 o YTD 2021 = 161

• She reviewed the “Events by Severity” breakdown chart and was happy to report that most events were in the 0-1 category. Events that are level 2 are of concern.

• She also reviewed the Top 5 Event types chart which include 28.1% in Other, followed by 21.1% in Diagnostic Testing (Labs/Radiology/EKG).

• Alec asked that if Stephanie sees repeated events in certain areas/problems, etc if there is an actionable education item. Stephanie explained about how we use a company called Beta which helps us to measure what our action items were based upon a Verge report.

• Stephanie will plan to share the improvements that have been made by managers based on Verge reporting in the next meeting.

5. Review PI Committee Meeting Minutes

• Alec inquired about the medical staff credentialing report on pg. 13. and he would like

some clarification on how the team assesses things like: o What are the current community needs? o How do we assess our provider mix based upon those needs?

• Lenna noted that this is a great topic and that it will be explored more in the future. • Joanne asked about the Peer Review activities section. Stephanie noted this is a new

program and there will be greater data/trends with more time. She did note it is being used for credentialing. The group requested more details in the PI minutes moving forward.

III. FUTURE BUSINESS

The next Quality Assurance Committee Meeting is scheduled for December 15, 2021 at 3:00 p.m.

IV. ADJOURN

The meeting adjourned at 12:29 p.m.

40






SOUTHERN MONO HEALTH CARE DISTRICT BOARD OF DIRECTORS FACILITIES STEERING COMMITTEE MEETING MINUTES

Date: August 16, 2021

Attendance of Board Members: Laurey Carlson, Vice Chair; Yuri Parisky, M.D., Member at Large.

Attendance of Staff Members: Tom Parker, Chief Executive Officer; Mark Lind, Chief Information Officer; Jeff McMillan, Chief Engineer; John Chisum, Facilities Manager; Caroline Britton, Recording Secretary.

Time: 3:00 p.m.

Place: Teams

I. CALL TO ORDER

The meeting was called to order at 3:12 p.m.

II. MINUTES REVIEW

The minutes from April 13, 2021 were reviewed. No changes.

III. NEW BUSINESS

1. Clinic ADA Driveway Project

• John Chisum reviewed the ADA Driveway Project. The current layout of the handicappedparking spaces in front of the main Medical Office Building and the currentstairwell/walkways are not adequate for our ADA patients and overall safety is less thanideal.

• The proposed project will change the layout of our primary campus driveway to placethe handicapped parking spaces adjacent to the building and not across the busydriveway. These spaces will feed into a sidewalk which will allow safe access to thebuilding during all weather conditions. In addition, there will be a reworking of the stairs

41


Southern Mono Healthcare District Facilities Committee Meeting Agenda August 16, 2021

to the upper lot to provide a wider and shorter flight of steps, improving ease of access for patients. The total estimated cost of the project is $280K.

• The goal is to be more friendly for our ADA access and overall general safety which theproposed plan should achieve.

• Tom Parker noted this will assist us with further Master Plan parking lots and drivewaysin the future.

2. Fluoroscopy Modality Replacement: Turn Key proposal by Siemens

• Mark Lind presented the Fluoroscopy Replacement presentation. Our current PhilipsMultidiagnost Eleva was installed in 2006 and was end of life December 2019. Thecurrent machine is not adequate and is often faulty. It is also a requirement by law ofCDPH that all critical access hospitals must have a fully functioning Fluoroscopy suite tobe licensed.

• The new machine has benefits such as:• Greater X-Ray Capabilities• Interventional Radiology

• The overall timeline of the project is projected at 50 Weeks and the estimated cost of$1,050,000

• Mark Lind reviewed the differences between the Siemens vs Canon Ultimax and why theSiemens was selected.

• Tom Parker mentioned that he would like to see follow up at the next PM on the currentCT tube to gauge its life expectancy. He requested a look into the availability, timeline,and price of a new CT tube.

• Mark Lind further explained the overall master plan of replacing the current large x-raymachine and that the Fluoroscopy Machine needs to be replaced first to allow for thatproject to happen.

• Yuri Parisky, M.D. mentioned some potential issues from a past project with theselection of the general contractor. Facilities will discuss our expectations for handlingthe subcontractors given our small community with the building company.

3. Q&A

• Laurey Carlson and Yuri Pariksy, M.D., agreed both proposals align well with the overallhospital master plan moving forward and had no further comments.

IV. FUTURE BUSINESS

The next Facilities Steering Committee meeting is scheduled for September 15, 2021.

ADJOURN

42

Southern Mono Healthcare District Facilities Committee Meeting Agenda August 16, 2021

There being no further business, the meeting was adjourned at 3:45 p.m.

43

CEO REPORT


Board Meeting

44





DATE: September 16, 2021 TO: Board of Directors FROM: Tom Parker, CEO RE: CEO Report, Regular Meeting of the Board of Directors Follow Up Items: This section of my report is used to track follow up on items discussed in prior meetings of the Board. While these are not decisions of the Board, they do constitute valuable comments and input from the Board to management. Most items come from regular Board meetings, but others may come from special meetings such as the Board’s self-assessment, my annual review, or our strategic planning sessions. Items from the most recent month are contained in this section of the report. Previous items are found at the end of this report under “Follow Up Items Archive.” August 2021 Provide comparative CEO

compensation data. Included in the September board meeting packet.

Move board meetings back to TEAMS only.

Done

All new physicians are to be board certified.

Including this language in all new provider contracts.

Interest in development of electronic tools that allow patients to confirm or change clinic appointments.

Will bring to IT Steering.

Select Operational Updates COVID-19: We have implemented two new guidelines consistent with new CDPH requirements:

• Patient visitor policy in the inpatient setting: All visitors must show proof of vaccination or a negative Covid-19 test within 72 hours. If the individual is unable to provide the test, the facility will offer a rapid point of care test for the visitor. There are limited exceptions.

• Vaccination of all healthcare workers: All employees including vendors, volunteers and students must show proof of vaccination. If the employee is exempt for health or religious reasons, the employee must test twice weekly.

45


Mammoth Hospital Report to the Board of Directors CEO Report September 16, 2021

August Financial Results: Total Gross Revenue in August was $13.5m, $470k more than budget. Year-to-date, Gross Revenue is over budget by $847k. Net Gain for August was $714k, $122k greater than budget. Year-to-date Net Gain is $1.5m, $354k more than budget. Total cash as of August 31, 2021 was $113.1m, $1.5m higher than July and represents 541 days cash on hand. CARES Act Funds: My thanks to Slavka and Melanie for their work on retaining the CARES Act Provider Relief funds! Our application to retain $5.2m in PPP funds has been approved by Union Bank and the Small Business Administration. The loan is now classified as paid in full. North Wing Project: The Schematic Design process is now at 50% completion. Preliminary concept drawings and a design narrative detailing structural, mechanical, and electrical considerations are now in review by the steering committee. Presentation of the design and solicitation of input will be done via an open house for employees, medical staff, board, and the Patient and Family Advisory Council. Local regulatory agencies are being engaged for considerations relative to utilities, parking requirements, and local aesthetic design considerations. Agreements have been completed for Geotechnical (Geologic and Civil Engineering), and Cost Consulting. Soil drilling for geotechnical testing will be conducted the week of September 6th. Family Medicine Clinic Remodel: Contracting for design of the remodel has been completed and will be submitted to the Facilities Steering and Board for review and approval in September. Medical Staff Input on Annual Reviews: The Medical Executive Committee has approved the process for providing the board and me with input as part of the annual reviews for senior managers. The MEC gathered information from MEC members at their meeting on September 8th and will pass along this information to the board and me this month. FormFast Project: The Interlace Health e-forms (electronic forms) and forms automation project is moving forward with pilot deployments in Family Medicine and the Dental Clinic. This solution provides electronic forms with full integration back to Cerner for our clinics and hospital departments. We had a bit of a delay with interface design resource availability from Cerner, but that has now been completed. This project promises to eliminate a lot of printed paper we now produce for forms, which must be subsequent scanned back into our systems. Dietary: We are understaffed in the kitchen and have had a challenging time with recruitment. We have closed the kitchen for employee meals during dinner for the foreseeable future. We are currently offering referral and sign-on bonuses to help fill these open positions and have adjusted the pay range to be more market competitive.

46


Patient Satisfaction: The Emergency department and inpatient units once again have been recipients of the Guardians of Excellence award. This is a prestigious award given by Press Ganey for sustained outstanding patient satisfaction scores. A public announcement is expected in November. Surgery:

• Britt Cogan has begun training PACU and OR nurses on the Iovera procedure. This is a procedure performed prior to surgery to help with pain control. We will be transitioning this procedure from mid-levels to nursing staff. A policy and procedure were created with help from Jean Rea to ensure competency of all individuals receiving training.

• OR#3 is awaiting final approval from OSHPD which is expected by September 17th. Once this approval is received, application for a change to the hospital license can be submitted to CDPH.

Lab: Jaime Sallee is working with the Emergency Department on a new point of care meter (POC), called an EPOC meter. This allows clinical staff to obtain immediate blood chemistry numbers for patients, speeding diagnosis and treatment. Medical Imaging: There are currently three major projects being worked on by staff and the radiologists: the fluoroscopy replacement, the main ultrasound modality replacement, and a new imaging plate system for our ED trauma room. Foundation: The 18th Annual Brian Venneman Memorial Cancer Outreach Golf Tournament was a big success. Thanks to all the sponsors, players, staff, and volunteers we raised $85,000 for the Cancer Outreach program. Our top sponsors ($5,000 and above) were: Carson Tahoe Health, Mammoth Mountain Ski Area, Drs. Cherne, Harrell & Parisky - Mammoth Radiology Associates, Drs. Crall, Karch, Gilmer, and Knecht - Mammoth Orthopedic Institute, and Drs. Bahiraei, Koehler, and Sindell - Mammoth General and Trauma Surgeons. Big thanks to the Volunteer Committee for their efforts and time to make it all happen from prize acquisition to planning to day-of event tasks! – Volunteers: Al Davis, Sandi Forstenzer, Chris Howley, Gary Myers, Wendy Parisky and Yuri Parisky, MD. Staff: Caroline Britton, Ehren Goetz, Tabby Mannetter, Gardiner Miller, and Stephanie Stanton. Shout Outs

• Slavka Crouthamel, Keith Lindquist , and Ethan James from Melanie VanWinkle for their work over the last 16 months to apply for the Paycheck Protection Program (PPP) loan in which we received over $5 million to provide funds to keep our employees working during the COVID shut down. The process to apply for forgiveness of the loan was extremely cumbersome.

47


• Sierra Wilders and Carmen Osland from Lorraine Koenig for going above and beyond to ensure office operations continued when almost all the Mammoth PT/OT front office staff were out for various reasons!

• Melia Anderson from Ethan James. Ethan wrote, “I’d like to express my personal gratitude to Melia. Over an intense last few weeks/month and ultimately over the course of the last two years seeing firsthand the relentless administration pressure COVID has created for many of us, I have found her dedication, support, communication and continuous hands-on effort to problem solve issues personally invaluable to me in my position and I feel the entire organization as well.

• The Brian Venneman Cancer Outreach Golf Tournament Organizing Committee from Gary Beck from Renown wrote, “I want to commend the hospital and the Foundation for organizing another superb and successful Cancer Outreach Golf Tournament. I am always honored to participate as a volunteer because I get to meet so many fantastic people and it is for such a worthy cause. My thanks to all of you for letting me be involved.”

• Mammoth Hospital from Peter Noxsel who noted, “Our patient in 102B wanted to share her gratitude on the compassion and attention to care she has received at Mammoth Hospital. We truly do work at an amazing place, and it is great to hear the thankfulness for our hard work and attention to patient care.”

• Bunny Goodrich, RN, Lauren Ricksecker, RN, Jen Odom, RN and Cheryl Heringer, RN from Nathaniel Parker, MD. Dr. Parker wrote, “This morning I am feeling so grateful for the expertise of Perinatal and Obstetric nurses Bunny Goodrich, RN, Lauren Ricksecker, RN, Jen Odom, RN and Cheryl Heringer, RN. During all my previous interactions and collaborative patient care with Bunny and Lauren, they have been supportive, positive, and helpful. They remind me regularly how fortunate I am to work with high quality nurses.”

Respectfully submitted, Tom Parker, CEO

48


Follow Up Items Archive: July 2021 Sent letter to NIH Done

Discussed AOC being on site Already being done.

Request that reports from seniors contain facts of favorable and unfavorable conditions.

Tom note this for his review of the reports.

Will there be an outpatient services entrance in the North Wing?

Outpatient services will be accessed via the main entrance and the admitting desk. Then patients will be escorted to the North Wing’s lower level.

Would like to see zip codes analysis on our patient volume.

Working on it.

On C.H.N.A. - would like to move toward being able to measure and report on outcomes. And do so in collaboration with community partners. Most important would quantitative results.

Quality Committee report now has more data elements.

What will be the process for the next CHNA? Last time we used a 3rd party for surveys. We also had a community meeting.

We are working now on the structure for next year’s. Likely to use 3rd party again for the survey work.

Include on the reimbursement report more in the notes section.

On the August board meeting agenda for review and approval.

What is the process for recycling computers?

Computers taken out of service go to NV Recycling in Carson City where they are processed without fee. The computers taken out of service are beyond their useful life (six years for desktops, four years for lab tops). For physical hard drives we do the data destruction; for solid state drives, NV does the destruction for which they provide us with certification documentation.

June 2021 MAT Agreement w/Dr. Swisher David Baumwohl is working on it. Have informed Dr. Swisher.

49


Policy on 3rd person in exam room for when provider and patient are not same gender.

NIH litigation and collaboration Draft letter in this month’s confidential packet.

Day care: will there be a supplement for employees?

- Have asked for update from Lutheran church pastor on their proposed payment structure for agreement.

- Long-term planning for day care being considered with moves related to North Wing Project.

- Benefit to employees to be determined.

Need more metrics on strategic plan related incentives.

See update below on strategic plan metrics.

May 2021 Issue press release regarding Inyo LAFCO/NIH Appeal court decision.

Done.

Include in the credentialing Board packet: • The reason for any check marks on

the credentialing report. • An indication of any provider who

is here as a fellow.

Done.

Provide Board members with recording of sessions on diversity, equity and inclusion.

Done.

Would like to see more detail about the equity adjustment done this year.

More detail on the equity adjustment will be presented at the Employee Relations Committee on June 22, 2021.

Provide to the Board report on any patient deaths.

Will provide HIPAA-compliant report in Board reports.

Look at NIH program on new RN education.

Will report on this in the following month.

Apr 2021 Request for a presentation in the future on Community Outreach.

Will provide after new Community Outreach Coordinator spends some time in the job. Likely fall 2021.

50


Conduct demand projection to inform size of new wing project (also discussed in March).

Tom Parker did some initial research on population growth and demographics. See below under North Wing Project.

Mar 2021 Engage is discussion with NIH at Board and CEO level.

First meeting April 23. Will not meet again until after June 30 per request from NIH.

On-call hand-offs by medical staff. Have discussed with specialties as

needed.

Coordinate pathology presence with need in interventional radiology.

Pathology is on site 2-3 days a week.

Feb 2021 Look at patient assignments in Family Medicine.

Will not pursue an acuity-based assignment scheme in Family Medicine.

Develop physician mailing list. Done.

Share article with Board regarding mask use.

Done.

Share the Just Culture algorithm. Done.

Jan 2021 Diary of items: Look to past reports on things not completed to include.

This report now contains items from previous meetings.

People moving in: Welcome wagon idea. Can we have a document of what we provide that could go to the Board or realtors to hand out?

This is now included in our marketing plan.

Referral pattern of sending patients to higher level of care: Can we have a common referral directory of where we send patients. Make it available to all medical staff.

Have made initial contact with UCLA.

Training and shadowing for high-end cases (pulmonary) for nurses to go to one of the tertiary facilities where we refer patients. Dr. Parisky will look to places down south.

Have met with Medical Director of CME at UCLA.

Transparency of pricing on website. Module will be online by end of 2021.

SART meeting: Nurses who went for SART training. Can we reimburse and recognize

The hospital paid for Maureen Fakinos, WHNP-BC to take the course

51


them? There is a grant that can cover it out of DA’s office.

and the DA’s office paid for Hayley Horton, RN, from Med/Surg.

Dec. 2020 Is there a way to know when a server is down?

IT staff have a process to alert affected users of a server having gone down. Scheduled down times are also communicated to users. Recently, IT has added alerts to users for potential downtime due, e.g. server migrations.

What is the process for reporting level 3 and higher incidents to the Board?

All level 3 and higher incidents are reported in the Quality Committee.

Have we had to use surge staffing? Not as yet. The inpatient census has been well within usual volumes.

What are the COVID numbers for employees?

At this time, we have 7% of our workforce not working or on a reduced schedule due to childcare challenges, quarantining due to a household or other exposure, and/or COVID-19. The December uptick in employee cases seems to have leveled off for the first two weeks of January. The Employee Health employee COVID testing program has been very successful with testing over 100 employees/week. This was a recommendation from CDPH. Only one positive employee has been identified through this asymptomatic testing program.

Are we still doing elective cases? Yes.

When will the Board receive vaccinations? The Board was included in the 1a group with other hospital staff.

Nov. 2020 Physician Recruitment Committee: • Need a template on expectations. • Medical staff were not asked for

feedback on the interview with the neurologist.

• Committee needs a charter.

• Will be on the agenda for the next committee meeting.

• Communicated to Dr. Burrows. Part of the revised recruitment process patterned after the employee hiring process.

52


• I have reviewed and updated as needed the committee descriptions, including the Physician Compensation, Relations and Retention Committee. This will be in the December Board packet.

CEO review and goals: Be sure these items are included:

• EMR Satisfaction Improvement. • Master Plan Completion and

Progress on New Wing. • Strategic Plan

o Safety o Clinical Outcomes o Customer Experience

EMR satisfaction is a CEO goal. • Master Plan completion and

progress on new wing project is a CEO goal.

• Strategic planning session will occur in January and these items will be discussed.

Mammoth Lakes Foundation land option. Discussed with Gary Myers and Betsy Truax at Mammoth Lakes Foundation. David Baumwohl preparing letter.

NRHA Education Conference for the Board. 44th Annual Rural Health Conference May 4-7, 2021 in New Orleans, LA.

The Board would like to express commendation of Maureen Fakinos for her work with the Sexual Assault Response Team (SART).

Included in the Shout Outs section of the CEO report and communicated to her by Tom.

Develop program financial statements. Finance is developing reports to be pulled out of Cerner to start this process.

Oct. 2020 Strategic Plan for Information Technology: What is the vision for the user experience? Everything else is a technical and operational means to that end. Need to advance provider satisfaction, trust and confidence.

This is being addressed through the user satisfaction surveys and the sprints. To be discussed at next IT Steering Committee.

The Cerner event with Philips: Why did it take three days to remedy? How do we prep for these upgrades?

To be discussed at next IT Steering Committee.

Credentialing list should include the providers’ specialty.

Done.

53


Can Chief of Staff attend closed session? As able.

Dashboard for transfers out. Report now going to PI Committee. Case managers are watching for trends.

Attendance at General Medical Staff meeting should be reported to the Board.

Now part of the CMO Board report.

Prior Provide Board with a table describing each medical staff privilege.

Done.

In anticipation of potential surge, need improved patient flow (ED > M/S > D/C).

Plan is done and being implemented.

Offering Mammoth Hospital pricing to medical staff for medical insurance.

To be presented by David Baumwohl.

Is contacting COVID at the workplace eligible for a workers’ comp claim?

By law, it is presumed that employees who contract COVID did so at their workplace.

Exit interviews needed for employees and medical staff.

Being done and reported to Employee Relations Committee.

54

FINANCIALS


Board Meeting

55


MEMORANDUM ============================================================================== DATE: September 16, 2021 TO: The Board of Directors FROM: Melanie Van Winkle, CFO & Slavka Crouthamel, Controller SUBJECT: Financial Statements for two months ended August 2021 ============================================================================== This memorandum presents an overview of Mammoth Hospital financial operations.

BALANCE SHEET

• The August month end Cash balance was $113.1 million – $1.5 million higher than July. Day’s cash are 541 days in total.

o Operating cash at 135 days o COVID advances & loans at 83 days o Capital/Facility project reserve at 322 days

• Net Patient Accounts Receivable was $13.6 million, which is $720 thousand lower than prior month.

• Other current assets increased by $450 thousand due to Mono county revenue accrual • Accounts payable and accrued payroll related liabilities activity is due to timing of check

runs • Covid-19 loans and advances decreased by $224 thousand due to processing paybacks to

CMS • Due to Third party payers increased by $171 thousand due to receipt of quarterly HQAF

(Hospital Quality Assurance fee) • General obligation bonds increased by $140 thousand due to annual principal payment

FINANCIAL INDICATORS

• Patient Cash Collections in August were $7.9 million, $500 thousand over prior month. YTD patient account collections are $15.3 million compared to $11.6 million for the same period last year

• Gross AR days decreased from 70.5 from 68.9. • AR over 120 days decreased to 20.9% at August month end compared to 22.6% in July.

56

Southern Mono Healthcare District Report to the Board of Directors Financial Report September 16, 2021

• Gross revenue was $13.6 million in August – $479 thousand higher than budget and $1.7 million higher than August 2020.

VOLUMES

Month of August summary:

• Inpatient days were 105 – same as prior month, but 40 less than budget. The Case Mix index was 1.140, which is lower than our average.

• Total surgeries were 123 in August compared to 118 in July and 120 in the prior year. o Inpatient surgeries were 24 (prior month 28) and Outpatient surgeries were 99

(budget 90). There were more surgeries classified as outpatient observation that used to be inpatient.

o Endoscopies & Colonoscopies were 49 in August – versus 20 in July and 46 in the prior year.

• The Emergency Department had 915 visits compared to 1,220 in July and 831 in the prior year.

• Clinic visits finished at 4,276 – higher than July by 276 visits and lower than budget by 66 visits. Dental & Family Medicine clinics had the highest unfavorable variance to budget. Behavioral mental health clinic’s volume are higher compared to budget by 66 visits and surgical clinic visits by 31 visits.

INCOME STATEMENT

Month of August

Revenue: Total Gross Revenue decreased slightly to $13.5 million versus $13.6 million in July but was $470 thousand higher than budget. Net Patient Revenues as a percentage of Gross Revenue continued to improve from July to August, 51.1% to 52.0% - due to more favorable payer mix and aging.

57

Southern Mono Healthcare District Report to the Board of Directors Financial Report September 16, 2021 August 2021 Expenses:

Net Gain

• The August net gain was $714 thousand compared to July’s net gain of $791 thousand and $633 thousand net gain in August 2020.

Year to Date

OPERATING EXPENSES Current Budget Variance %

Variance Brief Comments

Salaries $2,276 $2,516 $240 10% Budget reflects 0 staff vacancies

Benefits 843 1,014 $171 17% Lower employee health claims

Professional services 1,526 1,608 $82 5%

Contract services 47 70 $23 33%

Supplies 857 793 ($64) -8% Higher due to higher pharmaceutical costs

Services 782 777 ($5) -1%

Total Expenses $6,332 $6,778 $446

58

Southern Mono Healthcare District Report to the Board of Directors Financial Report September 16, 2021

• Total Gross Revenue of $27.2 million is $847 thousand higher than budget. • Total Net Patient Revenue (collectable revenue) was $14 million $836 thousand lower

than budget • Total Operating Expenses of $12.5 million are $1.2 million lower than budget.

o Both Salaries and Benefits are lower than budget thus far due to budgeting with 0 vacancies.

o Professional Services (physician payments) are $239 thousand under budget – this is due to lower volumes for some key areas

o The $130 thousand unfavorable variance in Supplies is offset by a $148 thousand favorable variance in Services compared to prior year.

• The Year-to-date Net Gain was $1.5 million (10.7% total margin) compared to the budgeted gain of $1.1 million (7.7 % total margin).

59

9/6/2021

SOUTHERN MONO HEALTH CARE DISTRICTComparative Balance Sheet - August 31, 2021

Unaudited Unaudited Unaudited

August 31, July 31, Prior Month June 30,

ASSETS 2021 2021 Change 2021

CURRENT ASSETS:

Cash (135 days operating expenses) $30,242,372 $30,242,430 ($58) $30,242,372

Cash (reserved for building projects) 82,846,479 81,343,910 1,502,569 82,067,458

Investments - - 0 -

Total Cash 113,088,851 111,586,340 1,502,511 112,309,830

Patient accounts receivable 28,774,880 29,097,950 (323,070) 27,672,406

Less: Allow. for bad debts and contractuals (15,216,890) (14,819,450) (397,439) (13,274,245)

Net patient accounts receivable 13,557,990 14,278,500 (720,510) 14,398,161

Inventory 2,211,755 2,143,223 68,533 2,133,379

Prepaid expenses & deposits 828,535 1,108,560 (280,024) 710,211

Other current assets 900,757 450,379 450,379 157,403

Total Current assets 130,587,888 129,567,000 1,020,888 129,708,984

ASSETS LIMITED AS TO USE:

Bond funds held in trust by Mono County:

Mono Co Bond Capital Appreciation Fund 11,611,998 11,611,998 0 11,611,998

Debt service fund 1,625,264 1,625,264 0 1,625,264

Restricted by contributors 603,789 560,514 43,275 543,288

Total Assets Limited As To Use 13,841,050 13,797,776 43,275 13,780,549

PROPERTY, PLANT & EQUIPMENT:

Land and improvements 7,933,576 7,933,576 0 7,933,576

Buildings and improvements 56,849,577 56,849,577 0 56,849,577

Equipment 36,529,797 36,529,797 0 36,518,669

Construction-in-progress 2,141,678 1,928,019 213,660 1,911,459

Total Property, Plant and Equipment 103,454,628 103,240,969 213,660 103,213,282

Less: Accumulated depreciation (63,354,597) (62,968,701) (385,897) (62,582,264)

Less: Accumulated amortization (2,077,080) (2,077,080) 0 (2,077,080)

Net Property, Plant and Equipment 38,022,951 38,195,188 (172,237) 38,553,938

Total Assets $182,451,890 $181,559,964 $891,926 $182,043,471

60

9/6/2021

SOUTHERN MONO HEALTH CARE DISTRICTComparative Balance Sheet - August 31, 2021

Unaudited Unaudited Unaudited

August 31, July 31, Prior Month June 30,

LIABILITIES 2021 2021 Change 2021

CURRENT LIABILITIES:

Accounts payable and accrued expenses $2,859,309 $3,124,401 ($265,092) $3,322,658

Covid 19 loans and advances 17,402,086 17,626,328 (224,242) 17,837,997

Accrued payroll-related liabilities 5,783,816 5,479,010 304,806 6,493,772

Patient refunds 228,928 192,093 36,834 173,983

Due to third party payers 1,454,224 1,282,693 171,531 1,278,893

Accrued interest on long term obligations 205,832 180,394 25,438 154,956

Current portion of long-term debt 1,390,000 1,250,000 140,000 1,250,000

Health plan IBNR 755,000 755,000 0 755,000

Total Current liabilities 30,079,195 29,889,920 189,276 31,267,260

LONG-TERM DEBT:

Unamortized bond premium 788,679 799,347 (10,668) 810,016

Capital appreciation interest payable 11,679,948 11,583,656 96,292 11,487,365

General Obligation Bonds 10,999,555 11,139,555 (140,000) 11,139,555

Total long term debt 23,468,182 23,522,558 (54,377) 23,436,935

Total Liabilities 53,547,377 53,412,478 134,899 54,704,195

NET ASSETS:

Invested in capital assets net of related liabilities 13,164,770 13,422,630 (257,860) 13,867,003

Restricted - expendable for specific operating activities 603,209 559,934 43,275 542,768

Restricted - expendable for debt service 13,237,262 13,237,262 0 13,237,262

Unrestricted 100,394,538 100,136,677 257,860 82,122,566

Year to date earnings 1,504,734 790,983 713,752 17,569,677

NET POSITION: 128,904,512 128,147,487 757,027 127,339,276

Total Liabilities and Net Position $182,451,890 $181,559,965 $891,926 $182,043,472

61

SOUTHERN MONO HEALTH CARE DISTRICT

Statement of Revenues & Expenses - August 31, 2021

Prior Month Actual Budget

Variance to Budget Prior Year

Variance to Prior Year OPERATING REVENUE Actual Budget


Variance to Prior Year

(000s omitted)/1000

$2,941 $2,564 $3,696 ($1,132) $3,276 ($712) Inpatient services $5,505 $7,296 ($1,791) $6,608 ($1,103)

7,541 7,958 6,275 1,683 5,940 2,017 Outpatient services 15,498 12,808 2,690 11,721 3,777

2,327 2,178 2,243 (65) 1,994 184 Professional fees services 4,505 4,527 (21) 4,384 121

824 864 881 (17) 669 195 Clinic services 1,688 1,718 (31) 1,359 329 13,633 13,563 13,094 470 11,880 1,684 Total Gross Revenue 27,197 26,350 847 24,073 3,124

(6,155) (5,897) (5,361) (537) (5,211) (686) Contractual & other discounts (12,052) (10,788) (1,265) (10,267) (1,785)

(178) (130) (262) 132 (65) (65) Charity write offs (308) (527) 219 (471) 163 (330) (482) (170) (312) (347) (135) Provision for bad debts (812) (343) (470) (793) (19) - - 83 (83) - - Supplements/Settlements - 167 (167) - -

6,969 7,054 7,384 (330) 6,256 798 Net Patient Revenue 14,024 14,859 (836) 12,541 1,482

37 38 28 10 22 16 Other operating revenue 76 56 19 49 27

7,007 7,092 7,413 (320) 6,278 814 Total Operating Revenue 14,099 14,916 (817) 12,590 1,509

OPERATING EXPENSES

$2,212 $2,276 $2,516 $240 $2,050 (226) Salaries $4,489 $5,056 568 $4,135 (353)

883 843 1,014 171 953 110 Benefits 1,726 2,028 302 1,885 159

1,473 1,526 1,608 82 1,233 (293) Professional services 2,999 3,238 239 2,565 (434)

39 47 70 23 65 18 Contract services 86 140 53 144 58

875 857 793 (64) 660 (198) Supplies 1,733 1,602 (130) 1,394 (338)

686 782 777 (5) 689 (93) Services 1,468 1,616 148 1,300 (167) 6,168 6,332 6,778 446 5,650 (681) Total Expenses 12,500 13,679 1,179 11,425 (1,076)

838 761 635 126 628 133 OPERATING GAIN (LOSS)/1000 1,599 1,236 363 1,165 433

$378 $377 $377 (1) $375 (2) Depreciation & amortization $755 $754 (2) $751 (4)

$460 $383 $258 $125 $253 $130 Operating Gain (Loss) after Depreciation $843 $482 $361 $414 $429

NON-OPERATING INCOME(EXPENSE)/1000

$0 $0 $0 - $0 - Gain (loss) on sale of property $0 $0 - - -

- (1) - (1) - (1) Donation income (1) - (1) - (1)

240 240 240 - 227 13 Bond property tax revenue 480 480 - 454 26

(119) (119) (119) - (119) (1) Bond interest expense (239) (239) - (237) (2)

210 210 214 (3) 270 (60) Property tax revenue & interest income 421 427 (6) 541 (120)

- - - - 0 (0) Interest expense - - - 1 (1) 331 330 334 (4) 379 (49) Total Non-Operating Income (expense) 661 668 (7) 759 (97)

$791 $714 $592 $122 $633 $81 Increase in net assets - net gain (deficit) $1,505 $1,150 $354 $1,173 $331

11.3% 10.1% 8.0% 2.1% 10.1% 0.0% Total Margin 10.7% 7.7% 3.0% 9.3% 1.4%

August-21 Year-to-Date

62

SOUTHERN MONO HEALTH CARE DISTRICT

Key Statistical Data - August 2021

Prior Month Actual Budget


Variance to Prior

Year Hospital Statistics Actual BudgetVariance to

Budget Prior YearVariance to Prior Year

31 31 31 31 Days in month 62 62 62Acute Patient Days:

7 16 12 4 18 (2) ICU Days 23 23 (0) 27 (4) 90 78 124 (46) 107 (29) Med/Surg & Telemetry Days 168 245 (77) 221 (53)

8 11 9 2 9 2 Labor & Delivery Days 19 21 (2) 16 3 105 105 145 (40) 134 (29) Total Acute Patient Days 210 289 (79) 264 (54)

3.4 3.4 4.7 (1.3) 4.3 (0.9) Average Daily Census (ADC) 3.4 4.7 (1.3) 4.3 (0.9)

25.3% 21.6% 33.7% -12.1% 31.9% -10.3%% of IP Revenue to Ttl Revenue 23.6% 30.4% -6.8% 32.8% -9.2%

2.0 2.3 2.1 0.2 2.7 (0.4) Average Length of Stay (ALOS) 2.2 2.0 0.1 2.4 (0.2)

52 45 68 (23) 49 (4) Discharges 97 142 (45) 112 (15)

1.342 1.140 NA NA 1.534 (0.394) Case Mix Index 1.309 NA NA 1.562 (0.25)

Other Key Hospital Statistics:1,220 915 904 11 831 84 ED Visits 2,135 1,944 191 1,774 361 1,156 1,111 523 588 558 553 Observation Hours 2,267 1,067 1,200 1,038 1,229

5 8 8 0 9 (1) Deliveries 13 14 (1) 13 -

28 24 37 (13) 34 (10) IP Surgeries 52 71 (19) 68 (16) 90 99 88 11 86 13 OP Surgeries 189 177 12 170 19

118 123 125 (2) 120 3 Total Surgeries 241 248 (7) 238 3

122 112 87 25 84 28 MRI Procedures 234 170 64 169 65 354 280 190 90 195 85 CT Scans 634 391 243 391 243

87 88 68 20 68 20 Mammography Procedures 175 131 44 133 42 135 149 126 23 131 18 Ultrasound 284 271 13 277 7

1,257 1,075 1,068 7 949 126 Radiology 2,332 2,133 199 1,927 405 1,955 1,704 1,539 165 1,427 277 Total Imaging 3,659 3,096 563 2,897 762

8,813 8,541 7,290 1,251 7,352 1,189 Lab Tests 17,354 15,018 2,336 14,820 2,534 7,416 7,112 6,941 171 6,256 857 Pharmacy Units 14,528 14,255 273 12,557 1,972 2,763 2,748 2,223 525 2,044 704 PT/OT Visits 5,511 4,450 1,061 4,051 1,460

Clinic Visits1,306 1,366 1,419 (53) 1,094 272 Family Medicine clinic 2,672 2,756 (84) 2,310 362

306 416 350 66 291 125 Behavioral Health clinic 722 700 22 641 81 303 308 330 (22) 262 46 Women's clinic 611 660 (49) 569 42 353 451 480 (29) 302 149 Pediatric clinic 804 960 (156) 659 145 711 607 590 17 583 24 Ortho Mammoth clinic 1,318 1,140 178 1,056 262 325 361 350 11 247 114 Ortho Bishop clinic 686 700 (14) 519 167 244 296 296 - 191 105 Specialty clinic 540 511 29 348 192

53 116 85 31 95 21 Surgical clinic 169 170 (1) 148 21 399 355 442 (87) 240 115 Dental clinic 754 883 (129) 538 216

4,000 4,276 4,342 (66) 3,305 971 Total Clinic visits 8,276 8,480 (204) 6,788 1,488

August 2021 Year-to-Date

63

Mammoth Hospital

All Statistical Analysis

Dept # GL# Combo Dept Name Unit of Service Desc

Jul 2021 Aug 2021 Budget August

2021

Actual August

2020

FYTD 2022Total

YTDBudget

FYTD 2021 Total

% of change to Budget

Level of concern

6010 980100 6010980100 ICU Patient Days 7 16 12 18 23 23 27 -1% 99%

6170 980100 6170980100 Med/Surg Patient Days 72 63 75 65 135 165 150 -18% 82%

6170 980100 6170980100 Telemetry Patient Days 18 15 49 42 33 80 71 -59% 41%

7400 980100 7400980100 L & D Patient Days 8 11 9 9 19 21 16 -7% 93%

Total Acute Patient Days 105 105 145 134 210 289 264 -27% 73%

6380 980100 6380980100 Observation Patient Days 48 46 22 23 94 44 43 112% 212%

6380 981400 6380981400 Observation Hours 1,156 1,111 523 558 2,267 1,067 1,038 112% 212%

6530 980100 6530980100 Nursery Patient Days 9 12 9 10 21 21 17 1% 101%

7400 981400 7400981400 L & D Pre-delivery hours 24 82 61 19 106 113 37 -6% 94%

7400 980900 7400980900 L & D Deliveries 5 8 8 9 13 14 13 -8% 92%

7080 980200 7080980200 Family Medicine Clinic Patient Visits 1,306 1,366 1,419 1,100 2,672 2,756 2,325 -3% 97%

7080 980200 7080980200 Behavioral Health Clinic Patient Visits 306 416 350 306 722 700 652 3% 103%

7050 980200 7050980200 Women's Clinic Patient Visits 303 308 330 272 611 660 582 -7% 93%

7090 980200 7090980200 Pediatric Clinic Patient Visits 353 451 480 305 804 960 661 -16% 84%

7160 980200 7160980200 Ortho Mammoth Clinic Patient Visits 711 607 590 588 1,318 1,140 1,066 16% 116%

7140 980200 7140980200 Ortho Bishop Clinic Patient Visits 325 361 350 247 686 700 518 -2% 98%

7180 980200 7180980200 Specialty Clinic Patient Visits 244 296 296 196 540 511 355 6% 106%

7110 980200 7110980200 Surgical Clinic Patient Visits 53 116 85 95 169 170 151 -1% 99%

7060 980200 7060980200 Dental Clinic Patient Visits 399 355 442 240 754 883 538 -15% 85%

Total Clinics 4,000 4,276 4,342 3,349 8,276 8,480 6,848 -2% 98%

7010 980200 7010980200 ED Patient Visits 1,220 915 904 831 2,135 1,944 1,774 10% 110%

7040 980600 7040980600 Ambulance Work days 22 22 21 21 44 44 43 0% 100%

7420 981300 7420981300 Surgery Minutes 16,740 19,050 17,292 17,580 35,790 34,077 33,510 5% 105%

7420 980400 7420980400 IP surgeries Procedures 28 24 37 34 52 71 68 -26% 74%

7420 980500 7420980500 OP surgeries Procedures 90 99 88 86 189 177 170 7% 107%

7420 980800 7420980800 Colo/Endo Procedures Procedures 31 46 36 49 77 72 69 7% 107%

7427 981300 7427981300 PACU Minutes 13,980 13,830 14,607 13,695 27,810 29,750 27,465 -7% 93%

7500 980300 7500980300 Lab Tests 8,813 8,541 7,290 7,352 17,354 15,018 14,820 16% 116%

7590 980400 7590980400 EKG's IP Procedures 15 18 26 12 33 51 28 -35% 65%

7590 980500 7590980500 EKG's OP Procedures 225 169 158 161 394 325 307 21% 121%

7641 980500 7641980500 Chemotherapy Patient Visits 40 21 37 39 61 65 75 -7% 93%

7710 980300 7710980300 Pharmacy Units 7,416 7,112 6,941 6,256 14,528 14,255 12,557 2% 102%

7720 980300 7720980300 Respiratory Unique Patients 435 350 366 315 785 748 602 5% 105%

7630 980200 7630980200 Radiology Patient Visits 1,257 1,075 1,068 949 2,332 2,133 1,927 9% 109%

7635 980200 7635980200 Mammography Patient Visits 87 88 68 68 175 131 133 34% 134%

7660 980200 7660980200 MRI Patient Visits 122 112 87 84 234 170 169 37% 137%

7670 980200 7670980200 Ultrasound Patient Visits 135 149 126 131 284 271 277 5% 105%

7680 980200 7680980200 CT Scan Patient Visits 354 280 190 195 634 391 391 62% 162%

Total Imaging Procedures 1,955 1,704 1,539 1,427 3,659 3,096 2,897 18% 118%

7770 981300 7770981300 Mammoth PT Visits 1,463 1,454 1,250 1,109 2,917 2,500 2,198 17% 117%

7772 981300 7772981300 Bishop PT Visits 857 901 740 724 1,758 1,503 1,516 17% 117%

7773 981300 7773981300 Bishop OT Visits 174 160 98 102 334 191 156 75% 175%

7790 981300 7790981300 Mammoth OT Visits 95 73 135 109 168 257 181 -35% 65%

Total Visits PT/ST/OT 2,763 2,748 2,223 1,528 5,511 4,450 4,051 24% 124%

64

Southern Mono Healthcare DistrictLAIF Investment

9/1/2021

Withdraw 11/8/2019 (600,000)Deposit 11/15/2019 2,995,000

Balance as of November 30 2019 64,999,497

Balance as of December 31 2019 64,999,497

Deposit 1/10/2020 1,800,000Interest 1/15/2020 367,636Withdraw 1/17/2020 (1,000,000)Deposit 1/31/2020 400,000

Balance as of January 31 2020 66,567,134

Deposit 2/7 900,000Deposit 2/13 100,000Depost 2/28 600,000Withdraw 2/17/2020 (200,000)

Balance as of February 29 2020 67,967,134

Withdraw 3/13/2020 (1,500,000)Deposit 3/6 1,000,000Deposit 3/20 100,000Withdraw 3/27 (200,000)

Balance as of March 31 2020 67,367,134

Deposit 4/2 1,500,000Withdraw 4/10 (400,000)Interest 4/15/2020 337,833Deposit 4/16 300,000Deposit 4/27 5,800,000

Balance as of April 30 2020 74,904,966

Balance as of May 31 2020 74,904,966

Balance as of June 30, 2020 74,904,966

Interest 7/15/2020 95,034

Balance as of July 31, 2020 75,000,000

Balance as of August 31, 2020 75,000,000

Balance as of September 30, 2020 75,000,000

Interest Payment 159,328Interest Withdrawal (159,328)

Balance as of October 31, 2020 75,000,000

Balance as of November 30, 2020 75,000,000

Balance as of December 31, 2020 75,000,000

Z:\BankAccounts\LAIF\LAIF Activity.xlsx

65

Southern Mono Healthcare DistrictLAIF Investment

9/1/2021


Balance as of January 31, 2021 75,000,000

Balance as of February 28, 2021 75,000,000

Balance as of March 31, 2021 75,000,000


Balance as of April 30, 2021 75,000,000

Balance as of May 31, 2021 75,000,000

Balance as of June 30, 2021 75,000,000


Balance as of July 31, 2021 75,000,000

Balance as of August 31, 2021 75,000,000

Z:\BankAccounts\LAIF\LAIF Activity.xlsx

66

For Period Ended: August 31, 2021

Tables and Graphs

DRAFT

FINANCE COMMITTEE DRAFT September 13, 2021

Page 1 67

VOLUMEInpatient Volume

20.0

30.0

40.0

50.0

60.0

70.0

80.0

90.0Admissions - All Excluding Nursery

Current Year Prior Year 2 Years Ago

1.5

2.5

3.5

4.5

5.5

6.5

7.5

Average Daily Census - All Excuding Nursery


0

10

20

30

40

50

60

Inpatient Surgery Volume


Page 2 68

Outpatient Volume

50

60

70

80

90

100

110

120

130

140

150

160

Clinic Volume (per day) - All Clinics


0

200

400

600

800

1,000

1,200

1,400

Emergency Department Volume


0

20

40

60

80

100

120

140

Outpatient Surgery Volume


Page 3 69

REVENUEGross Charges

-

1,000

2,000

3,000

4,000

5,000

Thou

sand

sGross Inpatient Revenue


-

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

Thou

sand

s

Gross Outpatient Revenue


-

100

200

300

400

500

600

700

800

900

1,000

Thou

sand

s

Gross Clinic Revenue


-

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

Thou

sand

s

Gross Professional Fees Revenue


Page 4 70

Net Revenue

1,000

3,000

5,000

7,000

9,000

11,000

13,000

15,000Th

ousand

s

Net Patient Revenue


1,000

6,000

11,000

16,000

21,000

26,000

31,000

36,000

41,000

46,000

Net Revenue per Adjusted Patient Day


Page 5 71

Revenue Cycle

50%

100%

150%

Cumulative Cash Collections as a % of Net Collectible Revenue

Current Year Prior Year 2 Years Ago Budget

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

-

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

10,000

Jul

Aug

Sep Oct

Nov

Dec Jan

Feb

Mar

Apr

Ma

y

Jun

YT

D

2021

2020

2019

Th

ou

san

ds

Th

ou

san

ds

Monthly Collections

'Current Year" 'Year to Date" 'Prior Year' 'Two Years Ago"

24 30 36 42 48 54 60 66 72 78 84 90 96

102 108 114 120

Millions

Cash Balance

Current Year As of June 30 Prior Year 2 Years Ago

50

150

250

350

450

550

650

Cash Days on Hand


Page 6 72

40.0

45.0

50.0

55.0

60.0

65.0

70.0

75.0

80.0

85.0

90.0AR Days Outstanding - Gross


35.0

40.0

45.0

50.0

55.0

60.0

65.0

70.0

75.0

80.0

AR Days Outstanding - Net


0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

% A/R > 120 Days

Current Year 'Prior Year' 2 Years Ago Budget

Page 7 73

ExpensesSalaries, Wages and Benefits

-

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

Thou

sand

s

Salaries, Wages and Benefits


300

400

500

600

700

800

900

1,000

1,100

1,200

Thou

sand

s

Benefits


Page 8 74

Full Time Equivalents

200.0

220.0

240.0

260.0

280.0

300.0

320.0

340.0

Productive Full Time Equivalents


230.0

250.0

270.0

290.0

310.0

330.0

350.0

370.0

Paid Full Time Equivalents


-

10.0

20.0

30.0

40.0

50.0

60.0

Productive FTEs per Adjusted Occupied Bed


5,000

6,000

7,000

8,000

9,000

10,000

11,000

12,000

13,000Labor Cost per Productive Time Equivalent


Page 9 75

Professional Fees, Services and Contracted Services

500

700

900

1,100

1,300

1,500

1,700

1,900

2,100Th

ousand

s

Professional Fees


-

20

40

60

80

100

120

140

160

Thou

sand

s

Contracted Services


-

200

400

600

800

1,000

1,200

Thou

sand

s

Services


Page 10 76

Supplies

200

300

400

500

600

700

800

900

1,000

1,100

Thou

sand

s

Supply Expense


400

900

1,400

1,900

2,400

2,900

3,400

Supply Expense per Adjusted Patient Day


Page 11 77

OLD BUSINESS


Board Meeting

78

1

AGREEMENT FOR EMPLOYMENT OF CHIEF EXECUTIVE OFFICER

AND

HOSPITAL ADMINISTRATOR

SOUTHERN MONO HEALTHCARE DISTRICT

(MAMMOTH HOSPITAL)

This EMPLOYMENT AGREEMENT (“Agreement”) is made as of this ___ day of

September, 2021, at the Town of Mammoth Lakes, County of Mono, State of California, by and

between SOUTHERN MONO HEALTHCARE DISTRICT (the "DISTRICT"), and THOMAS S.

PARKER ("PARKER").

Recitals

A. The DISTRICT is a Local Healthcare District duly organized and existing under

the laws of the State of California and more specifically pursuant to the provisions of Health and

Safety Code §§32000, et seq., known as the Local Healthcare District Law.

B. The DISTRICT owns and operates Mammoth Hospital, an acute care licensed

hospital facility located in Mammoth Lakes, California.

C. The DISTRICT employed PARKER as its full-time Chief Executive Officer and

Hospital Administrator pursuant to an AGREEMENT FOR EMPLOYMENT OF CHIEF

EXECUTIVE OFFICER AND HOSPITAL ADMINISTRATOR, dated October 10, 2018, with

written Amendments (collectively, the “Employment Agreement”). The term of employment is

set to end November 30, 2021.

D. The parties desire to enter into this Agreement to take effect upon the expiration of

the Employment Agreement, with PARKER to continue to serve the DISTRICT at the pleasure of

the Board of Directors of the DISTRICT, pursuant to the terms and provisions of this Agreement.

PARKER desires to remain employed in the position of Chief Executive Officer of the DISTRICT

and as CEO and Administrator of Mammoth Hospital.

Agreement

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND

CONDITIONS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS.

1. Employment of PARKER. The DISTRICT hereby agrees to engage and employ

PARKER as the Chief Executive Officer of the DISTRICT and as CEO and Administrator of

Mammoth Hospital. PARKER hereby accepts the engagement and employment, all pursuant to

the terms and provisions of this Agreement.

79

2

1.1. Term of Employment. The term of employment under this Agreement shall

commence December 1, 2021, with said date being the Effective Date of this Agreement, and

terminating at 5:00 p.m. on November 30, 2025. The anniversary date for the employment

relationship shall be December 1 of each term year.

At all times, PARKER shall be an “at-will” employee. All employees,

including the CEO, serve at the pleasure of the Board of Directors of the DISTRICT. All such

employees may be terminated by the DISTRICT at any time, with or without cause and without

notice or an opportunity to be heard regarding such employment decisions, and all such employees

may voluntarily terminate their employment at any time.

1.2. At-will Termination. In the event the DISTRICT terminates the

employment relationship on at at-will basis (i.e., without legal cause) taking effect prior to the stated

initial term of this Agreement ending on November 30, 2025, including providing a 30-day written

notice to terminate this Agreement, the DISTRICT shall provide PARKER with Severance Pay as

provided for in the following Sections.

1.3. Severance Pay. Upon the effective termination date of the employment

relationship, and where the employment relationship is terminated by the DISTRICT per Section

1.2, PARKER shall be paid Severance Pay as follows: (i) The DISTRICT shall pay the sum of 50%

of the then in effect annual base salary, exclusive of benefits, accrued paid leave, perks, or other

accrued and earned compensation paid by the DISTRICT to terminated employees with their final

paycheck. (ii) Starting with the first day of the seventh month after the effective date of termination,

the DISTRICT shall pay to PARKER the monthly prorated amount of the foregoing net annual base

salary in six (6) equal monthly installments due on the first day of each month until paid in full.

PARKER shall use best efforts to seek gainful employment after the

effective termination date, with the intent of having the foregoing item (ii) of Severance Pay being

adjusted as follows: (a) Should PARKER procure employment before the first day of the seventh

month after the effective date of termination date, then in lieu of the installment payments due

PARKER pursuant to item (ii) above, the DISTRICT shall pay to PARKER 50% of the amount of

the net annual base salary, minus 50% of the amount of the annual base salary PARKER is to

receive from the then employer. (b) Should PARKER procure employment after the first day of the

seventh month after the effective date of termination date, then the remaining installment payments

due PARKER pursuant to item (ii) above shall be modified so that the monthly amount paid to

PARKER shall be minus the amount of the monthly base salary PARKER is to receive from the

then employer.

All Severance Pay shall be subject to all appropriate withholding

deductions, with PARKER receiving a statement of such withholding deductions simultaneously

with the net amount of the severance payment.

80

3

1.4. General Release and Waiver of Claims. In the event of termination of

PARKER by the DISTRICT pursuant to Section 1.2 and upon the tender of (i) the first installment

of Severance Pay, and (ii) all accrued final paycheck earnings to PARKER and acceptance thereof

by PARKER, the full Severance Pay shall be deemed payment in full of any and all obligations

which may be due and owing PARKER from the DISTRICT for any matter or item whatsoever

arising out of the employment relationship and this Agreement. Receipt of Severance Pay by

PARKER shall be payment to PARKER for any and all claims, demands, liabilities, actions, causes

of action, wages, salary, or any other matter or item whatsoever, whether accrued or unaccrued,

whether known or unknown, except as may otherwise be prohibited by law (e.g., unemployment

compensation benefits), including attorney's fees and costs. In connection therewith, the tender of

Severance Pay and receipt thereof by PARKER as provided for herein shall result in a full and

unconditional release and discharge by PARKER of any and all such matters or items which may

be known or unknown to PARKER and shall result in a full, complete, and unconditional waiver

and release of any and all rights or claims PARKER shall then have or may have in the future,

except as may otherwise be prohibited by law.

In addition to and notwithstanding the generality of the foregoing, this

general release and waiver of claims shall specifically include, and shall not be limited to, claims

for unpaid wages, salary, paid leave, bonus or other related compensation (except as the foregoing

employment compensation items may otherwise be prohibited by Labor Code §206.5), wrongful

termination, retaliatory discharge, breach of contract, claims based on federal, state, or local laws

prohibiting employment discrimination, violations of federal or state law, breach of express and

implied contract, breach of the covenant of good faith and fair dealing, violation of public policy,

the California Fair Employment and Housing Act (Government Code §§12900, et seq.), the Unruh

Civil Rights Act (California Civil Code §§51, et seq.), Title VII of the Federal Civil Rights Act of

1964, and the Federal Age Discrimination and Employment Act (“ADEA”, 29 USC §§621, et seq.),

all except as may otherwise be prohibited by law.

Further to the foregoing, PARKER shall be deemed to have expressly

waived application of Civil Code §1542, which provides: "A general release does not extend to

claims which the creditor does not know or suspect to exist in his or her favor at the time of

executing the release, which if known by him or her must have materially affected his or her

settlement with the debtor."

1.5. No Severance Pay for Specific and Material Cause. Notwithstanding any

term of this Agreement or inference to the contrary, PARKER shall not be entitled to Severance

Pay in the event the DISTRICT terminates the employment relationship due to a breach of any

material term of this Agreement or due to any tortious or other wrongful act or omission on the part

of PARKER where such action by the DISTRICT is based on a written finding and factual basis

set forth in the written notice of termination by the Board of Directors for either (i) a material breach

of this Agreement, or (ii) a tortious or other wrongful act or omission. Should PARKER not so

remedy or otherwise cure the breach or other factual basis for cause set forth in the written notice

within the ten (10) business days from the date of the notice, the DISTRICT may then immediately

81

4

terminate the employment relationship based on the stated specific and material cause.

The DISTRICT may elect to immediately terminate this Agreement without

first complying with the foregoing provisions regarding cause and notice in the event of: (1) any

event of cause which cannot be cured within the 10-day time period set forth herein; or (2) an

emergent situation requiring termination as determined by the DISTRICT in order to protect against

or avoid adverse impacts to patients, staff, DISTRICT personnel or facilities, or the health, safety

and welfare of the residents and communities served by the DISTRICT.

2. Place of Employment. Performance of services under this Agreement shall be

rendered in Mammoth Lakes, California, and within the boundaries of the DISTRICT, including

satellite offices and facilities (e.g., clinics and facilities in Bishop), subject to necessary travel

requirements for the position and duties hereunder.

3. Job Description and Responsibilities.

3.1. PARKER shall serve the DISTRICT as its full-time Chief Executive Officer

and Hospital Administrator and shall be the supervisor of the senior staff and senior management

group of Mammoth Hospital, and of all the operations of Mammoth Hospital, with the

responsibilities, rights, authority and duties customarily pertaining to such offices and as may be

established from time-to-time by or under the direction of the Board of Directors of the DISTRICT

or its designees. In addition to the specific, enumerated matters set forth herein, PARKER shall

perform all other executive and administrative functions necessary to ensure the continued

operation, fiscal viability, accreditation, licensure, and high-quality delivery of medical care and

services for the DISTRICT and to the communities served by the DISTRICT. The DISTRICT

reserves the right to modify PARKER’s position and duties at any time in its sole and reasonable

discretion. In addition to the generality of the foregoing, specific duties and obligations of

PARKER shall include, without limitation, the following enumerated items.

3.2. Designate an individual to act for himself in his absence, in order to provide

the DISTRICT with administrative direction at all times. Such a designation shall not be deemed

an assignment pursuant to Section 12.

3.3. Carry out all policies established by the Board of Directors and Medical

Staff of Mammoth Hospital.

3.4. Serve as a liaison officer and channel of communications among the Board

of Directors and any of its committees, professional staff and independent contractors, and the

Medical Staff of Mammoth Hospital.

3.5. Prepare an annual budget showing the expected receipts and expenditures

as required by the Board of Directors and prepare DISTRICT forecasts.

82

5

3.6. Recruit, select, employ, control, manage, and discharge all employees other

than physicians (with the exception of the position of Chief Medical Officer); the power to employ

shall be subject to the pleasure of the Board of Directors (i.e., all employees maintaining “at will”

status).

3.7. Develop and maintain personnel policies and practices for the DISTRICT.

3.8. Ensure all physical plant facilities and properties are kept in a good state of

repair and in operating condition.

3.9. Supervise all business affairs and ensure that all funds are collected and

expended to the best possible advantage.

3.10. Submit not less than monthly to the Board of Directors or its authorized

committee or officer reports showing the professional services and financial activities of the

DISTRICT and prepare and submit such special reports from time to time as may be required or

requested by the Board of Directors.

3.11. Attend all meetings of the Board of Directors.

3.12. Prepare and submit to the Board of Directors for approval, and maintain, a

plan of organization of the personnel and others concerned with the operations of the DISTRICT.

3.13. Prepare or cause to be prepared all plans and specifications for the

construction and repair of buildings, improvements, works, and facilities of the DISTRICT.

3.14. Maintain proper financial and patient statistical data and records; data

required by governmental, regulatory, and accrediting agencies; and special studies and reports

required for efficient operation of the DISTRICT.

3.15. Represent the Board of Directors as a member, ex-officio, of all its

committees and adjunct organizations, such as the Medical Staff and the Mammoth Hospital

Auxiliary, unless the Board of Directors directs otherwise or unless it or PARKER determines his

attendance and participation would be inappropriate or otherwise not in the best interests of the

DISTRICT.

3.16. Except for peer review, disciplinary matters, and other confidential matters

involving Medical Staff members, PARKER and his designated representatives shall have the

authority to attend all Medical Staff meetings and Medical Staff committee meetings and shall be

given notice of such meetings. PARKER and designated representatives shall be accorded the

courtesy of a voice in such meetings, but PARKER shall have no vote. Notwithstanding, the Board

of Directors or PARKER may determine from time-to-time whether it is inappropriate or otherwise

not in the best interests of the DISTRICT to attend or participate in any meetings.

83

6

3.17. Report to the Board of Directors on a regular basis within the scope and

purview of informing the Board on personnel matters involving the competency and performance

of all individuals and groups who provide patient care services at Mammoth Hospital, but who are

not subject to the Medical Staff peer review and privilege delineation process. Such competency

reports shall be received by the Board in executive or closed sessions in accordance with law.

3.18. Recruit physicians and other medical providers as the same may be needed

from time to time to meet medical services needs of the communities served by the DISTRICT.

3.19. Supervise independent contractor professional services agreements

between physicians and other medical providers and the DISTRICT.

3.20. Perform any other duties that may be necessary in the best interests of the

DISTRICT.

3.21. PARKER acknowledges and understands that as the CEO of a Local

Healthcare District and its hospital, he is a public officer and a public employee pursuant to

California law.

4. Loyal and Conscientious Performance of Duties. PARKER represents and

warrants to the best of his ability and experience, that PARKER will at all times loyally and

conscientiously perform all duties and obligations required of PARKER, either expressly or

implicitly, by the terms of this Agreement.

5. Devotion of Full Time to DISTRICT Business.

5.1. PARKER shall diligently and conscientiously devote his entire productive

time, ability, energy, knowledge, skill, attention and diligent efforts to the furtherance of his duties

and obligations to the DISTRICT during the term of this Agreement. As an exempt salaried senior

management and executive employee, PARKER shall work such hours as may be required by the

nature of PARKER’s job description and duties.

5.2. During the term of this Agreement, PARKER shall not engage in any other

business duties or pursuits, nor render any services of a commercial or a professional nature, to

any other person, organization, or entity, whether for compensation or otherwise, without the prior

written consent of the DISTRICT, which consent shall be within the sole and absolute discretion

of the Board of Directors of the DISTRICT.

5.3. This Agreement shall not be interpreted to prohibit PARKER from making

personal investments or conducting private business affairs, so long as those activities do not

materially or substantially interfere or compete in any way with the services required of PARKER

under this Agreement or would otherwise violate federal or California law, specifically including

84

7

without limitation, laws governing public officers and employees. PARKER shall not, directly or

indirectly, acquire, hold, or obtain any ownership or other financial interest in any business

enterprise competing with or similar in nature to the business of the DISTRICT or which may be

in contravention of any conflict-of-interest code or regulations adopted by any federal, state or

local agency, prohibition, law, rule, regulation, or ordinance, including any conflict-of-interest

code adopted by the DISTRICT.

6. No Conflict. PARKER represents and warrants to the DISTRICT that PARKER

has the capacity to enter into this Agreement and other agreements, if any, referred to herein, and

that the execution, delivery, and performance of this Agreement and such other agreements, if any,

by PARKER will not violate any agreement, undertaking, or covenant to which PARKER is a

party or is otherwise bound, including any obligations with respect to proprietary or confidential

information of any other person or entity.

7. Indemnification; Directors & Officers Insurance.

7.1. The DISTRICT shall indemnify and defend PARKER against reasonable

expenses (including reasonable attorney’s fees), judgments, fines and settlement payments

incurred by him in connection with such actions, suits or proceedings to the maximum extent

permitted by law and by the bylaws and governing documents of the DISTRICT in the event

PARKER is made a party, or threatened to be made a party, to any threatened or pending legal

action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the

fact that PARKER is or was an officer, manager, or employee of the DISTRICT, and in which

capacity PARKER is or was performing services within the course and scope of the employment

relationship and this Agreement.

7.2. The DISTRICT shall use reasonable commercial efforts to maintain

Directors & Officers insurance for the benefit of PARKER with a level of coverage comparable to

other hospitals and healthcare districts similarly situated to the geography, location, and scope of

operations of the DISTRICT.

8. Compensation and Benefits.

8.1. Base Salary. As of the date of this Agreement, PARKER’s annual salary is

Four Hundred Thirty-Six Thousand, Eight Hundred Ten Dollars ($436,810.00). On or about

November 30 of each Agreement term year, the Board of Directors shall conduct a performance

review (as provided for in Section 10), including salary and compensation, in light of the job

performance of PARKER, and the DISTRICT may, in its sole discretion, adjust salary and

compensation by amounts and inclusion or exclusion of benefits as it deems appropriate. There

shall be no reduction in salary. Any reduction in benefits must be similar to what is realized by

managerial and other full-time supervisory employees at Mammoth Hospital. Said sum shall be

paid in installments similar to pay periods for DISTRICT employees. It is agreed to by the parties

that the next performance review shall be completed by November 30, 2021. The foregoing annual

85

8

salary might be adjusted with the effective date of December 1, 2021. The annual salary shall be

paid in installments similar to pay periods for DISTRICT employees.

8.2. Retirement or Pension Benefits. The current 457 Plan in which PARKER

is a participant shall continue, so long as the DISTRICT maintains the Plan for its employees, and

shall include a 100% match, and all employer contributions shall not exceed legal limitations,

including without limitation Health & Safety Code §32121.6.

8.3. Paid Leave. In addition to any accrued paid leave as of the date of this

Agreement, PARKER shall be entitled to 320 hours paid leave after completion of each twelve

(12) month period of employment as CEO. Notwithstanding the foregoing, PARKER may use

paid leave as it accrues commencing as of the Effective Date of this Agreement. PARKER shall

not take more than two (2) consecutive work weeks of paid leave at one time, without prior written

authorization of the DISTRICT. PARKER may roll-over unused paid leave from one calendar

year to another, subject to the maximum accrual of paid leave as is set forth in the personnel

policies of the DISTRICT.

8.4. Health Insurance and Other Miscellaneous Benefits. The DISTRICT shall

supply at its expense and PARKER shall receive health insurance, dental coverage, and other

miscellaneous fringe benefits of employment that are similarly offered to managerial and other

full-time supervisory employees at Mammoth Hospital. The foregoing benefits shall include

spousal coverage.

8.5. Automobile. The DISTRICT shall provide to PARKER at the sole cost and

expense of the DISTRICT an automobile for the business and personal use of PARKER. The

DISTRICT will maintain all insurance coverage on the vehicle and pay all operating and

maintenance costs, including fuel.

8.6. Paid Major Medical Leave. PARKER shall receive and accrue paid major

medical leave as is provided to managerial and other full-time supervisory employees at Mammoth

Hospital. However, PARKER may roll-over unused paid major medical leave from one calendar

year to another, subject to the maximum accrual as is provided to managerial and other full-time

supervisory employees at Mammoth Hospital.

8.7. PARKER shall participate in the Mammoth Hospital Employee Success

Sharing Plan and the Strategic Management Incentive Program for each fiscal year during the term

of this Agreement. The DISTRICT shall pay to PARKER his participatory interest for each such

period. The foregoing program amounts for PARKER shall be the same formula used by the

DISTRICT for senior management staff.

8.8. PARKER acknowledges and understands the DISTRICT does not provide

“bonus pay” to its employees, including the CEO and other senior management.

86

9

9. Miscellaneous Leave Provisions.

9.1. Continuing Education and Professional Activities. The DISTRICT

encourages PARKER to participate in community functions, continuing education programs,

seminars, and other gatherings of professional organizations (e.g., District Hospital Leadership

Forum and the American College of Healthcare Executives). PARKER shall engage in a

reasonable number of these activities, with all reasonable tuition, attendance fees, travel and

lodging costs being paid by the DISTRICT, with such costs, and reimbursement thereof, being

subject to DISTRICT policies for DISTRICT managerial employees.

10. Performance Review. As referenced in Section 8.1, the Board of Directors shall

meet with PARKER to conduct a periodic review and performance evaluation. The DISTRICT

shall endeavor to meet in as confidential a manner as possible and in compliance with the Ralph

M. Brown Act (Government Code §§54950, et seq.). The Board of Directors, in its sole and

absolute discretion, may conduct such reviews and performance evaluations on a more frequent

basis.

11. Business Expenses. The DISTRICT shall promptly reimburse PARKER for

reasonable and necessary expenditures incurred by PARKER for travel, entertainment, and similar

items made in furtherance of PARKER's duties under this Agreement consistent with the policies

of the DISTRICT as applied to all management staff. PARKER shall document and substantiate

such expenditures as required by law and the policies of the DISTRICT, including an itemized list

of all expenses incurred, the business purposes for which such expenses were incurred, and such

receipts as PARKER reasonably can provide.

12. No Assignment by PARKER. Due to the uniqueness of services being rendered by

PARKER to the DISTRICT as provided for herein and that this Agreement is for personal services

of PARKER, PARKER shall not assign, sublet, delegate, or otherwise convey his rights and

obligations pursuant to this Agreement. Any attempt to so assign by PARKER shall be deemed

null and void and shall entitle the DISTRICT to immediately terminate this Agreement without

liability to PARKER.

13. Remedies. Enforcement of any provision of this Agreement shall be by proceedings

at law or in equity against any persons or entities violating or attempting to violate any promise,

covenant, or condition contained herein, either to restrain violation, compel action, or to recover

damages. Any and all remedies provided by this Agreement, operation of law, or otherwise, shall

be deemed to be cumulative, and the choice or implementation of any particular remedy shall not

be deemed to be an election of remedies to the mutual exclusion of any other remedy provided for

herein, by operation of law, or otherwise.

14. Attorney's Fees. In the event any action at law or in equity is initiated to enforce or

interpret the terms of this Agreement, or arises out of or pertains to this Agreement, the prevailing

87

10

party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition

to any other relief to which that party may be entitled.

15. Integration. It is intended by the parties that this Agreement be the final expression

of the intentions and agreements of the parties with regard to the subject matter of this Agreement.

In addition to the generality of the foregoing, the parties confirm, acknowledge, and agree this

Agreement includes all material terms and conditions agreed to between the parties regarding

compensation, deferred compensation, retirement benefits, severance or continuing compensation

after termination of the agreement, vacation pay and other paid time off for illness or personal

reasons, and other employment benefits that may or could differ from those available to other full-

time employees of the DISTRICT; the foregoing being in accordance with the provisions of Health

& Safety Code §32121.6.

This Agreement supersedes any and all prior or contemporaneous agreements,

either oral or in writing, between the parties hereto, and contains all of the covenants and

agreements between the parties. No other agreements, representations, inducements, or promises,

not contained in this Agreement shall be valid or binding. Any modification of this Agreement

shall be effective only if it is in writing, approved by the Board of Directors, and signed by the

party to be charged.

In the event of any conflict or inconsistency with any term or provision of this

Agreement and any written personnel policy or procedure of the DISTRICT, this Agreement shall

prevail, except as may otherwise be prohibited by law.

16. Effect of Waiver. No waiver of any breach of any term, covenant, agreement,

restriction, or condition of this Agreement shall be construed as a waiver of any succeeding breach

of the same or any other covenant, agreement, term, restriction, or condition of this Agreement.

The consent or approval of either party to or of any action or matter requiring consent or approval

shall not be deemed to waive or render unnecessary any consent to or approval of any subsequent

or similar act or matter.

17. Binding Effect: This Agreement shall be binding upon and inure to the benefit of

the heirs, executors, administrators, personal representatives, successors, and assigns of each of

the parties hereto. This provision shall not supersede or abrogate the provisions of Section 12.

18. Severance. In the event any term or provision of this Agreement is deemed to be

in violation of law, null and void, or otherwise of no force or effect, the remaining terms and

provisions of this Agreement shall remain in full force and effect.

19. Governing Law, Venue. This Agreement shall be interpreted under the laws of the

State of California. Exclusive venue for any legal action shall be Mono County, California.

20. Joint Preparation. This Agreement shall be deemed to be jointly prepared by all

88

11

parties hereto. In connection therewith, the provisions of Civil Code §1654 shall not be deemed

applicable in the event of any interpretation of this Agreement.

21. Attorney Representation. This Agreement has been prepared by David S.

Baumwohl, A Professional Corporation, general counsel to the DISTRICT. PARKER has been

advised to seek the advice and counsel of his own legal counsel in reviewing and executing this

Agreement. Legal counsel for the DISTRICT has not rendered any advice to PARKER in any

manner or form whatsoever.

22. Time. Time is expressly declared to be of the essence of this Agreement.

23. Public Document; No Confidentiality. The parties agree and acknowledge hereby

that upon full execution of this Agreement and the filing hereof in the official records and files of

the DISTRICT, this Agreement becomes a public document pursuant to California law, including

the California Public Records Act and Government Code §53262.

24. Facsimile Signatures; Counterparts. Facsimile signature pages shall be deemed

original signature pages and shall be admissible as the same in a court or other tribunal as though

such were originals. This Agreement may be executed in one or more counterparts, each of which

shall be deemed an original but all of which shall constitute one and the same instrument. All of

such counterpart signature pages shall read as though one, and they shall have the same force and

effect as though all of the signers had signed a single signature page.

* * * End of Text * * *

(Signature pages attached)

IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above

written.

SOUTHERN MONO HEALTHCARE DISTRICT

BY: ____________________________________

David M. Anderson,

Chair, Board of Directors

________________________________________

THOMAS S. PARKER

89

CHIEF EXECUTIVE OFFICER

4001

SINGLE FACILITY

Base Percentiles Inc Wtd Org Wtd MH MH

Salary # Fac # Ees 10th 25th 50th 75th 90th Avg Avg FY21 Quartile

Statewide 155 156 247,590$ 314,320$ 400,850$ 497,680$ 710,100$ 447,400$ 446,980$ 436,810$ 3rd

Southern California 78 78 249,200$ 306,830$ 399,140$ 518,050$ 760,410$ 463,930$ 463,930$ 436,810$ 3rd

Northern California 77 78 235,420$ 332,550$ 420,820$ 494,840$ 596,110$ 430,880$ 429,800$ 436,810$ 3rd

By Number of Full Time Equivalent Employees (FTEs)

Under 400 Employees 36 36 189,390$ 229,900$ 291,360$ 343,750$ 514,410$ 325,680$ 325,680$ 340 4th

300-800 Employees 44 44 272,490$ 309,550$ 351,180$ 400,600$ 520,360$ 375,000$ 375,000$ 340 4th

700-1300 Employees 34 34 297,500$ 335,700$ 382,200$ 462,330$ 574,130$ 413,910$ 413,910$

1200 - 2300 Employees 37 37 376,450$ 424,090$ 462,100$ 586,110$ 768,690$ 516,710$ 516,710$

Over 2000 Employees 39 40 387,170$ 440,000$ 492,500$ 656,760$ 998,000$ 598,770$ 600,960$

By Number of Occupied Beds

Under 100 Beds 55 56 225,000$ 276,540$ 325,700$ 398,400$ 518,450$ 358,450$ 355,640$ 5.06 4th

75 - 200 Beds 58 58 248,420$ 307,970$ 360,690$ 451,660$ 589,810$ 397,580$ 397,580$

175 - 300 Beds 36 36 291,740$ 380,910$ 454,990$ 675,710$ 882,250$ 541,570$ 541,570$

275 - 400 Beds 26 26 366,140$ 424,330$ 455,000$ 510,040$ 792,400$ 506,020$ 506,020$

Over 350 Beds 19 19 337,610$ 414,360$ 499,030$ 684,010$ 840,000$ 560,760$ 560,760$

By Total Operating Expenses

Under $50 MM TOE 21 21 178,600$ 205,900$ 235,660$ 309,510$ 348,000$ 264,510$ 264,510$

$25 - $100 MM TOE 32 32 236,960$ 276,540$ 309,310$ 365,540$ 486,420$ 330,140$ 330,140$ $73 MM 4th

$75 - $200 MM TOE 32 32 259,010$ 307,890$ 332,350$ 371,740$ 523,960$ 377,890$ 377,890$

$150 - $400 MM TOE 39 39 329,990$ 355,820$ 400,910$ 500,010$ 726,270$ 455,060$ 455,060$

Over $350 MM TOE 65 66 382,110$ 432,400$ 471,050$ 549,780$ 843,000$ 546,360$ 546,860$

By Locale

Urban/Suburban 135 136 260,500$ 330,000$ 429,780$ 512,590$ 733,390$ 464,610$ 464,250$ 3rd

Rural 20 20 233,450$ 263,600$ 324,470$ 364,540$ 446,790$ 330,390$ 330,390$ 4th

Salary Base Inc Compa- MH

Structure* # Fac Minimum Midpoint Maximum Spread% Wtd Avg Ratio C. Ratio

Statewide 82 364,910$ 444,245$ 523,580$ 43% 447,400$ 98% 436,810$ 0.98

Southern California 42 365,990$ 457,770$ 549,550$ 50% 463,930$ 99% 436,810$ 0.95

Northern California 40 363,780$ 430,050$ 496,320$ 36% 430,880$ 98% 436,810$ 1.02

By Locale

Urban/Suburban 71 378,440$ 458,885$ 539,330$ 43% 464,610$ 98% 436,810$ 0.95

Rural 11 277,610$ 349,790$ 421,970$ 52% 330,390$ 104% 436,810$ 1.25

Annual Percentiles Base Inc Bonus Inc % of Average MH % of

Bonus # Fac #Ees 25th 50th 75th Wtd Avg Wtd Avg Salary Target % Salary

Statewide 95 96 87,850$ 147,080$ 194,330$ 481,060$ 160,030$ 33% 35% 17,472$ 4%

Southern California 44 44 70,550$ 159,990$ 224,180$ 538,650$ 182,750$ 34% 34% 17,472$ 4%

Northern California 51 52 90,450$ 142,090$ 178,340$ 432,340$ 140,810$ 33% 37% 17,472$ 4%

Total Cash Percentiles Inc Wtd Org Wtd MH

# Fac # EEs 10th 25th 50th 75th 90th Avg Avg Quartile

Statewide 155 156 268,380$ 335,710$ 504,480$ 645,970$ 822,680$ 545,890$ 545,010$ 454,282$ 2nd

Southern California 78 78 269,350$ 313,540$ 490,200$ 663,190$ 960,600$ 567,020$ 567,020$ 454,282$ 2nd

Northern California 77 78 255,640$ 386,280$ 514,380$ 642,700$ 748,250$ 524,750$ 522,700$ 454,282$ 2nd

Source:

2020 AFH Excutive Compensation Report

Prepared by HASC, FutureSense, LLC and Maseke, Inc

Salary Ranges

Glossery of Terms

90

Glossery of Terms

Compa-ratiosThe ratio of an actual pay rate (base salary) to the midpoint for the respective pay range.

PercentilesA percentile is a point in a distribution of values. If there is not specific value at that point, we interpolate between the two nearest values. The following percentiles are utilized to summarize and interpret the range of survey responses:

* 10th Percentile: The point in the distribution where one-tenth of the values are lower and nine-tenths are higher (low end of market practices.

* 25th Percentile: The point in a distribution where one-fourth of the values are lower and three-fourths are higher. This is often referred to as the First Quartile.

* 50th Percentile: The middle value where one half of the values are lower and one halft are higher. The 50th Percentile is o ften referred to as the Median or

middle score. this point marks the top of the Second Quartile in a range of values. Both the Average and the Median are valid indicators of the midpoint of

market practices.* 75th Percentile: The point in a distribution where three-fourths of the values are lower and one-fourth are higher. This is often

referred to as the Third Quartile. * 90th Percentile: The point in the distribution where nine-tenths of the values are lower and one-tenth are higher

(high end of market practices).A percentile is usually different than a percent and either slightly higher or lower, depending on the range of the market data.

Salary RangeA specified component of a salary structure consisting of a defined range of salaries that an organization is willing to pay a job or group of jobs often referred to as a salary grade. Salary structure is calculated by and organization weighted average. A SalaryRange usually has the following components:

* Minimum: The lowest value in an established salary range.* Midpoint: The middle value between the Minimum and Maxiumum of an established salary range.* Maximum: The highest value in an established salary range.

Salary Range SpreadThe distance between the Minimum and Maximum of a Salary Range. Calculated in one of two ways:

* Spread as a Percent of Midpoint = (Maximum - Minimum)/Minimum) x 100* Spread as + or - a Percent of Midpoint = +/- ((Maximum - Midpoint)/Midpoint) x 100

Total Operating ExpensesTotal operating expenses as defined by OSHPD is “total costs incurred by revenue-producing and non-revenue producing cost centers for providing patient care at the hospital. Exclude non-operating expenses, provisions for income taxes, and provisions for bad debts.”

Weighted Average (Average Salary, Weighted by Incument)The sum of the average pay rates of each institution multiplies by the number of incumbents at the institution, divided by the total incumbents in the position.

91

2018 Press Ganey Guardian of Excellence Award Winner 2017 Hospital Quality Institute Award Winner

________________________________________________________________________________________________________Mammoth Hospital



SBAR DATE: September 16, 2021 TO: Hospital Board FROM: Mark Lind, CIO; Kevin Larsen, Medical Imaging Manager RE: Contract Approval for Siemens Fluoro Modality

Situation:

Current Philips Fluoro Modality is past end of life and requires replacement to continue to provide this essential service.

Background:

We are signing for the equipment purchase and service contract purchase at this time but won’t approve the final construction contract until the facility modifications are fully designed and approved by OSHPD. We have an accurate projected estimate of these costs, which includes continency for any unforeseen complications.

The project is “a turn key” construction project with the first stage being a design and plan creation phase for $76, 447. The second phase will be a construction quote done after the plans are created and accepted by OSHPD. Due to fluctuations in construction costs the builders are unable to commit to a fixed max price quote until they have the room designed, OSHPD has approved it, and construction materials costs are known. then being able to adjust the quote up or down depending on the market.

Assessment:

With the construction phase of the project having some unknowns, it is a reasonable accommodation to the vendor (Siemens) and construction company to help them mitigate their risk in bidding on the project and hopefully bring us the chance to realize some savings in the final construction.

Recommendation:

92


2018 Press Ganey Guardian of Excellence Award Winner 2017 Hospital Quality Institute Award Winner




Approve the contracts as presented. There will be some variation in construction costs in the range of plus or minus 10-15% before final approval.

Attached are:

1. The Construction Design Proposal listed at $76,447 to be paid now. Expected balance of construction to be around $545,000 once the design is completed.

2. The Equipment Contract - No cost until delivered. One time cost: $681,731

3. The Service Contract - No cost until after equipment warranty expires. Annual cost: $90,391

93


Healthcare

Design Construction Services Proposal No. 21-56-1195-6 Sales Quote No. CPQ-254801 Proposal Expiration 12/29/21

Confidential 110 Macalyson Court 919.468.7318 ph. Cary, NC 27511 1 of 10 919-468-7321 fax

September 2, 2021 Mammoth Hospital 85 Sierra Park Road Mammoth Lakes, CA 93546 RE: Design of site modifications to support the installation of medical equipment by Siemens Medical Solutions USA, Inc. Artis Zee MP & Ysio Max (RF Room) This Scope of Work was developed after a site visit was performed by AMB Construction on March 5, 2021. Site-specific drawings will be produced upon receipt of your purchase order. Equipment requirements were based on a set of Siemens Preliminary drawings. Please review the attachments listed below: Scope of Work Siemens Preliminary drawing # 2100668RA dated 2/15/2021 Attached Conceptual Plan Siemens is pleased to present our Design Proposal for the proposed RF Room project located at Mammoth Hospital in Mammoth, CA. This proposal includes design documents for Architectural, Mechanical, Electrical, Structural Engineering and all OSHPD Plan Check coordination as required for issuance of the building permit. This proposal shall be considered Part A of a two part proposal with Part B construction pricing being submitted after design development and approval by OSHPOD. This proposal is not a standalone A&E proposal and is void unless Part B is executed. This proposal includes Architectural/Engineering services to complete the required design documents in accordance with Siemens Equipment Specifications, Owner requirements and the attached Conceptual Plan. Our price for the design work outlined in this proposal is: $76,447.00 (Seventy-six thousand four hundred forty-seven dollars and 00/100) which includes only those items outlined in the attached Scope of Work. An order of magnitude budgetary balance of $544,221.00 is anticipated to complete construction of the improvements upon completion of the design documents and OSHPOD approval. The exact construction price will be established via a bidding process conducted by our General Contractor to qualified General, Electrical and Mechanical trade subcontractors upon completion of the design documents and approval by OSHPD. The above stated pricing is based on our knowledge of the equipment, an initial inspection of the site and the enclosed Scope of Work. Any additions or deletions to the Scope of Work will be presented as a Change Order to the contract.

94

Healthcare



Siemens will contract with AMB Construction for the design work outlined to accommodate the quoted Siemens equipment. This quotation is valid through December 29, 2021. Please be advised that the enclosed Scope of Work represent the confidential information of Siemens (collectively, the “Confidential Information”). You may not copy, reproduce, distribute, disclose, summarize or disseminate in any way or form any of the Confidential Information except to your own employees who have a reasonable need to know the Confidential Information for purposes of evaluating Siemens’ proposal, and who are advised as to the confidential and proprietary nature of the Confidential Information and the restrictions on use. You may use the Confidential Information solely for the purpose of evaluating Siemens’ proposal to provide the services outlined in the Scope of Work, and you shall treat the Confidential Information with the same degree of care to avoid disclosure to any third party as is used with respect to your own information of like importance which is to be kept secret. To acknowledge your understanding of the Scope of Work, and the terms set forth in this letter, please return your delivery order to Siemens. Siemens thanks you for this opportunity and looks forward to completion of a successful project. Sincerely,

Robert Hamm, PMP Director, Design Construction Services Siemens Medical Solutions USA, Inc.

95

Healthcare



Scope of Work The following DCS Proposal No. 21-56-1195-6 dated September 2, 2021, Scope of Work defines the Architectural and Engineering Design proposed to support installation of both Artis Zee MP & Ysio Max at Mammoth Hospital. It is based on a Concept Plan (attached) and Preliminary Drawing #2100668RA dated 2/15/2021, for Artis Zee MP & Ysio Max systems with both systems located in a single RF Room. This scope and price are subject to change if site conditions change. Division 0: Special Sections

Architectural and Engineering Design

1. Provide a complete set of NON-BID Architectural/Engineering drawings inclusive of all details, notes, specifications, schedules, and elevations required to obtain approval from OSHPD. Siemens shall not be required to commence with design drawings without written approval from Owner. Upon receipt of all required information and sign offs, including Equipment specifications and Final Equipment drawings, Siemens shall submit drawings to OSHPD within (60) calendar days. All responses for back check corrections and comments from OSHPD are included. The design services included in this proposal are based on completing this project as a Design-Build.

2. All Architectural and Engineering services to be completed by professionals licensed in the State of California and shall include Architectural, Structural, Mechanical, and

Electrical only. Physicist calculations are included as part of design documents 3. Provide all coordination, Travel, Blueprinting and Processing of Permit paperwork as required

to obtain OSHPD approvals. Any OSHPD plan check fees, if applicable, are excluded from this proposal and will be billed from OSHPD directly to Mammoth Hospital.

4. The following scopes of work are excluded and shall be design-build by the owners designated

vendor(s), during the construction phase, if applicable: Fire alarm, Nurse Call, Phone/Data Cabling, Fire Sprinklers, and Security System.

5. Revisions to the drawings after final layout is approved will be performed on a time and material

basis based on the labor rates included herein. This cost shall be in addition to this proposal amount.

6. ADA design requirements outside of the immediate work area as may be required by OSHPD to fulfill ADA quotas are excluded. Any ADA upgrades to the building outside our

work area or parking lot shall be extra services. 7. Overall proposal is based on existing building construction meeting current ADA, title 24,

Seismic requirements and Parking requirements.

96

Healthcare



8. Governmental Agency Fees are excluded. 9. Special studies, including but not limited to, life cycle cost analysis, emissions studies, Parking Studies, solar energy studies and traffic studies are excluded. 10. Specialized audio-visual and acoustical consulting services are excluded. 11. Destructive testing and inspection to identify concealed existing conditions are excluded. 12. Electrical service load recordings, water, sewer, natural gas, and other public utility service capacities and existing conditions are excluded. 13. Emergency or backup generator equipment are excluded. Electrical service upgrades are

excluded. This proposal assumes the Hospital electrical distribution system has capacity for all proposed equipment.

14. Preparation of existing as-built conditions. Proposal is based on the owner providing a

complete set of construction documents for the existing structure. HOURLY RATES FOR ADDITIONAL SERVICES (IF REQUIRED):

Sr. Principal Architect $190.00 /Hr. Project Captain $ 90.00 /Hr.

Sr. CADD Operator $ 85.00 /Hr. Clerical $ 65.00 /Hr. Structural Engineer $ 190.00 /Hr. Mechanical Engineer $ 190.00 / Hr. Electrical Engineer $ 190.00 /Hr. Interior Designer $ 85.00 /Hr.

1. Architectural and M.E.P. engineering fees are included and to be performed by AMB

Construction. Our A&E design is based on the Concept Drawing drawings provided below. 2. We have assumed that the Hospital has all the required support areas as well as sufficient power

and HVAC available in the vicinity of the planned improvement. 3. The design fee assumes that the plan is essentially set (aside from minor adjustments that may

be required) as depicted on the attached Siemens Concept Drawing. 4. We have excluded:

4.1. Vibration or EMI testing. 4.2. Acoustical/Vibration consultation

97

Healthcare



4.3. Traffic/Parking consultation 4.4. FF&E 4.5. Aesthetic/Graphic design of finishes 4.6. Geotech investigation, reports, or recommendations 4.7. Environmental surveys, studies, or reports 4.8. Landscape design 4.9. Civil engineering 4.10. Code consultation 4.11. Construction cost estimating consultation 4.12. Energy consultation 4.13. Environmental consultation 4.14. Environmental graphic design 4.15. Exterior envelope consultation 4.16. Life safety/fire protection consultation 4.17. Lighting consultation 4.18. Transportation consultation 4.19. Vertical transportation consultation 4.20. Waterproofing consultation 4.21. Wind testing consultation 4.22. Any design work related to OSHPD requirements to provide temporary facilities.

5. Design Duration 5.1. Design – 60 calendar days 5.2. Drawing Approval – Not Included 5.3. Permitting – Not Included 5.4. Submittals – Not Included 5.5. Construction – Not Included

98

Healthcare



Siemens Concept Drawing

Concept Plan overlaid onto Siemens Preliminary Drawing # 2100668RA dated 2/15/2021.

99

Healthcare



Standard Form of Agreement

Between Siemens Medical Solutions USA, Inc. and Client For Modification of Client Premises for the

Installation of Medical Equipment

DOCUMENT 00001A CLIENT GENERAL CONDITIONS FOR CONSTRUCTION

GENERAL To facilitate the administration of the purchase of Medical Equipment (“Equipment”), modification of the Client’s premises and installation of the Equipment (“Project”), the Client has requested that Siemens Medical Solutions USA, Inc. (“Siemens”) act as the Client’s agent in obtaining the necessary services of licensed contractors, architects, engineers and consultants, as necessary, to modify the Clients’ premises for the installation of the Equipment. The Client acknowledges and agrees that Siemens is not licensed to perform architectural services and in no event shall anything contained herein require or be interpreted to require Siemens to perform any architectural services which would require such licensing. All architectural services relating to the Project shall be performed, respectively, by the Architect and necessary engineers, consultants and contractor retained by Siemens for the Project. Client agrees to reimburse Siemens for all cost and other obligations incurred by Siemens in connection with retention of architects, engineers, consultants and contractors in connection with the Project. Client agrees to perform all duties and furnish all information required of the Client in the contracts between Siemens and architects, engineers, consultants and contractors that are incorporated into this contract. The Client is to sign a copy of the Equipment documents/architectural and engineering documents as an indication of Client’s acceptance of those documents and notice to proceed with the construction and the delivery and installation of the Equipment. RESPONSIBILITIES The Client shall designate a representative authorized to act on the Client’s behalf with respect to the Project. The Client or such authorized representative shall render decisions in a timely manner in order to avoid unreasonable delays in the orderly and sequential progress of the design and construction of the Project. The Client shall furnish information, including as-built drawings, plans and specifications describing physical the characteristics of the Project premises (“As-build documents”). As-build documents can be provided by Siemens as “extra services” and billed to the Client. Prior to any work commencing, the Client shall promptly obtain all necessary easements, zoning variances, permits (with the assistance of Siemens, the architect and the contractor, as necessary), approvals, legal authorizations, and other State and local approvals required for the completion of the Project, and shall pay all cost and expenses associated therewith. Where applicable, the Client shall furnish surveys describing physical characteristics, legal limitations and utility locations for the Project site, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements, and adjoining property and structures; adjacent drainage; right-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings other improvements and trees; and information concerning available utility service lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark.

100

Healthcare



RESPONSIBILITIES (continued) The above information can be provided by Siemens, as “extra services” and billed to the Client. Where applicable, the Client shall furnish and pay for the services of all necessary geotechnical engineers when such services are stipulated or deemed reasonably necessary. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing values, percolation test, evaluations of hazardous materials, ground corrosion and resistively test, and necessary operations for anticipation subsoil conditions. The services of geotechnical engineer(s) or other consultants shall include preparation and submission of all appropriate reports and professional recommendations. The Client shall disclose, to the extent known, the results and reports of prior tests, inspections or investigation conducted for the Project or otherwise with respect to the Project site or which may otherwise affect the Project, involving the following: structural or mechanical systems; chemical, air and water pollution; hazardous materials; or other environmental and subsurface conditions. The Client must identify all hazardous materials (including, but not limited to, asbestos) and provide abatement at the expense of the Client prior to the commencement of any construction. Any cost associated with delays in the Project schedule resulting from hazardous material surveys and abatement programs shall be borne by the Client. TIME If Siemens is delayed at any time in the progress of the work by the Client, Client’s employees or agents, or separate contractors employed by the Client, or by changes in the work, or labor disputes, fire, adverse weather conditions not reasonably anticipated, unavoidable casualties or other causes beyond the contractor’s or Siemens’ reasonable control, or by delay authorized by the Client and agreed to by Siemens and the contractor, then the Contract Time is to be extended by Change Order and any costs and expenses associated with the delay, including extended general conditions of the contract, are to be paid by the Client. PRICING Pricing for construction is valid for 120 days from the signing date of this agreement. If the project is delayed more than 120 days through no fault of Siemens or the contractor, the price is subject to change. CHANGE ORDERS Change Order pricing will include a 15% overhead markup to cover insurance, project management time, processing, bookkeeping and other costs of providing this service. CHANGES IN WORK To the extent that it is consistent with applicable terms or policies of insurance, the Client and Siemens hereby waive any rights of subrogation against each other and the contractor, subcontractors, architect and other design professionals, and their respective agents and employees, for damages caused by fire or other perils. Siemens shall require similar waivers in favor of the Client and Siemens from the contractor and all subcontractors (any tier). Changes in the Work may be accomplished without invalidating this agreement. Changes will not commence until Client, contractor, and Siemens have reviewed and approved the effect such changes will have on the construction cost and schedule, and evidence such change by executing an AIA Change Order G701 document or similar document. The Client is not authorized to modify the Scope of the Work at any time without first having both the revised cost and construction schedule defined and agreed to by Siemens and the contractor. When the Client, Siemens and contractor agree upon the adjustments in the Contract Sum and Contract Time, such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. The Client will pay all cost of additional work requested by the Client.

101

Healthcare



CONCEALED CONDITIONS If conditions are encountered at the Project site which are subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents, or unknown physical condition of an unusual nature which differ naturally from those ordinarily found to exist and generally recognized as inherent in the construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other parties promptly before conditions are disturbed. The parties shall execute a Change Order equitably adjusting the Contract Sum and Contract Time for such concealed or unknown conditions. The Client will pay all cost associated with concealed conditions. WORK BY CLIENT The Client reserves the right to perform construction or operations related to the Project with the Client’s own forces and to award separate contracts in connection with other portions of the Project or other construction or operations on the Project site under conditions of insurance and waiver of subrogation identical to Siemens. The Client shall be responsible for coordinating the work of its own forces and/or separate contractors with the Work of the contractor retained by Siemens for the Project. If delays occur by the use of Client forces or separate contractors, all deadlines under the construction documents will be extended for a period of time no less than the period of the delay, and the Client will be responsible for all additional costs and expenses, including extended general condition costs associated with any such delays. COMPLETION OF THE PROJECT When the Work or designated portion thereof is substantially complete, the contractor will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, and warranty start date, the responsibilities of contractor, Siemens and the Client, and the time within which the contractor shall finish all items on the list accompanying the Certificate. The Certificate of Substantial Completion will be signed by the Client, Siemens and the contractor DISPUTE RESOLUTION Claims, disputes or other matters in question between the parties shall be subject to and decided by mediation or arbitration. Such mediation shall be conducted in accordance with the Construction Industry Mediation or Arbitration Rules of the American Arbitration Association currently in effect. Prior to the institution or any arbitration proceeding, the parties shall endeavor to settle disputes by mediation. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. INDEMNIFICATION Siemens shall indemnify and hold harmless the Customer, its officers, directors, employees and agents against all third party claims, losses, damages and expenses (including reasonable attorneys’ fees) for bodily injuries and damages to real and tangible personal property to the extent arising or resulting from the negligence of Siemens, its directors, officers, employees and agents (including subcontractors) in connection with the performance of work under this Agreement. Customer shall indemnify and hold harmless Siemens, its officers, directors, employees and agents against all third party claims, losses, damages and expenses (including reasonable attorneys’ fees) for bodily injuries and damages to real and tangible personal property to the extent arising or resulting from the negligence or misconduct of Customer, its directors, officers, employees and agents (including its subcontractors, if any). The obligations of indemnity shall survive the expiration or termination of the Agreement.

102

Healthcare



USE OF DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS The Drawings, Specifications and other documents prepared by the architect for this Project are instruments of services for use solely with respect the this Project and shall not be used by the Client or others on other projects, for additions to this Project or for completion of the Project by others, except by agreement in writing and with appropriate compensation to the architect. RESPONSIBILITY FOR CONSTRUCTION COST Evaluations of the Client's project budget and preliminary estimates of Construction Cost prepared by Siemens and/or its consultants represent Siemens’ and/or its consultants’ best judgment. It is recognized, however, that neither Siemens and/or its consultants nor the Client has control over the cost of labor, materials or equipment, over the contractor's methods of determining bid prices or over competitive bidding, market conditions or negotiation condition. Accordingly, Siemens cannot and does not warrant or represent that actual bids or negotiated prices will not vary from the Client's budget or from any estimate of Construction Cost prepared or agreed to by Siemens. WARRANTY All warranty claims for the Project will be directed to the contractor awarded the work for the Project. Siemens offers no specific warranties for work performed other than specific warranties agreed to by the contractor and subcontractors who perform the work, and other than warranties with respect to the Medical Equipment manufactured by Siemens. Siemens agrees to provide the Client with names and telephone number of contact person for all such claims. LIMITATION OF LIABILITY In no event will either party be liable to the other for any lost profits, lost savings, lost revenues, loss of use, or for any special, indirect, incidental or consequential damages whether based on contract. Tort (including negligence), strict liability or any other theory of form of action, even if a party has been advised of the possibility thereof, arising out for or in connection with this agreement. INCONSISTENCIES In the event of any inconsistencies between the terms of this agreement and the Siemens Terms and Conditions of Sale with respect to the Medical Equipment, the terms of this agreement shall prevail. TO ACKNOWLEDGE YOUR AGREEMENT WITH THE INFORMATION SET FORTH HEREIN, PLEASE SIGN IN THE SPACE INDICATED BELOW AND PROMPTLY RETURN A COPY TO THE UNDERSIGNED

SIEMENS MEDICAL SOLUTIONS USA, INC. CLIENT:

Authorized Signature Authorized Signature

Printed Name Printed Name

Title Title

Date Date

103

Siemens Medical Solutions USA, Inc. 40 Liberty Boulevard, Malvern, PA 19355

SIEMENS REPRESENTATIVE Christopher Lewis - +1 (559) 362-2607

[email protected]

Created: 08/09/2021 18:50:52 Siemens Medical Solutions USA, Inc. Confidential Page 1 of 30 P-MQ-002167-1-1

Customer Number: 0000015821 MAMMOTH HOSPITAL 85 SIERRA PARK RD MAMMOTH LAKES, CA 93546

Date: 08/09/2021

Siemens Medical Solutions USA, Inc. is pleased to submit the following quotation for the products and services described herein at the stated prices and terms, subject to your acceptance of the terms and conditions on the face and back hereof, and on any attachment hereto. Table of Contents Page Ysio Max for chest X-ray (Quote Nr. CPQ-255129 Rev. 1)..................................................................................... 3 Artis zee MP -right (Trolley) (Quote Nr. CPQ-254857 Rev. 3) ................................................................................ 7 OPTIONS for Artis zee MP -right (Trolley) (Quote Nr. CPQ-254857 Rev. 3) ........................................................ 12 General Terms and Conditions ............................................................................................................................ 14 Warranty Information .......................................................................................................................................... 25 Cut Sheets .......................................................................................................................................................... 27 Contract Total: $ 646,830 (total does not include any Optional or Alternate components which may be selected) Proposal valid until 09/30/2021 Notes for Quote Nr CPQ-255129 : Estimated Delivery Date: June 2022 Delivery dates and other contractual obligations of Seller may change due to the effects of the Covid-19 epidemic or other epidemic, including delays and disruptions in the supply chain, manufacturing, or execution as well orders by authorities and prioritization of (new and existing) orders of customers which are essential for the public healthcare. The magnitude of such changes cannot be predicted and might be substantial because it depends on the development of the Covid-19 epidemic or other epidemic. This offer is only valid if a firm, non-contingent order is placed with Siemens and a signed POS contract must accompany the equipment order. This offer is only valid if firm, non-contingent orders for the following quotes are simultaneously placed with Siemens: CPQ-254857 Artis Zee MP CPQ-255129 Ysio Max The parties hereby expressly agree that the Premier Healthcare Alliance, L.P. Group Purchasing Agreement—Imaging Products and Services effective October 1, 2015 (Contract Number(s) PP-IM274) and Siemens Terms and Conditions of Sale and Software License Schedule attached hereto shall govern the purchase of Products pursuant to this Quotation.

104



[email protected]


This Quotation is specific to MAMMOTH HOSPITAL, and contains information which is confidential and proprietary to Siemens, including but not limited to discounts and pricing. The Customer may not distribute or disclose this quotation or any portion hereof to, or discuss any of the information (including pricing) contained herein with, any other customer or consultant, buying group, or other third party. This quote is based upon standard delivery terms and conditions (e.g., standard work hours, first floor delivery, etc.), basic rigging, mechanical installation and calibration. Siemens Medical Solutions USA, Inc., Project Management shall perform a site-specific assessment to ascertain any variations that are out of scope and not covered by the standard terms (examples such as, but not limited to: larger crane, nonstandard work hours, removal of existing equipment, etc.). Any noted variations identified by Siemens Project Management shall remain the responsibility of the customer and will be subject to additional fees. Notes for Quote Nr CPQ-254857 : Estimated Delivery Date: June 2022 Delivery dates and other contractual obligations of Seller may change due to the effects of the Covid-19 epidemic or other epidemic, including delays and disruptions in the supply chain, manufacturing, or execution as well orders by authorities and prioritization of (new and existing) orders of customers which are essential for the public healthcare. The magnitude of such changes cannot be predicted and might be substantial because it depends on the development of the Covid-19 epidemic or other epidemic. This offer is only valid if a firm, non-contingent order is placed with Siemens and a signed POS contract must accompany the equipment order. This offer is only valid if firm, non-contingent orders for the following quotes are simultaneously placed with Siemens: CPQ-254857 Artis Zee MP CPQ-255129 Ysio Max The parties hereby expressly agree that the Premier Healthcare Alliance, L.P. Group Purchasing Agreement—Imaging Products and Services effective October 1, 2015 (Contract Number(s) PP-IM272) and Siemens Terms and Conditions of Sale and Software License Schedule attached hereto shall govern the purchase of Products pursuant to this Quotation. Accepted and Agreed to by: Siemens Medical Solutions USA, Inc. MAMMOTH HOSPITAL By (sign): By (sign): Name: Christopher Lewis Name: Title: Title: Date: Date: By signing below, signor certifies that no modifications or additions have been made to the Quotation. Any such modifications or additions will be void. By (sign): _____________________________

105



[email protected]


Quote Nr: CPQ-255129 Rev. 1

Terms of Payment: 00% Down, 80% Delivery, 20% Installation Free On Board:Destination

Purchasing Agreement: PREMIER PURCHASING PARTNERS LP

PREMIER PURCHASING PARTNERS LP terms and conditions apply to Quote Nr CPQ-255129

Customer certifies, and Siemens relies upon such certification, that : (a) PREMIER PP-IM-274 GEN RAD is the sole GPO for the purchases described in this Quotation, and (b) the person signing this Quotation is fully authorized under the Customer’s policies to choose and indicate for Customer such appropriate GPO.

Ysio Max for chest X-ray

All items listed below are included for this system: (See Detailed Technical Specifications at end of Proposal.)

Qty Part No. Item Description 1 14448926 Ysio Max

Ysio Max is a complete family of digital radiography solutions that recognize the individuality of your clinical imaging routine and can be perfectly tailored to match your imaging requirements. Different optional levels of system automation and remote control enable a perfect balance of patient focus and economic success. This universal digital radiographic workplace for skeletal radiography of the recumbent, standing or seated patient utilizes up to four permanently installed or wireless flat detectors. The syngo FLC digital one-stop workflow from patient registration to image documentation offers fast and easy operation for consistent exam settings and a consistent image impression*. Following items are included in the standard delivery: - Optitop tube - 65 kW generator - Keyboard/Mouse - Grid holder - Storage capacity: 10.000 RAD images - CD / DVD recorder * The description in the "DICOM Conformance Statement" downloadable from the Internet is exclusively binding for the functionality of the DICOM interface(s).

1 14448929 Bucky wall stand for MAX wi-D Floor-mounted Bucky wall stand with height-adjustable and tiltable detector tray for a MAX wi-D flat detector for digital acquisitions. With IONTOMAT three-field chamber and Bucky frame. Detector tray operated from the left/right side. Vertical height adjustment and detector tilt possible from both sides.

1 14436591 MAX wi-D

106



[email protected]


Light, wireless, mobile detector 35 cm x 43 cm (14" x 17"), with handle for comfortable and safe operation. Thanks to the MAXswap function, the detector can be used with all MAX systems. It can be automatically charged in the system’s detector holder.

1 14436593 MAX wi-D Clip-on Grid 5/85 F115 Grid (5/85), f 115 cm Highly selective anti-scatter grid for scattered radiation reduction: – Pb 5/85 (grid ratio 5:1, 85 lines/cm) – Grid focusing for SID 115 cm (45")

1 14428861 Transparent grid 13/92, Universal Highly selective anti-scatter grid for scattered radiation reduction.

1 14448930 80 kW Upgrade An upgrade of the high-frequency X-ray generator from 65 kW to 80 kW power, to improve performance and expand the spectrum of possible applications.

1 14443367 SmartOrtho License SmartOrtho is an automated tilting technique for long leg and full spine imaging. Up to 4 single images can be acquired to cover the selected region with the patient in standing or lying position. The images are automatically composed into a single image on the imaging system.

1 14459939 Multipurpose stand The multipurpose stand stabilizes the patient during upright examination, such as long leg and long spine imaging to prevent motion artifacts. It allows the safe movement of the bucky tray during the image acquisition procedure. The stand is light weighted, easy to maneuver even through doors and provides height adjustable handgrips for the patient. The package includes: - Patient hand grips, left and right - Additional platform for smaller patients (e.g. children) and to make sure that the whole patient body can be mapped

1 14460089 Multipurpose stand ruler and holder Ruler for measurements on acquired images (e.g. on composed long leg images). The ruler holder slides onto a rail at the column of the stand and can be adjusted according to region of interest. The length of the ruler: 1m

1 14409330 19"Color Flatscreen Display LCD color flat screen display with high luminance and extended field of view.

1 04434028 DICOM WORKLIST & MPPS Import of patient/examination data from an external RIS (Radiology Information System) /HIS (Hospital Information System) patient management system with DICOM MWL (Modality Worklist) as well as feedback on the examination status with DICOM MPPS (Modality Performed Procedure Step).

1 14407006 Caremax plus HS Integrated CAREMAX plus DAP meter for measuring the dose-area product (DAP) and/or standardized patient entry dose. Resolution 0.01 µGym².

1 XPRF_EDUOPTION1

Clinical Education & Training: Option 1 Siemens offers multiple options for clinical education and training on your new system. These options enable a more personalized approach to the introduction to system operation, features, and benefits and will help ensure that your technologists and physicians have the opportunity to engage in the level of training that best meets your current clinical needs and business objectives. The following items are the training and education modules essential for the operation of your new Siemens system and are recommended for technologists and/or physicians with prior knowledge and experience on the same or similar Siemens’ system.

107



[email protected]


1 XPRF_INITIAL_24

Initial onsite training 24 hrs Up to (24) hours of on-site clinical education training, scheduled consecutively (Monday – Friday) during standard business hours for a maximum of (4) imaging professionals. Training will cover agenda items on the ASRT approved checklist. Uptime Clinical Education phone support is provided during the warranty period for specified posted hours. This educational offering must be completed (12) months from install end date. If training is not completed within the applicable time period, Siemens obligation to provide the training will expire without refund.

1 XPRF_REMOTEMAP

Remote Mapping Acceleration For new system mapping and/or database configuration, Siemens will work remotely to configure the provided information to help accelerate the transition to the new system. The correct RIS worklist must be provided by the customer in a format specified by Siemens to prepare the new parameters for loading into the new system. This educational offering must be completed the later of (12) months from install end or purchase date. If training is not completed within the applicable time period, Siemens obligation to provide the training will expire without refund.

1 XPRF_VFOLLUP

Virtual Follow Up Consultation This virtual follow up consultation session is designed to reinforce essential clinical applications and workflow concepts following an onsite training event. Through direct communication with a clinical education specialist, there will be opportunity to review, discuss and receive recommendations on clinical practices using your Siemens system. One hour consultation session will be scheduled during standard business hours, Monday through Friday. This educational offering must be completed within 30 business days of onsite training event. If training is not completed within the applicable time period, Siemens obligation to provide the training will expire without refund.

1 AXD_RIG_DIGRAD_STD

Standard Rigging DigRad

1 PW5P850G Eaton 5P 850G Tower UPS 850VA / 600W Input: IEC C14 Output: (6) IEC C13 Dimensions (H x W x D): 9.1” x 5.9” x 13.6” Weight: 23.0 lbs. Run Time @ Full Load: 4 min. Run Time @ Half Load: 14 min. This product is not OSHPD certified. Includes two year limited warranty with depot exchange through Eaton.

1 CID4948 Portable DR Panel Protector(14x17) The unique design of the DR Panel Protector provides an easy way to take weight-bearing x-rays of feet (AP view). The unit is simply placed over the DR panel which is first positioned on the floor. Patients step onto the DR Panel Protector with as much weight as needed to get the desired image. The face plate is made of polycarbonate designed to support patients weighing up to 500 pounds. The face plate is x-ray lucent, allowing the x-rays to pass through the DR Panel Protector with no significant absorption or scattering. The non-slip rubber floor grips keep the DR Panel Protector from slipping on a hard floor. The Panel Protector frame is notched to accommodate the cable connection from the digital DR panel to the host system. One year warranty through Clear Image Devices

1 AS10847102 Mobile detector holder for Max wi-D The versatile holder accommodates computed radiography (CR) cassettes and light portable DR Panels (including the max wi-D detector) with a total weight (including clip-on grid if required) of less than 4.3kg (9.5 lbs). The holder rolls on large locking castors and facilitates examinations in accident and emergency departments, in operating rooms and radiographic rooms. The heavy duty base gives a low center of gravity. Properties: • The holder is adjustable for height from floor level to 50 in (measured from its lower edge)

108



[email protected]


• The holder is counterbalanced for easy rising or lowering and can overhang the x-ray or operating table by 24 in. • Supports detectors with a width of 9.6 to 21 in • Maximum detector thickness 1.2 in (including clip-on grid if required) • The holder can be turned & tilted and orientated to suit any examination position • Effective locks keep the holder firmly in place

1 CUSO581 Combination Artis Zee MP with Ysio Max Through this Customized Solution a kit with a customized “Combination of Artis Zee MP with Ysio MAX” is provided by the CuSo team to realize the combination of an Artis Zee MP System with a Ysio MAX systems. The solution will provide an interface between the two systems

109



[email protected]


Quote Nr: CPQ-254857 Rev. 3

Terms of Payment: 00% Down, 80% Delivery, 20% Installation Free On Board:Shipping Point

Purchasing Agreement: PREMIER PURCHASING PARTNERS LP

PREMIER PURCHASING PARTNERS LP terms and conditions apply to Quote Nr CPQ-254857

Customer certifies, and Siemens relies upon such certification, that : (a) PREMIER PP-IM-272 IR-CV is the sole GPO for the purchases described in this Quotation, and (b) the person signing this Quotation is fully authorized under the Customer’s policies to choose and indicate for Customer such appropriate GPO.

Artis zee MP -right (Trolley) All items listed below are included for this system: (See Detailed Technical Specifications at end of Proposal.)

Qty Part No. Item Description 1 14446018 Artis zee MP -right (Trolley)

The Artis zee MP right now features PURE®. PURE adds smooth interaction to Siemens' smart technologies. It is designed to boost productivity and enhance outcomes for certain clinical applications while increasing image quality and reducing dose. The Artis zee MP is a multi-functional C-arm stand with right suspension (mounting) of the positioning table and display trolley with Live- and Ref-Monitors. The digital C-arm X-ray system for fluoroscopy as well as diagnostic and interventional angiography has an angio collimator and a high-resolution as40 flat detector The powerful 100 kW HF X-ray generator and MEGALIX Cat Plus X-ray tube (3-focus tube with flat emitter technology) are the prerequisites for excellent image quality. The C-arm and patient table are tiltable and height-adjustable units and can be moved relative to the patient in cranio-caudal and orbital direction. Isocentric object positioning is achieved through independent height adjustment of the tabletop, which can additionally be adjusted in longitudinal and transverse direction. Programmed system positions allow fast examination procedures. Digital acquisition technology and digital subtraction angiography with up to 7.5 f/s in 1k/12 bit matrix are available. The complete CARE+CLEAR package offers optimal image quality at the lowest reasonable dose.

1 14432894 Laser crosshairs Laser crosshairs integrated in the cover of the flat detector and tableside operation for easier, quicker and dose-saving positioning of the patient (with biplane systems only plane A).

1 14432948 Automap Automatic stand positioning depending on the selected reference image and automatic reference image selection depending on the stand positioning.

1 14432905 4P wireless footswitch inst. of cbl

110



[email protected]


Wireless footswitch connection Note: Wireless replaces the wired connection.

1 14432940 Mem. enhncmnt. 3 (50k - 1k Matrix) Memory capacity extended by 25,000 images, from 25,000 images to 50,000 images in 1k matrix.

1 14432947 Fluoro Loop Storage and review of dynamic fluoroscopic sequences. This saves an additional acquisition and helps to reduce dose. The maximum storable fluoroscopic time is limited by the maximum DICOM file size of 4 Gbyte.

1 14432915 2K acquisition Acquisition and storage of single images and series with a resolution of up to 4.76 megapixels (2480 x 1920) at up to 7.5 f/s. The 2k acquisition is valid for DR, DSA, 3D acquisitions and PERIVISION, and affects full format, Zoom 1, and Zoom 2.

1 14440394 DSA acquisition mode Digital Subtraction Angiography with frame rates of 0.5 to 7.5 f/s, including pixel shift, remask, roadmap, peak opacification for iodine contrast (MaxOpac), and CO2 contrast (MinOpac); adding of the anatomical background (landmark) from 0 to 100%. It also includes CLEARmap and CLEARmatch.

1 14432916 PERISTEPPING (native) Motorized stepping for real-time bolus chasing. C-arm stepping with ARTIS pheno and ceiling mounted systems, table stepping with floor mounted and biplane systems.

1 14432943 Vascular analysis Vessel analysis with determination of degree of stenosis, distance measurement and calibration.

1 14446020 Lower body radiation protection This radiation shield provides protection from scattered radiation. The radiation protection can be attached to the accessory rail. The detachable upper element with a height of 24 cm / 9.4'' is slightly inclined by 30 degrees towards the patient. It includes a stationary radiation shield with a lead of 0.5 mm / 0.02'' Pb equ (length: 77 cm / 30.3''; width: 50 cm / 19.7'') and a detachable upper radiation shield (length: 35 cm / 13.8''; width: 49 cm / 19.3''). Weight: 8.5 kg / 18.7Ib Intended only for use with Artis zee MP.

1 14434231 Sec. operation in the control room Interface for connecting the additional system control from the control room. Rail profile for hanging control modules (e.g. the table module) in the control room. Safety button for switching off all system functions from the control room.

1 14440510 Secondary Hand Switch Ctrl (C Room) Additional hand switch for radiation release and additional control functions.

1 14432950 DICOM RIS-Modality Worklist Import of patient/examination data from an external RIS/HIS patient management system with DICOM MWL (Modality Worklist).

1 14446047 Thick mattress for Artis zee-mp Matching, special-foam mattress, 8 cm, made of open-pored polyurethane material. Mattress including cover.

111



[email protected]


This visco-elastic comfort mattress for tabletop narrow, reacting to temperature, has the special property of adapting to the individual body shape under the influence of body weight and heat.

1 14440460 Arm holder (pair) The patient's arms can be comfortably placed along the body using these two arm holders. They slide underneath the patient mattress and is held in position by the patient’s weight. It includes two pairs of arm holders of different length (540 mm / 690 mm - 21.2'' / 27.2'') and height (85 mm / 115 mm - 3.35'' / 4.53''), suitable both for thick and thin patient mattresses. Intended only for use with Artis / ARTIS tables.

1 14446048 Leg holder These supports are designed to hold the legs in position for gynaecological and urological examinations. They can be adjusted in height and are attached at the head end of the table by utilizing the mounting frame for the footboard. Includes one mounting frame and two footrests. Length: 58 cm / 22.8'' (+ 13 cm / 5.1'' with accessory rails) Width: 39 cm / 15.4'' Weight mounting frame: 7.2 kg / 15.9 Ib Weight foot rests: 2.5 kg / 5.5 Ib Maximum weight: 150 kg (330.69 lb). Intended only for use with Artis zee MP.

1 14446049 Foot holder In order to secure the patient in Trendelenburg positions of 20 degrees or more, foot holders are required in addition to the shoulder belt. The two leather foot holders are padded with felt. They are attached to the slots of the footrest. Maximum weight: 170 kg / 374.79 lb Weight: 0.6 kg / 1.32 Ib. Intended only for use with Artis zee MP.

1 14446050 Shoulder belt In order to secure the patient in Trendelenburg positions of 20 degrees or more, a shoulder belt is required in addition to the foot holder. The radiolucent, fiber-reinforced plastic belt can be adjusted to the patient’s size. It is attached directly to the tabletop. Includes one belt. Length per strap: 2400 ± 10 mm / 94.5'' ± 0.4'' Width: 48 mm / 1.9'' Maximum weight: 170 kg / 374.8 Ib Intended only for use with Artis zee MP.

1 14440472 Handle This handgrip gives the patient a feeling of security when the tabletop is tilted. It includes a handgrip with mounting mechanism for the tabletop. Grip height: 10 cm / 3.9'' Maximum weight lengthwise: 64 kg / 141.1 Ib Maximum weight laterally: 10 kg / 22.05 Ib Weight: 0.5 kg / 1.1 Ib Intended only for use with Artis / ARTIS tables.

1 14440474 Body strap set Can be used to secure patient to the patient table and to compress patient anatomy. It consists of two belts with Velcro straps (l x w: 185 cm x 10 cm / 72.8'' x 3.94''). Intended only for use with Artis / ARTIS tables.

112



[email protected]


1 AXA_RIG_ZEESP_STD

Standard Rigging zee SP

1 EPW935515UPS

Eaton Powerware 9355 15 kVA UPS Includes UPS, battery, maintenance bypass panel, and one year on-site parts and labor coverage (24x7) by Eaton Powerware. This UPS is recommended when protection and uninterruptible power is required for the Artis' C-arm and table. Emergency fluoroscopy is not available with this UPS. If emergency fluoroscopy is required, the 9390 - 160 kVA UPS is recommended for the full system. One UPS per lab. Additional seismic brackets are required to make this system OSHPD approved.

1 PWR1030041945501

Eaton9355/15 kVA UPS Seismic Kit The Powerware 9355 UPS Seismic Kit protects the UPS and Extended Battery Modules (EBMs) through Zone 4 seismic activity, based on NEBS GR-63-CORE Seismic Zone 4 Testing.

1 PW103004896 9355/15 kVA Transformer Siesmic kit

1 AXA_ZMP_ONE_BD_LV1

Essential Edu Package (AXA)(MP/One) This Essential education package is suitable for ARTIS One or zee Multipurpose systems and includes Post-Go Live training: Dedicated Siemens Education Consultant: partnering with your Education Coordinator to create a blended curriculum adapted to your facility’s individual needs. Blended Learning Curriculum: combines two (2) 24-hour onsite trainings and digital (immersive, online & virtual) education. On-site Customization: optimizing system hardware, software, clinical workflow and operating safety consistent with the cleared use of the system. The education will be delivered in four (4) phases: 1)Pre-Installation: Customized Education Plan (CEP) specifically tailored to your sites experience level and case types. Training needs assessed on hardware and software options, system positions, 2D/3D imaging, post-processing techniques and ongoing procedure support. 2)Pre-Go Live: Pre-training is a blend of digital courses (via PEPconnect) and elevated via a subscription to PEPconnections with 24-CEU’s 3)Go Live: A of two (2) 24-hour onsite clinical applications sessions, guiding staff members, reinforcing concepts and practices acquired during pre-training during operation. 4)Warranty / Post-Go Live: Continuation of the CEP delivery via PEPconnections. Parties will mutually agree on deliverables and scheduling of the requested training. This educational offering must be utilized within 12 months following install end date. If this offering is not completed within the applicable time period, Siemens obligation to provide the training will expire without refund

1 GEL1040136601278

Black anti-fatigue mat 36x60 Black NewLife EcoPro anti-fatigue mat (36 inches x 60 inches), 3/4 inch polyurethane foam, fluid and dirt resistant with anti-micorbial properties, matte textured surface. The ultimate employee benefit for workers who stand, are ergonomically designed to provide the perfect balance of premium comfort and optimal support. Proprietary Cellulon®Polyurethane Technology stands up to the tough demands of commercial environments while providing lasting comfort that won't bottom out over time. This eco-friendly line of anti-fatigue mats is certified by the National Floor Safety Institute for its high traction bottom surface.

1 AXA_ADDL_RIGGING

INBOUND Additional Rigging AXA $10,480

1 PSPD250480Y3K

Surge Protective Device (SPD)

Contract Total: $ 646,830

113



[email protected]


114



[email protected]


OPTIONS on Quote Nr : CPQ-254857 Rev. 3

OPTIONS for Artis zee MP -right (Trolley) All items listed below are OPTIONS and will be included on this system ONLY if initialed: (See Detailed Technical Specifications at end of Proposal.)

Qty Part No. Item Description Extended Price Initial to Accept

1 BART700PEDL Mark 7 Arterion, Pedestal System The Arterion Mark 7 Pedestal contrast medium injector can be positioned anywhere at the patient positioning table on a mobile unit, for direct operation of all functions in the examination room. The injector system includes: A mobile pedestal stand with electronics unit, a contrast medium heater and a connection cable to the manual release. A support arm with injector head and a control lever for moving the injector head. A user control console with large touch screen and corresponding additional monitoring display on the injector head. Functions Pressure limitation: for 150 ml syringes 689 to 8273 kPa, corresponds to 100 to 1200 psi. . Flow rates for 150 ml syringes: 0.1 to 45 ml/s in increments of 0.1 ml/s 0.1 to 59.9 ml/min in increments of 0.1 ml/min rise/fall: 0 to 9.9 s in increments of 0.1 seconds Release delay for injection or radiation: 0 to 99.9 s in increments of 0.1 s. Adjustable volume for 150 ml syringes: 1 ml to the max. syringe capacity in increments of 1 ml. Fill rate: Variable syringe filling speed 1-20ml/s. Injection protocols: Up to 40 injection protocols possible. Parameters currently displayed on the touch screen display and on the head display: Injection speed Injection volume Remaining volume Injection duration Applied pressure Contrast medium heating: Nominal 35°C (95°F)+-5°C (9°F) Injection data memory Up to 50 injection data items stored

+ $ 27,100 X________

115



[email protected]


FINANCING: The equipment listed above may be financed through Siemens. Ask us about our full range of financial products that can be tailored to meet your business and cash flow requirements. For further information, please contact your local Sales Representative. ACCESSORIES: Don't forget to ask us about our line of OEM imaging accessories to complete your purchase. All accessories can be purchased or financed as part of this order. To purchase accessories directly or to receive our accessories catalog, please call us directly at 1-888-222-9944 or contact your local Sales Representative. COMPLIANCE: Compliance with legal and internal regulations is an integral part of all business processes at Siemens. Possible infringements can be reported to our Helpdesk “Tell us” function at www.siemens.com/tell-us.

Included in the scope of delivery Injector standard configuration 150 ml SIEMENS interface cable Operator Manual Service manual (English). Power supply 200 V to 250 V; 50/60 Hz.

1 14440507 Secondary System Control (C Room) Touchscreen control with a multi-functional joystick for the selection of the organ programs, operation of the imaging system, including post-processing and quantification

+ $ 3,012 X________

1 14440508 Secondary Device Control (C Room) Additional control module, monoplane, for all functions of the C-arm movements and multileaf collimator. For both acquisition planes for a biplane system.

+ $ 3,176 X________

1 14440509 Secondary Table Control (C Room) Second control module to remote-control the patient table in the examination room. Table control within the degrees of freedom supported by the motor drive. (Release knob in connection with the standard table; joystick in connection with the OR table, the table with tilting and the table with stepping).

+ $ 893 X________

1 14440411 Intercom - Comfort Intercom system for communication between examination room and control room. It includes - a microphone with a control box for the control room - a microphone with an adaptive acoustic filter for background noise suppression for the examination room - a footswitch for conversation selection for the examination room

+ $ 720 X________

116



[email protected]


Siemens Medical Solutions USA, Inc. General Terms and Conditions

1. GENERAL

1.1 Contract Terms and Acceptance. These terms and conditions constitute an integral part of any contract between Seller and Purchaser identified on the first page hereof and shall govern the sale of the products identified in such contract (“Products”). Purchaser acknowledges that this is a commercial and not a consumer transaction. Purchaser shall be deemed to have assented to, and to have waived any objection to, this Agreement upon the earliest to occur of any of the following: Purchaser’s completion or execution of this Agreement; Purchaser’s acceptance of all or any part of the Products; Purchaser’s issuance of a purchase order for any Products identified on Seller’s quotation or proposal; or delivery of the Products to the common carrier for shipment pursuant hereto.1.2 Refurbished/Used Products. For Products identified on this Agreement as used or refurbished Products, these Products have been previously owned and used. When delivered to Purchaser, such Products will perform in accordance with the manufacturer’s specifications. Since pre-owned Products may be offered simultaneously to several customers, the availability of such Products to Purchaser cannot be guaranteed. If the Products are no longer available, Seller will use its best efforts to identify other suitable products in its inventory. If substitute products are not acceptable to Purchaser, then Seller will cancel the order and refund to Purchaser any deposits previously paid. The warranty period for any used or refurbished Products will be separately stated on the quotation. 1.3 Third Party Products. If this Agreement includes the sale of third party products not manufactured by Seller, then Purchaser agrees and acknowledges that (a) Purchaser has made the selection of these products on its own, (b) the products are being acquired by Seller solely at the request of and for the benefit and convenience of Purchaser, (c) no representation, warranty or guarantee has been made by Seller with respect to the products, (d) the obligation of Purchaser to pay Seller for the products is absolute and unconditional, (e) use of the products may be subject to Purchaser’s agreement to comply with any software licensing terms imposed by the manufacturer; and (f) unless otherwise indicated by Seller in writing, Seller is not responsible for any required installation, validation, product recall, warranty service, maintenance, complaint handling, or any other applicable FDA regulatory requirements, and the Purchaser will look solely to the

manufacturer regarding these services and will assert no claim against Seller with respect to these products. 2. PRICES

2.1 Quotations. Unless otherwise agreed to in writing or set forth in the quotation, all prices quoted by Seller and amounts payable by Purchaser are in U.S. dollars, and include Seller’s standard packaging. The prices quoted to Seller assume that the Seller is located in, and will use the Products in, the U.S. If not, such quotation will be void. Unless otherwise stated, the quotation shall only be valid for forty-five (45) days from the date of the quotation.2.2 Delay in Acceptance of Delivery. Should the agreed delivery date be postponed by Purchaser, Seller shall have the right to deliver the Products to storage at Purchaser"s risk and expense, and payments due upon delivery shall become due when Seller is ready to deliver. 3. TAXES

3.1 Any sales, use or manufacturer"s tax which may be imposed upon the sale or use of Products, or any property tax levied after readiness to ship, or any excise tax, license or similar fee (excluding the Medical Device Excise Tax as set forth in Section 4191 of the Internal Revenue Code of 1986, as amended) required under this transaction, shall be in addition to the quoted prices and shall be paid by Purchaser. Notwithstanding the foregoing, Seller agrees to honor any valid exemption certificate provided by Purchaser. 4. TERMS OF PAYMENT; DEFAULT

4.1 Payments; Due Date. Unless otherwise set forth in the quotation, Purchaser shall pay Seller as follows: an initial deposit of 10% of the purchase price for each Product is due upon submission of the purchase order, an additional 80% of the purchase price is due upon delivery of each Product, and the final 10% of the purchase price is due upon completion of installation or when the Products are available for first patient use, whichever occurs first. Unless otherwise agreed, all payments other than the initial deposit are due net thirty (30) days from the date of invoice. Seller shall have no obligation to complete installation until the payment due upon delivery is received. Partial shipments shall be billed as made, and payments for such shipments will be made in accordance with the foregoing payment terms.4.2 Late Payment. A service charge of 1½% per

117



[email protected]


month, not to exceed the maximum rate allowed by law, shall be made on any portion of Purchaser"s outstanding balance which is not paid when due. Payment of such service charge shall not excuse or cure Purchaser’s breach or default for late payment.4.3 Payment of Lesser Amount. If Purchaser pays, or Seller otherwise receives, a lesser amount than the full amount provided for under this Agreement, such payment shall not constitute or be construed other than as on account of the earliest amount due Seller. No endorsement or statement on any check or payment or elsewhere shall constitute or be construed as an accord or satisfaction. 4.4 Where Payment Due Upon Installation or Completion. Should any terms of payment provide for either full or partial payment upon completion of installation or thereafter, and completion of installation is delayed for any reason for which Seller is not responsible beyond the installation date set forth in the Notice to Manufacture Letter issued by Seller, as applicable, then the balance of payments shall be due on the day following such installation date.4.5 Default; Termination. Each of the following shall constitute an event of default under this Agreement: (i) a failure by Purchaser to make any payment when due; (ii) a failure by Purchaser to perform any other obligation under this Agreement within thirty (30) days of receipt of written notice from Seller; or (iii) the commencement of any insolvency, bankruptcy or similar proceedings by or against Purchaser. Upon the occurrence of any event of default, at Seller’s election: (a) the entire amount of any indebtedness and obligation due Seller under this Agreement and interest thereon shall become immediately due and payable; (b) Seller may suspend the performance of any of Seller’s obligations hereunder, including, but not limited to, obligations relating to delivery, installation and warranty services; (c) Purchaser shall put Seller in possession of the Products upon demand; (d) Seller may sell or otherwise dispose of all or any part of the Products and apply the proceeds thereof against any indebtedness or obligation of Purchaser under this Agreement; (e) if this Agreement or any indebtedness or obligation of Purchaser under this Agreement is referred to an attorney for collection or realization, Purchaser shall pay to Seller all costs of collection and realization (including, without limitation, a reasonable sum for attorneys’ fees); and Purchaser shall pay any deficiency remaining after collection of or realization by Seller on the Products. In addition, Seller may terminate this Agreement upon written notice to Purchaser in the event that Purchaser is not approved for credit or upon the occurrence of any material adverse change in the financial condition or business operations

of Purchaser.4.6 Financing. Notwithstanding any arrangement that Purchaser may make for the financing of the purchase price of the Products, the parties agree that any such financing arrangement shall have no effect on the Purchaser’s payment obligations under this Agreement, including but not limited to Sections 4.1 and 4.2 above. 5. EXPORT TERMS

5.1 Unless other arrangements have been made, payment on export orders shall be made by irrevocable confirmed letter of credit, payable in U.S. dollars against Seller’s invoice and standard shipping documents. Such letter of credit shall be in an amount equal to the full purchase price of the Products and shall be established in a U.S. bank acceptable to Seller. Purchaser shall have sole responsibility to procure all necessary permits and licenses for shipment and compliance with any governmental regulations concerning control of final destination of Products.5.2 Purchaser agrees that Products shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with applicable export Control and US Sanction laws and regulations. If Purchaser purchases a Product at the domestic price and exports such Product, or transfers such Product to a third party for export, outside of the U.S., Purchaser shall pay to Seller the difference between the domestic price and the international retail price of such Product. Purchaser shall deliver to Seller, upon Seller’s request, written assurance regarding compliance with this Section in form and content acceptable to Seller. 6. DELIVERY, RISK OF LOSS

6.1 Delivery Date. Delivery and installation dates will be established by mutual agreement of the parties as set forth in the Notice to Manufacture Letter issued by the Seller, as applicable. Seller shall make reasonable efforts to meet such delivery date(s).6.2 Risk of Loss; Title Transfer. Unless otherwise agreed to in writing, the following shall apply: (a) For Products that do not require installation by Seller, and for options and add-on products purchased subsequent to delivery and installation of Products purchased under this Agreement, delivery shall be complete upon transfer of possession to common carrier, F.O.B. Shipping Point, whereupon title to and all risk of loss, damage to or destruction of the Products shall pass to Purchaser. (b) For Products that require installation by Seller, delivery shall be complete upon delivery of the Products to Purchaser’s designated site, F.O.B. Destination; whereupon title to and all risk of

118



[email protected]


loss, damage to or destruction of such Products shall pass to Purchaser upon completion of delivery. (c) All freight charges and other transportation, packing and insurance costs, license fees, custom duties and other similar charges shall be the sole responsibility of Purchaser unless included in the purchase price or otherwise agreed to in writing by Seller. In the event of any loss or damage to any of the Products during shipment, Seller and Purchaser shall cooperate in making any insurance claim. 7. SECURITY INTEREST/FILING

7.1 Purchaser grants to Seller a security interest in the Products until payment in full by Purchaser. Purchaser shall sign any financing statements or other documents necessary to perfect Seller’s security interests in the Products. Purchaser further represents and covenants that (a) it will keep the Products in good order and repair until the purchase price has been paid in full, (b) it will promptly pay all taxes and assessments upon the Products or the use thereof, (c) it will not attempt to transfer any interest in the Products until the purchase price has been paid in full, and (d) it is solvent and financially capable of paying the full purchase price for the Products. 8. CHANGES, CANCELLATION, AND RETURN

8.1 Orders accepted by Seller are not subject to change except upon Seller’s written agreement.8.2 Orders accepted by Seller are non-cancellable by Purchaser except upon Seller’s written consent and payment by Purchaser of a cancellation charge equal to 10% of the price of the affected Products, plus any shipping, insurance, inspection and refurbishment charges; the cost of providing any training, education, site evaluation or other services completed by Seller; and any return, cancellation or restocking fees with respect to any Third Party Products ordered by Seller on behalf of Purchaser. Seller may retain any payments received from Purchaser up to the amount of the cancellation charge. In no event can an order be cancelled by Purchaser or Products be returned to Seller after shipment.8.3 Seller reserves the right to change the manufacture and/or design of its Products if, in the judgment of Seller, such change does not alter the general function of the Products. 9. FORCE MAJEURE

9.1 Seller shall not be liable for any loss or damage for delay in delivery, inability to install or any other failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God or the public, war, civil commotion, blockades, embargoes, calamities, floods, fires, earthquakes, explosions, storms, strikes,

lockouts, labor disputes, or unavailability of labor, raw materials, power or supplies. Should such a delay occur, Seller may reasonably extend delivery or production schedules or, at its option, cancel the order in whole or part without liability other than to return any unearned deposit or prepayment. 10. WARRANTY

10.1 Seller warrants that the Products manufactured by Seller and sold hereunder shall be free from defects in material or workmanship under normal use and service for the warranty period. The final assembled Products shall be new although they may include certain used, reworked or refurbished parts and components (e.g., circuit boards) that comply with performance and reliability specifications and controls. Seller’s obligation under this warranty is limited, at Seller’s option, to the repair or replacement of the Product or any part thereof. Unless otherwise set forth in the Product Warranty attached hereto and incorporated herein by reference (“Product Warranty”), the warranty period shall commence upon the earlier of the date that the Products have been installed in accordance with Section 12.5 hereof (which date shall be confirmed in writing by Seller) or first patient use, and shall continue for twelve (12) consecutive months. Seller makes no warranty for any Products made by persons other than Seller or its affiliates, and Purchaser’s sole warranty therefor, if any, is the original manufacturer"s warranty, which Seller agrees to pass on to Purchaser, as applicable. The warranty provided by Seller under this Section 10 extends only to the original Purchaser, unless the Purchaser obtains the Seller’s prior written consent with respect to any sale or other transfer of the Products during the term of the warranty.10.2 No warranty extended by Seller shall apply to any Products which have been damaged by fire, accident, misuse, abuse, negligence, improper application or alteration or by a force majeure occurrence as described in Section 9 hereof or by the Purchaser’s failure to operate the Products in accordance with the manufacturer’s instructions or to maintain the recommended operating environment and line conditions; which are defective due to unauthorized attempts to repair, relocate, maintain, service, add to or modify the Products by the Purchaser or any third party or due to the attachment and/or use of non-Seller supplied parts, equipment or software without Seller’s prior written approval; which failed due to causes from within non-Seller supplied equipment, parts or software including, but not limited to, problems with the Purchaser’s network; or which have been damaged from the use of operating supplies or consumable parts not

119



[email protected]


approved by Seller. In addition, there is no warranty coverage for any transducer or probe failure due to events such as cracking from high impact drops, cable rupture from rolling equipment over the cable, delamination from cleaning with inappropriate solutions, or TEE bite marks. Seller may effectuate any repairs at Purchaser’s facility, and Purchaser shall furnish Seller safe and sufficient access for such repair. Repair or replacement may be with parts or products that are new, used or refurbished. Repairs or replacements shall not interrupt, extend or prolong the term of the warranty. Purchaser shall, upon Seller’s request, return the non-complying Product or part to Seller with all transportation charges prepaid, but shall not return any Product or part to Seller without Seller’s prior written authorization. Purchaser shall pay Seller its normal charges for service and parts for any inspection, repair or replacement that falls outside of Seller’s warranty. Seller’s warranty does not apply to consumable materials, disposables, supplies, accessories and collateral equipment, except as specifically stated in writing or as otherwise set forth in the Product Warranty.10.3 This warranty is made on condition that immediate written notice of any noncompliance be given to Seller and Seller’s inspection reveals that Purchaser"s claim is covered under the terms of the warranty (i.e., that the noncompliance is due to traceable defects in original materials and/or workmanship).10.4 Purchaser shall provide Seller with both on-site and remote access to the Products. The remote access shall be provided through the Purchaser’s network as is reasonably necessary for Seller to provide warranty services under this Agreement. Remote access will be established through a broadband internet-based connection to either a Purchaser owned or Seller provided secure end-point. The method of connection will be a Peer-to-Peer VPN IPsec tunnel (non-client based) with specific inbound and outbound port requirements.10.5 Warranty service will be provided without charge during Seller"s regular working hours (8:30-5:00), Monday through Friday, except Seller’s recognized holidays. If Purchaser requires that service be performed outside these hours, such service can be made available at an additional charge, at Seller’s then current rates. The obligations of Seller described in this Section are Seller’s only obligations and Purchaser’s sole and exclusive remedy for a breach of product warranty.10.6 SELLER MAKES NO WARRANTY OTHER THAN THE ONE SET FORTH HEREIN AND IN THE PRODUCT WARRANTY. SUCH WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTY OF

MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSES, AND SUCH CONSTITUTES THE SOLE AND EXCLUSIVE WARRANTY MADE WITH RESPECT TO THE PRODUCTS, SERVICE OR OTHER ITEM FURNISHED UNDER THIS AGREEMENT.10.7 In the event of any inconsistencies between the terms of this Section 10 and the terms of the Product Warranty, the terms of the Product Warranty shall prevail. 11. LIMITATION OF LIABILITY

11.1 In no event shall Seller’s liability hereunder exceed the actual loss or damage sustained by Purchaser, up to the purchase price of the Products. The foregoing limitation of liability shall not apply to claims for bodily injury or damages to real property or tangible personal property to the extent arising from Seller’s negligence or a product defect.11.2 SELLER SHALL NOT BE LIABLE FOR ANY LOSS OF USE, REVENUE OR ANTICIPATED PROFITS; COST OF SUBSTITUTE PRODUCTS OR SERVICES; LOSS OF STORED, TRANSMITTED OR RECORDED DATA; OR FOR ANY INDIRECT, INCIDENTAL, UNFORESEEN, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SALE OR USE OF THE PRODUCTS. THE FOREGOING IS A SEPARATE, ESSENTIAL TERM OF THIS AGREEMENT AND SHALL BE EFFECTIVE UPON THE FAILURE OF ANY REMEDY, EXCLUSIVE OR NOT. 12. INSTALLATION - ADDITIONAL CHARGES

12.1 General. Unless otherwise expressly stipulated in writing, the Products shall be installed by and at the expense of Seller except that Seller shall not provide rigging or site preparation services unless otherwise agreed to in writing by Seller for an additional charge. Seller will not install accessory items such as cabinets, illuminators, darkroom equipment or processors for X-Ray and CT equipment, unless otherwise agreed to in writing by Seller.12.2 Installation by Seller. If Seller specifies it will install the Products, the following applies: subject to fulfillment of the obligations set forth in Section 12.3 below, Seller shall install the Products and connect them to the requisite safety switches and power lines to be installed by Purchaser. Except as otherwise specified below, if such installation and connection are performed by Seller‘s technical personnel, prices shown include the cost thereof, provided that the installation and connection

120



[email protected]


can be performed within the Continental United States or Puerto Rico and during normal business hours. Any overtime charges or other special expenses shall be additional charges to the prices shown.12.3 Purchaser"s Obligations. Purchaser shall, at its expense, provide all proper and necessary labor and materials for plumbing service, carpentry work, conduit wiring, and other preparations required for such installation and connection. All such labor and materials shall be completed and available at the time of delivery of the Products by Seller. Additionally, Purchaser shall provide free access to the installation site and, if necessary, safe and secure space for storage of Products and equipment prior to installation by Seller. Purchaser shall be responsible, at its sole cost and expense, for obtaining all permits, licenses and approvals required by any federal, state or local authorities in connection with the installation and operation of the Products, including but not limited to any certificate of need and zoning variances. Purchaser shall provide a suitable environment for the Products and shall ensure that its premises are free of hazardous conditions and any concealed or dangerous conditions and that all site requirements are met. Seller shall delay its work until Purchaser has completed the removal of any hazardous materials or has taken any other precautions and completed any other work required by applicable regulations. Purchaser shall reimburse Seller for any increased costs and expenses incurred by Seller that are the result of or are caused by any such delay. In the event that Seller is requested to supervise the installation of the Products, it remains the Purchaser"s responsibility to comply with local regulations. Seller is not an architect and all drawings furnished by Seller are not construction drawings. If local labor conditions, including a requirement to use union labor, require the use of non-Seller employees to participate in the installation of the Product or otherwise causes delays or any additional expenses, then any such additional costs shall be at Purchaser’s expense. 12.4 Regulatory Reporting. In the event that any regulatory activity is performed by anyone other than Seller’s authorized personnel, then Purchaser shall be responsible for fulfilling any and all reporting requirements.12.5 Completion of Installation. Installation shall be complete upon the conclusion of final calibration and checkout under Seller’s standard procedures to verify that the Products meet applicable written performance specifications. Notwithstanding the foregoing, first use of the Products by Purchaser, its agents or employees for any purpose after delivery shall constitute completion of installation.

13. PATENT, COPYRIGHT AND OTHER INFRINGEMENT CLAIMS

13.1 Infringement by Seller. Seller warrants that the Products manufactured by Seller and sold hereunder do not infringe any U.S. patent or copyright. If Purchaser receives a claim that any such Products, or parts thereof, infringe upon the rights of others under any U.S. patent or copyright, Purchaser shall notify Seller immediately in writing. Provided that Purchaser gives Seller information, assistance and exclusive authority to evaluate, defend and settle such claims, Seller shall at its own expense and option: indemnify and defend Purchaser against such claims; settle such claims; procure for Purchaser the right to use the Products; or remove or modify them to avoid infringement. If none of these alternatives is available on terms reasonable to Seller, then Purchaser shall return the Products to Seller and Seller shall refund to Purchaser the purchase price paid by Purchaser less reasonable depreciation for Purchaser’s use of the Products. The foregoing states Seller’s entire obligation and liability, and Purchaser’s sole remedy, for claims of infringement.13.2 Infringement by Purchaser. If some or all of the Products sold hereunder are made by Seller pursuant to drawings or specifications furnished by Purchaser, or if Purchaser modifies or combines, operates or uses the Products other than as specified by Seller or with any product, data, software, apparatus or program not provided or approved by Seller, then the indemnity obligation of Seller under Section 13.1 shall be null and void. 14. DESIGNS AND TRADE SECRETS; LICENSE;

CONFIDENTIALITY

14.1 Any drawings, data, designs, software programs or other technical information supplied by Seller to Purchaser in connection with the sale of the Products shall remain Seller’s property and shall at all times be held in confidence by Purchaser.14.2 For all Products which utilize software for their operation, such "Applications Software" shall be licensed to Purchaser under the terms of Seller’s Software License Schedule attached hereto.14.3 Seller and Purchaser shall maintain the confidentiality of any information provided or disclosed to the other party relating to the business, customers and/or patients of the disclosing party, as well as this Agreement and its terms (including the pricing and other financial terms under which the Purchaser will be purchasing the Products). Each party shall use reasonable care to protect the confidentiality of the information disclosed, but no less than the degree of care it would use to protect its own confidential information, and shall only disclose the other party’s confidential information to its employees and agents having a need to know this information. The obligations of confidentiality

121



[email protected]


set forth herein shall not apply to any information in the public domain at the time of disclosure or that is required to be disclosed by court order or by law. 15. ASSIGNMENT

15.1 Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other, which shall not be unreasonably withheld. Any attempt to do so shall be void, except that Seller may assign this Agreement without consent to any subsidiary or affiliated company, and may delegate to authorized subcontractors or service suppliers any work to be performed under this Agreement so long as Seller remains liable for the performance of its obligations under this Agreement. This Agreement shall inure to and be binding upon the parties and their respective successors, permitted assigns and legal representatives. 16. COSTS AND FEES

16.1 In the event that any dispute or difference is brought arising from or relating to this Agreement or the breach, termination or validity thereof, the prevailing party shall be entitled to recover from the other party all reasonable attorneys’ fees incurred, together with such other expenses, costs and disbursements as may be allowed by law. 17. MODIFICATION

17.1 This Agreement may not be changed, modified or amended except in writing signed by duly authorized representatives of the parties. 18. GOVERNING LAW; WAIVER OF JURY TRIAL

18.1 This Agreement shall be governed by the laws of the state where the Product(s) will be installed, without regard to that state’s choice of law principles.18.2 EACH OF THE PARTIES EXPRESSLY WAIVES ALL RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE UNDER THIS AGREEMENT. 19. COST REPORTING

19.1 Purchaser agrees that it must fully and accurately report prices paid under this Agreement, net of all discounts, as required by applicable law and contract, including without limitation 42 CFR §1001.952(h),in all applicable Medicare, Medicaid and state agency cost reports. Purchaser shall retain a copy of this Agreement and all other communications regarding this Agreement, together with the invoices for purchase and permit agents of the U.S. Department of Health and Human Services or any state agency access to such records upon request. 20. INTEGRATION

20.1 These terms and conditions, including any attachments or other documents incorporated by reference herein, constitute the entire, complete and exclusive statement of agreement with respect to the subject matter hereof, and supersede any and all prior agreements, understandings and communications between the parties with respect to the Products. Purchaser’s additional or different terms and conditions stated in a purchase order, bid documents or any other document issued by Purchaser are specifically rejected and shall not apply to the transactions contemplated under this Agreement. 21. SEVERABILITY; HEADINGS

21.1 No provision of this Agreement which may be deemed unenforceable will in any way invalidate any other portion or provision of this Agreement. Section headings are for convenience only and have no substantive effect. 22. WAIVER

22.1 No failure and no delay in exercising, on the part of any party, any right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right preclude the further exercise of any other right. 23. NOTICES

23.1 Any notice or other communication under this Agreement shall be deemed properly given if in writing and delivered in person or mailed, properly addressed and stamped with the required postage, to the intended recipient at its address specified on the face hereof. 24. RIGHTS CUMULATIVE

24.1 The rights and remedies afforded to Seller under this Agreement are in addition to, and do not in any way limit, any other rights or remedies afforded to Seller by any other agreement, by law or otherwise. 25. END USER CERTIFICATION

25.1 Purchaser represents, warrants and covenants that it is acquiring the Products for its own end use and not for reselling, leasing or transferring to a third party (except for lease-back financings). 26. ACCESS TO BOOKS AND RECORDS

26.1 To the extent required by Section 1861(v)(1)(I) of the Social Security Act and the regulations promulgated thereunder, until the expiration of four (4) years after the furnishing of any Product or service pursuant to this Agreement, Seller shall make available, upon written request by the Secretary of Health and Human Services (the “Secretary”), or upon request by the Comptroller

122



[email protected]


General (the “Comptroller”), or any of their duly authorized representatives, copies of this Agreement and any books, documents, records or other data of Seller that are necessary to certify the nature and extent of any costs incurred by Purchaser for such Products and services. If Seller carries out any of its duties under this Agreement through a subcontract with a related organization involving a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period, Seller will cause such subcontract to contain a clause to the effect that, until the expiration of four (4) years after the furnishing of any Product or service pursuant to said contract, the related organization will make available upon the written request of the Secretary or the Comptroller, or any of their duly authorized

representatives, copies of records of said related organization that are necessary to certify the nature and extent of cost incurred by Purchaser for such Product or service. 27. DISPOSITION OF PRODUCTS

27.1 Purchaser expressly agrees that should Purchaser sell, transfer or otherwise dispose of the Products, Purchaser shall notify Seller in writing and give Seller the opportunity to purchase such Products. With Purchaser’s notice, Purchaser shall provide Seller with a copy of the third party’s binding offer to purchase the Products and Seller shall have seven (7) days to notify the Purchaser of an offer to purchase the Products. 05/15 Rev.

123



[email protected]


Software License Schedule to the Siemens Medical Solutions USA, Inc. General Terms and Conditions

1. DEFINITIONS: The following definitions apply to this Schedule: “Agreement” shall mean the attached (i) Quotation for Products and/or Services including the Terms and Conditions of Sale and applicable schedules; and/or (ii) Software License Agreement describing the software licensed herein and the specific system for which the license is issued. “Licensor” shall mean Siemens Medical Solutions USA, Inc. “Licensee” shall mean the end-user to whom Licensor provides Software or Documentation for its internal use under the Agreement. “Software” shall mean the software described in the attached Agreement, including the following as contained therein: (i) software programs consisting of a series of statements or instructions to be used directly or indirectly in a programmable controller or computer to bring about a certain result and (ii) databases consisting of systemized collections of data to be used or referenced directly or indirectly by a programmed controller or computer. Notwithstanding the foregoing, “Software” does not include “firmware” as

such term is conventionally understood. Diagnostic/Maintenance Software also is not included within the scope of the Software licensed under this Schedule, and is available only as a special option under a separate Diagnostic Materials License Agreement and may be subject to a separate licensing fee. “Documentation” shall mean the documents and other supporting materials which are intended to support the use of an associated product, including (but not limited to) instructions, descriptions, flow charts, logic diagrams and listings of the Software, in text or graphic form, on machine readable or printed media. “Designated Unit” shall mean a single control unit or computer identified on the first page of the Agreement, on which Software licensed hereunder may be used by Licensee. 2. SCOPE: The following terms and conditions shall apply to all Software and Documentation provided by Licensor to Licensee under the Agreement (whether included with other products listed in the Agreement or listed separately in the Agreement), together with any updates or revisions thereto which Licensor may provide to Licensee, and all copies thereof, except any Software and/or Documentation licensed directly by Licensor’s supplier under a separate end-user license agreement accompanying the Software or the Documentation, in which case Licensee agrees to be bound by that license agreement as a condition to using the Software and/or Documentation. Except as expressly provided herein, and provided that in no event shall the warranties or other obligations of Licensor with respect to such Software or Documentation exceed those set forth in this Schedule, this Schedule shall be subject to the liability limitations and exclusions and other terms and conditions set forth in the Agreement. ANY USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO USE ON THE DESIGNATED UNIT, WILL CONSTITUTE LICENSEE’S AGREEMENT TO THIS SOFTWARE LICENSE SCHEDULE (OR RATIFICATION OF ANY PREVIOUS CONSENT). 3. SOFTWARE AND DOCUMENTATION LICENSE: Subject to the payment of any applicable annual license fee(s), whether stated separately or included in the purchase price of another product, and to Licensee’s acceptance of all of the obligations set forth herein and to the fulfillment of those obligations, Licensor or, if applicable, its licensor or supplier, hereby grants to Licensee a paid-up, nonexclusive and nontransferable (except as expressly provided in this Schedule) limited license to use the Software provided by Licensor under the Agreement solely for Licensee’s own use on the Designated Unit and to use the Documentation in support of Licensee’s authorized use of the Software, for the purpose of operating the Designated Unit in accordance with the instructions set forth in the user’s manual supplied with the Designated Unit and for no other purpose whatsoever. A separate license is required for each Designated Unit on which the Software is to be used. Licensee may obtain from Licensor one copy of the Software licensed hereunder for backup and archival purposes only as is necessary to support Licensee’s own authorized use of the Software, provided that Licensee includes on or in all copies (in any form) all copyright, trade secret or other proprietary notices contained on or in the Software as provided by Licensor. Additional copies of the Documentation may be licensed from Licensor at its then applicable charges. Licensee may make the Software and Documentation (including any copies) available only to its employees and other persons on Licensee’s premises to whom such disclosure is

necessary to enable Licensee to use the Software or Documentation within the scope of the license provided in this Schedule. If the Software is supplied to any unit or agency of the United States Government other than the Department of Defense, the Software and Documentation are classified as “restricted computer software” and the Government’s rights in the

Software and Documentation shall be as provided in paragraph (c) (2) of the Commercial Computer Software-Restricted Rights clause in FAR 52.227-19 and any successor laws, rules or regulations thereto. If the Software is supplied to the United States Department of Defense, the Software is classified as “commercial computer software” and the Government is furnished the Software and Documentation with “restricted rights” as defined in paragraph (c) (1) of the Rights in Technical Data and Computer Software clause in DFARS 252.227-7013 and any successor laws, rules or regulations thereto. 4. PROPRIETARY PROTECTION AND CONFIDENTIALITY: Ownership of and title to the Software and Documentation and all copies, in any form, licensed under this Schedule are and will remain in Licensor or its suppliers at all times. Licensee shall not (i) remove any copyright, trade secret or other proprietary right notices contained on or in the Software or Documentation as provided by Licensor, (ii) reproduce or modify any Software or Documentation or copy thereof, (iii) reverse assemble, reverse engineer or decompile any Software, or copy thereof, in whole or in part (except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation), (iv) sell, transfer or otherwise make available to others the Software or Documentation, or any copy thereof, except as expressly permitted by this Schedule, or (v) apply any techniques to derive any trade secrets embodied in the Software or Documentation. Licensee shall take all appropriate actions to ensure that: (i) the Software does not leave the Designated Unit’s equipment location as set forth above, (ii) the Software is not copied by Licensee or any third parties, and (iii) the Software is not used in any equipment other than the Designated Unit. Licensee shall secure and protect the Software and Documentation and copies thereof from disclosure and shall take such actions with its employees and other persons who are permitted access to the Software or Documentation or copies as may be necessary to satisfy Licensee’s obligations hereunder. Prior to disposing of any computer medium, computer memory or data storage apparatus, Licensee shall ensure that all copies of Software and Documentation have been erased therefrom or otherwise destroyed. In the event that Licensee becomes aware that any Software or Documentation or copies are being used in a manner not permitted by the license, Licensee shall immediately notify Licensor in writing of such fact and if the person or persons so using the Software or Documentation are employed or otherwise subject to Licensee’s direction and control, Licensee shall use reasonable efforts to terminate such impermissible use. Licensee will fully cooperate with Licensor so as to enable Licensor to enforce its proprietary and property rights in the Software. Licensee agrees that, subject to Licensee’s reasonable security procedures, Licensor shall have immediate access to the Software at all times and that Licensor may take immediate possession thereof upon termination or expiration of the associated license or this Schedule. Licensee’s obligations under this paragraph shall survive any termination of a license, the Schedule or the Agreement. 5. UPDATES AND REVISIONS: During the warranty period or under a separate service contract or software update subscription, revised or updated versions of the Software licensed under this Schedule may be made available, at Licensor’s option, to Licensee to use or to test while Licensee continues use of a previous version. Licensee has the right to decide whether to install any such revised or updated versions or to continue use of the previous version after giving due regard to the United States Food and Drug Administration rules and regulations. However, Licensee shall pay Licensor for any services necessitated by any modifications of the Software by Licensee or by Licensee’s failure to utilize the current non-investigational version of the Software provided by Licensor. Software updates that provide new features or capabilities or that require hardware changes will be offered to Licensee at purchase prices established by Licensor. Licensor retains the sole right to determine whether an update represents an enhancement of a previously purchased capability or a new capability for which the Licensee will be charged. In addition, some updates may require Applications

124



[email protected]


Training performed by Licensor’s personnel that will be offered at Licensor’s prevailing rates. Licensor retains the sole right to determine whether an update requires such training. 6. DELIVERY, RISK OF LOSS AND TITLE: Notwithstanding the provisions of Section 6 of the attached Terms and Conditions of Sale, if any, the Software and Documentation licensed hereunder shall be delivered on or about the delivery date stated in the Agreement unless a separate delivery date is agreed upon. If Software or Documentation licensed hereunder is lost or damaged during shipment from Licensor, Licensor will replace it at no charge to Licensee. If any Software or Documentation supplied by Licensor and licensed hereunder is lost or damaged while in the possession of Licensee, Licensor will replace it at Licensor’s then current applicable charges, if any, for materials, processing and distribution. Notwithstanding the provisions of Section 6 of the attached Terms and Conditions of Sale, if any, the Software and Documentation, in any form, and all copies made by Licensee, including partial copies, and all computer media provided by Licensor are and remain the property of Licensor or its supplier. Licensee has no right, title or interest in the Software, the Documentation, or any computer media provided by Licensor, or copies, except as stated herein, and ownership of any such Software, Documentation and computer media shall at all times remain with Licensor or its suppliers. 7. LICENSE TRANSFER: The Software and Documentation, and the license hereunder, may not be assigned, transferred or sublicensed except as hereinafter provided. Upon the sale or lease of the Designated Unit to a third party, Licensee may transfer to such third party, with Licensor’s written consent and in accordance with Licensor’s then current policies and charges, the license to use the Software and Documentation hereunder, together with the Software, the Documentation, the computer media provided by Licensor, and all copies provided that: (i) Licensee notifies Licensor in writing of the name and address of such third party; (ii) such third party agrees in a written instrument delivered to Licensor to the terms of this Schedule; and (iii) Licensee does not retain any copies of the Software or Documentation in any form. 8. WARRANTIES: Licensor warrants that for the warranty period provided by Licensor under the attached Terms and Conditions of Sale, if any, the Software shall conform in all material respects to Licensor’s published specifications as contained in the applicable supporting Documentation. This paragraph replaces Paragraphs 10.1 and 10.4 of any such Terms and Conditions of Sale with respect to the Software and Documentation. Such Documentation may be updated by Licensor from time to time and such updates may constitute a change in specification. Licensee acknowledges that the Software is of such complexity that it may have inherent or latent defects. As Licensee’s sole remedy under the warranty, Licensor will provide services, during the warranty period, to correct documented Software errors which Licensor’s analysis indicates are caused by a defect in the unmodified version of the Software as provided by Licensor. Licensor does not warrant that the Software will meet Licensee’s requirements, or will operate in combinations which may be selected for use by Licensee, or that the operation of the Software will be uninterrupted or error free. Licensee is responsible for determining the appropriate use of and establishing the limitations of the Software and its associated Documentation as well as the results obtained by use thereof. LICENSOR MAKES NO WARRANTY WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION OTHER THAN THOSE SET FORTH IN THIS SECTION. THE WARRANTY HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY DISCLAIMED, AND CONSTITUTES THE ONLY WARRANTY MADE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION. 9. LICENSE TERM AND TERMINATION: The license for the Software and Documentation is effective on the shipment date of the Software and Documentation (F.O.B. shipping point or F.A.S., as the case may be) and continues until Licensee’s possession of the Software and all copies ceases (except in connection with a transfer of the license as permitted by this Schedule) or until otherwise terminated as provided herein. Licensee may terminate the license for the Software and Documentation at any time after discontinuance of use of the Software and Documentation and all copies, upon written notice to Licensor. If Licensee (i) fails to comply with its obligations herein and does not cure such failure within ten (10) days after receipt of notice from Licensor, or (ii) attempts to assign the Agreement or this Schedule or any rights or obligations hereunder without Licensor’s prior written consent, then Licensor may terminate the license hereunder and require the immediate discontinuance of all use of the Software and

Documentation and all copies thereof in any form, including modified versions and updated works. Within five (5) days after the termination of the license, Licensee shall, at Licensor’s option either: (i) return to Licensor the Software and Documentation, and all copies, in any form, including updated versions, along with any computer media provided by Licensor; or (ii) destroy the affected Software and Documentation, and all copies, in any form, including updated versions, and certify such return or destruction in writing to Licensor. 10. MISCELLANEOUS: Since the unauthorized use of the Software and/or Documentation may leave Licensor without an adequate remedy at law, Licensee agrees that injunctive or other equitable relief will be appropriate to restrain such use, threatened or actual. Licensee further agrees that to the extent applicable, (i) any of Licensor’s suppliers of Software and/or Documentation is a direct and intended beneficiary of this Schedule and may enforce it directly against Licensee with respect to the Software and/or Documentation provided by such supplier, and that (ii) NO SUPPLIER OF LICENSOR SHALL BE LIABLE FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF ANY SUBLICENSE OF THE SOFTWARE AND/OR DOCUMENTATION. THIS LIMITATION ON LIABILITY SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 11. ADDITIONAL PROVISIONS RELATING TO THIRD-PARTY SOFTWARE: If the Software includes software licensed by Licensor from third parties, the following additional provisions shall apply: (a) If Software is provided by Licensor on separate media and labeled “Recovery Media,” Licensee may use the Recovery Media solely to restore or reinstall the Software and/or Documentation originally installed on the Designated Unit. (b) Licensee is licensed to use the Software to provide only the limited functionality (specific tasks or processes) for which the Designated Unit has been designed and marketed by Licensor. This license specifically prohibits any other use of the software programs or functions, or inclusion of additional software programs or functions that do not directly support the limited functionality, on the Designated Unit. If Licensee uses the Designated Unit to access or utilize the services or functionality of Microsoft Windows Server products (such as Microsoft Windows NT Server 4.0 (all editions) or Microsoft Windows 2000 Server (all editions)), or uses the Designated Unit to permit workstation or computing devices to access or utilize the services or functionality of Microsoft Windows Server products, Licensee may be required to obtain a Client Access License for the Designated Unit and/or each such workstation or computing device. Licensee should refer to the end user license agreement for its Microsoft Windows Server product for additional information. (c) The Software may contain support for programs written in Java. Java technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of Java technology could lead directly to death, personal injury, or severe physical or environmental damage. Sun Microsystems, Inc. has contractually obligated Licensor’s supplier to make this disclaimer. (d) The Software may permit Licensor, its supplier(s), or their respective affiliates to provide or make available to Licensee Software updates, supplements, add-on components, or Internet-based services components of the Software after the date Licensee obtains its initial copy of the Software (“Supplemental Components”). - If Licensor provides or makes available to Licensee Supplemental components and no other end-user software licensing agreement terms are provided along with the Supplemental Components, then the terms of this Software License Schedule shall apply. - If a supplier of Licensor or affiliates of such a supplier make available Supplemental Components, and no other end-user software licensing agreement terms are provided, then the terms of this Schedule shall apply, except that the supplier or affiliate entity providing the Supplemental Component(s) shall be the licensor of the Supplemental Component(s). Licensor, its supplier(s), and their respective affiliates reserve the right to discontinue any Internet-based services provided to Licensee or made available to Licensee through the use of the Software. (e) The Software and Documentation supplied by Licensor’s suppliers are provided by such suppliers “AS IS” and with all faults.

SUCH SUPPLIERS DO NOT BEAR ANY OF THE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, OR EFFORT (INCLUDING LACK OF NEGLIGENCE) WITH RESPECT TO SUCH

125



[email protected]


SOFTWARE AND DOCUMENTATION. ALSO, THERE IS NO WARRANTY BY SUCH SUPPLIERS AGAINST INTERFERENCE WITH LICENSEE’S ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT. IF LICENSEE HAS RECEIVED ANY WARRANTIES REGARDING THE DESIGNATED UNIT OR THE SOFTWARE, THOSE WARRANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, LICENSOR’S SUPPLIERS. (f) Licensee acknowledges that portions of the Software are of U.S. origin. Licensee agrees to comply with all applicable international and national laws

that apply to the Software, including the U.S. Export Administration Regulations, as well as applicable end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information on exporting software supplied by Microsoft, see http://www.microsoft.com/exporting/. Revised 03/15/05

126

http://www.microsoft.com/exporting/



[email protected]


TRADE-IN EQUIPMENT REQUIREMENTS THE FOLLOWING APPLIES ONLY TO THE EXTENT THAT THE QUOTATION INCLUDES AN EQUIPMENT TRADE IN OR IF A TRADE-IN IS LATER ADDED TO THS QUOTATION VIA A CHANGE ORDER. THESE REQUIREMENTS ARE IN ADDITION TO ANY OTHER REFERENCED TERMS AND CONDITIONS OF THE QUOTATION AND SHALL REMAIN IN EFFECT REGARDLESS OF ANY CONTRARY LANGUAGE IN THE QUOTATION. This Quotation includes the trade-in equipment described herein and referenced by either the Project Number identified in the Quotation hereof (non-Ultrasound) or the Trade In Part Number (Ultrasound) as further described in the associated Trade Sheet which is incorporated herein by reference. Purchaser certifies that the description of the trade-in equipment as set forth on the Trade Sheet is a true and accurate representation of the equipment, and that the equipment is in good working condition unless otherwise noted on the Trade Sheet. The trade-in equipment must be made available for removal no later than turnover of the new equipment. Purchaser must vacate the room of all items not listed on the Trade Sheet, or otherwise clearly identify all items listed on the Trade Sheet, prior to the start of the de-installation. If this is not done, Seller will have no liability for items which are subsequently removed or scrapped. If the de-installation or return of the trade-in equipment is delayed by Purchaser for reasons other than a force majeure event, or if upon inspection by Seller it is determined that the equipment does not meet the manufacturer’s operating specifications, or if any items listed as included on the Trade Sheet are not made available at the time of de-installation, then trade-in value will be re-evaluated and any loss in value or additional costs incurred by Seller shall be deducted from the established trade-in value and the pricing set forth on this Quotation will be adjusted by change order. In the event that access to the non-ultrasound trade-in equipment is denied past 14 days from turnover, or access to ultrasound trade-in equipment is denied past 30 days from turnover, then Purchaser shall pay to Seller a rental fee in the amount 3.5% of the total trade-in value plus any additional value provided by an Elevate/Promotional program included in this quotation (no less than $1000) for each month, or part thereof, that access is denied. In addition, if the purchase and installation of the new equipment covered by this Quotation is not completed, then Seller shall invoice Purchaser for all costs and expenses incurred by Seller in connection with the de-installation and removal of the trade-in equipment, including but not limited to labor, materials, rigging out, and transportation, which costs shall be paid by Purchaser within thirty (30) days of the invoice date. Purchaser further acknowledges and agrees that (i) the trade-in equipment will be free and clear of all liens and encumbrances including, but not limited to, unpaid leases and loans, and that upon request, it will execute a bill of sale or other documents reasonably satisfactory to Siemens to transfer title and ownership of the equipment to Seller, (ii) it is Purchaser’s sole responsibility to delete all protected health information and any other confidential information from the equipment prior to de-installation, without damaging or cannibalizing the equipment or otherwise affecting the operation of the equipment in accordance with its specifications, (iii) the equipment, including all updates, upgrades, modifications, enhancements, revisions, software, S/W disks and manuals, shall be returned to Siemens in good operating condition, reasonable wear and tear excepted, and (iv) to the extent not prohibited by applicable law, Purchaser shall indemnify and hold Seller harmless from and against any and all claims, demands, causes of action, damages, liability, costs and expenses (including reasonable attorney's fees) resulting or arising from Purchaser’s failure to comply with item (i) above. FOR MR SYSTEMS: cryogen levels must be least 65% upon time of de-installation. FOR MOBILE SYSTEMS: system must be road worthy and a state issued title transferring ownership to Seller (or Designee) must be received prior to the removal of the mobile system. FOR MODALITY TRADE SYSTEMS (non-ultrasound): The trade-in equipment must be available for inspection within two weeks of the scheduled de-installation date. In addition, Purchaser must provide a clear path for the removal of the trade-in equipment and on the date of de-installation after final inspection and test by the Seller (or Designee) has occurred, the Purchaser must supply licensed tradespeople to disconnect the power and plumbing (including draining and removing and disposing of any hazardous materials including, but not limited to glycol from the chiller and oil from the transformer, as examples.) Any additional costs due to the need to use a larger rig (other than a standard 80 ton rig), as well as any construction activities, street closings, permits, etc., required to de-install/remove the equipment are out-of-scope costs and will be the responsibility of Purchaser. FOR ULTRASOUND SYSTEMS – Purchaser may provide transducers with the ultrasound unit being traded in, but will not receive additional credit for such transducers.

127



[email protected]


XP Warranty Information for XP RF / XP WH / XP SU Mobile Units only

Product (New Systems and “ECO”

Refurbished Systems Only)

Period of Warranty1 Coverage

X-Ray System (not including consumables)

12 months

Full Warranty (parts & labor) Principal Coverage Period 8am-5pm Monday through Friday 3

The parts warranty below only applies to purchased parts, not to replacement parts provided pursuant to a warranty. Repairs or replacements shall not interrupt, extend or prolong the term of the warranty. Image Intensifier Tubes (Sirecon, Optilux)

First 12 months Months 13 through 24

Prorated credit given to customer against replacement cost, parts only

credit percentage = (24 - months in use ) / 24*100

Flat Panel Detectors (e,g, Pixium, PaxScan, Canon, LMAM)

First 12 months Months 13 through 36

Prorated credit given to customer against replacement cost


General Diagnostic tubes (Opti, Optitop) Mammography tubes (P40/single tank unit) Single tank tubes (Polyphos,P125-135, (Sirephos, SR)

12 months

Single tank x-ray tubes (Powerphos)

Prorated to a maximum of 80,000 SLU2 or 12 months whichever occurs first


credit percentage = (80,000 - SLU used) / 80,000*100

Control Triodes for Generators

Prorated to a maximum of 12 months



TV Camera tubes (exposure tubes) and cathode-ray tubes (CRT)

Prorated to a maximum of 12 months



Consumables

Not covered

Post-Warranty (after expiration of system warranty) – Replacement parts only! Items above As described above, but parts only As described above, but parts only As described above, but parts only Spare parts 6 months Parts only

128



[email protected]


Note: Optional extended warranty coverage can be obtained by purchase of a service agreement. 1 Period of warranty commences from the date of first use or completion of installation, whichever occurs first.,. In the event the completion of installation is delayed for reasons beyond Siemens' control, the stated warranty period shall commence 60 days after delivery of equipment. 2 SLU: Siemens Load Unit (1 exposure or 2 seconds cine DCM (Digital Cine Mode) or 15 seconds Digital Pulsed Fluoroscopy (DPF) 3 Standard deliverable independent of subsequent service contract commitment

129

130

131

132

133

Proposal # 1-W6LBLC

Created: 8/25/2021 12:51:00 PM Siemens Medical Solutions USA, Inc. Confidential Page 1 of 15 Doc Id # 1-W6LBLE

District / Sales Office

SIEMENS MEDICAL SOLUTIONS USA,INC. , Attn: Christopher Lewis Phone: (559) 362-2607 Email: [email protected] Sold To Bill To Payer MAMMOTH HOSPITAL 85 SIERRA PARK RD MAMMOTH LAKES, CA 93546

MAMMOTH HOSPITAL 85 SIERRA PARK RD MAMMOTH LAKES, CA 93546

MAMMOTH HOSPITAL 85 SIERRA PARK RD MAMMOTH LAKES, CA 93546

Siemens Medical Solutions USA, Inc. is pleased to submit the following proposal for service and maintenance described herein at the stated prices and terms.

Subject to your acceptance of the terms and conditions on the face and general terms and conditions Document hereof.

Item # System Name Functional

Location Service Agreement Contract Duration Warranty Period Price

Partial Year Price Annual Price

1 Artis zee Multipurpose Silver contract Warranty + 7 Years $0 $0 $55,687

2 Ysio MAX Silver contract Warranty + 7 Years $0 $0 $29,454

The following are alternate/optional systems for this contract:

Opt/ Alt

Item # System Name Functional

Location Service Agreement Contract Duration

Warranty Period Price

Partial Year Price Annual Price Initialed

Opt 1 Mark 7 Arterion OEM contract Warranty + 7 Years $0 $0 $5,250

Opt 2 Powerware 9355 12-15 kVA UPS OEM contract Warranty + 7 Years $0 $0 $3,549

Includes: Parts and/or Labor to the extent shown in Exhibit A. System Updates. Access to Siemens Customer Care Center for technical telephone support (remote diagnostics, if available to the site and the equipment). Excludes: Parts defective due to "acts of God", abuse, misuse, neglect, thermal and shock. Specialty components, including, but not limited to: Glassware, Flat Detectors, Consumables, Transducers, MRI coils, SPECT and PET sources (unless purchased as an option). Non-Siemens components and accessories (such as VCR, injector, laser printer, MR surface coils, tables/table tops, chiller, UPS, etc.) unless specifically identified in Exhibit A. Terms of payment: Net 30 days from invoice date. Past due payment is subject to 1.5% interest charge per month.

Customer’s Acceptance Siemens Medical Solutions USA, Inc.

____________________________________________________ ____________________________________________________ (By) (Signature) (By) (Signature)

Christopher Lewis Account Executive

Name and Title Name and Title Acceptance Date ______________________________________ Customer P.O. # _________________________ (enter P.O. # for contract billing; if not provided, Siemens will invoice without P.O.) _________________________ (Initial if P.O. is required but will be issued prior to warranty expiration) Standing P.O. # _________________________ (for T&M charges outside of the contract) This service agreement proposal is valid for 30 days. Agreement becomes effective upon customer signature and Siemens acceptance. Customer's acceptance acknowledges receipt and agreement to Terms and Conditions set forth on all pages of this proposal.

134

Proposal # 1-W6LBLC


Exhibit A Item #1: Equipment: Artis zee Multipurpose Equipment Location: MAMMOTH HOSPITAL Address: 85 SIERRA PARK RD, 660, MAMMOTH LAKES, CA 93546 Functional Location:

Service Quote Nr: 1-UW6TR8 Rev 2

Equipment Quote Nr: CPQ-254857

Payment Frequency: Monthly

Standard Warranty: Extended Warranty

Warranty Start: Upon Warranty Commencement

Warranty End: 1 Year Duration

Warranty Price: $0

Service Agreement: Silver contract

Contract Start: Upon Warranty Expiration

Contract End: 7 Year Duration

Annual Price: $55,687

(See Glossary pages for detailed description of items listed below.)

Coverage applies during the Warranty or Contract Period as indicated: Warranty Period Contract Period

Principal Coverage Period 08:00am -

05:00pm M-F 08:00am -

05:00pm M-F Uptime Guarantee 98% 95% Phone Response 30 min 60 min On-Site Response 4 hours 8 hours Parts Order Requirement noon 6pm Parts Delivery Same Day Next Day Safety Checks ✓ ✓ Planned Maintenance ✓ ✓ Quality Assurance ✓ ✓ Updates ✓ ✓ Technical Phone Support ✓ ✓ Labor ✓ ✓ Travel ✓ ✓ teamplay Fleet Access ✓ ✓ Application Hotline Phone Support ✓ ✓ General Spare Parts Coverage ✓ ✓ No Consumable Coverage ✓ ✓ Megalix CAT Plus Tube and as40HDR Bundle ✓ ✓ Smart Remote Services ✓ ✓ No Large Display Monitor Coverage ✓ ✓ Guardian Select ✓ N/A Performance Reports ✓ N/A Continuous Effort ✓ N/A Real Time Monitoring M-F 7am-10pm ET ✓ N/A Accredited Self Study Program N/A Qty 1 Enhanced Virtual Learning Sub N/A Qty 1 Evolve (min 5 year agreement post warranty) N/A ✓ The Options or Alternatives listed below will be included in the warranty or contract as indicated, only if initialed: Opt/ Alt Option / Alternative

Add to Warranty Price

Add to Contract Annual Price Initial

Opt Post-PCP Extension 4 hours (05:00pm - 09:00pm M-F) $0 $9,949 Opt PM's performed outside PCP weekdays $0 $7,289 Opt Guardian Select N/A $10,650

135

Proposal # 1-W6LBLC


GUARDIAN SELECT PROGRAM: Includes: Real time preventive monitoring Fast access to expert decision from Level 2 technical support System performance reports Room down continuous repair effort (extends room down repairs past PCP, up to 1:00am local time) Uplifts standard Silver level Uptime Guarantee to 96% Uplifts on-site response time to 6 hours Customer is required to provide a full time VPN connection This pricing is only valid for new service contracts that are signed with the equipment purchase or prior to warranty commencement. Note: The proposal for this system has been developed based on PREMIER PURCHASING PARTNERS LP national agreement.

No further Options or Alternatives are included in the above listed equipment.

136

Proposal # 1-W6LBLC


Item #2: Equipment: Ysio MAX Equipment Location: MAMMOTH HOSPITAL Address: 85 SIERRA PARK RD, 660, MAMMOTH LAKES, CA 93546 Functional Location:




Standard Warranty: Extended Warranty



Warranty Price: $0

Service Agreement: Silver contract







05:00pm M-F 08:00am -

05:00pm M-F Uptime Guarantee 97% 95% Phone Response 30 min 60 min On-Site Response 4 hours 8 hours Parts Order Requirement noon 6pm Parts Delivery Same Day Next Day Smart Remote Services ✓ ✓ teamplay Basic ✓ N/A No Flat Detector Coverage ✓ ✓ Max Mobile FD Coverage WFD Qty 1 Qty 1 Tube coverage ✓ ✓ Safety Checks ✓ ✓ Planned Maintenance ✓ ✓ Quality Assurance ✓ ✓ Updates ✓ ✓ Technical Phone Support ✓ ✓ Labor ✓ ✓ Travel ✓ ✓ teamplay Fleet Access ✓ ✓ Application Hotline Phone Support ✓ ✓ General Spare Parts Coverage ✓ ✓ No Consumable Coverage ✓ ✓ Wallstand ✓ ✓ Enhanced Virtual Learning Sub N/A Qty 1 Detector Battery Coverage Included N/A ✓ The Options or Alternatives listed below will be included in the warranty or contract as indicated, only if initialed: Opt/ Alt Option / Alternative

Add to Warranty Price

Add to Contract Annual Price Initial

Opt PM's performed outside PCP weekdays $0 $4,793 This pricing is only valid for new service contracts that are signed with the equipment purchase or prior to warranty commencement. Note: The proposal for this system has been developed based on PREMIER PURCHASING PARTNERS LP national agreement.

137

Proposal # 1-W6LBLC



138

Proposal # 1-W6LBLC


Optional/Alternative System #1: Equipment: Mark 7 Arterion Equipment Location: MAMMOTH HOSPITAL Address: 85 SIERRA PARK RD, 660, MAMMOTH LAKES, CA 93546 Functional Location:




Standard Warranty: OEM Basic Warranty



Warranty Price: $0

Service Agreement: OEM contract







05:00pm M-F 08:00am -

05:00pm M-F On-Site Response 1 Business Day 1 Business Day Planned Maintenance ✓ ✓ Labor ✓ ✓ General Spare Parts Coverage ✓ ✓ Travel ✓ ✓ Hardware Updates/Upgrades ✓ ✓ Software Updates ✓ ✓ This pricing is only valid for new service contracts that are signed with the equipment purchase or prior to warranty commencement.


139

Proposal # 1-W6LBLC


Optional/Alternative System #2: Equipment: Powerware 9355 12-15 kVA UPS Equipment Location: MAMMOTH HOSPITAL Address: 85 SIERRA PARK RD, 660, MAMMOTH LAKES, CA 93546 Functional Location:




Standard Warranty: OEM Basic Warranty



Warranty Price: $0

Service Agreement: OEM contract





Coverage applies during the Warranty or Contract Period as indicated: Warranty Period Contract Period Principal Coverage Period 24x7 24x7 On-Site Response 1 Business Day 1 Business Day

Parts Delivery Next Business

Day Next Business

Day Technical Phone Support (24X7) ✓ ✓ Labor ✓ ✓ General Spare Parts Coverage ✓ ✓ Travel ✓ ✓ Site Visits During PCP ✓ ✓ Preventative Maintenance (UPS and Battery Only) ✓ ✓ Predict Pulse Basic remote monitoring service ✓ ✓ This pricing is only valid for new service contracts that are signed with the equipment purchase or prior to warranty commencement.


140

Proposal # 1-W6LBLC


Glossary

Deliverables Description Accredited Self Study Program

This accredited self-study program provides the latest trends in imaging. These hot topic review articles will be mailed directly to your institution and will provide up to 24 Category A Continuing Education Credits fully recognized by ARRT and NMTCB. A comprehensive study guide accompanies each article to help ensure focus on technologist-relevant information.

Application Hotline Phone Support

Siemens Customer Care Center Clinical Applications Phone Support is provided with this contract during modality specified hours, call 1-800-888-7436 with your questions and to receive direct access to a Clinical Education Specialist

Continuous Effort

In room-down/system-down situations, on-site work will continue past the contract PCP, 7 days a week, at no additional charge until the system is repaired, by not later than 1:00 a.m. local time. Continuous Effort applies only when a CSE has been on-site for at least one (1) hour prior to the end of the PCP. In such a case, Continuous Effort shall begin at the end of the PCP and end at 1 a.m. the following calendar day. Continuous Effort shall resume no sooner than seven (7) hours later, and may resume at a later time with the consent of the Customer.

Detector Battery Coverage Included Battery Coverage (Parts) for the mobile rad systems

Enhanced Virtual Learning Sub

This 12 month multi-modality subscription provides access for imaging professionals to receive additional educational content. This high-value content includes step-by-step performance-enhancing videos, a minimum of 6 one-hour on-demand webinars covering current clinical and industry topics, and access for up to 24 CEUs via your PEPconnect Virtual Wallet. The on-demand webinars are recorded and posted on a regular basis over the term of the subscription and are available for unlimited viewing once posted. Imaging professionals must be logged into PEPconnect (Siemens’ online learning platform) to be eligible to receive the CEUs. PEPconnect provides access to all online and virtual training with a wide variety of product-specific, clinical and job-relevant courses. This educational offering must be completed 12 months from purchase date. If training is not completed within the applicable time period, Siemens obligation to provide the training will expire without refund.

Evolve (min 5 year agreement post warranty)

At least 1 software upgrade. 1 hardware upgrade to the main system (IVS). syngo MultiModality Workplace and refurbished systems excluded in all cases.

General Spare Parts Coverage Replacement of standard spare parts. Excludes high-vacuum components, consumables, Shock wave components, Transducers, TEE's and Specialty Probes, Flat Panel Detectors, MMLC, and Waveguides. Excludes non-Siemens parts unless specifically identified in Exhibit A.

Guardian Select

The Siemens Guardian ProgramTM offers you proactive online monitoring of your system’s performance on an ongoing real-time basis. By continuously monitoring your system for possible deviations from current norms, the Guardian Program provides for a high level of system availability, making it possible to detect and resolve system errors before malfunctions occur. In the event of a system error message, one of our certified support engineers will immediately evaluate and initiate appropriate actions. An expert opinion on the exact status of your system is also offered within the first 15 minutes.

Hardware Updates/Upgrades Covers hardware updates and technical support.

Labor Unlimited coverage of on-site labor during the Principal Coverage Period indicated. Preferred labor rates for billable service outside of Principal Coverage Period (at current prevailing tiered rates).

Max Mobile FD Coverage WFD

Covers the replacement of the mobile detector for wear, failure or damage, including labor and parts. Excludes damage caused by thermal fluctuations outside specifications, mechanical shock (i.e. dropping), electrical transients and damage caused by improper environmental conditions. Detector batteries are included. Maximum one replacement per year due to damage.

Megalix CAT Plus Tube and as40HDR Bundle

X-ray tube and Detector are covered for the full value of replacement for Wear and Failure. Coverage of the detector and tube is bundled and is provided at a discounted rate.

No Consumable Coverage Upon selection to not have consumable coverage, customer agrees to supply at his/her own expense consumables, such as but not limited to, batteries, leads, padding, storage media, cassettes, etc. Full list of consumables covered can be found on teamplay Fleet customer portal: fleet.siemens-healthineers.com.

No Flat Detector Coverage Excludes coverage of the fixed or cassette Flat Panel Detector(s).

No Large Display Monitor Coverage

Does not cover parts and labor to repair Large Monitor Display and all directly associated components from wear/failure/damage. This absence of coverage means multi-display manager, converter video and any associated parts are also not covered with no limitations.

141

Proposal # 1-W6LBLC


Deliverables Description

On-Site Response

Siemens guarantees on-site CSE arrival within a specific time period (see Exhibit A) after a call for service has been placed with the Siemens Customer Care Center. This on-site response applies in system/room down situations only. (See Response Time Guarantee in General Terms and Conditions for additional information)

Parts Delivery Spare parts arrival for on-site repair of room-down/system-down is typically the Same Day following the time the parts order is submitted.

Parts Order Requirement Parts order must be placed with Siemens by noon (Customer's local time) in order to receive Parts Delivery commitment as specified.

Performance Reports Reports generated for Customers with Guardian coverage.

Phone Response A representative from Siemens Healthineers will follow up with the customer within this timeframe to discuss the status of the initial notification.

Planned Maintenance Preventive services carried out in accordance with the equipment's specific maintenance plan. This includes: tracking and scheduling of required maintenance tasks; exchange of wear and tear parts according to maintenance plan; care measures; adjustments to factory specifications; verification of specified performance and functionality; documentation and detailed protocol of system condition.

PM's performed outside PCP weekdays (Optional)

Siemens will coordinate planned maintenance in accordance with the manufacturer's recommendations outside the PCP hours indicated in Exhibit A, on Weekdays only, between the hours of 6AM to 2AM Local Time.

Post-PCP Extension 4 hours (Optional)

One or more blocks of 4-hours, starting at the end of the Principal Coverage Period, as noted in Exhibit A; on-site labor shall not be between the hours of 2am and 6am Local Time.

Predict Pulse Basic remote monitoring service

Remote monitoring Service. Customer must provide access for remote monitoring.

Preventative Maintenance (UPS and Battery Only)

Siemens will coordinate planned maintenance in accordance with the manufacturer's recommendations within the PCP hours as indicated above.

Principal Coverage Period Hours defined in Exhibit A during which agreed-upon services are provided.

Quality Assurance Regular quality assurance tasks and image quality inspections to achieve consistent, high-quality images, are performed to keep the system within the quality specifications as issued by the factory.

Real Time Monitoring M-F 7am-10pm ET

Real time event monitoring of a system by a Siemens engineer. Customers will be notified of critical events and action for resolution within 15 minutes of event occurring. Events of non-critical nature will be stored for trending purposes enabling predictive analysis for potential future failures. Siemens will respond to trends and schedule service accordingly.

Safety Checks

Safety Checks are performed to ensure compliance with all local and federal guidelines and regulations. This service consists of:

Tracking and scheduling of required tests Mechanical Safety Checks (e.g. mechanical movements etc.) Electrical Safety Checks (e.g. leakage currents, insulation etc.) Reporting of findings and results

Site Visits During PCP Unlimited site visits during the Principal Coverage Period indicated.

Smart Remote Services

Smart Remote Services – the efficient and comprehensive infrastructure for medical equipment-related remote services – combines high-tech medical engineering with state-of-the-art information technology. Services, which formerly required on-site visits, are now available via data transfer. SRS enables both Core Services (which are included as part of our standard service agreements), as well as optional services (called Enhanced Productivity Services - EPS). A VPN connection is required.

Software Updates Includes software updates.

teamplay Basic

teamplay is a cloud based solution that provides Customer access to certain metrics on the Equipment and other Siemens imaging systems connected to Customer’s network. teamplay’s Basic applications require the installation of locally installed teamplay receiver software with web-based analytics relating to usage data management. The teamplay receiver software can be installed on Customer’s hardware or virtual machines meeting the minimum hardware requirements.

teamplay Fleet Access teamplay Fleet portal provides most relevant equipment information, including contract duration and service level agreement across your entire institution and multiple locations. Access includes documents, online training courses provided by PEPconnect and smart connection to other teamplay applications across any of Siemens Healthineers imaging, laboratory and software solutions.

142

Proposal # 1-W6LBLC


Deliverables Description

Technical Phone Support

Access to specialists at the Siemens Customer Care Center for fast diagnosis and technical support is available during Core Modality Hours. Technical support resources will be available outside of Core Modality Hours on an on-call basis during the On-Call Hours specified by modality. Telephone response times cannot be guaranteed outside of Core Modality Hours. All modality hours are listed below (and can also be found on teamplay Fleet: fleet.siemens-healthineers.com) and are subject to change. Modality (EST) AT AX

Core Hours 7:00a – 7:00p M-F On Call Hours 24 x 7 outside Core Modality Hours AT SU

Core Hours 8:00a – 6:00p M-F On Call Hours N/A

AT ECS Core Hours 8:00a – 6:00p M-F On Call Hours 6:00p – 12:00a M-F

CT Core Hours 7:00a – 1:00a M-F On Call Hours 7:00a – 5:00p Sat – Sun

24 x 7 outside Core Modality Hours MI PET

Core Hours 6:30a – 10:00p M-F On Call Hours 7:00a – 3:00p Sat – Sun

6:30a – 10:00p Holidays MI SPECT

Core Hours 7:00a – 8:00p M-F On Call Hours 8:00p – 12:00a M-F

7:00a – 5:00p Sat – Sun 6:00a – 12:00a Holidays

MI PCL (Preclinical Systems) Core Hours 8:00a – 6:00p M-F On Call Hours n/a

MR Core Hours 6:30a – 9:00p M-F On Call Hours 7:00a – 5:00p Sat

24 x 7 outside Core Modality Hours ULT

Core Hours 7:30a – 8:00p M-F On Call Hours 8:00p – 11:00p M-F

8:00a – 8:00p Sat – Sun XP RF


8:00a – 8:00p Sat – Sun XP WH XPU XP SU


8:00a – 8:00p Sat – Sun

Technical Phone Support (24X7)

Direct access to specialists at the Siemens Customer Care Center for fast diagnosis and technical support 24 hours a day, 7 days a week.

Travel Includes travel time for Customer Service Engineer to and from Customer's site. Subject to change to reflect currently prevailing rates, if occurring outside of the Principal Coverage Period indicated.

Tube coverage Covers replacement of X-Ray tube, if necessary.

Updates Modifications or reliability enhancements to equipment includes two types: Mandatory (safety and performance-related update instructions) and Non-mandatory (reliability-related service instructions). Labor is included during the hours of PCP. Does not include enhancements to the operating systems or additional functionality.

Uptime Guarantee

Siemens guarantees that the Equipment will function at the minimum Uptime Performance level as specified on Exhibit A. System availability is calculated over a 12-month period, calculated over the Principal Coverage Period. Siemens Remote Services (SRS) connection via VPN broadband is required. (See Uptime Guarantee of General Terms and Conditions for further details.)

Wallstand Includes coverage for repair of the Wall Stand.

143

Proposal # 1-W6LBLC


Siemens Medical Solutions USA, Inc. General Terms and Conditions

1. Scope For the term set forth on the first page hereof under the heading “Contract Duration”, Siemens will provide (i) remedial maintenance service on the equipment described on the preceding pages hereof (the “Equipment”) when requested by the Customer, as well as planned maintenance inspections, when scheduled, as further described in the Glossary section attached hereto, in order to keep the Equipment operating in accordance with the manufacturer’s specifications, and (ii) any training courses and/or other educational offerings described in Exhibit A and the Glossary. Siemens will make every effort to respond to service calls at a mutually agreed upon arrival time consistent with the provisions cited in Section 2. In connection with the provision of Equipment maintenance services, Siemens may take photographs or other images of the Equipment or components thereof in order to expedite the completion of repairs, provided that any such photographs shall not include any patients, employees or agents of the Customer and further provided that such photographs and images will only be used in order for Siemens to carry out its duties and responsibilities hereunder. In the event that (i) the term of this Agreement does not include the Equipment warranty period (as indicated on the first page hereof under the heading “Contract Duration”), or (ii) the term of this Agreement does not commence immediately upon the expiration of the Siemens warranty, or (iii) the Equipment was serviced prior to commencement of the term by anyone other than Siemens or an authorized Siemens dealer or service provider, or (iv) the Equipment was moved from its original location or is not connected to its original power supply (other than portable or mobile Equipment), then the Equipment is subject to inspection by Siemens to determine if it is in good operating condition prior to the commencement of services under this Agreement. Any inspection as well as any repairs or adjustments deemed necessary by Siemens during such inspection may be made at Siemens’ per-call rates and terms then in effect and may include charges for parts, with all such repairs or adjustments to be completed prior to the commencement of service under this Agreement. 2. Principal Coverage Period (PCP) Service and maintenance will be provided during the principal coverage period (“PCP”) as defined on Exhibit A, excluding the following holidays: New Years Day, Memorial Day (observed), Independence Day, Labor Day, Thanksgiving Day, Christmas Day. If one of the foregoing holidays falls on a Saturday, then the holiday will be observed on the previous Friday, and if the holiday falls on a Sunday, the holiday will be observed on the following Monday. Unless an extended hours coverage option has been selected, labor and travel required outside the PCP will be charged at Siemens’ per-call rates and terms then in effect. 3. Replacement Parts and Labor Siemens will supply at its own expense, necessary parts and labor, except as indicated in the Glossary section, provided replacement of the parts and necessary labor is required because of normal wear and tear or otherwise deemed necessary by Siemens and further provided that the Siemens-manufactured parts are available from the factory. For all parts and labor excluded from coverage under this Agreement, Customer must purchase all necessary replacement parts and labor from Siemens under Siemens’ Standard Terms and Conditions of Sale for Spare Parts and promptly return to Siemens all used, unused or defective parts. All Parts will be new, standard parts, or used, reworked or refurbished parts that comply with applicable performance and reliability specifications. Exchange parts removed from the Equipment shall become the property of Siemens unless such exchange parts constitute “hazardous wastes”, “hazardous substances”, “special wastes” or other similar materials, as such terms are defined by any federal, state or local laws, rules or regulations, in which case, at the option of Siemens, the exchange parts shall remain the property of the Customer and shall be disposed of by the Customer in strict compliance with all applicable laws, rules and regulations. 4. Planned Maintenance (PM) Planned maintenance will be carried out according to the manufacturer's recommended schedule. Planned maintenance generally includes checking mechanical and electrical safety, lubrication, functional testing and adjusting for optimum performance as specified in the detailed planned maintenance work plan. 5. Software Maintenance Whenever the Equipment covered by this Agreement utilizes Siemens’ operating system software, Siemens will provide all maintenance and commercially available updates for such operating system software as part of this Agreement. Such updates will solely enhance previously purchased capacities of the Equipment. Operating system software upgrades that provide new features or capabilities or that require hardware changes will be offered to Customer when commercially available and at purchase prices established by Siemens. In addition, some upgrades may require applications training performed by Siemens’ personnel that will be offered at Siemens’ rates and terms then in effect. Siemens retains the sole right to determine whether an upgrade requires such training. Nothing in this Agreement shall in any way grant to Customer any right to or license in any diagnostic service software utilized by Siemens in servicing the Equipment. Such service software is and remains the property of Siemens and is available to Customer pursuant to the terms and conditions of a separate diagnostic materials

license agreement, which may require payment of a license fee. This service software shall be disabled by Siemens upon cancellation or termination of this Agreement. 6. Equipment; Location; Remote Access The Equipment covered under this Agreement is limited to the Siemens furnished Equipment described on the face sheet(s). Customer is required to maintain the Equipment in accordance with the manufacturer’s written specifications. The Equipment shall not be moved to another location unless Customer obtains the prior written consent of Siemens, except that Customer shall be entitled to move: portable Equipment (e.g., Ultrasound equipment so long as it remains inside the Customer’s same facility to which it was originally delivered). Siemens Equipment that is housed in a mobile vehicle, van or trailer may be moved to other locations within the same facility, so long as the Customer informs Siemens of the location of the Equipment when Siemens is scheduled to provide on-site service. If Equipment is located in a trailer, van or other form of mobile vehicle, the Equipment may be moved from the Equipment Location identified on Exhibit A, provided, however, that Siemens shall not be required to service such Equipment, and the Response Time and Uptime Performance Guarantees (if any) or Availability Commitment (if applicable) shall not apply, if either (a) the Customer does not notify Siemens at least one (1) month in advance of the Equipment’s mobile route, or (b) the Equipment is moved more than 25 miles from the original Equipment Location. If fixed Equipment is moved to any other location within the Customer’s facility, then either (a) the Customer will engage Siemens to relocate the Equipment, at Siemens’ then current rates and charges, or (b) if Siemens does not perform the services necessary to relocate the Equipment, then Siemens may suspend services with respect to such Equipment until Siemens performs an inspection of the Equipment, at the Customer’s cost, to determine if any repairs are necessitated as a result of any such relocation (in which case the Customer shall be separately charged for such repairs, including parts and labor, at Siemens’ rates and charges then in effect). Siemens service personnel will be given full and safe access to the Equipment to perform inspections and service/maintenance on the Customer’s premises, and will make specific appointments for such maintenance. If the Equipment is not made available at the appointed time, waiting time beyond a reasonable allowance will be charged at Siemens’ per-call rates and terms then in effect. Customer shall arrange for the Equipment to be cleaned and decontaminated after contact with blood or other potentially infectious material. However, Customer shall have no obligation to open closed Equipment to clean or decontaminate internal components. Customer shall provide Siemens with both on-site and remote access to the Equipment. Customer shall provide on-site access at premises free of hazardous, concealed or dangerous conditions, including safe and unobstructed means of ingress and egress. The remote access shall be provided through the Customer network as is reasonably necessary for Siemens to provide services under this Agreement. Remote access will be established through a broadband internet based connection to either a Customer owned or Siemens provided secure end-point. The method of connection will be a Peer-to-Peer VPN IPsec tunnel (non-client based) or another technology specified by Siemens which provides a comparable level of protection, in either case with specific inbound and outbound port requirements. In the event the Customer fails to provide or maintain the remote access connection for any Proactive Service Agreement (e.g., Pinnacle, Select, Essential, as identified in Exhibit A), or any Signature, Benchmark, or Balance Service Agreement with a volume-based deliverable as defined in Exhibit A, then Siemens shall have the option to terminate this Agreement. In addition, in accordance with the terms of Section 22 hereof, any Uptime Performance Guarantee or Availability Commitment (if applicable) shall be void if the remote access connection is not provided and available 24 hours per day, 7 days a week. 7. Agreement Term; Price; Payment Terms This Agreement shall be in effect for the period stated on the first page of this Agreement. For the basic services to be provided by Siemens under the terms of this Agreement, Siemens shall send invoices to the Customer and payments shall be made in advance based on the payment frequency shown in Exhibit A under “Payment Frequency”. Invoices for all amounts due under this Agreement shall be sent to the Customer by regular U.S. mail, postage prepaid, at the address set forth on the first page hereof under “Bill To”. After the first year of the term of the Equipment coverage period set forth in the Agreement, Siemens may increase the Annual Agreement Price no more than once every twelve (12) months based upon the percentage increase in the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items (“CPI”), as published by the United States Department of Labor, Bureau of Labor Statistics. The percentage increase in the CPI shall be measured over the period since the commencement of the Agreement (in the case of the first price increase) or since the effective date of the last price increase (in the case of any subsequent price increases). Siemens

144

Proposal # 1-W6LBLC


shall provide the Customer with no less than thirty (30) days written notice of any price increase. All payments to be made by Customer under this Agreement are due net thirty (30) days from the invoice date. Past due payments shall bear interest at the rate of 1½% per month. 8. Causes for Exclusion/Separate Charges This Agreement specifically excludes labor, parts and expenses necessary to repair Equipment: • damaged by fire, accident, misuse, abuse, negligence, improper application or alteration or by a force majeure occurrence as described in Section 17 hereof, or by the Customer’s failure to operate the Equipment in accordance with the manufacturer’s instructions, including without limitation Customer’s failure to maintain the recommended operating environment and line conditions or intentional delay in requesting service for Equipment; • defective due to unauthorized attempts to repair, relocate, maintain, service, add to or modify the Equipment by the Customer or any third party or due to the attachment and/or use of non-Siemens supplied parts, equipment or software without Siemens’ prior written approval (and if the Customer or a third party modifies the Equipment, then Siemens may remove such Equipment from coverage under this Agreement unless the Customer restores the Equipment to the manufacturer’s published specifications); • defective due to any repair or service of the Equipment by the Customer or any third party prior to the commencement of the term of this Agreement; • due to Customer not providing full access to the Equipment, on a safe site free of hazardous, concealed or dangerous conditions; • which failed due to causes from within non-Siemens supplied equipment, parts or software including, but not limited to, problems with the Customer's network; • which is worn out and cannot be reasonably repaired due to the unavailability of spare parts from the original equipment manufacturer; or • which is a transducer or probe and which is damaged or defective, or which failed, due to any of the foregoing causes or due to improper cleaning, disinfecting or TEE bite marks. If Siemens is called upon to service or repair Equipment which falls under this Section 8, a separate invoice will be issued for labor, parts and expenses at Siemens’ rates and terms then in effect. This Agreement does not entitle the Customer to services related to information technology, patient and imaging workflow design and analysis, or problem diagnosis. Siemens’ responsibility under this Agreement does not extend beyond the outbound or inbound sockets of the Equipment. In addition, changes, adjustments, additions or repairs required to or with respect to the Equipment resulting from issues, matters, items or concerns that are the responsibility of the Customer, such as changes related to Customer's network infrastructure, are not covered by this Agreement. This may include, but is not limited to, network IP address changes. Although the Equipment may have limited short term storage capacity, the storage of images, both patient and QA images, is the responsibility of the Customer. If Siemens offers a Network Assistance option for the Equipment and the Customer purchases this option as indicated on Exhibit A, then Siemens shall assist the Customer in its efforts to identify the cause of any network or connectivity problems which may affect the operation of the Equipment; provided, however, that the price for this option does not include the cost of any repairs (labor, parts, etc.) to remedy such problems, which shall be the sole responsibility of the Customer. If the Customer does not purchase this option, or if this option is not offered by Siemens, then any assistance provided by Siemens to the Customer with respect to any network or connectivity issues shall require a P.O. from the Customer and shall be separately billed to the Customer at Siemens' then current rates and charges. 9. Default Customer shall be in default under this Agreement upon: (i) a failure by Customer to make any payment due Siemens within ten (10) days of receipt of notice from Siemens that the payment was not made within the applicable payment period; (ii) a failure by Customer to perform any other obligation under this Agreement within thirty (30) days of receipt of notice from Siemens; (iii) a failure by Customer to grant Siemens access to the Equipment as set forth in Section 6 of this Agreement; (iv) a failure by Customer to notify Siemens the Equipment is in need of remedial maintenance or to permit Siemens to inspect, repair or adjust the Equipment as deemed necessary by Siemens (a) as set forth in Section 1 of this Agreement; or (b) at any time during the term of this Agreement in order to keep the Equipment operating in material compliance with the written specifications; (v) a failure by Customer to maintain the Equipment in accordance with the manufacturer’s written specifications; (vi) a failure by Customer to purchase from Siemens all necessary replacement parts and labor that are excluded from coverage under this Agreement; (vii) a default by Customer or any affiliate of the Customer under any other obligation to or agreement with Siemens or Siemens Financial Services, Inc. or any assignee of the foregoing (including but not limited to, a promissory note, lease, rental agreement, license agreement or purchase contract); or (viii) the commencement of any insolvency, bankruptcy or similar proceedings by or against the Customer (including

any assignment by Customer for the benefit of creditors). Upon the occurrence of any event of default hereunder, Siemens may, in addition to any and all other remedies available under law, elect to: (i) immediately cease providing services under this Agreement and any and all other agreements between the parties, or suspend any training courses or educational offerings provided under this Agreement, until the default is cured or corrected, (ii) terminate this Agreement, in which case Customer shall pay to Siemens (a) all amounts due under this Agreement through the effective date of termination, (b) as liquidated damages and not as a penalty, an amount equal to 25% of the remaining payments due under this Agreement from the date of termination through the scheduled expiration of the term of this Agreement, and (c) all costs and expenses of collection, including without limitation reasonable attorneys’ fees and court costs incurred by Siemens as a result of the Customer’s default, (iii) void any and all warranties for the Equipment that has been affected by the use of unauthorized replacement parts and/or Customer or third-party labor; and/or (iv) commence collection actions (including court actions) for all sums due under this Agreement. All rights and remedies available to Siemens hereunder, by law or equity, shall be cumulative and there shall be no obligation for Siemens to exercise a particular remedy. In the event that Customer cures all defaults hereunder, then prior to resumption of the Equipment maintenance services under this Agreement, Siemens may inspect the Equipment to determine if it is in good operating condition. Such inspection shall be charged to the Customer at Siemens’ per-call rates and terms then in effect. Any repairs or adjustments which Siemens determines are required due to (i) the use of any non-Siemens parts, (ii) the repair or service of the Equipment by the Customer or any third party during the suspension of services by Siemens, or (iii) any of the exclusions from coverage set forth in Section 8 of this Agreement, shall be charged to the Customer at Siemens’ rates and terms then in effect and shall include charges for parts, with all such repairs or adjustments to be completed prior to the resumption of service under this Agreement. 10. Limitation of Liability Siemens’ entire liability and Customer’s exclusive remedy for any direct damages incurred by the Customer from any cause whatsoever, and regardless of the form of action, whether liability in contract or in tort, arising under this Agreement or related hereto, shall not exceed, as applicable: (i) an amount equal to the Annual Agreement Price (in effect when the cause of action arose) for the specific item of Equipment under this Agreement that caused the damage or is the subject matter of, or is directly related to, the cause of action, or (ii) the amount paid by Customer to Siemens under this Agreement for the particular training course or educational offering that is the subject matter of the claim. The foregoing limitation of liability shall not apply to claims by Customer or third parties for bodily injury or damage to real property or tangible personal property (including damage to the Equipment covered by this Agreement) caused solely and directly by the gross negligence or willful misconduct of Siemens. In addition, Siemens shall have no liability hereunder to Customer to the extent that Customer’s or any third party’s acts or omissions contributed in any way to any loss it sustained or to the extent that the loss or damage is due to a force majeure occurrence as described in Section 17 hereof or any other cause beyond the reasonable control of Siemens. THIS IS A SERVICE AGREEMENT. WITHOUT LIMITING THE LIMITATION OF LIABILITY SET FORTH IN THE PRECEDING PARAGRAPH, SIEMENS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SIEMENS BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST REVENUES, LOSS OF USE OR DOWNTIME (EXCEPT AS OTHERWISE PROVIDED HEREIN), LOST DATA, OR FOR ANY INDIRECT, INCIDENTAL, UNFORESEEN, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF SIEMENS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE EQUIPMENT. 11. Notices Except for the issuance of invoices as set forth in Section 7 hereof, all notices required to be provided hereunder shall be in writing and shall be sent by overnight delivery via a nationally recognized delivery service or by certified or registered mail, postage prepaid, to Siemens at the address set forth on the first page of this Agreement and to the Customer at the address set forth under “Bill To” on the first page of this Agreement. Notice given in compliance with this Section 11 shall be sufficient for all purposes under this Agreement, and such notice shall be effective when sent. Either party may change its notice address only if notification is sent in writing pursuant to this Section 11. 12. Governing Law; Waiver of Jury Trial This Agreement shall be governed by the laws of the Commonwealth of PA. TO THE EXTENT NOT PROHIBITED BY LAW, THE PARTIES WAIVE ALL RIGHTS TO A JURY TRIAL IN ANY LITIGATION ARISING FROM OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. 13. Government Access Clause Until the expiration of four (4) years after the furnishing of any services under this Agreement, Siemens shall make available upon written request of the Secretary of the Department of Health and Human Services, the Comptroller General, or any of their duly authorized representatives, this Agreement and the books, documents and

145

Proposal # 1-W6LBLC


records of Siemens which are necessary to certify the nature and extent of costs incurred under this Agreement. If Siemens carries out any of the duties of this Agreement through a subcontract with a value of $10,000 or more over a 12 month period with a related organization, such subcontract shall include a clause to the effect that until the expiration of four (4) years after the furnishing of any services under the subcontract, the related organization shall make available upon written request of the Secretary of the Department of Health and Human Services, the Comptroller General, or any of their duly authorized representatives, the subcontract and the books, documents and records of the related organization that are necessary to certify the nature and extent of costs incurred under that subcontract. This provision shall apply if and solely to the extent that Section 1861 (v) (1) (I) of the Social Security Act applies to this Agreement. 14. Damages, Costs, And Fees In the event that any dispute or difference is brought arising from or relating to this Agreement or the breach, termination, or validity thereof, the prevailing party shall not be entitled to recover from the other party punitive damages. The prevailing party shall be entitled to recover from the other party all reasonable attorneys’ fees and collection agency fees incurred, together with such other expenses, costs and disbursements as may be allowed by law. 15. Severability; Headings No provision of this Agreement which may be deemed invalid, illegal or unenforceable will in any way invalidate any other portion or provision of this Agreement. Paragraph headings are for convenience only and will have no substantive effect. 16. Waiver No failure, and no delay in exercising, on the part of any party, any right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right preclude the further exercise of any other right. 17. Force Majeure Siemens will not be liable to Customer for any failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control and without its fault or negligence including, but not limited to, governmental laws and regulations, acts of God or the public, war or other violence, civil commotion, blockades, embargoes, calamities, floods, fires, earthquakes, explosions, accidents, storms, strikes, lockouts, work stoppages, labor disputes, or unavailability of labor, raw materials, power or supplies. In addition, in the event of any determination pursuant to the provisions of a collective bargaining agreement between the Customer and any labor union representing any employees of the Customer preventing or hindering the performance of any of the obligations of Siemens under this Agreement, or determining that the performance of any such obligations violates provisions of that collective bargaining agreement, or in the event a trade union, or unions, representing any of the employees of the Customer otherwise prevents Siemens from performing any such obligations, then Siemens shall be excused from the performance of such obligations unless the Customer makes all required arrangements with the trade union, or unions, to permit Siemens to perform the work. The Customer shall pay any additional costs incurred by Siemens that are related to any labor dispute(s) that involve the Customer. 18. Confidentiality Siemens and the Customer shall maintain the confidentiality of any information provided or disclosed to the other party, its employees or agents (a “receiving party”) relating to the business, customers and/or patients of the disclosing party, including but not limited to know-how, technical data, processes, software, techniques, developments, inventions, research products and plans for future developments, proprietary matters of a business or technical nature, as well as this Agreement and its terms (including the pricing and other financial terms under which the Customer will be obtaining the services hereunder). Confidential Information shall also include all written materials (including correspondence, memoranda, manuals, training materials, notes and notebooks) and all computer software, models, mechanisms, devices, drawings or plans which may be disclosed or made available embodying Confidential Information. All Confidential Information shall be and remain the sole and exclusive property of the disclosing party. Each party shall use reasonable care to protect the confidentiality of the information disclosed, but no less than the degree of care it would use to protect its own confidential information, and shall only disclose the other party’s confidential information to its employees and agents having a need to know this information. Confidential Information shall not include any information or data which (i) is or becomes public knowledge (through no fault of the receiving party or any of its employees or agents), (ii) is made available to the receiving party by an independent third party without any obligation of confidentiality, (iii) is already in the receiving party’s possession at the time of receipt from the disclosing party (as such prior possession can be properly demonstrated by it), or (iv) is required by law to be disclosed, provided that the receiving party gives the disclosing party advance notice of the requirement for disclosure so that the disclosing party can take whatever action it deems necessary to protect the disclosure of its Confidential Information. In addition, this confidentiality provision shall not apply to any action brought by either party to enforce the terms of this Agreement against the other party. Any unauthorized use, disclosure or misappropriation of any Confidential Information by the receiving party in violation the foregoing may result in irreparable and continuing damage to the disclosing party; in the event of such breach, the disclosing party shall be entitled to obtain immediate injunctive relief and any other relief or remedies to which it may be entitled. The receiving party waives any requirement that

the disclosing party post a bond or other security in connection with any petition filed by the disclosing party for injunctive relief. In the event that a court of competent jurisdiction determines that the receiving party has breached this provision, then the receiving party shall reimburse the disclosing party for the costs of any court proceedings and all reasonable attorneys’ fees. 19. End of Support Announcement Notwithstanding anything to the contrary contained herein, in the event that Siemens makes a general announcement that it will no longer offer service agreements for an item of Equipment or components thereof, or provide a particular service agreement option or feature, whether due to the unavailability of spare parts or otherwise (an “EOS Announcement”), then upon no less than twelve (12) months prior written notice to the Customer, Siemens may remove any affected Equipment, components, options or features from coverage under this Agreement, with a corresponding adjustment of the Annual Agreement Price. In addition, at the end of this twelve (12) month period, the Customer may either remove the affected Equipment, components, options or features from coverage under this Agreement on or after the EOS date and with no less than thirty (30) days written notice; or request that Siemens provide service or parts on a time and materials basis only, at Siemens’ rates and terms then in effect, for any Equipment, components, options or features subject to an EOS Announcement. 20. Removal of Equipment from Coverage The Customer may remove Equipment from coverage under this Agreement at any time upon no less than thirty (30) days prior written notice to Siemens if the use of the Equipment is permanently discontinued and the Equipment is removed from service. There is no fee for this cancellation. Prorated credit will be issued for any advance payments made by the Customer for the period after the effective date of removal (based on the notice requirement). In addition, if the Customer sells or otherwise transfers any of the Equipment to a third party and the Equipment remains installed and in use at the same location, but such third party does not assume the obligations of the Customer under this Agreement or enter into a new service agreement with Siemens with a term at least equal to the unexpired term of this Agreement, then the Customer may terminate this Agreement with respect to such Equipment upon no less than thirty (30) days prior written notice to Siemens, in which case the Customer shall pay to Siemens (i) all amounts due under this Agreement through the effective date of termination (based on the notice requirement) and (ii) as liquidated damages and not as a penalty, an amount equal to 25% of the remaining payments due under this Agreement for such Equipment from the date of termination through the scheduled expiration of the term of this Agreement. 21. HIPAA To the extent required by the provisions of the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and any regulations promulgated thereunder, Siemens does hereby assure Customer that it will appropriately safeguard Protected Health Information (as defined under HIPAA) made available to or obtained by Siemens pursuant to this Agreement or any Service Schedule (“PHI”). Without limiting the obligations of Siemens otherwise set forth in this Agreement or imposed by applicable law, Siemens agrees to comply with applicable requirements of law relating to PHI and with respect to any task or other activity Siemens performs on behalf of Customer. Specifically, Siemens shall: (a) not use or disclose PHI other than as permitted or required by this Agreement or as required by law, and limit any use or disclosure of PHI to a limited data set or the minimum necessary to accomplish the intended purpose of such use or disclosure; (b) implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of any electronic PHI that it creates, receives, maintains or transmits on behalf of the Customer, and comply, where applicable, with the HIPAA Security Rule with respect to such electronic PHI, and otherwise use appropriate safeguards to prevent use or disclosure of PHI, other than as provided for by this Agreement; (c) report to Customer any use or disclosure of PHI not provided for by this Agreement, and report any security incident, of which Siemens becomes aware; (d) in accordance with applicable HIPAA and HITECH requirements, ensure that any subcontractors or agents to whom Siemens provides PHI received from, or created or received by Siemens on behalf of, Customer agree to essentially the same restrictions and conditions that apply to Siemens with respect to PHI and implement reasonable and appropriate safeguards with respect to PHI; (e) upon Customer’s written request, make PHI available to the Customer as necessary for Customer to respond to individuals’ requests for access to PHI about them, provided that the PHI in Siemens’ possession constitutes a Designated Record Set and Siemens has been specifically engaged by Customer to so maintain and service such PHI on behalf of Customer; (f) upon Customer’s written request, make PHI available to Customer for amendment and incorporate any amendments to the PHI in accordance with applicable law, provided that the PHI in Siemens’ possession constitutes a Designated Record Set and Siemens has been specifically engaged by Customer to so maintain and service such PHI on behalf of Customer; (g) make available to Customer the information in its possession required to provide an accounting of disclosures of PHI as required by applicable law; (h) mitigate, to the extent practicable, any harmful effect that is known to Siemens of a use or disclosure of PHI by Siemens in violation of the requirements of this Agreement or of law; (i) provide notice of a breach of unsecured PHI to Customer without unreasonable delay, and in no case later than thirty (30) days after discovery of a breach. The notification shall include, to the extent possible, the identification of each individual

146

Proposal # 1-W6LBLC


whose unsecured PHI has been, or is reasonably believed by Siemens to have been, accessed, acquired, used, or disclosed. Siemens shall provide Customer with any other available information that Customer is required to include in notification to the Individual under applicable law; (j) make Siemens’ internal practices, books, and records relating to the use and disclosure of PHI received from Customer available to the Secretary of the United States Health & Human Services for purposes of determining Customer's compliance with applicable law; and (k) upon expiration or termination of this Agreement, return to Customer or destroy all PHI in its possession as a result of this Agreement and retain no copies of PHI, if it is feasible to do so. If return or destruction is not feasible, Siemens agrees to extend all protections contained in this Agreement to Siemens’ use and/or disclosure of any retained PHI, and to limit further uses and/or disclosures to the purposes that make the return or destruction of the PHI infeasible. Siemens may use and disclose PHI as necessary for Siemens to perform its obligations hereunder, and may (i) use the PHI for its proper management and administration and to carry out its legal responsibilities, (ii) disclose the PHI to a third party for Siemens’ proper management and administration or to carry out Siemens’ legal responsibilities, provided that the disclosures are required by law or Siemens obtains reasonable assurances from the third party regarding the confidential handling of such PHI as required under HIPAA and/or HITECH, and the third party agrees to notify Siemens of any instances in which the confidentiality of the information has been breached, (iii) provide data aggregation services related to the healthcare operations of Customer, and (iv) de-identify the PHI, and use such de-identified data, in accordance with the de-identification requirements under HIPAA. Siemens agrees that it will negotiate in good faith an amendment to this Agreement if, and to the extent required by, the provisions of HIPAA and regulations promulgated thereunder, in order to assure that this Agreement is consistent therewith. 22. Uptime Performance Guarantee [DOES NOT APPLY TO EVERY SERVICE AGREEMENT] For any Equipment that includes an Uptime Guarantee as specified in Exhibit A, Siemens guarantees that the Equipment will function at the minimum Uptime Performance (defined below) level set forth in Exhibit A (computed as described below). “Uptime Performance” is defined as the capability of the Equipment to be utilized to treat or diagnose patients. The Equipment will be considered to be operational (i.e., it will not be considered to be “down”): (a) unless it cannot be utilized to treat or diagnose patients (room down); (b) if Siemens is prepared to perform maintenance services to make the Equipment operational but such service is refused by the Customer or is deferred by the Customer until a later time or date; (c) if the Equipment is not otherwise made available to Siemens’ service engineers; (d) if the Equipment is down is due to, associated with, or caused by (i) misuse, negligence, or operator error, (ii) inadequate environmental conditions (not conforming with the environmental specifications provided by Siemens), including temperature and humidity, line power exceeding Siemens' requirements of voltage, frequency, impulses or transients, (iii) any of the exclusions set forth in Section 8 hereof, or (iv) acts of God or other force majeure events described in Section 17 hereof; or (e) during periods in which Siemens is performing scheduled or planned maintenance, changing high-vacuum components, and installing updates and/or upgrades. If the Equipment is not operational, then the Customer must immediately notify the Siemens Customer Care Center (24-hour Service Call Dispatch Center). Downtime will not commence until such notification is given to Siemens. For purposes of calculating the Uptime Performance level percentage, such computation shall be made over the PCP, to include any extended coverage hours as indicated on Exhibit A. The Equipment’s Uptime Performance shall be calculated to comply with the above guidelines on an annual basis. If the Equipment’s Uptime Performance level is found to be less than the guaranteed percentage, as computed in accordance with the above guidelines, Siemens will extend the term of this Agreement by seven (7) calendar days (30 calendar days for Oncology Care Systems) for every percentage point (rounded to the nearest percent) below the guaranteed percentage. These days will be added at the end of the term of this Agreement. For example, if the guaranteed percentage is 97%, then 96% Uptime Performance would result in an extension of seven (7) calendar days and 95% Uptime Performance would result in an extension of fourteen (14) calendar days. The foregoing states Siemens’ entire obligation and liability, and the Customer’s sole remedy, for Siemens’ failure to meet the Uptime Performance Guarantee. In order for the Uptime Performance Guarantee to be effective, the Customer must place all calls for service through the Siemens Customer Care Center and must accept all Technical Assistance that is offered by Siemens, including, but not limited to, telephone support and remote diagnostics. For any period of time that the Customer does not seek and accept Technical Assistance from Siemens, then the Equipment shall be considered to be operational. The Customer agrees to allow connection to Smart Remote Service diagnostic equipment, where available, for the Equipment covered by this Agreement. Smart Remote Service (SRS) is required for SRS-capable systems. The Uptime Performance Guarantee shall be void if the SRS connection is not provided and available 24 hours per day, 7 days a week. 23. Response Time Guarantee [DOES NOT APPLY TO EVERY SERVICE AGREEMENT]

Siemens guarantees that it shall meet any on-site response time as specified in Exhibit A for system “down” situations. Response time is measured from the time that the Customer notifies the Siemens Customer Care Center that a system is down. The response time only applies during the PCP, to include any extended coverage hours (if selected by the Customer), as indicated on Exhibit A. For example, a request for on-site service made at noon on a Monday (where the PCP is 8:00 a.m. through 5:00 p.m., Mondays through Fridays) will have a guaranteed arrival time of 4:00 p.m. on the same day for customers with a four (4) hour response time and a guaranteed arrival time of 11:00 a.m. on the next day for customers with an eight (8) hour response time guarantee. A request for on-site service made at 9:00 a.m. on a Saturday will have a guaranteed arrival time of noon on the next Monday for customers with a four (4) hour response time and 4:00 p.m. on that Monday for customers with an eight (8) hour response time guarantee. If a request for on-site service is made outside the PCP (to include extended coverage hours, if selected by the Customer), Siemens will use its best efforts to have a CSE on-site as soon as possible. If Siemens responds to a request for on-site service during the PCP but its work to repair or service the Equipment continues after the expiration of the PCP (to include any extended coverage hours, if applicable), then any work outside the PCP will be billed to the Customer, unless any optional Continuous Effort coverage that is available for the Equipment has been purchased as part of this Agreement. Continuous Effort coverage ensures that in room/system down situations, work will continue past the contracted PCP (including any extended coverage hours, if applicable, and/or core modality specific hours, as defined in the Glossary, if applicable) at no additional charge until the system is repaired or 1:00 a.m., whichever comes first, as long as the CSE has been on-site for one hour or more before the end of the contracted PCP (including any extended coverage hours and/or core modality specific hours, if applicable). The remedy provided by Siemens for its failure to meet the on-site response time guarantee is as follows: for each one (1) hour or portion thereof that Siemens fails to meet the on-site response time guarantee, the Customer will receive one (1) free hour of overtime after the PCP for that service event. The foregoing states Siemens’ entire obligation and liability, and the Customer’s sole remedy, for Siemens’ failure to meet the Response Time Guarantee. 24. Tool and Test Access [DOES NOT APPLY TO EVERY SERVICE AGREEMENT] Siemens agrees to rent to the Customer, certain tools and test equipment as determined by Siemens (“Tools”) to enable Customer to service the Equipment during the Contract Duration on the terms set forth herein. Siemens shall provide Tools after verifying to its sole satisfaction that Customer’s In-House Biomedical Engineers are properly trained on the Equipment and Tools. Siemens shall notify Customer of the rental fee for the Tools at the time of the order. Customer will be charged the rental fee after shipment of the Tools to Customer. Customer agrees to pay full list price of Tools (less rental fees paid) if Customer fails to return the Tools as required herein. Customer may use the Tools for up to two (2) weeks (“Rental Period”) from the date of receipt of the Tools. Customer may, with Siemens’ consent, extend the Rental Period for an additional rental fee. Customer must return the Tools within five (5) business days of the conclusion of the Rental Period (“Return Period”). If the Tools are not received by Siemens before the conclusion of the Return Period, Customer will be charged the then-current list price for the Tools. Customer may, at the conclusion of the Return Period, purchase the Tools at the then-current list price, subject to the Terms and Conditions of Sale for Spare Parts and Service. The delivery of the Tools to the Customer and return of the Tools to Siemens shall be completed by Siemens at its own expense. Title to the Tools shall be and at all times remain with Siemens and Customer shall keep the same free and clear of any and all liens and claims. Customer (i) authorizes Siemens to execute in Customer’s name and file (and Customer shall promptly execute, if requested by Siemens) and (ii) irrevocably appoints Siemens its agent and attorney-in-fact to execute in the name of Customer and file, with such authorities and at such locations as Siemens may deem appropriate, any Uniform Commercial Code financing statements evidencing Siemens’ ownership of the Tools. Risk of loss shall pass to Customer upon delivery. Customer shall maintain at its expense adequate liability insurance with respect to its possession and use of the Tools and against all common risks (i.e., fire, flood, theft, Acts of God, etc.) for the full replacement value of the Tools. At the request of Siemens, Customer shall provide Siemens with an insurance certificate evidencing such insurance coverage. Customer shall only use the Tools for their intended purpose, in the proper manner and with appropriate care, pursuant to any instructions, training and manuals provided to Customer by Siemens, Customer shall immediately report to Siemens or its designee any malfunction or defect, whatever the nature or cause. Customer shall ensure that any necessary repair, modification or service to any Tool is carried out by Siemens or Siemens’ designee. Siemens agrees to use its best efforts to repair the Tools as needed in a prompt and timely fashion, following a reported malfunction or defect. Customer shall not move the Tools from the Customer’s facilities identified on the front page of this Agreement. Customer shall return the Tools to Siemens in the same condition as when delivered to Customer (ordinary wear and tear excepted). Customer acknowledges the Tools constitute Confidential Information, and Customer will maintain the Tools in accordance with the Confidentiality provisions of this Agreement.

147

Proposal # 1-W6LBLC


25. Centralized Depot Repair Procedures [DOES NOT APPLY TO EVERY SERVICE AGREEMENT] For any Equipment that includes Centralized Depot Repair and Loaner Program as specified in Exhibit A, Siemens may provide the Customer a comparable system (“Loaned System”) while Siemens attempts to repair the non-complying system. Purchaser’s use of the Loaned System commences upon receipt of the Loaned System and continues until receipt of the repaired or replaced system (the “Loan Period”). The Loaned System must be returned to Siemens within two (2) business days of receiving the repaired or replaced system, and in accordance with the Siemens’ written instructions. The Loaned System shall be returned in the same condition as when delivered, ordinary wear and tear excepted. Title to the Loaned System shall at all times remain with Siemens, but Customer will be responsible for equipment that is lost, stolen, or damaged during the Loan Period. Customer is also responsible for any personal injuries or property damages caused by the negligent acts or omissions of Customer, its officers, directors, employees or agents. Customer agrees to use the Loaned System in accordance with all instructions and manuals, and to immediately report to Siemens any malfunction or defect in the Loaned System. If the Loaned System is not returned to Siemens per requirements herein then Purchaser will be charged, and agrees to pay Siemens, a monthly rental fee of 3.5% of the fair market value of the Loaned System as determined by Siemens for each full month (or any portion thereof) until Siemens receives the Loaned System. 26. Non-Assignment Customer may not assign this Agreement unless it obtains the prior written consent of Siemens, which consent shall not be unreasonably withheld or delayed. Siemens may not assign this Agreement unless it obtains the prior written consent of the Customer, which consent shall not be unreasonably withheld or delayed, except that Siemens may assign without Customer approval to any subsidiary or affiliated company or any of its authorized dealers. 27. Reimbursement for Training Courses and Educational Services Upon Early Termination; Cancellation If this Agreement includes any training courses or other educational offerings and this Agreement is terminated or Equipment is removed from coverage as provided hereunder prior to the expiration of the term, then Siemens may bill the Customer for any balance due and owing with respect to those training courses or other educational offerings that have been completed by the Customer, and Customer agrees to pay the same. Customer shall notify the Siemens training and education coordinator, in advance, of the cancellation, in whole or in part, of any training or other educational offering, or any request to reschedule the same. The cancellation or rescheduling of any training courses and other educational offerings may be subject to the payment of a cancellation fee. A copy of Siemens’ cancellation policy is available upon request or can be found at:

https://usa.healthcare.siemens.com/education/personalized-education-by-solution/solution/imaging-and-therapy/cancellation-policy 28. Cost Reporting Customer agrees that it must fully and accurately report prices paid under this Agreement, net of all discounts, as required by applicable law and contract, including without limitation 42 CFR §1001.952(h),in all applicable Medicare, Medicaid and state agency cost reports. Customer shall retain a copy of this Agreement and all other communications regarding this Agreement, together with the invoices for purchase and permit agents of the U.S. Department of Health and Human Services or any state agency access to such records upon request. 29. Execution; Counterparts If the Customer is a corporation or partnership, the person signing this Agreement on its behalf certifies that such person is an officer or partner thereof, that his or her action was duly authorized by appropriate corporate or partnership action, that such action does not conflict with the corporate charter or bylaws or the partnership agreement, as the case may be, or any contractual provision binding on such corporation or partnership, and that no consent of any stockholders to his or her action is required. This Agreement may be executed in two (2) or more counterparts, each of which shall constitute an original document but all of which together shall constitute one and the same agreement. 30. Entire Agreement This Agreement, including all exhibits and addenda attached hereto, constitutes the entire agreement between the parties relating to the subject matter hereof, and supersedes all prior and contemporaneous oral or written representations or communications between the parties. This Agreement may not be modified or amended, except in writing executed by the appropriate designated officers of the parties hereto. Any variation in the terms and conditions contained in this Agreement (including, but not limited to, the inclusion of Customer's own terms and conditions in any purchase order or other document issued by Customer in response to and/or referencing Siemens’ quotation for service or this Agreement) shall not be deemed to be a part of this Agreement and shall not be binding upon Siemens unless set forth in writing and executed by the appropriate designated officer of Siemens. Subject to the limitations expressed herein, this Agreement will be binding upon and inure to the benefit of the parties hereto, their successors, legal representatives, and permitted assigns. Notwithstanding anything to the contrary contained herein, the provisions of Sections 9, 10, 12, 13, 14, 15, 16, 18, 21 and 27 shall survive the expiration or termination of this Agreement.

148

NEW BUSINESS


Board Meeting

149





POLICIES REVIEW AND APPROVAL SIGN-OFF SHEET

I, Tom Parker, CEO, attest that I have reviewed and approved all of the policies on the attached list and recommend that the Southern Mono Healthcare District Board of Directors ratify my approvals.

Organizational Policies

The attached list of policies have been reviewed and approved by the following people. Chief Executive Officer Date Thomas S. Parker, CEO SMHD Chairperson Date David Anderson

150


Manual Name Document Name/Policy Approved On

IT Mobile Device Technology Use While Driving 4/1/2021

Physical Therapy Rehabilitation Services - Emergency Management 4/1/2021

Laboratory Serology - IQCP for Cepheid Xpert CT NG Assay 4/1/2021

Laboratory Serology - IQCP for Cepheid Xpert C. difficile/Epi Assay 4/1/2021

Laboratory Chemistry - Calibration Verification 4/1/2021

Laboratory ACTM - Acetaminophen 4/1/2021

Laboratory ALB - Albumin 4/1/2021

Laboratory ALKP - Alkaline Phosphatase 4/1/2021

Laboratory ALT - Alanine aminotransferase 4/1/2021

Laboratory AMM - Ammonia 4/1/2021

Laboratory AMY - Amylase 4/1/2021

Laboratory AST - Aspartate Aminotransferase 4/1/2021

Laboratory BUN - Urea Nitrogen 4/1/2021

Laboratory CA 125II 4/1/2021

Laboratory CA - Calcium 4/1/2021

Laboratory CCRP - high sensitivity CRP 4/1/2021

Laboratory Chemistry Quality Control 4/1/2021

Laboratory CHIV - HIV Ag/Ab Combo Assay 4/1/2021

Laboratory CHOL - Cholesterol 4/1/2021

Laboratory CK - Creatine Kinase 4/1/2021

Laboratory CREA - Creatinine 4/1/2021

Laboratory DBIL - Direct Bilirubin 4/1/2021

Emergency Department Procedural Sedation 4/5/2021

Quality Policy and Procedure Writing Guidelines 4/7/2021

Laboratory Issue and Return of Blood Products 4/22/2021

Laboratory Lab Microbiology Gram Stain 4/22/2021

Laboratory Blood Transfusion Consent Form 4/27/2021

Laboratory Emergency Release Form 4/27/2021

Laboratory Rh Immune Globulin 4/27/2021

COVID COVID Mask and PPE Policy 4/29/2021

Pharmacy Pharmacy department operational policies 5/3/2021

Laboratory DIG - Digoxin 5/20/2021

Laboratory ECO2 - Enzymatic Carbonate 5/20/2021

Laboratory eE2 - Enhanced Estradiol 5/20/2021

Laboratory ETOH -- Ethyl Alcohol 5/20/2021

Laboratory FERR -- Ferritin (HM Module) 5/20/2021

Laboratory First Sign Drug of Abuse Cup Test 5/20/2021

Laboratory FOLA -- Folate (Loci Module) 5/20/2021

Laboratory FSH - Follicle-Stimulating Hormone 5/20/2021

Laboratory FT3 - Free Triiodothyronine (Loci Module) 5/20/2021

Laboratory FT4 - Free Thyroxine (LOCI Module) 5/20/2021

Laboratory GGT - y-Glutamyl Transferase 5/20/2021

Laboratory GLU - Glucose 5/20/2021

Laboratory HB1C - Hemoglobin A1c 5/20/2021

Laboratory HBsAG - Hepatitis B Surface Antigen 5/20/2021

Laboratory HBsAg Confirmatory - Conf 5/20/2021

Laboratory HCG - Human Chorionic Gonadotropin (HM Module) 5/20/2021

Laboratory HCV - Hepatitis C Antibodies 5/20/2021

151

Laboratory HDL - High-Density Lipoprotein Cholesterol 5/20/2021

Laboratory IBCT - Total Iron Binding Capacity 5/20/2021

Laboratory Iron 5/20/2021

Laboratory LIP - Lipase 5/20/2021

Laboratory Lytes - Na+ / K+ / Cl 5/20/2021

Laboratory MG - Magnesium 5/20/2021

Laboratory Siemens EXL200 Chemistry Analyzers 5/20/2021

Laboratory Lab Microbiology Work-Card Protocols 5/20/2021

Laboratory Lab Microbiology Reference Testing Procedure 5/20/2021

Laboratory Lab Microbiology Quality Control Organism Reaction Table 5/20/2021

Laboratory Lab Microbiology LIS Downtime Protocol 5/20/2021

Laboratory Lab Microbiology Confidential Morbidity Reporting 5/20/2021

HIMS Contingency Plan for Damaged-Unavailable Records 5/30/2021

HIMS Legal Medical Record (Health Record Content) 5/30/2021

HIMS Paper Document Storage, Retention and Destruction 5/30/2021

HIMS Release of Information to Law Enforcement HIMS 5/30/2021

HIMS Scope of Services of the HIMS Dept 5/30/2021

COVID COVID Document Control Plan 6/10/2021

COVID COVID Surge Charting Plan 6/10/2021

Pharmacy Disposal of Outdated or Deteriorated Drugs 6/11/2021

Pharmacy Drug Procurement 6/11/2021

Pharmacy Medication/Drug Recall (Handling of Medications Lacking Quality or Strength) 6/11/2021

Pharmacy Medication orders 6/11/2021

Pharmacy Prescription Pad Security 6/11/2021

Pharmacy Theft or impairment 6/11/2021

Perioperative Operating Room Technique 6/11/2021

Perioperative Selection of Barrier Materials for Surgical Procedures 6/11/2021

Perioperative Surgical Services Scheduling 6/11/2021

Perioperative Use of Immobilization Devices 6/11/2021

Perioperative Warming Cabinets 6/11/2021

Perioperative Waterless, Scrubless, Brush-Free surgical Hand Rub Antiseptic 6/11/2021

Hospital Wide Nursing PoliciesAdministration of Medications 6/11/2021

Pharmacy Holding parameters for medications 6/11/2021

Compliance Civil Rights 6/12/2021

IT CMS e-Notification Policy 6/17/2021

Purchasing Contract Policy 6/18/2021

Hospital Wide Nursing PoliciesDischarge of Patient, Nursing Standards 6/18/2021

Compliance Compliance Committee Charter 6/18/2021

Human Resources Leaves of Absence Policy 6/18/2021

Human Resources Literacy Accommodation Policy 6/18/2021

Human Resources Name Change Policy 6/18/2021

Hospital Wide Nursing PoliciesDo Not Resuscitate (DNR) 6/18/2021

Hospital Wide Nursing PoliciesNursing Services 6/18/2021

Hospital Wide Nursing PoliciesNursing Staff Competency 6/18/2021

Hospital Wide Nursing PoliciesMedication Administration by Nursing Students 6/18/2021

Hospital Wide Nursing PoliciesPhysician Notification of Change in Patient Condition 6/18/2021

Employee Health Drug and Alcohol Policy 6/18/2021

Medical Imaging Recommended Operating Procedures for Medical X-Rays 6/18/2021

Med Surg / ICU / Telemetry MedicalSurgical Scope of Service 6/18/2021

152

Payroll Interim Supervisor-Manager Pay 6/18/2021

Payroll Kronos Time System 6/18/2021

Payroll Pay Period 6/18/2021

PACU Post Anesthesia Care Unit Phase II Discharge and Instructions 6/18/2021

PACU Scope of Service, Post Anesthesia Recovery Unit 6/18/2021

Perinatal Pre-Eclamptic and or Eclamptic Patient, Care of 6/18/2021

HIPAA Social Media Use and Control in MH 6/18/2021

Payroll Shift Differential 6/18/2021

Purchasing Mail Distribution - Procedures 6/18/2021

Purchasing Nonconforming Supplies - Procedures 6/18/2021

Laboratory Preanalytical - Patient Information 6/18/2021

Employee Health Transitional Modified Duty Agreement 6/18/2021

Human Resources Professionalism Policy Standards of Conduct 6/18/2021

Clinics Scope of Practice General Surgery 6/18/2021

Central Supply Handling, Cleaning and Sterilization of Power Equipment 6/18/2021

Central Supply Cleaning Central Supply Department 6/18/2021

Central Supply Steam Sterilization Guidelines 6/18/2021

Clinics Appointment No Show 6/18/2021

Human Resources Health Insurance Wellness Discount 6/18/2021

Case Management Case Management Utilization Review Plan 6/18/2021

Payroll Compensation for Nurse Practitioners, Physician Assistants, & Behavioral Health Providers 6/18/2021

Purchasing Biomed Supply Ordering 6/18/2021

Purchasing Personal Protective Equipment Stockpile Policy 6/18/2021

IT Licensed, Unlicensed and Cloud-Based Software 6/19/2021

Maintenance Engineering Department - Emergency Management 6/19/2021

Security Emergency Security Management Plan 6/19/2021

Security Security Management Plan 6/19/2021

Medical Imaging Care of Emergent Patients and Unstable Patients 6/19/2021

Medical Imaging Certification of Radiology Technologist 6/19/2021

Medical Imaging Critical Test Results 6/19/2021

Medical Imaging Dispensing of Diatrizoate Meglumine and Diatrizoate Sodium Oral Solution (Gastrografin)6/19/2021

Medical Imaging Duties of the Medical Imaging Director 6/19/2021

Medical Imaging Electrical Safety and Maintenance 6/19/2021

Medical Imaging IV Contrast Administration for those with known reactions 6/19/2021

IT Cerner eService Request 6/19/2021

COVID COVID Mitigation Testing Plan 6/23/2021

COVID COVID Inpatient Outpatient Testing 6/24/2021

COVID COVID Surge Chart Scanning Workflow 6/24/2021

COVID COVID Logistics Meal Plan 6/24/2021

COVID COVID Dietary Surge Plan 6/24/2021

COVID COVID Respiratory Therapy Plan 6/24/2021

COVID Hospital Housing Use During COVID 6/24/2021

COVID COVID Safety and Security Plan 6/24/2021

COVID COVID Comfort Care Surge Plan 6/24/2021

COVID COVID Alternative Cleaning Plan 6/24/2021

COVID COVID Pandemic Cleaning Plan 6/24/2021

COVID COVID Screeter Symptom Review 6/24/2021

COVID COVID Safety Info & Mask Caring Instructions_English 6/24/2021

COVID COVID Safety Info & Mask Caring Instructions_Spanish 6/24/2021

153

COVID Employee Health COVID-19 Plan 6/29/2021

COVID Visitation During COVID-19 Pandemic 6/30/2021

154





CONTRACTS REVIEW AND APPROVAL SIGN-OFF SHEET

I, Tom Parker, CEO, attest that I have reviewed and approved all of the policies on the attached list and recommend that the Southern Mono Healthcare District Board of Directors ratify my approvals.

Organizational Contracts

The attached list of contracts have been reviewed and approved by the following people. Chief Executive Officer Date Thomas S. Parker, CEO SMHD Chairperson Date David Anderson

155


Contract #Contract Start

DateContract Status

Contract Termination Date

Evergreen Agreement

Contract Owner Primary

Contract Tags

Philips MATC Software Upgrade-

MS,ED,LD06/01/2021 Active/Current 05/31/2026 No Alasdair Simonds

84800083-TeamViewer11Co

rporateLicense06/11/2020 Active/Current 06/12/2021 Yes Alasdair Simonds

8480-686000-VMWare Support-

Bishop Clinics-Insight

07/18/2020 Active/Current 07/17/2021 No Alasdair SimondsVMWare Support -

Bishop Server

8480-683000-Citrix Workspace

software solution - Insight

08/01/2019 Active/Current 07/31/2020 Alasdair SimondsIt Software &

Hardware Support

84800083-HiveManager 3yr

Subscription-Aerohive-Insight

10/27/2020 Active/Current 10/26/2023 No Alasdair Simonds

IT License-100 License for

wireless network mngmnt

8480669000-DellServerSupport-

MVP08/01/2021 Active/Current 08/01/2024 Yes Alasdair Simonds Server Support

84008510-GHX EDI Data Exchange

Contract-GHX

06/23/2017 Active/Current 06/23/2021 Yes Andrew CrosbyGHX SOW for

Cerner

84000022-PremierGPOMem

bership-PremierInc

06/09/2009 Active/Current 06/08/2020 No Andrew Crosby GPO Agreement

7010669000-Sonosite

Ultrasound Edge P1500-11-MVP

08/01/2021 Active/Current 08/01/2024 Yes Andrew Crosby

8400669000-ArthrexPricingAgr

eement-SequoiaSurgical

05/01/2021 Active/Current 04/30/2022 No Andrew CrosbyPricing

Agreement

8610-669000-MVP Equipment

Maintenance Agreement-

08/01/2021 Active/Current 08/01/2023 Yes Andrew CrosbyEquipment

Maintenance Agreement

77100086-VisualSuperScript

Software-DAA Enterprises

07/23/2013 Active/Current 07/22/2021 YesAndrew

KhodaverdianEmployee

prescriptions

61700076-DVT Pump Lease-

Zimmer Biomet08/01/2018 Active/Current 07/31/2021 No Brandy Wilt

DVT Pump no charge lease

8530-66900 Reference Plus-

Craneware06/11/2019 Active/Current 06/10/2022 Yes Dawn Van Winkle

Reference Plus software - Craneware156


DateContract Status


Evergreen Agreement


Contract Tags

8530-Experian Patient Financial

Clearance-Experian Health

06/02/2020 Active/Current 06/02/2021 Yes Dawn Van WinklePatient Financial

Clearance

85300065-BadDebtCollectio

nServices-EOS.06/01/2019 Active/Current 05/31/2021 No Dawn Van Winkle

Bad Debt Collections

8530-insurance payer-Affordable

Health Care Concepts

06/01/1995 Active/Current 01/01/2025 Yes Dawn Van Winkle insurance payer

8530-insurance payer-Beech

Street06/01/2008 Active/Current 01/01/2025 Yes Dawn Van Winkle insurance payer

8530-insurance payer-First Health


8530-insurance payer-Galaxy

Health06/12/2003 Active/Current 01/01/2025 Yes Dawn Van Winkle insurance payer

8530-insurance payer-Pacificare

United Healthcare06/23/2006 Active/Current 01/01/2025 Yes Dawn Van Winkle insurance payer

8530-insurance payer-Interplan


8530-insurance payer-CCS


8530-insurance payer-CHDP


8530-insurance payer-Three

Rivers Provider network


75000069-CA-660CoagAnalyzer-

Siemens06/08/2019 Active/Current 06/07/2024 No Jaime Sallee

EQUIPMENT SERVICE

AGREEMENT

75000069-EMD Millipore Water

System Srvc-EMD Millipore

07/31/2020 Active/Current 07/31/2022 No Jaime SalleeLab Water system

treatment

7500669000-VenipunctureExte

rnship-Phlebotomy

08/01/2018 Active/Current 01/01/2022 Yes Jaime SalleePhlebotomy

Training157


DateContract Status


Evergreen Agreement


Contract Tags

7500669000-Vitek2 Analyzer-

MVP08/01/2021 Active/Current 08/01/2024 Yes Jaime Sallee Vitek2Analyzer

87000069-MediaWriterD200

SrvcFee-Hyland LLC

06/01/2021 Active/Current 05/31/2022 No Jane GrossblattMedia writer

system

7050669000-SonositeUltrasoundEdge-P1500-11-

MVP

08/01/2021 Active/Current 08/01/2024 Yes Janet MatthewsUltrasound

annual calibration

8440-644000 Facility Laundry Service -Laundry

Annex

06/01/2021 Active/Current 04/30/2022 No John ChisumLAUNDRY

SERVICE FOR HOSPITAL

8450-669000-Fire Alarm Monitoring-

A,C,E-Johnson Controls

06/01/2020 Active/Current 05/31/2022 No John ChisumFire Alarm Monitoring

8450-669000-Fire Alarm Monitoring-Primary-Primary

Care Clinics-


8450-669000-Fire Alarm Monitoring-

Sport Clinic-Johnson Controls


8450-669000-Fire Sprinkler

Inspection and Testing-Delta Fire

06/01/2019 Active/Current 05/31/2020 Yes John ChisumFire Sprinkler

Inspection and Testing

84500075-CernerOfficeSpac

eRental1401-SierraVentures,LL

06/01/2021 Active/Current 05/31/2022 No John Chisum Office space lease

84500069-BoilerEvapCondSr

vc-GarrattCallahanC

08/01/2021 Active/Current 07/31/2022 No John Chisum Boiler Treatment

90108320-MMSSUnits-

BenLouie07/01/2013 Active/Current 01/01/2021 No John Chisum

Storage unit rental

8440-SierraNevadaLodg

e-CorporateHousing

08/01/2021 Active/Current 07/31/2022 No John ChisumCorporate

Lodging Agreement

84400069-ConriquezCleanin

gContract08/22/2014 Active/Current 11/01/2022 No John Chisum Cleaning Service

84500075-OakTreeUnitCStor

age-AllanBrown10/01/2021 Active/Current 09/30/2024 No John Chisum Storage Rental

158


DateContract Status


Evergreen Agreement


Contract Tags

8450669000-LegionellaWMP-GarrattCallahan

08/01/2021 Active/Current 07/31/2022 No John ChisumLegionella Water

Management Plan

76300069-PacScanSoftware

2yr-PacsGear05/31/2021 Active/Current 05/31/2022 No Kevin Larsen

Software Agreement

7630-669000-AfterHoursRadiol

ogyService-DRTTeleRadiology

07/22/2020 Active/Current 07/21/2021 Yes Kevin LarsenRadiology

Reading Service for night coverage

76800069-Brilliance 64

Channel CTScanner-

07/20/2021 Active/Current 12/31/2025 No Kevin Larsen

Equipment Service,CT

Scanner Service Contract

7630669000-AMX4Portable-Mammoth-MVP

08/01/2021 Active/Current 08/01/2024 Yes Kevin LarsenXray Equipment

Service

7630669000-DigitalDiagnostV

M-MVP08/01/2021 Active/Current 08/01/2024 Yes Kevin Larsen

Equipment Service

7630669000-FujiCRX3EDMortB

ort-MVP08/01/2021 Active/Current 08/01/2024 Yes Kevin Larsen

Equipment Service

7630669000-GEBishopProteus-

MVP08/01/2021 Active/Current 08/01/2024 Yes Kevin Larsen

EQUIPMENT SERVICE

AGREEMENT

7630669000-GEMammothProt

eus-MVP08/01/2021 Active/Current 08/01/2024 Yes Kevin Larsen

Xray Equipment Service

7630669000-HologicDEXA-


Support-Bone Densitometry/DE

XA

7630669000-HologicSapphireUltrasound-Hologic

08/01/2018 Active/Current 07/31/2022 No Kevin LarsenSupport-Breast

Biopsy/Sapphire Equip

7630669000-Insight2MiniC-

Arm-MVP08/01/2021 Active/Current 08/01/2024 Yes Kevin Larsen

Equipment Service

7630669000-MultiDiagnstEleva-


EQUIPMENT SERVICE

AGREEMENT

7630669000-PulseraC-Arm-O.R

New-MVP08/01/2021 Active/Current 08/01/2024 Yes Kevin Larsen

Equipment Service159


DateContract Status


Evergreen Agreement


Contract Tags

7630669000-PulseraC-

ArmOriginal-MVP08/01/2021 Active/Current 08/01/2024 Yes Kevin Larsen

Equipment Service

7630669000-QRadiologySyste

mMAJ-MVP08/01/2021 Active/Current 08/01/2024 Yes Kevin Larsen

Equipment Service

7670669000-AplioUltrasound-


EQUIPMENT SERVICE

AGREEMENT

8750 MBQIP Medicare

Benficiary Quality Improvement

06/16/2016 Active/Current 01/01/2020 No Lenna MonteMBQIP Medicare Benficiary Quality Improvement Pro

8750-Transfers-LomaLinda

06/01/2005 Active/Current 01/01/2025 Yes Lenna MonteTransfer

Agreement

8750-Transfers-NorthernInyoHos

pital06/19/2008 Active/Current 01/01/2025 Yes Lenna Monte

Transfer Agreement

8750-HospitalPatient

Satisfaction Surveys-

06/01/2016 Active/Current 05/31/2021 Yes Lenna MontePerformance

Measurement Service

87800069-TrainingTranslatio

nsConsulting-SierraSkyInterpret

07/15/2008 Active/Current 01/01/2019 No Lenna MonteLanguage

Intepretation and Translation

8750-Transfers-CedarsSinai

08/20/2010 Active/Current 01/01/2025 Yes Lenna MonteTransfer

Agreement

8750-PatientComplaintsSoftware-Verge

08/27/2012 Active/Current 07/31/2022 Yes Lenna Monte

Incident Reporting and

Patient Complaint Software

7010-Telepsych Contract for EDsigned-

CEPAmericaTeleh

06/15/2017 Active/Current 01/01/2025 Yes Lori BaitxTelemedicine

services

7010-669000-Sonosite

Ultrasound Edge P1500-11-MVP

08/01/2021 Active/Current 08/01/2024 Yes Lori BaitxEquipment

Maintenance Agreement

7770-PhysicalTherapyClinical Education-University of St.

10/17/2016 Active/Current 10/16/2021 No Lorraine KoenigPhysical Therapy

Education Agreement

7770-PhysicalTherapyClinicalEducation-SanDiego State

06/17/2015 Active/Current 01/01/2025 Yes Lorraine KoenigStudent

Education - PT160


DateContract Status


Evergreen Agreement


Contract Tags

7770-ClinicalEducationf

or PhysicalTherapySt

07/12/2010 Active/Current 01/01/2025 Yes Lorraine KoenigStudent

Education - PT

7770-MonoCountyOfficeOfEducationPTS

ervices-

08/19/2021 Active/Current 06/30/2022 No Lorraine Koenigconsultation -

education

7772-MOU-BUHS-MH for ATC

Service08/15/2016 Active/Current 01/01/2025 Yes Lorraine Koenig

Certified Athletic Trainer Service

8490-685000-InternetCircuit- ENAHealthcare

07/01/2021 Active/Current 06/30/2024 No Mark Lind Internet Circuit

8610-669000-CaseCoordinationforJoints-Johnson

and Johnson

07/22/2020 Active/Current 07/21/2023 No Mark LindCase Coordination

for Total Joints

03-663000-New Wing Cost

Consulting-Unger Construction

08/24/2021 Active/Current 11/30/2022 No Mark LindCost Consulting -

New Hospital Wing Project

03-663000-New Wing

Geotechnical-NV508/13/2021 Active/Current 08/12/2022 No Mark Lind

Geotechnical Services

8480-622000-PenTesting-ScienceSoft

08/23/2021 Active/Current 08/22/2023 No Mark Lind

Cybersecurity Penetration Testing and

Remediation8481-683000-Cerner Patient Kiosk Monthly

Fee-Cerner

08/22/2018 Active/Current 08/21/2023 Yes Mark LindShared

Computing Monthly Fee

8481-683000-Nuance

PowerScribe 360 Upgrade-Nuance

08/01/2019 Active/Current 07/31/2022 Yes Mark LindPowerScribe Core

Reporting

84810069-ParticipationAgre

ementHIE-ManifestMedex

08/01/2018 Active/Current 07/31/2020 Yes Mark LindHealth

Information Exchange Vendor

8650-Contract Staffing-Medefis,

Inc06/28/2021 Active/Current 06/28/2024 Yes Melia Anderson Contract Staffing

8740-HealthStreamEducationContract2014-HealthStream

06/30/2019 Active/Current 06/29/2022 No Melia AndersonRN Inservice

Education

8650-669000-DocumentRetenti

onLicenseFee-Treenosoftware

07/01/2018 Active/Current 01/01/2025 Yes Melia AndersonDocument

Retention License Fee161


DateContract Status


Evergreen Agreement


Contract Tags

8650-StayStaffed 08/01/2014 Active/Current 01/01/2021 Yes Melia AndersonStaffing needs temporary and

permanent

86100000_Toiyabe_Indian_Health_

Project_MOU07/22/2015 Active/Current 01/01/2021 Yes

Michael McMahon

Toiyabe Health service MOU

7140-669000-M-Turbo Ultrasound-

Fuji08/01/2021 Active/Current 08/01/2024 Yes

Michael McMahon

EQUIPMENT SERVICE

AGREEMENT

7160669000-Sonosite

Ultrasound M-Turbo

08/01/2021 Active/Current 08/01/2024 YesMichael

McMahonUltrasound

annual calibration

7400669000-Sonosite

Ultrasound Edge-P1500-11-MVP

08/01/2021 Active/Current 08/01/2024 Yes Nancie HamiltonUltrasound

annual calibration

7720669000-Ventilator,CpapV

60-MVP08/01/2021 Active/Current 08/01/2024 Yes Nancie Hamilton

Equipment Maintenance Agreement

74200069-ArthrexScope/TabletRepair/Synergy-

Arthrex

07/01/2018 Active/Current 06/30/2021 Phyllis Meneses

Arthroscope/Tablet /Light

Guide/Optical Coupler

74200069-ArthrexSynergySurgeonsVault-Crall-

Gilmer 3yr-

07/01/2021 Active/Current 06/30/2024 No Phyllis MenesesSurgeons Vault

Software

74200050-BairPawsWarmin

gKit-ArizantHealthcare

07/15/2011 Active/Current 01/01/2022 Yes Phyllis MenesesPatient Warming

systems

7420-669000-LumenisLaser-

MVP08/01/2021 Active/Current 08/01/2024 Yes Phyllis Meneses Lumenis Laser

7420-669000-SII Sonosite

Ultrasound-Fuji08/01/2021 Active/Current 08/01/2024 Yes Phyllis Meneses

EQUIPMENT SERVICE

AGREEMENT

74200069-OlympusKESupportMaintenance-

Olympus

08/15/2017 Active/Current 08/14/2020 No Phyllis Meneses

Olympus Software for Endoscopy

System74200069-

SterradNXSterilizer-

AdvancedSteriliza

08/12/2019 Active/Current 08/11/2020 No Phyllis Meneses Sterilizer service

8610-InmateMedicalCare-MonoCounty

07/18/2013 Active/Current 01/01/2025 Yes Sarah ReaCounty Inmate

Care Agreement162


DateContract Status


Evergreen Agreement


Contract Tags

85100076-NeopostN-

710MailMachine-MMSWest

06/01/2017 Active/Current 05/31/2022 NoSlavka

CrouthamelMail Machine

Lease

85100024-AuditServices-

EideBailly07/30/2009 Active/Current 01/01/2021 No

Slavka Crouthamel

Audit services

8610-7080-physician contract-

crunkdennis06/01/2019 Active/Current 12/31/2021 No Tabby Mannetter

PHYSICIAN CONTRACT

8610-MammothHospitalPropertyInsuranc

e

07/01/2021 Active/Current 06/30/2022 No Tabby Mannetterinsurance,HARPP,

APIP

8650-DO FOR INFORMATION

ONLY DO-16-702-Beta Healthcare

07/01/2019 Active/Current 06/30/2020 No Tabby MannetterDirectors and

Officers Liability Coverage

8610-6170-physician contract-hospitalist-araya-

burrows-park-

12/01/2020 Active/Current 11/30/2023 No Tabby MannetterPHYSICIAN CONTRACT


knechtstephen07/01/2019 Active/Current 06/30/2022 Tabby Mannetter


urbandlindsey07/01/2019 Active/Current 06/30/2022 Tabby Mannetter

8610-7080-physician contract-wardchristopher

04/01/2019 Active/Current 12/31/2021 Tabby MannetterPHYSICIAN CONTRACT


craguntimothy08/01/2018 Active/Current 10/31/2021 Tabby Mannetter

PHYSICIAN CONTRACT


fujimotosteven08/01/2017 Active/Current 01/01/2025 No Tabby Mannetter

PHYSICIAN CONTRACT


emergency08/01/2016 Active/Current 07/31/2021 Yes Tabby Mannetter

PHYSICIAN CONTRACT

8610-7160 physician contract-

MOI08/01/2017 Active/Current 07/31/2022 Tabby Mannetter

PHYSICIAN CONTRACT


torreypines08/01/2020 Active/Current 07/31/2023 Tabby Mannetter

163


DateContract Status


Evergreen Agreement


Contract Tags

7090-2017-6-UCDavis-

Telemedicine for Peds

07/01/2018 Active/Current 06/30/2020 Yes Teresa ToupsTelemedicine

service

7180669000-Hitachi5500Ultras

ound-MVP08/01/2018 Active/Current 07/31/2021 No Teresa Toups

Hitachi Ultrasound

Service

164

Date Purchased Item Description Value Reason for Disposal Asset/Biomed Control #10/2004 (used) Mediplinth - high low treatment table none broken - have replaced 1512

The list of equipment below is either no longer functional or so obsolete as to longer be useful to our facility. Please approve our proposal to dispose of the equipment in the most economically and environmentally responsible way. Board motion: I move that the board finds the surplus property as listed to have nominal or no value and is to be disposed of in a reasonable and appropriate manner as determined by staff.

9.7.2021

Surplus District Property, Equipment and Supplies

165