Exhibit 10.1
AMENDMENT TO
COMPUTER AND DATA PROCESSING SERVICES AGREEMENT
This Amendment, effective March 1, 2004, amends the Computer and Data
Processing Services Agreement dated May 11, 1999, by and between Columbia
Information Systems, Inc. and LifePoint Hospitals, Inc., a Delaware corporation
("Customer").
WITNESSETH:
WHEREAS, HCA-Information Technology & Services, Inc. ("IT&S"), a
Tennessee corporation, is the successor-in-interest to Columbia Information
Systems, Inc.; and
WHEREAS, IT&S and Customer entered into the Agreement, under which IT&S
provides specified computer and data processing services to Customer Facilities;
and
WHEREAS, IT&S and Customer now desire to amend the Agreement to extend
its term.
NOW, THEREFORE, pursuant to Section 14 of the Agreement and in
consideration of the premises, the mutual covenants and obligations set forth
herein, and good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, IT&S and Customer agree as follows:
1. All references in the Agreement to "Columbia Information Systems, Inc."
are replaced with "HCA - Information Technology & Services, Inc." and all
references to "CIS" are replaced with "IT&S".
2. The definition of "Initial Term" in Section 1(k) is deleted. A new
definition for "Term" is added as follows: "Term means the period beginning on
the effective date of this Agreement as set forth above and ending on December
31, 2009." All references in the Agreement to "Initial Term" are replaced with
"Term".
3. All references in the Agreement to "Koala" are replaced with "Atlas".
4. The term of the Agreement is extended through and including December
31, 2009.
5. Section 1(e) of the Agreement shall be amended by replacing the phrase
"The Medical component" with the phrase "All Items".
6. Section 1(i) of the Agreement shall be amended by deleting the phrase
"and listed in Exhibit A hereto."
7. Section 1(l) of the Agreement shall be amended by replacing "Koala
System" with "ATLAS System."
8. Section 1(o) of the Agreement shall be amended by replacing "Exhibit B"
with "Exhibit A."
9. Section 1(r) of the Agreement shall be amended by replacing "Exhibit B"
with "Exhibit A."
10. Section 2(h)(2) of the Agreement shall be amended by replacing the last
sentence with the following:
In the event that, during the term of this Agreement, Customer acquires
from a third party, or constructs, a hospital or health care provider
establishment, such an establishment shall become a Facility and shall
begin implementation of the System within twelve (12) months of the
closing of an acquisition transaction or the first date of operation of
a newly-constructed Facility. Any such new Facility shall be entitled
to a discount of fifty percent (50%) on Monthly Processing Fees for
Clinical Systems and Patient Accounting for the first six (6) full
calendar months after go-live and a discount of twenty-five percent
(25%) on Monthly Processing Fees for Clinical Systems and Patient
Accounting for full calendar months seven through twelve after go-live.
If the go-live occurs other than on the first day of the month, the
Monthly Processing Fees will be prorated over the number of days
remaining in the month and the discounts will be applied beginning with
the first full calendar month after go-live (For example, a Facility
with a go-live date of May 15 will be charged a prorated license fee
for May 15-31, without a discount, and then have the fifty percent
discount referenced above applied in June through November with the
twenty-five percent discount applied in December through May). The
parties acknowledge that the following four (4) Facilities shall be
entitled to the discounts set forth in the preceding sentence: Ville
Platte Medical Center, Ville Xxxxx, Louisiana; Lander Valley Medical
Center, Lander, Wyoming; Xxxxx Regional Medical Center, Logan, West
Virginia; and Spring View Hospital, Lebanon, Kentucky.
11. Section 3(d) of the Agreement shall be replaced with the following:
IT&S may, in its sole discretion, migrate to a new System(s) which
shall be offered to Customer by IT&S at a price to be determined at the
end of the Customer Account Management implementation pilot by IT&S. If
the Customer elects not to purchase such System(s), IT&S shall continue
to support the current system utilized by Customer at prices to be
determined by IT&S. The Customer shall make such
election within sixty (60) days after IT&S provides the pricing as set
forth above. If Customer elects to continue use of the current system
utilized by Customer, Customer shall begin paying the specified pricing
on the date the last IT&S customer which is wholly-owned by HCA, Inc.
(or one of its subsidiary companies) converts to such new System(s).
12. Section 6(g) of the Agreement shall be amended by replacing the first
sentence with the following:
IT&S agrees to make its Wide Area Network available to Customer for
access and use by Facilities.
13. The last sentence in Section 10(a) of the Agreement shall be replaced
with the following:
FURTHERMORE, EACH PARTY'S LIABILITY TO THE OTHER FOR ANY OTHER DAMAGES
CAUSED BY OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS
AGREEMENT, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL BE LIMITED IN
EACH CASE TO $100,000 PER FACILITY AND $250,000 IN THE AGGREGATE, WHICH
SUMS SHALL BE APPLIED AS A CREDIT AGAINST FEES.
14. Section 11(d) of the Agreement shall be amended by adding the
following:
In the event IT&S gives notice of its intention not to renew, the
Wind-Down Period shall be two (2) years from the date IT&S provides
notice of its intention not to renew. In the event that either party
gives notice of its intention not to renew, Customer shall have the
right to immediately begin an orderly de-installation of the Services
and the Systems and shall receive a concomitant reduction in fees as
set forth herein; provided, however, that such a de-installation shall
not otherwise relieve Customer of its obligations stated elsewhere in
this Agreement.
15. Section 12(f) of the Agreement shall be amended by replacing "Client
Services" to "Customer Account Management."
16. Exhibit A shall be replaced with the attached Exhibit A.
17. Exhibit B shall be replaced with the attached Exhibit B.
18. Exhibit C shall be amended by deleting the "Internet Website
Development and Services" section.
19. Exhibit E shall be replaced with the attached Exhibit E.
20. Exhibits H, H1, H2 and H3 shall be deleted in their entirety.
21. All terms of the Agreement not specifically altered by this Amendment
remain in full force and effect. Any capitalized terms not defined in this
Amendment shall have such meanings as are set forth in the Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their authorized representatives as of the date set forth above.
HCA - INFORMATION TECHNOLOGY LIFEPOINT HOSPITALS, INC.
& SERVICES, INC.
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Title: President Title: Chairman, CEO and President
Date: 4/28/04 Date: April 28, 2004
EXHIBIT A
SOFTWARE/APPLICATIONS
CLINICAL SYSTEMS
CLINICAL PATIENT CARE SYSTEM (CPCS) including:
Abstracting Office Automation
Admissions Operating Room
Blood Bank Order Entry
Central Scheduling Patholology
ED Tracker Patient Care Inquiry
Education Patient Transportation
Laboratory/Microbiology Pharmacy
Medical Records Quality Management
Micromedix Radiology
Nursing SNO-MED
PATIENT ACCOUNTING SYSTEMS
Patient Accounting CPCM Contract Profiler
3M Encoder Electronic Processing
Avega Decision Support IMAG- Information Management
Casemix/CHOIS/ORYX/Comet Mainframe Logging
Collections On-Line Cashiering
FINANCIAL REPORTING/COMMUNICATIONS
Atlas General Ledger
Budget QMIRS
Exchange/Outlook VISTA
FIS
PAYROLL
Benefits Payroll
Human Resources
ACCOUNTS PAYABLE
Accounts Payable SMART
CORPORATE OFFICE (ONLY)
Resource Control/Contracting Corporate Tax
Funds Management Corporate Employment Tax
EXHIBIT B
SYSTEM APPLICATION & FEES
FACILITY APPLICATIONS - CHARGED PER FAMILY*:
MONTHLY FEES
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ACCOUNTS PAYROLL/
CLINICAL PATIENT PAYABLE/ FINANCIAL HUMAN
SYSTEMS ACCOUNTING SMART REPORTING RESOURCES
------- ---------- ----- --------- ---------
Up to 50 Licensed Beds $10,350 $ 8,800 $1,525 $1,500 $ 700
51 to 75 Licensed Beds $14,100 $12,050 $2,075 $2,050 $ 950
76 to 100 Licensed Beds $17,875 $15,250 $2,625 $2,600 $1,225
101 to 125 Licensed Beds $21,600 $18,450 $3,200 $3,150 $1,475
126 to 150 Licensed Beds $25,400 $21,675 $3,750 $3,700 $1,725
151 to 175 Licensed Beds $29,150 $24,900 $4,300 $4,225 $2,000
176 to 200 Licensed Beds $32,925 $28,100 $4,850 $4,775 $2,250
201 to 225 Licensed Beds $36,700 $31,300 $5,400 $5,325 $2,500
226 to 250 Licensed Beds $40,450 $34,525 $5,975 $5,875 $2,750
Over 250 Licensed Beds TO BE NEGOTIATED FOR INDIVIDUAL FACILITIES
MONTHLY FEE
CHARGE PER ESTABLISHED COID $ 150
CORPORATE OFFICE CHARGES:
BUDGET/RESOURCE CONTROL & CONTRACTING/QMIRS $ 8,800
TAX $ 1,250
ACCOUNTS PAYABLE $ 1,200
GENERAL LEDGER $ 1,000
PAYROLL/HUMAN RESOURCES $ 600
FUNDS MANAGEMENT $ 350
FIS $ 200
EMPLOYMENT TAX $ 200
OTHER SERVICES & SYSTEMS:
CENTRAL STATEMENT PROCESSING $ 0.46 Per Statement
STATE REPORTING $500 Per Submission
COMET 7TH SCOPE $350 Per Submission
HARDWARE MAINTENANCE (EXTERNAL VENDOR) Cost + 5%
DEPOT MAINTENANCE:
3Com Term Server T & M
Espirit 125C $12 Per Device Per Year
Falco 5000 Series $50 Per Device Per Year
Wyse 50, 60 and 150 $50 Per Device Per Year
TI 810, 880 and 885 $125 Per Device Per Year
TI 830 $75 Per Device Per Year
HP4 Plus T & M
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*As used in this Exhibit, "Family" means those entities consolidated in Level 6
in the Company Master (the table which consists of all identifying information
that defines each ledger); provided, however, that each acute care hospital with
a separate Clinical System implementation must be in a separate family.
XXXXXX XX/PR To be determined; provided, however, that
fees will not exceed charges at conversion
plus fifty percent (50%)
EXHIBIT E
Customer's total base APD's and total cost per APD for computing the minimums:
Total base APD's: 495,824
Total cost per APD: $ 17.64
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$8,746,335
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