Exhibit 10.16
XXXXX BUYPOWER
PURCHASING ASSISTANCE AGREEMENT
This Purchasing Assistance Agreement is entered into by and between
COMMUNITY HEALTH SYSTEMS, INC. (hereinafter "Company"), located at 000
XXXXXXXX XXXX, XXXXX 000 -- XXXXXXXXX, XX 00000-0000 and Xxxxx HealthSystem
Inc., (hereinafter "Xxxxx") located at 00000 XXXXXX XXXXXXX -- XXXXXX, XX
00000.
WITNESSETH:
A. Company owns and operates hospitals and other health care facilities
throughout the United States.
X. Xxxxx maintains agreements for purchasing various goods, supplies,
materials, dietary products, pharmaceutical and equipment used by Company
on a national basis.
C. Company desires to purchase items under said national supply and purchase
agreements to the extent permitted by such agreements, and to the extent
that the price for purchase hereunder would be based upon meeting vendor
terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth, it is agreed as follows:
1. PURPOSE:
Company hereby employs Xxxxx to assist Company in the purchasing of various
pharmaceutical supplies used in the Company's normal and customary
operations and Xxxxx agrees to assist Company in the purchasing of such
pharmaceutical supplies as is more fully set forth below.
2. TERM:
Subject to prior termination under Paragraph 6, below, the term of this
Agreement shall be for a period of two (2) years commencing on October 1,
1997 and ending on September 30, 1999. Upon completion of the initial term
of this Agreement, the parties may negotiate with respect to extension or
renewal hereof.
If upon the expiration hereof, an agreement has not been negotiated by the
parties and services continue to be rendered by Xxxxx, this Agreement shall
continue on upon the same terms and conditions as were in effect prior to
expiration, subject to termination by either party upon ninety (90) days
written notice to the other.
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3. XXXXX'X RESPONSIBILITIES:
a. Simultaneously with the commencement date of this Agreement, Xxxxx
will deliver, or cause to be delivered, to Company a copy (or brief
summary hereof) of all national purchase and supply agreements which
Xxxxx has in effect at that time. Additionally, Xxxxx will, during
the term hereof, provide Company with copies of any additional
amendments, changes, or terminations to such agreements on a timely
basis so that Company can be advised thereof.
x. Xxxxx will provide consultation with Company to effect a smooth
transition.
x. Xxxxx shall notify each of the contracting parties to such national
purchase and supply agreements that Company is participating in such
agreements to the extent permitted by such agreements and accordingly
is entitled to purchase of such pharmaceutical goods and receive the
same discounts thereunder as Xxxxx.
d. Company acknowledges that Xxxxx has certain subsidiaries and divisions
in the health care field. Certain of these subsidiaries or divisions
may, from time to time, make proposals to or do business with
Company. Xxxxx shall in each instance cause the disclosure of
the related nature of such enterprises, and Company shall in each
such instance be free to enter into or reject any such proposal or
business dealing solely on the respective merits.
x. Xxxxx shall grant one seat on the Pharmacy Advisory Committee to
Community Health System, Inc., upon Community Health System, Inc.
discontinuing any affiliation with a pharmacy program other than
Xxxxx'x.
4. REPRESENTATIONS AND COVENANTS OF COMPANY:
Company hereby represents to and covenants with Xxxxx as follows:
a. All purchasing by Company of pharmaceutical goods under said national
purchasing and supply agreements shall be in the name of Company, and
Company shall be solely responsible for payment therefore.
b. Any purchase by Company under any such national purchase and supply
agreement will be between Company and the respective
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contractor; Xxxxx does not make any warranty, express or implied, as
to such pharmaceutical goods.
c. Company shall Indemnify and hold Xxxxx harmless from any liability
brought against Xxxxx as a result of Company's action or inaction with
respect to such national purchase and supply agreements.
5. COMPENSATION:
a. As compensation for purchasing assistance services rendered by
Xxxxx, Company shall pay a fee of $0.00 per year.
x. Xxxxx shall share back 50% of all administrative fees paid by
suppliers against the Company's purchases as identified in 7d of this
purchasing assistance agreement.
6. TERMINATION:
a. During the original term hereof, either party may terminate this
Agreement with cause at any time by giving written notice to the
other, such termination to be effective ninety (90) days after the
date such notice is given.
b. Upon termination of this Agreement, whether by expiration of its term
or otherwise, provided that Xxxxx is not performing services on a
month-to-month basis as provided in Paragraph 2 above, Xxxxx shall
have no further obligations hereunder, and particularly no obligation
to maintain, update, or advise concerning any system or procedure
provided hereunder.
7. SUCCESSORS AND ASSIGNS:
a. No party hereto may assign its interest in or delegate the performance
of its obligations under this Agreement to any other person without
obtaining the prior written consent of the other party, except that
Xxxxx may assign its interest or delegate the performance of its
obligations to a party qualified to do business in the State of Texas
and the Company may assign its interest to a duly authorized successor
in interest.
b. Except as set forth in Section 7(a) Company shall not have the right
to sell, hypothecate and transfer this Agreement or to assign its
interest in this Agreement or both without the consent of all parties,
provided,
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however, that any such transferee or assignee shall expressly assume
in writing the obligations of Company to Xxxxx as set forth herein.
c. The terms, provisions, covenants, obligations and conditions of this
Agreement shall be binding upon and shall inure to the benefit of the
successors in interest and the assigns of the parties hereto, provided
that no assignment, transfer, pledge or mortgage by or through either
party, as the case may be, in violation of the provisions of this
Agreement, shall vest any rights in the assignee, transferee, pledgee
or mortgagee.
d. Fee for Purchasing Services Agreement -- Company acknowledges that, as
part of an agreement to furnish goods or services to Company, Xxxxx
may receive a group purchasing administrative fee in connection with
certain products that are purchased, licensed or leased by Company.
Such payment shall equal 3% or less of the purchase price of the goods
or services provided by the participating vendor. Xxxxx shall disclose
to Company in writing, on an annual basis, and to the Secretary of
Health and Human Services upon his or her request, the amount received
from each vendor with respect to purchases made by or on behalf of
Company.
8. NOTICES:
Any notice by any party to the other shall be in writing and shall be
deemed to have been given on the earlier of (a) the date on which it is
delivered personally or (b) four (4) days after it is deposited in the U.S.
mail, postage prepaid, certified with return receipt requested and
addressed to the party at its address as set forth an Page 1 of this
Agreement (or at such other address as may have been designated by the
party pursuant to this Paragraph 8).
9. APPLICABLE LAW:
This Agreement is entered into in the State of California and shall be
governed by the laws of the State of California and all actions concerning
this Agreement shall be brought in the courts of the State of California.
10. ACCESS TO BOOKS AND RECORDS OF XXXXX BY SECRETARY OF HHS OR AUTHORIZED
REPRESENTATIVE:
Upon written request of the Secretary of Health and Human Services or the
Comptroller General or any of their duly authorized representatives, Xxxxx
or any other related organization providing services with a value or cost
of ten thousand
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dollars ($10,000.00) or more, over a twelve (12) month period, shall make
available to the Secretary the contract, books, documents and records that
are necessary to certify the nature and extent of the costs of providing
such services. Such inspection shall be available up to four (4) years
after the rendering of such services. This paragraph is not intended to
prohibit or impede any state audits pursuant to state law.
11. ENTIRE AGREEMENT:
This Agreement constitutes the sole and only Agreement of the parties
hereto with respect to purchasing assistance services to the facility and
correctly sets forth the rights, duties, and obligations of each to the
other as of its date. Any and all prior agreements, promises, proposals,
negotiations or representations, whether written or oral, which are not
expressly set forth in this Agreement are hereby superseded and are of no
force or effect.
12. CONFIDENTIALITY:
Terms of this Agreement: Except for disclosure to Company's legal counsel,
accountant or financial advisors, Company shall not disclose the terms of
this Agreement to any person who is not a party or signatory to this
Agreement, unless disclosure thereof is required by law or otherwise
authorized by this Agreement or consented to by Xxxxx. Unauthorized
disclosure of the terms of this Agreement shall be a material breach of
this Agreement and shall provide Xxxxx with the option of pursuing remedies
for breach or immediate termination of this Agreement in accordance with
Paragraph 6 hereof.
IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed
by their authorized representatives this 13th day of June, 1997.
XXXXX HEALTHSYSTEM, INC COMMUNITY HEALTH SYSTEMS, INC.
By:
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Signature Signature
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Print Name Print Name
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Title Title
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ADDENDUM
COMMUNITY HEALTH SYSTEMS, INC.
BUYPOWER PURCHASING PARTICIPATION AGREEMENT
The purpose of this document is to amend COMMUNITY HEALTH SYSTEMS, INC. (CHS)
BuyPower Affiliation Agreement with Xxxxx HealthSystem with the effective date
of September 1, 1997.
Community Health Systems, Inc. will be eligible for all Medical,
Surgical, Laboratory, Food/Nutrition, and X-Ray contracts effective
September 1, 1997.
IN WITNESS WHEREOF, the parties have caused this instrument to be duty executed
by their authorized representative this 19th day of September, 1997.
XXXXX HEALTHSYSTEM, INC. COMMUNITY HEALTH SYSTEMS, INC.
By:
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Signature Signature
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Print Name Print Name
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Title Title
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FIRST AMENDMENT TO XXXXX BUYPOWER GROUP PURCHASING
AFFILIATION AGREEMENT
between
XXXXX HEALTHSYSTEM MEDICAL, INC.
and
CHS/COMMUNITY HEALTH SYSTEMS, INC.
This First Amendment to the Xxxxx BuyPower Group Purchasing Affiliation
Agreement (the "Amendment"), effective as of March 15, 2000, is between Xxxxx
HealthSystem Medical, Inc. ("Xxxxx") and CHS/COMMUNITY Health Systems, Inc.
(f/k/a "Community Health Systems, Inc.") ("Member").
This Amendment is made and entered into with reference to the following
facts:
X. Xxxxx and Member entered into that certain Group Purchasing
Affiliation Agreement dated June 13, 1997 and effective as of
October 1, 1997 (the "Agreement"), in which Member engaged Xxxxx
for the purpose of affiliating with BuyPower and to assist Member
Facilities in the purchasing of various products and services; and
X. Xxxxx and Member desire to amend the Agreement.
NOW, THEREFORE, for good and valuable consideration, and notwithstanding
any contrary provisions of the Agreement, the parties agree to the
following:
I. AMENDMENT.
A. Section 2 of the Agreement is deleted and replaced with the following:
SUBJECT TO PRIOR TERMINATION UNDER PARAGRAPH 6, BELOW, THE INITIAL
TERM OF THIS AGREEMENT SHALL COMMENCE ON OCTOBER 1, 1997, AND END ON
MARCH 15, 2005 (THE "INITIAL TERM"). FOLLOWING THE INITIAL TERM, THIS
AGREEMENT SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE (1) YEAR TERMS
("RENEWAL TERM") UNLESS EITHER PARTY TERMINATES THE AGREEMENT ON ONE
HUNDRED TWENTY (120) DAYS PRIOR WRITTEN NOTICE, WITHOUT CAUSE AND
WITHOUT PENALTY, AT ANY TIME DURING A RENEWAL TERM.
B. Subsections a and b of Section 6 of the Agreement are deleted and
replaced with the following:
a. During the Initial Term or any Renewal Term hereof, either party
may terminate this Agreement with cause at any time by giving the
other party notice of the effective date of termination;
provided, however,
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such notice shall be given not less than thirty (30) days prior
to the effective date of termination.
b. Upon the expiration or termination of this Agreement (except for
termination by Xxxxx for cause), Company shall be entitled, for a
period not to exceed Due one hundred and hundred twenty days
after such expiration or termination and at its sole discretion,
to continue to make purchases under Xxxxx'x national purchasing
agreements, upon the same terms and conditions then offered to
the members of Xxxxx'x group purchasing organization.
II. MEANINGS. Terms used and not otherwise defined in this Amendment shall
have the respective meanings assigned to them in the Agreement.
III. CONFLICTS. Whenever the terms or conditions of the Agreement and this
Amendment are in conflict, the terms of this Amendment shall control.
IV. MODIFICATIONS. Except as specifically modified by the terms of this
Amendment, all of the covenants, terms, and conditions of the
Agreement shall remain in full force and effect.
V. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all
counterparts of which shall constitute the same instrument.
VI. EXECUTION. The undersigned duly authorized representatives of the
parties have executed this Amendment to the Agreement effective as of
the first written above.
XXXXX HEALTHSYSTEM MEDICAL, INC. COMMUNITY HEALTH SYSTEMS, INC.
By: By:
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W. Xxxxx Xxxx
Printed name: Executive Vice President & CFO
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Its:
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