Exhibit 10.28
FORM OF SALEM AREA HOSPITALS
MOBILE SERVICES AGREEMENT AND AMENDMENTS
POSITRON EMISSION TOMOGRAPHY
MOBILE SERVICES AGREEMENT
THIS AGREEMENT is entered into this ______ day of ____________, 2000,
by and between MOBILE P.E.T. SYSTEMS, INC., a Delaware corporation qualified to
do business in California (hereinafter "Company") and SALEM HOSPITAL, a
non-profit organization (hereinafter "Client") doing business in Salem, Oregon.
RECITALS
WHEREAS, Company is in the business of providing mobile positron
emission tomography ("PET") equipment and services to hospitals and other health
care organizations;
WHEREAS, Client owns and operates a hospital or healthcare facility for
the purpose of providing quality, accessible and efficient health care services
to residents of its community, including medically underserved communities;
WHEREAS, in fulfillment of its mission, Client desires to expand its
imaging services in terms of quality, quantity and availability by offering
Company mobile PET services to its patients ("Services");
WHEREAS, Client has independent physicians on its medical staff who are
interested in interpreting and reporting on PET imaging data for Client's
patients;
WHEREAS, Company desires to provide mobile positron emission tomography
equipment and services to Client, including training for said independent
physicians, and Client desires to contract with Company to utilize its PET
System.
NOW, THEREFORE, in consideration of the mutual covenants, conditions,
and agreements set forth herein, the parties agree as follows:
ARTICLE I
STATUS OF PARTIES
The parties to this Agreement are independent contractors. None of the
provisions of this Agreement are intended to create or shall be construed to
create an employment relationship, agency, partnership, joint venture,
corporation, or any other relationship between the parties other than that of
independent parties, contracting hereunder solely for the purpose of
implementing the provisions of this Agreement. Accordingly, none of the parties
hereto, nor any of their respective employees, is, or by reason of the
provisions hereof, shall be, deemed to be the agent or representative of the
other party.
ARTICLE II
COMPANY'S DUTIES
Section 2.01 LICENSES AND CERTIFICATION. Upon execution of this
Agreement, Company shall provide Client with a copy of all documents, approvals,
licenses and certifications required for Company to operate the Equipment
described herein.
Section 2.02 REPRESENTATIONS. Company warrants to Client that it is a
corporation in good standing under Delaware law and that this Agreement has been
duly authorized, executed and/or delivered by an on behalf of Company.
Section 2.03 SYSTEM. Company will provide Client, at Company's expense,
with the use of its System to
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provide Services to patients of Client, which System is described on EXHIBIT
"A", attached hereto and incorporated herein by this reference. "System" refers
to the PET system (also referred to as "the Equipment") and includes housing the
Equipment in a mobile environment (hereinafter "the Vehicle"). With regard to
the System, Company reserves the right to modify final specifications or accept
modifications imposed by the Equipment or Vehicle manufacturer.
Section 2.04 AVAILABILITY. Company shall provide Client with its System
for Client's use according to the schedule described in EXHIBIT "B" attached
hereto. The System shall be available for a minimum of eight (8) hours per
contracted day.
Section 2.05 STAFFING. Company shall provide Client, at Company's
expense, with one qualified PET technologist and other non-medical qualified
personnel reasonably necessary to operate the System and perform the imaging
procedures for purposes of this Agreement. Staffing may increase or decrease in
proportion to any changes in the schedule set forth in EXHIBIT "B". Said staff
shall be employees of Company and Company is solely responsible for compensating
said staff, including payment of benefits and worker's compensation insurance.
Section 2.06 PHYSICIAN TRAINING AND PROCTORING. Company shall provide
initial training for two (2) physicians affiliated with Client, such training to
be approved in advance by Company, at a location to be determined by Company
with Client's approval, which shall not be unreasonably withheld or delayed.
Company agrees to pay for the full amount of the tuition charge at the facility
where the week of training is conducted. Client shall pay the costs of the
travel, meals, and lodging associated with the training. Company agrees to
facilitate on-going proctoring of the physicians trained hereunder throughout
the term of the Agreement by qualified physicians contracting with Company, if
requested by Client. Any additional training costs will be borne by Client.
Section 2.07 PATIENT LOG. Company shall maintain at its expense a daily
log of all of Client's patients receiving PET scans pursuant to this Agreement.
Client's authorized representative may inspect this log on reasonable notice to
Company during normal working hours of the System at Client's site. All patient
logs shall be maintained by Company on the premises of the System for ninety
(90) days and thereafter shall be maintained by Company at Company's office at
the address set forth below.
Section 2.08 POLICY AND PROCEDURES MANUAL. Company shall, at its
expense, prepare and maintain on the premises of the System a Policy and
Procedures Manual, the contents of which shall be subject to Client's input and
approval and shall include Client-specific policies and procedures with respect
to patients of Client which have been duly approved by Client.
Section 2.09 MAINTENANCE AND SERVICE OF THE SYSTEM. Company shall, at
its expense, be responsible for all maintenance and service required to keep the
System in proper working order according to the Equipment and Vehicle
manufacturer's recommendations and any applicable service contract. Company
shall provide a service schedule to Client for routine maintenance of the
system, which shall occur during off-hours. Company shall use its best efforts
to adhere to routine maintenance based on manufacturer's ability to provide
service. Said schedule shall be provided to Client at least sixty (60) days in
advance and may be changed by either Client or Company upon fourteen (14) days
prior written notice to the other party. If the System is inoperable on a
scheduled day of service to Client, Company shall use its best efforts to
provide immediate service and to arrange a make-up day as the System's
availability permits.
Section 2.10 SUPPORT SERVICES. Company shall provide support services
to assist Client in developing a comprehensive PET program at no additional cost
to Client. Such support services shall include those described in EXHIBIT "C"
attached hereto and any changes or additions to EXHIBIT "C" shall be added by
written agreement of the Parties.
Section 2.11 COMPANY INSURANCE. Company shall, at its expense, maintain
general liability insurance to cover liability arising out of the use of the
System under this Agreement with minimum limits of $1,000,000 per occurrence
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and $3,000,000 in the aggregate, annually, and shall provide a copy of the
certificate of insurance to Client upon execution of this Agreement. In
addition, Company shall, at its expense, maintain professional liability
insurance to cover liability arising out of the conduct of its employees and
agents who staff the System under this Agreement, with minimum limits of
$1,000,000 per occurrence and $3,000,000 in the aggregate, annually, and shall
provide a copy of the certificate of insurance to Client upon execution of this
Agreement. With respect to both policies, they shall name Client as an
additional insured and shall provide Client with at least thirty (30) days prior
written notice before cancellation.
Section 2.12 ACCEPTANCE OF PATIENTS. Company agrees to accept all
patients of Client who are referred by physicians of Client, provided that such
patients are pre-certified for such services (except as provided herein). Client
is responsible for scheduling and pre-certifying all patients, providing Company
all related delivered requests for procedures, the Patient's History and
Profile, and any other required information as may reasonably be required to
provide the service. "Pre-certified" shall mean that (i) an independent
physician on Client's medical staff has ordered such services for the patient,
and (ii) either Client has obtained preauthorization from the third party payor
responsible for payment for the PET scan or the patient has agreed in writing to
be personally responsible to Company for payment of all charges associated with
the PET scan. A patient need not be pre-certified for PET scans in the event
such scan is ordered by a physician on Client's medical staff in the course of
providing a medical screening examination or stabilizing treatment required
under the federal Emergency Medical Treatment and Active Labor Act.
Section 2.13 BILLING AND COLLECTIONS. Client shall be responsible for
coding, submission of insurance claims, billing and collection of payment for
the technical component of all PET scans performed under this Agreement and
shall be entitled to retain all revenue received therefrom. Company shall
invoice Client for Services provided to patients of Client hereunder as set
forth in Section 3.05 below, and shall not be responsible for coding, submission
of insurance or Medicare/Medicaid claims, billing or collection from third party
payors for PET scans provided to patients of Client hereunder. Client agrees
that Company shall have no liability whatsoever for amounts due Client from
patients or third party payors for Services rendered hereunder.
ARTICLE III
CLIENT'S DUTIES
Section 3.01 REQUIRED LICENSES AND CERTIFICATION. Upon execution of
this Agreement, and prior to the provision of Services to any patients of
Client, Client shall provide Company with a copy of all documents, approvals,
licenses and certifications, including its radioactive materials license,
required for it to provide the Services from Company set forth herein to
patients of Client.
Section 3.02 REPRESENTATIONS. Client warrants to Company that it is a
corporation in good standing in the state(s) where it operates its facilities
and that this Agreement has been duly authorized, executed and/or delivered by
and on behalf of Client.
Section 3.03 CLIENT'S SERVICES. Client shall provide, at its expense,
the following services ("Client Services") associated with the use of Company's
System:
(a) SPACE AND SITE PREPARATION. Client shall, at its expense,
provide suitable space to station the System on one or more sites under its
ownership or supervision and control. Said site(s) shall be subject to Company's
written approval, which shall not be unreasonably withheld, and specifications
set forth in Company's Site Planning Guide attached hereto as EXHIBIT "D" and
shall comply with applicable law. Client shall, at its expense, complete all
site preparation before Company may commence the provision of its services.
(b) UTILITIES. Client shall, at its expense, provide suitable
electric and utility service to operate the System, including full telephone
service.
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(c) MEDICAL SUPPLIES. Client shall, at its expense, provide
(i) all necessary medical supplies and film, including radio pharmaceutical
injection material as reasonably required to perform the PET scans; and (ii) all
necessary medical supplies reasonably required to provide patients with any
required emergency care, including oxygen, aspirators and defibrillators when
deemed necessary for use inside the Vehicle.
(d) STAFFING. Client shall, at its expense, provide all
nursing personnel and other non-physician personnel reasonably necessary to
provide patient care services not provided by Company's staff, including patient
preparation and radiopharmaceutical injection. Said staff shall be available
during imaging procedures. Said staff shall be employees of Client and Client is
solely responsible for compensating said staff, including payment of benefits
and worker's compensation insurance. Client shall provide the services of all
medical technologists and other personnel who are to assist and care for any
patient of Client. All such personnel and medical staff shall be present when
any patient of Client is receiving Services hereunder. Client acknowledges that
all medical services and items, including the radioactive material injected into
Client's patient(s) by Client's medical personnel, are the responsibility of
Client. If patient(s) urinate, defecate, vomit or bleed while on-board the
Vehicle, Client shall be responsible for decontamination, cleanup, and disposal
of contaminated materials including radioactive material spills. Client shall
provide all supplies, facilities, personnel and physicians necessary to provide
patients with any required emergency care including oxygen, aspirator(s), and
defibrillator(s) when deemed necessary, in accordance with all applicable laws,
rules and regulations applicable to Client.
(e) CREDENTIALING PHYSICIANS. Client shall, at its expense,
grant clinical privileges in accordance with its medical staff procedures to
qualified independent physicians on its medical staff relating to the
interpretation and reporting of PET scan results. Notwithstanding said
credentialing, said physicians shall be subject to separate qualification
criteria of Company, such as completing the training provided by Company
pursuant to the Agreement, maintaining professional liability insurance coverage
for the interpretation and reporting of PET scans (with a minimum policy limit
of $1,000,000 per occurrence), Nuclear Medicine certification as may be required
by health care regulating authorities, and such other criteria that Client deems
relevant to granting such privileges. Such other criteria shall be submitted in
writing to Client.
(f) PATIENT SCREENING. Client shall screen patients referred
to it by its physicians to ensure that all such patients have an order from a
physician or other approved licensed practitioner who has the approval from
their licensing body to order P.E.T. Scans, for the procedure.
(g) ADDITIONAL RESPONSIBILITIES OF CLIENT. Client and Company
shall cooperate to ensure that Client will exercise the same oversight of such
patients as Client would require for services provided directly by salaried
employees and physicians providing such services, which shall include the
following: (i) accepting patients for treatment in accordance with all Client
standard admission policies; (ii) maintaining a complete and timely record of
all services received; (iii) maintaining liaison with the attending physician
regarding the progress and necessary treatment orders for the patient; (iv)
having the physician secure any needed certifications and re-certifications; and
(v) subjecting the services to the same utilization review activities that all
other patient services are subjected to.
Section 3.04 CLIENT INSURANCE. Client shall, at its expense, maintain
general liability insurance to cover liability arising out of the use of the
System under this Agreement with minimum limits of $1,000,000 per occurrence and
$3,000,000 in the aggregate annually, and shall provide a copy of the
certificate of insurance to Company upon execution of this Agreement. In
addition, Client shall, at its expense, maintain professional liability
insurance to cover liability arising out of the conduct of its employees and
agents who staff the System under this Agreement, with minimum limits of
$1,000,000 per occurrence and $3,000,000 in the aggregate annually, and shall
provide a copy of the certificate of insurance to Company upon execution of this
Agreement. With respect to both policies, they shall name
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Company as an additional covered party, but only as respects the acts, errors,
or omissions of Client and shall provide Company with at least thirty (30) days
prior written notice before cancellation. Alternatively, Client may substitute
comparable coverage under its self-insurance plan.
Section 3.05 FEES. Client shall pay Company the fees specified in
EXHIBIT "E", attached hereto. Basic charges shall remain as listed in this
EXHIBIT "E" for the Term. Client shall be billed monthly for Services, with
payment to be received by Company within thirty (30) days after the month in
which such Services were provided. Client shall pay Company all fees when due.
For accounts not timely paid, Client shall pay a finance charge of one and
one-half percent (1.5%) per month on all balances outstanding over five (5) days
from the due date. Such finance charge shall be increased by the extent the
Prime Rate, stated in the Wall Street Journal, exceeds sixteen percent (16%), to
the maximum amount permitted by law. Company's right to collect fees properly
invoiced to Client shall not be subject to any right of setoff, subrogation,
counter-claim or other action.
ARTICLE IV
EFFECTIVE DATE, TERM & TERMINATION
Section 4.01 EFFECTIVE DATE. The Effective Date of this Agreement shall
be the ___ day of _________________, 2000.
Section 4.02 TERM. This Agreement shall begin at midnight on the
Effective Date and shall continue in full force and effect for an initial FIVE
(5) year term. The term shall be automatically renewed for subsequent one-year
terms unless either party provides the other with not less than six (6) months
written notice before the existing term expires of its intention not to renew
this Agreement. The parties may mutually terminate this Agreement prior to the
natural expiration of the term by written agreement.
Section 4.03 COMMENCEMENT OF SERVICES. Company shall commence the
provision of Services within thirty (30) days from the Effective Date, provided
that Client has completed site preparation, a Company unit is available and all
licensing and certification issues have been resolved to Company's reasonable
satisfaction and to Client's reasonable satisfaction. This Agreement shall
become void by either party in the event Company has not provided service by
___________ 1, 2000.
Section 4.04 TERMINATION BY CLIENT. In addition to the terms of Article
XI below, Client may terminate this Agreement prior to the expiration of the
initial or renewal term of this Agreement as follows:
(a) If Company defaults in the performance of any material
provision of this Agreement and such default continues for sixty (60) days after
written notice to Company from Client stating the specific default.
(b) If Client elects to install a fixed site PET system,
provided that Client shall provide written notice to Company one hundred eighty
(180) days before its installation. Client agrees to negotiate in good faith
with Company to allow Company to participate in the fixed site PET system.
Section 4.05 TERMINATION BY COMPANY. In addition to the terms of
Article XI, this Agreement may be terminated by Company prior to the expiration
of the initial or renewal term of this Agreement as follows:
(a) If Client defaults in the performance of any material
provision of this Agreement and such default continues for sixty (60) days after
written notice to Client from Company stating the specific default.
(b) If Client applies for or consents to the appointment of a
receiver, trustee or liquidation of all or
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substantially all of its assets, files a voluntary petition in bankruptcy, is
unable to pay its debts as they come due, or if an involuntary bankruptcy
petition is not dismissed within ninety (90) days after its filing.
(c) In the event that changes in federal reimbursement
programs or other third party payment mechanisms jeopardize the ability of
Company to continue to provide Services in a financially viable manner, Company
shall have the option after the first six (6) months from the Effective Date of
this Agreement to (i) reduce the number of service days after giving Client at
least fourteen (14) days advance written notice; or (ii) cancel this Agreement
upon one hundred eighty (180) days advance written notice; provided however,
upon such notice of Company's intention to reduce services or terminate this
Agreement, Client shall have the option to purchase its own PET system; and
Company hereby agrees in such event to provide Services under the same terms and
conditions set forth herein until such Client's PET system is operational or
until the expiration of a one hundred eighty (180) day period, whichever occurs
first.
ARTICLE V
NOTICES
Except as otherwise provided in this Agreement, any notice or other
communication required or permitted by this Agreement shall be in writing and
shall be deemed to have been given or served for all purposes if delivered
personally, or sent by registered or certified mail, return receipt requested,
postage prepaid, addressed to the parties as set forth below. No notice
delivered to Client at the System site shall be effective for purposes of this
Agreement.
Company: Mobile PET Systems, Inc. cc: Xxxx Xxxx Xxxxx, A.P.C.
2240 Shelter Island Drive 00000 Xxxxxx Xxx Xxx Xxx, #000
Xxx Xxxxx, XX 00000 Xxx Xxx, XX 00000-0000
Client: Salem Hospital
000 Xxxxxx Xxxxxx XX
Xxxxx, Xxxxxx 00000
ARTICLE VI
ACCESS TO RECORDS REQUIRED BY HHS
If and to the extent required by Section 1395x(v)(1) of Title 42 of the
United States Code, until the expiration of four years after the termination of
this Agreement, the parties shall make available, upon written request to the
Secretary of the United States Department of Health and Human Services, or upon
request to the Comptroller General of the United States General Accounting
Office, or any of their duly authorized representatives, a copy of this
Agreement and such books, documents and records of the parties as are necessary
to certify the nature and extent of the costs of the services provided by the
parties under this Agreement. The parties agree that, in the event they carry
out any of their duties under this Agreement through a subcontract with a value
or cost of $10,000 or more over a 12-month period with a related organization,
such contract shall contain a clause to the effect that, until the expiration of
four years after the furnishing of such services pursuant to such subcontract,
the related organization shall make available, upon written request to the
Secretary of the United States Department of Health and Human Services, or upon
request to the Comptroller General of the United States General Accounting
Office, or any of their duly authorized representatives, a copy of such
subcontract and such books, documents and records of the parties as are
necessary to certify the nature and extent of such costs.
The parties' obligations hereunder shall extend beyond the term of this
Agreement.
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ARTICLE VII
NON-SOLICITATION OF EMPLOYEES
Client shall not attempt to hire away, employ or in any other manner
retain the services of Company's employees assigned to provide services for
Client without Company's prior written consent during the term of this Agreement
or any renewal thereof. Likewise, Company shall not attempt to hire away, employ
or in any other manner retain the services of Client's employees without
Client's prior written consent during the term of this Agreement or any renewal
thereof.
ARTICLE VIII
CONFIDENTIALITY
All information regarding each party's services, customer support
programs, market, patient lists and medical information, and this Agreement
shall be considered confidential and the trade secrets of such party. Such trade
secrets are intended only for those individuals within Client's and Company's
organization who are authorized to access it for purposes of economic, legal and
clinical evaluation. Each party agrees at all times, both during the term of
this Agreement and thereafter, to hold in strictest confidence, and not to
disclose or allow to be disclosed to any person, firm or entity, and not to use
except in the pursuit of the business of the other party, trade secrets of the
other party, without the prior written consent of the other party.
ARTICLE IX
EXCLUSIVITY
During the term of this Agreement, all PET services provided at
Client's site shall be performed exclusively by Company. If Client utilizes
other PET services, Client shall reimburse Company for each PET study performed
a technical fee of $800.
ARTICLE X
INDEMNIFICATION
Each party shall indemnify, defend and hold harmless the other party
for the indemnifying party's acts, errors or omissions and those of its agents,
employees and/or guests, against all claims, suits, liabilities, damages,
losses, fees (including reasonable attorney fees) and costs arising from the
negligence, misconduct or breach of this Agreement by the indemnifying party.
ARTICLE XI
FORCE MAJEUR AND JEOPARDY CLAUSE
Neither party shall be liable nor deemed to be in default for any delay
or failure in performance under this Agreement or other interruption of service
or employment deemed resulting, directly or indirectly, from acts of God, civil
or military authority, acts of public enemy, war, accidents, fires, explosions,
earthquakes, floods, failure of transportation, strikes or other work
interruptions by either party's employees, or any similar or dissimilar cause
beyond the reasonable control of either party.
Notwithstanding anything herein to the contrary, in the event that an
unanticipated interpretation of new or existing law, action, condition or event
should occur which, in the reasonable determination of either party hereto,
would have the effect of (i) causing a material adverse effect on the operations
of either party and/or make the performance of this Agreement legally,
economically or otherwise unfeasible for either party, or (ii) causing the
revocation, suspension or termination of any license, accreditation or
certification maintained by ether party hereto as a result of its being a party
to this Agreement, or (iii) jeopardizing the tax-exempt status of either party
hereto, or (iv) making it impossible, unlawful or unethical for either party to
continue to perform under this agreement, the parties hereto shall immediately
attempt to take appropriate actions, satisfactory to both parties, or to
negotiate amendments to this agreement or a new agreement, as applicable, which
will negate the effect of the unexpected event and provide similar economic and
other
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benefits as contemplated under this Agreement. If the parties are unable to
negotiate a mutually acceptable amendment or a new agreement, this Agreement
shall terminate immediately upon written notice by either party.
ARTICLE XII
ASSIGNMENT
All rights and obligations under this Agreement shall be personal to
each party and shall not be assigned or otherwise disposed of by either party
without prior written approval of the other party. Subject to the foregoing
limitation upon assignment, the rights and obligations under this Agreement
shall inure to the benefit of and be binding upon the parties hereto and upon
their heirs, executors, administrators, successors and assigns.
ARTICLE XIII
REMEDIES AND WAIVER
Section 13.01 REMEDIES.
(a) In the event either party or both shall have to resort to the courts
of law or equity to enforce this Agreement, seek redress or obtain injunctive
relief, then the party declared by arbitration or judgment to be the prevailing
party shall be entitled to have reasonable attorney's fees and costs paid by the
other party.
(b) Such remedies shall be in addition to all other remedies available
at law or in equity, including that party's right to recover from the other any
and all damages that may be sustained as a result of the other party's breach of
this Agreement. No remedy herein conferred upon or reserved to either party is
intended to be exclusive of any other remedy or remedies, and each and every
such remedy shall be cumulative, and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity. Every power
and remedy given by this Agreement to the parties may be exercised from time to
time and as often as may be deemed expedient by the parties.
Section 13.02 WAIVER. No delay or omission of either party to exercise
any right or power accruing upon any event of default shall impair any such
right or power, or shall be construed to be a waiver of any such event or
default or an acquiescence therein. Furthermore, any such delay or omission by
either party in relation to a breach of any provision of this Agreement by the
other shall not be construed as a waiver of any subsequent breach.
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ARTICLE XIV
APPLICABLE LAW
This Agreement shall be construed, and all of the rights, powers, and
liabilities of the parties hereunder shall be determined, in accordance with the
laws of the State of Oregon, without regard to the conflict of laws principles
thereof, as the same apply to agreements executed solely by residents of Oregon
and wholly to be performed within Oregon.
ARTICLE XV
INTERPRETATION
The validity and enforceability of any provision of this Agreement shall
in no way affect the validity or enforceability of any other provision herein.
This Agreement sets forth the entire understanding of the parties regarding its
subject matter and supercedes all prior or contemporaneous oral or written
agreements, understandings, arrangements, negotiations or communications between
the parties. This Agreement shall not be modified or amended except on the
written agreement of the parties. As the context requires, any gender includes
all others, the singular number includes the plural and vice-versa. Captions are
inserted for convenience of reference and do not describe or limit the scope or
intent of this Agreement. Any recitals above and any exhibit or schedules
referred to and/or attached hereto are incorporated by reference into this
Agreement. "Person" includes any legal entity. "Including" means including
without limitation. No inference, assumption or presumption shall be drawn if a
party or its attorney prepared and/or drafted this Agreement; it shall be
conclusively presumed that the parties participated equally in its preparation
and/or drafting. This Agreement may be executed in counterparts, each of which
shall be deemed an original. An executed counterpart of this Agreement
transmitted by fax shall be equally as effective as a manually executed
counterpart. Each party shall take all reasonable steps, and execute,
acknowledge and deliver all further instruments necessary or expedient to
implement this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
COMPANY: CLIENT:
MOBILE P.E.T. SYSTEMS, INC. SALEM HOSPITAL
By:_____________________________ By:_____________________________
Its:_____________________________ Its:_____________________________
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EXHIBIT "A"
DESCRIPTION OF SYSTEM
GE Advance
Whole-Body Positron Emission Tomography System
S9110JF
SYSTEM HARDWARE SPECIFICATIONS
DETECTOR/GANTRY:
Detector ring diameter: 92.7 cm
Detector layout: 12,096 individual crystals arranged in 18 rings of 672 crystals
each
Crystal type/size: BGO, 4 mm transaxial, 8 mm axial, 30 mm radial
1 mm tungsten interplane septa, 11.7 xx xxxx to minimize random and scattered
coincidences
Automatic retraction of interplane septa to switch from 2D to 3D
mode or back in less than 30 seconds
Patient port size: 59 cm diameter
Low acoustic noise at gantry center: less than 50dBA
Shielding of both the front and back of the detector
units prevents detection of events from outside the scan planes
Scan field of view located toward front of gantry for improved patient
positioning access
Large numerical display on gantry for indication of total system count rate at
all times and to show elapsed time during acquisition
Triple-axis laser alignment lights to indicate center of first image plane with
+0.25 mm accuracy
Operator controls and position indicators for gantry and table on each side of
gantry
TRANSMISSION AND NORMALIZATION SOURCES:
Automatic loading and storage of all rod sources used for calibration and
attenuation correction (less than 30 seconds/pin to load or store)
Shielded storage container located in gantry
System operation requires two transmission measurement rod sources* (68 Ge,
10mCi maximum each) and one normalization rod source* (68 Ge,1.5mCi maximum)
*Rod sources are not included.
PATIENT IMAGING TABLE AND ACCESSORIES:
Single table, cantilever design includes large range of height adjustment to
accommodate patient loading from ambulatory, xxxxxx, or wheelchair
Vertical range: 52.8 cm to 104 cm
Elevation speeds: 5mm/s and 40 mm/s
Max 170cm horizontal table travel
Horizontal speeds: 5 mm/s and 75 mm/s
Positioning: 0.5 mm resolution with +0.25 mm accuracy
Table load capacity: 180 kg (400 lbs) with positional accuracy guaranteed;
200 kg (450 lbs) maximum allowed with normal operation
Maximum deflection: 16.5 mm max at scan field of view with 180 kg (400
lbs.) load
Table position controlled from operator workstation for prescribed scans or from
switches located on either side of the gantry
Fixed offset headholder, armrests, patient security straps and patient
positioning cushions are standard equipment
20 cm combination phantom with inserts provided for measuring system performance
and cross-calibration with well-counter
EVENT DETECTION AND PROCESSING:
Individual position mapping of each crystal to improve spatial resolution
Individual energy mapping for each crystal to improve system energy resolution
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Deadtime measured directly during acquisition to improve correction accuracy
System electronics customized for 3D volume imaging capability via Custom VLSI
coincidence circuitry
Random correction in real time or storage of separate prompt and delayed files
DATA ACQUISITION AND RECONSTRUCTION SYSTEM:
VME-based real time system controller
Intel i860 (64 bit, 40 MHz) based array processor system with 5 i860 nodes for
image reconstruction providing 400
Mflops single precision. VME-based real time system controller
Optional upgrade to 10, or 20 node, Intel i860 based array
processor system for image reconstruction, providing up to 1600 Mflops single
precision
128 MB of dynamic histogram memory stores up to 40 separate sinogram
sets
Histogram memory expandable in 128 MB increments up to 512 MB
System raw data maintained on SCSI high performance drive with 9.8 GB storage
capacity
POWER REQUIREMENTS
Voltage: 480 three phase
REGULATORY COMPLIANCE:
This product was designed to comply with applicable standards under the
Radiation Control for Health and Safety Act of 1968. Laser alignment devices
contained within this product are appropriately labeled according to the
requirements of the Center for Devices and Radiology Health.
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EXHIBIT "B"
SCHEDULE
SCHEDULED SERVICE DAYS: TO BE DETERMINED
DAYS OF SERVICES: TO BE DETERMINED
NAME AND LOCATION OF FACILITY: LOCATIONS TO BE DETERMINED
ADDITIONAL IMAGING TIME. Company shall use its reasonable best efforts to
provide additional imaging time as required by Client.
STAFFING. Company shall provide additional technologists as needed, based upon
volume of activity. If Company, at its sole discretion, extends the operating
hours of the Unit to provide additional imaging time, the staffing shall be
increased accordingly. The Unit will operate for a minimum of eight (8) hours
per contracted day, plus set-up time for the Unit. Company will train Client's
qualified nuclear medicine technologist to operate the Unit as is reasonable to
do so without interrupting daily PET exam schedules.
EXHIBIT "C"
SUPPORT SERVICES
Hospital's Public Relations Department
- Announcement Letter (Template)
- Community Outreach Support
- Clinical Efficacy Studies (Template) ICP Studies
- Assist in developing "Media Kit"
Imaging Administrator
- Obtain database of referring physicians
- Dinner symposium sponsored by Company, to educate client's
medical staff and referring physicians on PET's benefits and
indications by an expert PET guest speaker
- Assist in the delivery of referring physicians' invitations
Structure and Implement Physician and Technologist In-Service
- Hospital specific PET referring physicians (Template)
- Clinical direction and reimbursement
- Patient instructions brochure
Training of Client's Business Office Personnel in PET Billing Methodology, CPT
Codes, Reimbursement Data and Collection Procedure
- Expert consultation with billing, coding and submission
- Expert consultation on Medicare procedures and policy changes
- Expert over-read services at no cost for the first twenty (20)
scans to Client's interpreting physicians. Expert over-read
services beyond the first twenty (20) are $100 per case.
- One to two week tuition for radiologist training
- Licensing and Protocol Assistance for handling radio
pharmaceuticals
- Consultation on all hot lab modifications, including
shielding, delivery of dose, and modification to the existing
dose calibrator
- Consultation in regards to existing modification necessary for
RAM license
13
EXHIBIT "D"
SITE PLANNING GUIDE
48' TRAILER WITH COMPLETE HOT LAB AND STAGING AREA (see complete guide
attached hereto)
14
EXHIBIT "E"
SCHEDULE OF FEES
COMMERCIAL AND PRIVATE PAY PATIENTS
Fees: FEE FOR SERVICE SCHEDULE
ALL SCANS...................................$***** PER SCAN
*PRICES INCLUDE FDG
CLIENT SHALL BE RESPONSIBLE FOR ALL PROVIDER NOTIFICATION TO FEDERAL
REIMBURSEMENT PROGRAMS (HCFA) REGARDING DISCOUNTS MADE AVAILABLE TO CLIENT AS
REQUIRED BY APPLICABLE FEDERAL LAW. COMPANY SHALL COMPLY WITH ALL SELLER
NOTIFICATIONS REQUIRED FOR SUCH DISCOUNTS ON SERVICE INVOICES.
15
FIRST AMENDMENT
TO
POSITRON EMISSION TOMOGRAPHY
MOBILE SERVICES AGREEMENT
WHEREAS, MOBILE P.E.T. SYSTEMS, INC. ("Company") and SALEM HOSPITAL
("Client") (hereinafter referred to as the "Parties") have entered into an
Agreement dated __________________, 2000; and,
WHEREAS, the Parties agree to amend said Agreement, in part, pursuant
to Article XV.
THEREFORE, said Agreement shall be amended, in part, by this First
Amendment as follows:
SECTION 2.01 shall be amended and restated in its entirety and shall
read as follows:
LICENSES AND CERTIFICATION. Upon execution of this Agreement, Company
shall provide Client with a copy of all documents, approvals, licenses and
certifications required for Company to operate the Equipment described herein.
Company agrees to provide the services of a Radiation Safety Officer for state
licensing regulations.
SECTION 2.03 shall be amended and restated in its entirety and shall
read as follows:
SYSTEM. Company will provide Client, at Company's expense, with the use
of its System to provide Services to patients of Client, which System is
described on EXHIBIT "A", attached hereto and incorporated herein by this
reference. "System" refers to the PET system (also referred to as "the
Equipment") and includes housing the Equipment in a mobile environment
(hereinafter "the Vehicle"). With regard to the System, Company reserves the
right to modify final specifications or accept modifications imposed by the
Equipment or Vehicle manufacturer. Company shall provide to Client's facility, a
remote PET viewing workstation, as required by Company's Image Network Manager.
This workstation and software shall be provided, maintained and owned by
Company. Client is responsible for providing the proper hardware and security in
the hospital and network hookups.
SECTION 2.05 shall be amended and restated in its entirety and shall
read as follows:
STAFFING. Company shall provide Client, at Company's expense, with TWO
(2) qualified PET technologist and other non-medical qualified personnel
reasonably necessary to operate the System and perform the imaging procedures
including, per the State of Oregon regulations, receiving the FDG, patient
injection of radioisotope, patient staging, and scanning and exit surveys.
Staffing may increase or decrease in proportion to any changes in the schedule
set forth in EXHIBIT "B". Said staff shall be employees of Company and Company
is solely responsible for compensating said staff, including payment of benefits
and worker's compensation insurance. Company shall be fully
First Amendment
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responsible for the education and training of all employees in applicable
federal OSHA Bloodborne Pathogen Standards, hazardous materials and other
applicable required healthcare worker standards or regulations and agrees to
defend and hold harmless Client from any claims, costs or demands arising out of
Company's failure to provide such education and training to their employees.
SECTION 2.06 shall be amended and restated in its entirety and shall
read as follows:
PHYSICIAN TRAINING AND PROCTORING.
(a) Company shall provide initial training for up to TWO (2)
radiologists affiliated with Client's facility, such training to be arranged and
approved in advance by Company, at the PET Center of UCLA, with Client's
approval, which shall not be unreasonably withheld or delayed. Company agrees to
pay for the full amount of the tuition charge at the facility where the week of
training is conducted. The Medical Director/Reading Physician undergoing
training shall pay the costs of the travel, meals, and lodging associated with
the training. Company agrees to facilitate on-going proctoring of the physicians
trained hereunder throughout the term of the Agreement by qualified physicians
contracting with Company, if requested by Client. Any additional training costs
will be borne by Medical Director/Reading Physician.
(b) Company shall provide training to each facility's Radiation Safety
Officer, such training to be arranged and approved in advance by Company, at a
three (3) day training seminar in Sacramento, California. Company agrees to pay
for the full amount of the tuition charge at the facility where the training is
conducted. Client shall pay the costs of the travel, meals, and lodging
associated with the training. Any additional training costs will be borne by
Client.
SECTION 2.09 shall be amended and restated in its entirety and shall
read as follows:
MAINTENANCE AND SERVICE OF THE SYSTEM. Company shall, at its expense,
be responsible for all maintenance and service required to keep the System in
proper working order according to the Equipment and Vehicle manufacturer's
recommendations and any applicable service contract. Company shall provide a
service schedule to Client for routine maintenance of the system, which shall
occur during off-hours. Company shall use its best efforts to adhere to routine
maintenance based on manufacturer's ability to provide service. Said schedule
shall be provided to Client at least sixty (60) days in advance and may be
changed by either Client or Company upon fourteen (14) days prior written notice
to the other party. If the System is inoperable on a scheduled day of service to
Client, Company
First Amendment
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shall use its best efforts to provide immediate service and to
arrange a make-up day as the System's availability permits. If the System is
inoperable on a scheduled day of service to Client, Client's responsibility for
FDG and shipping charges, if applicable, will be waived for the time System is
inoperable for scanning.
SECTION 2.12 shall be amended and restated in its entirety and shall
read as follows:
ACCEPTANCE OF PATIENTS. Company agrees to accept all patients of Client
who are referred by physicians of Client, provided that such patients are
pre-certified for such services (except as provided herein). Company is
responsible for scheduling and pre-certifying all patients. Client shall provide
all related delivered requests for procedures, the Patient's History and
Profile, and any other required information as may reasonably be required to
provide the service. "Pre-certified" shall mean that (i) an independent
physician, or other approved licensed practitioner who has the approval from
their licensing body to order P.E.T. Scans, has ordered such services for the
patient, and (ii) Company has obtained preauthorization from the third party
payor responsible for payment for the PET scan or (iii), the patient has agreed
in writing to be personally responsible to Company for payment of all charges
associated with the PET scan. Client agrees to coordinate with Company's
centralized scheduling personnel, through a toll-free number, to review all
pre-certifications and scheduling services.
SECTION 3.03 shall be amended and restated in its entirety and shall
read as follows:
(d) STAFFING. Client shall, at its expense, provide all nursing
personnel and other non-physician personnel reasonably necessary to provide
patient care services not provided by Company's staff. Said staff shall be
available during imaging procedures. Said staff shall be employees of Client and
Client is solely responsible for compensating said staff, including payment of
benefits and worker's compensation insurance. Client shall provide the services
of all nuclear medicine technologists and other personnel who are to assist and
care for any patient of Client. All such personnel and medical staff shall be
within the client's facility when any patient of Client is receiving Services
hereunder. Client acknowledges that all medical services and items, including
the radioactive material injected into Client's patient(s) by Client's medical
personnel, are the responsibility of Client. If patient(s) urinate, defecate,
vomit or bleed while on-board the Vehicle, Client shall be responsible for
decontamination, cleanup, and disposal of contaminated materials including
radioactive material spills. Client shall provide all supplies, facilities,
personnel and physicians necessary to provide patients with any required
emergency care including oxygen, aspirator(s), and
First Amendment
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defibrillator(s) when deemed necessary, in accordance with all applicable laws,
rules and regulations applicable to Client.
SECTION 4.02 shall be amended and restated in full and shall read as
follows:
TERM. This Agreement shall begin at midnight on the Effective Date and
shall continue in full force and effect for an initial FIVE (5) year term. The
term shall be renewed for subsequent one-year terms at the mutual consent of
both parties, with written notice provided by either party not less than six (6)
months before the existing term expires.
SECTION 4.04 shall be amended and restated in part and shall read as
follows:
(c) Client shall have the option to terminate this Agreement, without
cause, with a one hundred eighty (180) day written notice to Company from
Client.
SECTION 4.05 shall be amended and restated in part and shall read as
follows:
(d) Company shall have the option to terminate this Agreement, without
cause, with a one hundred eight (180) day written notice to Client from Company.
ARTICLE IX EXCLUSIVITY shall be amended and restated in its entirety
and shall read as follows:
(a) During the term of this Agreement, all PET services provided at
Client's site shall be performed exclusively by Company. If Client utilizes
other PET services, Client shall reimburse Company for each PET study performed
a technical fee of $800.
(b) During the term of this Agreement, Company shall not pursue any
Agreement to provide PET services with any of Client's referring physicians.
EXHIBIT "A" shall be amended and restated in part and shall read as
follows:
If the General Electric system is not delivered with the 4.0 version
upgrade, the 4.0 upgrade will be added as soon as it is commercially available
at no charge to Client.
EXHIBIT "C" shall be amended and restated in part and shall read as
follows:
- Company will provide a regional marketing specialist located
in Portland, Oregon.
- Company will provide a billing and reimbursement specialist to
visit and train Client initially and on a quarterly basis, if
requested by Client in writing and approved by Company.
First Amendment
Page 5 of 5
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EXHIBIT "E" shall be amended and restated in its entirety and shall
read as follows:
COMMERCIAL AND PRIVATE PAY PATIENTS
Fees: FEE FOR SERVICE SCHEDULE
ALL SCANS...................................$****** PER SCAN
*Price includes FDG radioisotope
Should Client source FDG radioisotope other than by Company's
supplier, the technical charge shall be invoice to Client at
$***** per scan.
Client shall be responsible for all provider notification to federal
reimbursement programs (HCFA) regarding discounts made available to
Client as required by applicable federal law. Company shall comply with
all seller notifications required for such discounts on service
invoices.
All other terms and conditions of the Agreement shall continue in full
force and effect.
Executed this _________ day of __________________, 2000.
MOBILE P.E.T. SYSTEMS, INC.
a Delaware corporation
By:
--------------------------------
Title:
-----------------------------
SALEM HOSPITAL
Salem, Oregon
By:
--------------------------------
Title:
-----------------------------
SECOND AMENDMENT TO
POSITRON EMISSION TOMOGRAPHY
MOBILE SERVICES AGREEMENT
WHEREAS, MOBILE P.E.T. SYSTEMS, INC. ("Company") and SALEM HOSPITAL
("Client") (hereinafter referred to as the "Parties") have entered into an
Agreement dated __________________, 2000; and,
WHEREAS, the Parties agree to amend said Agreement, in part, pursuant
to Article XV.
THEREFORE, said Agreement shall be amended, in part, by this Second
Amendment as follows:
EXHIBIT "A" shall be amended and restated in its entirety and shall
read as follows:
EXHIBIT "A"
DESCRIPTION OF SYSTEM
1. SYSTEM DESCRIPTION
THE ECAT-REGISTERED TRADEMARK- EXACT-TM- IS A WHOLE-BODY POSITRON EMISSION
TOMOGRAPHY SYSTEM PROVIDING VOLUME MEASUREMENTS OF METABOLIC AND
PHYSIOLOGIC PROCESSES.
THE SYSTEM INCLUDES THE ECAT EXACT TOMOGRAPH, AN INTEGRATED WORKSTATION, 3D
ADVANCED COMPUTATIONAL SYSTEM (ACS II), AND THE PATIENT HANDLING SYSTEM.
THE TOMOGRAPH FIELD OF VIEW IS 16.2 CM (6.38 IN.) WITH 47 IMAGE PLANES.
SIMULTANEOUS ACQUISITION, IMAGE RECONSTRUCTION, PROCESSING, AND DATA
ANALYSIS CAN BE PERFORMED TO GENERATE HIGH PATIENT THROUGHPUT AND PROMPT
RESULTS.
2. DETECTOR ASSEMBLY
DETECTOR MATERIAL BISMUTH GERMANATE
CRYSTAL DIMENSION 6.75MM X 6.75MM X 20MM DEEP (0.27IN X 0.27IN X 0.79IN)
CRYSTAL PER DETECTOR BLOCK 64
PHOTOMULTIPLIER TUBES 4 PER BLOCK
DETECTOR RING DIAMETER 824MM (32.4 IN.)
NUMBER OF DETECTOR RINGS 24
TOTAL NUMBER OF DETECTORS 9,216
AXIAL FIELD OF VISION 162MM (6.38 IN.)
NUMBER OF CONTIGUOUS IMAGE PLANES 47
PLANE SPACING 3.375MM (0.133 IN.)
3. DATA ACQUISITION/PROCESSING
COINCIDENCE TIME RESOLUTION (6) NSEC
COINCIDENCE WINDOW 12 NSEC (PROMPT AND DELAYED WINDOW)
ACQUISITION MODES STATIC, DYNAMIC AND GATED (OPTION)
RECONSTRUCTION TIME 128 X 128 MATRIX 2D LESS THAN 2 MIN/FRAME (47 SLICES)*
3D LESS THAN 7 MIN/FRAME (47 SLICES)**
4D LESS THAN 10 MIN/FRAME (47 SLICES)***
RECONSTRUCTION FILTERS XXXXX-XXXXX, HANNING, HAMMING, PARZEN, RAMP,
BUTTERWORTH
Salem Hospital Second Amendment - Page 1 - August 17, 2000
* INCLUDES CORRECTIONS FOR NORMALIZATION, DEADTIME, ATTENUATION, SCATTER
AND DECAY.
** USING PROMIS RECONSTRUCTION AND INCLUDING CORRECTIONS FOR
NORMALIZATION, DEADTIME, ATTENUATION, AND DECAY.
*** INCLUDES 3h MODEL-BASED SCATTER CORRECTION.
4. PERFORMANCE SPECIFICATION
THE FOLLOWING REPRESENT AVERAGE PERFORMANCE VALUES MEASURED IN ACCORDANCE
WITH NEMA STANDARDS PUBLICATION NU-2 1994, PERFORMANCE MEASUREMENTS OF
POSITRON EMISSION TOMOGRAPHS. ACCEPTANCE SPECIFICATIONS MAY VARY.
PARAMETER 2D 3D
TRANSAXIAL RESOLUTION
FWHM AT 1 CM 6.0 MM 6.0 MM
FWHM AT 10 CM 6.7 MM 6.7 MM
AXIAL RESOLUTION
FWHM AT 0 CM 4.5 MM 4.6 MM
FWHM AT 10 CM 5.9 MM 6.5 MM
SENSITIVITY AT 350 KEV 180 KCPS/UCI/CC 780 KCPS/UCI/CC
UNIFORMITY LESS THAN 10% LESS THAN 10%
COUNTY RATE CORRECTION +/-5% UP TO 3.0UCI/CC +/-5% UP TO 0.5UCI/CC
(111 KBQ/CC) (18.5 KBQ/CC)
5. GANTRY/PATIENT BED
PATIENT PORT DIAMETER 562 MM (22.1IN.)
PATIENT COUCH PATIENT BED WITH FULL-BODY HORIZONTAL SCAN
RANGE OF 195 CM (76.8IN.) AND VERTICAL
TRAVEL FROM 57 MM (22IN.) TO 93 CM (37IN.).
LOW ATTENUATION HEAD HOLDER. MAXIMUM
PATIENT 158 KG (350LB.).
PATIENT ALIGNMENT NINE LASER LINES DEFINE FIELD OF VIEW FOR
PRECISE PATIENT POSITIONING.
TRANSMISSION SOURCE THREE RETRACTABLE, SELF-STORING ROD SOURCES.
SEPTA MOTORIZED RETRACTABLE SEPTA ENABLING 2D
OR 3D ACQUISITION.
GANTRY COOLING CHILLED WATER FOR MAXIMUM DETECTOR STABILITY
AND QUIET PATIENT ENVIRONMENT.
6. DATA MANAGEMENT
DATA STORAGE 2.0 GBYTE ACQUISITION DISK AND DAT DRIVE FOR
ARCHIVING SINOGRAM DATA.
ACQUISITION PROCESSOR 3D ACS II WITH SPARC-Registered Trademark-
CPU, FOUR 80 MFLOP ARRAY PROCESSORS AND 64
MBYTE REAL-TIME SORTER MEMORY.
OPERATOR'S CONSOLE INTEGRATED WORKSTATION WITH 1.0 GBYTE
INTERNAL DISK.
COMMUNICATIONS ETHERNET WITH TCP/IP PROTOCOLS.
VIDEO DISPLAY 41 CM (16IN.) 1152 X 900-PIXEL COLOR
DISPLAY.
PATIENT DATA STORAGE 2.6 GBYTE ERASABLE OPTICAL DISK.
LASER PRINTER BLACK AND WHITE, 600 DPI.
Salem Hospital Second Amendment - Page 2 - August 17, 2000
7. ELECTRICAL REQUIREMENTS
ELECTRICAL SERVICE 480 VAC//3 PHASE//85KVA FUSED AT 100 AMPS
ELECTRICAL CUSTOMER RECEPTACLE XXXXXXX XXXXX #DF2504FRAB
CONFIGURATION THREE PHASE, 5 WIRE, 3 PHASES, NEUTRAL
& 1 GROUND.
FREQUENCY 60 HZ
8. WORKSTATION
MOBILE PET SHALL INSTALL A P.E.T. WORKSTATION, MODEL MED-IMAGE WITH A
DELL PC, PENTIUM III, 600 MHZ, 19 INCH SONY TRINITRON FLATSCREEN
MONITOR, 30 GB HARD-DRIVE, 128 MB RAM, 24X CD ROM DRIVE, 250 MB ZIP
DRIVE, 56K MODEM WITH ETHERNET CARD.
All other terms and conditions of the Agreement and the First Amendment shall
continue in full force and effect.
Executed this day of , 2000.
--------- ------------------
MOBILE P.E.T. SYSTEMS, INC.
a Delaware corporation
By:
------------------------------------------------------------
Title:
---------------------------------------------------------
SALEM HOSPITAL
Salem, Oregon
By:
------------------------------------------------------------
Title:
---------------------------------------------------------
Salem Hospital Second Amendment - Page 3 - August 17, 2000
