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HomeMy WebLinkAboutCertificate Of Need Application For Expansion Of MRI Service Augusta Richmond GA DOCUMENT NAME: C,e.Xt\\\e,o.te, ~ \\e.cO 0W\\C,cxn()(l m- ~'(\X^\)S'o\l O~ {\(\e..\ S-ex\J\e..~ DOCUMENT TYPE: YEAR: C\n BOX NUMBER: Ol\ FILE NUMBER: \~~O NUMBER OF PAGES: cQ5P\ " ~ University Hospital An Affiliate of University Health March 13, 1998 Honorable Larry E. Sconyers Mayor of Augusta-Richmond County City-County Building, Room 806 530 Greene Street Augusta, Georgia 30901 Dear Mayor Sconyers: In compliance with the criteria contained in the Rules of the State Health Planning Agency, Chapter 272-2-01, enclosed please find a copy of an application for a Certificate of Need for Expansion of MRI Services with an Open MRI Unit. If you have any questions concerning this project, please do not hesitate to contact me. Sincerely, ~ Slo.de. Catherine p, Slade Assistant Vice President Planning CPS:ch Enclosure cc: State Health Planning Agency 1350 Walton Way Augusta. Georgia 30901-2629 706/722-9011 ... - .... - University Hospital Augusta, Georgia .... - '- - Certificate of Need Application for Expansion of MRI Service March 13, 1998 - - State of Georgia - - CERTIFICA TE-OF -NEED APPLICATION f TABLE OF CONTENTS SECTION Page # Section 1: Section 2: Section 3: Section 4: Section 5: General Project Description . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . 1 General Review Considerations, . . . . . . . . . . . . . . . . . . . , . , . . . . . . . . . . . . . 8 Addenda for Review Considerations . , . , . . . . . . . . . . . . , , . . . . . , . . . . . , . 35 Additional Supportive Information .....................,.......... 35 Letters of Support .....,...,.....,....,...........,.........",35 ADDENDA 11 Magnetic Resonance Imaging A TT ACHMENTS A. By-Laws, Articles ofIncorporation, and Authorization by the Secretary of State B. Organizational Chart C. Brochure of Proposed MRl Unit D. , Letter Evidencing Availability of Funds E, Audited Financial Statement F . Verification of Construction Costs G. Indigent Care Policy H. Transfer List 1. Affiliation Agreement with the Medical College of Georgia J. Evidence of Site Entitlement K. Site Plans, L. Schematic Drawings M. Curriculum Vitae for Jerry D. Allison, Ph.D. N, List of Current Referring Physicians '0. Price Quotation P. General Operation and Safety Policy Q. Ambulatory Surgery Indigent Care Survey R. Letters of Support ..... State of Georgia -. -- CERTIFICA TE-OF -NEED APPLICATION This application is divided into the following five sections: Section 1: General Project Description Page 1 This section requests general information about the project for which the Certificate-of-Need is sought. It also asks for information about the ownership and management of the health care facility. Section 2: General Review Considerations Page 4 This section requests the information necessary to evaluate the project's compliance with the general review considerations contained in Rule 272.2-.08. These considerations apply to all Certificate-of-Need applications. Section 3: Addenda for Review Considerations Page 3S The applicant should obtain a copy of the addendum or addenda which applies to the proj ect. This section requests the information necessary to evaluate the project's compliance with the review considerations for specific facilities and services contained in Rule 272-2-.09. A list of the addenda currently used by the planning agency is on page 14. Section 4: Additional Supportive Information Page 3S This section asks for any optional information the applicant would like to provide to support the need for the project. Section 5: Letters of Support Page 35 Include in this section any letters of support from members of the community in which the service or facility would be located. State Health Planning Agency Two Peachtree Street Room 34.262 Atlanta, Georgia 30303-3142 (404) 656-0655 (404) 656-0654 FAX State of Georgia: Certificate-of-Need Application University Hospital Page 2 -. - State of Georgia' - CERTIFI CA TE-O F -NEED APPLICA TION If/here is a line or box next to an item, please respond to the item or provide the requested information using the line or box. For all other items, use additional sheets which are clearly numbered to correspond to the particular item and attach them as addenda to the application. The planning agency will not begin the review process unless it has received and deemed complete all relevant surveys and questionnaires, including, but not limited to, annual service- specific questionnaires and the Annual Indigent Care Survey. SECTION 1: GENERAL PROJECT DESCRIPTION 1, Applicant: University Health Services. Inc. Address: 1350 Walton Way City, County, State, and Zip Code: Augusta. Richmond County. Georgia 30901 Contact Person: Catherine P. Slade. Assistant Vice President Telephone Number: 706/828-2485 If the applicant is not the legal owner and/or operator, also respond to Items 7 and 8 on page 3. 2. Please provide the following information if it differs from the above. Facility: University Hospital Address: 1350 Walton Way City, County, and Zip Code: Augusta. Richmond County. Georgia 30901 3. (A) Provide the project's estimated cost. $1.231.567 (See item 15A on page 16 and Item 15B on page 17.) (B) Indicate the amount of the filing fee enclosed. $1.222 State of Georgia: Certificate-of-Need Application Universicy Hospital Page 1 - - (C) Provide a brief description of the project. Each box should contain only one letter. - - 4, Please indicate which of the following categories apply to this project. Check all appropriate boxes. New Facility X Renovation of Existing Facility _ Expansion of Existing Facility _ Replacement of Existing Facility Initiation of New Service Change in Capacity ]L Acquisition of Diagnostic, Therapeutic, or Imaging Equipment 5. Please indicate what kind of HEAL TH CARE FACILITY this project involves. Check all boxes that apply, l Hospital, Inpatient X General Hospital Specialty Hospital _ Geriatric Hospital _ Pediatric Hospital _ Psychiatric and/or Substance Abuse Hospital Acute Care Extended Care Comprehensive Rehabilitation Hospital Outpatient Facility _ Ambulatory Surgery Center, Freestanding _ General, Multispecialty _ General, Limited-purpose _ Physician-owned, Limited-purpose _ Ambulatory Surgery Program Within Hospital _ Freestanding Birthing Center State of Georgia: Cenificate-of-Need Application University Hospital Page 2 . _ Diagnostic, Treatment, or Rehabilitation Facility .- - _ Home Health Agency _ Nursing Facility Skilled and/or Intermediate Care Facility _ Freestanding Within Hospital Within Retirement Community Within Continuing Care Retirement Community (Sheltered Beds) Skilled Rehabilitation Facility _ State Nursing Facility _ Health Care Related Residential Facility Personal Care Home Facility for Traumatic Brain Injury Residential Treatment and Rehabilitation 6. Please indicate whether any of the following SERVICES are included in this project. Check all appropriate boxes. X Magnetic Resonance Imaging (MRI) Obstetrics _ Positron Emission Tomography (PET) _ Radiation Therapy _ Recovery Care _ Specialized Cardiovascular Adult Cardiac Catheterization _ Adult Open-Heart Surgery _ Pediatric Cardiac Catheterization _ Pediatric Cardiac Surgery _ Swing Beds 7. Check the appropriate box to indicate the type of 0 WNERSHIP. If none of these categories apply, please explain. If the legal owner is different from the applicant, also identify the legal owner and all individuals or entities who own lO percent interest or more in the facility. Include complete names, addresses, and telephone numbers. State of Georgia: Certificate-of-Need Application University Hospital Page 3 - - Response: The legal owner of University Hospital is Richmond County Hospital Authority. - - Tmc Exempt X Public - - ]L Hospital Authority Local Government State Government Corporate Tax Paying Corporate Partnership Individual Ownership 8, If the facility will be operated by an entity other than the applicant or the legal owner, identify the OPERATOR and include the complete name, address, and telephone number. Also check the appropriate box to indicate the type of operating entity. If none of these apply, please explain. Response: The operator of the hospital is University Health Services, Inc. Tax Exempt Public Hospital Authority Local Government State Government ..x... Private Tax Exempt Tax Paying _ Corporate _ Partnership _ Individual Ownership State of Georgia: Certificate-of-Need Application University Hospital Page 4 - - 9. (A) Please provide a copy of the most recent by-laws and articles of incorporation for the legal applicant. Provide evidence of the business entity's authorization from the Secretary of State to conduct business in Georgia. .- - Response: Copies of the By-Laws, the Articles of Incorporation, and Authorization from the Secretary of State for University Health Services, Inc. are provided as Attachment A. (B) Describe the existing or proposed organization and provide a copy of the organizational chart. Explain the corporate structure and the manner in which all entities relate to the applicant. Response: University Hospital is owned by the Richmond County Hospital Authority and leased under a 40-year lease agreement to University Health Services, Inc., which operates University Hospital. The Richmond County Hospital Authority is represented on all corporate poards of University Health Services, Inc. The organizational chart for University Health Services, Inc. is provided in Attachment B. State of Georgia: Certificate-of-Need Application University Hospital Page 5 10. Individual designated to act on behalf of the owner and applicant: Name: Catherine P. Slade Title: Assistant Vice President Address: University HospitaL 1350 Walton Way City, State, and Zip Code: Augusta. Georgia 30901 Telephone Number: 706/828-2485 II. The applicant hereby certifies that the foregoing statements and all addenda or attachments her are correct to the best of his or her knowledge and belief: Donald C. Bray, President/CEO Typed or Printed Name and Title February 5, 1998 Date State of Georgia: Certificate-of-Need Application University Hospital Page 6 - - .- - \ \ \ \ Project Summary University Hospital is part of the University Health integrated delivery system. This system provides a comprehensive range of healthcare services to the residents of the Central Savannah River Area (CSRA), which consists primarily of Richmond County and 13 surrounding counties, including Aiken County, South Carolina. The key components of the University Health delivery system include University Hospital, a 640-bed regional tertiary center located in Augusta; University Health Link, a physician-hospital organization with 75,000 lives covered under managed care contracts; University Extended Care, the owner and operator of two nursing homes (Kentwood and Westwood); a home health agency; five satellite outpatient centers in Georgia and South Carolina; four on-campus professional office buildings; and a fitness and wellness center. The facilities and programs are operated through University Health Services, Inc. (OOS) and its subsidiary and sister corporations and joint ventures. The University network is present in a large geographic area surrounding Augusta, through affiliation agreements between UHS and eight rural hospitals. UHS's affiliation agreement with the Medical College of Georgia ensures training and medical education for about 24 medical residents annually in an inpatient setting and in the hospital's 26 primary care and specialty clinics located in the ambulatory care wing. In 1996, there were 21,683 admissions and 297,683 outpatient visits at University Hospital. The proposed project is to add a second Magnetic Resonance Imaging (MRl) unit to University Hospital at a projected cost of$I,231 ,567. The first MRl unit was purchased in 1985, Since that time, magnetic resonance imaging technology has dramatically improved. As the capabilities of MRI have increased over time, technology has allowed for a change in the design of these units, namely open MRls. There are many benefits associated with an open MRl, including access to the patient from all four sides, the ability to scan while the patient is still connected to ancillary MRI-compatiblemonitoring equipment, and perhaps most important from the patient's perspective-relief from the small, restricting space of a traditional MRl. Open MRIs allow treatment for those patients who previously could not be accommodated by the traditional MRl, whether it was due to claustrophobia or obesity. Accompanying the enhanced technology of this imaging process, has been increased utilization. University Hospital has witnessed a dramatic increase in the number of MRI procedures performed, Since 1991, the number of procedures to date has increased by nearly 55 percent. Currently, with an expected volume of 4,584 procedures by the end of 1997, University Hospital is at 95 percent capacity. This limits scheduling flexibility and fails to allow for future growth. The approval of a second MRl unit would expand University Hospital's capacity to provide MRl servIces. " The second MRI unit will be located in the outpatient imaging center, which is on the first floor of the professional office building adjacent to the hospital. The project involves renovation of 815 square feet of space, It is estimated the associated project costs will total $1,221,567, excluding consulting fees. A brochure of the proposed open MRI unit is provided as Attachment C. State of Georgia: Certificate-of-Need Application University Hospital Page 7 .-. - SECTION 2: GENERAL REVIEW CONSIDERATIONS - All Certificate-of-Need applications are evaluated to determine their compliance with the review considerations contained in Rule 272-2-.08. Please document how the proposed project conforms with the following provisions of this rule. 12. Rule 272-2-.08(1)(b)1: The proposed new institutional health services are reasonably consistent with the relevant general goals and objectives of the State Health Plan. Response: This proposal is for the addition of a second MRI unit for University Hospital. The second unit will be an open MRI, allowing for the treatment of certain patients who are too claustrophobic or obese for a traditional MRI. The second unit will also be used to provide routine MRI procedures. This proposed addition will provide diagnostic magnetic resonance imaging services to the local community without creating an adverse impact on existing providers. As stated in the Component Plan for Magnetic Resonance Imaging, the overall goal of the State Health Plan is that "quality, cost-effective magnetic resonance imaging services shall be available and accessible to those persons who need them, regardless of their ability to pay. " In conjunction with this goal, University Health Services, Inc. provides inpatient and outpatient care to all persons of every creed, nationality, color, and ability to pay. University Hospital serves a high proportion of Medicare and Medicaid patients and persons who are unable to pay for care, The hospital has in the past, and will continue to provide, significant service and commitment in caring for its patients, regardless of their ability to pay, Additionally, the following objective of the State Health Plan is outlined within the Component Plan: Annual revision of State policies and specific criteria and standards for MRI to be consistent with technological developments and clinical findings, and the principle of preventing unnecessary costly duplication of services. University Hospital has been visionary in its plans to serve its community as evidenced by its mission, which follows. "To provide healthcare services which help the citizens of our communities achieve and maintain optimal health. The vision of University Hospital is to set the standard of quality as a comprehensive healthcare network. We will achieve improved health status, exceptional clinical outcomes, customer satisfaction, and value. In partnership with our medical staff, employees, volunteers, patients, and other community providers, we will build a continuum of care which includes health promotion, illness prevention, primary, tertiary, and after-care services." In conjunction with its mission, the addition of a second MRI unit will enhance the accessibility and availability of cost-effective, efficient, and high-quality magnetic resonance imaging State of Georgia: Cenificate-of-Need Application University Hospital Page 8 - - - - services to the community served by University Hospital. In fact, the addition of an open MRI will improve access to magnetic resonance imaging services to a population which can not be served by a traditional MRI, namely the claustrophobic and obese. This coincides with the goal and objective of the State Health Plan as addressed in the Component Plan for Magnetic Resonance Imaging. 13. Rule 272-2-.08(1)(b)2: The population residing in the area served, or to be served, by the new institutional health service has need for such services. In this section, the applicant must use the same need methodology contained within the State Health Plan and any Certificate-of-Needrules specific to certain services or facilities. The applicant must also use population projections from the Office of Planning and Budget. Alternative need methodologies and population projections may be included in Section Four: Additional Supportive Information, if presented. Include maps which clearly define both the primary and secondary service areas. Response: University Hospital currently provides MRI services. This proposal involves the acquisition of a second MRI unit to accommodate its current and projected case load. There is no specified need methodology for a new or expanded MRI service or a defined primary service area in either the State of Georgia's Component Plan for Magnetic Resonance Imaging or in the specific standards pertaining to MRI. However, in accordance with Rule 272-2- ,08(2)(b )3, which stipulates a five-year planning horizon for hospital services, the horizon year will be defined as the year 2002. This was used in conjunction with patient origin data from University Hospital and population projections from the Office of Planning and Budget to establish the following primary service area. Service Area and Demographic Profile University Hospital serves as a referral center for a large geographic area. This is evidenced by the fact University Hospital reported serving patients from 105 Georgia counties in 1996. Due to the close proximity of Augusta to the Georgia state border, a significant number of patients originate from South Carolina. The primary service area for University Hospital includes Richmond and Columbia counties in Georgia as well as Aiken County in South Carolina. These three counties account for nearly 75 percent of admissions. The secondary service area consists of 11 counties. All other counties served represent the tertiary service area. A map of the primary and secondary service areas is provided on page 11. Primary Service Area (PSA) Columbia County Richmond County Aiken County, S.C. State of Georgia: Cenificate-of-Need Application University Hospital Page 9 Secondarv Service Area (SSA) Burke County Emanuel County Glascock County Jefferson County Jenkins County Lincoln County McDuffie County Screven County Taliaferro County Warren County Wilkes County State of Georgia: Certificate-of-Need Application University Hospital Page 10 - - - - .- - .- - . . c::r-o ""<! \C = _ \C_. ,.I 0\ < Q ~ "' = "' ;;: = ... -. -<- ""<! _.""<! ~ = >~ ..."'Cl "' _. ~ - ~ ~: Q c:.; ... c:: ... ... C> n == ,;......::/",."'''' . . The entire service area consists of approximately 542,000 people and is projected to grow to over 571,000 by the year 2002, an increase of 5.4 percent. The population in University Hospital's service area is generally older than that of the state of Georgia. Approximately 10.6 percent of the 1997 service area population is over 65 years of age, as compared to only 9.5 percent for the state of Georgia. This trend is expected to continue in 2002. Population estimates for each of the counties in the service area are provided in Figure 1 . - Figure I SERVICE AREA POPULATION PROFILE .... 1997 2002 Percent Change 65+ 65+ " in Total County, " ' '" Total 'l.loPulation Percent "" Total"" " Population Percent , ,Population , Population 65+ of Total Population 65+ of Total Primary Service Area: Columbia 82,360 5,089 6.2% 92,394 6,348 6.9% 12.2% Richmond 194,895 18,935 9.7% 206,059 19,878 9.6% 5.7% Aiken. S.C. (a) 133.962 .lQ.2.QQ 12.7% 139.159 17.945 12.9% 3.9% TOTAL PSA 411,217 40,984 10.0% 437,612 44,171 10.1% 6.4% . Seconqary Service Area: Burke 20,648 1,970 9.5% 20,909 1,890 9.0% 1.3% Emanuel 21,137 2,714 12.8% 21,814 2,732 12.5% 3.2% Glas.cock 2,329 307 13.2% 2,391 310 13.0% 2.7% Jefferson 17,228 2,201 12.8% 17,439 2,144 12.3% 1.2% Jenkins 7,988 1,075 13.5% 7,904 1,056 13.4% -l.l% Lincoln 7,734 1,148 14.8% 7,941 1,213 15,3% 2.7% McDuffie 21,885 2,429 11.1% 23,127 2,569 11.1% 5.7% Screven 13,402 1,821 13.6% 13,273 1,762 13.3% -1.0% Taliaferro 1,918 317 16.5% 1,928 292 15.1% 0.5% Warren 6,334 893 14.1% 6,601 880 13.3% 4.2% Wilkes lMM 1.726 16.2% 10.838 1.725 15.9% 1.5% TOTAL SSA 131,277 16,601 12.6% 134,165 16,573 12.4% 2.2% TOTAL SERVICE AREA 542,494 57,585 10.6% 571,777 60,744 10.6% 5.4% Georgia 7,151,162 679,432 9.5% 7,714,788 743,221 9.6% 7.9% Source: Georgia Office of Planning and Budget, March, 1992. (a) Source: Claritas, Inc, 1997. Historical Utilization University Hospital has witnessed a growth of nearly 53 percent since 1991 in the number of MRl procedures annualized for 1997 (based upon 8 months of data). In accordance with Rule 272-2-.09(3)(a)2, an MRl procedure is defined as "each discrete MRl study of one patient." Based upon this definition, Figure 2 outlines the yearly MRl volumes and growth for this facility. State of Georgia: Cenificate-of-Need Application University Hospital Page 12 - - Figure 2 MRI VOLUME 1991-1997 (ANNUALIZED) .- .. Number ofMRI Year Procedures Yearly Growth 1991 3,002 - 1992 3,163 5.36% 1993 3,355 6.07% 1994 3,967 18.24% 1995 4,097 3.28% 1996 4,185 2.15% 1997 (annualized) 4,584 9.53% Source: 1991-1996 Annual Hospital Questionnaires ..... University Hospital has extended its hours of operation to accommodate its growing caseload. Currently, University Hospital schedules scanning hours to be from 7 a.m. to 9 p.m. Monday through Friday and from 7 a.m. to 3 p.m. on Saturdays, The average exam time is 45 minutes, thereby allowing for a maximum daily exam volume of 18, or 4,680 annually during the week and 10, or 416 annually on the weekends. This leads to a yearly total of 5,096 possible exams. Holidays and downtime are estimated to reduce the yearly total by 270, leading to a yearly maximum capacity of 4,826 exams. Figure 3 shows the utilization based on capacity of 4,826 exams for the single MRI unit at University Hospital. Figure 3 MRI YEARLY CAPACITY FOR UNIVERSITY HOSPITAL ... "'. . . ':Number of MRi)',::/{P"~~~ent of , ':::'>Procedures' "','. Capacity* 1991 3,002 62.20% 1992 3,163 65.54% 1993 3,355 69,52% 1994 3,967 82.20% 1995 4,097 84,89% 1996 4,185 86.72% 1997 (annualized) 4,584 94.98% *Note: Capacity is based on 4,826 annual procedures and assumes a 6 day week and extended hours. State of Georgia: Certificate-of-Need Application University Hospital Page 13 - - . As evidenced by this data, University Hospital is currently at 95 percent of capacity with a single MRl unit. This is based upon annualized data for 1997, so this percentage of capacity could increase with a higher-than-projectedgro\vth for the remainder of the year. Clearly, University Hospital has witnessed significant growth over the past several years and the following section addresses the projected continuation of this trend. Projected Utilization - Based upon the historical utilization of MRl services at University Hospital, the projections outlined in Figure 4 were derived. The projections are based upon the average yearly growth of 7.5 percent which has been witnessed by University for the time period of 1991 to 1997. Figure 4 MRI SERVICE PROJECTIONS 1998-2000 ... Number of Procedures Percent of Capacity " ' , , Estimated ~ , Growth 1998" ' ",1999' 2000 1998 1999 2000 7.5 percent 4,928 5,297 5,695 102.1 % 109.8% 118.0% Based upon these projections, it is evident that even with a fairly conservative estimate of 7.5 percent growth, the number ofMRI procedures will exceed current capacity by next year. Furthermore, University will exceed capacity by 118 percent by the year 2000, based upon this estimate. Clearly, University Hospital is in need of an additional MRI unit. 14. Rule 272-2-.08(1)(b )3: Existing alternatives for providing services in the service area the same as the new institutional health service proposed are neither currently available, implemented, similarly utilized, nor capable of providing a less costly alternative, or no Certificate-of-Need to provide such alternative services has been issued by the planning agency and is currently valid. Identify existing health care facilities and services, or those approved for development, ~n the service or planning area. Describe how the proposed project will enhance service delivery in the service or planning area. Response: There are a total of 5 hospital-based, approved MRI units which serve University Hospital's primary service area. A listing of these facilities and the number of procedures reported for 1996 is located in Figure 5. In addition to these 5 MRI units, there are 2 MRI units located in Aiken County, as reported by the South Carolina Department of Health and Environmental Control. Aiken Medical Imaging and Southern Neurologic Institute are the 2 providers of MRI services in Aiken County, South Carolina. State of Georgia: Certificate-of-Need Application University Hospital Page 14 . Figure 5 1996 MRI INVENTORY FOR THE SERVICE AREA OF UNIVERSITY HOSPITAL . Number of 1996 Total Approved Type of Number of MRI Percent of Facility Name County MRI Units Service Procedures Total University Hospital Richmond I Fixed 4,\ 85 39.0% Medical College of Georgia Richmond 2 Fixed 4,643 43.3% Augusta Regional Medical Center Richmond I Mobile \,055 9.8% St. Joseph Hospital (Augusta) Richmond I Mobile 848 7.9% Total 5 10,731 100.0% Source: State of Georgia 1996 Annual Hospital Questionnaires .- .- -- University Hospital is the second largest provider of MRl services within its community. As demonstrated in response to Question 13, the population of this service area is projected to increase by 5.4 percent by the year 2002. With this projected increase in population, and the current utilization of MRl services at University Hospital, there is no threat of adverse impact upon existing providers. Furthermore, University Hospital requires additional capacity to accommodate its growing patient caseload. State of Georgia: Certificate-of-Need Application University Hospital Page 15 - - . 15. Rule 272-2-.08(1)(b) The project can be adequately financed and is, in the immediate and long-term, financially feasible. Financial Program (A) Provide project cost estimates for the following categories: Costs Applicable to Filing Fee (1) Construction and Renovation Costs 815 square feet @ $299,10 per square foot (2) Contingency (3) Fixed Equipment (not included in construction contract) (4) Moveable Equipment (5) Architectural and Engineering Fees (6) Legal and Administrative Fees (7) Interim Financing (interest during construction) (8) Underwriting Costs (9) Other (please specify) Subtotal: Costs Excluded from Filing Fee (10) Acquisition of Site (11) Preparation of Site (12) Development and Preparation of C-O-N Application (13) Escrow for Debt Service Subtotal: Total Estimated Project Cost* -This amount should agree with the amount shown in item 3A. State of Georgia: Certificate-of-Need Application University Hospital $243,770 $24,377 $940,420 $13,000 $1,221,567 $10,000 $1 ,231 ,567 Page 16 - ... (B) Indicate the anticipated sources of funds for the proposed capital expenditure, if any. Provide documentation indicating the current availability of grants, private contributions, and unrestricted reserves, if any. (1) Revenue Certificates (2) General Obligation Bonds (3) Commercial Loans ( 4) Government Loans (5) Grants (6) Private Contributions (7) Public Campaign (8) Unrestricted Reserves on Hand $1,231,567 (9) Other (please specify) Total Estimated Project Cost* $1,231,567 - -- - 'This amount should agree with the amount shown in item JA. (C) Provide a contingency letter of commitment from a bank or other reputable lending institution(s) indicating its interest in financing the project if a Certificate-of-Need is issued to the applicant. The letter must state the anticipated terms, including the interest rate and the duration of the financial obligation. Also include amortization schedules. Response: University Hospital will fund this project through unrestricted reserves on hand. A letter evidencing availability of funds is located in Attachment D. (D) Provide the estimated date for the opening of the facility or, if the application involves anything other than a new facility, please provide the date for the project's completion. Response: The estimated date of completion for this project is 6 months upon approval. (E) Provide pro forma income and expense projections for the first two years of operation following the anticipated completion of the project. Identify all the assumptions used to develop the pro forma statement. Indicate the period covered for the first and second years. In (1) below, if beds are not involved, state the maximum number of procedures possible given the size of the physical plant and the normal time constraints. Response: The proforma financial projections for the open MRI unit are shown on the following page. It is estimated that the new MRI unit will perform 1,523 procedures in the first year of operation and 2,500 procedures in the second year. The assumptions are located on page XX. A proforma for the entire hospital showing the impact of purchasing the MRI equipment is shown on page XX. State of Georgia: Certificate-of-Need Application University Hospital Page 17 - - OPEN MRI UNIT - 2 YEAR PROFOR1VIA FIRST YEAR SECOND YEAR - Period Covered End ing 12/3 1/99 Ending 1'2/31/00 ... (I) Number of Inpatient Beds or Capacity of Procedures (MRI) __-L,52)_ __~.500_ ('2) Projected Percent Occupied or Utilized (3 ) Revenues (a) Inpatient Revenues $200,808 $329,625 (b) Outpatient Revenues $1,137,909 $1.867,875 Subtotal, Patient Revenues $1,338,717 $'2. I 97,500 (c) Other Revenues $0 $0- Subtotal, Gross Revenues $1,338,717 $2, I 97,500 (4) Deductions from Revenues (a) Indigent and Charity Care $40, I 62 $65,925 (b) Hill-Burton $0 $0 (c) Bad Debt $58,904 $96,690 (d) Contractual Adjustments Medicare $143,618 $235,748 Medicaid $33,669 $55,267 Other - Commercial $326,072 $535,245 (e) Other Free Care Subtotal, Deductions $602,423 $988,875 (5) Net Revenues $736,294 $1,208,625 (6) Direct Expenses (a) Salaries and Benefits $204,669 $335,964 (b) Supplies $21,673 $35,577 (c) Other (Lease & Contingency) $27,998 $45,203 (d) Maintenance Contract $0 $85,000 Subtotal, Direct Expenses $254,340 $501,744 (7) Indirect Expenses (a) Depreciation $108,099 $216,199 (b) Amortization $0 $0 (c) Interest $106,834 $106,834 (d) Other $19,798 $40,923 Subtotal, Indirect Expenses $234,731 $363,956 (8) Total Expenses $489,071 $865,700 (9) Income or (Loss) $247,223 $342,925 (10) Income Taxes $0 $0 (11 ) Net Income or (Loss) $247 ,223 $342,925 (12) Gross Patient Revenue by Source (a) Government Medicare $321,292 $527,400 Medicaid $66,936 $109,875 Other Government Subtotal, Government $388,228 $637,275 (b) Nongovernment Third Party Payors $883,553 $1,450,350 Self-pay $26,774 $43,950 Other nongovernment $40,162 $65,925 Subtotal, Nongovernment $950,489 $1,560,225 Total, All Sources* $1,338,717 $2,197,500 . ,It/ust equal "Subtotal. Patient Revenues" on page 6. State of Georgia: Certificate-of-Need Application University Hospital Page 18 a .. UNIVERSITY HOSPITAL 2-YEAR PROFORMA - FIRST YEAR SECOND YEAR .. Period Covered Ending 12/31/99 Ending 12/31/00 (1) Number of Inpatient Beds or Capacity of Procedures 640 640 (2) Projected Percent Occupied or Utilized 52.7% 52.7% (3) Revenues -- (a) Inpatient Revenues $256,751,688 $256,822,689 (b) Outpatient Revenues $129,706,733 $130,109,073 Subtotal, Patient Revenues $386,458,421 $386,931,762 (c) Other Revenues $19,544,891 $19,544,891 Subtotal, Gross Revenues $406,003,312 $406,476,653 (4) Deductions from Revenues (a) Indigent and Charity Care $30,405,800 $30,451,376 (b) Hill-Burton $0 $0 (c) Bad Debt $16,392,310 $16,417,055 (d) Contractual Adjustments Medicare $83,002,976 $83,111,693 Medicaid $23,343,615 $23,377,581 Other (e) Other Free Care Subtotal, Deductions $153,144,701 $153,357,705 (5) Net Revenues $252,858,611 $253,118,948 (6) Direct Expenses (a) Salaries and Benefits $137,252,325 $137,319,664 (b) Supplies $45,993,965 $46,001,628 (c) Other (Lease & Contingenc $30,361,771 $30,430,846 Subtotal, Direct Expenses $213,608,061 $213,752,138 (7) Indirect Expenses (a) Depreciation $20,298,574 $20,298,574 (b) Amortization $579,164 $579,164 (c) Interest $311,907 $311,907 (d) Other $0 $0 Subtotal, Indirect Expenses $21,189,645 $21,189,645 (8) Total Expenses $234,797,706 $234,941,783 (9) Income or (Loss) $18,060,905 $18,177,165 (10) Income Taxes $0 $0 (II) Net Income or (Loss) $18,060,905 $18,177,165 (12) Gross Patient Revenue by Source (a) Government Medicare $181,635,458 $181,857,928 Medicaid $46,885,883 $46,934,977 Other Government Subtotal, Government $228,521,341 $228,792,905 (b) Nongovernment Third Party Payors $115,937,526 $116,079,529 Self-pay $11,593,753 $11,607,953 Other nongovernment $30,405,800 $30,451,376 Subtotal, Nongovernment $157,937,079 $158,138,857 Total, All Sources* $386,458,420 $386,931,762 . ,Hust equul "Subtotul, Putient Revenue,," on page 6, State of Georgia: Certificate-of-Need Application University Hospital Page 19 - - FINANCIAL ASSUMPTIONS - OPEN MRl UNIT . Utilization ..- 1998 1999 Inpatient scans 228 375 Outpatient scans 1.295 2.125 Total 1,523 2,500 . Expenses Expenses have been based on historical experience. · Salaries are based on historical experience for University Hospital. Expenses for the additional MRI are based on an allocated percentage of the existing staff between the two units. · Fringe benefits have been added at 38,0 percent of salaries. . Supply expenses are estimated at $14,23 per scan. · Other direct expenses include a maintenance contract of $85,000 per year, beginning in Year 2, and the lease expense. · Interest expenses are based on a rate of 8.0 percent. University Hospital is funding this project through restricted reserves on hand. An 8.0 percent cost of capital has been included in the projections to represent an internal rate associated with the use of the funds. · Equipment costs are depreciated for 5 years and renovation costs are depreciated for 10 years. . Payor Mix Payor mix, which is based on historical information, remains constant in both years at: Medicare Medicaid Commercial Managed Care Self Pay/Indigent Total 24,0% 5.0% 23.0% 43.0% 5.0% 100.0% State of Georgia: Certificate-of-Need Application University Hospital Page 20 . . Revenues . Charges are based on the historical experience of University Hospital. Revenues are based on a charge of$879 per scan, Charges will be held constant in Year I and Year 2. - - . Deductions from Gross Revenue · Contractual allowances represent the difference between customary charges and the amount reimbursed under third-party programs, primarily Medicare and Medicaid. · Bad Debt expense is estimated on historical experience at 4.4 percent of gross revenues and includes deductions for self-pay and uncollectible third party payor revenues. FINANCIAL ASSUMPTIONS - UNIVERSITY HOSPITAL This hospital-wide proforma is based on a budget adj usted for incremental revenue and expenses associated with this project. (F) Provide details ofthe institution's total existing indebtedness. Include pro forma debt service schedules. Response: The audited finaneial statements located in Attachment E provide information regarding existing debt. There is no debt associated with the purchase of a second MRI unit. (G) Provide the facility's most recent financial audit. Response: A copy of the most recent audited financial statement is provided in Attachment E. 16. Rule 272-2-.08(l)(b)5: The effects of the new institutional health service on payors for health services, including governmental payors, are not unreasonable. Provide data to show the trend in charges under the facility's existing operations. For proposed new facilities or services, provide data to show the trend in charges at other , facilities which are owned and/or operated by the applicant, if applicable. Response: The average charge per MRI case has decreased from $978 in 1995 to $924 in 1997. The trend in charges in shown in Figure 6. State of Georgia: Cenificate-of-Need Application University Hospital Page 21 . Figure 6 MRI CHARGES 1995 - 1997 . 1995 1996 1997 Total MRl Charges $3,879,454 $3,641,152 $4,050,676 Number of MRl Cases 3,967 3,911 4,385 A verage Charge per Case $978 $931 $924 - - 17. Rule 272-2-.08(1)(b )6: The costs and methods of a proposed construction project, including the costs and methods of energy provision and conservation, are reasonable and adequate for quality health care. Response: The second MRl unit will be located in the outpatient imaging center, which is on the first floor of the professional office building adjacent to the hospital. The project involves renovation of 815 square feet of space. It is estimated the associated project costs will total $1,221,567, excluding consulting fees. This amount does include $243,770 in renovation costs, $13,000 in AlE fees, and $24,377 in continency costs, which total $281,147 or $344.97 per square foot. It is believed these costs are reasonable and adequate for quality health care. These project costs are verified in the letter from the architect, which is included in Attachment F. 18. Rule 272-2-.08(1)(b)7: The new institutional health service proposed is reasonably financially and physically accessible to the residents of the proposed service area and the applicant assures there will be no discrimination by virtue of race, age, sex, handicap, color, creed, or ethnic affiliation. The planning agency evaluates the extent to which each applicant provides a reasonable share of the total community burden of health care services for those unable to pay. Please address each of the following review considerations concerning financial accessibility. Response: University Health Services, Inc. provides inpatient and outpatient care to all persons of every creed, nationality, color, and ability to pay. The hospital is physically accessible to the handicapped. University Hospital is designated as a disproportionate share provider by HCF A for Medicare purposes and the Georgia Department of Medical Assistance (Medicaid). The following profiles the hospital's participation in the Medicare and Medicaid programs and the level of indigent care provided. State of Georgia: Certificate-of-Need Application University Hospital Page 22 . .- - Net Indigent Care Medicare Days Medicaid Days Dollar Amount as Percent of as Percent of and Percent of Total Days Total Days Adjusted Revenue University Hospital 44.9% 8.8% $13,722,921 5.0% Source: 1996 Annual Hospital Questionnaire and Hospital Indigent Care Survey (A) Administrative policies and directives related to the acceptance of financially indigent, medically indigent, Medicaid and Medicare patients for necessary treatment. Response: University Hospital participates in both the Medicare and Medicaid programs. University Hospital admits Richmond County indigent patients on a guaranteed basis and has a formal indigent care policy. A copy of the policy is provided as part of Attachment G. (B) Policies relating medical staff privileges to a reasonable acceptance of emergency referrals of Medicaid patients and aU other patients who are unable to pay aU or a portion of their health care costs. Response: University Hospital's medical staff bylaws state that as a condition for active membership, all physicians must provide emergency care and consultation for any patient admitted to the hospital. (C) Evidence of specific informational efforts toward patients regarding arrangements for satisfying their charges. Response: University Hospital employs personnel to assist patients in making arrangements to satisfy their financial obligations. Patients who cannot afford to pay for services are eligible for assistance. (D) Documented records of funds received from the county, city, philanthropic agencies, donations, and any other source of funds other than from direct operations. Response: University Hospital has a contract with Richmond County which provides payment for some indigent care provided by the hospital. The hospital received $2,219,809 from Richmond County in 1996 and $82,921 from the State for participation in several state funded health programs. (E) The applicant's commitment to participate in, the Medicare and Medicaid programs, the applicant's commitment to providing emergency care regardless of ability to pay, and the applicant's commitment to providing charity care. State of Georgia: Certificate-of-Need Application University Hospital Page 23 . Response: University Hospital participates in the Medicare and Medicaid programs. Patient days associated with both programs are shown in the table on page 23, as is the level of indigent care provided. - - - (F) Documented records of care provided to patients unable to pay, Medicare and Medicaid adjustments, Hill-Burton payments, other indigent care, and other itemized deductions from revenue, including bad debt. These records should deinonstra te that the levels of care provided correspond to a reasonable proportion of those persons who are medically indigent and those who are eligible for Medicare or Medicaid within the service area. Response: University Hospital serves a high proportion of Medicare and Medicaid patients and persons who are unable to pay for care. The hospital is designated as a disproportionate share provider by HCF A and the Georgia Department of Medical Assistance, (G) If the applicant has an indigent and charity care commitment associated with a previous Certificate-of-Needapplication, list the project number and the date of approval. Also indicate how the amount of the commitment was determined and provide sufficient financial data to show that the commitment has been met. Response: University Health Services, Inc. was approved on December 23, 1992 (Project No. 071-92) to establish a freestanding ambulatory surgery center with four dedicated operating rooms in Evans, Columbia County. Upon completion of the project, the ambulatory surgery center was licensed as part of University Hospital's ambulatory surgery program and not as a freestanding center, This project included a commitmentto provide 3.0 percent of adjusted gross revenue for indigent and charity care. The estimated amount of the indigent care commitment as shown in the CON application's financial projections was $62,904 in the first year of operation and $87,061 in the second year. Since the ambulatory surgery center is now licensed as part of University Hospital, the indigent care commitment is now based on 3.0 percent of the adjusted revenue of University Hospital's entire ambulatory surgery service. This results in a significantly larger commitment. The ambulatory surgery facility associated with Project No. 071-92 became operational in February, 1996. Therefore, the indigent care commitment was in effect for only 10 months of 1996. The following information provides the indigent care experience for the first full year of operations, which was calendar year 1997, the same report period as the Hospital Indigent Care Survey. The service-specific indigent care being reported is a subset of the indigent care reported for the entire hospital and shown on the 1997 Hospital Indigent Care Survey for University Hospital. A program-specific indigent care survey has been submitted to SHPA and is provided as Attachment Q. State of Georgia: Certificate-of-Need Application University Hospital Page 24 .. ,. - Gross revenue for ambulatory surgery services $27,722,987 Less Medicare and Medicaid contractual adjustments $4,541,476 Less bad debt $342,956 Adjusted gross revenue for ambulatory surgery services $22,838,555 Uncompensated indigent/charity care associated with ambulatory surgery $690,907 Uncompensated indigent/charity care as a percent of adjusted revenue 3,0% (H) Are you making an indigent and charity care commitment in relation to this project? Failure to meet an indigent and charity care commitment could result in fines and constitute grounds for an adverse ruling on a future Certificate-of- Need application. _ Yes x.. No If yes, is the commitment voluntary, or is it required by a specific planning agency rule? _ Voluntary _ Mandatory Describe the commitment and include its amount, effective date(s), and basis. (For example, is the commitment based on a percentage of certain revenues, the number of certain procedures performed, etc.?) Indicate what percentage of ' adjusted gross revenues the commitment represents. Response: The State of Georgia's Component Plan for Magnetic Resonance Imaging does not state a requirement for an indigent or charity care commitment in relation to the establishment or expansion of an MRI unit. University Hospital has in the past and will continue to provide significant service and commitment in caring for its patients, regardless of their ability to pay. 19. Rule 272-2-.08(1)(b)8: The proposed new institutional health service as a positive relationship to the existing health care delivery system in the service area. Response: The addition of a second MRI unit will expand University Hospital's capacity to meet impending demand of MRI services. Currently this facility has formal referral arrangements with nearly 65 facilities, located in both Georgia and South Carolina. A copy of the transfer list is located in Attachment H, As University Hospital continues to be a referral source for MRI services to these facilities, it is necessary to meet the increased demand. In addition, University Hospital's Outreach Program is designed to support a network of rural affiliated hospitals, The program provides affiliate hospitals with the opportunity to participate in a preferred provider arrangement and other resources and services such as community State of Georgia: Cenificate-of-Need Application University Hospital Page 25 . wellness and education programs which are not otherwise available to these facilities. The affiliated hospitals are listed in Figure 7. - - Figure 7 RURAL AFFILIATED HOSPITAL NETWORK Facility County Minnie G. Boswell Hospital Greene Wills Memorial Hospital Wilkes McDuffie County Hospital McDuffie Jefferson Hospital Jefferson Emanuel Medical Center Emanuel Burke County Hospital Burke Barnwell County Hospital Barnwell, South Carolina Edgefield County Hospital Edgefield, South Carolina Furthermore, acceptance of this proposal will lead to increased accessibility for the immediate community served by University Hospital. Also, this proposal is for an open MRI, which has a number of benefits over the traditional units. This type ofMRI will improve access for patients who were previously unable to receive treatment with a traditional MRI, whether it was due to claustrophobia or obesity. 20. Rule 272-2-.08(1)(b)9: The proposed new institutional health service encourages more efficient utilization of the health care facility proposing such service. Response: By serving as a referral source for MRI services to nearly 65 different facilities across Georgia and spanning into South Carolina, University Hospital clearly presents itself as a major provider of these services. Currently, the increased demand for MRI services lessens the ability of the facility to provide flexible scheduling and meet the I!eeds of the community it serves. As described previously, University Hospital has extended the MRI service hours until 9:00 p.m. during the week and services are now available on Saturdays. By approving the addition of a ' second MRI unit, University Hospital will be better positioned to meet the needs of its patients through more predictable scheduling and the offering of a new technology, the open MRI. As previously stated, the open MRI will allow access to these services for some patients formerly unable to receive treatment with a traditional MRI. State of Georgia: Certificate-of-Need Application University Hospital Page 26 - "'!II' - - 21. Rule 272-2-.08(1)(b)10: The proposed new institutional health service provides, or would provide, a substantial portion of its services to individuals not residing in its defined service area or the adjacent service area. Response: Not applicable. The proposed project will serve residents of the defined service area. 22. Rule 272-2-.08(1)(b)11: The proposed new institutional health service conducts biomedical or behavioral research projects or a new service development which is designed to meet a national, regional, or statewide need. Response: Not applicable. The proposed MRl addition will not be used for research efforts. 23. Rule 272-2-.08(1)(b)12: The proposed new institutional health service meets the clinical needs of health professional programs which request assistance. Response: University Hospital has an affiliation agreement with the Medical College of Georgia for postgraduate training of residents and medical students. Refer to Attachment I for a copy of the agreement. Currently, there are 24 residents and up to 25 medical students assigned to University Hospital. Members of the medical staffalso serve as faculty members of the Medical College of Georgia. The proposed service will provide an opportunity for additional clinical experience for residents. 24. Rule 272-2-.08(1)(b)13: The proposed new institutional health service fosters improvements or innovations in the financing or delivery of health services, promotes health care quality assurance or cost effectiveness, or fosters competition that is shown to result in lower patient costs without a loss in the quality of care. Response: Acceptance of the proposal will enable University Hospital to improve the delivery ofMRl services to its patient population through increased access to MRls and the offering of a new technology. The open MRl will allow for the treatment of patients who are too claustrophobic or obese to receive treatment with a traditional MRl. University Hospital will also continue to serve as a referral source for MRl services throughout Georgia and South Carolina. . Since there is a limited number of MRl providers in the immediate service area, University Hospital will continue to supply a high demand service to its community. University Hospital has, and will continue to be, a low-cost provider of high quality healthcare services in this market. 25. Rule 272-02-.08(1)(b)14: The proposed new institutional health service fosters the special needs and circumstances of health maintenance organizations. State of Georgia: Certificate-of-Need Application University Hospital Page 27 . . Response: Managed care organizations focus on improving the effectiveness and efficiency of health care services, while maintaining high quality and low cost. University Hospital has also retained this focus. This proposal is a demonstration of how this facility can continue to meet the needs of its current patients, while meeting the needs of those unable to receive treatment through traditional methods, 26. Please provide the following site information. - - (A) Street address: 1350 Walton Way City: Augusta County: Richmond Zip Code: 30901 - - (B) Indicate the one-way distance and general direction from the center of town: 1 mile. (C) Size of site: 23.5 acres. (D) Check the appropriate box to indicate the current status of the site. X Acquired _ Under Option Under Contract _ Other; please specify: (E) Attach a copy of the document which shows the availability of the site and provides for the applicant's entitlement to the site, such as an option, lease, or bill of sale. All applicants must have entitlement to a site before the planning agency will deem an application complete. Response: A copy of the long term lease evidencing entitlement to the site is provided in Attachment J. (F) If the site has been acquired, indicate the applicant's interest in the site. _ Fee Simple Title X Leasehold Interest _ Other; please specify: (G) Indicate whether the site is already appropriately zoned to permit its use for the purpose stated within the application. If the site is not appropriately zoned, describe what steps have been taken to obtain the correct zoning. Response: The site is appropriately zoned for hospital use. (H) Describe any encumbrances which may interfere with the use of the site, such as mortgages, liens, assessments, easements, rights-of-way, building restrictions, or flood plains. Response: There are no encumbrances that would interfere with the use of the site. State of Georgia: Certificate-of-Need Application University Hospital Page 28 . - - (1) Describe the relationship of the site to public transportation routes, if any, and to any highway or major road developments in the area. Describe the accessibility of the proposed site to patients/clients, visitors, and employees. ... Response: University Hospital is surrounded by four main thoroughfares, including Walton Way, St. Sebastian Way, D' Antignac Street, and University Place. Public bus transportation is available to University Hospital via St. Sebastian Way and University Place. In addition, the hospital is located in the vicinity of several major roadways, including Interstate 20, Highway l, Highway 25, and Highway 28. (J) Attach a plat plan of the site, including at least the following: (1) dimensions of the property lines; (2) the locations of major structures, easements, rights-of-way, and encroachments; and (3) the location of the proposed facility or expansion. Response: Please refer to Attachment K. 27. Provide the following information about the architect or engineer who has been engaged to design this project. Include documentation of the architect's registration in Georgia. Name: Richard B. Hinman. Jr. Address: 407 Seventh Street City, State, and Zip Code: Augusta. Georgia 30901 Telephone Number: 706/722-3052 Registration Number: 5474 (Georgia) 28. Provide schematic plans for the project and include at least the following information: (A) Plans for each floor which clearly show the relationship between departments and services and the room arrangements for each. Indicate the function of each room or space. Proposed roads, walkways, service courts, entrance courts, parking, and orientation should be shown on either a plot plan or the first floor plan. Provide a cross-sectional diagram which indicates the ,type of construction and building materials. Response: Schematic drawings are provided in Attachment L. (B) If the proposed construction is an addition or if it is othenvise related to existing buildings on the site, the schematic plans should show the facilities and the general arrangement of those buildings. Response: The proposed project involves renovation of space within the outpatient imaging center which is located on the first floor of the professional office building connected to the State of Georgia: Certificate-of-Need Application University Hospital Page 29 . hospital. The project does not include any new construction, Site plans showing this building's location on the hospital campus are provided in Attachment K. . (C) Provide verification of construction and/or renovation costs for the project. Include the cost per square foot for construction and the cost per square foot for renovations. - - Response: The cost of renovation associated with this project is $243,770. With the addition of a 10 percent contingency and architectural and engineering fees, the total renovation costs are $281,147. A letter from the architect verifying these costs is provided in Attachment F. - ~ State of Georgia: Certificate-of-Need Application University Hospital Page 30 . 29. Please provide the following information about staffing levels. (A) Indicate the number of existing and proposed employees for the second operating year following the project's completion. Please express in fuJl- . time equivalents. On a separate sheet, identify any contract employees who are not listed below. Response: The following provides the existing and proposed staffing for the MRl service, - Position Existing Proposed Total - Registered Nurse Licensed Practical Nurse Certified Nurse Practitioner - Nurse Midwife Certified Nurse Anesthetist Nursing Assistant Physician Pharmacist Dentist Psychologist Neuropsychologist Social Worker Certified Alcoholism Counselor Certified Addictionologist Audiologist Radiological Technician 5 0 5 Surgical Technician - Physical Therapist Respiratory Therapist Occupational Therapist Cognitive Rehabilitation Therapist Speech and Language Therapist Recreation Therapist Medical Laboratory Technologist Personal Care Assistant Home Health Aiqe -" Other (Supervisory Radiology Technologist 0 The current MRI unit falls within the department of Radiology, which is chaired by Jimpsey Johnson, M.D. University Hospital currently employees a consultant medical physicist, Jerry D, Allison, Ph.D. A copy of his curriculum vitae is located in Attachment M. 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(") - '< C en :J Ei <' n ~ 0 Vl ...., ::;: 0 '< (l; :I: 0 S? @. ~. ?: E(') (l> 2. :::1 n ll> n o 'j"'l z (l> (l> 0- >- "'0 ~ n' a o' :J :y"-l ,J:;.. ,~. :1",), .. ll> (J'::: n w A - - SECTION 3: ADDENDA FOR SPECIFIC REVIEW CONSIDERATIONS The applicant should obtain a copy of the addendum or addenda which applies to the Certificate-of-Need application. The addenda contain the Certificate-of-Need rules which address certain specific facilities and services, The applicant should document the project's compliance with each of the rule's various provisions. The following list identifies the addenda currently used by the planning agency. - - ..... Addendum 1: Addendum 2: Addendum 3: Addendum 4: Addendum 5: Addendum 6: Addendum 7: Addendum 8: Addendum 9: Addendum 10: Addendum 11: Addendum 12: Addendum 13: Addendum 14: Addendum 15: Addendum 16: Addendum 17: General Hospital Inpatient Beds Psychiatric and Substance Abuse Inpatient Services Comprehensive Inpatient Rehabilitation Services Ambulatory Surgical or Obstetrical Services Freestanding Birthing Centers Home Health Services Skilled Nursing and Intermediate Care Facilities Continuing Care Retirement Community Sheltered Beds Personal Care Homes Traumatic Brain Injury Facilities Magnetic Resonance Imaging Perinatal Services Radiation Therapy Adult Cardiac Catheterization Adult Open Heart Surgery Pediatric Cardiac Catheterization and Open Heart Surgery Swing Beds SECTION 4: ADDITIONAL SUPPORTIVE INFORMATION Please provide any additional information to support the need for the project. Such information could consist of alternative population projections, sources of data, and/or methods for projecting need. SECTION 5: LETTERS OF SUPPORT Please include letters supporting the project. Form letters are discouraged. The planning agency evaluates the extent to which letters of support address community needs and the project's relationship to the existing health care network. State of Georgia: Certificate-of-Need Application University Hospital Page 35 . ADDENDUM 11: MAGNETIC RESONANCE IMAGING . The State Health Planning Agency evaluates each application for magnetic resonance imaging services using Rule 272-2-.09(3). Document the proposal's compliance with this rule's various provisions as listed below. If a particular section is not applicable, please explain why. (a) Definitions ..... 1. 'Magnetic resonance imaging (MRI) , means a diagnostic modality which employs a combination of magnetic and radio frequency fields and computers to produce images of body organs and tissues. It is a noninvasive procedure which does not involve the use of ionizing radiation and has the potential to provide information on cellular physiology and biochemical processes. 2. 'MRI procedure' means each discrete MRI study of one patient. A procedure may involve one or more scans of the same anatomical area of diagnostic interest during a single patient encounter. 3. 'MRI unit' means all of the essential equipment and facility to operate one MRI system, either mobile or stationary. 4. 'MRI system' means those components which enable the production of an image from the data generated. They include a magnet, a radio frequency transmitter and receiver coil, a gradient system, a computer, and a display device. (b) Standards University Hospital currently provides MRl services. The proposed project involves the expansion of an existing service and does not represent a new service. 1. An MRI proposal must include documentation that the necessary qualified staff are available to operate the proposed MRI unit. The proposal must be consistent with staffing patterns specified in the current official State Health Component Plan. Response: In accordance with the staffing patterns outlined in the State Health Component Plan for Magnetic Resonance Imaging, the MRl unit at University Hospital is currently under the direction of a full-time board-certified radiologist, Jimpsey Johnson, M.D.' Additionally, a medical physicist is contracted by University Hospital and as previously evidenced in the response to Question 29(A) of Section 2, five full-time radiology technologists are employed by the hospital. Therefore, at least one shall be on site at all times during normal operating hours. There is no proposed change in the current stmrng upon approval of the requested second MRI unit. State of Georgia: Cenificate of Need Application University Hospital Page 36 ... - . 2. The proposed MRI unit must function as a component of a comprehensive diagnostic imaging inpatient or outpatient service. The proposed MRI unit must have the following existing modalities on site or through formal referral arrangements: (i) ultrasound; and (ii) computed tomography (whole body unit); and (Hi) angiography; and (iv) nuclear medicine; and (v) conventional radiology. Response: University Hospital is a 640-bed regional tertiary care center that provides a comprehensive range of services to the residents of the Central Savannah River area which consists primarily of Richmond County and 13 surrounding counties, including Aiken County, South Carolina. The hospital currently provides aU the modalities as outlined in the aforementioned list. The outpatient imaging center, which is located on the first floor of the professional office building adjacent to University Hospital, has direct access to these modalities 24-hours a day. 3. The proposed MRI unit must be located in a facility which has, either in-house or through formal referral arrangement, the resources necessary to treat most of the conditions diagnosed or confirmed by MRI. The following medical specialties must be available during normal working hours on-site or by formal referral arrangements: neurology, neurosurgery, oncology, and cardiology. Response: AU of the aforementioned specialities are available during at aU times, on-site at University Hospital. 4. The proposed MRI unit represents a regional resource. Hospitals proposing multi- institutional or shared service arrangements will receive priority consideration; (i) signed agreements specifically addressing MRI referrals must be documented. In addition to accepting patients from participating institutions, in the case of a multi-institutional project, facilities performing clinical MRI procedures , must accept appropriate referrals from other local providers. Response: University Hospital is presently a formal referral center for 64 health care providers. Most ,of these referral arrangements are with Georgia providers, although a number of South Carolina providers are also included. A copy of the transfer list is located in Attachment H. 5. Demographics, patient referral patterns, patient accessibility, and relationships with existing providers and facilities within the proposed primary service area are important determinants for MRI site selection; and (i) evidence shall be provided that physicians in the service area can and will utilize the service; and State of Georgia: Cenificate of Need Application University Hospital Page 37 - - - Response: University Hospital's medical staff is comprised of 357 physicians. University Hospital recei ves the majority of its MRI referrals from 23 physicians. A list of these physicians, along with their specialty, is located in Attachment N. Furthermore, a large number of physicians have been added to the medical staff over the past several years. Most of these new physicians are younger and were exposed to the use and benefits of MRI during their training. This group has contributed to the increased growth ofMRI and this trend is expected to continue. (ii) the applicant must document that patients will be prioritized according to standards of need and clinical appropriateness rather than source of referral or ability to pay. Response: It is the policy of University Hospital to accept all patients based on the priority of medical need, rather than ability to payor source of referral. This is evidenced by University Hospital's indigent care policy, which is located in Attachment F. 6. The applicant shall document the ability to attain a sufficient level of utilization within a reasonable period following installation. A proposed MRI unit must comply with the following: (i) project an annual utilization of at least 2,000 MRI procedures by the end of the second year of operation of the proposed MRI unit and thereafter; and Response: Projections result in 5,297 procedures by the end of the second year of operation. It is expected that the proposed MRI unit would perform 2,500 procedures in the second year. Figure 8 outlines the breakdown of MRI procedures for the next two years, based upon projections located in the Response to Question 13 in Section 2. Figure 8 PROJECTED MRI PROCEDURES 'Y~ar'{(1998r Yea~2, (199?), Procedures of Current MRI Unit 3,405 2,797 2,500 , 5,297 Procedures of Second MRI Unit 1,523 4,928 Total MRI Procedures (ii) for the projections provided in subparagraph (i) of this paragraph, the applicant must calculate the portion of the total procedures which are expected to be clinical and those anticipated to be for research purposes. The applicant must also provide documentation which directly relates the delineation of clinical and research procedures to actual anatomical areas of concern or discharge/outpatientdiagnoses recorded in the applicant's facility during the most recent 12-month period for which this information has been compiled. State of Georgia: Certificate of Need Application University Hospital Page 38 . Response: Both the current and projected MRI procedures are for clinical purposes only. ... ... 7. Evidence must be presented that the applicant is able to finance and operate the equipment. The applicant should provide documentation which includes at least the following: (i) the particular (magnet) type and strength, manufacturer, and purchase price of the proposed MRI equipment, and ... - Response~ The proposed MRI open unit will be a PICKER OutIook™ Whole Body Magnetic Resonance Imaging System with a .23T Magnet. The purchase price for this unit is $940,420, as shown on page 10 of the price quotation, A brochure of the unit and the price quote are available in Attachments C and 0, respectively. - (ii) total project costs, including renovation costs such as special siting requirements, construction costs, and equipment acquisition costs; and Response: Total project costs are estimated to be $1,221,567, excluding consulting fees. The project costs are detailed in Figure 9. Figure 9 PROJECT COSTS Construction Costs $243,770 Contingency Costs $24,377 Equipment Costs $940,420 AlE Fees $13,000 Total $1,221,567 (iii) source(s) and amount(s) offunding for both capital and operation costs; and Response: The project cost of $1 ,221 ,567 will be paid through the use of unrestricted reserves on hand. Evidence of available funding is located in Attachment D, (iv) two-year pro forma cost center budgets, including documentation and justification of all assumptions used; and Response: Refer to the response to Question 15E in Section 1 of this application, pages 18 through 21. (v) projected average charge per scan and projected average cost per scan based on a minimum annual volume of 2,000 scans. State of Georgia: Certificate of Need Application University Hospital Page 39 .... - Response: The projected average charge per scan is $879 in Year I and Year 2. The projected average cost per scan is $321 in Year 1 and $346 in Year 2. Net revenue per scan is projected to be $483 in Year 1 and Year 2. These calculations are based on volumes of 1,523 and 2,500 in Year 1 and Year 2, respectively, 8. All applicants seeking to establish or expand MRI services shall meet established safety guidelines. The proposal must be consistent with safety requirements specified in the current official State Health Component Plan. Response: The Radiology Department of University Hospital has developed a General Operation and Safety Policy specifically for MRI services. A copy of this policy is located in Attachment P. 9. All applicants must agree in writing to participate with MRI data reporting requirements that are formulated by the State Health Planning Agency. Response: University Hospital has, and will continue to, participate with MRI data reporting requirements that are formulated by the State Health Planning Agency. State of Georgia: Certificate of Need Application University Hospital Page 40 - - - - ATTACHMENT A By-Laws, Articles of Incorporation, and Authorization by the Secretary of State . . - - :;t{fl~:\~~1,1 {\~,'f!~4;A!1':i~.:,J ,,~ :,,' :~~{fiK~:~::':~;!J~~'t.::?~.~.~ .. . ..,.', ".'~'-~i~ '. . ". '... '~~::~iit~k>~' ~",~'::~(:',:.i:~.1~~~1i~ ." '-'::>"-~~~';',"-'~ .S .. ,'. . .. ARTICLES OF INCORPOI:^7IOt! OF UNIVERSITY Ilf.J\LTll SERVICE;', lllC The ^rticlc~ o( Incorpor,'tion 01' Ilni.vcrsicy I!co:llth Services, Inc. are as follows: I. The n:lm(' of rhe: c:orpor,1r:icllI i:~ IlnivC'r::i.cy IIc:ll rh Services, Inc. II. The cnrpor.,t\ClIl ili org;1ni7.c.d I'ur::u.,nr. to r.lw pro- visions of the Georl.'i;1 lIonprofit (;orpor:l cil"n Code!, !I1. The corpor<lc1nn :;h.,ll.h41ve pe'rpetu;11 dur<ltion. IV. (11) The purl''':;c e\f the coq.loL',ltion is to le.Jl'c and operate University llospit<11 "no it's n'latcd f<lcilities as fin acute care eerler.,l hospital (or the' bc.:ncCic of thE' general public <Ind for the following nddition~l purposes: L. To provide h"l'pLt~l or mcdic~l c,Jrc ;'lnd ~crv- ices and tn <::trrv Clllt. din:ccly 0\' indi r~crJ y, l"C'l:ll:C"d health care CuneI it'I\:;; 2, T("I 0\.'0 ,\ncl "per:lce'. direr:r:1... .')r inoirE'ctlv, hospitals, hc.lllh ,:;II:e (~lt.jliLit.':.. \/~.JJIl"'~~:: cC'n~C'I'::, and ocher related f~cilicic:: J. To pn'l:klre: t.he deli"cl'Y of h~:llch C:lr~ to rhe ~enet':ll Pllhlic h? pl'lIvidinr, :a:rviC'c.>:': .,nn n:sources to hospitals ,IOU \lth\'l' hcalt.h C;II'I~ nl"::lId:~;"'i"I1):; ;IOU I., 'I'll l"\'I'r..rrl :11 1 "l'h(~l' :'r.t:: .H'C'I'::::::rv nr iroc-i- clen cal to thr. a 1I0V\' :1f1 U to do l"h::It ev(':- 1:; u'cem~ d IlC':- essary. useful. :ldvi:;:lhle. \\t' conducivr., Uit'E'CCL\' C'r indit'(!c t ly, :I:; ::(' t r ("Ireh in che:c ;. rc i. d.e's ("I f in corp" - t'iJcion iJnd the' h)'1.,"::;' includins che exC't'c:ise of all oche:, power ,'ou :"'t.11(Iric)' enjoyed h:, c-orpcr,'tion: hr.n- et'o111y by virtue nr lIlt' I'rnvi,:;i.on:: ~~ Lhc:' Georgi;]. ::00- profit Corpor.,,':inn e",,,= (wi l:hi.1l :IIIU :;l1hj\'ct to che limic;lcion:: of :,('("l'i"1l 501(c)0) or th(' fOI'C'rn.,l P..ev- cnue Code). (u) 'rilc corp.,t':'Li.,ll1 i~ nul: nrl'..'lIli.:;...U ,IOU :;h"l1 noc be operaced ~Ilr I.CC\lni:I:';: !::lin or profit. [10 p.Jr: of . . - .",', : . 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The corpor.:ltion shaLL never enG~&e in rror~~and~, atLe~pt LO inCluence leg- i~lation, or particip~t~ in ~ny poticicnl c:zmp~ien ~n bch.:ltf of any candidate ff'Jr pub 1 ie: offi("c. nnr :>11:11 t :my p:zrc of it:s pl:'operty or .:lny p::lrc of the incot:1C therefroCl be devoced to :,;uch purpo)';e:;. v. In the ~vcnl' or di::~olut:ic'n of chi.)'; corporacion, the residual.a:;set... 'e"( the" corpor.lcinn sh;'ltl bc t1lrncd OVf', ,'./ .to one or lllO~e orp,ani~:ztilJns \.Ihich thr.l:I~etvC'~. :ire exempt: .::IS .0', . organizatio'ns de!;crihccl j!l $l.:cc1on:: 501 (e) (J) and 170(c) (7) of the Internal Rev~nu~ Code of lQS4 or corresponding sec- tions or any prior or future intern;'ll revenue la\.l, or to t:he Federal, State, or 10c:11 governr.lenc fllr exclusive public purpose. In the event th~t for :zny reason upon the diSSQ- Lucion of the cnrror~tlun the llo.:lrd nf Truscees of the cor- por.:1tion shalt r:li.t tn ,'l:l in t.he manner he-rein prnvidt:d \.Iichin n rcs:,;on.,ble !'inC'. "he ~pninr Jlldl:n tl{' r.he ~;lJperinr Court of Richl'lOncl COIlf'r.) sh<lll lMkC' ~ucl, di.~l.ribul:ion o'IS hcr:e in provided up~n the- :'rr tic.' t ion 0 r ('nc ot' mot'C' perso;'l S having a renl intC'rl.'::t in th(~ l.'orror;"'tion or its "'sscts. Uotwithstandine any othC!l' pl'C\vision of thC'so Arti.cl!"s, the corporation shall n~L /:~rq' cm .,":' clthl'r ,,("riv1.cie:,; noc per- mittl!d to be c:lrri/~J nn ],\' (,,) ;'l C"ll1'plll':'tion exe/':1pc [rnr.! federat income r,a:-.: · III d.; I' :;t:cti.C\n 501((")0) of the Incern;]l I{cvcnut: Code "r ) 9:,1,. :,:' :Inlcnurr/. (1\: :. <:or:'l:::pond i.n~ ,H'O- vi:;ion of .:lny f:atllL'c' Unit...! ~';:ICc:':; Inf'CI'n:ll Rc\'cllue L.:lw, or (b) J corpor.:lc,;nn. CI\II11'i.hul\nn!: r.. which :\r(' cieduccihlc - w . - . , :*:. . ':'':' "_,r .:..~~;~~..~.?,_ q,.~ !~~~i~ --=.:...~~.;..-::.:.:..:.:-~~~~, :;.~~7~ . ';"""""~ ~ .;..... ,~;:~~ ", ...... ...... . . 'oj ," "'1 , 'i , - ~ :..: ...... ' .. ~:. '':,..~_...:. ..... ... '.~~2~ ~S:_" .":':2:.~~JJ . . under Sccti.on,~70(~)9) "C 1:lIe rntcrn.,t r:~v('nue Code (If 1954 or any othcr corr("~l'nndin,: l'rnvisilln or ;Iny [lIl:ure Unit('d Scaces internaL rcver.u(' l~w. VI. Thc a!["irs n( tile corpor."lcio1\ ch-'l.lL be m;m,'scd by " BOilrd of Tru~tees. The' IlI(.!thod of eleccion of trustees shaLL be as detC!nnin~cl hy rhc By-f_,''''l: n( che corpor.,tion. VII. The corporation sh~ll not h~ve ~e~bers. VIII. The ini cia1 reSil:tercd ofUce of the &h.'1ll be l2l2 r.cot:"l:l., R.,Uro,"\d B.mk Bui.ldinG. e'orpor., t ion 6'.J~ [lro.'1d Street. Au~ust", Gcorr.i~ 30901. T1w i n i r: i ., 1 rr.r.i~ter('d agent or such bus-iness ,::;hnll be 1J~'c:k A. .:no.: , .11' . /, .,~",/ IX. The'...'..initiAl bOArd of' tru~tces shaLL conl: is t of seven ~bers vhose namc~ And'addrcsscs ~re: l. T. Richard D"nic1 2204 Terrace, RCUld Augustll, Gcorp,i.'1 30904 .. Levi \! . IIi 11 , IT! .... 3006 r.r-"I"I:; f"rel I:..,.~c Augus t., , Ccnrr.i;l :lC90~ J. C. O. 1101 U :: , Jr. 3014 IIumn in l",U i. rtl L:ltlC Aur,us\:;t, Gc' I' t'r. i;t J0906 4. Frank (' D(>nnis, Jr, . .. . Z Som.~r sc t C'''II'!: Aur,uSC;t. (;('(11'1: i.;. J0909 S. DonAld r. lIolo/;rnl 180:; nyrnC's P.u;..1 lIorth Au l!,1I S r., . $ourh C.HO li n;l Z~II'/, ] U. Hi 1.1 i;lI:1 I. I1rulI::. .!r. . H.n. JIll, \1:11con \.J.,y ^uGu~t" , GC'I"'l:gi... :l0~0!"l 7. f.ulo/artl II. Ci 1.l.p.~r i.f' 705 C.,rv Sl'r("'~\ Aucusc:\', CC'C1r~i;1 :l090[, . -J- - - ...-....... L . '.-r.:;' ~ ~'" :," - ~: ~.. " - .'. :"~..' ".: . :..;....::, .:.. . :' .\:~ ....}.:.;f;.~;-~: . . .;'. '. ,: . ..!' . "\. ~.:.: ". ." ." ". ~ . ., .;.....:. '.":""~' . ." ...~-: ".: ~.::. . .:~~:: .... '. ~ ',' '::. ~ . .... ':''':'.~. ~~~? ..", '~...~. . '~.': : .' ';'. '. :.: .~:. .:"..:~:: '~/:~.' ,~,:.:ii/~f.~~;:;f'{~i~~ .. .....". "'I~.. .:::,-:!'i: ~ !~ . ~ ~....;.... ..' .. .' ;.t..:...".... ~~'?:~?~~(:~~~ :, '.. .;", ., . =.~j~.;~~.t~ :'~, ~t:~ ;::..~: 2'~}~~~~. .~=.~:~~ ...., ,; , ..! ~ .:.~.: ::.~.:i.;;~~. :~:,: ': ...... ..~ ..... '...: ~~:. .':' .. '., ,,,,,,i':j:iL(~~~~~:,\:~i~\~>:~:,:': :::' .-' "... ..~~ f1-"" r .. ".~'..-. . ..~::.~~~:3~~~f!; ~~~~~~j.~:f[~~.~. ,", ,,:' ~:.' ,:! .. 'j ~ .. . . . . ""... .". . .-. }'::;?:~.i:;: :~~. :'..:.;::.;.:.';"_... The n."tlll(! :tnd ,lddre~s of tile ll1C'"orpor."tt"t" o( the :t. corporation is: Uyek ^. Knox. J~. 1212 Ccor~ia ~~llro~d 699 Broad Street: Augusta, Ceor~i~ n.~nk Cuiliin~ 30901' \ L~ v.l L ',~ \JY~ ~ .'Kno;~ J L.... . .. tncor(lor:tt;or '-- ' KNOX fa ZACKS Attorneys at 1..."t\07 1212 Georgia r.~ilro"d n~nk Uuildinc 699 Broad Street Augusta, Georgi~ 30901 4041724-2622 I. / ' '/ .' <~;'" 31V1SdO .l.tiV1J::~3S rS. H; V: a IE 1;/1 0.1,\: I :J!:l .. ~ ~ ~ BYLAWS OF UNIVERSITY HEALTH SERVICES, INC. Incorporated under the laws of the State of Georgia As Adopted by the Initial Board of Trustees on the 11th day of July, 1984 and as Amended through August 27, 1992 - - UNIVERSITY HEALTH SERVICES, INC. .- - B Y L A \ol S TABLE OF CONTENTS ARTICLE ONE - NAME, LOCATION AND OFFICES PAGE 1 Section 1.1 Section 1.2 Section 1.3 Name Registered Office and Agent Other Offices 1 1 1 ARTICLE TWO - PURPOSES AND GOVERNING INSTRUMENTS 1 Section 2.1 Section 2.2 Section 2.3 Nonprofit Corporation Charitable, Educational, and Scientific Purposes Governing Instruments 1 1 2 ARTICLE THREE - BOARD OF TRUSTEES 2 Section 3.1 Authority and Responsibility of the Board of Trustees Initial and Regular Boards of Trustees Manner of Election and Term of Office Removal Vacancies Committees of the Board of Trustees Compensation Members of Richmond County Hospital Authority as Trustees Employees as Trustees Medical Staff Membership Conflicts of Interest 2 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 Section 3.7 Section 3.8 3 4 4 4 4 4 5 Section 3.9 Section 3.10 Section 3.11 5 5 5 ARTICLE FOUR - MEETINGS OF THE BOARD OF TRUSTEES 5 Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 Section 4.8 Section 4.9 Section 4.10 Section 4.11 Section 4.12 Place of Meetings Annual Meeting; Notice Regular Meetings; Notice Special Meetings; Notice Waiver Quorum Vote Required for Action Action by Trustees Without a Meeting Telephone and Similar Meetings Adj ournments Attendance at Meetings Open Meetings 5 6 6 6 6 6 6 6 6 7 7 7 - i - . - ARTICLE FIVE - NOTICE ~~D WAIVER - Seccion 5.1 Section 5.2 Procedure Waiver ARTICLE SIX - OFFICERS - - Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Section 6.7 Section 6.8 Section 6.9 Section 6.10 Section 6.11 Section 6.12 Section 6.13 Number and Qualifications Election and Term of Office Other Agents Removal Vacancies Chairman Vice Chairman President Vice Presidents Secretary Assistant Secretaries Treasurer Assistant Treasurers ARTICLE SEVEN - COMMITTEES OF TRUSTEES Section 7.1 Section 7.2 Section 7.3 Se~tion 7.4 See'tion 7.5 Section 7.6 Section 7.7 Section 7.8 Executive Committees Other Committees of Trustees Advisory and Other Committees Term of Appointment Chairman Vacancies Quorum Rules . ARTICLE EIGHT - SPECIAL AND STANDING COMMITIEES Section 8.1 Section 8.2 Section 8.3 Section 8.4 Section 8.5 Section 8.6 Section 8.7 Section 8.8 Section 8.9 Finance Committee Building and 'Grounds Committee Special Committees Term of Appointment Chairman, Ex Officio Members Vacancies Quorum Rules Medico-Administrative Liaison ARTICLE NINE - PROFESSIONAL SERVICES Section 9.1 Section 9.2 Organization, Appointments and Hearings Medical Care Evaluation ARTICLE TEN - VOLUNTEL~ SERVICES Section 10.1 Section 10.2 Section 10.3 Women's Board Other Volunteers Clergy S taft PAGE -y- 7 7 7 7 8 8 8 8 8 8 9 9 9 10 10 10 10 10 11 11' ( 11 '.. 11 11 11 11 12 12 12 12 12- 12 12 13 13 13 13 13 14 14 14 14 14 . ARTICLE ELEVEN - CONTRACTS. CHECKS. DEPOSITS. AND FUNDS . Section 11.1 Sec tion 11. 2 Section 11. 3 Section 11.4 Coneracts Checks, Drafts, Notes, Etc. Deposits Gifes ARTICLE TWELVE - INDEMNIFICATION AND INSURANCE Section 12.1 Section 12.2 Indemnification Indemnification Not Exclusive of Other Rights Insurance Section 12.3 - ARTICLE THIRTEEN - MISCELLANEOUS Section 13.1 Section 13.2 Section 13.3 Section 13.4 Section 13.5 Section 13.6 Section 13.7 Section 13.8 Books and Records Open Records Corporate Seal Fiscal Year Internal Revenue Code Construction Table of Contents; Headings Relation to Articles of Incorporation ARTICLE FOURTEEN - AMENDMENTS Sec,tion 14 ~ 1 Section 14.2 Power to Amend Bylaws Conditions ARTICLE FIFTEEN - TAX-EXEMPT STATUS Section 15.1 Tax-Exempt Status ARTICLE SIXTEEN - ADOPTION OF BYLAWS Section 16.1 Section 16.2 Adoption of Bylaws Review and Revision ARTICLE SEVENTEEN - REVERSION OF ASSETS Section 17.1 Reversion of Assets ARTICLE EIGHTEEN - FINANCIAL DISCLOSURES Section 18.1 Financial Disclosures - iii - PAGE 15 15 15 15 15 15 15 15 16 16 16 16 16 16 16 16, 16 17 17 17 17 17 17 17 17 17 17 17 18 18 . . BYLAWS 'W':' OF UNIVERSITY HEALTH SERVICES, INC. ...... - Incoruorated under the laws of the State of Georgia ARTICLE ONE Name, Location, and Offices 1.1 Name~ The name of this Corporation shall be University Health Services, Inc. 1.2 Registered Office and Agent. The Corporation shall maintain a registered office in the State or Georgia, and shall have a registered agent vhose address is identical vith the address of such registered office, in accordance vith the requirements of the Georgia Nonprofit Corporation Code. ~ 1.3 Other Offices. The Corporation may have other offices at such place or plac~s, within or without the State of Georgia, as the Board of Trustees may determine from time to time or the affairs of the Corporation may require or make desirable. ARTICLE TWO Purposes and Governing Instruments 2.1 Nonprofit Corporation. The Corporation shall be organized and operated as a nonprofit corporation under the provisions of the Georgia Nonp~ofit Corporation Code. 2.2 Charitable, Educational, and Scientific Purposes. The.~orporation is a voluntary association of individuals, the purposes of which, as set forth in the articles of incorporation, are exclusively charitable, educational. and scientific within the meaning of section 501(c) (3) of the Internal Revenue Code. The Corporation was created to lease and o?erate University Hospital and related hospital facilities in Augusta. Georgia, as an acute care general hospital for the benefit of the general public, and its purposes shall include, but shall not be limited to, the following: eo . (a) To provide hospital or medical care and services and to carry out, directly or indireccly, related health care functions; -. - (b) To own and operate, directly or indirectly, hospitals, health care facilities. and other related facilities; (c) To promote the delivery, of health care to the general public by providing services and resources to hospitals and other health care organizations; and -. - (d) To perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful, advisable. or conducive. directly or indirectly. as set forth in the articles of incorporation. and these bylaws. including the exercise of all other power and authority enjoyed by corporations generally by virtue of the provisions of the Georgia Nonprofit Corporation Code (within and subject to the limitations of section 501(c)(3) of the Internal Revenue Code). 2.3 Governing Instruments. The Corporation shall be governed by its articles or incorporation and these bylaws. For purposes of the articles of incorporation and these bylaws. the term "trustee~' or "trustees" or "Board of Trustees" shall be equivalent to the cor'l:esponding term "director" or "dire~,tors" or "Eoard of Directors." as provided 'in the" Georgia Nonprofit Corporation Code. ARTICLE THREE Board of Tr,ustees 3.1 Authority and Res~onsibilitv of the Board of Trustees. (a) The supreme authority of the Corporation and the government and management or the 'affairs of the Corporation shall be vested in the Board of Trustees; and all the powers~ duties, and functions of the Corporation conferred by the articles of incorporation. these bylaws, states statutes. common law, court decisions. or otherwise. shall,be exercised, perrormed or controlled by the Board of Trustees., ...:. (b) The governing body or the Corporation shall be the Board of Trustees. The Board of Trustees shall have supervision. control and direction of the management. affairs and property of the Corporation; shall determine its policies or changes therein; and shall actively -2- . ... ~ prosecute its purposes and objectives and supervise the disbursement of its funds. The Board of Trustees may adopt, by majority vote, such rules and regulations for the conduct of its business and the business of the Corporation as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to an executive committee. Under no circumstances, however,. shall any actions be taken which are inconsistent with the articles of incorporation and these bylaws or which are inconsistent or in any way in conflict with any actions or directions of the Board of Trustees of University Health, Inc., a Georgia nonprofit corporation which qualifies'as a public charity for federal tax purposes; and the fundamental and basic purposes of the Corporation, as expressed in the articles of incorporation and these bylaws, shall not be amended or changed. . (c) The Board of Trustees shall not permit any part of the net earnings or capital of the Corporation to inure to the benefit of any member, director, officer, trustee, or other private person or individual. (d) The Board of Trustees may, from time to time, appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out ~~the purposes and functions of the Corporation. ' (e) The Boa~d of Trustees is authorized to .employ such person or persons, including an executive director or officer, attorneys, trustees, agents, and assistants, as in its judgment are necessary or desirable for the administration and management or the Corporation, and to pay reasonable compensation for the services performed and expenses incurred by any such person or persons. (f) Anything in these bylaws to the contrary notwithstanding, the trustees of the Corporation elected after the rirst regular Board of Trustees shall be appointed by the Richmond County ~ospital Authority; however, each person so appointed shall be one of three persons nominated for such position by University Health, Inc. University Health, Inc. shall have full power and authority to . review and approve, in advance both short term and long term budgets, capital and operating, of income and expenditures of the Corporation, and to exercise such other supervision and control over the affairs and property of the Corporation as the Board of Trustees of University Health, Inc. may deem necessary or desirable to ensure -3- .-. - that the charitable, educational and scientific purposes and functions of the Corporation are carried out. 3.2 Initial and Regular Boards of Trustees. The initial trustees of the Corporation shall be the persons ~hose names and addresses appear in the articles of incorporation of the Corporation filed ~ith Secretary of State of Georgia on May 31, 1984, and ~ho shall serve until a regular Board of Trustees has been appointed by the Board of Trustees of University Health, Inc. in the manner prescribed in Section 3.3 of these byla~s. Succeeding the initial trustees, the regular Board of Trustees shall consist of the chairman and the president of the Corporation, ~hich officers shall be trustees by virtue of their election to such offices (except that the President shall be ex officio and shall not have a vote), together with such other trustees as may be appointed fram time to time in accordance with these bylaws. There shall be a minimum of si."t' (6) trustees', and a maximum of twelve (12) trustees, and the Board of Trustees is authorized to' fix by resolution the exact number of trustees from time to time. Anything in these byla~s to the contrary notwithstanding, at no time shall persons who are serving from time to ti~e as members of the Board of Trustees of the Corporation comprise more than one-half'of the members of the Board of Trustees of University Health, Inc. Promptly after formation of the Corporation, the Board or Trustees of University Health, Inc. shall appoint a regular Board of Trustees as provided in Section 3.3 below. All persons electeq. trustees following the election of the first regular Board of Trustee's shall be appointed by the " Richmond :County Hospital Authority; however, each such person so appointed shall be one of three persons nominated for such position by University Health, Inc. 3.3 Manner of Appointment and Term of Office. As provided in Section 3.2 above, the regular trustees of th~ Corporation shall be appointed by t~e Richmond County Hospital Authority, and each trustee shall continue in office for a term of three (3) years and thereafter until his successor shail have been elected and qualified or until his earlier death, resignation, retirement, disqualification, or removal. However, when the first regular Board of Trustees is appointed as provided in Section 3.2 above, approximately one-third (1/3) of the trustees then appointed shall serve for an initial term of one year, approximately one-third (1/3) of the trustees then appointed shall serve for an initial term of t~o years, and approximately one-third (1/3) of the trustees then appointed shall serve for an initial term of three years. Thereafte~, trustees shall be elected for terms of three (3) years; and the terms of the trustees shall be staggered so that the terms of not less than approximately one-third (1/3) are -4- . .... ... - expiring in anyone year. There shall be nolimitat~on on the number of successive terms of office for which a trustee may serve; ho~ever, no trustee shall be eligible for election or re-election to the Board of Trustees after having attained the ,age of seventy,-five (75) years. .-. 3.4 Removal. Any trustee may be removed, either for or ~thout cause, by the Board of Trustees of the Corporation or by vote of a majority of the Board of Trustees' of the Corporation. A removed trustee's successor may be appointed by the Richmond County Hospital Authority pursuant to provisions of paragraph 3.3 above to serve the unexpired term. Failure to attend sixty (60%) percent 'of the meetings of the Board of Trustees held in any fiscal year of the Corporation shall operate as a tender of resignation, and such trustee may be removed from the Board. 3.5 Vacancies. Any vacancy in the Board of Trustees arising at any time and from any cause, including the authorization of an increase in the number of trustees, shall be filled by appointment of the Richmond County Hospital Authority; however, each such person so appointed shall be one of three persons nominated for such ,position by University Health, Inc. Unless otherwise provided, each truste~ so appointed shall hold office until the expiration of his term or the expired term of his predecessor as the case may be or until his successor ,is el~cted and qualifies. 3.6 ~ Committees of the Board of Trustees. By resolution adopted by a majority of the full Board of Truste'es, the Board of Trustees may designate from among its ,members one or more executive committees, each consisting or three (3) or more, trustees, ~hich number shall always,1nclude the chairman and the president of the Corporation. By resolution adopted by a majority of trustees present at a meeting at which a quorum is present, the Board of Trustees may designate from among its members one or more other committees, each consisting of t~o (2) or more ,trustees. Except as prohibited by law, each committee shall have the authority as set forth in the resolution esta:blishing said committee. ~ee also Article'Seven ("Committees of Trusteesl1). 3.7 Compensation. No trustee shall receive compensation for his services as a trustee or the Corporation but may be reimbursed for his actual expenses incurred in the performance of his duties or, in the alternative, the trustee may elect to be reimbursed for such expenses on a per diem basis in such amount as is allo~ed by la~ for members of a hospital authority. -5- ~ ~ ~ ~ ... 3.8 Members of Richmond County Hosuital Authority as Trustees. Three members or the regular Board or Trustees of the Corporation shall be selected from the membership of the Richmond County Hospital Authority and at all times, a~cept as provided below, three members o~ the Board of Trustees of the Corporation shall be then serving members of the Richmond County Hospital Authority. If necessary, a member of the Board of Trustees may be removed and a successor' elected at any time in order to'maintain a board which includes three then serving members of the Richmond County Hospital Authority. Notwithstanding the above, the requirement that three members of the Board of Trustees of the Corporation be then serving members of Richmond County Hospital Authority.,is eA~ressly conditioned on there being, from time to time, three members of Richmond County Hospital Authority who are willing and able to -serve as members of the Boaro of Trustees of the Corporation. 'If at time there are less than three members of Richmond County Hospital Authority who are willing and able to serve on the Board of Directors, then the trustees of the Corporation shall be required to include only as many members, if any, of Richmond County Hospital Authority who are willing and able,' from time to time, to serve as members of the Board of Trustees of the Corporation. Each class of the trustees (as provided in paragraph 3.3 above) shall include one member of the Richmond County Hospital Authority provided that at least three such members are serving as trustees of the Corporation. 3.9 ~::Employees as Trustees. Notwithstanding any other, provision of these bylaws to the contrary, no more than one person employed by the Corporation or by its affiliated corporations may serve as a member of the Board of Trustees. 3.10 Medical Staff Membership. One member of the Board ,of Trustees shall be an active member of the Medical Staff of University Hospital. The Medical Staff shall nominate ten (10) persons for such position to: University Health, Inc. and University Health, Inc. shall select three (3) of those nominees for such position.' The person who shall serve shall be appointed by Richmond County Hospital Authority from the three nominees 'submitted by University Health, Inc. 3.11 Conflicts of Interest. The Corporation may purchase from, sell to, borrow from, loan to, contract with or otherwise deal wjth any member or organization or person with which any trustee is any way interested or involved provided both the Corporation and the trustee comply with the provisions of O.C.G.A. ~ 31-7-74(b) and (c) as the same now exists or may hereafter, from time to time, be amended. -6- - . .... ... ARTICLE FOUR Meetings of the Board of Trustees- ' - .. . . 4.1 Place of Meetings. Meetings of the Board of Trustees may be held at 'any place ~thin or ~thout the State of Georgia as set forth in the notice thereof or in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver, or if no place is so specified, at the principal office of the Corporation. 4.2 Annual Meeting; Notice. The annual meeting.of the Boa~d of Trustees shall be held at such place as the Board of Trustees shall determin~' ,on such day and at such time as the Board of Trustees shall designate promptly following the annual meeting of University Health, Inc. Unless waived as contemplated in Section 5.2, notice of the time and place of such annual meeting shall be given by the secretary either personally or by telephone or by mail or by telegram not less than ten (10) nor more than fifty (50) days before such annual meeting. 4.3 Regular Meetings; Notice. Regular meetings of the Board of Trustees shall be held from time to time between annual meetings at such times and at such places as the Board of Trustees may prescribe. Notice of the time. and place of each such regular meeting shall be given by the secretary either personally or by telephone or by mail or by telegram not less than two (2) nor more than thirty (30) days before such regular meeting. 4.4 Special , Meetings; Notice. Special meetinp;s'of the Board of Trustees may be called by or at the request of the chairman or the president or by any three (3) of the trustees in office at that tiIne,. Notice of the time, place and purpose of any special meeting of the Board, of Trustees, shall be given by the secretary either personally or by telephone, or by mail or by telegram at least twenty-four (24) hours before such meeting. 4.5 Waiver. Attendance by a truste'e at a meeting shall constitute waiver of notice of such meeting, except where a trustee attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called. See also Article Five ("Notice and Waiverll). 4.6 Quorum. At meetings of the Board of Trustees, a majority of the trustees then in office shall be necessary to constitute a quorum for the transaction of business. In no case, however, shall less than four (4) trustees constitute a quorum. -7- . . .. - 4.7 Vote Reauired for Action. Except as otherwise provided in these bylaws or by law, the act of a majority of trustees present at a meeting at which a quorum is present at the time shall be the act of the Board of Trustees. Adoption. amendment and repeal of a bylaw are provided for in Article Fourteen of these bylaws. Vacancies in the Board of Trustees may be 'filled as provided in Section 3.5 of these bylaws. - 4.8 Action by Trustees Without a Meeting. Any ,action required or permitted to be taken at a meeting of the Board of Trustees may be taken without a meeting if a consent. in writing. setting forth the action so taken is signed by all the members of the Board of Trustees. Such consent shall have the same force and effect as a unanimous vote at a meeting. The signed consent. or a signed copy, shall be ylaced in the minute book. 4.9 Telephone and Similar Meetings. Trustees may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.' Participation in such meeting shall constitute presence in person at the meeting. except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 4.10 Adjournments. A meeting of the Board of Trustees. whether or not a quoru~:;is present.. may be adj ourned by a maj ority of the trustees present to reconvene at a specific time and place. It shall not be necessary to g~ve notice of .the reconvened meeting or of the busi~ess to be transacted. other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present. any business may be transacted which could have been transacted. at the meeting which. was adjourned. 4.11 Attendance at Meetings. Members of the Board of Trustees shall 'attend all meetings unless absence is unavoidable. 4.12 Open Meetings. The Corporation shall comply with O.C.G.A. ~ 50-14-1 et seq. (commonly known as the Sunshine Law) as the same now exists or may hereafter, from time to time, be amended, as if the Corporation were a hospital authority. -8- G . ARTICLE FIVE Notice and Waiver A 5.1 Procedure. Whenever these bylaws require notice to be given to any trustee, the notice shall be given as prescribed in Article Four. Whenever notice is given to a trustee by mail, the notice shall be sent by " first-class mail by depositing" the same in a post office or letter box in a postage prepaid sealed envelope addressed to the trUstee at his address as it appears on the books of the Corporation; and such notice shall"be deemed to have been given at the time the same is deposited in the United States mail. Notice shall be deemed to have been given by telegram or ~a~legram at the time notice is filed with the transmitting agency. 5.2 Waiver. Whenever any notice is required to be given to any trustee by law, by the articles of incorporation, or by these bylaws, a waiver thereof, in writing, signed by the trustee entitled to such notice, whether before or after the meeting to which the waiver pertains, shall be deemed equivalent thereto. ARTICLE SIX Officers 6.1 . Number and Qualifications. The executive officers of the Corporation shall ~onsist of a chairman, one or more vice chairmen as determined or designated by the Board of Trustees, a president, one or more vice presidents as determined or designated by the .Board of Trustees, a secretary, and a treasurer. With the written approval of the Board of Trustees of University Health, Inc., the Board of Trustees of the Corporation shall from time to time create an~ establish the duties of such other officers or assistant officers as it deems necessary for the efficient management of the Corporation; but the Corporation shall not be required to have at any time any officers other than a chairman, a president. a secretary, and a treasurer. Any two (2) or more offices may be held by the same 'person except the offices of president and secretary. 6.2 Election and Term of Office. The executive officers of the Corporation, including the chai~an, the vice chairmen." the president, the vice presidents, the secretary, and the treasurer, shall be elected by the Board of Trustees of Corporation, and while holding such offices, the chairman and the president shall serve as members of the Board of Trustees of the Corporation, as provided in Article Three of these bylaws. Such . officers shall serve for terms of one (1) year and thereafter until their successors have been elected and qualified, or until their earlier death. resignation. removal. retirement, or disqualification. These provisions of -9- G. o .no ... the bylaws shall not be deemed to prohibit the Board of Trustees from entering into employment agreements with employees of the Corporation which provide for terms of service of more than one (1) year or specify grounds for removal. Any other officers or assistant officers appointed by the Board of Trustees of the Corporation under Section 6.1 of these bylaws shall serVe at the will of the Board of Trustees of the Corporation and until their successors have been elected and qualified. or until their earlier death, resignation, removal, retirement. or disqualification. 6.3 Other Agents.' The Board of Trustees may appoint from time to time such agents as it may deem necessary or desirable, each of whom shall hold office during the pleasure of the board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board of Trustees may from time to time determine. 6.4 Removal. Any officer or agent elected or appointed by the Board of Trustees of the Corporation may be removed by the Board of Trustees whenever in its judgment the best interests of the Corporation will be served thereby. However, any such removal shall be without prejudice to the contract rights, if any, of the officer or agent so removed. 6.5 Vacancies. A vacancy in any office arising at any time and from any cause may be filled for the unexpired term at any meeting of the Board of Trust~~s of the Corporation. -.' . 6.6 Chairman. The chairman shall preside at all meetings of the Board of Trustees. The chairman shall also serve as a'member, with right to vote, of any executive committee of the Board of Trustees and as a. voting member, ex officio, of any and all other committees of trustees. He shall perform such other duties and have such other authority and'powers as the Board of . Trustees may from time to time prescribe. 6.7 Vice Chairmen. The vice chairmen, in the order of .their seniority, unle'ss otherwise determined by the chairman or by the Board of Trustees, shall, in the absence or disability of the chairman, perform the duties and have the authority and exercise the powers of the chairman. They shall perform such other duties and have such other authority and "powers as the Board of Trustees may from time to time prescribe or as the chairman from time to time delegate. -10- 4) ... - 6.8 President.' The" president shall be the chief executive officer of the Corporation and, as such, shall exercise general supervision of all operations and personnel of the Corporation. including determination of compensation to be paid any employee other than himself for services rendered to the Corporation, subject to the control of the Board of Trustees. The president shall also serve as a member, with right to vote, of any executive committee of the Board of Trustees and as a voting member, ex officio, of any and all other c~ttees of trustees. The president shall be authorized to sign checks. drafts, and other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, grant requests, and stat~ments and reports required' to be filed with state or federal officials or agencies; and the president~shall be authorized to enter into any contract or agreement and to execute in the corporate name, along with the treasurer or secretary; an instrument or other writing; and he shall s~e that all orders and resolutions of the Board of Trustees are carried into effect. The president shall have the right to supervise and direct the management and operation of the Corporation- and to make all decisions as to policy and otherwise which may arise between meetings of the Board of Trustees, and the other officers and employees of the Corporation shall be under his supervision and control during such interim. Unless otherwise determined by the chairman or by the Board of Trustees, the president shall,' in the absence.of disability of the chairman and all the vice chairmen, perform the duties and have the authority and exerci~~ the powers of the chainnan. The president shall perform. such other duties and have such other "authority and powers as the Board of Trustees may from time to time prescribe. 6'.9 . Vice Presidents. The vice presidents, in the order of their seniority; unless otherwise determined by the president or by the Board of Trustees, shall, in the absence or disability of 'the president, perform the duties and have the authority and exercise the powers of the president. They shall perform such other duties and have such other authority and powers as the Board of Trustees may from time to time prescribe or as the president may from time to time delegate. . 6.10 Secretary. (a) The secretary shall attend all meetings of the Board of Trustees and record, or cause to be recorded, all votes, actions and the minutes of all proceedings in a book to be kept for that purpose and shall perform. or cause to be performed, like duties for the executive and other committees when required. -11- o. ~ .. . (b) He shall give, or cause to be given, notice of 211 meetings of the Board of Trustees. .no (c) He shall keep in safe custody the seal of the Corporation and. when authorized by the Board of Trustees or the chairman, affL~ it to any instrument requiring it. When so affixed, it'shall be attested by his signature or by the signature of the treasurer or an assistant secretary. (d) He shall be under the supervision of the president. He shall perform such other duties and have such other authority and powers as the Board of Trustees may from time to time prescribe or as the president may from time to time delegate. 6.11 Assistant Secretaries. The assistant secretaries, in the order of their seniority, unless otherwise determined by the president or by the Board of Trustees, shall, in the absence of disability of the secretary. perform the duties and have the authority. and exercise the powers of the secretary. They shall perform. such other duties and have such other powers as the Board of Trustees may from time to time delegate. 6.i2 Treasurer. (a) ~e treasurer shall have the "custody of the corporate funds and securities and shall keep full and accurate accounts of rec~ipts and disbursements of the Corporation and shall deposit all monies and other valuables in the name and to the credit of the Corporation into depositories designated by the Board of Trustees. . (b) He shall disburse the funds of the Corporation as ordered by the Board of Trustees, and prepare financial statements each month or at such other intervals as the Board of Trustees shall direct. (c) . If required by the Board of Trustees, he shall give the Corporation a bond (in such form. in such sum, and with such surety or sureties as shall be satisfactory to the board) for the faithful performance. of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement, or removal from office all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the. Corporation. -12- . o Cd) He shall perform such other duties and have such other authority and' po~ers as the Board of Trustees may from time to time prescribe or as the president may from time to time delegate. ... - ~ 6.13 Assistant Treasurers. The assistant treasurers, in the order of their seniority, unless otherwise determined by the president or by the Board of Trustees, shall, in the absence of disability of the treasurer, perform the duties and have the authority and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe or as' the president may from time to time delegate. ARTICLE SEVEN Committees of Trustees 7.1 Executive Committees. By resolution adopted by a majority of the trustees in off'ice, the Board of Trustees may designate from among its members one or more executive committees, each of which shall. consist of three (3) or more trustees, including the chairman and the president of the Corporation, which executive committees, to the extent provided in such resolution, shall have and exercise the authority. of the Board of Trustees in the management of the affairs of the Corporation. However, the" designation of such executive committees and the delegation thereto' of' authority shall not operate to relieve the Board of Trustees, or any individual trustee, of 'any responsibility imposed upon it or him by law. . . . 7.2 Other Committees of Trustees. Other committees, each' consisting of two (2) or more trustees, not having and exercising the authority of the Board of Trustees in the management of the Corporation, may be designated by a resolution adopted by a majority of trustees present at a meeting at which a quorum is present. Except as otherwise provided in such resolution or in these bylaws. members of each such committee shall be appointed by the chairman of the Corporation. Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal. 7.3 Advisory and Other Committees. The Board of Trustees may provide for such other committees, including committees, advisory groups, boards of governors, etc., consisting whole or' in part of persons who are not trustees of the Corporation, as it deems necessary or desirable, and discontinue any -13- such.committee at its pleasure. It shall be the function and purpose of each such committee to' advise the Board of Trustees; and each such committee shall have such powers and perform such specific duties or functions, not inconsistent with the articles of inc~rporation'of the Corporation or these yylaws, as may be prescribed for it by the Board of Trustees. Appointments to and the filling ,of vacancies on any such other committees shall be made by the chairman of the Corporation unless the Board of Trustees otherwise provides. Any action by each such committee shall be reported to the Board of Trustees at its meeting next succeeding such action and shall be subject to control, revision, and alteration'by the Board of Trustees, provided that no rights of third persons shall be prejudicially affected thereby. 7.4 Term of Appointment. Each member of a committee shall continue as . . such until the next annual meeting of the Board of Trustees and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from'such committee, 'or unless such member shall cease to qualify.as a member thereof. . 7.5 Chairman. thereof. One member of each committee shall be appointed chairman 7.6 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. 7.7 Quorum. Unless otherwise provided in the resolution of the B9ard of Trustees designating a committee, a majority of the whole committee shall constitute' a quorum; and the act of a majority of members present at a meeting at which a quorum is present. shall be the act. of. the committee. ;; . 7.8 Rules. Each committee may adopt rules for its own government; so long as such rules are not inconsistent. with these bylaws or with rules adopted by the Board of Trustees~ ARTICLE EIGHT Special and Standing Committees 8.1 Finance Committee. The chairman. with the approval of and'after consultation ~th the Board of Trustees, may appoint a finance committee consisting of at least three (3) trustees of the Corporation. The finance committee shall have responsibility for the financial planning of the -14- ... -- .... -- ~ Corporation's affairs, including che shore and long-cerm budgets, the investments. of funds, and distributions and disbursements of funds, and such other corporation financial matters as may be assigned to it from time to time. In its budgetary functions the finance committee shall administer the development of current and long-term budgets of income and expenditures of the Corporation, recommend such budgets for approval, and review and'report on actual performance against approved budgets. It shall assure that the accounting records, procedures, and reports of the corporation are:adequate to enable this committee effectively' to meet its budgetary respons?ilities. The finance committee shall have the responsibility of ensuring that operations of the Corporation are. conducted in accordance with approved budgets. No personal liability shall attach to any members' of the 'finance' committee for losses. resulting from the exercise of their judgment in any decisions affecting the finances of the Corporation or from the exercise of their' judgment in the purchase or sale of securities and investment of funds of the Corporation. 8.2 Building and Grounds Committee. The chairman, with the approval of and after consultation with the Board of Trustees, may appoint a building and grounds committee which shall consist of at least two (2) trustees of the Corporation. The building and grounds committee shall have general responsibility for the physical plant of University Hospital and any other propeities and facilities owned or managed by the Corporation, as well as any additions, .alterations, repairs, and maintenance thereto and insurance therefor. 8.3 Soecial Committees. .The chairman, with the approval of the Board of Trustees, may appoint such other committees, sub-committees, or task forces as may be necessary or desirable and which. are not in conflict with other provisions of these bylaws; and the duties of any such committees shall be prescribed by the Board of Trustees upon their appointment. 8.4 Term of Apoointment. Each member of a committee shall continue as such until the next annual meeting of the Board of Trustees or until his successor is appointed, unless the committee shall be sooner terminated. or unless such member shall be removed from such committee, or unless such member shall cease to qualify as a member thereof. -15- 8.5 Chairman, Ex Officio Members. One member of each committee shall be appointed chairman thereof. The chairman may' appoint members to his respective committee who shall be such persons (either trustees, employees or agents of the Corporation. or other persons) as the chairman deems appropriate for the committee. 8.6; Vacancies.. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. "" 8.7 Quorum. Unless the Board of Trustees directs otherwise, a majority of the whole committee shall constitute a quorum; and the act of a majority of the members presen~ at a meeting at which a quorum is present shall be the act of the committee. 8.8 0 Rules. Each committee may adopt rules for its own government, so long as such rules are. not inconsistent with these bylaws or yith rules adopted by the Board of Trustees. 8.9 Medico-Administrative Liaison.' Effective and continuous liaison shall be maintained among the Board of Trustees of the Corporation. the~ Board of Trustees of University Health, Inc., the Medical Staff, and the University Hospital administration. The Board of Trustees is authorized and empowered to ..implement such requirements as it deems appropriate and to includ~ as committee members. representatives of the Boards of Trustees of the Corporation and University Health, Inc.,. Medical Staff, and University Hospital administration. In addition, the chairman of the Board of Trustees of University Health, Inc., or his designee, and the' president of the Medical Staff, or his designee, shall be invited to attend the regular meetings of the Board of Trustees and 'shall be invited to report on activities and present recommendations of the Board of Trustees of University Health, Inc. and of the Medical Staff, respectively, and shall be invited to participate in assisting the.Boar~ of Trustees or the Corporation to assess its goals, policies, plans and programs.o ARTICLE NINE Professional Services 9.1 Or~anization. Appointments, and Hearings. (a) The Corporation shall organize the physicians and appropriate other -16- A . o "=" :personsgrant~d pra'c~ice privileges in.University Hospit'al in1:o' a medical staff under ~edical'~affbylaws approved by the Corpora1:iono TheCorporat~on 'shall consider'recommenda1:ionsoi the ~edical s1:aff .. and appoint to-che :medical staff, "innumbersaPl''ropriate to 1:he hospital's needs, physicians ~d 'others vho meet ~he ~ualifications for membership as set forth in the bylaws of the medical staff. Each member,'of the medical -st'aff sball haveappro-pria"t:e,.authority and responsibili.ty for1:he care -of his patien"t:s subject. to such l~itations .as are contained in thes~ bylaws and in' the byla~s. rules, and regulations for the medical 'staff and subject, further, to any limitations' attached to his appointment. .. . : . :..~ '. ~:,; :~ :~ .: .. r.. .' . . ,. '- '. : . '. .. - .,..: : .... (b) All appl~cations. forappoin~en~ to the medical staff shall be in ~ting .and addressed to the ~hief Executive 'Officer'of the hospital. ~e applications shall contain full information concerning the applicant's education~'licensure, practice, previous hospital ~~~rience, and any unfavorabl~ h"istory with regard to licensure and hospital privileg~s. This information shall be verified by the :Credentials Committee of the Medical Staff. ..,.. . ,. . .- .... ... ..- (c) "-II appointments .to the medical staff shall be consistent with the' medical staff bylaws, renewabl~ by .the Dorporation pursuant 'to fo-rmal reapplication.. When an appointment is not to be renewed~ or ~:when privileges have been .or are proposed to 'be reduced; altered, suspended, or .terminated, the staff member shall "be. afforded the -opportunity :o.f 'a hearing as p.rovid-ed in tbe :medi:cal staff bylaws. Such hearing shall be conducted und'er :procedui:~s adopted by the Co:rporcu:ion ''SO as .to ensure '.due process' ann to afford ful1. . ., . ()Pportunity -for the presentation -of all .pertinent 'information. . {d) The bylaws and rul~s and regula.t:ions of the -medical staff will govern the medical staff activi~ies .after their approval by the 'Corporation. . 9.2 Medical.Care Evaluation. !(a) The Corporation shall, in the 'exe.rcise of its 'overall responsibility, assign to the medical staff reasonabl'e authority. for ensuring appropriate professional care to the hospital's patients. -17- .- .. - - ~ :pers"Onsgrcmt~d p:ra:c"tice privile~ inUniversity Hospit'al into 'a ~edical staff under ~edical'S"taffbylaw5 approved by the Corporation. The 'Corporat~onshall cunsid~:r'recommendationsof' "the ~edical staff ., and appoint: to the ~edical .staff, i-nnumbersapp:ropriate to the hospita1~s needs, physicians and 'others vho ~eet the ~ualifications for membership as set forth in the bylaws of the medical staff. Each member,'of themedi-cal staff shall have approprlat:.e, .au~hority 'and responsibili.ty for the care -of his .patient:s subject. to -such l~itations .as are contained in thes~ bylaws and in' the bylaws, rules, and regulations for the ~edical 'staff and subject, further, to any liinitations' attached .to his appointment. ":.::. : ~:; :~:~.: .~. ,"," ... . ....... . ..... . . ~ - '..': ::. {b) All applications. for' app 0 int:ment 1:0 1:he medical staff shall be in ~ting .and addressed 1:0 the ~hief Executive 'Officerof the hospital. Lhe applications shall contain full information concerning the applicant's education~'licensure, practice, previous hospital ~~~rience, and any unfavorabl~ hi-story with regard to licensure and hospital privile~es. This information shall be verified by the :Credentials Committee of the Medical Staff. {C} All appointments .to the medical staff shall be consistent with the' medical staff bylaws, renewable by the ~orporation pursuant 'to fo-rm.al reapplication.. When. an appoint:m.ent is not to be renewed, or ~:When :privileges have been .or are proposed to be reduced; altered, suspended, .o-r .terminated, the st:aff :member shall "be.afforded the -opportunity :o.f 'a hearing as p.rovid-ed in :the 1l1edi~al staff bylaws. Such .hearing shall be condtreted und-e-r l'rocedur~s adopted by the Co:rpo-ra:tion ''SO :as to ensure '.due pTocess' an-d 1:0 afford full . .. <:lpportunity "fo-r the :presentation -of all .pertinent: 'informat:ion. . (d) The bylaws and rules and regula.tions of the "1IledicaJ.staff vill ~overn tbe medical staff activi~ies .aft-er their approval by the 'Corporation. . 9.2 Medical .CareEvaluat'ion. \a~ The Corporation shall, in tbe 'exercise of its 'overall responsibility, assign to the medical st'aff reasonabl-e authority for ensuring appropriate professional care to the hospital~s patients. -17- (b) The medical staff shall conduc~an ongoing re7iew and appraisal of the quality of professional care rendered' in University Hospital and shall report such ac~ivities and their results to the Corporation. . (c) '. .. The medical staff shall make recommendations to the Corporation concerning: (i) appointments, reappointments, and other changes in staff status; (ii) granting of clinical privileges; (iii)~ disciplinary actions; (iv) all matters relating to professional competency; and. (v) such specific mat~ers as may be referred to it by the Corporation. ~. . ARTICLE TEN Volunteer'Services 10.1 ~oments Board. The Women's Board of the University Hospital shall be the official volunteer organization of the hospital. The Women's Board will cause to be written a constitution and bylaws which will be submitted to the Corporation for approval, if the same differ from the constitution and bylaws of ~he Women's Board in existence at the time' the lease between RCHA and the'Corporation becomes effective.- 10.2 Other Volunteers. .Other volunteers will be encouraged to assist at Unive~~ity Hospital. '-.I 10.3 Clergy Staff. The Clergy Staff.of the University Hospital shall be the official organization of the area clergy.' Guiding policies and bylaws of the Clergy Staff shall be submitted. to the Corporation for approval, if the same differ from those policies and bylaws in existence on the effective date. of the' aforesaid lease. ARTICLE ELEVEN Contracts, Checks, Deposits, and Funds 11.1 Contracts. The Board of Trustees may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or 'execute and deliver any instrument in the name and 00 behalf of the Corporation. Such authority must be in writing and may be gen'eral or confined to specific instances. -18- 11.2 Checks, Drafts. Notes, Etc. All checks. draf:s or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by the treasurer and countersigned by the president or the chairman, and may be signed by such other officer or officers, agent or agents, of the Corporation and in such'manner as may from time to time be determined by resolution of the Board of Trustees. 11.3 Denosits. 'All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Trustees may select. .. 11.4 Gifts. The Board of Trustees may accept on behalf of;the Corporation any contribution, gift, bequest, or devise for the general purposes or for . any special purpose of the Corporation. ARTICLE TWELVE Indemnification and Insurance .. '''..- 12.1 Indemnification. In the event that any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, . administrative or investigative, seeks indemnification from the Corporation against expenses, including attorneys' fees (and in the case of actions othe~;than those by or in the right of the Corporation, judgments, fines and amounts paid in settlement), actually and reasonably incurred by him in connection with such action, suit, or proceeding by reason o~.~h.~ fact that such person is or was a director, officer, employee,. trustee or agent of the Corporation, or is or was serving at the request of the Corp~ration as a director, officer, employee, trustee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enteriprise, then, unless such indemnification is ordered by a court, the Corporation shall determine. or cause to be determined, in the manner provided under Georgia law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in Georgia..lC!-w;..and, to the extent it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law. -19- .. . ~ 12.2 Indemnificacion Noc Exclusive of Other Righcs. The indemnificacion provided in Section 12.1 above shall noC be deemed exclusive of any other rights to which those seeking indemnificacion may be entitled under the articles of incorporation or bylaws, or any agreement, vote of members or disinteresced truscees, or otherwise, bpth as to action in his official capacity and as to accion in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, trustee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person. 12.3 Insurance. To the extent permitted by Georgia law, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, trustee, or agent of the Corp'oration~ or is or was serving a~ the request of the Corporation as a director, officer, employee, trustee, or agent of another corporation. domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise.. 13.1 Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the.proceedings of its members, Board of Trustees, and 'committees having any of the authorfty of the Board of Trustees. The Corporation shall keep at its registered or principal office a record giving the names and addresses of the trustees. 13.2 Open Records. The Corporation shall comply. with O.C.G.A. 9 50-18-70 et seq. (commonly known as the Open Records Act). as the same now'exists or may hereafter, from time to time, be amended, as if the Corporation were a hospital.authority. 13.3. Corporate Seal. The corporate seal (of which there may be one or more exemplars) shall be in such form as the Board of Trustees may from time to time determine. 13.4 Fiscal Year. The Board of Trustees is authorized to fL~ the fiscal year of the Corporation and to change the same from time to time as it deems appropriate. -20- . . . 13.5 Internal Revenue Code. . All. references in these bylaws to sections of the Internal Revenue Code shall be considered references to the Internal Revenue Code of 1954, as from time to time amended, to the corresponding provisions of any applicable future United States Internal Revenue Law. and to all regulations issued under such sections and provisions. .. .. 13.6 Construction.' Whenever'the context so requires, the masculine shall include the feminine and neuter. and the singular shall include the plural. and conversely. If any portion of these bylaws shall be invalid or inoperative, then, so far as is reasonable and possible: (a) The remainder of these bylaws shall be considered ~alid and operative. (b)' Effect shall be given to the intent manifested by the portion held invalid and inoperative. 13.7 Table of Contents; Headings. The table of contents and headings are for organization, convenience and clarity. In interpreting these bylaws, they shall be subordinated in importance to the other written material. 13.8 Relation of Articles of Incorooration. These bylaws are.subject to, and governed by, the articles of inc9rporation. ~:. 'ARTICLE FOURTEEN' Amendments 14.1 Power to Amend Bylaws. Subject to the provisions of Section 2 of this Article, the Board of Trustees shall have the power to alter, amend, or repeal these bylaws, or adopt new byl~s;'provided, however, that the Board of Trustees shall have no power or authority to make any changes in the bylaws which would in any way diminish or derogate from the power of the Board of Trustees of University Health, 'Inc., with respect to the appointment and/or removal of trustees of the Corporation or otherwise. 14.2 Conditions. Action by the Board of Trustees with respect to bylaws shall be taken by the affirmative vote of a majority of all trustees then holding office. Anything in these bylaws to the contrary notwithstanding. no action with respect to the bylaws shall be taken without the prior written approval of the Board of Trustees of University Health, Inc. -21- . I) ARTICLE FIFTEEN Ta."'<-Exempt Status . 15.1 Tax-~"'<empt Status. The affairs of the Corporation at all times shall he conducted in such a manner as to assure its status as a "publicly sup~ortedtf organization as defined in section 509(a)(1) or section 509(a) (2) or section S09(a) (3) of the Internal Reven~e Code, and so in other ways to qualify for exemption from tax pursuant to section 501(c)(3) of the Internal Revenue Code. .... ARTICLE SIXTEEN Adoption of Bylaws University Health Services, Inc. was organized under the laws of the State of Georgia on May 31, 1984. These bylaws were adopted by resolution of the Initial Board of Trustees of the Corporation and became effective on the 11th day of July, 1984. ARTICLE SEVENTEEN* Reversion of Assets 17.1 ...Reversion of Assets to RichIIiond County Hospital Authority. At such time as the lease between Richmond County Hospital Authority and University Health Services, Inc. shall terminate, the Corporation shall cause all of its assets in existence at such time to be transferred to Richmond County Hospital Authority or, in the event a transfer may not be accomplished because of some legal impediment, the Corporation shall hold said assets as the same exist at the time said lease is terminated in trust for the exclusive benefit of University Hospital, Augusta, Georgia. ARTICLE EIGHTEEN* Financial Disclosures. 18.1 Financial Disclosures. Annually the Corporation shall. furnish or cause to be furnished to the Richmond County Hospital Authority, and make available. for public inspection, a consolidated, audited, financial statement, including the balance sheet and the profit and loss statement for the preceding fiscal year. Such statement shall be prepared by an independent certified public accountant. There shall he consolidated into said financial statement the operations of University Health. Inc. and all affiliated or subsidiary corporations. Moreover. there shall be furnished to Richmond County Hospital Authority, and made available for public inspection, periodic, consolidated financial operating statements. -22- *Scrivener's error in officical amendment. . . - - .... ATTEST: \:. () \~nl~ Secretary [CORPORATE SEAL} 0... APPROVED:, UNIVERSITY Hl".L:.ALTH SERVICES. INC. -23- BY: c:7 ~-t Q/~J- Chairman 4~:1 ..' ...., "or ", ,0' .,\! i' -'. ....... :. \ . . ..... .': '. '. .' '. . . .,. .., , ; ":.. 'I '0". ". ~ ;.:' I .,' : : \" ......:<::.. ('.. .':,. ..,: t": 00 . .. -. - -. ."" . . .. ;l~~;~:. . .;... ....w. si;L'~f,'1:i~;'tt:~~1 :'s~';~.:~~n i,: ......~.........v:....(~~~4;........,:O..:T..t ~~~~~.~~:}t\~?~~~...:-~- .~:~;~~..~ . " ..:.... ...... . ........ ." '.~: . .: ... ~. ~;:~1~~it!tt~si::~ '. ...".,. ~.: ..... ..... ...... "'": .....~,~~:;;:;:(: ':..\" -. .' .: . -' . : . \ ' ~~ , ;:..~;~f~f:;~:.~/~~~:?::)~~; ". ..~:.... .. . . ", .~: :: a . /, ,"'" O'f".cc" KNOX & ZACKS .. ..-orc.~ ~,.o-t ""'"C'CA~__.' '-'lO .... Lac.. ''''-...0-0 Q.. ~... -" '.. r'-<1oIlo W......c. aooaC. o-....~ I..-c.. C. .. C"-o '(OM.~ . Hay JO, 1984 ,- .' , . .' ."" Office of the" Secretary of State Corporations Division Floyd Tavera Plaza Level - Vest 200 Piedmont Avenue, Yest Atlanta, Georgia 30334 Dear Sirsl "c"lIC.~'4 ~"<c. '''-1 C<o-o- ,,_,,-0-.0 ...... e..OG. """01' o.-'roec aoc ...0-.1 AvGow..,.. G<O~.>>oeO.I .-o-e. "........... A'"_,,.. ~,<C. $",,'C ....0 co.J.,.....c .""\.01-0 100 P'C...c_"-cc s,-cc". ... w A............ e.c~ .JoO004J I~ ."....0 Ac....,. To: I. ~1yck A. Xnox. Jr., do hereby consent to serve as .regiscered agenc for che corpor~c~on. Univcrsicy Healch Services, Inc.. The address of said registered agenc: 1s Suite 1212, Georgia .ailrO:d/~n,_k~U.il~~~_ 6~.9, Broad Street, Augo.ta, Georgia J090~,--,-Cl.c ~_____ .')4 triCK. A. 4G'IOX, JR.. L' WAKjr/cs . . -' -- -- i;:~it~~j~f" .' . . ".. " ... " .' ::.~ .... ..' "."....' 0":' :-:', eO': . .' .-,' -,' .: -< !....~F :.:'~:2'~~,,::,;>: J,":;:: ',; . ':";':'.. ", '0: ~ :;..: ,'''-:: ;.../,.:..~~':~~:~./ . ~:.:: ...:,'. ': '. 4....: . i; .... ~ . . ." .. ~;.:.~ ~ ~ . ,~ . . ~~: : ',;., ../ :/:~~;;.: .':: ::~S,'~: : .<,,:,,:. ,'! ...~;" . I "; ...:'.:~..,,:>,~l ::'." .. '! .... 'j "'" ':-,-:,.; . ';:;,":, ''; .... '0. . -- ~ J~ C(ff~ Y~O/Y/ate,o/l/U?/.9ta/e-o/ ~~ da,~~2/ud . . "UNIVF.RS[1l' IIl::AtTII S~:RV[CI::S. 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Incorporated under the laws of the State of Georgia Adopted by the Initital Board of Trustees on the 11th day of July, 1984 .- . - - UNIVERSITY HEALTH SERVICES, INC. B Y LAW S TABLE OF CONTENTS PAGE ARTICLE ONE - NAME, LOCATION AND OFFICES Section 1.1. Section 1.2 Section 1. 3 1 Name Registered Office and Agent Other Offices 1 1 1 ARTICLE TWO - PURPOSES AL'ID GOVERNL'lG INSTRUMENTS Section 2.1 Section 2.2 Section 2.3 1 Nonprofit Corporation Charitable, Educational. and Scientific Purposes Governing Instruments 1 1 2 ARTICLE THREE - BOARD OF TRUSTEES Section 3.1 ':...' Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 Section 3.7 Section 3.8 Section 3.9 Section 3.10 Section 3.11 2 Authority and Responsibility of t~e Board of Trustees 2 Initial and Regular Boards of Trustees 4 Manner of Election and Term of Office 4 Removal 5 Vacancies 5 Committees of the Board of Trustees 5 Compensation 5 Members of Richmond County Hospital Authority as Trustees 6 Employees as Trustees 6 Medical Staff Membership 6 Conflicts of Interest 6 -i- . . ... TABLE OF CONTENTS (continued) PAGE ARTICLE FOUR - MEETINGS OF THE BOARD OF TRUSTEES 6 .. Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section' 4~6 Section 4.7 Section 4~8 Section 4.9, Section 4.10 Section 4.11 Section 4.12 Place of Meetings Annual Meeting; Notice Regular Meetings; Notice Special Meetings; Notice Waiver QU010JIll Vote Required for Action Action by Trustee Without a Meeeing Telephone and Similar Meetings Adjournments Attendance at Meetings Open Meetings 7 7 7 7 7 7 8 8 8 8 8 8 ARTICLE FIVE - NOTICE AND WAIVER 9 Section 5. 1 S.~ction 5.2 ARTICLE SIX - OFFICERS Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Section 6.7 Section 6.8 Section 6.9 Section 6.10 Section 6.11 Section 6.12 Section 6.13 Procedure Waiver 9 9 9 Number and Qualifications Election and Term of Office Other Agents Removal Vacancies Chairman Vice Chairmen President Vice Presidents Secretary Assistant Secretaries Treasurer Assistant Treasurers 9 9 10 10 10 10 10 11 11 11 12 12 13 -ii- e. . -. TABLE OF CONTENTS (continued) ARTICLE SEVEN - COMMITTEES OF TRUSTEES Section 7.1 Section 7.2 Section 7.3 Section 7.4 Section 7.5 Section 7.6 Section 7.7 Section.7.8 Executive Committees Other Committees of Trustees Advisory and Other Committees Term of Appointment Chairman Vacancies Quorum Rules ARTICLE EIGHT - SPECIAL &~ STANDING COMMITTEES Section 8.1 Section 8.2 Section 8.3 Section 8.4 Section 8.5 S.ection 8.6 '~;'ection 8.7 Section 8.8 Section 8.9 Finance Committee Building and Grounds Committee Special Committees Term of Appointment Chairman. Ex Officio Members Vacancies Quorum Rules Medico-Administrative Liaison - . ARTICLE }.TINE - PROFESSIONAL SERVICES Section 9.1 Section 9.2 Organization, Appointments and Hearings Medical Care Evaluation ARTICLE TEN - VOLUNTEER SERVICES Section 10.1 Section 10.2 Section 10.3 Women's Board Other Volunteers Clergy Staff -iii- PAGE 13 13 13 13 14 14 14 1t&. 14 14 Ii 15 15 15 16 16 16 16 16 16 16 17 18 18 18 18 . .. - - TABLE OF CONTENTS (continued) PAGE ARTICLE ELEVEN - CONTRACTS J CHECKS, DEPOSITS, AND FUNDS -. Section 11.1 Section 11.2 Section 11.3 Section 11.4 18 Contracts Checks, Drafts, Notes, Etc. Deposits Gifts 18 19 19 19 ARTICLE TWELVE - INDEMNIFICATION AND INSURANCE Section 12.1 Section 12.2 Section 12.3 19 Indemnification 19 Indemnification Not Exclusive 'of Other Rights 20 Insurance 20 ARTICLE THIRTEEN - MISCELLANEOUS Section 13.1 Section 13.2 Section 13.3 ,-Section 13.4 Secti.on 13.5 Section 13.6 Section 13.7 Section 13.8 20 Books and Records Open Records Corporate Seal Fiscal Year Internal Revenua Code Construction Table of Contents; Headings Relation to Articles of Incorporation 20 20 20 20 20 21 21 21 ARTICLE FOURTEEN - AMENDMENTS Section 14.1 Section 14.2 21 Power to Amend.Bylaws Conditions 21 21 ARTICLE FIFTEEN - TAX - EXEMPT STATUS Section 15.1 22 Tax - Exempt Status 22 -iv- e. . TAELE OF CONTENTS (continued) - PAGE ... ARTICLE SLTIEEN - ADOPTION OF BYLAWS 22 ARTICLE SEVENTEEN - REVERSION OF ASSETS 22 . .. Section 17.1 . . Reversion of Assets 22 ... ARTICLE EIGHTEEN - FINANCIAL DISCLOSURES 22 Section 18.1 Financial Disclosures 22 ':...' -v- . BYLAWS I) OF UNIVERSITY HEALTH SERVICES, INC. Incorporated under the la~s of the State of Georgia ARTICLE ONE Name, Location. and Offices 1.1 Name. The name of this Corporation shall be University Health Services, Inc. 1.2 Registered Office and Agent. The Corporation shall maintain a registered office in the State of Georgia, and shall have a registered agent whose address is identical with the address of such registered office, in accordance with the ~equirements of the Georgia Nonprofit Corporation Code. 1.3 Other Offices. The Corporation may have other offices at such place or places, ~ithin or without the State of Georgia, as the Board of Trustees may determine from time to time or the affairs of the Corporation may require or make desirable. ARTICLE TWO Purposes and Governing Instruments 2.1 Nonp~ofit Corooration. The Corporation shall be organized and operated as a nonprofit corporation under the provisions of the Georgia Nonprofit Corporation Code. 2.2 Charitable. Educational, and'Scientific Purposes. The Corporation is a voluntary association of individuals, the purposes of which, as set forth in the articles of incorporation. are exclusiv"ely charitable.. educational~ and scientific within the meeting of section ~01(c)(3) of the Internal Revenue Code. The Corporation was created to lease and operate University Hospital and related liospital faciliti.es in Augusta, Georgia, as an acute care general hospit~l for the benefit of the general public, and its purposes shall include, but shall not be limited to, the following: (a) To provide hospital or medical care and serVices and to carry out, directly, or indirectly. related health care functions; (b) To own and' operate. directly or indirectly, hospitals, health care facilities, and other related facilities; (c) To promote the delivery of h~alth care to the general public by providing services and resources to hospitals and other health care organizations; and - 1 - . .. (d) To perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful, advisable, or conducive, directly or indirectly, as set forth in the articles of incorporation and these bylaws, including the exercise of all other power and authority enjoyed by corporations generally by virtue of the provisions of the Georgia Nonprofit Corporation Code (within and subject to the limitations of section 501(c)(3) of the Inzernal Revenue Code). .-. 2.3 Governing Instruments. The Corporation shall be governed by its articles of incorporation and these bylaws. For purposes of the articles of incorporation and these bylaws, the term "trustee" or "trustees" or "Board of Trustees" shall be equivalent to the corresponding term "director" or "direc.tors" or "Board of Directors," as provided in the Georgia Nonprofit Corporation Code. ARTICLE THREE Board of Trustees 3.1 Authority and Responsibility of the Board of Trustees. (a) The supreme authority of the Corporation and the government and management of the affairs of the Corporation shall be vested in the Board of Trustees; and all the powers. duties. and functions of the Corporation conferred by the articles of incorporation, these bylaws, states . statutes, common law, court decisions, or otherwise, shall be exercised, per~ormed or contr~lled by the Board of Trustees. (b) The governing body of the Corporation shall be the Board of Trustees. The Board of Trustees shall have supervision, control and direction of the management, affairs. and property .of the Corporation;. shall determine its policies or changes' therein; and shall actively prosecute its purposes and objectives and supervise the disbursement of its funds. The Board of Trustees. may adopt, by majority vote. such rules and regulations for the conduct of its business and.the business of the Corporation as shall be deemed advisable, and' may, in the execution of the powers granted, delegate certain of its authority and responsibility to an executive committee. Under no circumstances, however, shall any actions be taken which are inconsistent with the articles of incorporation and these bylaws or which are inconsistent or in any way in conflict with any actions or directions of the Board of Trustees of University Health, Inc., a Georgia nonprofit corporation which qualifies as a public charity for federal tax purposes; and the fundamental and basic purposes of the Corporation, as expressed in the articles of incorporation and these bylaws, shall not be amended or changed. (c) The Board of Trustees shall not permit any part of the net earnings or capital of the Corporation to inure to the benefit of any member, director. officer. trustee, or other ?rivate person or individual. (\ -~ - .:i .. - . Cd) The Board of Trustees may, from time to time, appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the purposes and functions of the Corporation. Ce) The Board of Trustees is authorized to employ such person or persons. including an executive director or officer. attorneys, trustees. agents, and assistants, as in its judgement are necessary or desirable for the administration and management of the Corporation. and to pay reasonable compensation for the services performed and expenses incurred by any such person or persons. (f) Anything in these bylaws to the contrary notwithstanding, the trustees of the Corporation elected after the first regular Board of Trustees shall be appointed by the Richmond County Hospital Authority; however, each person so appointed shall be one of three persons nominated for such position by University Health, Inc. University Health, Inc. shall have full power and authority to review and approve in advance both short term and long term budgets, capital and operating, of income and expenditures of' the Corporation, and to exercise such other supervision and control over the affairs and property of the Corporation as the Board of Trustees of University Health, Inc. may deem necessary or desirable to ensure that the charitable, educational and scientific purposes and functions of the Corporation are carried out. 3.2 Initial and Regular Boards of Trustees. The initial trustees of the Corporation shall be the persons whose names and addresses appear in the articles..af incorporation of the Corporation filed ~ith Secretary of State of Georgia o~ May 31, 1984,. and who shall serve until a regular Board of Trustees has been appointed by the Board of Trustees of University Health, Inc. in the manner prescribed :in Section 3.3 of these bylaws. Succeeding the initial trustees, thereguJ.ar'.Board .of Trustees shall consist of the chairman and' the president of the.Corp'oration, which officers shall'be trustees by virtue of their election to such offices (except that the President shall be ex officio and shall not have a: vote), together with such other trustees as may be appointed from time to time in accordance. with these bylaws. There shall be a minimum of six (6) trustees, and a maximum of twelve (12) trustees, and the Board of Trustees is authorized to fix by resolution the exact'number of trustees from time to time. Anything in these bylaws to the contrary no rwi ths tanding , at no time shall persons who are serving from time to time as members of the Board of Trustees of the Corporation comprise more than one-half of the members of the Board of Trustees of University Health, Inc. Promptly after formation of the Corporation. the Board of Trustees of University Health, Inc. shall appoint a regular Board of Trustees as provided in Section 3.3 below. All persons elected trustees following the election of the first regular Board of Trustees shall be appointed by the Richmond County Hospital Authority; however, each such person so appointed shall be one of three persons nominated for such position by University Health, Inc. - 3 - . . 3.3 Manner of Appointment and Term of Office. As provided in Seccion 3.2 above, the. regular trustees of the Corporation shall be appointed by the Richmond County Hospital Authority, and each trustee shall continue in office for a term of three (3) years and thereafter until his successor shall have been elected and qualified or until his earlier death, resignation, retirement. disqualification, or removal. Ho~ever. when the first regular Board of Trustees is appointed as provided in Section 3.2 above, approximately one-third (1/3) of the trustees then appointed shall serve for an initial term of one year, approximately one-third (1/3) of the trustees then appointed shall serve for an initial term of two years, and approximately one-third (1/3) of the trustees then appointed shall serve for an initial term of three years. Thereafter, trustees shall be elected for terms of three (3) years; and the terms of the trustees shall be staggered so that the.terms of. not less than approximately one-third (1/3) are expiring in anyone year. There shall be no limitation on the number of successive terms of office for which a trustee may serve; ho~ever. no trustee shall be eligible for election or re-election to the Board of Trustees after having attained the age of seventy-five (75) years. 3.4 Removal. Any trustee may be removed. either for or without cause, by the Board of Trustees of the Corporation or by vote of a majority of the Board of Trustees of the Corporation. A removed trustee's successor may be appointed by the Richmond County Hospital Authority pursuant to provisions of paragraph 3.3 above to serve the unexpired term. Failure to attend sixty (60%) percent of the meetings of the Board of Trustees held in any fiscal year of the Corporation shall operate as a tender of resignation, and such trustee may be removed from the Board. to.' 3.5 Vacancies. Any vacancy in the Board of Trustees ar~s~ng at any time and from any cause, including the authorization of an increase in the number of trustees., shall be filled by appointment of the Richmond County Hospital Authority; however, each such person so appointed shall be one of three > persons nominated for such position by University Health. Inc. Unless otherw~se prov~ded. each trustee so appointed shall hold office unt~l the expiration of his term or the expired term of his predecessor as the case may be or until his successor is elected and qualifies. 3.6 Committees of the Board of Trustees. By resolution adopted by a majority of the full Board of Trustees, the Board of Trustees may designate from among its members one or more executive committees, each consisting of three (3) or more trustees, which number shall always include the chairman and the president of the Corporation. By resolution adopted by a majority of trustees present at a meeting at which a quorum is present, the Board of Trustees may designate from among its members one or more other committees. each consisting of two (2) or more trustees. Except as prohibited by law, each committee shall have the authority as set forth in the resolution establishing said committee. See also Article Seven ("Committees of Trustees"). 3.7 Compensation: No trustee shall receive compensation for his services as a trustee of the Corporation but may be reimbursed for his actual expenses incurred in the performance .of his duties or, in the alternative, the trustee may elect to be reimbursed for such expenses on a per diem basis in such l amcunt as is allo~ed by la~ for members of a hospital authority. ( c.... . . 3.8 Members of Richmond Councy Hosoical Auchoricy as Trustees. Three members of che regular Board of Truscees of the Corporation shall be selected from the membership of the Richmond County Hospital Auchority and at all times, except as provided belo~. three members of the Board of Trustees of the Corporation shall be then serving members of the Richmond County Hospital Authority. If necessary, a member of the Board of Trustees may be removed and a successor elected at any time in order to maintain a board which includes three then serving members of the Richmond County Hospital Authority. Notwithstanding the above. the requirement that three members of the Board of Trustees of the Corporation be then serving members of Richmond County Hospital Authority is expressly conditioned on there being, from time to time, three members of Richmond County Hospital Authority who are willing and able to serve as members of the Board of Trustees of the Corporation. If at time there are less than three members of Richmond County Hospital Authority who are willing and able ~o serve on the Board of Directors, then the trustees of the Corporation shall be required to include only as many members, if any, of Richmond County Hospital Authority who are willing and able, from time to time, to serve as members of the Board of Trustees of the Corporation. Each class of the tr~stees (as provided in paragraph 3.3 above) shall include one member of the Richmond County Hospital Authority provided that at least three such members are serving as trustees of the Corporation. ... 3.9 Employees as Trustees. Notwithstanding any other provision of these bylaws to the contrary, no more than one person employed by the Corporation or by its affiliated corporations.may serve as a member of the Board of Trustees. 3.10 Medical Staff Membership. One member of the Board of Trustees shall be an active member of the Medical Staff ,of University Hospital. The Medical Staff shall nominate ten (10) persons for such position to University Health, Inc. and University Health, Inc. shall select three (3) of those nominees for.such position. The person who shall serve shall be: appointed. by Richmond County Hospital Authority from the three ~ominees submitted by University Health, Inc. . 3.11 Conflicts of Interest. The Corporation may purchase from, se~~ to. borrow from, ~oan to, contract with or otherwise deal ~th any member or organization or person with which any trustee is.any way interested or involved provided both the Corporation and the trustee comply with the provisions of O.C.G.A. ~ 31-7-74(b) and (c) as the same now exists or may hereafter, from time to time, be amended. ARTICLE FOUR Meetings of the Board of Trustees 4.1 Place of Meetings. Meetings of the Board of Trustees may be held at any. place within or without the State of Georgia as set forth in the notice thereof or in the event of a meeting held pursuant to waiver of notice, as may be set forth in the waiver, or if no place is so specified. at the principal office of the Corporation. - 5 - . . 4.2 Annual Meecing; Nocice. The annual meecing of che Board of Trustees shall be held ac such place as che Board of Truscees shall decermine on such day and ac such c~e as che Board of Truscees shall designace promptly following the annual meeting of University Health, Inc. Unless waived as concemplated in Section 5.2, nocice of the time and place of such annual meecing shall be given by the secretary either personally or by telephone or by mail or by telegram not less than ten (10) nor more than fifty (50) days before such annual meeting. - 4.3 Regular Meecin~s; Notice. Regular meecings of che Board of Trustees shall be held from time to time between annual meetings at such times and ac such places' as the Board of Trustees may prescribe. Notice of the time and place of each such regular meeting shall be given by the secretary either personally or by telephone or by mail or by telegram not less than ewo (2) nor more than thirty (30) days before such regular meeting. 4.4 Special Meetings; Notice. Special meetings of the Board of Trustees may be called by or at the request of the chairman or the president or by any three (3) of the trustees in office at that time. Notice of the time, place and purpose of any special meeting of the Board of Trustees shall be given by che secretary either personally or by telephone or by mail or by telegram at least twenty-four (24) hours before such meeting. 4.5 Waiver. Attendance by a trustee at a meeting shall constitute waiver of notice of such meeting, except where a trustee attends a meeting for the express purpose of objecting to the transaction of business because the meeting :f:.s not lawfully called. See also Article Five ('INotice and Waiver"). '--, i" ( 4.6 Quorum. At meetings of the Board of Trustees, a majority of the trustees then in office shall be necessary to constitute a quorum for the transaction of business. In no case, however, shall less than four (4) trustees constitute a quorum. r :; 4.7 Vote Required for Action. Except as otherwise provided in these bylaws or by law, the act of a majority of trustees present at a meeting at which a quorum is present. at the time .shall be the act of the Board of Trustees. Adoption, amendment and repeal of a bylaw are provided for in Article Fourteen of these bylaws. Vacancies in the Board of Trustees may be filled as provided in Section 3.5 of these bylaws. 4.8 Action by Trustees Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Trustees may be taken without a meeting if a consent, in writing, setting forth the action so taken is signed by all the members of the Board of Trustees. Such consent shall have the same force and effect as a unanimous vote at a meeting. The signed consent, or a signed copy, shall be placed in.the minute book. 4.9 Teleohone and Similar Meetings. Trustees may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons parcicipating in the meeting can hear each other. Par:icipation in such meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express ~ purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. . . 4.10 Adjournments. A meeting of the Board of Trustees, whether or not a quorum is present. may be adjourned by a majority of the trustees present to reconvene at a specific time and place. It shall not be necessary to give notice of the reconvened meeting or of the business to be transacted, other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting which was adjourned. -. 4.11 Attendance at Meetings. Members of the Board of Trustees shall attend all meetings unless absence is unavoidable. 4.12 Open Meetin~s. seq. (commonly known hereafter, from time hospital authority. The Corporation shall comply with O.C.G.A. 3 50-14-1 et as the Sunshine Law) as the same now exists or may to time. be amended, as if the Corporation were a ARTICLE FIVE Notice and Waiver 5.1 Procedure. Whenever these bylaws require notice to be given to any trustee, the notice shall be given as prescribed in Article Four. Whenever notice is given to a trustee by mail. the notice shall be sent by first-class mail by depositing the same in a post office or letter box in a postage prepaid sealed envelope addressed to the trustee at his address as it appears on the books of the Corporation; and such notice shall be deemed to have been given at~~he time the same is deposited in the United States mail. Notice shall be deemed to have been given by telegram or cablegram at the time notice is filed with the transmitting agency. 5.2 . Waiver..-' Whenever any notice is required to be given to any trustee by law, by the articles of incorporation, or by these bylaws, a waiver thereof, in writing, signed by the trustee entitled to such notice, whether before or after the meeting to which the waiver pertains, shall be deemed equivalent thereto. ARTICLE SIX Officers 6.1 Number and Qualifications. The executive officers of the Corporation shall consist of a chairman, one or more vice chairmen as determined or designated by the Board of Trustees. a president, one or more vice presidents as determined or designated by the Board of Trustees, a secretary. and a treasurer. With the written approval of the Board of Trustees of University Health, Inc., the Board of Trustees of the Corporation shall from time to time create and establish the duties of such other officers or assistant officers as it deems necessary for the efficient management of the Corporation; but the Corporation shall not be required to have at any time any officers other than a chairman, a president. a secretary. and a treasurer. Any two (2) or more offices may be held by the same person except the offices of president and secretary. - 7 - .. . 6.2 Eleccion and Te~ of Office. The execucive officers of the Corporacion, including the chairman. che vice chairman. the president, the vice presidencs. che secrecary, and che creasurer, shall be elecced by che Board of Truscees of Corporacion, and while holding such offices. the chairman and the presidenc shall serve as members of , the Board of Trustees of the Corporation, as provided in Article Three of these bylaws. Such officers shall serve for terms of one (1) year and thereafter until their successors have been elected and qualified. or until their earlier death, resignation. removal, retirement. or disqualification. These provisions of the bylaws shall not be deemed co prohibit the Board of Trustees from entering into employment agreements with employees of the Corporation which provide for terms of service of more than one (1) year or specify grounds for removal. Any other officers or assistant officers appointed by the Board of Trustees of the Corporation under Section 6.1 of these bylaws shall serve at the will of the Board of Trustees of the Corporation and until their successors have been elected and qualified. or until their earlier death, resignation, removal, retirement, or disqualification. .. ""!'" 6.3 Other A~ents. The Board of Trustees may appoint from time to time such agents as it may deem necessary or desirable, each of whom shall hold office during the pleasure of the board, and shall have such authority and perform such duties and shall receive such reasonable compensation. if any, as the Board of Trustees may from time to time determine. 6.4 Removal. Any officer or agent elected or appointed by the Board of Trustees of the Corporation may be removed by the Board of Trustees whenever in its j~dgment the best interests of the Corporation will be served thereby. However,:"'any such removal shall be without prejudice to the contract rights, if any, of the officer or agent so removed. c.. 6.5 Vacancies. A vacancy in any office. arising at any time and from any cause may be filled for the unexpired term at any meeting of the Board of . Trustees of the Corporation. 6.6 Chairman. The chairman shall preside at all meetings of the Board of Trustees. The chairman shall also serve as a member, with right to vote, of any executive committee of the Board of Trustees and as a voting member, ex off~cio, of any and all other committees of trustees. He shall perform such other duties and have such other authority and powers as the Board of Trustees may from time to time prescribe. 6.7 Vice Chairmen. The vice chairmen, in the order of their seniority, unless otherwise determined by the chairman or by the Board of Trustees. shall. in the absence or disability of the chairman, perform the duties and have the authority and exercise the powers of the chairman. They shall perform such other duties and have such' other authority and powers as the Board of Tr~stees may from time to time prescribe or a~ the chairman from time to time delegate. - - - - 6.8 P~esident. The president shall be the chief ~xecutive officer of the Corporation and, as such, shall exercise general supervision of all operations and personnel of the Corporation, including determination of compensation to be paid any employee other than himself for services rendered to the Corporation, subject to the control of the Board of Trustees. The president shall also serve as a member. ~ith right to vote. of any executive committee of the Board of Trustees and as a'voting member. ex officio. of any and all other committees of trustees. The president shall be authorized to sign checks. drafts. .and other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, grant requests, and statements and reports required to be filed with state or federal officials or agencies; and the president shall be authorized to enter into any contract or agreement and to execute in the corporate name. along with the treasurer or secretary, an instrument or other writing; and he shall . see that all orders and resolutions of the Board of Trustees are carried into effect. The president shall have the right to supervise and direct the management and operation of the Corporation and to make all decisions as to policy and otherwise which may arise between meetings of the Board of Trustees, and the other officers and employees of the Corporation shall be under his supervision and control during such interim. Unless otherwise determined by the ~hairman or by the Board of Trustees, the president shall, in the absence or disability of the chairman and all the vice chairmen, perform the duties and have the authority and exercise the powers of the chairman. The president shall perform such other duties and have such other authority and powers as the Board of Trustees may from time to time prescribe. ..,.. 6.9 Vice Presidents. The vice presidents, in the order of their seniority, unless otherwise determined by the president or by the Board of Trustees, shall, in the absence or disability of the president, perform the duties and have the authority'and exercise the powers'of the president. They shall perform such other duties and have'such other authority and powers as the Board of Trustees may from time to time prescribe or as the president may from time to time delegate. 6.10 Secretary. (a) The secretary shall attend all meetings of the Board of Irus~ees and record. or cause to be recorded; all votes, actions and the minutes of all proceedings in a book to be kept'for that purpose and shall perform, or cause to be performed, like duties for the executive and other committees when required. (b) He shall give, or cause to be given, notice of all meetings of the Board of Trustees. (c) He shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Trustees or the chairman, affix it to any instrument requiring it. When so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary. (d) He shall be under the supervision of the president. He shall perform such other duties and have such other authority and po~ers as the Board of Trustees may from time to time prescribe or as the president may from time to time delegate. - Q - -. - -. - 6.11 Assistant Secretaries. The assistant secretaries, in the order of senioricy, unless ocherwise determined by the president or by the Board Trustees, shall, in the absence or disability of che secrecary, perform ducies and have the authority and exercise the powers of the secretary. shall perform such ocher duties and have such other powers as the Board Trustees may from time to time delegate. their of che They or 6.12 Treasurer. -: (a) The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all monies and other valuables in the name and to the credit of the Corporation into depositories designated by the Board of Trustees. (b) He shall disburse the funds of the Corporation as ordered by the Board of Trustees, and prepare financial statements each month or at such other intervals as the Board of Trustees shall direct. (c) If required by the Board of Trustees, he shall give the Corporation 'a. bond (in such form, in such sum. and ~ith such surety or sureties as. shall be satisfactory to the board) for the faithful performance of.' the duties of his office and for the restoration to the Corporation; in case of his death, resignation. retirement, or removal from office all books, papers, vouchers, money and other property o~ whatever kind in his ( possession or under his control belonging to the Corporation. (-~ .-,,1 . (d) He shall perform such other duties and have such other authority and powers .as the Board of Trustees may from time to time prescribe or as the ~ president m~y from time to time delegate. 6.13 Assistant Treasurers. The assistant treasurers, in the order of their seniority, unless otherwise determined by the president or by the Board of Trustees. shall, in the absence or disability of the treasurer. perform the duties and have the authority and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe or as the president may from time to time delegate. ARTICLE SEVEN Committees of Trustees 7.1 Executive Committees. By resolu~ion adopted by a majority of the trustees in office, the Board of Trustees may designate from among its members one or more executive committees, each of which shall consist of three (3) or more trustees. including the chairman and the president of the Corporation, which executive committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Trustees in the management of the affairs of the Corporation. However. the designation of such executive committees and the delegation thereto of authority shall not operate to relieve the Board of Trustees. or any individual trustee, of any responsibility imposed upon it or him by law. . . - - - 7.2 Other Commiccees of Trustees. Other commictees, each consisting of t~o (2) or more cruscees, not having and exercising the authoricy of the Board of Trustees in the managemenc of the Corporation, may be designaced by a resolution adopced by a majority of trustees present at a meecing at ~hich a quorum is present. Except as otherwise provided in such resolution or in these byla~s, members of each such commictee shall be appointed by the chairman of the Corporation. Any member of any committee may be removed by the person or persons authorized to appoint such member ~henever in their judgement the best interests of .the Corporation shall be served by such removal. 7.3 Advisory and Other Committees. The Board of Trustees may provide for such other committees. including committees. advisory groups. boards of governors. etc., consisting whole or in part of persons ~ho are not trustees of the Corporation, as it. deems necessary or desirable, and discontinue any such committee at its pleasure. It shall be the function and purpose of each such committee to advise the Board of Trustees; and each such committee shall have such powers and perform such specific duties or functions, not inconsistent with the articles of incorporation of the Corporation or these bylaws, as may be prescribed for it by the Board of Trustees. Appointments to and the filling of. vacancies on any such other committees shall be made by the chairman of the Corporation unless the Board of Trustees otherwise provides. Any action by each such committee shall be reported to the Board of Trustees at its meeting next succeeding such action and shall be subject to control, revision, and alteration by the ~oard of Trustees, provided that no rights of third persons shall be prejudicially affected thereby. 7.4 Term of Appointment. Each member of a committee shall continue as such until the next annual meeting of the Board of Trustees and until his .successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from such committee, oruuless such member shall cease to qualify as a member thereof. 7.5 Chairman. One member of each committee shall be appointed chairman thereof. 7.6 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. 7.7 Quorum. Unless otherwise provided in the resolution of the Board of Trustees .designating a committee, a maj ority of the whole committee shall constitute a quorum; and the act of a majority of members present at a meeting at which a quorum is present shall be the act of the committee. 7.8 Rules. Each committee may adopt .rules for its own government, so long as such rules are not inconsistent ~ith. these bylaws or with rules adopted by the Board of Trustees. . . ARTICLE EIGHT Special and Scanding CommiCtees ( -- 8.1 Finance Committee. The chairman, with the approval of and afte~ consultation yith the Board of Trustees, may appoint a finance committee consisting of at least three (3) trustees of the Corporation. The finance committee shall have responsibility for the financial planning of the Corporation's affairs. including che short and long-term budgets, the investments of funds, and distributions and disbursements of funds, and such other corporation financial matters as may be assigned to it from time to time. In its budgetary functions the finance committee shall administer the development of current and long-term budgets of income and expenditures of the Corporation, recommend such budgets for approval. and review and report on actual performance against approved budgets. It shall assure that the accounting records, procedures, and reports of the corporation are adequate to enable this committee effectively to meet its budgetary responsibiI~ties. The finance committee shall have the responsibility of ensuring that operations of the Corporation are conducted in accordance with approved budgets. No personal liability shall attach to any members of the finance committee for losses resulting from the exercise of their judgment in any decisions affecting the finances of the Corporation or from the exercise of their judgement in the purchase or sale of securities and investment of funds of the Corporation. 8.2 Building and Grounds Committee. The chairman, with the approval of and C after c?psultation with the Board of Trustees, may appoint. a building and ;.,,' grounds-committee which shall consist of at least two (2) trustees of the Corporation. The building and grounds committee shall have general responsibility for the physical plant of University Hospital and any other properties and facilities owned or managed by the Corporation, as well as any additions, alte~ations, repairs, and maintenance thereto and insurance thereof. 8.3 Special Committees. The chairman, with the approval of the Board of Trustees, may appoint such other committees, sub-committees, or task forces as may be necessary or desirable and which are not in conflict with other provisions of these bylaws; and the duties of any such committees shall be prescribed by .the Board of Trustees upon their appointment. 8.4 Term of Appointment. Each member of a cc~ittee shall continue as such until the next annual meeting of the Board of Trustees or until his successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from such committee. or unless such member shall cease to qualify as a member thereof. 8.5 Chairman, Ex Officio Members. One member of each committee shall be appointed chairman thereof. The chairman may appoint members to his respective committee who shall be such persons (either trustees, employees or agents of the Corporation, or other persons) as the chairman deems appropriate for the committee. 8.6 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointr::ents. " . . 8.7 Quorum. Unless the Board of Trustees directs otherwise, a majority of the ~hole committee shall constitute a quorum; and the act of a majority of the members present at a meeting at ~hich a quorum is present shall be the ace of the committee. . 8.8 Rules. Each committee may adopt rules for its own government, so long as such rules are not inconsistent ~ith these bylaws or ~ith rules adopted by the Board of Trustees. - - 8.9 Medico-Administrative Liaison. Effective and continuous liaison shall be maintained among the Board of Trustees of the Corporation, the Board of Trustees of University Health, Inc.. the Medical Staff, and the University Hospital administration. The Board of Trustees is authorized and empowered to implement such requirements as it deems appropriate and to include as committee members representatives of the Boards of Trustees of the Corporation and University Health, Inc., Medical Staff, and University Hospital administration. In addition, the chairman of the Board of Trustees of University Health, Inc., or his designee, and the President of the Medical Staff, or his designee, shall be invited to attend the regular meetings of the Board of Trustees and shall be invited to report on activities and present recommendations of the Board of Trustees of University Health. Inc. and of the Medical Staff. respectively, and shall be invited to participate in assisting the Board of Trustees of the Corporation to assess its goals, policies, plans and programs. :..:: ARTICLE NINE Professional Services 9.1 Organization, Appointments, and Hearings. (a) The Corporation shall organize the physicians and appropriate other persons granted practice privileges in University Hospital into a medical staff under medical staff bylaws approved by the Corporation. The Corporation shall consider recommendations of the medical staff and appoint to the medical staff, ~n numbers appropriate.to the hospital's needs, physicians and others who meet the qualifications'for membership as set forth in the bylaws of the medical staff. Each member of the medical staff shall have appropriate authority and responsibility for the care of his patients subject to such limitations as are contained in these bylaws and in the byla~s, rules, and regulations for the medical staff and subject. further. to any limitations attached to his appointment. (b) All applications for appointment to the medical statt shall be in writing and addressed to the Chief Executive Officer of the hospital. The applications shall contain full information concerning the applicant's education. licensure, practice, previous hospital experience. and any unfavorable history with regard to licensure and hospital privileges. This information shall be verified by the Credentials Committee of the Medical Staff. , ., . . (c) All appointments to the medical staff shall be consistent with the medical staff bylaws, renewable by the Corporation pursuant to formal reapplication. When an appointment is not to be renewed, or when privileges have been or are proposed to be reduced, altered, suspended. or terminated. the staff member shall be afforded the opportunity of a hearing as provided in the medical scaff bylaws. ...,. Such hearing shall be conducted under procedures adopted by the Corporation so as to ensure due process and to afford full opportunity for the presentation of all pertinent information. (d) The bylaws and rules and regulations of the medical staff will govern the medical staff activities after their approval by the Corporation. 9.2 Medical Care Evaluation.. (a) The Corporation shall, in the exercise of its overall responsibility, assign to the medical staff reasonable authority for ensuring appropriate professional care to the hospital's patients. (b) The medical staff shall conduct an ongoing review and appraisal of th~_. quality of professional care rendered in University Hospital and shall report such activities and their resul~s to the Corporation. (c) The medical staff shall make recommendations to the Corporation concerning: (i)'appo~tments, reappointments, and other changes in staff ( st~J:us; (ii) granting of clinical privileges; (iii) disciplinary actions; . (iv) all matters relat~g to professional competency; and (v) such specific matters as may be referred to it by the Corporation. ARTICLE TEN Volunteer Services 10.1 Women's Board. The Women's Board of the University Hospital shall be the official volunteer organization of the hospital. The Women's Board will cause to be Written a constitution and bylaws which will be submitted to the Corporation for approval, if the same differ from the constitution and bylaws of the Women's Board in existence at the time the lease between RCHA and the Corporation becomes effective. 10.2 Other Volunteers. Other volunteers will be encouraged to assist at University Hospital. 10.3 Clergy Staff. The Clergy Staff of the University Hospital shall be the official organization of the area clergy. Guiding policies and bylaws of the Clergy Staff shall be submitted to the Corporation for approval, if the same differ from those policies and bylaws in existence on the effective date of the aforesaid lease. . . ARTICLE ELEVEN Contracts, Checks. Deposits. and Funds 11.1 Contracts. The Board of Trustees may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylays, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Such authority must be in writing and may be general or confined to specific instances. - 11.2 Checks, Drafts. Notes. Etc. All checks. drafts or other orders for the payment of money. notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by the treasurer and countersigned by the president or the chairman, and may be signed by such other officer or officers, agent or agents. of the Corporation and in such manner as may from time to time be determined by resolution of the Board of Trustees. 11.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks. trust companies or other-: depositories as the Board of Trustees may sele~t. 11.4 Gifts. The Board of Trustees may accept on behalf of the Corporation any contribution, gift. bequest, or devise for the general purposes or for any special purpose of the Corporation. ARTICLE TWELVE Indemnification and Insurance "- , . 12.1 Indemnification. In the event that any person who was or is a party to or is threatened.t~ be made a party to any threatened, pending or completed action, suit or proceeding;'~hether civil, criminal, administrative or investigative, seeks indemnification from the Corporation against expenses, including attorneys' fees (and in the case of actions other than those by or in the right of the Corporation, judgments, fines and amounts paid in settlement). actually and reasonably incurred by him in connection with such action. suit, or proceeding by reason of .the fact that such person is or was a . director, officer, employee, trustee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, trustee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise,. then, unless such indemnification is ordered by a court, the Corporation shall determine. or cause to be determined, in the manner provided under Georgia lay whether or not indemnification is proper under the circumstances because the person claiming such in~emnification.has met the applicable standards of conduct set forth in Georgia law; and, to the extent it is so determined that such indemnification is proper. the person claiming such indemnification shall be indemnified to the fullest extent noy or hereafter permitted by Georgia law. 12.2 Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 12.1 above shall not be deemed exclusive of any other rights to yhich those seeking indemnification may be entitled under the articles of incorporation or bylays. or any agreement, vote of members or disinterested trustees. or otherwise. both as to action in his official _ 1<: _ . . capacity and as Co accion in anocher capacity ~hile holding such office, and shall concinue as co a person ~ho has ceased to be a director, officer, employee, trustee, or agent. and shall inure to the benefic of the heirs, execucors, and administrators of such a person. - - 12.3 Insurance. To che extent pe~itted by Georgia la~, the Corporation may purchase and maintain insurance on behalf of any person ~ho is or ~as a director, officer, employee. trustee. or agent of the Corporation. or is or was serving at che request of the Corporation as a director. officer, employee, trustee. or agent of another corporation, domestic or foreign, nonprofit or for profit. partnership. joint venture, trust or other enterprise. ARTICLE THIRTEEN Miscellaneous 13.1 Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Trustees, and committees having any of the authority of the Board of Trustees. The Corporation shall keep at its registered or principal office a record giving the names and addresses of the trustees. 13.2 Open Records. The Corporation shall comply with O.C.G.A. ~ 50-18-70 et seq. (commonly known as the. Open Records Act) as the same now exists or may hereafter. from time to time, be amended, as if the Corporation were a hospital; authority. ~. (~; 13.3 Corporate Seal. The corporate seal (of which there may be one' or more exemplars) shall be in such form as the Board of Trustees may from time to time determine. --. 13.4 Fiscal Year. The Board of Trustees is authorized to fix the fiscal year of the Corporation and to change the same from time to time as it deems appropriate. 13.5 Internal Revenue Code. All references in these bylaws to sections of the Internal Revenue Code shall be considered references to.the Internal Revenue Code of 1954, as from time to time amended, to the corresponding provisions of any applicable future United States Internal Revenue La~, and to all regulations issued under such sections and provisions. 13.6 Construction. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural. and conversely. If any portion of these bylaws shall be invalid or inoperative, then. so far as is reasonable and possible: (a) The remainder of these bylaws shall be considered valid and operative. (b) Effect shall be given to the intent manifested by the portion held invalid and inoperative. 13.7 Table of Contents; Headings. The table of contencs and headings are for organization, convenience and clarity. In interpreting chese byla~s, they shall be subordinated in imporcance to the other ~ricten material. .... .. ... ... 13.8 Relation of Articles of Incorporation. These byla~s are subject to, and governed by, the articles of incorporacion. ARTICLE FOURTEEN Amendments 14.1 Po~er to Amend Byla~s. Subject to the provisions of Section 2 of this Article. the Board of Trustees shall have the po~er to alter. amend. or repeal these bylaws. or adopt new bylaws; provided, ho~ever, that the Board of Trustees shall have no power or authority to make any changes in the bylaws which would in any way diminish or derogate from the power of the Board of Trustees of University Health, Inc., with respect to the appointment and/or removal of trustees of. the Corporation or otherwise. 14.2 Conditions. .Action by the Board of Trustees with respect to bylaws shall be taken by the affirmative vote of a majority of all trustees then holding office. Anything in these bylaws to the contrary notwithstanding, no action with respect to the bylaws shall be taken without the prior wr~tten approval of the Board of Trustees of University Health. Inc. ARTICLE FIFTEEN' Tax-Exempt Status 15.1 Tax-ExemPt Status. The affairs of the Corporation at all times shall be conducted in such a manner as to assure its status as a "publicly supported" organiza~ion as defined in section 509(a)(1) or section 509(a)(2) or section 509(a)(3) of the Internal Revenue Code, and so in other ways to qualify for exemption from tax pursuant to section'501(c) (3) of the Internal Revenue Code. ARTICLE SIXTEEN Adoption of Bylaws 16.1 AdOPtion of Bylaws. University Health Services, Inc. was organized under the laws or the State of Georgia on May 31, 1984. These bylaws were adopted by resolution of the Initial Board of Trustees of the Corporation and became effective on the 11th day of July, 1984. 16.2 Review and Revision. No less than every three years the Executive Committee' or another designated committee of the Board of Trustees shall review these bylaws and propose. as appropriate, revisions for adoption pursuant to Article Fourteen of these bylaws. ARTICLE SEVENTEEN* Reversion of Assets 17.1 Reversion of Assets to Richmond County Hospital Authority. At such time as the lease between Richmond County Hospital Authority and University Health Services, Inc. shall terminate, the Corporation shall cause all of its assets in existence at such time to be transferred to Richmond County Hospital _ 17 _ - . . Authority or. in the event a transfer may not be accomplished because of some legal impediment. the Corporation shall hold said assets as the same exist at the time said lease is terminated in trust for the exclusive benefit of University Hospital, Augusta. Georgia. - ARTICLE EIGHTEEN* Financial Disclosures 18.1 Financial Disclosures. Annually the Corporation shall furnish or cause to be furnished to the Richmond County Hospital Authority, and make available for public inspection, a consolidated. audited. financial statement, including the balance sheet and the profit and loss statement ror the preceding fiscal year. Such statement shall be prepared by an independent certified public accountant. There shall be consolidated into said financial statement the operations or University Health, Inc. and all affiliated or subsidiary corporations. Moreover, there shall be furnished to Richmond County Hospital Authority. and made available for public inspection, periodic, consolidated financial operating statements. *Scrivener's error in official amendment. ':..:: APPROVED: UNIVERSITY HEALTH SERVICES, INC. ( BY: original couy signed Chairman ATTEST: ori~inal coPY signed Secretary [CORPORATE SEAL] _ 1Q _ . . . . ...... "'.,. :..,.. .. . . ~~~g~1r~~'~ . ':;: . .-':~I'~. ':' . ;hr;~~1~j::;;:~i~ ...:," .....-;" \,~'l./:~,: '..: :.~ '. :.~;~::::~}~~~.:i~:.. :"'. ," ..~.; .," ." . ~;:.,~~~: , '~::. -j.. ~ ~:~~~~; . I" ~: ...~;C,.::~ . . ~...- ~.' ~ . . , OffiCE Of SECRETARY Of STATE ~ (. ~ ,: 1-. .....:....... ~ ~~~ Y~;o/9ta/e-O/,t/te-.9'!a/e,o/ ~~ cb~/~~~l/u:d based on a dilicenl search o( Ihc recorus un file in Ihis omeC'. llind Ih21 the n2111e o( flo.. (ul/owinC p,ul'oo<d domeslic eorponlion 10 wil "UNIVERSITY 'HEAL TH SERVICES, INC. " is nOI idcnlial wilh or con(uun!:ly Si1l1l/21 101 Iloc lI~"'C u( .IIY uChet exislint: d",""Slic 0, d<.lmcllic2led ut (",,;cn eOl'pontion reP1lefed in lhe tC'COfds un file in Iloi. (.(race or lu rhe n,me o( 2n>' "'Iocr P'up<.lscd uI'mellie 0' Oomnlicaled. Of (Ofei(n e<<ponl"", IS .J",wn ~. . cClIilic2Ie u( Ille S<.:rer2ry <.I( 51,,, heretofore il'Ucd .nd prcsenlly er(CCI;"... This CCrline'lc is in (ull (elt,-c 2l1d cfr,,':lrvc Ii.,. pe,iuu ul ~ e.lendar n",,,.h\ IltJftI u21e (I( illUmee. A(lerlUeh period o( lime. Ihi1 ecrlirlC.lc ;. void. . ..... I" I I', I I~l! 1/,;," \\"1 IERH 11-.110"..,- 10,"",01"" ,,:. 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I( 11'1 (II(I."K^'I(I:-; C('~I:\.I~"("'I((" 1111'1.\11111 '1'\1"1... . . . - - ATTACHMENT B Organizational Chart I 1.1 I" I" I-~- ~s:~"'~s:s;s:s:s;s:~ 1!I_p::m~______..... -:l)~ ------- _~a ~~~~~~~ ::10_ .....::c:c;:cZXl2:)r'n >",,~n~""UJ't"""""""'O ~= "' ====== a-c~;:;;~oC-c-C-<-C-C~ 6~!;:;tsm~m~iiiiiio _mi=--=~.....>>"" '-:I)n"'~'-""lr-'- ~~=Q",%~~li;;;~~ ~ ~=:S'""~=~~ - - 2oC>=!O.....-"....~ 15 :J-__mm > - ~_zs2).,.,ii.~ :; S~ 2e~ ~-< == >e: '^ ~ ~~ ~== 5 = ti~ c: - - ~5 =0 ::'0 ~e g~ -< , , . o :;d ,.. c;) .... > ~ 2: S H ~ ~ .....-:J - OH- ~ 0 ..2: .... -< (") ... - ~ ;: ... :;d .-:J - ~~l::! -s;~ ....- ,..- ...-m "'S:~ ~i~ - - m ~ 5 ~ ,.. 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'" ~ ~;ts~~6g,11 8 ~ =:- ~ ~ - ~ ~ ~ x: ~5 ~ ~ m ::: ;; ~ ~ ~~ ~ - - ~ = < ~ ~ i ~ E ; E E '" ,- - -..... - ,., '" -< ~ ~ '" - ... . . ~~E~='II'~.,-~1 "I'~I""P;,"',,E ~ m m a = ~ ~ - ; ;:; ~ ~ g Q~ ~ ~ Q ~ 8 ~ ~ ..... e ~ ~ ,., ~ e g ~ 8 _ z ~ ~ ,., ~ ~ ~ = ,.. - .... ~ ~ ~ m n ~ m 0 S ' . ~ ~ - ~ ~ !il ~ g ~ ~ n > ~ _ ~ ..... _ ~ ~ '" ~ '" ~ ~ ~ n '" ..... ~ '" ~ e = '" ~ n > n ~ ~ .- x; ~..... ~ c 5; ~ = ~ - ~ ; I ~ ~ ~ ~ ~ - c ..... ~ ~ ~ ~ ~ ~ ~ ill ~ Os '" - -- ~ ~ - ~ m ..... € s, ~,., ~ ~,.. ~ _ ~ ~ ~ = g ~ e ~~ ~ ~ E = '" ~ '" ~ w Q ~ - ~ ~ - ~ "." r':'. _ n _ -<:c EO< = > < r"Io ~ .... .:I) ~ - > VI rfl - >2:1: ~ 1:'" c_"" -< ~-~ It "'- 0 .....,...n ""''''-;r _ ea,..,. - C) n% .....0 U)Zl"' ::! 'lS \on 1'\ = -<"' ~ _> "" - II: :tl .a: - '" ;: ~ ~ ~ -< ~:: ::;: VI ;; ; ~ = ~~ ~:i~ ~ ~ ~ ton ~ ~"'i ::. ~. ~ ~ ~ ~ = := _ "' '""0 f'"\ :lD 2) c: Xl .,..-"' -< <- eo '" -"' ,., ,., ~ ~ ~ ~ = '" m - ~ ~ ~ :m .. iii ~ =: ~ . . . - - ATTACHMENT C Brochure of Proposed A1R! Unit - . 1IIIlll!:> PICKER . '. Open MRI made better from every perspective. .- - - ... - ~UTLOOK ~ - - . by the belief that high-quality low field J.Wl systems can Since 1981 Puker International has developed and produced industry-leading low field magnetic resonance imaging. systems. Since this start in MR, Picker has been driven i fill a 'unique role for radiologists and clinicians. To further l :. n~ develop this key component of the Picker portfolio ofJ.Wl systems, Picker became a partner in a global joint venture to create a low ft.eld system offering high-quality images, excellent value and an open environment for the patient. This collaboration resulted in Picker's acquisition of the operation as a wholly-owned subsidiary now known as Picker Nordstar. Most importantly, this highly successful venture developed the breakthrough open MRI system that is now one of the bestselling MR imaging systems in tbe world - tbe Outlook. 411i)UTLOOK " Open MRI made better from every perspective. 2 . -:'Outlook~ -, Progress driven by your perspective. . - ""!" Imagine being able to scan a patient's wrist while your patient sits outside the magnet; or scanning a large patient that can not fit into a conventional MAl system; or scanning a patient's knee or shoulder while the joint is in motion. Outlook makes it possible. Consider the advantages that open MAl would bring you. Outlook positions your facility to attract more patients and enables your staff to handle them with uncomplicated ease a~~ predict~bil~!y..:... ... Outlook frees technologists for hands-on care in a reassuring, open environment that builds patient satisfaction and physician'referrals. A solution that not only excels in routine MR applications, but extends your capabilities to encompass patients and procedures that are difficult to handle in a conventional MRI system - such as claustrophobic and anxious patients, physically large or obese patients, pediatric patients, and joint positioning range-of-motion procedures. The Outlook combines cost-efficiency with long term-reliabilitY to ensure lasting value. So administrators find it as attractive to own as physicians and technologists find it to use. As a result, Outlook is already among the best-accepted and fastest-selling of all MAl systems - open or closed. 3 . Out;~~~: . lJ1ade to magnify the benefits of open lJ1R. - - . All the patient comfort and benefits of open MRI are enhanced and expanded by Outlook's unique C-arm design. "'!!" A new outlook 0 . . 4 .- -- ()ui~o~~:-) Opening new possibilities with proprietary innovations. -- ~ The powerfuf C-arm magnet design that allows Outlook to give you the most open patient access in MRI also provides unprecedented.1 Q-minute ramp time to imaging conditions, which means the magnet can be put into standby mode when not in use to save electricity. The self-shielded magnet design and the Electron Spin Resonance (ESR) provide low siting costs, and optimum siting flexibility. Outlook's cryogen-free, vertical-field open magnet design allows the use of soienoid RF coils combined with phased array technology. This design delivers higher signal to noise and higher image Quality than conventional MRI systems having the same field strength. The result is images of exceptional clarity and detail across a full spectrum of applications. The magnet's small footprint, small fringe field, and side first patient entry minimize.scan room size requirements. In fact, the entire Outlook system can be sited in as little as 350 square feet of space, though Picker recommends 450 square feet as ideal. So, regardless of system surroundings, Outloo~ value begins with significant installation and space savings. This enhances the overall low cost of ownership of a system we designed to help you keep your costs to a minimum. Advanced Outlook Features. · ESR field-stabilized O.23T vertical-field magnet · Solenoid RF coils with higher signal to noise than typical saddle-design RF coils · Phased array technology provides greater signal to noise and higher image quality than quadrature-design RF coils · 10-minute ramp time to imaging conditions allows the scanner to be kept in standby mode when not in use, reducing power consumption A real time perspective on processing. Outlook's 54-bit, 433 MHz computer system handles multiple functions simultaneously at sub-second speed that feels like real time processing. Because of the rapid processing, patient exam time approaches patient scan time, which translates into impressive patient throughput gains and very little operator overhead for each procedure. And thanks to designed-in upgradeability, Outlook's computer platform will maintain your leading edge position far into the future. Inside Outlook processing. · 64-bit, 433 MHz Digital Personal Workstation (DPW 433a) · Windows NT operating system · Distributed parallel RISe processors for sub-second reconstruction · Multitasking · High speed MPR and MIP · DICOM conformance 5 . . - - ...,.. 6 . o. -.' '-.:'"::: ~~:~~,:" utlooknc - .":" User interface that lets operators focus on the patient instead of the software. The Outlook operator's console, with a user-friendly Windows NT operating system and high-resolution 21" black and white monitor, displays crisp, clear, high-contrast images that are easy for physicians to read and easy for operators to film. . . . O~tlook~' .. Digital RF that's tuned to performance. . - - Outlook's radio frequency system is also in tune with the future. The 2-channel phased array system receives and reconstructs the signals from both channels separately, which means that the highest possible signal to noise from the two coils is actually utilized throughout the imaging volume. This is not the case in systems without phased array technology, where quadrature coils can be correctly tuned only in a single pOint of the imaging volume, while signals in other areas are compromised due to their phase difference. ~ A performance-enhancing perspective on RF. · Phased array RF coils · 5kW RF amplifier power output · Standard 4-channel transmitter · Standard 2-channel receiver · 12mT/meter amplitude, and 20mT/m/ms slew rate A gradient system that keeps you a step ahead. Outlook's pulse sequence capabilities give operators the flexibility to select the best technique for each diagnostic need. Shielded, water- cooled gradients with 12mT/m peak and rapid rise times accommodate the most advanced rapid acquisition techniques, ensuring that Outlook will not just put you at the leading edge today, but keep you there tomorrow. Whisper-quiet operation is another patient-friendly result of Outlook's open design magnet and advanced gradient system. The loud gradient noise of conventional MRI systems is reduced to a low level that lets the patient know when the scan is in progress, without disrupting comfort. Today's and tomorrow's imaging capabilities: · Spin Echo · Inversion Recovery · Fast Spin Echo and Fast FLAIR · FLAIR · MR Angiography · Kinematic Studies ~ ~~' .. ;:..s '.' -. -. -.;.--------- '-. ';'-':"'Hea~~k .~hased Array Coil . '::.:'~::~':".N~c.~<}~~.~::~~YC,Oil ;: ..... Medium Spine' Phased Array AexJble Coil .'. Multjp~rpose~exjbl~ Coils ", '!' . ., .:....,-~... \'~'- ,",' .....-. . _.....-. . - "'.. -. .,.-.... -. ',' -. ..,- .. ..--_..- ~'; . . .. ......; ,-, ..' ". . ~. ." .:, '.; r__ ;._'. _,.... .. ,.. ;._ .... . _ . . ._. 7 - - ~UTLOOK - - Picker. A leader's perspective on response. Quality Driven Leadership is a formal training and problem-solving program focused on continuous improvement in our products, processes and people. You'll see the industry-leading results of this commitment not just in our full line of products, but in our: ""'" Service Outlook, like all Picker products and systems, is backed by 24-hour response from our Customer Service Center. Our services include parts, maintenance, performance analysis and equipment repair. Programs designed to expand your options for flexible, cost-effective service include Picker's innovative TelapathSAI Resource Hub, staffed and equipped for remote monitoring and rapid off-site diagnosis to support fast, effective on-site correction of problems. Training Initial on-site applications training is provided with your system purchase, as well as one week basic or advanced technologist training in Cleveland for two technologists. Some optional software packages also include additional training. In addition to applications training, a comprehensive selection of basic and advanced MRI courses are offered to physicians and technologists. Supplemental training introduces concepts and theories, enhances basic clinical applications understanding and provides instruction on advanced imaging techniques. Financing Offering a wide range of products in the U.S.A, Picker Financial Group (PFG) can meet all financing needs through the ValuePlus™ family of leasing products. Customized programs can be developed to meet individual requirements. One payment combines equipment and extended service plans and' financing alternatives include Fair Market Value leases as well as purchase plans. .PFG also provides upgrade financing and financing for construction. Illlllll.~ PICKER PIcker International. Inc.' World Headquarters' 595 Minor Road' Cleveland Ohio 44143 USA' Tel: 1-216-473-3000 Fax: '-216-473-2413 BR5224 01997 Picl<er Intemalienal. Inc. Printed in U.S.A. www.picker.com - -- - ATTACHMENT D Letter Evidencing Availability of Funds - .. ~ - - University Hospital ,-In .-I/filiate of C'nh"P.fsity J-[enlth January 16, 1998 To Whom It May Concern: University Health Services, Inc., will provide the funding ($1,221,567) for its Open MR.I project by using current cash on hand rather than using borrowed funds. The attached audited financial statement of December 29, 1996, show cash and short-term investments of $26,071,296. ~Q&~ Robert M. ~ylor Chief Financial Officer University Health Services, Inc. RMT:ch Attachment 1350 Walton Wav Augusta. Georgia 3U90'1-2629 i06/i22-901l . . ..- ..... ATTACHMENT E Audited Financial Statement ?~:'~>~:.~~"~~ ,,- -..-' . );~~~/>,..';';l~'~ ". ..,~. >~t;1~:~E~;~;~t~)~Ht\~}~:~~ ~~tr. -=-.~~-=~ -~ ~ ~Lh~'1~1:~;t;:H}<:.; :)?):jr~. ~~~- '~;~~~::':.::, ?.: ':: ~..;,; . ~.~'\'..;:',,:~~~~;;{ .. ~B?::~ ;;:!~i~::~; :.:;'~:~:.):::~~:;/A~~~~t~ ~~ ~'.~' .~: .-.~:?:":'~ ~'~-.::':~j~:~::~~,\: :.:',-:.:~~. ~:,:.:.;J:r ."~~"""~ I._~~~~~v---=--~-"'"~ _""'.:tt:...~f~~ ,~~~~~~ !--------.------ .~~~-~~~~~ -~.;~-~~---~~-~.-_._-~--~. .. ~ ~ Audited Combined Financial Statements University Health Services, Inc. Years ended December 29, 1996 and December 31, 1995 with Report of Independent Auditors au ERNST & YOUNG LLP . University Health Services, Inc. ~ I I Audited Combined Financial Statements f . -. ... r- , ! . Years ended December 29, 1996 and December 31, 1995 f' -.; Contents ~ Report of Independent Auditors ..................... ................................................................. 1 Ii ~. Audited Combined Financial Statements c Combined Balance Sheets. .................... ..... ........... .......... .......... ............... ................ ......... 2 Combined Statements of Operations and Changes in Net Assets ...................................... 4 Combined Statements of Cash Flows........ ....... ...... .... ........ ...... ......... ...... ......................... 5 Notes to Combined Financial Statements .........................................................................6 ...;.:~ T: Ii o L D.~ :; n 11 r B r"1 ~ rJ ~ m e. o au ERNST & YOUNG LLP . Suite 2800 600 Peachtree Street Allanta, Georgia 30308-2215 . Phone: 404 874 8300 ~ I'. I ! I r' f1 i. ; Report of Independent Auditors r: I : ~: Board of Trustees University Health Services, Inc. o We have audited the accompanying combined balance sheets of University Health Services, Inc. (Hospital) as of December 29, 1996 and December 31, 1995, and the related combined statements of operations, changes in net assets, and cash flows for the fiscal years then ended. These combined financial statements are the responsibility of the Hospital's management. Our responsibility is to express an opinion on these combined financial statements based on our audits. n u n U We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perfonn the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall combined financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. . . )....,: c u n U: ., :: In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of University Health Services, Inc. at December 29, 1996 and December 31, 1995, and the results of its combined operations, changes in net assets and its cash flows for the fiscal years then ended in confonnity with generally accepted accounting principles. J~ ~ March 21, 1997 ~ThLLP I .- t. L 1 l!~ I Ernst & Young LLP is a member oi Ernst & Young International, ltd. . .J . University Health Services, Inc.. .'1 !. J December 29, 1996 .J D n o D rl . Combined Balance Sheets .... Assets Current assets: Cash and cash equivalents Short-term investments Patient accounts receivable, less allowances for uncollectible accounts of approximately $18,987,000 in 1996 and $18,676,000 in 1995 Other receivables (Note 3) Inventories Prepaid expenses Estimated third party settlements Total current assets Property and equipment, net (Note 6) Other assets: Amounts due from affiliates (Note 4) Assets limited as to use (Note 5) Investments Other 2 December 31, 1995 $ 5,590,916 $ 8,512,536 20,480,380 26,037,875 32,460,335 30,750,148 8,209,315 5,833,138 1,994,634 1,627,012 1,134,827 527,542 8,585,441 8,310,072 78,455,848 81,598,323 n '. 1 . j 1 121,233,178 121,636,972 . . . : 31,735,502 10,006,171 7,325,621 9,914,798 $258,671,118 22,421,479 8,660,061 2,591,462 2,512,154 $239,420,451 LJ : ! el i" . ~i II r: ; I i : ... - rl i i l ;l Liabilities and liet .assets Current li'abilities: Accounts payable and accrued expenses Accrued compensation, benefits and withholdings Refundable advances Current maturities oflong-teirn debt and capital lease obligations (Note 7) Short-term accrued pension cost (Note 10) Total current liabilities f! 1: m.'~. LJ n - '. L...l D Long-term debt and capital lease obligations, less current maturities (Note 7) .,. ':. U Reserve (or contingent losses (Note 8) ,.., I i U Accrued pe'nsion cost, less short-tenn'obligation (Note 10) . Accrued postretirement benefit cost (Note 10) U D D Commitments and contingencies (Notes 8, 10, and 11) Unrestricted net assets rr 11 See a.cc6lJ1panying notes.. . . " J8f l";~' '. il:.Y , . .... " . ~... .', '.' E December 29, 1996 December 31, ,1995 $ 13,568,001 $ 9,504,459 13,319,943 14,123,353 1,723,585 2,063,429 583,087 2,094,735 450,000 3,852,275 29,644,616 31,638,251 2,590,275. 3,005,198 . 2,687,725 3,116,602 12,30~,284 12,755,285 6,247,601 4,426,033 205,195,617 $258,671,118 184,479,082 $239,420,451 3 .... , ,- I 1J University Health Services, Inc. 1- ; l . Combined Statements of Operations and Changes in Net Assets r.~ "j r I ...1 , Unrestricted revenues, gains and other support: Net patient service revenues Other operating revenues T btal unrestricted revenues, gains and other support ffl tJ Expenses: Salaries and benefits Other operating expenses Depreciation Early retirement pension costs Provision for bad debts Interest Total expenses E~cess of revenues, .gains and other support over expenses . II -..J o 1--: -d. n I : U. Change in unrealized gain's on other than trading securities Other transfers Increase in unrestricted net assets Unrestricted net.assets at beginning of year Unrestricted net assets at end of year lJ o o II See accompanying notes. " ft !G. Ii!: U i1.. \~. . , December 29, 1996 December 31~ 1995 $231,072,717 18,091,102 249,163,819 124,679,385 79,252,825 18,718,481 6,259,414 307,857 229,217,962 $233,314,763 17,740,970 251,055.733 134,125,933 80,911,753 16,773,496 7,545,650 9,565,696 . 507,037 249,429,565 19;945,857 770,678 20,716,535 184,479,082 $205,195,617 1,629,168. (242,450) 1,383,718 '183,095,364" . $184,479,082 ., "...... 4 ~} } 1 University Health Services, Inc. -- :J q J Combined Statements of Cash Flows ;'1 . J Operating activities . Excess of revenues, gains and other support over expenses' Adjustments to reconcile excess of revenues. gains and other support over expenses to net cash provided by operating activities: Loss on disposal of property and equipment Depreciation Changes in operating assets and liabilities: Patient accounts receivable Other receivables Inventories Prepaid expenses Estimated third party settlements Other assets Accounts payable and accrued expenses Accrued compensation, benefits and withholdings Refundable advances Accrued pension cost Reserve for contingent losses Accrued postretirement benefit cost Net cash provided by operating activi'ties ..., \ I I _J I~ tl 11 ~ il ~ u a U B n Investing activities Purchases of property and equipment, net Increase in assets limited as to use Decrease in short-term investments Increase in investI11ents Net cash used-in investing activities n Financing activities Principal payments on long-term debt and capital lease obligations '. Increase in an:lOll!lts due from affiliates Cash used il) financing activities . Net(decrease) increase in cash and cash equfvalents' 'Cash and cash equivalents at beginning .of year Cash and cash equivalents at end of year It See accompanying notes. i"i December 29, 1996 December 31, 1995 S 19,945,857 $ 1,626,168 6,494 18,718,481 16,773,496 (1,710,187) 1,565,683 (2,376,177) 2.736,988 (367,622) (49,910) (607,285) 286,975 (275,369) (217,915) (7,402,644) (901,009) 4,063~42 1,056,804 (803,410) 12,998 (339,844) (1,229,378) (3,852,276) 7,990,276 . (428,877) 520,000 1,821~68 . 1,575,314 26,385,757 31,752,984 (18,314,687) (27,475,241) (1,346,11 0) (1,018,203) 5~57,495 .11,362,567 (3,963.4'81) (13,711) (18,066,783) (17,144,588) (1,926~71) (1,259,734) (9,314,023) (13.061,497) (11,240,59.4) (14,321,231) {2,921,620j' . 287,i65 8,512,536 8,225,371 S 5,590,916 $ 8,512,536 '. 5 ~ ~l r I . 1...'.' University Health Services, Inc. "i h' Notes to Combined Financial Statements (continued) c: - ... n .1. 'Significant Accounting' Policies. (continued) " l! Use of Estimates ml ~ The preparation of the combined financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. D u o Cash Equivalents u The ~ospital considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Deposits with banks are generally federally insured in limited amounts, The Hospital regularly. invests in overnight repurchase agreements which are collateralized by securities issued. by federal agencies. o. u Accounts Receivable U n II.i1 Current operations are charged with an allowance for doubtful accounts based upon experience and any unusual circumstances which affect the collectibility of receivables. Amounts deemed uncollectible are charged against this. allowance. In the opinion of management, adequate provision has been made for doubtful a.ccounts. . Investments [I. Investments in other enterprises representing 20% to 50% ownership are accounted for using the equity method', The Hospital's share of profits. and losses relating tp these invest~ents were iry:unaterial' in 1996 and 19.95.. 7 ~ :~ - -! '-'-.' -i.' .\ f-'~ I -'I ). I n _L {8[ <. 11 -.J 0 -"1 1J 0 - 11 lJ - - G .,1 j\ 11 '.. I. ~ " . . ~ '. m I!ft 1IiIi' University Health Services, Inc. Notes to Combined Financial Statements (continued) 1. Significant Accounting Policies (continued) Investments (continued) The Hospital has equity investments of 50% or less in the following companies: Sun Health Alliance August Resource Center on Aging, Inc. d/b/a Brandon Wilde Resource Center on Aging, Inc. Phoenix Health Care Management Walton Rehabilitation Hospital Medical Resource Network Invent9ries ~ventories are stated at the lower of cost (first-in, first-.out. and average cost methods) or market. . Assets Limited as to Use These assets have be.en set aside by the Board for future renovation, replacement and : expansion of facilities and the self-insur~nce program (see Notes 5 and 8). Property and Equipment Property and equipment are stated at cost. . Major renewals and bettennents are charged to the property accounts while maintenance and repairs which do not improve. or extend the life of the respectiye assets are charged to operations. Upon dispos'al of properties, the .related. c"Q~ts ~nd acc~lJlulated depreciat~Qri are removep from the respective accounts.. . . . Any resulting ~a.ins or l<i?ses:~e refle.cted as ot~er operating revenues or expenses. 8 .. . ,,1 University Health Services, Inc. -- "1, , i\ r:') Notes to Combined Financial Statements (continued) [~ i. : f: I \ '. . 1. Significant Accounting Policies (c{)rrtinued) n .L.i Property and Equipment (continued) ill The Hospital follows the policy of providing for depreciation by charging against operations amounts sufficient to amortize the cost of properties over their estimated useful lives principally using the straight-line method. Principal lives used are: 20 to 50 years for buildings and improvements; 20 years for fixed equipment; and 5 to 20 years for major moveable equipment. Amortization of assets recorded under capital lease obligations is included in depreciation expense. [1 c; -'1 U" '. Revenues for Services Rendered To Medicare and Medicaid Beneficiaries r:. d Revenues for services rendered under Medicare and Medicaid third party payor programs . have been recorded at estimated settlement amounts. Final determination '9f the settlement amounts are subject to review by appropriate authorities or their agents. The . Medicare program pays prospectively determined rates for inpatient operatirig and capital related services. These rates vary according to a patient classificatioh system that is based. on clinical, diagnostic, and other factors. Outpatient services are paid on cost reimbursement based methodologies. Final settlement has been reached through fiscal year ended December 26, 1993 for these services. I .. I . .J [j . 1 The Medicaid prograinpays a fixed .amount for inpatient services. Outpatient. services are paid on a cost reimbursement basis. Final settlement has bee~ reached through fiscal year ended December 26, 1993 for outpatient services. - ~ 1 In the opinion of management, adequate provision has been made for Medicare and Medicaid settlements. " ~. . . : .' '.. .Gross patient. ?ef'{i<;:e ~harg'es under.:-the 'Medi~.are' and 'Medicaid p'ragrams amounted to '. ' . . approximately' $207,00o.,OqO'. and $208,000,000 for' the .fiscal years ended" December 29,199.6 and December 31, 1995. Vacation and Sick Pay ~~ i:...:. .. . :: . '. .Th~ B:ospi~al accrues vacation and ~ick pay as earne~ by emplq~ees,.. ;; ~ 9 '" e: I'.: .. - - , i ' ,.-, ~ 0' r. t ~ r~ ! : ~"'~ .r. i.J p II f1 , :' W f1 t i '-<' r::.. H.': \ ~\ - '^'. u r:; ~ F 12:i University Health Services, Inc. Notes to Combined Financial Statements (continued) 1. Significant Accountin~ Policies (continued) Operating Revenues The combined statements of operations include excess of revenues over expenses. Changes in unrestricted net assets which are excluded from excess of revenues over expenses, consistent with industry practice, include unrealized gains and losses on investments other than trading securities, pennanent transfers of assets to and from affiliates for other than goods and services, and contributions of long-lived assets (including assets acquired using contributions which by donor restriction were to be used for the purposes of acquiring such assets). Charity Care The Hospital provides care to patients who meet certain criteria under its charity care policy without charge or for paYments less than its established rates. Paym~nts from . public assistance programs on behalf of patients .that meet th~ Hospital's charity care criteria are reported as patient service revenues. Because the Hospital does not expect collection of amounts determined as charity care, they are not reported as revenues. Gross charges forgone based on established rates for charity care services rendered were approximately $13,940,000 for 1996 and $13,974,000 for 1995. Income Tax The Hospital and Foundation are exempt from federal income tax as organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Donor-Restricted Gifts ., Unconditional .promises to giv~ cash and. other assets to the. .Hospital are reported at fair value at the dat~ the promise is received. Conditional prorruses to give and indications cjf intentions to give 'are reported at fair value' at the date the gift is received. The gifts are reported as either temporarily or pennanentIy restricted stipport if they are received with donor stipulations that limit. the use of the donated assets. When.a donor restriction expires, that is, when. a . stipulated time restriction ends or purpose restriction is . accomplis.he~, tempor-arily. rest. ritted n.~t. a~set.s' are reda~sifi~d as unre'stricted net ass~ts :.,'" .. . . . ., . . 10 "= _. \ ...~.. .' (: University Health Services, Inc. ....r--; -):f Notes to Combined Financial Statements (continued) r.' 1 ; -n .1. Significant Accounting Policies (continued) ''I \ ; U Donor-Restricted Gifts (continued) ~ ill and reported in the combined statement of operations as net assets released from restrictions. Donor-restricted contributions whose restrictions are met within the same year as received are reported as unrestricted contributions in the accompanying combined financial statements. :0 Adoption of Accounting Standards o The Hospital adopted Statement of Financial Accounting Standards ("SF AS") No. 124, "Accounting for Certain Investments Held by Not-for-Profit Organizations" as of December 29, 1996. The Standard requires that certain investments in equitY securities with readily determinable fair values and all investments in debt securities be carried at fair value. The effect of adopting this statement was immaterial to the operating indicator. _n ~ -U o The Hospital adopted SFAS ~o. 121, " Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of', as of December 29, 1996. This Statement requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. There was rio effect on the operating indicator from the adoption of this statement. -I. i d U G JJ 2. Contracts with Richmond Comity Under the Georgia Hospital Authorities Law of 1941, as amended, Richmond County Hospital Authority (The Authority) entered into two contracts with Richmond County (the "County") in 1966. Such contracts were amended in 1967, 1977, and 1994. The .contraqs, as atn~n4ed,. provide that: . . . . I - The County will reimburse the Autho'rity (which will rei~burse the Hospital) for . the cost of treating certain indigent patients whose eligibility has been ascertained by the County. Amounts payable under this contract cannot exceed $2,500,000 for 1996 an~ 1?95. Inpatient, outpatient clinic, and emergency room services are rec.orded 'as net patie;nt s~rvice revenu.es. . .' : . "". .' ~!'! . -u 11 Ll 11 -.. 1J .,\ r- I , University Health Services, Inc. ~ /.: "' Notes to Combined Financial Statements (continued) r I \ rhO (' . 2. Contra~ts with Richmond County (continued) - The County will pay the Authority (which will reimburse the Hospital) such additional amounts as may be necessary to insure the continuous operation of the Hospital and to provide reasonable reserves for the expansion of the facilities and sefV1ces. ......... l' r1 U n .J...: U The Authority recorded the following amounts from the County under the terms of the contracts: n U December 29, 1996 December 31, 1995 .,.. . . . ....J Care of indigent patients: Inpatients Outpatient clinic Emergency room Dental clinic . Pharmacy $1,754,565 465,199 110,788 14,118 154,730 $2,500,000 n iJ n. u $1,736,960 500,725 113,780 17,089 131,446 $2,500,000 To provide for the above payments to the Authority, the County assessed a millage rate of 1.14 in 1996 and 1.41 in 1995. n :::- - rn R .~ It,. The County also reimburses the Authority, under a separate agreement, for the otherwise unrecovered cost of providing ambulance services. The reimbursement amounted to approximately $503,000 in 1996 and $5.51,000 in 1995. _. H ~ 5i~ c." . 12 . University Health Services, Inc. ~ 1"..\ Notes to Combined Financial Statements (continued) r \ \ ( 8 3.' Other Receivables ,..., .Li Other receivables consist of the following: ~ D D Indigent trust fund Physician receivables Foundation Pledges Audiology services Nurse tuition loans Amqimts receivable from Richmond County Hospital Authority (see Note 2) Health Link receivable .'Prompt Care services 'University Home Health services Accrued interest receivable KentwoodIW estwood receivables Greene County Other receivables o (J J' r'~ U ~ , 4. Amounts Due from Affiliates December 29, 1996 December 31, 1995 $1,766,874 1,093,181 867,270 657,775 547,374 546,046 510,000 389,165 . 375,910 252,374 175,045 105,967 922,334 $8,209,315 $ 462,993 888,886 941,598 438,723 557,978 51,761 120,000 575,213 382,865 268,479 406,126 238,070 500,446 $5,833,138 ~ ! I " The amounts due from affiliates of University Health Services, Inc. consist of the . following: Ii- ~I Due from University Extended Care, Inc. Due from University Health, Inc. Due from University Health Resources, Inc. ;:':. ~4 December 29, .' . "1996 December 31, 1995 ' $ 2,585,366 300,000 28,850,136 $31,735,502 . $ 2,585,366 . 300,000 19,536,113 $22,421,479 13 - ... . r -\., ) ..; r (-: I r _I: ! m _n -0 0 =Q " 0 -0 U 0 .n _.~ . . I ~I!!l\ -I] ~ ,', ::: I University Health Services, Inc. Notes to Combined Financial Statements (continued) 4. Amounts Due from Affiliates (continued) University. Health Link (UHL) and University Eehavioral Health Link (UBHL) are 50% owned by Uruversity Health Resources and are related parties. The Hospital pays UHL and UBHL 3. monthly capitated payment for health care services for its Hospital employees. In addition, the Hospital pays administrative fees to UHL and UBHL for claims processing for Hospital employees amounting to approximately $307,000 and $405,000 in 1996 and 1995. respectively. Total payments to UHL and UBHL in 1996 and 1995 for capitation and administrative fees were approximately $10,195,000 and $10,500,000, respectively. 5. Assets Limited as to Use Assets limited as to use consist of the following: December 29, December 31, 1996 . 1995 By Board designation (certificates of deposit and U. S. Treasury Bills, recorded at fair value): Renewal and replacement fund Reserve for contingent losses $ 16,312 9,989,859 $10,006,171 $ 16,312 8,643,749 $8,660,061 The renewal and replacement fund has been designated by the Board for renovation, replacement and expansion of the Hospital's facilities. The reserve for contingent losses has been designated by the Board in connection with the Hospital's self-insurance program as ~escribed in Note 8. .' 14 - - University Health Services, Inc. - ~.' i.: Notes to Combined Financial S tatements (continued) i- r. , i. 6. Property and Equipment r J . ./....; Property and equipment consist of the following: o December 29, 1996 December 31, 1995 r. Land Land improvements Buildings and improvements Major moveable equipment Fixed equipment $ 7,864,041 3,033,348 100,101,072 109,861,620 31,412,345 252,272,426 138,539,681 113,732,745 7,500,433 $121,233,178 l:i n w Less accumulated depreciation L[ Construction in progress c u 7 . Long-Term Debt and Capita) Lease Obligations u u Long-term debt and capital lease obligations are summarized as follows: $ 7,716,355 2,206,566 91,463,552 104,161,680 28,714,545 234,262,698 122,886,612 111,376,086 10,260,886 $121,636,972 December 29, Deceml;>er 31, 1996 1995 ~ n too; Capital lease obligations payable in various monthly installments .Miscellaneous notes payable $3,046,472 126,890 3,173,362 583,08.7 : $~,590,275 f~. t..:. .. Less current'maturities $4,946,914 153,019 ~,099,933 ., '2;094,735 $3,005,198' 1':0. I.:.. ~ ~ 15 . University Health Services, Inc. .~ I . i Notes to Combined Financial Statements (continued) 1 .. - r~ , : t . 7. Long-Term Debt and Capital Lease Obligations (continued) f n (j Long-term obligations for the remaining fiscal years are: S1 1997 1998 1999 2000 2001 Thereafter $ 583,087 850,228 111,457 100,122 111,853 1,416,615 $3,173,362 ""'Li n U -., -. ~. Li Interest paid during 1996 and 1995 was approximately $308,000 and $507,000, respectively. . .. L On June 20, 1984, the Hospital created an irrevocable trust for the purpose of providing for payment and retirement of the Richmond County Hospital Authority Revenue Anticipation Certificates in the principal amounts of $3,500,000 and $12,500,000 dated February 1, 1966 and October 1, 1977, respectively. The Hospital deposited cash and securities into the trust which, together with interest earned on these deposits, are to provide payment for principal and interest on the outstanding certificates at their respective maturities of February 1, 1996 for the Series 1966 and January 1, 2008 for the Series 1977. As the Hospital has no more liability under the certificate agreements; the transaction was treated as an early extinguishment of debt. As of December 29, 1996 and December 31, 1995, principal amounts of approximately $7,905,000 and $8,535,000, respectively, remained outstanding on the certificates. -u D F L 8. Contingent Losses J." .', u The Hospital maintains '$l1;OOO,OOO'in general'and 'professionalliabiliiy irisuranc.~ with' self-insured'retention amounts of$1,000,000 per elaim and '$3,000,000' in the aggregate on a claims made basis. This coverage is retroactive to November 1986, The Hospital has designated certain assets to be held in connection with contingent losses as well as the prior self-insured deductible. No material amounts have been paid from these designated assets during 1996 and 1995. . ~ 1"; &;.: E".. .' ,:). 16 1m ~ . University Health Services, Inc. ~ 1-0\ i I : Notes to Combined Financial Statements (continued) '-' .... r' i i ,! 8. Contingent Losses (continued) o Various claims and assertions have been made against the Hospital and legal proceedings are in process. In addition, other claims may be assened arising from services provided to patients in the past. It is the opinion of management that adequate provision has been made for any losses which may result from such claims and assertions and that such losses would not materially affect the combined financial position of the Hospital. n lj n -cl The Hospital also self-insures for workers' compensation and has accrued an estimate of this liability at December 29, 1996 and December 31, 1995. o 9. Concentrations of Credit Risk 1,' .' .. The Hospital grants credit without 'coll~teral to its patients, most of whom are local residents and are insured under various third party payor agreements. The mix of receivables from patients and third party payors at December 31, 1996 and 1995, was as follows: r~; L U f] J :; i.:I n U 1996 1995 Medicare Medicaid Other third-party payors Patients 37% 12 41 10 100% 36% 13 40 11 100% 10. Retirement Benefits f"l " . ~ ~ University Health Services, Inc. is th~ sponsor of a defined benefit pension plan covering substantially all the ~ospital's eligible employees. The' benefits are l?ased on years of" . service and the employee's average compensation for the five consecutive calendar years during the last ten years of service which produce~ the 'highest average. The Hospital's funding policy is to contribute the maximum of the net periodic pension cost or the amount required by ERlSA. Contributions are intended to provide not only for benefits attributed to service to date but also for those expected to be earned In the future. s .,. II" ~ 1m ~ 17 ~g . University Health Services, Inc. ~ I : I ; Notes to Combined Financial Statements (continued) f: - ... r 10. Retirement Benefits (continued) Ii J: The following table sets forth the plan's funded status and amounts recognized in the accompanying combined balance sheets, (in thousands): rn l8 1996 1995 .n -0 Actuarial present value of benefit obligations: Accumulated benefit obligation, including vested benefits of $49,737 in 1996 and $48,610 in 1995 o $50,181 $49,041 ~1 ...., . U Projected' benefit obligation Plan assets at fair value, primarily group annuity insurance contracts Underfunded projected benefit obligation Unrecognized net loss (gain) Net pension liability recognized in the combined balance sheets n u 1] _0 g $(64,970) 52,004 (12,966) 211 $(12,755) Net pension cost includes the following components (in thousands): 1996 $(62,999) 47,786 (15,213) (1,395) $(16,608) 1995 Service cost Interest cost on projected benefit obligation Return on plan assets Net amortization and deferral Net periodic pension cost j1 '1 $ 2,395 4,866 (1,164) . (2,487) . $ 3;610 $ 2,829 3,972 (7,553) 4,604 . $ 3,852 I -P.l y I,' "I . oj 11 18 ;. . University Health Services, Inc. .'; \ ( Notes to Combined Financial Statements (continued) r.: r . r-: I.; 10. Retirement Benefits (continued) r i i -. - Assumptions used in accounting for the retirement plan were: 1996 1995 f1 lJ n ...... : ~ Weighted average discount rate Rate of increase in salary scale Long-term rate of return 8.0% 5.9% 7.5% 8.0% 5.9% 7.5% D."! ~ I During 1995, the Hospital offered an early retirement program ("Program") to participants in the retirement Plan who were age 50 and older. The Hospital accrued costs of. approximately $7,546,000 as of December 31, 1995, to recognize the increase in the pension obligation resulting from this Program. ...I:C"J 17; L..~ n u In addition to the Hospital's defined benefit pension plan, the Hospital sponsors a defined belJefit health care plan that provides postretirement medical and dental benefits to full- time employees who have worked 10 years and attained age 55 while in service with the Hospital. The plan is contributory, with retiree contributions adjusted annually, and contains other cost-sharing features such as deductibles and coinsurance. The accounting for the plan anticipates future cost-sharing changes to the plan that are consistent with the Hospital's expressed intent to increase the retiree contribution rate annually for the expected increases in the health and dental trend rates. The Hospital's policy is to fund benefits as they are actually submitted for payment by plan paI:ticipants, rather than build a segregated reserve to finance future benefit payments. u o f1 u ~ ill fD rim pr.... ~-;,l: ~~~ .. 19 r.!i! ~ e} I. . i.. ; University Health Services, Inc. ~ n . , - 11 D - rn Notes to Combined Financial Statements (continued) . 10. Retirement Benefits (continued) The' foilowing ~able'presents the plan's funded status z:econciled with amounts recognized in the 'accompanying combined balance sheets (in thousands): 1996 1995 o Accumulated postretirement benefit obligation: Retirees Fully eligible active plan participants Other active plan participants $ 9,080 1,881 6,750 17,711 $ 8,394 450 4,774 13,618 n .... . ~ .E"\ Accumulated postretirement benefit obligation in excess of plan assets Unrecognized net loss (gain) Unrecognized transition obligation Accrued postretirement benefit cost recognized in the combined balance . sheets (17,711) 1,373 10,090 (13,618) (1,528) 10,720 u U~ ." . :1 U~ ., '. 9 m 1m $ (6,248) $ (4,426) Net periodic postretirement benefit cost includes the following components (in thousands): 1996 1995 I Service cost Interest cost Amortization of transition obligation over 20 years Net periodic postretirement benefit cost $ 532 1,233 $ 458 950 660 $2,425 464 $1,872 ., It.. III 20 - iljjj ~/ i, . University Health Services, Inc. ~ l.l Notes to Combined Financial Statements (continued) c: l : - .. rl lJ 10. Retirement Benefits (continued) rIi1.... till The weighted-average annual assumed rate of increase in the per capita cost of c'overed benefits (i.e., health care cost trend rate) is 3.5% percent for 1996 and 1995 ~nd is assumed to decrease gradually to 2 percent for 1998 and thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. For example, increasing the assumed health care cost trend rates by one percentage point in each year would increase the accumulated postretirement benefit obligation as of December 29, 1996 and December 31. 1995 by approximately $2,987,000 and $2,653,000, respectively, and the aggregate of the service and interest cost components of net periodic postretirement benefit cost by approximately $392,000 for 1996 and $316,000 for 1995. J~ -0 o ~ The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.5% percent at December 31, 1996 and 1995. T: 0; '. 1~ U o 11. Commitments and Contingencies University Health Services, Inc. has guaranteed payment in the event of default of one-half the principal and interest due on the $6,000,000 Series 1988 A and B Certificates of Walton Rehabilitation Hospital (see Note 1), a specialty medical provider located in the Hospital's service area. FJ lJ University Health Services, Inc. has guaranteed payment of a letter of credit, securing $27.195,000 Revenue Bonds Series 1990 and one-half of a letter of credit, securing $21,300,000 Revenue Bonds Series 1994 of Augusta Resource Center on Aging, Inc. d/b/a Brandon Wilde (see Note 1). 1m', ,', .\; I ~ ~ m 21 I e. University Health Services, Inc. ...: .... . i . Notes to Combined Financial Statements (continued) r- . ! i - T; L 12. Operating Leases f - ~ The Hospital leases property from University Professional Center II, Ltd. for Day Surgery, a Diagnostic Center and certain other space and from University Health Resources, Inc. for satellite offices. The lease has a minimum tenn of 10 years with two renewal options of 5 years each. The Hospital also leases office space and x-ray equipment from other unrelated parties. Future n1inimum payments, by year and in the aggregate, at December 29, 1996, are approximately as follows: r n u 1997 1998 19.99 2000 2001 Thereafter Total minimum lease payments $2,238,000 1,630,000 869,000 620,000 220,000 106,000 $5,683,000 r~ 1J n .. ! \J Rent expense paid to University Professional Center II, Ltd. for leased properties during 1996 and 1995 was approximately $1,178,000 and $1,210,000, respectively. u o 13. Functional Expenses The Hospital provides inpatient, outpatient, and emergency care services primarily for residents of the Augusta, Georgia area. Expenses related to .providing these services are approximately: n 11 1996 1995 ~~ f." .:!:.'. Patient care services General and administrative Total operating expenses $154~208,000 75,010,000 $229,218,000 $166,888,000 . 82,542,000 $249,430,000 m t!I 1m' ......:" Jlb; ~n ~;; 22 !if.; mi .. University Health Services, Inc. .-: i Notes to Combined Financial Statements (continued) - -- r- , l 14. Fair Values of Financial Instruments fl l.J The carrying amounts reported in the combined balance sheets for cash and cash equivalents, short-term investments, assets limited as to use and long-term debt approximate their fair values. The following methods and assumptions were used by the Hospital in estimating the fair value of its financial instruments: f . I ...l.. L' ..L Cash and cash equivalents: The carrying amount reported in the combined balance sheet for cash and cash equivalents approximates its fair value. -.. L Investments: Fair values, which are the amounts reported in the combined balance sheet, are based on quoted market prices, if available, or estimated using quoted market prices for similar securities. L ~: Estimated third-party payor settlements: The carrying amount reported in the combined balance sheet for estimated third party payor settlements approximates its fair value. - . i.. ~ r'~ t : ,,--,-' Assets limited as to use: These assets consist primarily of short-term investments and U.S. Treasury Bills. The carrying amount reported in the combined balance sheet is fair value. lJ f1 U Accounts payable and accrued expenses: The carrying .amount reported in the combined balance sheet for accounts payable and aCGrued expenses approximates fair value. r1: !5 lJ Long-term debt: The fair value of the Hospital's capital leases is estimated using discounted cash flow analyses, based on the Hospital's current incremental borrowing rates for similar types of borrowing arrangements. ."l"\ l~ I ~. ~ r:: ~; ., 23 [j . efT I' University Health Services, Inc. Notes to Combined Financial Statements (continued) r : I . r : -n [-; - - o 14. Fair Values of Financial Instruments (continued) The carrymg amounts and fair values of the Hospital's financial instruments at December 29, 1996 and December 31, 1995, are as follows (in thousands): ~r-: Cash and cash equivalents Short-term investments Estimated third party settlements Assets limited as to use Long-term investments Accounts payable and accrued expenses Accrued compensation, benefits, and withholdings Long-term debt and capital lease obligations u _r ~ -:!' . ., . I."; r,-:: L -L n LJ fj t I" :~- " - .~, 1996 Carrying Amount Fair Value 1995 Carrying Amount $ 8,513 26,038 8,310 8,660 2,591 9,504 14, 123 5,100 Fair Value $ 8,513 26,038 8,310 8,660 2,591 9,504 14,123 5,100 It is not practicable to estimate the fair value of the Hospital's joint ventures due to the limited information available to the corporation and the significance of the cost to obtain outside appraisals. I _r -112: F. I; II $ 5,591 20,480 8,585 10,006 7,326 $ 5,591 20,480 8,585 10,006 7,326 13,568 13,568 13,320 13,320 3,173 3,173 24 . . ~ ATTACHMENT F Verification of Construction Costs . . "U "" ~ Hinman architectural group, p. c. -- February 4, 1998 407 Seventh Street Augusta, GA 30901 (706)722-3052 Fax (706)722-4883 Mr. Kyle Howell Plant Services University Hospital 1350 Walton Way !;ucus"~ G~ ?09v"1 . ... 0 ....., ....J ~ .I. IN RE: M.Rl RENOVATION Dear Kyle: The plans and specifications for the M.RI. renovation have been distributed to RW. Allen & Associates for pricing. The following is the proposed total budget price for the project · Total Renovation/Construction Cost: · NE Fee: · Contingency Costs: · Total Project Costs: $243,770.00 $ 13,000.00 $ 24.377.00 $281,147.00 This budget is based on prepared contract documents priced out as stated by RW. Allen, and the fee includes all site visits from the NE team during construction. The total square footage to be renovated is based on 815 square feet At this point, we have calculated the cost per square foot to be $344.97. This would include the demolition of existingwalls, ceilings, HV AC, plumbing and electric as well as new flooring, walls, lead glass and frames, lead doors and frames, ceiling, HV AC, electric, plumbing, casework and controls. Should you have any questions concerning any of this infonnation, please do not hesitate to give me a call. &!JJJ2/J . ' RICHARD B. HINMAN. a. AIA President Registration #5474 RBH:klc . . - - ATTACHMENT G Indigent Care Policy . . UNIVE...~S ITY HaS PIT AL ADMIN1STRATIVE POLICY INDfGENT CARE A. Hospital policy related to public service 1. University Hospital is a public hospital committed to public service. No one seeking emergency services will be turned away because of their inability to pay for the services. 2. UniversitY Hospital will make the decision on the most cost-effective method of service that is appropriate for those who are unable to pay. 3. University Hospital will participate as a hospital provider for Medicare and Medicaid programs. University Hospital employees will be available during normal business hours on Monday through Friday (except holidays) to assist individuals in determining eligibility for all third-party programs. All other means of compensation must be exhausted before indigent services will be considered. ~ ~.:) University Hospital will energetically seek collections from all individuals with the ability to pay for hospital services. University Hospital will also seek collections on indigent patients that receive, or would be eligible to receive, third-party payments, but would not cooperate with the Hospital to ensure proper credit of those funds. 5 . University Hospital indigent care program is structured to benefit residents of Richmond County only, with one exception being the outpatient clinics. 4. B. Application procedure 1. Apply at the admission/registration point within three (3) months of discharge date. 2. Establish financial eligibility at time of application if possible. If not at application within 30 days or the application will be denied. 3. University Hospital will advise in VfIiting the verification requirements and time limits to provide the necessary information. University will retain a signed copy of the patient or responsible party as proof of this notification. 4. The patient or responsible party must exhaust all necessary steps to secure payment from all other sources (ins., Medicare, Medicaid, No-fault, etc.). . . UNIVERSITY HOSPITAL AD1\1INISTRA TIVE PO UCY C. Financial eligibility requirements .... 1. 2. 3. 4. 5. 6. ._"lo.' 7. A formal indigent care application will be accepted for any Richmond County resident. Proof of six (6) months residency is required. Income guidelines will be the income scale in use at time of service under the county contract for the appropriate family size. In order to quality as indigent, real propertY must not exceed 25 times the monthly poverty level for the appropriate family size. All savings must be applied to hospital bills before indigent allowance can be posted. In the case of deceased patients, final collection from the estate will proceed any indigent care allowance. All re-applications for indigent care must be written 30 days of original denied date. Indigent care allowance will be provided for inpatient, clinic and true emergency patients. Non-emergency cases in the E.R. will not" be allowanced. 8. Income is defined as total cash received from all sources before taxes or other deductions. Examples of commonly overlooked income include child support, social security, unemployment income, alimony, interest earned, insurance or annuity payments, etc. 9. . For reduced care, University Hospital recognizes income levels up to 175 % of the federal poverty guidelines. a. Income up to 125 % of the current poverty level: 1.25 X current level = 75 % discount b. .Income up to 150% of the current poverty level: 1.5 X current level = 50% discount c. Income up to 175 % of the current poverty level: 1.75 X current level = 25 % discount . . UNIVERSITY HOSPITAL ADMIN1STRA TIVE POLICY D. Guidelines for legal action to collect accounts - -- 1. 2. 3. 4. 5. 6. 7. .~.:.: 8. Patient must have minimum income that exceeds poverty level in place for Richmond County prior to legal action. Patient may have real holdings in excess of 25 times monthly poverty level income. This will justify legal action without regard to # A above. We must have verified deliverable address prior to legal action. Medicare deductible and co-insurance will not be subject to legal action. Medicaid eligible patients will not be subject to legal action except to patients estate. Accident cases will be subject to legal action from the responsible party until claim is deemed exhausted. Legal action will be pursued against hospital employees under this policy. They are subject to same provisions as others. Courtesy card is to be permanently revoked if legal action is taken against the holder. Number in Family Group Amount of Monthly Income proj\W1ivwom \poljcy 1 2 3 4 5 6 7 8 9 10 11 or more $90.00 140.00 190.00 210.00 245.00 265.00 285.00 300.00 320.00 330.00 365.00 - . RICHMOND COUNTY INDIGENT CARE REGISTRATION PROCEDURES - ... Revised 06/01/95 Only Ricbmond County sdf-pay patients will now be eligible for county reimbursement. These patients must receive approval for this reimbu.r.;ement from OFACS. Therefore:, a new proo::d.urc will go into e.ffect on 0 UI1J95 for-all patients. regardless of patient type. who: Have been Richmond OJunty residents for at [east 6 months Have no private insurance Have no Medicare. Medicaid., or Workers Comp . Are willing to sign a request for indigent certification screening It will be the responsibility of the registrars to receive indigent care applications and place the patient in T (femporarylPending Certification) status.. It will be the responsibility of the F1D3J1Cial Assistance Office to place the patient in the;1PPropraite R status when OF ACS responds with a certification or denial. Case A When a Ricltmond County self pay patient who wishes to apply for indigent certiflCation presents at any registration point., the following procedures should be followed.: · Fill out the indigenc, care application form and have the patient sign .it. Giv.e the patient a copy of the indigent care application form and the instruction sheet. Keep two copies of the indigent care application foem. . · Put a T-l~ T4, T9, or TX in the indigent care code field and the qment date in the indigent care date field in the CPt This will preserve the date of application for certification. · Register the patient as financial class T (TemporarylPending DF ACS Certification). · Create a new commercial type plan. Use plan code T99. Use current date as the "effective from'" date and 12131/99 as the 04effective thru.. date. Case B . To register a patient who has already applied for indigent certi.fi.cation and is still waiting for approval: · Verify that the patient has a TI-T4. T9. or TX in the indigent care code field. · Do not initiate another indigent care application form. · Leave the indigent care code and date"as is." · Register the patient as financial class T (TemporarylPending DF ACS Certific:ltion). Attach the T99 plan to the registration. Do not change the effecti\'e dates of the plan. ... Case C To register a patient wtro has received indigent certification: - - · The Financial Assistance Office wiII have entered the appropriate R indigent Clre code and insurance plan on the patient's record. See attached code definitions. · Verify that the patient has an RI-R4 or R9 in the indigent Clte code field and that the indigent c::u.-e date has not expired.. (The expiration date in the cpr should match. the e:<pir.ltion date on the plan code on the insurance screen..) ..... · If the patient's indigent care certification has expired. register the patient according to the CASE A . rules above. Otherwise.. continue. · Do aot initiate another indigent care application foem. .. Leave the indigent care code and date "as is. n · Register the patient as financial class R (Richmond County Certified). · Attach the RO I. R02. R03. R04. or R99 plan to the registration. Do not change the etfectiv'e dates of the plan. CaseD To register a patient who has been denied indigent certification: . · The Financial Assistance Office will have entered an RX in the indigent care code and the date' after which tQ.e patient may reapply in the indigent care date. · If the pa;tient has reached. the date for reapplication and the patient wishes to reapply. register the patient according to the CASE A rules above. Otherwise. continue. · Do not initiate another indigent care application foem. · Leave the indigent care code and date "as is." · Register the patient with the appropriate financial class and plan code. Do not use any of the Richmond County codes. CaseE To register a patient whose certification has expired: · Register the patient according to the CASE A rules above. . . ATTACHMENT H Transfer List -. -- - .....; : . ", . UNIVERSITY HqSPITAL. AUGUSTA. 9A . . TRANSFERLIST .' . , ..... " ',' . ',' . \. ," . .... . : . " . 5. 6. 7. S. Aiken Nursing HOrI.1e. Aiken.. SC 29801 Anne Maria Medical Care Nursing Home. Inc.~ N. Augusta. SC 29841 Augusta Christian Niatemity Homes. Inc.. Augusta. GA 30909 Augusta Regional Medical Center. Augusta. GA 30909 Augusta Surgical Center. Augusta. GA 30904 Augusta Treatment Center. Augusta. GA Barnwell County Rural Health Clinic and Barnwell County Hospita~ P. O. Box 588. Barnwell., SC 29812 Beverly Manor Conv.alescent Center. Augusta, GA 30904 Blair House, Augusta. GA 30904 Bon Air Life Care Center. Augusta. GA 30904 Minnie G. BosWell Memorial Hospital. P. o. Box 3.29, Greensboro. GA 30642 Brandon Wilde. Evans.. GA 30809 . Bulloch Memorial Hospital. Statesboro. GA. 30458 Burke County Hospital. Waynesboro. GA 30830 Columbia County Ambulance Service, Martinez, GA 30907 Community Dialysis Service of Augusta.. Augusta.. GA 30906 Community Dialysis Center of North Augusta. 205 Edgefield Road, North AugUsta. SC 29841 County-Wide Ambulance Service, Waynesboro. GA 30830 . Edgefie1d County Hospital. Edgefield., SC 29824 Elbert Memorial Hospital. Elberton, GA 30635 . Emanuel County Ambulance Service, Swainsboro, GA 3040 I. . Emanuel Medical Center, P. O. Box 879. Swainsboro. GA 3040 1 Forest Lake Manor. Inc.. Augusta. GA 30907 Georgia Regional' Hospital. Augusta. GA '30906 . Glascock County Ambulance Setvice, Gtoson, GA 30810 Glendale Nursing Home, Inc.. Wadley. GA 30477 Gracewood State School and Hospital., Gra.cewood., GA 30812 Hampton General Dialysis Ccnta-. Vamville. SC 29944 Heritage House Summerville. Augusta. GA 30904 Jefferson Emergency Medical Service,. Louisville. GA 30434 Jefferson Hospital, Louisville, GA 30434 . Jenkins County Ambulance Service. Millen, GA. 30442 Jenkins County.Hospital. Millen, GA 30442 Jennings Healthcare, Inc.. Augusta. GA 30906 KCntwood., Augusta.. GA 30909 Lake Crossing Health Center. Leah. GA 30809 Leisure Homes of Augusta.. Inc.. Augusta. GA .30906 . Lincoln Comity Ambulance Service. Lincolnton, GA 30817 McCormick Health Care Ccnta-, McCormick, SC 29835 McDuffie County Ambulance Service, Th~n, qA 30824 McDuffie County Hospital. Thomson, GA 30824 MCG Hospital & Clinics, Augusta.. GA 30912 Meadows Memorial Hospital. P. o. Box 1048. Vidalia, GA 30474 Memorial Hospital ofWasbington County. SandersVille.. GA 31082 National Healthcare Center of North Augusta, Marth Au~ SC 29841 Nephrology Center of Augusta.. Augusta.. GA 3090 1 Nephrology Center of Statesboro. Inc.. 201 Donehoo Sl, Statesboro. GA 30458 Nephrology .Center ofWaynesboro. Inc., Waynesboro, GA 30803 Penn Teck, Augusta. GA 30901. Reliance Healthcare of Augusta, Inc.. Augusta.. GA 30906 Reynolds Memorial Home, Edgefield., SC 29824 Richmond Nursing Home. Inc., A~ GA 30907 - 1 ~ 50 ;, -, L I 5_ , ". } :5". 9. O. l. 2. J. ~. : :.;} ~- - - JNIVERSITY HOSPITAL, AUGUSTA, GA . rp-.A.NSFER LIST . . . \ _ ,2. ~.,... .7 ....- . . I.. ..' Screven County ~6Spital., Sylvania, GA 30467 Sl Joseph Hospital. Augusta, GA 30904 Thomwell Satellite Center. Augusta, GA 30904 Walton Rehabilitation Hospital. Augusta, GA 3090 I Warren County Ambulance Service. Warrenton. GA 30828 Westwood, Augusta, GA 30907 Wilkes Health Care Center. Washington. GA 30673 Wt.lIette Wallace Dialysis Center, Augusta, GA 30901 Williston Health Care. Inc.. Williston. SC 29853 Wills Memorial Ambulance Service. Washington. GA 30673 Wills Memorial HOSpital. Washington. GA 30673 Windermere Nursing Home. Augusta, GA 30909 ~.:-..... 1/97 ~}~':::1 .., .... . . ..:.......'. 00' ..',00 0'':'' '"0 . . .. .~ . . . ATTACHMENT I Affiliation Agreement with the Medical College of Georgia . UNIVERSITY SYSTEM OF GEORGIA ON BEHALF OF THE . MEDICAL COLLEGE OF GEORGIA AND UNIVERSITY HEALTH SERVICES, INC. ON BEHALF OF UNIVERSITY HOSPITAL · STATE OF GEORGIA RICHMOND COUNTY ..... THIS AGREEMENT, made on the 1 st day of July, 1995, by and between the Board of Regents of the University System of Georgia on behalf of the Medical College of. Georgia ("MCG") and University Health Services, Inc. on behalf of University Hospital ("University Hospital"), both located in the city of Augusta, Georgia. The obligations of the Board of Regents shall be performed by MCG, primarily through its School of Medicine ("School"). WITNESSETH THAT: WHEREAS, the purpose of this Agreement is to guide and direct a working relationship between University Hospital and MCG in providing clinical learning experiences for medical students and housestaff of MCG at University Hos'pital as an integrated teaching facility; NOW, THEREFORE, in consideration of the following mutual promises, cove'nants and conditions, University Hospital and MCG agree as follows: CLAUSE 1: COMMON OBJECTIVES AND INSTITUTIONAL GOALS 1 .1 MCG and University Hospital recognize that although an agreement like this is necessary for a successful affili.ation, it is also necessary that understanding and sincerity control the many actions large and small taken from day to day if the parties are to achieve not only the common objectives of this Agreement but also the institutional goals of each party. The common objectives of the parties to this Agreement are the promotion of: a. Quality patient care; b. A positive and productive educational environment for medical students, housestaff (sometimes hereinafter referred to as residents) and the medical staff of University Hospital; c. A positive public image of University Hospital as an integrated teaching hospital; d. Broader based patient care for the clinical education program at MCG; e. Productive clinical and health care research; and . .... .. IN WITNESS WHEREOF, University Health Services, Inc. and the Medical College of Georgia have caused this Agreement to be executed and delivered in duplicate at Augusta, Georgia, the day, month and year first above stated. BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA UNIVERSITY HEALTH SERVICES, INC. - - By: o By: D~~ President Francis J Presiden Medical College of Georgia 16 . . - - ..... ATTACHMENT J Evidence of Site Entitlement ..... ".. . t: .... ...... ..... r:.:- c:?= .,.. (: :" ~ ~ STATE OF GEORC!A I LEASE AGREEJ-{ENT COUNT'{ OF RICH~ONO ~ ! T N E SSE T H: ---------- WHEREAS, Richmond County Hospital Authority (herein referred to as "RCHA"), 'Which owns and operates University Hospital, has determined that' the health needs of the community 'Will be best served hy leasing University Hospital and its related facilities, along ~ith an assignment of other assets. to a non-profit corporation. University Health Services, Inc. (herein referred to as "tJH.SlC) , ~hich has been created to lease and operate University Hospital and its related facilities as an acute care general hospital for the benefit of the general public; and . , , . . WHEREAS. RCRA has determined that a lease of University Hospital and its related facilities, being a part of an overall plan of corporata reorganization, ~ill promote the public health needs of Richmond County by making additional health care facilities available in R~chmond County and ~ll tend ~o lo'Wer the long-term cost of healt? care in Richmond County because the lessee viII enjoy greater operational flexibility and have the ability to compete more effectively vith qther health care institutions, the~eby promoting efficiency 'While protecting University Hospi~al and its .fa~ilities as a community asset operated on a non-profit basis; and ~ ,,; . ... .' . ,,; .. ~ I WHEREAS, RCHA has determined that URS~ being organizea as a . n~n-profit corporation, the purposes of vhich are eXflusively charitable, educational and scientific, vill not operate in such a manner vhich vould contravene the mandate set forth in the Georgia Hospital Authorities Lav, C.C.G.A. 5 31-7-77, and that URS viII operate Cniversity Hospital on & non-profit basis, 'Without inurement of benefit or profit to any private person or individual, but 'With sufficient reyehues over expenses to provide "for proper maintenance and reasonable reserves; for the improvement, replacement or expansion of the present hospit~l facilities and services, all as contemplated in the Georgia Hospital Autho~ties Lav; and " '. WHEREAS, UHS has agreed to provide s~rvices to the indigent sick of Richmond County, and to continue to operate emergency care facilities available to all citizens regardless or abi~ity to pay; and c c WHEREAS, UHS has agreed that it viII continue to parricipate in federally sponsored Medicaid and Medicare programs; NO~ THEREFORE, for and in consideration of the sum of One Dollar' ($1) in hand paid, plus other good and valuable consideration. including. -- .lJithout limitation. the"assumption of the obligacions herein set forth. RCHA". as lessor, does hereby lease to mfs. as lessee, for a term of fort:' (40) years, the Universicy Hospital and its related facilities, a~ more particularly described on E~hibit A attached hereto and by.reference incorporaced herein. subjecc to any valid rescriccions applicable thereto. pursuanc co che te~s of O.C.C.A. S 31-7-75(7)) and upon the (011o~i~~ additional terns and conditions: \ . .- .... .. .... -. ... .... '. to Lease Ce~. The le~se Ce~ shall commence on such dace AS: (i) UHS shall have received a p~iv~ce rulin~ from the !ntern~l Revenue Service that: it is e:<:empc from income t~:':.acion under ~ SOl (c) (J) of the Incp.rn~l Revenue Code; and (ii) UHS has been issued all necessary licenses for the continup.d operation of University Hospital by UHS as lessee. When the above described events shall have occurred.. OHS shall deliver a certificate to RCHA, certifying as to the same, and the term s~all run for a period of forty (40) years after the d~re of such certificate from . tms. The lease term shall not bE" terminated unless an event of termination, a~ defined in para~raph 27 below. shall have occurr~d. 2. Non-profit oper~tions. \ (a) UMS shall not operate University Hospital for profit and' shall . ; . fix rates and char~es consistent ~ith such policy and in such amounts as vill produce revenues sufficient, together ~ith all ocher funds, (i) to pay principal and interest on certificat:es and obligations of RCHA issued for the :benefit of UHS, (ii) to provide for the maint~nance an~ operation of University Hospital and its related facilitie~. (ij~) co create and maintain reserves sufficient to meet the princip~J . and interest: payments..due on any certificates in anyone year after the issuance thereof and, (iv) in order to provide reasonable'reserves for t:he 1mpro~ement:, replacement .or expansion of thi present facilit:ies or services. . .. ... .a . . ~ (b) UHS shall operate and conduct its .affa~rs exclusively for charitable, educat:ional and scientific purposes ~ithin the meaning of S 501(c)(3) of the Internal Revenue Code of'1954, as tmended, and no assets of L~S shall inure to the bene;it: of private persons, individuals or entities. URS shall apply for, Qbtain and maintain an exemption from taxation pursuant to S 501(c)(3) of the Intern~l Revenue Code. . ". 3. Rospital operar.ions. UHS shall ~perate Univ~rsity Hospital as an acute care ~eneral hospital for the benefi~ of the general public. .!hosP. activities, services and facilit:ie~ presently provided by University Hospital shall not be diminished, curtailed or ceased unless UFS shall have dpcermined that any such diminishment, curtailment or cess~tion shall promote the public health needs of the community. UHS is aut:horized to augment, improve or increase any existing service or add any service, or to shift any cur~ent: or ne~ service to another facility or entity if UFS determines that such ~quld benefit the public health needs of the community. 4. Emp.r~encv ~ervice$. UHS shnll provide emerRency tre~tmenr facilities and no person shaLl be denied emergency care due to inabilicy ~o r~Y. '. 5. Ambulat'lce ~ervice. - (a) \'ttS sha 11 opet":1te such ~crvices is ~~de ava11~ble the amhulo.nce service so lC'nR as fund in~ (0(' to UHS or RellA.by Richmond Councy. 1 \ -2- . -r~~ -. ~' -. e.' ...'-- : ..~ -, " (. - ~,: (b) On and as of che firsc day of che Ce~ hereof, RCHA cr3nsfers, assigns and conveys cO UPS all ies righe. eicle ~~d incerest in and Co che revenues payable co RCHA arisin~ under and by vircue of che presenc ambulance service contract, or any successor concract. yieh Richmond Couney, RCHA shall not modif,. amend, or termin~ce any such concr~cC yiehouc ehe prior consenc of UliS. (c) R~~A yill not concract yich any ocher hospital or health care provider for ambulance services yiehout first givin~ UHS the r~ght and opportunity to perform such services. 6. Indi2ent care and contract ri~ht~ yith Richmond County. (a) ~CRA transfers and~ssi~n~ to UHS all of it~ ri~ht, title and interest in and'to the tevenues actually paid or payable to RCHA arisin~ under a~d by virtue of n cereain contract among RCRA, the City Council of Augusta and Richmond County, "dated February 1, 1966, plus all the revenues actually paid o~ payable to RCHA arising under and pursuant to a certain indigent care agreement betveen Richmond County and RCHA. dated September 20, 1917. In consideration of such assi~nment. UHS shall ~rovid~ all of the indi~ent care obligations of RCHA under and pursuant to said agreements:and RCHA shall remit to UHS all monies, as and yhen recei~ed by it, from Ricncond County fot: indiget'1t care. ! . .. .. (b) URS shall have the right to.. enforce sa:1d contr~cts in the n.a.ae of. RCHA, including, yithout licitation. the ri~hc to institute action in its . nme or in the name of RCHA or both. RCRA .agrees to take all nece~~~ry ". ~; action to keep said contracts in full force ani d effe.ct uncil ~?ey e~pire by their terms. ! . . . . (c) On and as of the first day of the term hereof. RCBA crnnsfers, assigns and conveys to URS.ics right ro the payment of monies pursuant to the terms of paragraph S(c) of the contract, dated February 1. 1966, among RCRA. City of Au&u~ta, and Richmond County. In consideration of said assi~nment. URS shall provide for the continuous operatio~ of University Hospital and for '"re~sonable reserves for the expan~ion of hospital facilities and services. , ' I " , mutually otpe~iae agreed, RCRA vill not send are. referred to ic for treatment by Richmond the Feb.ruary l~ 1966 contract among RCRA. City to any other hospital except that hospital . (d) Excep t as may be the indigent sick and' poor who County under paragraph 5 (a) 'of of Augusta and Richmond County operated by URS. I I (e) In consideration ot the indi~ent care obli&~tion assumed hereunder by UHS, RCHA ngrees chat 1t yill no~ contract vith any' other ho~pical or health care provider. ~r cstabli~h any f~cility, co provide ~r.y medical, hospital or hc;tlc:h care services ..ithout fir::;t givin~ UHS tl\f~ righc ~nd opportunic:y to undert~ke such services. . . 7.. C~mplian~e y{th Rirl-~urton ~rant rn5crictton~. To the e~cen: ~rplicable to RCHA as o~ the effec~iva d~ce. UHS ~hall opernte University IJospic:1l and its retacl'c. f~ci1ities :1n compli:mce yich aU..- rt"~tricc:iC\ns and regul.cions pursuonc to che provisions of the (Ublir Heal,h Service ^rC. " , " . -'- - ... . V.S,C. S 291c(e), and ~he ~e~ulacions p~omul~~ted ~hereunder ~hich requi"e th~e che f~cility conscrucced or mode~ntzed y{ch federal ~r~nt ~onies be ~ade avail~ble ~o all persons residing in ehe cer~icori~l area of che applican: and ~hich requi~e chat chere be made av~il~ble in such faciliey a ~ea9onable volume of services to perS0ns un~ble co pay therefor. - -- 8. Issuance of revenue ancicioac:ion certifi.cates, .rent. ..... (a) In the evenc UHS shall determine that the acquisicion, construc~ion, alteration, repair or modernization of existing' or additional facilities ~iil promote the public health needs of Richmond County or yill provide health care more efficiently in Richmond County and neither RCRA nor UHS shall have sufficient unallocated funds~to pay for such acquisition. conscruction. alteration, rep~ir or mod~rni;a~ion, and it ~halJ he dete~ined by UHS that the most desir~hle "means t~ raise the capital for such acquisition, construction, alteration, repair or modernization shall be the issuance of indebtedness. RCHA agr~es that it yill not unreasonably ~~thhold its consent to ehe issuance of revenue anticipation certificates. ana after . such consent shall have been given, it shall cause to be issued revenue anticipation certificates as authorized by lav, the income from ~hich sh~ll be exempt from federal income taxa cion purs~ant to J 103 of the Interna~ Revenue Code of 1954, as amended. ~ny funds received by RCHA from the " issuance Qf such revenue anticipation certificaces shall be used exclusively for the purposes for ~hich such revenue ancicipation certificates yere issued and as allo~ed by l~. Any such facilicy.acquired. con$tructed, altered, repaired, or modernized .yith the proceeds from the issuance .o'f such revenue . anticipation certificates shall be included in and become a part_ofl this"" :71ease'. ' . . (b) In the event UHS shall de~m ic henefi~ial. in order to promote the health care needs of Richmond County, to refinance its indebtedness ou a tax free basis. RCRA a~rees that it ~ilJ not unreasonably.vithhold its consent to the issuance of revenue anticipation certificate~. and after such consent is given, it shaJ 1 caus.e to be issued revenue anticipation certificate~ as authorized by lay. fn order., to accomplish such refinancing. RCHA shall use the proceeds derived from the issuance of,. said revenue anticipation certjficates for those purpose~ for ~hich such revenue anticipation certificates ~ere issued and as all~ed by lav. includin~. vithout limitation. the acquisition of the.oucstanding debt or obligations of ,URS, ~n \lhole.or in part:. or'.RCHA may itself., or through a fiduciary or a~ent, hold and pledge such acquired debt or ohli~ation as security for the payment of such revenue nnticipacion ccrt:ificates. II (c) In the ev~nt RCHA and UH$ shall mutually a~ree upon the feasibility of the issuance of revenue anticip~tjon cert!f1caces for any other purpose not addres$ed herein. RCllA a~rees that. it yill cause such " certificaces to be i:'1sued and sh.:lll use the proceeds as alloyed by lay C1.nd as m.:J.y be mutually aKrced ~etveen it and ll~S. " (d) UHS shall pay to RCRA (~~ directly to any truste~ o~ a~enc as RCHA may direct), as t'et'l~. ,qmollnc:~ ~ufEicient in ~ach yp.~I" to pay the currenely mA~urin~ in!ltallments of rri ncipo:ll o:lnd incerest \'n any 5uch revenue - - .c. - - Q~ " '.. c: anticipation cercific~ces issued for the purposes as herein set Eo~ch in subpara~t:'aphs (a). (b) and (c). Such renC paymencs shall be paid at such times as required by the cerms of ehe revenue ancicipacion cercificac:es. (e) In addition, UHS shall pny to RCHA, as rent, che amount necessary, as decermined by RCHA and aireed upon by UHS at the time of issuance, to be paid each year inco any reserve funds yhich ~CHA may dee~ advisable to be established in connection ~ith the retir~menc: of said revenue ancicipation cercificaces and the maintenance of the project. 9. Use of revenues bv RCBA. (a) .All revenues derived by RCHA from this lease shall be app lied. by RCHA to the payment of any revenue anticipation certificates issued in connection vith the ~cquisition and construction of any projec~ (as such teLm is no~ or hereafter defined by the Hospital Authoricies La~), and the payment, in ~hole or in part;' of any outstanding debt or ohligation of URS yhich ~as incurred in connection yith the acquisicion and construction"of facilities of UHS (including any redemption or prepayment premium due chereon), or to the payment of any other ~~penses incurred in connection ~ch the acquiring, financing, maintaining, expanding, operating or equipping.said project. , (b) To the extent thac UHS pays to RCRA any funds as'a'maincenance reserve, pursuant to paragraph See) .above~ RCHA shall hold such funds e~~lusively for such purpose and pay over such funds to UHS upon request by _.UR"S. UHS shall request such funds in the form of a certificate qf 4Ul,offic.er ~cercifying that maintenance costs have been incurred.by it. , 10. Assignment and conveyance of assets. . (a) To the extent not described in ~~hibit'A or otherwise herein, RCHA transfers, assigns and conveys to URS, subject to any liens.or other indebtedness thereon, all of its assets, including, ~ithout limitation, all 'inventories. .supplies, account receivables, vehicles. choses in action, 'contracts, leases, employee benefit accounts (subject to the provisions of . paragraph 12 belo~L furniture, fi."(tures. equipment, tradenat!les, policies of insurance, group plans of insurance. cash, operating licenses, operating and other monies, self insuT'ince. fund and. ~C'od vi11. To the extent any' of the foregoing sh~ll not be assignable, RCHA agrees to remit to UHS, as and yhen received, any funds or monies produced by or derived from said assets, or to allov UHS to use or possess such assets subjeet to such ..liens or indebtedness thereon. I I (b) UHS is peroicced to use ~ll such assets in the operation of University Hospital and to repair or to replnce or not to repair or to replace such assets as they have become yorn. inoperable. or obso1ece,and' UHS shall have complete discretion in decidin~ yhether or.not to repair or.-- .replace any of such asseCs. UHS ~s pe'C1llitted to sell, salva~e. or tr:1cie-in any such assets noC necessary in its opinion for the operation oE Universicy Hospit~l. Any proceeds of the s~le, s3lva~e, or tr~de-in of such assets ~y be retained by UHS. ... .... . -. ... " , ~ It. Assumocion of ti~btUtie:;t. VIIS assumes 1\11 oper.:ltin!1; and ocher li.:lbilicies of RCHA. includl:1~, Y1.chout li.mitation, all accounC3 payabLe. concr.:lCC obli~ations. lease obli~aeions. accrueo but unpaid salaries, payroll deductions. vac~cion obli~aeionst obligations under ehe self insurance fund and obli~acions under any retir~menc plans (subject to che provisions of paragraph 12 belo~) and deferred compensation ar7angeQeats. .. 12. Emolovees and emolovee benefits. All employees of RCHA shall become employees of UHS which shall be solely responsible for ~che payment of all salaries and employee benefits. e~cept as provided belov~ UHS shall have the discretion to hire, termina~e, promote or assi~n employee~ and co hire agents or independenc concraccors. URS shall also have the discretion to det:ermine and adjust salaries and employee benefics. UHS and RCHA shall cooperate to insure that che Ret:irement Income Plan for Employees of University Hospital (the ttPlanlt) l.s mainc.:lined to provide a ret:1rement: benefit for the employees of UHS. UHS may elect, at ~ny time hereafter, to provide such retiremen~ benefit in the following manner: (i) to pay .~o ReRA a sum of money ,sufficient to provide the contribution required under-' the , Plan. in which case RCHA shall maint.:lit'1, the Plan and keep it in force; or (ii) to have the Plan transferred to UHS (or any p~rent organization of ~S), or have the assets of the Plan transf~rred to a ney plan, in yhich case:unS (or its parent) shall maintain the Plan or a ~uccesso~ plan. If UHS el~cts (i) above~ URS shall provide or obtain. at ies cost, alJ administrative, actuarial and ~ccounting, and investment services necessary fbr the proper maintenance of the rlan and benefits for.the employees covered thereunder. .r~ UHS elects (ii) above, UHS may not: subsequently elect' to ~ave RCHA . maintain the Plan. as under (1) above. vithout ~he prior consen~ 01 RCRX. ~. . ~ 13. Public funds. At the date hereof, RCHA receive; no funds from ;he tax~ayers of Richmond County other than moni~s .for the o~eration of the ambulance service and for the provision of indigent care; however, in the event Richmond County shall hereoft:er pay to RCRA funds fo~ the operation of University Hospital or its related facilities ~r for the retirement of auy de9t hereafter issued by eicher RCHA or UHS, RCRA a~rees. upon receipt of such funds. and in consideracion .of the oblightion by URS to assume all operating responsibilitie~ of ReBA, to remit ~nd pay th~ same over to,yRS. , UHS may. in turn, be obligated, under the terms. of ~aragraph 8, to pay 4 portion of all. of said monie~ to RCRA as rent.~ . . . .14. Medical ~taff. On and as of th~ first day of the term hereof. UHS shall bp the ~overning body of University Fospital as contemplated by the bylaws of. the Medical Staff of Universi ty Hospit<1]. and UHS shall have all the rights and authorities of the governing body yith res~ect to the Medical Staff of University ~ospical. 15. First refusnl. RCHA shall not sell the property he~eio leased to UHS without fir5c giv1n~ uns the option t~ purchase said property upoi the ~ame c~rms. condition~ ~nd fo~ the same price ~s shall be'offe~ed, bon~ fiae, to RCHA by any ocher prospective purchase~. UHS sholl have a period of c~e "hundred ei~hty (180) dny~ afcer receipt of y~ittpn notice in yhich to meet the offer of any ocher pcop~~ed purchn~c~ ~nd one YCI\~ follaYi~g che date on yhich it r.ives nocice of accepc~nce of ~uch ~ffer ~ithin ~nich to close the tr<1n~:lction. t \ L . ,.. \. - - .- - -- (:'.' ~~. -.. - c. '= 16. be sublec or use co yhich rescriccions Subletcin~ ~nd ~~~t~nment. chis lease assigneu by UHS. the property is put shall be app1ic~ble to said propercy. The property leased hereunder may in yhole or in p~rt, provid~d che consiscent with any valid 17. Reoairs and dama~es ~o che leased premises. (a) UHS shall maintain and repair the leased premises in such condition, order and re?air as the same are in a~ the time of commencement of the lease term or as may be installed during ~he lease term, reasonable year and tear and damage by fire or other casualty e~cepted, and agrees, upon' demand by RCHA. to repair any damage to any part or par~s of the leased premises or buildings; and agrees to permit no ~aste of the leased premises, or to allo~ t~e same to be done, buc to take good care of the same; and agrees, on terminacion of this lease, to surrender to RCHA quiet and peaceful possession of said premises in like good order as at the commencement of said term, natural ~ear and tear extepted. . (b) UHS shall be responsible and liable for any injury or damage done to the leased premises or the buildings located thereon, ~hich injury or damage is occasioned by,acts of UHS or its employees or any occupanc or . invitee yhpm UHS permits to be on or about th~ leased p~emises. , u .. 18. Insurance. . . . (a) UHS shall maintain fire and casualcy insurance, ~ith carriers of UHS's choice, on the leased premises in a reasonabl~'nmount, ~it~.such . policy provisions, including deductible amounCs aDd ~~clusions ~s URS determines to be reasonable. Subject to the rights of holders. of liens on th~.leased premises securing the payment of indebted~ess.. RCBA shall be named as firsc loss payee on all such policies of insurance. URS shall not commic any act which would terminate said coverage. URS is permitted to obtain other policies of insurance, such as busines~ interruption insurance, or ocher insurance, and such policies may be payable solely to URS. UHS shall annually provide RCHA with a certificate, or ~th copies of actual policies '~f fire and casualty insurance. shoying amoun~ of covera~e, deductible. amounts, exclusions and other policy provision~. (b) In the event the le~sed premises: shall be damaged by fire or other casualty, ~hich damage does not render the premises untenantable. UHS shall initiate or cause to be initiated the repair of such damages. and RCHA shall assign to UHS its interest in said policies of insurance, or, if the proceeds of such policies have been received by RCRA, shall promptly pay-.such proceeds to URS. (c) In the event the pre~ises shall be so e~tensively dama~ed by fire or other c:lsualty that UHS should, in its sole :discretion. determine che premises co be untenanc:lble and ch:lt it shall be uneconomical co repair such'- damage, it shall assign 'co RCHA any ine~resC that it may have in and to said fire and casualty insurance poticfes or the proceeds derived the~cfrom. This lease and the cen...ncy herehy crc~c:~d shnl t cease tl~ of the date of "'!'\::li~nt:lent of said interest in said policies or the proce~ds derived lherefroa pursuant to the terms or this subrnr~~raph (c). I 1 I 1 . . ~ . .. ~ l~. Rules and ~e2ulacions. UHS sh~ll h~ve the riGhc and auchoric7 co make and enfo~ce such rc~sonabLe rules and.re~uLations as, in its ~ud~ment. may from time Co c~me be needed for che .safety, care and cle~nline~s of che le~sed premises and for the p~ese~acion of Rood o~der therein. Such rules and re~ulations m~y. be changed. replaced or amended at any time, from time to time, 1n the discretion of UHS. ~ 20. Comoliance yith ~overnmental regulations. . UHS shall comply, co the extent reasonably possible, yich all applicable rules. orders, ~rdinances and regulations of the government~l authorities of.the United Scates, State of Georgia. County of Richmond and City of Au~usta, and all departments and subdivisions thereof. . - 21. Indemnicv. (a) Except as to any loss occasioned by the ~ad faith of RCHA, UOS shall indemnify and hold har=tess RCRA fr~m and against any and all claims, demands, actions, suits. judgments and costs and expenses (including J:ees of . attorneys and experts) no~ pending or hereafter arising in connection vith or graying from the operation of University ~ospital and ics related facilities. W~th respect to pending legal actions, URS shall assume the cost of defense thereof and may continue said defen~e either in the na~e of RCHA or in its awn name. , . . . (b) RCHA shall give prompc n~tice to URS of any claim, demand, suit or action for which ic claims indemnity hereunder. . RCHA-shall not pay, seti1e, co~promisef or satisfy any such claim, demand. suit. or action :twithout the prior, express consenc of U~S. yhich'consent may be ~chheld in the discretion of UHS. UHS shall conduct the defense of or re~ponse to any such claim. demand, suic, or action and may conduct such defense O~ ~esponse . both in its o~ name or in the name and stead of RCgA. Upon payment by URS of any indemnity hereunder. URS shall be subrogated t~ all rights of RCRA against any person in respect to the event for which such paymenc relates. 22. Condemnation. (a) In the event that all or any portion of the leased premises shall be taken by condemnation or the exercise of the power of eminent domain or by a governmental body, this lease shall continue in effect except ~s provided below, and any and all proceeds of such condemnation shall be applied in the following order of priority: (i) To any indebtedness incurred by RCRA or UHS, the 1\ paymenc of yhich is secured by a lien ~n the premises yhich are sub1ect to the conde~acion or ecinent do~in t~kin~, if and to che e~tent required by the terms of any indenture or not~ cvidencin~ the indebtedness; (ii) La UHS co the extent of the fair market valup., ns o~ the dace of the takin~. oE ics leaseh~td inte~~~t in the preoises taken. and (iii) To RCHA. -~- . .(.~ -. - .... Co;.. , .".. . .. ". '. ( ': u '- If such takin~ involves a subsc~nci~l portion oc the leased pr~~ises such th~t, in che opinion of UHS, the le~sed premises ate rendered subscancially unusable coc the purposes co yhich it has been put, RCHA and UHS ot UHS alone shall reconstrucc che improvemencs on the leased premise5 or elsevhere and apply ehe proceeds of $uch caking co che cost of conscruccion, equipping and refurbishin~, ot if such reconstruction is not undertaken, this lease sh~ll te~inace. If UHS so elects co reconstruct the leased premises, all funds received by RCHA under this subsection (a) shall be paid to UHS co be applied to construction costs. (b) UHS is autho~i%ed by RCHA to negotiate on behalf of RCHA ~ith ~ny governmental agency as to thp. fair value of. any prope~ty to be taken including the right to sue or to conduct the defense of legal action in conneccion vith a taking o~ proceeding relating thereto. The leasehold interest of UHS is deemed an asset of UHS. separate and apart fro~ the fee ovnership in the real p~operty sub)ect to this lea~e and URS is authorized eo receive and retain compensation for such leasehold interest on account~f any such ta~ing, as provided in subsection (a) above. . (c) RCHA shall not use. or auchorize any other public body or go~ernmental agency to use, the poye~ of eminent domain ~ranted to RCHA pursuant to O.C.G.A. S 31-7-7S(l:?') so as take :the leasehold interest of UES in the leased premises. .j " .. .. (d) RCRA yill ey.ercise, upon. request by URS, its povers of eminent do~ain to acquire property for the purpose of providing for tne health care ~eeds of the community, provided that RCHA ha~ concurred with tha. .. ~determination by UUS that such emincnt domain ~akjng.vill promQ~e tne healch care needs of the community. . .. 23. Medicare/Medicaid p~ovid~r. URS shall hecome the provider of services, as that term is defined in 42 U.S.C.' 1395x(u). 139Scc. aod RCHA will assist UHS in entering into an agreement with the appropriate governmental official in order to qualify UHS as the provider of services. . I 24. Operatin~ expenses and facilities fo~ RCHA~ URS shall prpvide to RCHA such facilities and staff supporc services as may be reasonably nec~ssary in connection with any meetings or.a~tivicies of RCRA and its committees. URS shall provide to RCRA. or assume che responsibility for paying en behalf of RCHA. such operating expen~es of RCF~ as. shall be . reasonably necessary and as may be a~reed upon by URS from time to time. 25. Coven~nt of quiet eniovment. RC~A hereby covenants and a~~ees th~t UHS shall have the right to che quiet en)oyment of the leased premises. and yarrants said right agnirtst the cl~ims of all persons. RCl-'.A further covenants and ag~ees that ic yill IlC'C subject: ~ny of the leased premise'S Co any lien, claim, or security interesc, nor y{l"l it penait .any lien, claim: or securit;r interest arising by, chrough, or under RCtlA to exist. 26. Default. (a) The follouin~ shall h~ con~tdered events of defaulc hereunder: i i I 1 . - ... . (i) The nonp~ymenc by UHS oE ~ny rent required hereunder yhen due; -. - (~i) Macer1al breach oE a covenanc hereunder by eieher UHS or RCHA Ear ~hich subse~ntial action co effece a cure of said event of defaul: has noc been instituted yichin thirey (30) days after receipt by the defaulting parey of nocice of said evenc of defaulc. (b) In the evenc of defaulc hereunder, for yhich curative action has not been instituted as set foreh above. the aggrieved party may; at its opcion. immediacely terminate this lease agreement, or insticute an action in a court of competent jurisdiction for damages: or alloy this lease agreemenc to remain in effect and inscituee an aceion to specifically enforce the performance of the covenants contained herein. 27. Termination. This lease agreemene may be: terminated by ehe mutual consent of the parties~ by the substantial destruction of the leased premises as a result of fire or casualty as set forth in paragraph.l8.(~), by .reason of default hereunder as set forth in paragraph 26. by the taking of a substantial portion of the leased premises as set forth in paragraph 22(a), or upon the expiration of the lease term as set forth in paragraph 1. ' '. 2&. . Effect of ter.:1inac:ion. Upon cermination of this Lease Agreement, UHS shall reconvey, retransfer and reassign to RCHA~the leased premises, plus its assets as then existing subject to such debt or other liabilities as may be applicable thereto. ~ . 1.' .. . . . '. .. ~ 29. Joint action and further assurances. RCRA and UR?" shall cooperate and use their best efforts to perform their respective duties and obligations hereunder and to carrY ouc and effectuate the purposes of this Lease Agreement. RCHA vill promptly and duly execut~ and deliver such documents and assurances an4 take such further act.ions as may from time to time be reasonably requested by UHS in order to more effectively carry out the intent and purpose~ hereof. . . 30. Appointment of the Trustees of UHS. Follavtng the electi9n of . the first regular Board of Trustees of UHS. RCRA shall have the p~er to appoint the trustees of UHS; hovever. each person so appointed shall be one of three persons n~minated for such position by University Health, Inc. 31. Represent~tion of RCHA on the Board of Trustees of UHS. Folloying the election of ~he first regular Board of Trustees, three members of the Board of Trustees of URS shall at all times be then serving membeTs of RCHA. provided only that there be three members of RCHA villing and able to serve on the Board of Truscees and that RCllA exercises. its poyer to appoint those members of the board. 32. Medical St~H Representat!on on 13o:1rcl of l'rus'tees of UHS. One'. member of the Board of Truscees shall be an active member of the Medical Scaff of University Hospic~l. l1\e:Hedical Sc~ff shall nominace ten (10) persons for such position co Vntv~rsity He~lth, Tnc. nnd University Health. _lrl_ .- - ., - ...,.. E... - (. . .. -'. '. l> rnc. shall selecc three (J) of tho~e nominec$ for such posicion. The person \Jho shall serve shall be ~PPo incl..!d by RCtlA f com che three nominees submic:ccd by Universic, Healch, rnc. JJ. C.1moensation of ehe Truscees of UHS. No trustee shaLL cecei'Je compensation Eor his services as a trustee oc the Corporation but may be reimbursed for his actual e~penses .incurred in the perfonnance of his dueies or, in the alternative, the trustee may elect to be reimbursed for such expenses on a per diem basis in such amount as is alloyed by laY for members of a hospital authoricy. 3~. Avoidance of Conflicts of Interests. The truscees'of ~rtS shall be restricted from dealing yich UHS in che same yay that members of RCHA are restricted in their dealings yith RCHA pursuant co O.C.G.A. S Jl-7-74(b) and (c) as those provj~ions noy exist or may hereafter be amended. 35. Ooen Meetin2s and O?en Records. During the term of this " lease. ~S :and all. affiliated corporations shall comply yith O.C.G.A. S. ,50-14-1 et seq. (commonly kno~ as the Sunshine Lav) and O.C.G.A. S 50-18-70 et seq. (commonly kno~ as the Open Records Act) as the same noy e~isc or ~y hereafter. from time to time, be amended as if UHS or its affiliated corporations W'ere hospital authorities. '. , . 36. Disclosure of Financio.l Information. Annually, URS" shall furnish or cause to be furnished to RCHA bo~~ a consolidated and individual, audi~ed. financial stacemenC, including a balance sheet and profit and loss .s~at~ment for the preceding fiscal year. Such.statements shall b~.p~e~ared by an independent certified public acc~untant. The cqnsolidateq.stacement shall contain the results of operations of University Health, Inc. and all it~,affiliated or subsidiary corporations. UHS shall. also furnish to RCHA periodic accounting reports, both on a consolid~ted and individual operating basis. Such reports shall include a balance sheet and a profit and loss statement. The consolidated statement shall contain the results of operations for said accounting period for University Health, Inc. and its' affiliated and subsidiary corporations. All of the foregoing financial reports shall be mad.e available for public insp,eccion. '. 37. Sublease of Extended C<1re Facilities. The provisions of '. paragr~phs 30 throu~h 36 above sh~ll be made applicabl~ to Universicy Ex~ended Care. Inc. during the term of any subIease of the excended care facilities of University Hospital from UHS to University Extended Care, Inc. . I . 38. Miscellaneous macters. (a) All notices. required hereunder sh<111 be sent certified ali'lil, return receipt requested, to the "respective p~rtie$ ~t the folloyin~ addresses or at such ocher o.ddress as either p~rty may sub~equently design~ce: j i . . -- - ""'!" .... .. (1) Ch~irman, Richmond Councy Hospital Autho~1ty 1350 ~alton ~~y (to) Augusta, Geocgi~ 30910 ( 1 ) Pre sid en t, Un i v e r sic Y He ale h S e t"v ice s, In c , 1350 ~alcon ~ay (10) Augusta, Georgia 30910 (b) This Lease Agreement constitutes the entire agre~ment be~.een the parties here co yith reference to the subject matter hereo{ and supersedes any and all prior understandings or agreemencs whether oral or ~ritten. (c) This Lease Agreement shall not be amended. modified, or terminated nor shall che performance of any provision hereof be yaived e~cepc by an inscrument. in yriting, executed by boch parties hereto. Cd) This Lease Agr~ement shall be const=ued and enforced in accordance with the laws of the State of Georgia. " (e) In the event that a provision or provisions of this Lease Agreemenc shall be declared inoperative or invalid by any court, the remaining provisions of this Lease Agreement shall remain unaffected the;eby and shall,be fully enforced. I. '. '. '. ..- .' .. .. . . {, '. '. '. & I ( i I _1 ...- - - ~ - ..... ""'!" C..: . . '.. C' IN ~I~ESS ~EREnF, RCHA and UHS h~ve e~ecuced chese present3 by their duly authori=ed officers and af:i~ed their seals hereco on the lL.ch day oE Oecembet', 198L.. R IC;-,1,tOND COUNTY HOSPITAL AlITHORITi BY: 1st . T. RICHARD DANIEL Its Chairman ATTEST: /s/ HASKELL TOPOREK Its Secretary (SEALl , .. - Signed, sealed and d~~ivered by Richmond County Hospital Authority . in the presence of: .. I . . Is/ JOYCE K. WALSH . ./ s I W. .A. KNOX. JR. NOTARY PUBLIC, Richmond County, Georgia II .. . -11- - -. ...". Signed, sealed and delivered b1 Richmond Councy Hospital Authority in the ?_esence of: , /S/ '.' JOYCE K. WALSH s .. '. /~f w. A. KNOX. JR. NOTARY PUBLIC, Richmond Count1. Ceorgia U~l':F.Rsn'{ IlE.'\LTH SERVICES. INC. 8Y: I s I Em.JARO M. GILLESPIE Ies President ATTEST: Isl WILLIAM L. BRUNS. JR., H.D, Ics Secrecary -Il.- rSEALl I . '. , . . . , - .... . - ..". ""!' "!!" ATTACHMENT K Site Plans i:: ~ '" ~ !:: ~ / 0 ~ ~ ~ -< WALTON ~ WA.l..TON WAY 3 ~ 0 x'j'~- "'_ o~ ",0'- _0<">"'''' ",~.."'(D'" z. ~'I ~5i ~3(,A<004"""N . ~ ... c;; WAY - '- . ~ .( % ~ ; = )< ~ ~ : -< - -. WALTON - C - WAY r -. - \.. C /" III ~ ~ III > 1Il :::l h, ~r -< ~ to > 1Il ~ ~ -< '-- tW!P(R ST. ~r- - - - - - ~ - - . - ~ ...." '= ATTACHMENT L Schematic Drawings 1 POB- - - - - - - - - - . u )> AJ A Z G) o fIl () ^ ~ N Z o .,., r () ::::0 o U) U) ~ )> r ^ - () o C ::::0 -j -< )> ::::0 o ~ ~i ~ <> - - ~-~"'I...' ~ ~'l' ~ !II ~ ~II · . ~ F ~ g ~~ ." ~~ ..; . ~~ ;9:= ... i , 1 . ~.. I~ " .. !: ~.. ,,~ ~s;; l!!*l ~~ '0l () o C ::::0 -j ~ ::::0 o ~ ~~ o ;.. ~ ~!" ~ ;r. !!l ~ " ..... .. g I ~ ~ ..." ;> 15~ .. ~~ .g !~ .3 rI -- ~ q:.b 0 ~ I U> . 9'-2 1/2" . 001 . :::=:::! " I" U> . ~ , I I _ 1 I' ~ 51 I ~ I ~I!l~l I~ I L-1:7' I . I i i --- <. " .>. " '... 'j! 1 ,.I l" J: ! . J ~ I f , , i i ~ f j t i l I I - - - - -. - -. - . "" I .~ U> . ~ .., _! 5'-2 4'-0' rffii . L 5 OO~ ~ O)z f ! I ~ l t << . I ~ t ~ i f . . , ~.: ~ -. .. - - -:: ATTACHMENT M Curriculum Vitae for Jerry D. Allison, Ph.D., j\1edical Physicist . .. -- . . CURRICULUM VITAE ... - Jerry D. Allison, Ph.D. 239-80- 5723: .... Associate Professor of Radiology Associate Professor of Graduate Studies Associate Professor of Radiologic Technologies Medical College of Georgia, AE -2018 Augusta, GA 30912-3950 706-721-3036 Email: jeny@phase.mcg.edu PERSONAL: Address: 2262 Overton Road Augusta, GA 30904 706-736-7422 June 18, 1948, Brevard, North Carolina USA Male White Jacqueline Andrews Allison, July 17, 1969 Joseph Howard Allison, Apri19, 1974 David Franklin Allison, January 26, 1978 . Phone: Birth: Citizen: Sex: Race: Married: Children: April 1997 .. . - . . EDUCA TION: High School: June 1966 Brevard High School Brevard, North Carolina -. -- College, Undergraduate: June 1970 Bachelor of Science in Nuclear Engineering North Carolina State UniversIty . Raleigh, North Carolina College. Graduate: June 1974 Master of Engineering in Mechanical Engineering Old Dominion University Norfolk, Virginia August 1978 Doctor of Philosophy in Nuclear Engineering University of Florida Gainesville, Florida . Board Certification: October 1976 American Board of Health Physics June 1982 American Board of Radiology Diagnostic Radiologic Physics Medical Nuclear Physics Licensed: April 1977 Professional Engineer Commonwealth of Virginia License Number: 4216278 Certificate Number: 09719 2 e. . PROFESSIONAL: Academic Appointment: .. - .. January 1996 Associate Professor School of Graduate Studies Medical College of Georgia .... - July 1988 to present Associate Professor of Radlology Department of Radiology, School of Medicine Medical College of Geprgia July 1988 to present Associate Professor of Radiologic Technologies Department of Radiologic Technologies, School of Allied Health Sciences Medical College of Georgia September 1978 to June 1988 Assistant Professor of Radiology Department of Radiology, School of Medicine Medical College of Georgia February 1980 to June 1988 Assistant Professor Department of Radiologic Technologies School of Allied Health Sciences Medical College of Georgia February 1980 to June 1995 Health Physicist Nuclear Medicine Service Augusta Veteran$ Administration Medical Center (Downtown Division) September 1976 to August 1978 Graduate Research Assistant Department of Radiology Shands Teaching Hospital University of Florida 3 . . . - .. September 1975 to August 1976 . Graduate Research Assi~tant . . Department of Environmentar Engineering ScienCe University ofF1orida Professional and Research Responsibilities, Interests, and Activities: June 1970 to August 1975 Radiological Control Engineer Newport News Shipbuilding Newport News. Virginia Administrative Responsibilities! A'ppointments: September 1978 to January 1980 Radiation Safety Officer Medical College of Georgia! Augusta Veterans Administration Medical Center Committee Assignments: May 1983 Member, Public Law 97-35 TaskForce "Consumer-Patient Radiation Health and Safety Act of 1981" Radiological Health Section Georgia Department of Human Resources January 1984 to January 1988 Member, Panel of Examiners American Board of Health Physics January 1984 to January 1988 Member, Diagnostic X-Ray Imaging Committee American Association of Physicists in Medicine January 1988 to January 1991 Member, Continuing Education Committee American Association -of Physicists"inMeilicine- September 1988 to January 1995 Member, Fmance Committee American Association of Physicists in Medicine 4 "= . . . . ! an~ary 1990 to January 1993 Member, Magnetic Resonance Coinmittee American Association of Physicists in Medicine .... January 1990 to Present Member, Task Group No.7, Magnetic Resonance Spectroscopy . American Association of Physicists in Medicine .- January 1993 to Present Member, Annual Meeting and Refresher Course Subcommittee American Association of Physicists in Medicine. March 1993 to September 1999 . Member, Subcommittee of MRBiological Effects American College of .Radiology ~I January 1994 to January 1996 Member. Task Group No.4, Education and Training Related to :MR Concepts American Association of Physicists in Medicine - February 1995 to June 1996 Member, Faculty Senate Medical College of Georgia January 1996 to Present Member. Magnetic R~onance Committee American Association of Physicists in Medicine January 1996 to Present Member, Magnetic Resonance Committee Task Group No.8, Practical Aspects of Functional :MRI American Association of Physicists in Medicine September 1996 to 1998 Member, Graduate Faculty Mairs Committee Medical College of Georgia . September 1996 to 1999 Member. Faculty Appointments, Promotions & Tenure Committee. ... ~... .. Medical College of Georgia. September 1996 to 1999 Member, Dean's Student Research Committee Medical College of Georgia 5 . . . . Research and Training Grants Awarded: Jerry D. Allison and Casimir Eubig, itA Quality Control System for Dental Radiology," September 1979 to Aug.ust 1980, $28,728, Bureau of Radiological Health, Food and Drug Administration. .- -- Humbert G. Sullivan and Jerry D. Allison, "Rapid Determination of Cerebral Spinal Fluid Formation and Absorption Rates," Apri11984 to April 1986, $75,902,Veterans Administration. Jerry D. Allison and Eugene F. Binet, "Phosphorus Spectroscopy of Human Cortex in Aging and Dementia," September 1, 1988 to June 30, 1989, $25,689, Board of Regents, University System of Georgia. Jerry D. Allison. Ramon Figueroa and Eugene F. Binet, Radiological aspects of: "A Randomized Double-blind, Parallel Evaluation of the Effect of Guaifenesin/ Phenylpropanolamine HydrOChloride Sustained-release Tablet Compared to Placebo Used in Conjunction with Amoxicillin Klavulanate Potassium Therapy in the Treatment of Adults with Acute Maxillary Sinusitis," April 1989 to February 1990, Approximately $38,850, sponsored by Norwich Eaton Pharmaceuticals, Inc. Casimir Eubig and Jeny D. Allison, "Chest Wall Thickness Determination," 1993 to 1995, $89,088, Education, Research and Development Association CERDA) of Georgia Universities. Jeny D. Allison (Co-Investigator). "Chronic Intracerebroventricular Infusion of Recombinant Human Nerve Growth Factor to Adult Rhesus.Monkeys," January 1994 to December 1994, $48,150, Syntex-Synergen Neuroscience Joint Venture. Alvin V. Terry, Jr., Principal Investigator. Jerry D. Allison (Consultant), "Mammography Quality Assurance Education," May 1996.to April 1997, $14,900, Georgia Department of Human Resources, Division of Public Health. Casimir Eubig, Principal Investigator. Jerry D. Allison (Consultant - 5% FfE), "Automated Analysis of Manunographic Accreditation Phantom Images," July 1996 to June 1997, $14,960, Georgia Department of Human Resources, Division of Public Health. Jon H. Trueblood, Principal Investigator. Jerry D. Allison (Sub-Investigator), ''The Effects of 500 Mg Citicholine on The Evolution of Lesion Volume in Human Stroke Using Diffusion Weighted Magnetic Resonance Imaging," Interneuron Pharmaceuticals. . Research and Training Grants Submitted: Jeny D. Allison (Co-Investigator), "Effects of High and Low Intensity Physical Training on Visceral Fat and Cardiovascular Risk Factors in Obese Adolescents," Knoll Pharmaceutical Company. . 6 . . . . A W ARDS/HONORS: . April 1981 1980 Annual Award, Southeastern Chapter of the American Association of Physicists in medicine in recognition of the publication "Cadmium Telluride Matrix Gamma Camera" .. - Scientific and Professional Societies: American Association of Physicists in medicine April 1986 to April 1987 President Southeastern Chapter American Association of Physicists in Medicine April 1985 to April 1986 President-Elect and Program Chairman Southeastern Chapter American Association of Physicists in Medicine American College of Radiology Georgia Association of Radiological Physicists February 1983 to February 1984 President Georgia Association of Radiological Physicists (GARP) Georgia Radiologic Society Health Physics Society July 1986 to July 1987 President Savannah River Chapter Health Physics Society . ' July 1985 to July 1986 . President-Elect Savannah River Chapter Health Physics Society Interventional Society for Magnetic Resonance in Medicine Society of Nuc1ear medicine Phi Kappa Phi Si~:i :xi .. 7 - - .. - Presentations at National. Re~ional and State Meetin~s: Professional Exhibits and Audiovisual Pro~rams: Jerry D.Allison "Is Radiation A Threat to Your Health?," May 8, 1984, Augusta, GA, Media Workshop sponsored by the Savannah River Chapter of the Health Physics Society Jerry D. Allison "Ultrasound Physics Review," August, 1984, Atlanta, GA, Certification Review Course of Atlanta Ultrasound Society and the Ultrasound Society of Augusta Jerry D. Allison "State of the Art in High Field Magnetic Resonance Imagii1g Technology," August 1987, Detroit, M1. Medical Physics Review Course associated with the annual meeting of the American Association of Physicists in Medicine Jon H. Trueblood, Jerry D. Allison, Casimir Eubig "Nuclear Medicine Physics," August 1987, Detroit, MI, Medical Physics Review Course associated with the annual meeting of the American Association of Physicists in Medicine Jon H. Trueblood, Jerry D. Allison, Casimir Eubig, "Nuclear Medicine Physics," August 1988, San Antonio, TX, Medical Physics Review Course associated with the annual meeting of the American Association of Physicists in Medicine Jerry D. Allison."The Central Nervous System," August 1988, San Antonio, TX, Medical Physics Review Course associated with the annual meeting of the American Association of Physicists in Medicine Jerry D. Allison. "Magnetic Resonance Spectroscopy," July 1990, St. Louis, MO, Medical Physics Review Course associated with the annual meeting of the American Association of Physicists in Medicine Jerry D. Allison, "Magnetic Resonance Imaging Related Research," May 1991, Georgia Institute of Technology, Atlanta, GA, Nuclear Engineering and Health Physics Seminar Jerry D. Allison, "Mammographic QC ," July 1991, San Francisco, CA, Medical Physics Review Course associated with the annual meeting of the American Association of Physicists in Medicine Jerry D. Allison, "X-Ray Room Protection Surveys," July 1991, San Francisco, CA, Medical Physics Review Course associated with the annual meeting of the American Association of Physicists in Medicine Jerry D. Allison, "MRI Biological and Safety Issues," February 15, 1992, Greenville, SC, MRI Fundamentals for Technologists Presented by Greenville Technical College and the Greenville Hospital System Jerry Allison; "Federal Mammography Legislation," March 27, 1993, Atlanta, GA, Southeastern Chapter of American Association of Physicists in Medicine Annual Meeting Jerry Allison, "Mammographic Quality Control," August 8, 1993, Washington, D.C., American Association of Physicists in Medicine Medical Physics Review Course Course Director for Diagnostic Physics Review Course 8 ~::l. - ..... -. -- Jerry Allison. "Computerized Data Reduction and Analysis," April 14. 1994. Binningha.m. AL. Symposium on the Practical Physics of Mammography. sponsored by the Southeastern Chapter American Association of Physicists in Medicine Jerry Allison. Xizeng Wu, "WORKSHOP: ABC Performance. Cassette Uniformity. Screen Film Contact. Filter Uniformity," April 14, 1994. Binningham., AL, Symposium on the Practical Physics of Mammography. sponsored by the Southeastern Chapter American Association of Physicists in Medicine Jerry Allison. "Mammography Quality Standards Act Update," April 15, 1994, Binningham, AL. Symposium on the Practical Physics of Mammography, sponsored by the Southeastern Chapter American Association of Physicists in Medicine NASA Space Radiation Health Peer Review Panel Member, NASA Panel PCMB 2.4 Radiation, '~NRA 93-0LMSA-07 Ground-based and Small Payloads Research in Space Life Sciences" and "NRA 94-0LMSA-01.Improved Model of:MIR Radiation Environment: Radiation Risk Mitigation For Crew", ~eston, VA. July 7-8. 1994 Jerry Allison. "Mammographic Qu~ty Control." July 24,1994. Anaheim. CA, American Association of Physicists in Medicine Medical Physics Review Course, Course Director for Diagnostic Physics Review Course Jerry Allison, "Magnetic Resonance Imaging," September 22, 1994, Aiken. SC, Savannah River Chapter Health Physics Society Casimir Eubig. George David. Jon Trueblood. Jerry Allison, "Appearance of Artifacts Produced by the Mammography Unit,"1.'lovember 27-December 2, 1994, Chicago, lL, Annual Meeting of the Radiological SocietY of North America Jerry Allison, "Control of Nuclear Medical Radiation--Dose Measurement, Records and Surveys," March 30, 1995, Augusta, GA, Southeast Chapter of the American Association of Physicists in Medicine Symposium. "Practical Medical Health Physics" Jerry Allison, "Mammographic Quality Control," July 22, 1995, Boston, MA. American Association of Physicists in Medicine Medical Physics Review Course, Course Director for Diagnostic Physics Review Course Jerry Allison, "Control of Nuclear Medical Radiation." July 26, 1995, Boston, MA, American Association of Physicists in Medicine Continuing Edu~tion Course, "Practical Medical Health Physics" Jerry Allison, "Issues with Use of MRI for Therapy Planning," April 11, 1996, Charleston, SC. Southeast Chapter of the American Association of Physicists in Medicine Symposium, . "Image Acquisition and Use in Radiation Oncology" Jerry Allison, "Mammographic Quality Control," July 21, 1996, Philadelphia, P A, American Association of Physicists in Medicine Medical Physics Review Course, Course Director for . Diagnostic Physics Review Course 9 . . . . Physics Scientific Exhibit Reviewer, RadioGraphies, December 1-3, 1996, Radiological Society of North America Annual Meeting, Chicago, n... Jerry Allison, "Functional:MRI -.Part II: BOLD Imaging Techniques," March 21,1997, Winston-Salem, NC, Southeast Chapter of the American Association of Physicists in Medicine Symposium. Jerry Allison, Course Director, "Advances in MR Equipment, Techniques and Applications," March 20-21, 1997, Winston-Salem. NC, Southeast Chapter of the American Association of Physicists in Medicine Symposium. Publications: Allison, I;D., "The Application of Cadmium Telluride as In Hole Semiconductor Detectors in an XY Matrix. Radioisotope Camera". Doctoral dissertation. Allison, J.D. and Wege. W.R. "The Georgia System for Quality Assurance in Dental Radiology". Proceedings. Technology Forum on Dental Radiology, National ~nter for Health Care Technology, 1982. Abstracts: Jerry D. Allison and William R Wege, "The Georgia System for Quality Assurance in Dental Radiology," June 1981, Washington, DC, National Center for Health Care Technology, Technology Assessment Forum on Dental Radiology Jerry D. Allison, George David. Ted Kingsbury IV and Ion Trueblood, "Computer Graphics on the Hewlett Packard 9845 Tabletop Computer," April 1982, Augusta, GA, Annual Meeting, Southeastern Chapter, American Association of Physicists in Medicine H.G. Sullivan, I.D. Allison. I. I. Goode, Theodore B. Kingsbury, IV, "Spinal Recirculatory Perfusion," April 16, 1983, Durham. NC, Society of University Neurosurgeons Meeting J.H. Trueblood, RD. Jeffcoat. J.H. Powell, J.D. Allison, M.E. Morgan, "Video-to-P~per Digital Grey Scale Image Formatter," October 1983, Orlando, FL, Society of Nuclear Medicine, 24th Annual South~ternChapter Meeting H.G. Sullivan, I.D. Allison. T.E. Kingsbury IV, I.J. Goode "Preliminary Report on the Usefulness of Resting and Diamox Activated rCBF Studies in Patients with Occlusive Cerebrovascular Diseases," March 1985; Phoenix, AZ, Annual Meeting of Southern Neurological Society . H.G. Sullivan, I.D. Allison. T.E. Kingsbury IV, I.J. Goode, "Improvements in Inhalation rCBF," April 24, 1985, Atlanta, GA, Annual Meeting of American Association of Neurological Surgeons Ierry D. Allison "Introduction to Magnetic Resonance Imaging," November 14, 1985, Augusta, GA. Meeting of the Savannah River Chapter of the Health Physics Society 10 '= .. , . H.G. Sullivan, M.E. Morgan, R.D. Jeffcoat, T.B. Kingsbury IV, J.D. Allison, "Comparing . Resting and Diamox Activated rCBF Studies Improves Ones Abilities to Identify Regional Impairments in Cerebral Perfusion," February 28, 1986, Boca Raton, FL, Annual Meeting of Southern Neurological Society H.G. Sullivan, J.D. Allison, T.B. Kingsbury IV, 1.J. Goode, "The Use of Normative Data for the rCBF Response to Diamox in Evaluating Patients with Cerebrovascular Disease," March 3-5, 1986, Phoenix. AZ, Research Society of Neurological Surgeons, 29th Annual Meeting V.C. McKie, F. Flickinger, H. Sabio, J.D. Allison, J.e. Wright, "Magnetic Resonance Imaging (MRI) of Iron Deposition in the Liver, Bone Marrow and Heart of Sickle Cell Anemia (SCA) Patients Receiving HypertransfusionTherapy for Stroke," September 13-16, 1990, Chicago, IL. The Third Annual Meeting of the American Society of Pediatric Hematology/Oncology R.J. Adams, F.T. Nichols. V.C. McKie, D.C. Hess, E. Carl, J. Allison, R.E. Figueroa Ortiz. "MR. Detection of Major Intracranial Vessel Abnormalities in Sickle Cell Disease (SCD)," October 18-20, 1990, Atlanta. GA, Child Neurological Society Meeting L.G. Horan, P.C. Orander, J.D. Allison, RS. Marandapalli, N.e. Flowers, "Precise Location of Endocardial Pacing Site Based on Serial Cross Section Model of:MRI Scanned Canine Torso," April 12-16, 1992, Dallas, TX, AmeqcanCollege of Cardiology 41st Annual Scientific Session - E.W. Sod, K.D. Juhlin, N.M. Szeverenyi, RJ. Phipps, J.D. Allison, D.A. Leopold, C.T. Stafford, "Quantitative Characterization of Maxillary Sinusitis Using MRI," April 25, 1992, New York, NY ~ Society of Magnetic Resonance Imaging lOth Annual Meeting George Burke, Charles Hannan, Jerry Allison, Glenda Bruna, John Searle, "Thermal Effects of a Magnetic Stimulator Used on Nude Mice," July 1992, San Francisco, CA, Science !novations '92 F.W. Flickinger, J.D. Allison, R Sherry, J,C.Wright, "Differentiation of Benign from Malignant Breast Masses by Dynamic Time-J;ntensity Evaluation of Contrast Enhanced NIRI," August 14, 1992, Berlin, Germany, Society of Magnetic Resonance in Medicine Annual Meeting D.A. Leopold, C.T. Stafford, E.W. Sod, N.M. Szeverenyi, J.D. Allison, R.J. Phipps, K.D. Juhlin, M.B. Welch. C. Saunders. "Clinical Course of Acute Maxillary Sinusitis Documented by Sequential MRI," September 12, 1992, Washington, D.C., American Rhinologic Society Annual Meeting A.C. Reese, S.M. Reichard, M.M. Dickinson, J.D. Allison, R.E. Figeroa-Ortiz, "Effect of Magnetic Resonance Imaging on Lymphocyte Subsets," Georgia Journal of Science, Volume 51, No.1, p. 48, 1993 F.W. Flickinger, J.D. Allison, RM. Sherry, J.C. Wright, "Analysis of Dynamic Time- Intensity Data with Gadolinium Enhancement: Accuracy for Differentiating Benign from Malignant Breast Masses," April 25-30, 1993, American Roentgen Ray Society Annual Meeting 11 -- -. .. e. Eubig, G.S. David, J.H. Trueblood, J.D. Allison, G.1. Burke, "Appearance of Artifacts Produced by the Mammography Unit," November 27-December 2, 1994, Radiological Society of North America Annual Meeting - S, Owens, B. Gutin, e. Smith, G. Slavens, Y. Wang, J.D. Allison, "Relationship Between Visceral Adipose Tissue and Cardiovascular Risk Factors in Obese Children," May 29-June 1, 1996, American College of Sports Medicine Annual Meeting S. Owens, J.D. Allison, S. Riggs, B. Gutin, "Effect of Physical Training on Visceral Adipose Tissue and Body Composition in Obese Children," 1997 American College of Sports Medicine Annual Meeting B. Gutin, S. Owens, J.D. Allison, M. Ferguson, S. Moorehead, N.-A. Le, W.V. Brown, "Visceral Adipose Tissue is Inversely Related to LDL Particle Size in Obese Children," 1997 American College of Sports Medicine Annual Meeting Publications in Refereed Journals: Allison, J.D., "Cadmium Telluride Matrix Gamma Camera," Medical Physics, Vol. 7, No.3, pp. 202-206, May-June 1980 . Allison, J.D. and Teeslink, G.R, "A Special Procedures Screen," Radiology, Vol. 246, No. I, pp. 233-234, July 1980 . . Allison, J.D., David G. and Young, RG., "Computer Analysis of Processor Status," Radiology, Volume 147, No.2, p. 592, May, 1983 Sullivan, H.G., Allison, J.D., Kingsbury IV, T.B., Goode, J.J., and Sims, W., "Improvements in the Techniques of Spinal Subarachnoid Recirculatory Perfusion," Journal of Neurosurgery, Volume 15, No.2, August 1984 Sullivan, H.G., Kingsbury IV, T.B., Morgan, M.E., Jeffcoat, RD., Allison, J.D., Goode, J.1., McDonnel, D.E., "The rCBF response to Diamox in normal subjects and cerebrovascular disease patients," Journal of Neurosurgery, Volume 67, No.4, October 1987 Allison, J.D. Kingsbury, IV, T.B., Sullivan, H.G., Goode, J.J., "Inhalation rCBF: The Use of Tidal CO2 Data to Find Radionuclide Activity Associated with Exhaled Alveolar Gas," Medical Physics, Volume 15, No.6, pp. 874-878, November-December 1988 Brooks, B.S., EI Gammal, T., Allison, J.D., Hoffman, W.H., "Frequency and Variation of the Posterior Pituitary Bright Signal on MR Images," American Journal of Neuroradiology, Volume 10, p. 943-948, September/October 1989 Allison, J.D., Flickinger, F.W., Wright, J.C., Falls, D.G.Ill, Prisant, L.M., Von Dohlen, T. W., Frank, M.I,. "Measurement of Left Ventricular Mass in Hypertrophic Cardiomyopathy Using MRI: Comparison with Echocardiography," Magnetic Resonance Imaging, Volume 11, No.3, pp. 329-334, 1993 . F.W. Flickinger, J.D. Allison, R Sherry, J.e. Wright, "Differentiation of Benign from Malignant Breast Masses by Dynamic Time-Intensity Evaluation of Contrast Enhanced MRI," Magnetic Resonance Imaging 11(5):617-620, 1993 12 - ~ .. -. - D.A. Leopold, e.T. Stafford, E.W. Sod, N.M. Szeverenyi, J.D. Allison, R.J. Phipps, K.D. Juhlin, M.B. Welch, e. Saunders, "Clinical Course of Acute Maxillary Sinusitis Documented . by Sequential MRI," American Journal of Rhinology 8(1): 19-28, January-February 1994 e.J. Hannan, Y. Liang, J.D. Allison, e.G. Pantazis, J. Searle, "In Vitro Cytotoxicity Against Human Cancer Cell Lines During Pulsed Magnetic Field Exposure," Anticancer Research, Volume 14(4A), pp. 1517-1520, 1994. - C.l. Hannan, Y. Liang, J.D. Allison, C.G. Pantazis, J. Searle, "Chemotherapy of Human Carcinoma Xenografts During Pulsed Magnetic Field Exposure," Anticancer Research, Volume 14(4A), pp. 1521-1524, 1994. P.B. Bottini, A.A. Carr, L.M. Prisant, F.W. Flickinger, J.D. Allison, J.S. Gottdiener, "Magnetic Resonance Imaging Compared to Echocardiography to Assess Left Ventricular Mass in the Hypertensive Patient," American Journal of Hypertension, Volume 8, pp. 221- 228, 1995. S.M. Reichard, J.D. Allison, R.E. Figueroa, M.M. Dickinson, A.e. Reese, "Leukocyte Trafficking in Response to Magnetic Resonance Imaging," Experientia, Volum~ 51, 1995. S. Owens, B. Gutin, C. Smith, G. Slavens, Y. Wang, J.D. Allison, "Relationship Between Visceral Adipose Tissue and Cardiovascular Risk Factors in Obese Children," Medicine and Science in Sports and Exercise, Volume 28(5), 1995. S. Owens, J. Allison, S. Riggs, B. Gutin, "Effect of Physical Training on Visceral Adipose Tissue and Body Composition in Obese Children," Medicine and Science in Sports.and Exercise, Volume 29:S55, 1997. B. Gutin, S. Owens, J. Allison, M. Ferguson, S. Moorehead, N.-A. Le, W.V. Brown, "Visceral Adipose Tissue is Inversely Related to LDL Particle Size in Obese Children," Medicine and Science in Sports and Exercise, Volume 29:S86, 1997. Books and Chapters Sullivan, H.G., Allison, J.D., Goode, J.J., Kingsbury, T,B" IV, Lutz, H.A. and Griffith, R.L., "A Critical Evaluation of Spinal Recirculatory Perfusion Techniques for Making Rapid Measurements of Rates of CSF Absorption and Formation," In: Shapiro, K., Marmarou, A., and Portnoy, H. (Eds.) Hydrocephalus, Raven Press, New York, pp. 121-134, 1984. Sullivan, H.G. and Allison, J.D., "Physiology of Cerebrospinal Fluid," In: Wilkins, R.H. and Rengachcary S.S. (Eds.) Neurosurgery. McGraw Hill Publishers, New York, pp. 2124- 2135, 1985. Sullivan, H.G., Mote P.S., Allison, J.D. and Becker, D.P., "Intrancranial Pressure Monitoring and Interpretation," In: Cottreel, I.E. and Turndorf, H. (Eels.) Anesthesia and Neurosurgery, 2nd Edition, e.V.Mosby Co., Missouri, pp. 54-81, 1986. Owens S., Gutin B., Karp W., Ferguson M., Moorehead S., Allison J., "Relationship of Total and Visceral Adipose Tissue to Cardiovascular Health," Proceedings of the XIX International Seminar on Pediatric Work Physiology, published in: Armstrong N. (Ed.) Children and Exercise XIX, Chapman, London, England. 13 . . - A TT ACHl\fENT N List of Current Referring Physicians ." . . Physician Specialty 1. Robert Abrabramson Neurosurgery 2. Wayne Beveridge Neurosurgery .... Sherman Blalock Orthopedic J. 4. John Carr Family Practice -. ..... 5. Larry Carter Orthopedic 6. William Clark Orthopedic 7. John Downey Physical Medicine and Rehab. 8. Ben Estes Neurosurgery 9. Leroy Fullerton Orthopedic 10. Paul Herzwurm Orthopedic 11. Loring Sherrill Neurology 12. Clinton Massey Neurosurgery 13. McClure Charles Neurology 14. William Meeks Neurosurgery 15. William Moretz ENT 16. Oetting Gregory Neurosurgery 17. Thomas Parfenchuck Orthopedic 18. Ranjit Sethi Neurology 19. Michael SWaer Oncology 20. Suzanne Smith Neurology 21. John Velky Family Practice 22. Ildemaro V olcan Neurosurgery 23. John Williams Neurosurgery H: IGBCPROJlUNIV1mriconldoc/isl. wpd . . - """'" ATTACHMENT 0 Price Quotation ""= ~m)~ PIlKtK 12 PAGE ~ OF _ PAGES 595 MINER ROAD CLEVELAND, OHIO 44143 DATE June 30, 1997 . ~UOTATJON ) . . . 521-023-97 . QUOTATION NUMBER ~ O'{strict Office:' .... . . . . .r"p i~ke~ . I rit~rnat i~n~.{. . ~ ~~:. . .. 4420 Taggart Creek ~~~; Suite 107 Charlotte, North Carolina 28208 1-800-438-4445 ~ccount Executive: W. Ho lme s - 19689 "'" Customer: r ..... ..':1 -.' . ",'. ',' . ~ ., . . .... - , .J Picker International is pleased to submit the following quotation, consisting of 12 pages. and offers to sell the products described herein at the prices and terms stated, subject to your acceptance of the terms and conditions on the face and reverse hereof and. the agreement between Picker International and University Hospital This Quotation is valid for sixty (60) days. University Hospital 1350 Walton Way Augusta, Georgia 30901 Attn: Mr. Gip Young .., L -1 QUANTITY and MODEL NUMBER DESCRIPTION PRICE PICKER Outlook™ WHOLE BODY MAGNETIC RESONANCE IMAGING SYSTEM MR0100 .J The Picker Outlook system is an advanced, open whole body MR imaging system operating at 0.23 Tesla. It utilizes a cryogen-free, iron core, field stabilized electromagnet to achieve siting in as little as 350 square feet. Outlook provides 46 cm wide magnet gap. Designed to produce excellent image quality, the system provides a wide range of clinical applications and ease of use. The system includes the following components: '"'- - Open, cryogen free, iron core, ESR stabilized electromagnet for ease of patient handling and maximum access to the patient. Rapid rise time, 12 mT/m peak field gradient system for advanced clinical applications. - Fully digital multi-channel transmit and receive RF electronics for precise, repeatable control of slice profiles and exam. contrast. ... -.Two channel phased array system that can be expanded up to eight channels. Digital Personal Workstation (DPW 433a) operator console with MicrosoftR Windows NT operating system and distributed, RISC processors for scan control and reconstruction. CUSTOMER ACCEPTANCE, AS QUOTED: PICKER INTERNATIONAL, INC. THIS QUOTATION IS SUBJECT TO ALL PROVISIONS AND CON- ~ DITIONS ON THE REVERSE SIDE. (-::(:;;:~tomer Requested Delivery Dale .....9 By By: (Signature) Stephen B. Meeder (Signature) Name Sales Manager Name & Title Title Dale - ~ll}lll~ PICKER QUOTATION NUMBER 3 12 PAGE OF 521-023-97 PAGES - Patient handling system which allow~ free access to the patient from all four sides during positioning. Outlook Maqnet System - Homogeneity of +/- 5 ppm over 40 cm DSV (FWHM method) - Proprie.tary Electron Spin Resonance (ESR) field lock system to stabilize the magnetic field and to compensate for external disturbances - Stand-by fe.ature with 10 minute ramp-up time to imaging conditions. - Inherent 5 Gauss fringe field containment within 2.4 m (7.9 ft) or less in all directions. Standard closed loop water cooling Outlook Gradient System - 12 mT/m peak amplitude Outlook RF System Fully digital RF transmitter system with Turbo MultiSlice feature to provide 4 transmitter channels for simultaneous excitation of one, two or four'slices. A flat quadrature transmitter coil integrated in the pole pieces. 5 kW RF amplifier for advanced applications. Fully digital 2-channel phased array spectrometer that can be expanded up to 8 channels. Outlook Computer System Multiple processors in an integrated architecture allow simultaneous operation of many functions to enhance throughput and provide rapid reconstruction. . - Digital Personal Worsktation (DPW 433a) 64-bit operator console with 21" display monitor, 1024 X 768 display, mouse, and -32 MB of main memory. MicrosoftR . Windows NT operating efficiency and ease of operation. system ). '. - - ...".. .) ,Z@.".... ,. ~....'. ,........ for 946 (2A) (Rev. 1/92) For use with 946 (lA) · ~~lll~ PICKER 4 I:.! PAGE_OF _PAGES 521-023-97 aUOT A TION NUMBER .0 ..' ", '". '. ~ . .', 'I' - 16 x. 30 MIPS RISC transputer CPU's with 128 MB RAM for image reconstruction times as low as 600 msec. -. .... .6. -transputer . CPU' s- with 18 MB RAM for.- scan control. - 2.0 GB of magnetic disk storage for system software and interim clinical image storage. - ax CD-ROM with 650 MB 1.44 MB of 3.5" floppy disc storage for operator use. Outlook Patient Handlinq System - The magnet's gap is 46 cm wide to allow maximum access to the patient and to reduce claustrophobic reaction. - Patient couch with 440 lbs (200 kg) capacity allows scanning of very large patients. ) - The patient couch allows free access to the patient from four sides during positioning. - Free couch movement in horizontal plane over a wide range (1~4 cm x 100 cm) Outlook System Software and License - Outlook offers a protocol-oriented graphical user interface for streamlined patient data entry, scan parameter selection and setup, data acquisition, rapid recons~ruction and display, filming and archiving. - Acquisition modes include: - Single and Multis.lice (20FT) - Volume acquisition (30FT) - Sequence types include: - Spin Echo (SE and SE 3D) - Inversion Reco~ery (IR and IR 3D) FAST Partial Saturation (PS and PS 3D) - Dual Echo - Acquisition parameters: - No Phase Wrap. Around - Dynamic Averaging Optimized Bandwidth Technique - Turbo Multislice - presaturation - MAST Gradient Motion Compensation - RF Spoiled FAST - Optimized Data Acquisition (OOA) - Dynamic imaging 'rj'.:::'. ti:_..~. 1;;........ ..~-: .:.: ..... 946 (2A) (Rev. 1/92) For usa with 946 (tA) e ~~)@~ PICKER 5 PAGE OF 521-023-97 12 PAGES QUOTATION NUMBER --) e. JO."... . . Y. . , . . .... . .., - Electron Spin Resonance (ESR) correction techniquE e---.--.------.. ... -. AP900 .\ J ..., . '. . cS0.-.'.... e........ .... ,", ,-...... - Up to 512 X 512 acquisition matrix - A comprehensive range of postprocessing features for image manipulation and analysis, including on- . line zoom and pan, cine image review, multiple image display, ROI analysis tools, measurement of distances and angles, and a variety of filters. MR USER TRAINING - MAGNETIC RESONANCE STANDARD APPLICATIONS with purchase of a system includes the .following: (1) Technoloqists Traininq Course.* Training for two primary operators for 5 days at a Picker MR technologist course. Included are registration, tuition and materials costs. Basic MR Course: This course. is held eight times per year and is designed to provide an introduction to MR for technologists with limited MR experience and no previous formal MR training. Course is five days and approved for 23 ECE Category A credits by ASRT. Advanced MR Course: This course is held three times per year and is designed to provide information on advanced techniques and applications . of MR. for experienced MR technologists. A basic MR course and/or three years of clinical MR is a prerequisite. Course is five days and approved for 20.5 ECE Category. A credits by ASRT. (2) Clinical Acceptance Testinq. Prior. to the start of clinical applications training, imaging on volunteers using a series of standard clinical scanning protocols will be performed. This is to demonstrate and evaluate the performance of sequences and coils. When scheduling initial applications training, the clinical specialist will further explain this procedure, so arrangements can be made beforehand. (3) Initial Applications Traininq. Five (5) calendar days (up to 36 hours) of on-site operator training for up to three technologists designed to introduce new users to MR scanner operations, scanning techniques, patient throughput, operator efficiency and study protocol development and selection. Prerequisite: Previous MR experience and/or Basic Technologist Training Course. Training has been approved for 19 ECE category A credits by ASRT. 946 (2A) (Rev. 1/92) For use with 946 (lA) . ~l)ll~)~ PICKER 6 12 PAGE _ OF _ PAGES 521-023-97 QUOTATION NUMBER -\ . J , ",', ." -. - '\ .I MR0300 MR0370 MR0385 f~".:~- .......... .......-.. ........ (4) Follow-up Appllcations Traininq. Additional follow-up applications training is provided based .uponthe .typesHof. optional 'imaging techniques and special features purchased with system. The amount of additional training provided is detailed below: MR Angiography Techniques: up to 6 hours and approved for 4 Category A ECE credits Gating Techniques (excluding PPG): up to 6 hours, ECE credit is pending Vistar L, XL Workstation: . up to 4 h04rs and approved for 4 Category A ECE credits The. timing of this follow-up will be determined during initial ~raining. (5) Applications Helpline Support. (1-800-322-6762) (6) Documentation. A User's Guide is provided with the system which details the hardware and software structure and operating instructions. A Clinical Applications Guide which contains specific recommendations for protocols to be used with each MR product is provided at the time initial applications is scheduled. * NOTE: Expenses for travel, lodging and meals are not included and are the responsibility of the customer. . Outlook™ Standard Coil packaqe: Consists of Head coil MR0310, Body coil MR0320, Extremity coil MR0330, medium size Multipurpose coil MR0340, and small size Multipurpose coil MR0350. Outlook™ Multipurpose Coil - extra small size (MPS) Flexible, receive only linear coil. Outlook™ Neck Phased Arrav Coil A two-channel phased array coil optimized .for neck studies. The coil:provides uniform coverage typically from cerebellum to the upper thoracic spine region. The upper part of the coil is removable, facilitating easy patient positioning. Product includes: - RF coil and pads Capabilities include: - Imaging of the neck and cervical spine 946 (2A) (Rev. 1/92) For use with 946 (1 A) . ~~@~ PICKER 7 l:.! PAGE_OF _PAGES 521-023-97 aUOT A TlON NUMBER . -. . . '. . MR0360 '"':" ) MR0345 . MR04tO MR042 0 MR0510 .20...... ~,........ :.:.:.:",:. ....... .... Availability: 90 .days ARO Outlook™ Lumbar Spine Phased Arrav Coil Set A set of three, large medium and small, two-channel phased array coils optimized for lumbar spine studies. The coils provide uniform coverage but are specially designed to provide high signal-to-noise in the lumbar region. These coils are one piece coils that wrap around the patient and are designed for patient comfort and easy patient positioning. The circumference of the coils are approximately 108 cm (42.5 inches) 136 cm (53.5 inches) and 168 cm (66 inches). Product includes: - Three sizes of lumbar spine phased array flexible RF coils Capabilities include: - Imaging of the lumbar spine on patients of all sizes Availability: 60 Days ARO Outlook™ Laroe Multipurpose Flexible Coil Linear single channel solenoid RF coil in a flexible housing used for many purposes such as large shoulders or extremities. The coil has been optimized for high quality imaging. The soft, flexible wrap-around design makes the coil convenient to use and comfortable for the patient. The coil can also be used for head imaging on patients who cannot tolerate the standard head coil. . Product includes: - Large Multipurpose Flexible RF coils Capabilities include: - Imaging of large shoulders and extremities Availability: 90 days ARO .. Outi~okTM.Fast .Spin. Echo Softwa~e License .' A FSE software.~icense for f~st.imaging. Multiplanar Reconstruction and Displav Software License Software license enabling reconstruction of new images from existing data in any user selectable plane. Typical reconstruction time is 0.1 s per slice. Outlook™ Cardiac Gatino packaoe Allows imaging of the heart at different phases of the cardiac cycle with display in cine mode. Selectable trigger delay. Includes ECG monitor. 946 (2A) (Rev. 1192) For use with 946 (lA) · ~mm~ PICKER 8 12 PAGE OF PAGES 521-023-97 QUOTATION NUMBER . MR0560 ... - MR0610 - MR0620 MR0650 .> MR0380 MR0390 MR0430 MR0460 t..:v:~ ......... .~::: Outlook™ Maqneto-Ootical Disk Drive 2.3 GB rewriteable magneto-optical disk drive with .capacity--to..store. .approximately. 36, 000 images per -disk. (256 x 256 matrix). Outlook™ Chiller The system requires either a chiller or connection to a suitable building cooling system. Outlook™ Power Conditioner Depending on. the local electrical supply, a power conditioner may be required. Power conditioner provides greater system reliability and uptime by eliminating disturbances caused by unstable power supply. Diqital Laser Camera Interface Digital interface for laser imager. Includes a cable. TOTAL LIST PRICE: SPECIAL SELLING PRICE: $952,750.00 $838,420.00 OPTIONS: .~ tt-. \ ~:tl efil~ ~q LfD) '1:La Vascular Head/Neck Coil 10 Outlook™ A quadrature 2-channel phased array receive coil. The upper part of the coil is removable. ADD: Outlook™ Laroe Bodv Coil A quadrature 2-channel phased array receive coil. The upper part of the coil is .removabl~. ADD: . . ... .. . ...0 Ano ioqra~h~' .S6ftware L.rce~s.~'. ...... $ 18,000.00 $ 22,500.00 ,'. ..", $ 2~,500.00 $ 9,000.00 946 (2A) (Rev. 1/92) For use with 946 (lA) 2D and 3D Time-of-Flight acquisition techniques and. fast MIP reconstruction. software. Typical. MIP reconstruction time is 1 s per image. Includes Magnetization Transfer Contrast .(MTC) to enhance vessel/background'contrast. ADD: Outlook™ DICOM 3.0 Software License Software to enable data exchange with other DICOM 3.0 compatible systems. ADD: . ~ll}@~ PICKER ':J .l~ PAGE_OF_PAGES 521-023-97 QUOTATION NUMBER . . . .,' MR0671 Outlook™ Neck Kinematic positioninq Device - -........ The Neck positioning device is intended to position the patient's .'.head -..f irmly. and controllably in.. different positions for C-spine imaging in the Outlook scanner. The device allows flexion, extension, lateral movement, and lateral rotation. Very large range of flexion/extension is possible due to a unique mechanism that allows the patient's shoulders to be lifted from the surface of the patient couch when the head is bent backwards. The distance between the headrest and the horizontal rotation axis can be adjusted to concentrate the bending to different parts of the C-spine. This device is mage to work with the large Multipurpose Flexible RF coils. The. device consists of a frame that is attached to the patient couch of the Outlook' scanner, and a headrest that is attached to the frame with a shaft, thus allowing bending of the neck. The lifting mechanism is used with a foot-operated pump. The movement ranges Flexion/extension: 600/700, movement: :!: 550, increment 50 50 and increments are: increment 100 Lateral Rotatio~ :!: 850, increment Product includes: - Neck positioning device Capabilities include: Positioning of the neck and cervical spine in various positions for imaging . Prerequisites: - Must have ~arge Multipurpose Flexible RF coil for imaging Availability: 90 days ARO ADD: $ 15,000.00 . MR0672 .' Outlook™ Shoulder' Kinematic positionino. Device. . '. ....... . ." ,.: .' .' , . ...... . ',- :. . . . .. '. . . The'ShouJ.,der positioniri"g. d.evi:ce' is intend'ed. to po~ition the arm of. a patie~t. :fitm~y and controllably in' different positions for shoulder imaging in the Outlook scanner. The device allows for abduction-adduction and internal/external rotation. The device consists of a pad that replaces one of Outlooks standard pads, and a swing-arm that can be rotated around a shaft in the pad. In the outer end there is a handle that can be adjusted to accommodate arms of different lengths..A holder for any MP-coil is incorporated in the device. !:W..:':.:. ......... .....-.. Product .includes: - Shoulder positioning device and replacement pad 946 (2A) (Rev. 1192) For use with 946 (1A) . ~m@~ PICKER OUOTATION NUMBER lU l:.! PAGE_OF_PAGES 521-023-97 . " J MR0673 \ .I r--d ''::;''7 Capabilities include: - Movement ranges and increments are: - Abduction-adduction: t 850, increment 50; Internal/external-rotation:-. 3600,- increment- 100 Prerequisites: - Must have Medium Multipurpose Flexible RF coil for imaging Availability: 90 days ARO ADD: Outlook™ Knee Kinematic Positioninq Device The knee positioning device is intended to controllably position a patient's leg for knee imaging in the Outlook scanner. The knee can be bent and firmly kept in different positions while the joint is scanned with aMP-coil. The patient's leg can be incrementally rotated around an axis in the middle of the device. The incremental step is 50 and the swing-arm can be rotated at most 1250 in either direction from a centered position. Product includes: - Knee positioning device Capabilities include: - Incremental movement (50) of the knee to a different position for imaging Prerequisites: - Must have Multipurpose Flexible RF coils for . imag ing Availability: 90 days ARO ADD: 'payWe~t terms are .as follows: 10\ UpOt1 signatu,re. of ,this qUotation'. 70\ 'upon .availability of magnet and/or balance of equipment for shipment* 20% upon completion of installation $ 7,500.00 S 7,500.00 10+-0..-0- Pv rc1.<Lse. P J\ic.e... w{ 0 f-hO^S 4 ~L.f[) L..l20 I II 946 (2A) (Rev. 1192) For use with 946 (1 A) . ~~l~~)~ PICKER 11 1~ PAGE_OF_PAGES 521-023-97 OUOTATION NUMBER " J . .--...-..-.......-. . 1r Customer may request. reasonable de~ays of the scheduled shipping date established by Picker prio~ to the date the Equipment is shipped, provided....that.... Customer' submits its request. to Picker in writing at least 45 days before the scheduled shipping date and Picker consents in writing to the date requested by Customer. Picker's consent will not be withheld unreasonably, but Picker may (1) refuse to honor any request for delay received within 45 days of the scheduled shipping date, (2) store the Equipment. at Customer's expense if Customer is unable to accept delivery on the original scheduled ~hipping date (or any rescheduled shipping date), and (3) invoice Customer for the Equipment as if' it had been shipped on the original scheduled shipping date and title will transfer (and Customer will pay such invoice immediately upon receipt). -. - ) .(V....... I.......... :: :.~::::. 946 (2A) (Rev. 1192) For use with 946 (1 A) . ~lll~ PICKER 12 12 PAGE _ OF _ PAGES 521-023-97 OUOT A nON NUMBER . . . PROPUCT WARRANTY . .'MAGNETIC.RESONANCE (MR) SYS~.EMS Picker warrants to its Customer that the MR systems sold by Picker (UEqulpmenf') will be free from delects in material and workmanship and will meet the technical and performance specifications contained in applicable product dala sheets and _ operation manuals published by Picker as 01 the date of shipment. Sy.tem Warranty Term.. The warranly for Ihe surface coils of the Equipment will be for a periOd of six (6) months. Except as otherwise provided below. the warranty for the balance of the Equipment will be lor a period of 12 months. All warranty terms described in this warranty will commence either (a) on the earlier 01 (1) the date installation of the Equipment is completed or (2) lhe date Customer first uses the Equipment (when the Equipment is installed by Picker) or (b) on the date of delivery of the Equipment (when the Equipment is not installed by Picker). Warranty Term. for Software and Software Upgrade.. The software provided with the Equipment will be the latest version of the standard software available as of lhe 90th day prior to lhe date the Equipment is shipped to Customer. Upgrades.to standard software for the Equipment which do not require additional.hardwareor Equipment modifications will be pertormed as a part of normal warranty service during the term of Customer's warranty. Any software upgrades requiring sup- plemental, additional. exchange, or replacement hardware will be installed by Picker at no charge to Customer if Customer purchases such required hardware. All software upgrades designated by Picker in its product data sheets or other publiShed malerials as optional software are available to Customer on terms and conditions to be quoted by Picker. Any optional software upgrades to the Equip- ment purchased from Picker will be warranted for 90 days from the date such upgrade is installed by Picker (or from the date of delivery if such upgrade is not installed by Picker). The purchase of the Equipment includes a license only to Customer to use lhe software provided with the Equipment exclusively for the purpose ot operating the Equipment and does not include any right or license to use any software or related documentation required to pertorm maintenance or service 01 the Equipment. IntyTerm. for Hardware Upgrade.. Any supplemental, additional, exchange, ,placement hardware purchased from Picker for the Equipment will be war. ranted lor a period 0190 days fcom the date such hardware upgrade is installed by Picker (or from the date of delivery if such upgrade is not installed by Picker). CONDI110NS This warranty is subject to the following conditions: the Equipment (a) is to be installed by authorized Picker representatives (or is to be installed in accordance with all Picker installation instructions.by personnel trained by Picker), (b) is to be operated only by personnel duly trained in the proper operation of the Equipment, (c) is to be operated according to all instructions provided with lhe Equipment, and (d) is to be maintained in strict compliance with all recommended and scheduled maintenance instructions provided with Ihe Equipment, (e) only Picker personnel acting under the direct supervision.of Picker service management are to pertorm all maintenance of the cryogen subsystem (including replenishme~t of cryog~ns). and (t) Ihe Customer is to notily Picker immediately in the event the Equipment at any time fails 10 meet Picker's pertormance specifications. WARRANTY SERVICE Warranty service includes all requested service calls 10 repair or replace the Equipment as provided by this warranty. Warranty service will be pertormed during the normal working hours of ficker, Monday through Friday. excepllor recognized national legal holidays. In the event it is not ~ssible 10 accomplish warratlty service within normal wotking hours, or in the evenl Customer specifi- cally. reque:;ts.that warranty service be perform"<l outside of the' normal working hours of Picker, Customer agrees to pay tor SUCh services at the Picker demand service rales in etfecL ' When warranty service is scheduled or requested, Customer will give Picker service personnel full. free. and immediate access to th.e Equipment and to Custo- mer's operation, pertormance, and maintenance records for the Equipment. Cus- tomer waives warranty service if it does not provide such access to Ihe Equipment and Customer's records. Customer agrees to compensate Picker at prevailing demand service rates in effect as of the date any such warranty serv,ice is to be performed for all time spent by Picker service personnel waiting lor access to the Equipment and records prior to beginning work on a warranty service call. EXCLUSIONS Warranty coverage does not include any delect or pertormance deficiency which is the direct or Indirect result, in whole or in part, of (1) accident, (2) abuse. (3) misuse, (4) operation of the Equipment outside of its environmental, electrical, or 'rmance specifications. conditions, capabililies, or standards, (5) power fluc- )n or failure. (6) vandalism or any other damage or alteration of the Equip- ..,_..t by persons other than Picker employees, (7) combining incompatible pro- ducts, (8) tires. floods. and olher similar or dissimilar nalural causes. (9) failure or lack of humidity ortemperature control, or (1 0) damage, neglect. alteration, or any 946(6) (Rev 1191) For use with 946 (1) impairment of the Equipment resulting Irom (a) causes or condilions not asso- ciated with ordinary storage, handling. installation. maintenance, service, or use, or (b) maintenance or service by any party other than Picker or a designated representative 01 Picker, or (c) any acts, omissions, causes, or evenls beyond the control of Picker. This warranty does not include items which are consumed lhrough normal daily use. including, without limitation, any cryogen materials, cushions, knee supports, pads. magnetic tape. lIexible magnet diskettes. or any accessory or supply items, and does not include any liability or responsibility for such losses or expenses as removal or reconstruction 01 walls. partitions, ceilings. 1I00rs. or other parts of any facility occasioned by any warranty services pertormed hereunder or any other losses or expenses incurred in providing any other building allerations, scaffold- ing, platforms, lifting equipment. rigging, shielding, climate controls, power sup- plies, electrical circuits, safety switches, power outlets, conduits, wiring. structu- ral support, utilities, plumbing, carpentry, or other work required in connection with providing warranty services. REMEDIES If Picker determines that the Equipment does not meel.any warranty, Picker will replace the Equipment or repair any delects in material or workmanship reported during the warranty period, all without charge tor labor or materials (unless otherwise provided). Picker retaining the option of furnishing either new or exchange replacement parts or assemblies when providing warranty service. TRANSFER OF THE EOUIPMENT In the event Customer transfers or refocates the Equipment. all obligations under this warranty will terminate unless Customer receives the prior written consent of Picker for the transfer or relocation. Upon any transfer or relocation, Ihe Equip- ment must be inspected and certified by Picker as being tree from all defects in material. software, and workmanship and as being in compliance with all technical and pertormance specifications. Customer will compensate Picker tor these servi- ces at the prevailing demand service rates in effect as of lhe date the inspection is pertormed. Equipment which is transported intact to pre-approved locations and is maintained as originally installed in mobile configurations will remain covered by this warranty. FORCE MAJEURE Notwithstanding any other provision. and in addition to all conditions and exclu- sions set lorth, Picker will not be liable for any delay or default in pertorming any warranty obligations caused by events beyond its control. including (by way 01 example and not by way of limitation) any acts of God. acts of third parties, acts of Customer (or any of the Customer's employees, agents, or representatives), acts of civil or military authorities, fires, floods. and other similar or dissimilar natural causes, riots. wars. sabotage. vandalism, embargoes, labor disputes, strikes, lock- outs, lack or shortage of cryogens. water, transportation, labor, materials, sup- plies, fuel. or power, delays in receiving any permits or licenses, delays caused by any laws, regulations. proclamations, ordinances, or any government action or inaction, delays caused by contractors and subcontractors, and any other cause or condition beyond Picker's control. In the event of any such delay or default, the time for pertormance 01 the warranty obligations 01 Picker will be extended for a commercially reasonable period of time. DISCLAIMERS AND LIMITATIONS ON LIABILITY THE WAARANTIES SET FORTH ABOVE ARE EXPRESSLY IN LII:U OF ANY OTHER 'tVARRANTIES. EXPRESS OR IMPLIED. INCLUDING WITHOUT LIMITA- TION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICU- I.AR PURPOSE, AND IN LIEU OF ANY OTHER OBLIGATIONS OR LIABILITY ON THE.PA.RT OF PICKER. PICKER"NEITHER ASSUMES (NOR. HAS AUTHORIZED ANY PERSON TO ASSUME FOR IT) ANY OTHER WARRANTY OR LIABILITY IN CONNECTION WITH THE EOUIPMENT. CUSTOMER'S SOLE REMEDIES FOR BREACH OF SUCH WARRANTIES ARC SET FORTH IN THIS WARRANTY. PICKER WILL HAVE NO LIABILITY FOR ANY CONSEQUENTIAl, INCIDENTAl, OR SPECIAL DAMAGES BY REASON OF ANY ACT OR OMISSION OR ARISING OUT OF OR IN CONNECTION WITH THE EQUIPMENT, OR WITH THE SALE, DELIVERY. INSTALLATION. MAINTE- NANCE, OPERATION, PERFORMANCE, OR USE OF THE EQUIPMENT. INCLUDING (BY WAY OF EXAMPLE AND NOT BY WAY OF LIMITATION) ANY DAMAGES. EXPENSES. OR LOSSES INCURRED BY REASON OF LOSS OF USE, LOST REVENUES, LOST PROFITS. DAMAGE TO ASSOCIATED EQUIP- MENT OR TO FACILITIES. COSTS OF CAPITAl, COSTS OF SUBSTITUTE PRODUCTS, FACILITIES. OR SERVICES, COSTS OF REPLACEMENT POWER. COSTS ASSOCIATED WITH DOWN TIME,AND ANY SIMILAR AND DISSIMILAR DAMAGES, EXPENSES. OR LOSSES. APPLICABLE LAW The terms of this warranty will be Interpreted under the law of the State of Ohio, without regard to principles of choice of law. . ~m~ PICKER .." ) LICENSE AGREEMENT FOR OPERATING SOFTWARE .. This License Agreement, by and between Picker International, Inc. ("Picker") and the Customer, designated below, is entered into as part of a sale of certain equipment ("Equipment") more fully defined on Picker Quotation Number 5:U-02J-97 dated fJ/JO/97 -. 'HQuotation"). This License Agreement does not supersede or replace - ~ny terms and conditions of the Quotation, or any written warranties or service contracts applicable to the Equipment, and Picker has not auth- orized any employee or agent to grant any other or different licenses or other rights with respect to any patent application, patent, copyright, trademark, trade secret, proprietary right, or other property right of Picker or any of Picker's suppliers. . :: , ,..i..",. !:II....:.. tv Customer a nonexclusive and nontransferable license to use the computer software package ("the Software") necessary for the operation of the Equipment on the terms and conditions defined or referenced herein for so long Customer may own or use the Equipment. THIS LICENSE DOES NOT EXTEND TO ANY MAINTENA~CE OR SERVICE SOFTWARE SHIPPED TO OR LOCATED AT CUSTOMER'S PREMISES WHICH IS INTENDED TO ASSIST PICKER EMPLOYEES IN : THE INSTALLATION, TESTING, SERVICE, AND MAINTENANCE OF THE EQUIPMENT. Customer agrees to pay Picker a one-time license fee. This fee is included in the basic system price defined in the Quotation. THE LICENSE HEREBY GRANTED TO THE CUSTOMER DOES NOT INCLUDE ANY RIGHT TO USE THE SOFTWARE (FOR PURPOSES .lER THAN OPERATION OF THE EQUIPMENT) OR TO COPY, ../RODUCE, SELL, ASSIGN, TRANSFER, OR SUBLICENSE THE SOFTWARE FOR ANY PURPOSE, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN PERMISSION OF THE PRESIDENT OR A VICE PRESIDENT OF PICKER. If such permission is obtained, Customer agrees to apply Picker's copyright notice or other identifying legends to such copies or reproductions. _ The rights herein granted to Customer shall not affect the exclusive ownership by Picker of the Software or of any trademarks, copyrights, patents. trade secrets. p~oprietary rights, or other property rights of Picker (or of any of Pickers suppliers) pertaining to the Software. - TO BE USED only on the following equipment and location: Model # S.N. PICKER INTERNATIONAL,ING. Stephen B. Meeder Type or Print Title Sales Manager Date June 30, 1997 .....) \:::;....-. .~~ MANDA TORY LETTER. 163 946 17) (9/87) Customer agrees that only authorized officers, employees, and agents .... of Customer will use the Software or have access to the same (or to any part thereof) and that none of Customer's officers. employees, or agents will disclose any part or all of the Software, or permit any part or all of the same to be used by. any person or entity other than those identified herein. Customer acknowledges that certain of Picker's rights may be derived from license agreements with third parties and as such Custo- mer agrees to preserve the confidentiality of information imparted to Picker under such third party license agreements. If the Customer modifies the Software in any manner. all warranties associated with the Software and the Equipment shall become null and void. If the Customer or any of its otticers, employees. or agents should devise any revisions, enhancements. or improvements in the Software. Customer shall disclose such improvements to Picker and Picker shall have a nonexclusive royalty-free license to use such revisions. enhancements and improvements and the right to grant sub-licenses thereof. The Software is licensed to Customer on the basis that (a) the Customer shall maintain the configuration of the Equipment as it was originally designed and manufactured and (b) the Equipment includes only those SUbsystems and components certified by Picker. The Software may not perform as intended on systems modified by personnel other than those under the direct supervision of Picker or on systems which include subsystems or components not certified by Picker. Picker does not assume any responsibility or liability with respect to unauthorized modi- fication or substitution of subsystems or components. Customer shall cause each authorized user of the Software to abide by the terms and conditions of this License Agreement as if each were a . party hereto. This license shall continue for as long as the Customer continues to use the Equipment, except that Picker may terminate this license in the event of any default by the Customer. The Customer agrees to return the Software and any authorized copies thereof to Picker irrmediately upon expiration of or termination of this license. university Hospital Located at Customer Type or Print Title . Date . . -. - ATTACHMENTP General Operation and Safety Policy . Rev. Jan. 1993 Rev. Jan. 1996 Rev. Sept. 1997 UNIVERSITY HOSPITAL Augusta. GA Administrative Policy and/or Procedure . Division Or Department: Radiology Policy No. Page 1 Effective Approval F-10 of 12 Su~ect General Operation and Safety Policy - MRI ~g~ 1. MRI Suite A. All persons entering the RF shielded suite will be escorted by an MRI technologist. These persons will include but not limited to patients, employees, visitors and physicians. B. Gauss Lines and Diagrams The gauss line defines the strength of the magnetic field at a specific location away from the magnet. Restricted public access begins at the 5 gauss line. The gauss lines for three types of magnets currently in use - the unistat magnet, the active shield magnet, and the compact magnet - are shown in figures T, II and II. C. Warning Signs and Items Affected by Magnetic Fields Warning signs must be posted within the area surrounding the scanner and outside of the scanner room. They signs must warn personnel, patients, and others that they are within a magnetic field. The magnetic field can damage sensitive instruments such as analog watches and cameras. The field will distort displays on CRT's and other instruments which use slow moving electron beams (image intensifiers, photo multiplier tubes, oscilloscopes, etc.) The field will erase magnetic tapes, disks, and other magnetic recording media. It will also erase magnetic strips on credit cards. Small magnetic objects such as hair pins, paper clips, safety pins, and belt buckles within the magnetic field distort the homogeneity of the magnetic field and will therefore adversely affect the quality of the MR images. 2. All patients will be interviewed by an MRI technologist during the prescreening evaluation session. This interview will also include a detailed explanation of the procedure and what the patient can expect. Each patient will be presented with a standard form (attached) to be completed by the technologist. r=1""'\~lA .u. Ar'\lA n~nv -. - Rev. J an. 1993 Rev. J an. 1996 Rev. Sept. 1997 UNIVERSITY HOSPITAL Augusta, GA Administrative Policy and/or Procedure .- - Division Or Department: Radiology Policy No. Page 2 Effective Approval F-IO of 12 Subject: General Operation and Safety Policy - MRI w~~~ Screening Patients - Patients who are claustrophobic, unconscious, vomiting, or have the potential for incidental cardiac arrest should be watehcd carefully during the scan. There is not enough room within the scanner for a respirator or other life support equipment should its use become necessary. Acoustic noise during the scan may be uncomfortable or painful to a patient with a pre- disposed auditory condition. For the safety of all patients, some type of hearing protection (i.e. earplugs) should be worn during the scan. Patients must be screened for a history of cardiac problems. The physician must access the risk vs. benefit of scanning a cardiac patient. When scanning a patient with a cardiac problem, follow these guidelines: Make sure that a staff member with CPR certification is present during the scan. Have available a non-magnetic crash cart with the appropriate resuscitation equipment and medical supplies. Have available a non-magnetic gurney should it become necessary to remove the patient from the room. Maintain patient contact as much as possible during the scan. A method for observing/monitoring the patient's condition must be available at all times. Electronically Magnetically and Mechanically Activated Implants - static magnetic fields may alter the characteristics and perfonnance of electrically (pacemakers, neurostimulators), magnetically Gewelry, braces), or mechanically (infusion pumps, cochlear implants) operated devices. Ferromagnetic Prosthesis and Implants - some implanted aneurysm clips, surgical clips, or other ferromagnetic materials may be dislodged by the force of the magnetic field. Certain orthopedic implants may also present a risk to the patient when the patient is placed within the magnetic field. C:f"I.O~A U ^ I"'\~A n~nv .~ . Rev. Jan. 1993 Rev. Jan. 1996 Rev. Sept. 1997 UNIVERSITY HOSPITAL Augusta, GA Administrative Policy and/or Procedure . Division Or Department: Radiology Policy No. Page 3 Effective Approval F-10 of 12 Subject: General Operation and Safety Policy - MRI ((f:~~ -- Facial Makeup, Tattoos Shrapnel. and Foreign Bodies - patient screening should include questions specifically related to exposure to metal fragments. Patients who have been exposed to magnetically active metal fragments in their workplace may unknowingly have microscopic metal fragments in their eyes. Facial makeup, especially eye cosmetics, may contain ferromagnetic materials. Therefore, it is recommended that facial makeup be removed prior to the scan. Several incidents of eye irritation due to makeup have been reported. Severe eye irritation has been reported in patients with permanent (tattoo) eyeliner. Patients with body tattoos should be watched during the scan since tattoo ink may contain small amounts of ferrous material. 4. Safety Policies A. In the event of an emergency (danger to the patient, malfunction of the installation, etc.) the technologist will interrupt the examination by pressing the red knob at the control console or in the room. There is a constant ventilation system installed to accommodate a possible quenching situation to prevent oxygen depletion. B. No open flame or smoking is permitted in the area. C. When the "MAGNETIC STOP" function has been reactivated, the magnet field intensity decreases rapidly resulting in converting helium into thermal energy. This artificially lowering of the magnetic field (quench) is initialed by opening of the superconductive switch on the magnet. There is a closed ventilation system to control any vaporization during a quench. Ramp Down Conditions - A "ramp down" is a gradual shutdown of the :rvm. system. It takes 15 to 20 minutes per every 0.5 Tesla to ramp down the magnet. A ramp down should be used when the situation is non-life threatening. For example, the system should be ramped down if the equipment or instruments are accidently pulled into the magnet. 1=()j:?~A it AnM_Q~Q)( "'" -. - Re v. J an. 1993 Rev. Jan. 1996 Rev. Sept. 1997 UNIVERSITY HOSPITAL Augusta. GA Administrative Policy and/or Procedure - Division Or Department: Radiology Policy No. Page 4 Effective Approval F-10 of 12 1-tJ2!:; if ~~~- Subject: General Operation arid Safety Policy - MRI Quenching the Magnet - A "quench" is an immediate shutdown of the MR system. A quench should be performed only when the situation is life-threatening or when the force of the magnetic field prevents you from treating patients or personnel. D. Maintenance personnel are to adhere to previously established protocol regarding high voltage/high current set by the plant services division. Proiectiles - Ferromagnetic objects such as scissors, scalpels, wrenches, and screwdrivers must not be used within the 10 Gauss line of the magnet. If released within the 10 Gauss line, these objects may accelerate at a high rate of speed to the center of the magnet, possibly striking patients and/or personnel within. their path or damaging the magnet. Before entering the magnet room, all loose ferromagnetic objects r:nust be removed from patients and personnel. E. The handling of cryogens will only be performed by trained vendor personnel. Personnel involved in the transfer of cryogens will wear protective gear and adhere to vendor guidelines. Cryogens - Cryogenic liquids may cause severe burns and produce large amounts of oxygen-displacing gas whe~ the magnet is suddenly quenched. Therefore, scanners with cryogenic magnets must be used only with properly functioning vents and pressure relief valves. Cryogenic liquids must not be handled with patients in the vicinity and must not be left unattended during cryogenic transfers. Only trained and authorized personnel may perform cryogenic transfers. F. The superconductive magnet is "shock" sensitive and should never be moved without first consulting with the vendor. G. When the normal hours of operation are completed, all access doors will be secured to prevent unescorted persons from entering the RF shielded room. l::r"\CHA .. ^ r"\lA n-:lnv ~ . Rev. Jan. 199B Rev. Jan. 1996 Rev. Sept. 1997 UNIVERSITY HOSPITAL Augusta, GA Admiriistrcitive Policy and/or ProcedUre . Division Or Department: Radiology Policy No. Page 5 Effective Approval F-10 of 12 Su~ect General Operation and Safety Policy - MRI l~t~ 5. All malfunctions/defects are to be reported immediately to the appropriate service personnel and the Technical Director or designee. Electrical/Mechanical Safety - Periodic inspection and maintenance will be performed. When operating the equipment, be alert for possible malfunctions, such as: - louder than normal motor noises - sparks - overheating - smoke or odors from electrical components Most accidents and injuries caused by electrical/mechanical damage can be avoided by following these guidelines: . Installation/Service - The installation and service of the equipment should be performed only by authorized and qualified personnel. Maintenance - The moveable assemblies and parts of the equipment should be routinely inspected in accordance with the manufacturer's recommendations. Safety Improvement - Safety improvements to the equipment must be authorized personnel. 6. In an emergency patient situation (Code 99) the patient will be removed from the RF shielded room as quickly and calmly as possible and transported to the patient prep room where life support equipment can be utilized. The "Code Cart" will be maintained (by the lead MRI technologist) in this room along with other emergency support equipment being available (02 and suction apparatus and the like). The appropriate location will be referred to when announcing a Code 99, the "MRI patient prep room". Physiological Monitoring - The safe and effective use of electronic or other metallic emergency equipment may be impossible near the magnet. Most resuscitation equipment cannot be brought within the 10 gauss line. If a patient needs to be resuscitated, he should be removed from the scanner and taken to at least the 10 gauss line for treatment. c:'r'\L'llA U A. f""\lA n.l'"}nv '" UNIVERSITY HOSPITAL Augusta, GA Administrative Policy and/or Procedure Rev. Jan. 1993 Rev. Jan. 1996 Rev. Sept. 1997 - - - WI' Division Or Department: Radiology Policy No. Page 6 Effective Approval F-10 of 12 Subject General Operation and Safety Policy - MRI 1Jt~ Physiological monitoring equipment (i.e. cardiac gating, IV infusion pumps, oxygen) may be affected by the operation of the scanner and give an erroneous reading. For this reason, increased audio and visual monitoring of patients may be necessary. 7. Nursing service and other support services will be providing in-service education classes as needed by the lead :MRI technologist as requested from Hospital Education or nursing . service. Training Non-tvlR Personnel - Local police and fire departments, maintenance personnel; and others who have access to the scanner room must be made aware of the effect that the magnetic field has on their equipment and procedures. Fire and police personnel must be warned that axes, handcuffs, and guns may act as projectiles when exposed to magnetic field. Maintenance personnel must be told that metal buckets, vacuum cleaners and other equipment cannot be used near the scanner. 8. See attached pregnancy statement. PregnancylInfancy - the physician must determine the risk vs. benefit of scanning the pregnant woman, the developing fetus, and the infant. 9. MRI technologists will receive their training from vendor application specialist, application scientists, by attending outside seminar, by on site visits to other:MRI locations, or fonnal MRl training at an accredited program. They may also sit for the :MRI registry. 10. Only those radiologists that have met the :MRI criteria established by the radiologist staff, credentialing committee and the executive committee will interpret the MRI scans. FORM # AOM-939X -. - MR OPERATING SAFElY - - --- -- 4d! 30' - ,. ,.. . - - -- ... ....'1 .5T ...-.. '" ... ,/ "',....1.0T / .... / ' ,I , , ,/ , ,- I ,I I ' I I I I I I I I I , I , I .,---~- .-- 20' " ..' ... . .... .... ,.......O.5T , , , I I I I I I I I I , . , .. 10' I,: '" "'OQ~S Unistat Magnet (X Axis) Distance from Magnet Center (Left and Right) 0.5 Tesla 2L8 Ft. to Tesla 27.5 Ft. . 1.5 Tesla 33.0 Ft. (Z Axis) Distance from.Magnet Center (Front and Back).. 0.5 Tesla 27.7 Ft. 1.0 Tesla 35.0 Ft. 1.5 Tesla 39.5 Ft. I., == , I. I:!. . .. I I , . ,',' . r I 1.1., ,It, .' : III I' " ' I 1. 'i I' .1 I' ,il ..:, .' I. I" . I I' C863:S6 ! I . '.1 ' . il I I , ,; , .;; I .1:. i' I '. I I i." '\, r, I , I II . I, . I 1 I ! I I I. .\ i '1.- 'I' ,. , . I " I,U)' I,':, , I I' 1 .' .,' ..1 !I . I 01 i I ,1'.1 .. I ,., " . ' I I' ':il I, I 1. :/.,. - ','1: I' .', '\ Ij ,I 1./ ," ,1:1 . .. . III I h ,. "~I " I I;' I I' . i.l i . j! I I I ! . .: 'i .j' ' I r. i i . '."\ 'l. . ". I I' I :: .1 . I I I I ,., I. I I; ."; ,I. . , 'I , . ~ I ji:. i I ";I "",.. ., r ,I I I", , . , ., I 1 ~ I ..1 I ,I . I 0\ II .. I 11'.I.j .. I I I ,.1 .. . I I: I ' I.;} I,. I ,. :', II' I. . r I 'I 'i I' , .,.. ; I ~ . .' ,: Iii I I' ill ':, Ii, 'I, I' I;' I I I' , I 'I i..... --Tj-'------ . ;! i I 1 I . ,: \ .; I ' r. ,'I. i j t, ,I I,' '\, r, I I I' :: ) , I. . :" ,'1.'- I .1' I ,.1 I, I I ,: ',I., .',! I. ':1 I 1'1 I , I ,. I I I 1 . C863:S6 . . - - - -- II 30' I . I I 20' " ,I.' ,.1.'. I , Iii i, !, I .I. :1" ' I':! I. " Ii II I., I ~l ,:,:' Ii' , ...1.', It MR OPERAT,ING S~E1jY, I I' I 1 . I, I , I: I ' I 1 : I . i: i r I" . , I 1 . I Ii,'. Ii, 1', I I I " \ . ': I I I I, :,: 'I,. ',I :i I 20' j I' ': I ; 'J!) j , , ,; 1 . I I : .1,1 !I .\ " I ,1',1 ,. .1 ,. .,., I '.it I, I .I. ::" ' 1(' , I'., ..1 Iii, .' , " III . i .j ': Ii, ,. '; " I I" I I r I I Ii 1.0T 10' I .. I" ; 1.5T .. .. ... "- " ! I , \ , , \ \ , 'I' I , : , ,. ( I . I / ,/ I I ! ,., " I I :, : II .,1 ,1',j'l I:, -," ,."."'" '" ~ , "," / .. , '" , I , , I " , , , , , , , , . I t. I, i , ' I :' \ \ \ \ \ 10' , . , , , , , '... '..... " " , , ' i I '. t I i,'. 'I, r, , \ \ \ , , , ... I I :: "1. . , I " " '" '" L: "" "" ... , ... .. ..... --- ~ -..... c__::::.......--: -..._-_ :: -:.JZ:--=>~': - -- --: ......,-~--,,..- . :Ii .j, " I j, , " ,. . " " . \ .,1 ! II . I .\ " I ,",I I ., I ,. ,', ,I i'i I I (X lUi,) (z Axis) , ,; .I \. ! ;"11 0, f M D' fr MI. ,[ I Il\tancc: rom agnet lstance om agnet 'I I' I .1.. Center (Left and Right) Center (Front and Bac~) , : II~ I / 0.5 Tesla 7.5 Ft. 0.5 Tesla 11.5 Ft." ,. ,i,",', Ii, 1.0 Te~la 8.0 Ft. 1.0 Tesla 13.0 FC'T::: II." I" .., I 15 Te~la 8.3 Ft. 1.5 Tesla 15.4 Ft. i .'.1' . , ..' . I ' ii', FIGURE II Active Shield Magnet - Radius of the Five Ga~l Line,,' /,; .:' . f. I '.. ,.',. i '. I , I i," 'I. !', I Active Shield Magnet. I , I' " , I I., " ! I I . I, I '. . ' .,: ,I. " r ;, I I' l,ii) I :.', I ' . MR OPERATING SAFETY 40' . ..... .... --. ". -- 30' - " - .. .... -.. ". .. '. I,. 1.0T 20' '. O.ST 10' I o . -&- c .91\..<40 Compact Magnet (X Axis) Distance from Magnet Center (Left and Right) 0.5 Tesla 19.4 Ft. 1.0 Tesla 25.3 Ft. (Z Axis) ,: Distance from M~gnet , ,Center (Fronf and Back) 0.5 Tesla 25.3 Ft. 1.0 Tesla 32.8 Ft. Fitted with Iron Yoke Shield 0.5 Tesla 8.6 Ft. 1.5 Tesla 8.3 Ft. 0.5 Tesla 1.5 Tesla 15.1 Ft. 15.4 Ft. , ; ;\.1, I , " .1 Y . I'll I. . I I ij II 1.1" , 1\ " , . III I I" ,:, .,1 I" " ( I.' .1 . C863:S~.r ,I . , !. .. I., I .':, \'. .'.. '1. " 'I . I. , ," T \'. . .'" ," 'I ;, , I i. I I ' I I . , j ; I i' , 'I I i '. I I II. 'I. r, , 1\ '. I: , (, I . I I , I I, I ,I ',Ii), : i" I ., . .. I: ',1 .' !I . I " !. I 111.1. 1 ' , , I I : i I I , Ii I I: !.', I " 'j I'i :,' : " ,.' ,I .. .IL: . I" I I" "; .:' " I' .. 1,1 ..' , I I 1 , \ . . II I ii' . .! ; i ,I ;., .j: I I j "1.1,. ';, I. :., , I, I' I ; , . . I , I , I .. I. I , " . 1'1 " '.,il ;, I" : ,I i I .. j .1 I I~:, I . ' :1 . I ,\ \ ,1',1 ., J I !. I , I j' I :: I II. ,I " "'; II' i. . I, 'II: ',.1.. ./'1 . .' , :,: III ,I I" .'j:, II' I I' I I r ,I , . II ,i i I . I " . . \ .; I i 1'1 FIGURE III Compact Magnet. Radius of the Five GaUSs L'~'nei, ,,' I, I ~.'" If. '. ! I I I., . . . .',: ",. " 'i I .... 1 '. iii . '; , I.; ,I I I I ). I I j. I' I ;\ Ii'" 1/ i I I . ~ UNIVERSITY HOSPITAL MRI PATIENT INTERVIEW SHEET I Date RadiOlogist . ~a,e 0; 3ir:~ P!"lysician Height ?:ccecure Dia;:"\csis Patient II Weig:-:t Outoa:ient lnpan.ent 4jini=a1 ~is:cry C;,ief Complaint of Patient 7i"E FOLLOWING ITeMS MAY lN7E:RFCR: WITH MAGNETIC RESONANCE IMAGING AND SOME CAN BE POTeNTIALLY HAZARDOUS. PLEASE INDICATE IF YOU HAVE THE FOLLOWING. . cardiac pacemaker .._......._...._.........._.___.___. aneurysm clip(s} ......_................_......_._......._.._..._.__......... molanted insulin pump _..........._......_......_..__...__..._... implanted drug infusion device......_....._................._.._...... bone growth stimulator .....__...._._._._..__._.....__.._.... neurostim ula::=:- (TEN S. Unit) ._..................___..._..._..... 4Iny tyPe of biostim ulator .._......._.................._..._............. internal hearing aid.._...._._....._........_........._........._.... co::."lle ar 1m ;:llanl.............__...... _........_.._.......... ...__....... Gia:lturco coil (s;:lring embolus coil) ...................._..._........ yes yes yes yes yes yes yes' yes yes yes no no no no no no no no no no vas:=:Jjar c1ip{s} ._..____.......___..._......._.........__.._. .iem osta tic cJip( s) ..__.__........_..__..__._......_..._. ~""Y type of surgical slip or sta~Je(s)._.___.._...__._. :-.a valve .,rosthesis ......_..._._.____...._....__....... lW'-Jic?lc vena cava filter _.._.._..___...._........_.__..... m~dle ear implar:t___.__..-:-_________......._.._ pa:1i1e ~rcs:hesis ...__........_...___...._.__...._...___..... c:tlr.aVey~ prosthesis ........_..._....__.._.........._..._.._ ~:a~nel 0: bulle:....._...__.._......._......_.__..._...__.._ ~-. '-~' . .. ....'re st.:tures .__....._......._...._......_........_.._..__._.. '-2.r.ooec eyeliner ......_._...._..........__._.._...._____.. a:ty ty;:>e of dental item held in place by a magne.__.... any othe: implanted ite~....._....___......__..._...__..... :y;>e: yes yes yes yes yes yes yes yes yes yes yes yes yes no no no no no no no no no- no no no no ;:::'::hr2.g~ _....._._..........._.........._......_...._................._..._~....... yes no IUD _..._.........._....._..........._.......__.._._.._..._.._._..... yes no renal s.":l.:n: _..._......_........:..._..........._........................_.... yes no i:-.::a ve:1:riC;,;~r shunL.............................._....._................. yes no wire mesh .......__...._......._......__.._....................._._..... yes no a::.:icial-lirntl or joint_...__..__....._................._._... ves no _'a:ty orthopedi::: item(s) (Le. pins. roc:s. s;::ews. naiis. cli:>s. plates. -ire. et::.}-.o:-..._._..._____._.._.._......._........_.._.... yes no ee:1::;res __._............_.._..............__...._._............_.... yes no .cen:.al braces.._................................._...._.._..._......._... yes no any ty?e o! remova:;le dental r.em ............................._.._ yes no .-HA.V: YOU :VER HAD;., SURGICAL PROC:DUR: Or: A.NY -.,c\SO? ""_ ........... ....._........_._..._.._.. ......... ..................... yes no ~ ..:e Iy?e --"U-~-=i"e PATIENT SYMPTOMS MRI Srain: in jury ..._.............__..._'_.................................._..... HA .s..._.:__.._.__.._.:_._........._.._..._...............__.. seizures .............___..._.._............._..._...._._._..__ blackouts .._....____....._..._..._.._...............__.__._.. hy<;>ertension...__.__._...._... ..........._........................_. previous strok e .... ..__._......._.. .............__..........._.... .-_... c.'lange in vision _.........._...._..................................._._. ~ange in hearing...__...__............... .._..... .................. weak."ess in extremities ......................................._.._.... right side pain. ._._._..__...___....._........................_..... Ie!. side pain _._....___..::._.... ......................_......._..... yes yes yes yes . yes yes yes yes yes yes yes no no no no no no no no no no no MRI Ci!rvical: injury ,...._______...____..__.._....._...._......_..._ neck pain .._._.._.___...._........._.................... ..... -..... H.A..' s..__.._.._..._...__...._._...._....... .........-.......--.- righ. arm pat:-. ....__._........._....._._............_................... left arm pain _._._._........_......_............__...........__... tingiing s e r" .sat io n5...__._...:...:::........ ........ ..........:. ~-.. -... yes yes yes yes yes yes no no :-:0 no no no MRI Lumbar. in jury ._......_.... _ "_'_" - .............. ._._.... _...... .......- - ........ low back pain ........._._____..............._..._.............___.. ri;ht leg ;::ain...............____._....................___..........__._.. Ie It Ie; pa rr... ......_._.._......_.. ..._ .._............ ............. -....... yes yes yes yes no no no no MR: E.~re~j:y: in ju ry ".'" ............ ._.._......... ...._........ ..._.. ................ .-."" rig~: s i~ e ;;ain. _. _..... __.......... ........ ..._..._. .....-..... ......-.... let: sioe ;lain ......._..._._.._....................._.............___._.. a::=,in g.............. "_"""_". ...._ _.... ........._ ....u... ..... ...-...... yes yes yes yes no no no no Pain C:ta:a::::er: ac.~,s... _ .............. .-.-...-.... ........ ................ -.. ........... ...-..... tli: 0:: :'in; .............. ._.... ..__.. ..... .............. .............. ........... .--.. ...- ...... ~urn:'; .._...... ..... ......._.. ._...... ... ..... ... ............ ... .... ...-..-- ....... S:;3 t;) ... ...-........ ..... .... .-...... ... ..... ..... ................. .......... -..... O::te~ yes yes yes yes no no no no ~"\.oIp t ~x. )....... . .. \ ,. ~ /I University Hospital An Affiliate of University Health - I understand that the presence of metallic items on or in my body can cause interference or potential hazards while undergoing an MRI procedure. This has been explained by the MRI technologist. Signature Date - -. I ; I -. -' , . . ~ VVl L'"1ess Date I ~ .. e 1350 Walton Wa)' :\:Jb~:OJ. ~o~ia 30901-ZGZ9 . ~~...."'..e~"',,,; ...0 ~ o ... ~ ~ c .. c - u . . . . . . " ... +, ..... "# " 1f~ITY ,,0' UNI\JER~ITY HO~PITAL "'. MR.I PREGNANCY STATEMENT Because of the relatively sh.ort existence of MR.I, its absolute safety for the examination of pregnant women has not yet been established. Although studies have suggested that there are no developmental effects produced by exposure to MR.I, we do not routinely scan pregnant women; partic- ularly during the first trimester. Conclusive data concerning the safety of MR.I will probably require long term follow-up studies. MR.I may be indicated for use in pregnant women if other nonionizing forms of diagnostic imaging are inadequate or if MRI provides important information in patients who would otherwise require exposure to ionizing radiation. While ~ all current evidence suggests that MRI in pregnancy is not harmful, there has not been enough data accumulated to absolutely guarentee it. I have read the statement above and fully understand its contents. I agree to have the scan I decline to have the scan Patient: Date: Technologist: ~" -l Effective: 8/1/87 Telephone (404) 722-9011 - 1350 Walton Way (10) Augusta. Georgia 30910 ./ .. . . -. - ATTACHMENT Q Ambulatory Surgery Indigent Care Survey . ~ . University Hospital .-\n .-\Jfiliate of [Jni~'ersit.'v' Health . February 26, 1998 - - - Caron Hopkins State Health Planning Agency 2 Peachtree Street, Room 34.262 Atlanta, Georgia 30303 Re: Program-Specific Indigent Care Survey for University Hospital Dear Ms. Hopkins: - Enclosed is a program-specific Indigent Care Survey documenting University Hospital's compliance with an indigent care commitment associated with Project No. 71-92 which involved the construction of an ambulatory surgery center in Columbia County. The facility became operational in 1996. Therefore, the indigent care commitment was in effect for the full year of 1997. The service-specific indigent care being reported is a subset of the indigent care reported for the entire hospital as shown on the 1997 Hospital Indigent Care Survey for University Hospital which was submitted earlier this year. Please call me if you have any questions. Sincerely, Ca.h-"I ~\o.de. Catherine P. Slade Assistant Vice President CPS:ch Enclosure 1350 Walton Way Augusta. Georgia 3090'1.2629 7061722.9011 "= . . 1997 HOSPITAL INDIGENT CARE SURVEY ADDENDUM SERVICE-SPECIFIC INDIGENT CARE GONIMIThtENT 1. IDENTIFICA TION: University Hospital 1350 Walton Way Augusta GA 30901 2. REPORT PERIOD: January 1, 1997, through December 3 L 1997 3. VERIFICA nON OF r:VIEW BY CHIEF EXECUTIVE OffiCER Reviewed and Approved: ~ Typed Name and Title of CEO: Donald C. Bray, President/Chief Executive Officer 4. INDIGENT CARE COL\'1MITMENT: Project No. 71-92 University Ambulatory Surgery Center of Columbia County Description: University Health Services, Inc., was approved on December 23, 1992, to establish a freestanding ambulatory surgery center with four dedicated operating rooms in Evans, Columbia County. Upon completion of the project, the ambulatory surgery center was licensed as a part of University Hospital's ambulatory surgery program and not as a freestanding center. This project included a commitment to provide 3.0 percent of adjusted gross revenue for indigent and charity care. The estimated amount of the indigent care conunitment as shown in the CON application's financial projections \vas $62,904 in the first year of operation and $87,061 in the second year. Since the ambulatory surgery center is now licensed as part of University Hospital, the indigent care commitment is now based on 3.0 percent of the adjusted revenue of University Hospital's entire ambulatory surgery service. This results in a significantly larger commitment. The ambulatory surgery facility associated with Project No. 71-92 became operational in 1996. Therefore, the indigent care commitment was in effect for the full year of 1997. The follo\\ing information provides the indigent care experience for calendar year 1997, the same report period as the Hospital Indigent Care Survey. The service-specific indigent care being reponed is a subset of the indigent care reported for the entire hospital and ShO\"<l1 on the 1997 Hospital Indigent Care Survey for University Hospital. UNCOMPENSA TED INDIGENT/CHARITY CARE AS PERCENT OF ADJUSTED REVENUE OF THE A1\1BULA TORY SURGERY SERVICE AT UNIVERSITY HOSPITAL Gross revenue for ambulatory surgery services $27,722,987 Less Medicare and Medicaid contractual adjustments 4,541,476 Less bad debt 342,956 Adiustedgross revenue for ambulatory sur~erv services 22.838,555 Uncompensated indigent/charitv care associated with ambulatory surgery S 690,907 Uncompensated indigent/charity care as a percent of adjusted revenue 3.0% . Dotty W. Roach. Director State Health Planning Agency . 4 EXECUTIVE PARK DRIVE, N.E. / ATLANTA, GEORGIA 30329 Suite 2100 (404) 320-4821 GIST 238-4821 -. Oecember 23, 1992 -. - CERTIFIED MAIL Return Rece;ot ReQuested -. - University Health Services, Inc d/b/a University Ambulatory Surgery 1350 Walton Way Augusta, Georgia 30910 Attention: Edwin M. Sheats, VP/Corporate Resources Center or Columbia County Gentlemen: The State Health Planning Agency hereby approves your request (GA. 071-92) in accordance with the State Certificate of Need Law, to establish an ambulatory surgery program with four (4) dedicated operating rooms in Evans, Columbia County Georgia. This project involves the construction of 19,500 square feet. The committment of 3% of your annual adjusted gross revenues for indigent/charity care is required. The total estimated capital costs associated with this project is 54,127,433. Your certificate is val id for a period of twelve (12) months, unless extended for good cause. It is important that the admi ni strat i on of your project be consistent with the Certificate of Need rules. We are, therefore, enclosing "Performance Approval Period Requirements" which outlines the duration, progression and extension provisions (if needed) which apply to this approval. Please be advised that a decision by this Agency is subject to appeal within thirty (30) days from the date of this letter. Should a bona fide request for an appeal be received, you will be promptly notified and the Certificate or Need will be suspended until the appeal is resolved. You are strongly advised not to make a substantial obligation of funds until the time period for requesting an appeal has expired. . . Project No. 071-92 December 23, 1992 Page T.,~o The approval of a project by the State Health Planning Agency does not assure that any amount or rate of reimbursement will be paid by the Department of Medical Assistance, the Medicare intermediary, or any other payment source. Should you need additional information pertaining to this communication, please contact this Agency. Sincerely, (217'dp/ r.1 ..M;V'ttr'Ar.1V Pamela S. Stephenson Director, Regulatory Review CSC:JV:sp Enclosures: Evaluation Performance Approval Period Requirements Progress Report Form Project Implementation Schedule xc: Russ Toal, DMA, Commissioner Health Care Section (ORS) State Architect Taffey Bisbee . . ... - ATTACHMENT R Letters of Support -=: . cnEATER AUGUSTA NEUHOLOGICAL I'NSTITUTE 1303 I)' Allliguac Streel PO Bllildiug # ., Suile 21WO Augusta, Georgia 30')0 I . SUMMER VIU.E NELJIWSLJ1WE1{ Y, PC. WAYNE D. OEVERlDGE, M.D. CLINTON E. MASSEY, M.D. ll.DEMAIW VOl.CAN, M.D. (706) 774-047H : [:AX 774..{IH76 CIIA1H.ES O. McCLURE, M.D., P.C. ADUl.T AND PEDIATRIC NI~LJ1WI.O(J Y (706) 722-HH 17 FAX 722-3315 February 4, 1998 Pamela Stevenson Executive Director of State Health Planning Agency Four Executive Park Drive, N.E. Suite 2100 Atlanta, Georgia 30329 Dear Ms. Stevenson: This letter is written in support of the CON application submitted by University Health Services, Inc. of Augusta, Georgia. I am a practicing Neurosurgeon in this city and a member of the Active Medical Staff at University Hospital. Over the last year or so due to the growth of the city and the large referral center that we have become in this area, we have seen larger and larger waiting times to obtain an MRI scan in our facilities. Sometimes in the past, the patient has been referred to other hospitals, due to the managed care and insurance who determine where the patient goes depending upon the contract they have with these agencies we can n.o longer do so, therefore, we have seen a delay in the diagnosis of our patients due to a long waiting list for the MRI scan and at the same time a delay in the treatment plan for the patients. As you know, one of the main problems of the current existing MRI scans is that they are quite small in diameter and some patients, especially the large framed and obese patients will.not fit in, the cut-off weight is 300 pounds for the scanners. This certainly leads to our request to have an open MRI scanner that will allow this population to be studied without the need to travel to Atlanta, which is where the next open MRI scanner is functioning. Compounding the problem is the large amount the population requiring this study suffer from claustrophobia which prevents them to be in an enclosed environment and this is one of the advantages of having an open MRI scanner as it will allow these patients to have the study without any problems. I assure you that having this open scanner with expedite the diagnoses and treatment of our patients in addition to accommodate the obese as well as the claustrophobic patients. The second machine will take the overflow of the first one that is working at full capacity at the present time . . February 4, 1998 Page Two , hope that the State Health Planning Agency will pgree and grant the application of University Health System, Inc. . - Sincerely, ,. ~/.p C-_:-;_ ~ (f) '((!~ IL.O i~ J..' OLCAN, MO UV:/g . Orthopaedic Associates of Augusta, P.A. .- - EsL /969 University Hospital Professional Center I ::_::_ 8-"\ February 6, 1998 820 St. Sebastian Way Augusta, GA 30901-2668 Phone (706) 722-3401 Fax (706) 724-6540 Ms. Pamela Stephenson Executive Director State Health Planning Agency 4 Executive Park Drive NE Suite 2100 Atlanta, Georgia 30329 General Orthopaedics Dear Ms. Stephenson: H. SHERMAN BLALOCK. M.D. P.C. RecvnslnI<ll..llDCI Hand Surg<". I would like to give my support of the Certificate of Need application to be submitted by University Hospital in Augusta Georgia for a new open MRI scanner. I am a practicing Orthopaedic Surgeon in the Augusta area who principally works out at University Hospital. _..~~~_~~..~. ('"'-,_-'Ill( .!~. Mn -Adull RrconslnJC1i.. Hip'" K... Surg.". Anhroscopi. Surg.". W. HOWARD HUDSON. M.D. P.C. Hand '" Uppor E.t..mily Surg.". Adull Rrcomlnldl.. Surg<". LEROY R. FULLERTON, JR.. ~I.D. Sports Modlcinc Anhr05C1>pic Surg.ry LARRY W. CARTER. M.D. Sports Modlci... Adult Ro<oostrucd.. Surg<ry My primary focus is those patients who have orthopaedic spinal problems and pathologies. Over the recent past, we have noted more and more patients who have had difficulty getting in our MRI scanner due to the fact they have significant claustrophobia. We also have a significant number of patients who, because of their size, have been unable to get into = our conventional MRI scanner. THOMAS Eo BAILEY, JR.. M.D. P.C. -!,odial1ic Onhopoedics ~ IU"R7.W1JllM; M_n -Adull RK<lCIStructl.. Surg<". Sports .\Iodlcinc THOMAS .~. PARFENCHUCK. M.D. Adull '" Podi.tric Spine Sure.". I believe a new second scanner at our hospital will also help us as far as patient care is concerned. There is a long waiting list of patients to obtain MRl's at our facility. This often results in scheduling conflicts and inability to schedule elective MRI's for at least two to four weeks. This does obviously compromise patient care to some degree. A second scanner would help some of these problems that we have at our facility. CECILIA MURPHY BOWDEN Administrator In summary, I believe that an open MRI scanner would be of great benefit not only to University Hospital, but to the Augusta area since we do not have a piece of equipment such as this in the Augusta region. Thus, I would hope that the SHPA would agree with this proposal and grant the application for an MRI open scanner here at University Hospital. JOHN L. CHANDLER. JR.. :\1.0. 1915-1990 EDWARD S. FORRESTER. JR.. M.D. 1934-1989 Once again, thank you for your considerations. .\IERCER T. BRJDCES. ~I.D. R.orod 1 CJ86 Sincerely, ~~ -...finlU..i..i iiilii.:..,i..w:....-. JR.. ~.D. R.ored 1996 Thomas A. Parfenchuck, M.D. T AP/yw . NEUROSURGICAL ASSOOATES. P.A. NEUROLOGI~LSURGERY .- - BEN :-<. ESTES. .\I.D. WlllIM.III. MEEKS. M.D. ROBERT c.. ^tlRM.ISON. ~I.D GREGURY .\1. OETTI:-<l;. ~I.D. February 9, 199.8 Pamela Stephenson Executive Director State Health Planning 4 Executive Park, NE, Atlanta, GA 30329 . . . " . Agency Suite 2100 Dear Ms. Stephenson: This let.ter is written in support of the application submitted by the University Health Services, Inc., Augusta, Georgia. I am involved in the private practice of neurosurgery in Augusta, Georgia and have " been for the last 28 years. Over the last 20 years there have been many .advances in the neurosurgical field and one of the most significant is the introduction of the MRI" It is one of the most yidely used diagnostic tools that we have available today and is in constant use in the diagnosing of neurosurgical lesions. The University Hospital has become one of a: few: neurosurgical centers in the state. I and my three colleagues have ordered over 7,000 diagnostic x-rays studies over the last year many of which have been MRI's. One of our current ongoing problems with th~ use of MRI is claustrophobia which is much more prevalent than was initially presumed. An open MRI would be very helpful for those patient yith claustrophobia and reduce the risk of having to premedicate patients to overcome their fear of claustrophobia. I strongly support the request for an open MRI at University Hospital in Augusta, Georgia. With regards, ) ..,. r/. .J / Meeks, M.D. J.d. I 1- / oJ' , \..'- William H. WHM/lnb ..: r'tY TO -_I\TK..'\I'() \11 Ill! .\1. 1 I., TI R ,"1(..': I.....'. L\X . ',1(., . ::.I'~~I : .'T '1.11.\'1"1.\' ..,....., '1.ITt" I' . .\I...I.oT\.I..\ ......oJ.:'." ^I'(;('ST^ MEIlIc..\ll r:'-lTER ,"If..""..".': F.\X .-'".'l'\'......u. ",2'.' 1l!.\X'EY(;Il.\Y! IRU.I.. 'I TIT :",. ..\(.(.I'~r..\.I..\ .",,,"