Audit and Finance Committee

Transcription

1 Audit and Finance Committee April 18, :00PM ProVidence Suite Conference Dial-in Number: (641) Participant Access Code: #

2 AGENDA University Medical Center of Southern Nevada GOVERNING BOARD AUDIT & FINANCE COMMITTEE April 18, 2018, 3:00 p.m. 800 Hope Place, Las Vegas, Nevada UMC Trauma Building, ProVidence Suite (5 th Floor) Notice is hereby given that a meeting of the UMC Governing Board Audit & Finance Committee has been called and will be held at the time and location indicated above, to consider the following matters: This meeting has been properly noticed and posted in the following locations: University Medical Center CC Government Center Third Street Building Regional Justice Center 1800 W. Charleston Blvd. 500 S. Grand Central Pkwy. 309 S. Third St. 200 Lewis Ave., 1 st Flr. Las Vegas, NV Las Vegas, NV Las Vegas, NV Las Vegas, NV (Principal Office) City of Las Vegas City of Henderson 400 Stewart Ave. 240 Water St. Las Vegas, NV Henderson, NV The main agenda is available on University Medical Center of Southern Nevada s website For copies of agenda items and supporting back-up materials, please contact Terra Lovelin at (702) The Audit & Finance Committee may combine two or more agenda items for consideration. Items on the agenda may be taken out of order. The Audit & Finance Committee may remove an item from the agenda or delay discussion relating to an item at any time. SECTION 1: OPENING CEREMONIES CALL TO ORDER 1. Public Comment PUBLIC COMMENT. This is a period devoted to comments by the general public about items on this agenda. If you wish to speak to the Committee about items within its jurisdiction but not appearing on this agenda, you must wait until the Comments by the General Public period listed at the end of this agenda. Comments will be limited to three minutes. Please step up to the speaker's podium, clearly state your name and address and please spell your last name for the record. If any member of the Committee wishes to extend the length of a presentation, this will be done by the Chair or the Committee by majority vote. 2. Approval of minutes of the regular meeting of the UMC Governing Board Audit and Finance Committee meeting of March 21, (For possible action). 3. Approval of Agenda. (For possible action) 1 Page 2 of 208

3 SECTION 2: BUSINESS ITEMS 4. Review the results of the follow up of the Surgical Services Inventory Audit dated April 9, 2018; and direct staff accordingly (For possible action) 5. Receive an Update on the Electronic Health Record (EHR) System; and direct staff accordingly. (For possible action) 6. Receive the monthly financial report for March 2018; and direct staff accordingly. (For possible action) 7. Review the tentative FY 2019 Operating Budget as submitted to Clark County and discuss any changes; and direct staff accordingly. (For possible action) 8. Receive an update report from the Chief Financial Officer; and direct staff accordingly. (For possible action) 9. Review and recommend for approval by the Governing Board the agreements with Siemens Healthcare Diagnostics Inc. for the new chemistry and immunochemistry analyzers with full automation line for use in UMC s clinical laboratory; and take action as deemed appropriate. (For possible action) 10. Review and recommend for approval by the Governing Board Amendment Two to the Agreement for Physician On-Call Services with Children s Urology Associates, LLC; and take action as deemed appropriate. (For possible action) 11. Review and recommend for approval by the Governing Board the Service Request between Epic Systems Corporation and University Medical Center of Southern Nevada; and take action as deemed appropriate. (For possible action) 12. Review and recommend for approval by the Governing Board the Amendment Five between Optimum Healthcare IT, LLC and University Medical Center of Southern Nevada; and take action as deemed appropriate. (For possible action) 13. Review and recommend for approval by the Governing Board the Provider Agreement between Laboratory Corporation of America and University Medical Center of Southern Nevada for Clinical Laboratory Testing Services for Ryan White participants; authorize the Chief Executive Officer to exercise any renewal options; and take action as deemed appropriate. (For possible action) 14. Review and recommend for approval by the Governing Board the Provider Agreement between the Board of Regents College of Southern Nevada Dental Practice and University Medical Center of Southern Nevada for outpatient dental services; authorize the Chief Executive Officer to exercise any renewal options; and take action as deemed appropriate. (For possible action) 15. Review and recommend for approval by the Board of Hospital Trustees for University Medical Center of Southern Nevada, the First Amendment to Interlocal Medical Office Lease with the Board of Regents of the Nevada System of Higher Education on behalf of the University of Nevada, Las Vegas, School of Medicine for rentable space at the Lied Building located at 1524 Pinto Lane; and take action as deemed appropriate. (For possible action) 2 Page 3 of 208

4 16. Review and recommend for approval by the Governing Board the Clinical Trial Research Agreement between CSL Behring LLC, University Medical Center of Southern Nevada, and Nevada Heart and Vascular Center Resh LLP ( Nevada Heart ); and the accompanying Memorandum of Understanding ( MOU ) between UMC and Nevada Heart; and take action as deemed appropriate. (For possible action) 17. Review and recommend for approval by the Governing Board the UMC Primary Care Physician Participation Agreement between Lifeprint Health Inc. dba OptumCare and University Medical Center of Southern Nevada; and take action as deemed appropriate. (For possible action) SECTION 3: EMERGING ISSUES 18. Identify emerging issues to be addressed by staff or by the Audit and Finance Committee at future meetings; and direct staff accordingly. (For possible action) COMMENTS BY THE GENERAL PUBLIC A period devoted to comments by the general public about matters relevant to the Committee s jurisdiction will be held. No action may be taken on a matter not listed on the posted agenda. Comments will be limited to three minutes. Please step up to the speaker s podium, clearly state your name and address and please spell your last name for the record. All comments by speakers should be relevant to the Committee s action and jurisdiction. UMC ADMINISTRATION KEEPS THE OFFICIAL RECORD OF ALL PROCEEDINGS OF UMC GOVERNING BOARD AUDIT & FINANCE COMMITTEE. IN ORDER TO MAINTAIN A COMPLETE AND ACCURATE RECORD OF ALL PROCEEDINGS, ANY PHOTOGRAPH, MAP, CHART, OR ANY OTHER DOCUMENT USED IN ANY PRESENTATION TO THE BOARD SHOULD BE SUBMITTED TO UMC ADMINISTRATION. IF MATERIALS ARE TO BE DISTRIBUTED TO THE COMMITTEE, PLEASE PROVIDE SUFFICIENT COPIES FOR DISTRIBUTION TO UMC ADMINISTRATION AND LEGAL COUNSEL. THE COMMITTEE MEETING ROOM IS ACCESSIBLE TO INDIVIDUALS WITH DISABILITIES. WITH TWENTY-FOUR (24) HOUR ADVANCE REQUEST, A SIGN LANGUAGE INTERPRETER MAY BE MADE AVAILABLE (PHONE: ). 3 Page 4 of 208

5 Audit and Finance Committee Agenda 4/18/18 Agreements with a P&L impact Item # Bid/RFP# or CBE Vendor on GPO? Contract Name New Contract/ Option Exercise or SOW Modification Are Terms/ Conditions the Same? This Contract Term Out Clause Contract Value Capital/ Maintenance and Support Savings/ Cost Increase Requesting Dept. Description/Comments 9 NRS GPO Yes Siemens Lab Automation Line New Contract New Contract 7 Years 30 days with cause Base Contract $11,396, Included in cost of disposables Cost savings of $70,000 per year over current vendor Clinical Laboratory New GPO Agreement to replace current Agreement with non-gpo vendor. 10 NRS (1)(b) Professional service No GPO Children's Category for Urology this Contract Associates, LLC Amendment Two No (Revised) 1 Year 30 days w/o cause Base Contract $219,000 Amendment One $109,500 Amendment Two $109,500 Aggregate $438,000 None in this Agreement No Change Pediatrics Second Amendment to Agreement for Physician On-Call Services for pediatric inpatients, outpatients and ER patients. This Amendment extends the term one year and clarifies that UMC will not hold payment for services already performed. 11 NRS (1)(b) Professional service No Epic Service Request Yes 4 Months Fiscal Fund Out Service Order $117,900 Non-capital support in this Amendment $117,900 No Change Information Technology Extension of staff augmentation support for four months to support Revenue Cycle in Epic 12 NRS (1)(b) Professional Service No GPO Optimum Category for Healthcare this Contract Amendment Five Yes 3 Months 30 days w/o cause Base Contract $99,500 Amendment One $913,880 Amendment Two $602,880 Amendment Three $175,400 Amendment Four $1,856,556 Amendment Five $125,580 Aggregate $3,773,796 Non-capital support in this Amendment $109,200 Increase for this Amendment $125,580 Information Technology Fifth Amendment to Agreement for one FTE member for post-live on-site Patient Accounting and one RTE resource to help troubleshooting with UNLV. The RTE resource for UNLV will be taken from UNLV Budget. Agreements with $0 P&L impact and/or positive P&L impact (i.e. grants) Item # Bid/RFP# or CBE Vendor on GPO? Contract Name New Contract/ Option Exercise or SOW Modification? Are terms/conditi ons the same? This Contract Term Out Clause Estimated Revenue Requesting Dept. Description/Comments 14 Ryan White Provider Agreement with No GPO Board of Category for Regents College this Contract of Southern Nevada New New Contract 2 Years 30 days w/o cause None Wellness Center Board or Regents College of Southern Nevada to provide dental services to UMC Wellness Center patients under the Ryan White Federal Grant Program Page 5 of 208

6 Item # Bid/RFP# or CBE Vendor on GPO? Contract Name New Contract/ Option Exercise or SOW Modification? Are terms/conditi ons the same? This Contract Term Out Clause Estimated Revenue Requesting Dept. Description/Comments 16 Clinical Trial Agreement CSL Behring LLC No GPO and Nevada Category for Heart and this Contract Vascular Center Resh LLP New New Contract 7 Years or Study Completion Immediate for patient safety Revenue to hospital based on volume Clinical Trials Office Clinical Trial Agreement under which a physician employed by Nevada Heart and Vascular Center will perform a study related the effectiveness of an experimental drug at reducing the risk of dying from heart-related events. Approximately 17,000 patients will be enrolled in the study worldwide; UMC s exact number of expected subjects isn t final yet, but CTO estimates it will be around 10. In addition to the CTA, there is also a separate MOU between UMC and Nevada Heart and Vascular to outline terms and payments for the services of the Nevada Heart and Vascular-employed Principal Investigator. 17 NRS (1)(b) Professional Service UMC Primary No GPO Care Physician Category for Participation this Contract Agreement New New Contract 2 Years 60 days w/o cause Revenue to hospital based on volume Managed Care UMC Primary Care Physician Participation Agreement with LifePrint Health, Inc. dba OptumCare to provide professional licensed providers to service Optum Care Members. Page 6 of 208

7 University Medical Center of Southern Nevada Governing Board Audit and Finance Committee Meeting March 21, 2018 UMC ProVidence Suite Trauma Building, 5 th Floor 800 Hope Place Las Vegas, Clark County, Nevada Wednesday, March 21, :00 p.m. The University Medical Center Governing Board Audit and Finance Committee met at the location and date above, at the hour of 3:00 p.m. The meeting was called to order at the hour of 3:00 p.m. by Chair Robyn Caspersen and the following members were present, which constituted a quorum. CALL TO ORDER Board Members: Present: Robyn Caspersen - Chair Dr. Donald Mackay Chris Haase Harry Hagerty Jeff Ellis Mary Lynn Palenik Absent: Others Present: Tony Marinello, Chief Operating Officer Jennifer Wakem, Chief Financial Officer Susan Pitz, General Counsel Vick Gill, Associate Administrator Jacqueline Saites, Director, Contracts Management Terra Lovelin, Board Secretary SECTION 1. OPENING CEREMONIES ITEM NO. 1 PUBLIC COMMENT Committee Chair Caspersen asked if there were any persons present in the audience wishing to be heard on any item on this agenda. Speaker(s): None Page 7 of 208

8 UMC Governing Board Audit & Finance Committee March 21, 2018 Page 2 of 9 ITEM NO. 2 Approval of minutes of the regular meeting of the UMC Governing Board Audit and Finance Committee meeting on February 21, (For possible action) Member Hagerty pointed out that on page 2 of 6 of the minutes, Item number 2, he is listed as Chair and that needs to be changed. FINAL ACTION: A motion was made by Dr. Mackay that the minutes be approved as amended. Motion carried by unanimous vote. ITEM NO. 3 Approval of Agenda (For possible action) Item Number 4 will be removed from the agenda as Mr. Rosenberg is unable to join us today. FINAL ACTION: A motion was made by Member Hagerty that the agenda be approved as amended. Motion carried by unanimous vote. SECTION 2. BUSINESS ITEMS ITEM NO. 4 Receive an Update on the Electronic Health Record (EHR) System; and direct staff accordingly. (For possible action) This item was removed from today s agenda and will be placed on the April agenda. ITEM NO. 5 Receive the monthly financial report for February 2018; and direct staff accordingly. (For possible action) DOCUMENTS SUBMITTED: - February 2018 Financials DISCUSSION: Jennifer Wakem provided a summary of the February financials. -The hospital net revenue was shy of budget this month by $1.3 million -Income from Operations was below budget by $1 million -Total Admissions were 1,891, up 18.6% from prior year -Out Patient Surgery cases totaled 455, up from prior month -Quick Care visits totaled 15,833, up 13% from prior year -Primary care visits were down 13.4% from prior year, it was noted that a physician left at Nellis so less patients were seen -Supplies were above budget by 4.7% due to implants and surgery -ER visits for the month were 9,416, up by 2.4% from prior year Page 8 of 208

9 UMC Governing Board Audit & Finance Committee March 21, 2018 Page 3 of 9 Chair Caspersen would like to see an analysis of payors. Member Hagerty stated that we need to look at what we can do to drive more of the higher paying pay sources as opposed to Medicaid. Member Ellis stated that UMC is at the low end on the commercial side of reimbursement per day and there is room to improve on that. Member Hagerty also stated that we need to put in place a team that can build a business case that shows we can increase certain lines of business over the next few years. Chair Caspersen asked if the committee could see an analysis in the future and would like a date at the next meeting as to when they could see this analysis. Member Ellis asked if he could see a balance sheet on accounts receivable. Ms. Wakem said that currently the team is dealing with a few physicians who are not completing their deficiencies and therefore delaying billing. Until the deficiencies are complete, we can t bill for services. Medical staff is discussing this issue at their next meeting. As far as the budget goes, $31 million is budgeted for FY2018, we have spent $3.1 million and committed $19 million. The final budget is due to the County on April 26. The Governing Board will see it on April 25 th. ITEM NO. 6 Receive an update report from the Chief Financial Officer; and direct staff accordingly. (For possible action) DOCUMENTS SUBMITTED: - None submitted DISCUSSION: Ms. Wakem introduced the new Manager of Reimbursement, Stephen Hughey. The team is very appreciative of the great work he has done since joining UMC. He will eventually take over for Pete Tibone in Finance. ITEM NO. 7 Review and receive feedback on the tentative FY 2019 Operating Budget as submitted to Clark County and discuss any changes; and direct staff accordingly. (For possible action) DOCUMENTS SUBMITTED: - Preliminary FY2019 Budget DISCUSSION: Ms. Wakem provided a summary of the projections that UMC is submitting to the County. The plan is to build the budget in Kaufman Hall in Page 9 of 208

10 UMC Governing Board Audit & Finance Committee March 21, 2018 Page 4 of 9 the next few weeks. A consultant with Kaufman Hall will be coming on site to teach her team how to use the application during the first week in April. This is a new system and her team needs a bit more help in using it. This year Ms. Wakem asked each department to submit their budget numbers and the Finance team is in charge of inputting all the numbers, instead of prior years where each department put together their own budget in the system. Chair Caspersen asked Ms. Wakem to make sure we input numbers from Epic into the budget next year. Member Hagerty suggested making sure we have labor productivity included, meaning how much revenue we get out of our labor expenses. Member Ellis appreciated the conservatism with the budget numbers but asked how we are going to be another $3 million worse off in FY19 than we are now. He thinks the $1.9 million figure is not as strong as it should be. Member Hagerty commented that it sounds like we are being reactive instead of proactive. Chair Caspersen asked what the team needed in order to figure out this issue. Mr. Marinello replied that Kaufmann Hall needs to be working well. Members Palenik and Hagerty asked what the backup plan was if this doesn t work. Ms. Wakem replied that they will do the best they can to get the budget done. Member Hagerty asked why the budget includes increasing wages and salaries 3.7% when there is not a lot of statistics that support that level of increase. It was stated that the merit increases are tied to annual reviews and this is historically the percentage that has been budgeted. Supplies are expected to increase due to inflation and purchased services. However, utilities are expected to go down due to a rate reduction in our electric bill. Chair Caspersen asked Ms. Wakem that the budget presentation be provided to the committee days in advance, in the meeting book so they do not see it for the first time during the meeting. She also asked her to make sure there was additional information in the next presentation to describe how she is going to address certain things like analyzing Kaufman Hall data and utilizing the system. FINAL ACTION TAKEN: None Page 10 of 208

11 UMC Governing Board Audit & Finance Committee March 21, 2018 Page 5 of 9 ITEM NO. 8 Review and recommend for approval by the Board of Hospital Trustees for University Medical Center of Southern Nevada ( UMC ) the Amended and Restated Professional Services Agreement with Robert B. McBeath, M.D. II, P.C., dba Atlantic Anesthesia Consultants and associated Acknowledgment and authorize the Chief Executive Officer to execute any Successive Terms as defined in the Agreement; and take action as deemed appropriate. (For possible action) DOCUMENTS SUBMITTED: - Agreement DISCUSSION: This amended agreement closes out the previous contract and the clinical hours will go from 47,000 clinical hours to 52,000 estimated hours. This amended agreement allows for CRNA s as well. FINAL ACTION TAKEN: A motion was made by Member Ellis to approve and make a recommendation to the Governing Board to approve the agreement. Motion carried by unanimous vote. ITEM NO. 9 Review and recommend for approval by the Governing Board the Facility Agreement Form for Intraoperative Neuromonitoring Services and Superseding Amendment One with Biotronic National, LLC; and take action as deemed appropriate. (For possible action) DOCUMENTS SUBMITTED: - Facility Agreement - Business Associate Agreement DISCUSSION: This new agreement is for $225,000 for a seven month contract. The committee asked that the term be for one year so staff will ask the provider if we can make it a one year term. FINAL ACTION TAKEN: A motion was made by Dr. Mackay to approve this contract at a one year term if the vendor accepts, and make a recommendation to the Governing Board to approve the agreement. Motion carried by unanimous vote. AGENDA ITEM 13 WAS HEARD NEXT Page 11 of 208

12 UMC Governing Board Audit & Finance Committee March 21, 2018 Page 6 of 9 ITEM NO. 13 Review and recommend for approval by the Governing Board the Interlocal Agreement for Family Medicine Resident and Fellow Moonlighting between the Board of Regents of the Nevada System of Higher Education on behalf of University of Nevada, Las Vegas School of Medicine ( UNLVSOM ) and University Medical Center of Southern Nevada; authorize the Chief Executive to execute the renewal terms as described in the Agreement; and take action as deemed appropriate. (For possible action) DOCUMENTS SUBMITTED: - Interlocal Agreement for Family Medicine Resident and Fellow Moonlighting at UMC DISCUSSION: This is specific to our Quick Care locations and is for residents and fellows and will be outside of their regular hours. This agreement is for one year with four, one year auto renewals. FINAL ACTION TAKEN: A motion was made by Member Hagerty to approve and make a recommendation to the Governing Board to approve the agreement. Motion carried by unanimous vote. AGENDA ITEM 15 WAS HEARD NEXT ITEM NO.15 Review and recommend for approval by the Governing Board the Sales, License, and Service Agreement between University Medical Center of Southern Nevada and Globus Medical North America, Inc. for ExcelsiusGPS Imaging and Navigational Equipment; and take action as deemed appropriate. (For possible action) DOCUMENTS SUBMITTED: - Sales License and Service Agreement DISCUSSION: Mr. Marinello explained that is part of our cost saving measures and is for GPS Navigation. This equipment will be utilized by spine surgeons and reduces cost per case from disposable supplies by $600. This has an estimated cost savings of $300,000 on disposables. UMC will be the first to utilize this in Las Vegas. FINAL ACTION TAKEN: A motion was made by Member Ellis to approve and make a recommendation to the Governing Board to approve the agreement. Motion carried by unanimous vote. AGENDA ITEM 16 WAS HEARD NEXT Page 12 of 208

13 UMC Governing Board Audit & Finance Committee March 21, 2018 Page 7 of 9 ITEM NO. 16 Review and recommend for approval by the Governing Board the Design Construction Services change order with Siemens Medical Solutions USA, Inc. and authorize the CEO to sign future change orders up to a not-to-exceed value of $150,000; and take action as deemed appropriate. (For possible action) DOCUMENTS SUBMITTED: - Scope of Work DISCUSSION: This change order is due to unforeseen circumstances and updated criteria after the original proposal was submitted. The total amount of the change order is for $66,000 but the total amount of this contract is $150,000. It was estimated that this project is 25% completed. FINAL ACTION TAKEN: A motion was made by Dr. Mackay to approve and make a recommendation to the Governing Board to approve the change order. Motion carried by unanimous vote. ITEM NO. 10 Review and recommend for approval by the Governing Board the Interlocal Preferred Provider Agreement between Clark County and University Medical Center of Southern Nevada; and take action as deemed appropriate. (For possible action) DOCUMENTS SUBMITTED: - Agreement DISCUSSION: This new agreement is with Clark County for a term of one year with four, one year auto renewals. Currently, this contract does not have the schedule included but it will be included prior to the Governing Board meeting next week. FINAL ACTION TAKEN: A motion was made by Member Hagerty to approve and make a recommendation to the Governing Board to approve the agreement. Motion carried by unanimous vote. ITEM NO. 11 Review and recommend for approval by the Governing Board the Grant Agreement between the State of Nevada Governor s Office of Science, Innovation, and Technology and University Medical Center of Southern Nevada; and take action as deemed appropriate. (For possible action) DOCUMENTS SUBMITTED: - OSIT Grant Documents Page 13 of 208

14 UMC Governing Board Audit & Finance Committee March 21, 2018 Page 8 of 9 DISCUSSION: Marcia Turner explained that we are receiving funds from the State in the amount of $349,991 and UMC will need to match funds in the amount equal or greater than $138,894. This grant supports the purchase of educational materials and equipment necessary to increase training capacity and improve the quality of training programs for healthcare professionals eligible for eleven, industry-recognized certifications required for employment and clinical proficiency. FINAL ACTION TAKEN: A motion was made by Dr. Mackay to approve and make a recommendation to the Governing Board to approve the agreement. Motion carried by unanimous vote. ITEM NO. 12 Review and recommend for approval by the Governing Board the Professional Service Agreement for Ryan White with UNLV Medicine and the Board of Regents of the Nevada System of Higher Education on behalf of the University of Nevada Las Vegas School of Medicine and University Medical Center of Southern Nevada; and take action as deemed appropriate. (For possible action) DOCUMENTS SUBMITTED: - Professional Services Agreement DISCUSSION: This agreement is for UMC to enter into the Professional Service Agreement with UNLV Medicine and the Board of Regents of the Nevada System of Higher Education on behalf of UNLVSOM for physicians to provide Endocrinology, Gastroenterology, Maternal and Child Fetal Medicine/Ob-Gyn, Neurology, Rheumatology, and Pulmonary services for UMC s Wellness Center and the Ryan White Program. FINAL ACTION TAKEN: A motion was made by Member Ellis to approve and make a recommendation to the Governing Board to approve the agreement. Motion carried by unanimous vote. ITEM NO. 14 Review and recommend for approval by the Governing Board the Sales Order between Change Healthcare Technologies, LLC (formerly, RelayHealth) and University Medical Center of Southern Nevada for Revenue Cycle Transactional Activities; authorize the Chief Executive Officer to sign future extensions; and take action as deemed appropriate. (For possible action) DOCUMENTS SUBMITTED: - Sales Order DISCUSSION: This sales order extends Change Healthcare Technologies products to UNLVSOM so they can access various programs. This is the revenue cycle piece UMC currently uses and we need to increase our license. Page 14 of 208

15 UMC Governing Board Audit & Finance Committee March 21, 2018 Page 9 of 9 UNLVSOM will pay for all related fees as part of the Community Connect contract. FINAL ACTION TAKEN: A motion was made by Member Hagerty to approve and make a recommendation to the Governing Board to approve the sales order. Motion carried by unanimous vote. SECTION 3: EMERGING ISSUES ITEM NO. 17 Identify emerging issues to be addressed by staff or by the Audit and Finance Committee at future meetings; and direct staff accordingly. (For possible action) None COMMENTS BY THE GENERAL PUBLIC: At this time, Chair Caspersen asked if there were any persons present in the audience wishing to be heard on any items not listed on the posted agenda. SPEAKERS(S): None There being no further business to come before the Committee at this time, at the hour of 5:01 p.m., Chair Caspersen adjourned the meeting. MINUTES APPROVED: Minutes Prepared by: Terra Lovelin Page 15 of 208

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18 Audit Report Surgical Services Inventory Follow Up Audit April 2018 Page 18 of 208

19 Surgical Services Inventory Follow Up Audit April 2018 TABLE OF CONTENTS REPORT DETAILS BACKGROUND OBJECTIVES, SCOPE, AND METHODOLOGY CONCLUSION FINDINGS, RECOMMENDATIONS, AND RESPONSES FINDING 1 Cycle count testing variances Page 19 of 208

20 Surgical Services Inventory Follow Up Audit April 2018 REPORT DETAILS BACKGROUND As part of our audit plan for fiscal year 2018, we performed a follow up audit of the surgical services inventory. University Medical Center of Southern Nevada (UMC) offers various surgical services in numerous specialties. In support of the various surgeries and services, surgical inventory is maintained at the hospital. In fiscal year 2017, UMC purchased approximately $36,441,000 in surgical inventory and supplies. Additionally, an annual independent inventory count is performed by an outside vendor. In fiscal year 2017 UMC maintained approximately $6,517,000 in inventory on hand. OBJECTIVES, SCOPE, AND METHODOLOGY The objective of this audit was to determine whether corrective action was taken on the significant findings included in the University Medical Center Surgical Services Inventory audit report dated January 10, Our procedures consisted of reviewing the original audit report and supporting documents, interviews with management and staff, examination of documentation, and performance of detailed tests and analyses. The objective of this audit was to: Complete a cycle count of 39 inventory items (100% of items in pyxis machine) for the period of September 11 through September 25, In order to complete the cycle count testing we did the following: Performed a beginning inventory count of pyxis machine on September 11, Examined the billing sheets for the testing period. Reviewed the inventory purchased for the testing period. Performed a final inventory count of the pyxis machine on September 25, We did not select statistically relevant samples for review. However, we believe the items selected are sufficient to identify findings related to the population. Our review included an assessment of internal controls in the audited areas. Any significant findings related to internal control are included in the detailed results. The last day of Fieldwork was January 23, We conducted this performance audit in accordance with generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives Page 20 of 208

21 Surgical Services Inventory Follow Up Audit April 2018 CONCLUSION During our testing of 39 inventory items we found variances in 11 out of 39 (28%) of the inventory items stored in the pyxis machine. Auditee responses were not audited and the auditor expresses no opinion on those responses Page 21 of 208

22 Surgical Services Inventory Follow Up Audit April 2018 FINDINGS, RECOMMENDATIONS, AND RESPONSES FINDING 1 CYCLE COUNT TESTING VARIANCES At the end of fiscal year 2017, UMC maintained approximately $6,517,000 in surgical inventory. Surgery inventory is stored in various locations throughout the hospital which require either a Matrix/Honeywell badge or a key for entry. Additionally, vendors are required to use a RepTrax badge for access into UMC surgical areas. UMC manages certain inventory items within a pyxis machine. All of the counted inventory items are implantable items that are tracked via patient billing sheets prior to entry into the electronic patient billing record. We performed a cycle count for 39 (100%) of the surgical inventory items within the pyxis machine to ensure that internal tracking controls were accurate. We found variances in the ending inventory in 11 out of 39 (28%) items stored in the pyxis machine. Maintaining accuracy with the management of surgery inventory improves efficiency and validates inventory security. Additionally, variances within a cycle count could indicate that there are issues with recording inventory items on patient billing sheets and/or misappropriation of assets. AUDITOR S RECOMMENDATION 1. Develop procedures to ensure that the surgical inventory items stored can be accurately counted. MANAGEMENT RESPONSE Moving in the direction of one location storage that is centralized and easily accessible to the end users, single inventory locations. Completion date: October 2018 Installation of Owens & Minor Biological Implant ambient storage and tracking system that is integrated with EPIC. Inventory is badge access with RFID function. Inventory removed is attached to end user until the implant is scanned to patient record and is then permanently attached to patient record. Scanned bar code intuitively populates FDA required documentation for implantation. Scanning will also intuitively create the charge to patient record and prompt a reorder creating a perpetual inventory according to set inventory par. Completion date: January Page 22 of 208

23 Surgical Services Inventory Follow Up Audit April 2018 Installation of Owens & Minor Biological Implant deep tissue freezer storage and tracking system that is integrated with EPIC. Inventory is badge access with RFID function. Inventory removed is attached to end user until the implant is scanned to patient record and is then permanently attached to patient record. Scanned bar code intuitively populates FDA required documentation for implantation. Scanning will also intuitively create the charge to patient record and prompt a reorder creating a perpetual inventory according to set inventory par. Completion date: March 2018 Installation of a Pyxis machine to manage and secure high dollar Heart Implants that is accessible only to the Heart Team Members. They system utilizes the team members unique access log-in and password to gain access to the inventory. Future vision is to be able to install another Owens & Minor Implant and tracking system for the inventory when/if budge and funding permitted. Completion date: January Page 23 of 208

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25 EPIC DEPLOYMENT PROJECT UPDATE April 18, 2018 Page 25 of 208

26 Post Go-Live Assessment 2 Role Assessed Physicians Inpatient Nurses L&D Nurses Schedulers Referrals Imaging Techs Cardiac Cath Lab Case Management ED Registration ED Nurses Ed Physicians Assessment Result GREEN YELLOW GREEN YELLOW GREEN GREEN YELLOW YELLOW GREEN GREEN GREEN Page 26 of 208

27 Post Go-Live Assessment 3 Role Assessed Echo Techs IR L&D Nurses Schedulers Referrals Imaging Techs Cardiac Cath Lab Case Management ED Registration ED Nurses Ed Physicians Assessment Result GREEN YELLOW GREEN YELLOW GREEN GREEN YELLOW YELLOW GREEN GREEN GREEN Page 27 of 208

28 Post Go-Live Assessment 4 Role Assessed Physicians Inpatient Nurses Diagnostic Techs Hospital Billing Coders CDI Claims Pharmacists Respiratory Therapy Clinical Ancillaries Anestesiologists Assessment Result GREEN GREEN YELLOW YELLOW YELLOW GREEN YELLOW GREEN GREEN GREEN GREEN Page 28 of 208

29 Key Clinical Metrics 5 Metric Value Comments CPOE 91.5% Meets HIMSS Stage 7 Med Rec Discharge 97% Above benchmarks BCMA Patient Scanning 94% Goal is 95% ED Length of Stay 7.7 Adult, 2.7 Peds, 3.1 Trauma Anesthesia Records closed within 3 days Medication Verification 98% 8 minutes high 12 minutes normal Peds and Trauma below pre-live baselines High At benchmark Normal Below benchmark Page 29 of 208

30 Key Clinical Successes 6 Order Set quality Satisfaction with MAR and Rover Transfers/Discharges faster Less double documentation (L&D) Review time per patient lower (Case Management) Device Integration Drag and Drop Snapboards Easy access to lab results Integrated Transport Processing times reduced in Pharmacy Anesthesiology No Note Bloat (Top 25%) Preference List Use (Top 10%) Page 30 of 208

31 Clinical Optimization Opportunities 7 Admission Order Reconciliation Declined order management Code Narrator Burn and Wound Documentation Mobile exams for Rad Techs Improve BCMA Increase formulary compliance Increased availability of hardware Preference Card Improvements Flightboards MyChart Activation rates (currently 4%) Page 31 of 208

32 Key Revenue Metrics 8 Metric UMC Benchmark Comments AR Days (% from baseline) UP 1% Up 14% UMC AR days is much lower then anticipated DFNB Days Up from 16.9 prior to go-live Coding Days Claim Edit Days Charges 108% 101% Charges are significantly up since go-live Claims with open denials days Page 32 of 208

33 Revenue Cycle Successes 9 Coding Productivity Up Keeping up with duplicates (1192 merges) Charging up 8% from before go-live Improved claim edit days Bed Planning turnaround time decreasing monthly Transport time steady at 18 minutes Page 33 of 208

34 Revenue Cycle Opportunities 10 Speed up resolution of claim edits Optimize ED Sidebar for ED Coding Candidate for billing improvements Use price estimates Use Contract Modelling (2018 upgrade) Use Financial Assistance (2018 upgrade) Use Cash Management Use Welcome in the hospital Improve EVS turnaround time Page 34 of 208

35 Good Install and Honor Roll 11 Good Install Credit $ k estimated Will receive in Fall, 2018 Honor Roll Credit $ k per year Page 35 of 208

36 Savings Opportunities 12 Form Costs (60% reduction) Statement printing and mailing (50% reduction) Returned mail (90% reduction) Scanning and Storage (75% reduction) Missed appointment reduction Increased formulary compliance Support costs of eliminated solution Preference Card standardization Page 36 of 208

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38 MARCH 2018 FINANCIALS Page 38 of 208 1

39 FY 2018 Income Statement Income Statement Detail 18-Mar Year to Date Actual Budget Variance Actual Budget Variance Patient Revenue Inpatient revenue 200,715, ,464,107 36,251,557 1,661,278,449 1,483,065, ,213,163 Outpatient revenue 76,897,438 77,331,079 (433,641) 746,785, ,836,960 (6,051,232) Deductions from revenue (222,071,910) (186,357,402) (35,714,508) (1,922,951,773) (1,756,689,537) (166,262,235) Net patient revenue 55,541,192 55,437, , ,112, ,212,709 5,899,695 Deductions as a % of Gross 80% 77% 80% 79% Net Other Revenue 992,803 1,338,470 (345,667) 8,386,789 12,046,226 (3,659,437) Net hospital revenue 56,533,995 56,776,254 (242,259) 493,499, ,258,935 2,240,258 Operating Expenses Compensation and benefits 34,367,144 32,927,318 1,439, ,884, ,812,914 16,071,302 Professional fees 3,811,551 3,649, ,170 32,177,348 32,954,491 (777,143) Supplies 8,817,270 8,157, ,981 75,156,648 71,979,094 3,177,554 Purchased services 5,556,267 5,758,094 (201,827) 51,570,821 51,810,524 (239,703) All other 3,937,279 4,933,659 (996,380) 37,233,760 44,443,392 (7,209,632) Total operating expenses 56,489,511 55,425,742 1,063, ,022, ,000,416 11,022,377 Income/(Loss) from Operations 44,484 1,350,513 (1,306,029) 2,476,400 11,258,519 (8,782,119) Page 39 of 208 2

40 Key Indicators/Stats Current Month Actual Budget Variance % APDs 15,535 17,956 (2,421) (13.5%) Current Month Actual Prior Year Variance % Total Admissions 2,044 1, % ADC % ALOS (Admits) (0.48) (8.0%) Hospital CMI (0.10) (5.7%) Medicare CMI (0.16) (7.7%) IP Surgery Cases % OP Surgery Cases (96) (17.2%) Total ER Visits 9,938 10,702 (764) (7.1%) ED to Admission 10.8% ED to Observation 11.7% Quick Cares 16,388 15, % Primary Care 4,939 6,316 (1,377) (21.8%) Page 40 of 208 3

41 Trending Key Indicators/Stats FY 2018 July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June APDs 16,214 16,451 16,533 16,039 16,149 16,063 16,387 14,342 15,535 Total Admissions 1,748 1,797 1,803 1,838 1,830 2,037 1,960 1,891 2,044 ADC ALOS (Adm) Hospital CMI Medicare CMI IP Surgery Cases OP Surgery Cases Total ER Visits 9,883 9,918 9,557 9,521 9,632 9,489 10,363 9,416 9,938 ED to Admission % 10.4% 10.8% 10.8% ED to Observation % 3.7% 10.5% 11.7% Quick Care 10,134 11,697 11,918 12,931 13,524 16,094 18,101 15,833 16,388 Primary Care 3,268 4,017 4,247 5,060 4,687 3,810 4,720 4,718 4,939 Page 41 of 208 4

42 Average Length of Stay Rolling 13 Average Length of Stay by Payor (Admissions) Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 HMO / PPO Medicare Medicaid Government Self Pay ALOS (Admits) Average LOS by Payor Mix HMO / PPO Medicare Medicaid 5.27 Government Self Pay Page 42 of 208 5

43 Actual Budget Variance % Variance Normalized NPR $56,427,473 $55,437,785 $989, % Normalized NPR % of Gross 20.3% 22.9% (2.6%) Accruing $900K/month for DSH adjustment for FY18, currently at $8.1M ($900K/month x 9 months). FY15/FY16/FY17 reserved at $36.6M, $7.9M for FY15, $18.1 for FY16 and $10.6 for FY17 Medicare Case mix index down from PY by 7.7%, Impact of ($597K) Surgery by Specialty Hospital Admits by Payor Mix General Orthopedics % 5% Gastroenterology Otorhinolaryngology % 23% 42% Medicaid Medicare HMO/PPO Self Pay Government Gynecology Hand Plastics Neurosurgery Obstetrics Urology Actual Budget Variance % Variance Net Other Revenue $992,803 $1,338,470 ($545,667) (40.8%) Page 43 of 208 6

44 Dollars spent on Overtime Actual Budget Variance % Variance Salaries $22,594,658 22,464, , % Benefits $10,682,571 9,899, , % Overtime $934, , , % Contract Labor $155,230 41, , % Salaries, Wages & Benefits $34,367,144 32,927,318 1,439, % $783K Benefits (Primarily due to: Group Ins $652K and Retirement $220K) $412K Overtime (Top Departments: ED Svcs, MICU, Med Surg, and Surgical Svcs) $1,400,000 $1,200,000 $1,000,000 $800,000 $600,000 $400,000 $200,000 $- $1,181,009 $1,152,041 $1,059,787 $872,657 $882,085 $803,479 $767,660 $788,854 $934,686 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 FY 18 Page 44 of 208 7

45 Actual Budget Variance % Variance Supplies $8,817,270 8,157, , % Professional Fees $3,811,551 3,649, , % Purchased Services $5,556,267 5,758,094 (201,827) (3.5%) Depreciation & Amortization $1,649,723 1,914,572 (264,849) (13.8%) Repairs & Maintenance $611, ,120 31, % Utilities $246, ,387 (118,970) (32.6%) Other Expenses 699,741 1,355,414 (655,673) (48.4%) Rental/Leases $729, ,166 11, % Page 45 of 208 8

46 FY2018 Cash Flow Operating Activities Mar'18 Feb'18 Jan'18 YTD Cash received from patients and payors $ 53,150,550 $ 57,936,589 $ 73,857,062 $ 461,032,940 Cash paid to vendors (17,071,609) (17,503,394) (21,345,462) (179,254,039) Cash paid to employees (41,681,968) (30,250,549) (31,502,263) (295,762,001) Other operating receipts/(disbursements) 992, , ,534 8,386,790 Investing Activities Net cash provided by/(used in) operations (4,610,224) 10,879,857 21,683,871 (5,596,310) Purchase of property and equipment, net (4,449,170) (4,003,306) (3,322,975) (25,645,034) Interested received 280, , ,339 2,976,151 Addition/(reduction) in donor-restricted cash Addition/(reduction) in internally designated cash 9,575,445 2,979,091 2,342,028 41,982,736 Net cash provided by/(used in) investing activities 5,407,023 (763,727) (681,608) 19,313,853 Financing Activities From/(to) Clark County Unrestricted donations and other Borrowing/(repayment) of debt (5,852,000) - - (7,301,999) Interest paid (544,804) - - (1,109,858) Other 254, , ,277 2,280,603 Net cash provided by/(used in) financing activities (6,141,998) 146, ,277 (6,131,254) Increase/(decrease) in cash (5,345,199) 10,262,984 21,146,539 7,586,290 Cash beginning of period 71,643,719 61,380,735 40,234,195 58,712,231 Cash end of period $ 66,298,521 $ 71,643,719 $ 61,380,735 66,298,521 Unrestricted cash $ 66,298,521 $ 71,643,719 $ 61,380,735 $ 66,298,521 Cash restricted by donor 16,886,470 16,921,438 16,467,930 16,886,470 Internally designated cash 151,641, ,217, ,196,535 Page 151,641, of 2089

47 FY 2018 Capital Updates FY17 Carry forward: $12.3M; Committed & Remaining to be spent: $1.8M FY18 Budget: $31.0M FY18 Spent to date: $4.4M FY18 Committed Funds: $20.0M Page 47 of

48 FY19 Budget Plan Apr 18 Proposed Final Budget Presentation to Audit and Finance Apr 26 Final budget due to the County Page 48 of

49 Revenue / Cost Savings Improvement Plan (000 s omitted) 17-Dec 18-Jan 18-Feb 18-Mar SWB Cost Savings $290 $1,045 $1,065 $836 Revenue Improvements Supply Cost Savings Rents / Leases / Purchased Srvcs Total Savings / Improvements $704 $1,394 $1,672 $1,343 Page 49 of

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51 FY19 Proposed Final Budget Page 51 of 208

52 FY2019 Budget Submission Summary 2 Prelim FY18 Projection Current Year FY18 Projection Prelim FY19 Final FY19 Final FY19 over Projection ($) Final FY19 over Projection (%) Net Revenue Total Operating Expenses Net Operating Income $651.9M $662.5M $668.0M $694.1M $31.6M 4.8% $651.2M $659.9M $666.1M $690.3M $30.4M 4.6% $0.75M $2.6M $1.9M $3.8M $1.2M 44.2% Page 52 of 208

53 Revenue Assumptions 3 Gross Charges-Rolling 12 Months Actual gross charges Feb18YTD Feb18 YTD Gross charges/pt days for 9 months multiplied by Pt days Mar 17-Jun17) Added 5% CDM rate on entire result Split by major payors using Epic Data Dec 2017 Feb 2018 Net Revenue Calculated Net to Gross by Major Payor using closed accounts FY16-Nov FY18 Applied the net to gross percentage to the gross charges Fed Supplemental payments calculated and built separately into budget Page 53 of 208

54 Revenue Budget Highlights 4 Regulatory/Rates $7.8M Federal Supplemental Net Revenue Impact MCO DSH UPL Cost Report Settlement IAF $14.4M $13.9M ($15.3M) ($4.5M) ($0.8M) $7.0M - Managed Care Rate Increases $2.5M - 5% CDM increase Operations: $5.0M - CMI/Coding improvement $1.6M - Patient Status Improvements (IP vs OBS) $1.0M - LOS improvement ( 0.5 day) $1.0M - Coordination of benefits vendor (exhausted efforts) Page 54 of 208

55 Operating Revenue 5 Strategy $2.5M - Centennial PC/QC (Opened 3/1/18) $1.7M - Ambulatory Capitation /Silver State ACO $1.4M New Service Line Business Ortho Spine Globus Excelsius GPS Navigation System 1 trained physician on staff Neuro Surgery 1 new physician Sept 1 st Cardiology- 2 New Cardiac Cath Labs EP Studies (New Service) CardioMEMS (New Service) Page 55 of 208

56 FY2019 Budget Summary Expenses 6 Prelim FY18 Proj Current Year FY18 Proj Prelim FY19 Final FY19 Final FY19 over Proj ($) Final FY19 over Proj (%) Salaries & Benefits Professional Fees $389.3M $398.2M $401.3M $411.1M $12.9M 3.2% $42.6M $42.6M $43.1M $44.6M $2.0M 4.8% Supplies $100.3M $98.5M $101.3M $101.5M $3.0M 3.1% Purchased Svcs $75.9M $76.4M $76.8M $83.8M $7.4M 9.7% Depreciation $19.6M $20.8M $19.8M $21.6M $0.8M 3.8% Other/Utilities Rents/Leases $23.5M $23.5M $23.8M $27.7M $4.2M 17.9% Page 56 of 208

57 SWB Assumptions 7 Salaries and Benefits used 18 pay periods of actual data, used the current ratio of productive, non-productive, and overtime percentages. o COLA (2% increase) effective July 1, 2018 o Rate increase applied to all employees for Budget o Merit Adjustment o PY Avg. 2.7% o Staggered based on anniversary date o Retirement Contributions 28% of base rate o Reduced Contract Labor-dropped by 32% or $2.3M o Group Health Insurance calculated per FTE + 5% rate increase effective Jan 1, Retiree Medical Loss Estimate (Non-FTE related expense) was provided by County o Longevity (Applies to employees hired Oct 2016 and prior; longevity earned after 8 years of employment) o Calculated at the employee level (annual salary x.0057 x years of service) Page 57 of 208

58 Expense Budget Highlights 8 Salaries and Benefits o $5.4M - COLA (2% increase) effective July 1, 2018 o $4.9M - 2.7% Merit Adjustment o $3.0M - Retirement Contributions o $1.1M Group Health Insurance o $800K Longevity o ($2.3M) Contract Labor o ($1.1M) Retiree Medical Loss o Professional Fees o $2.0M - Enhance hospitalist program o ($256K) Oncology agreement not renewed o Supplies o $2.9M - 2.5% increase in Medical Supplies and Pharmaceutical cost due to inflation, offset by savings achieved from improved GPO Compliance. Page 58 of 208

59 9 FY2019 Budget Summary Expenses Purchased Services o $2.1M - 3% inflationary factor o $2.0M EPIC Optimization o $1.4M - 3M Coding software upgrade o $1.1M - EPIC maintenance o $270K Patient Status Vendor o Other/Utilities/Leases o $2.6M - EPIC Software licenses o $600K - Microsoft Enterprise License (SHI) o $280K - Centennial Gateway QC &PC Building lease Page 59 of 208

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63 Business Associate Agreement This Agreement is made effective the 11th of April, 2018, by and between University Medical Center of Southern Nevada (hereinafter referred to as Covered Entity ), a county hospital duly organized pursuant to Chapter 450 of the Nevada Revised Statutes, with its principal place of business at 1800 West Charleston Boulevard, Las Vegas, Nevada, 89102, and Siemens Medical Solutions USA, Inc., hereinafter referred to as Business Associate, (individually, a Party and collectively, the Parties ). The rights and obligations of Business Associate hereunder shall also extend to Business Associate s controlled affiliates, Siemens Healthcare Diagnostics Inc. and PETNET Solutions, Inc. WITNESSETH: WHEREAS, Sections 261 through 264 of the federal Health Insurance Portability and Accountability Act of 1996, Public Law , known as the Administrative Simplification provisions, direct the Department of Health and Human Services to develop standards to protect the security, confidentiality and integrity of health information; and WHEREAS, pursuant to the Administrative Simplification provisions, the Secretary of Health and Human Services issued regulations modifying 45 CFR Parts 160 and 164 (the HIPAA Rules ); and WHEREAS, the American Recovery and Reinvestment Act of 2009 (Pub. L ), pursuant to Title XIII of Division A and Title IV of Division B, called the Health Information Technology for Economic and Clinical Health ( HITECH ) Act, as well as the Genetic Information Nondiscrimination Act of 2008 ( GINA, Pub. L ), provide for modifications to the HIPAA Rules; and WHEREAS, the Secretary, U.S. Department of Health and Human Services, published modifications to 45 CFR Parts 160 and 164 under HITECH and GINA, and other modifications on January 25, 2013, the Final Rule, and WHEREAS, the Parties wish to enter into or have entered into one or more written agreements whereby Business Associate will provide certain services to Covered Entity, and, pursuant to such arrangement, Business Associate may be considered a Business Associate of Covered Entity as defined in the HIPAA Rules (the agreement(s) evidencing such arrangement is entitled Underlying Agreement ); and WHEREAS, Business Associate will have access to Protected Health Information (as defined below) in fulfilling its responsibilities under such arrangement; THEREFORE, in consideration of the Parties continuing obligations under the Underlying Agreement, compliance with the HIPAA Rules, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree to the provisions of this Agreement in order to address the requirements of the HIPAA Rules and to protect the interests of both Parties. I. DEFINITIONS Page 1 of 6 Version 08/2016 Page 63 of 208

64 HIPAA Rules means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164. Protected Health Information means individually identifiable health information created, received, maintained, or transmitted in any medium, including, without limitation, all information, data, documentation, and materials, including without limitation, demographic, medical and financial information, that relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, limited to the information created, received, maintained, or transmitted by Business Associate for or on behalf of Covered Entity. Protected Health Information includes without limitation Electronic Protected Health Information as defined below. Electronic Protected Health Information means Protected Health Information which is transmitted by Electronic Media (as defined in the HIPAA Rules) or maintained in Electronic Media, limited to the information created, received, maintained, or transmitted by Business Associate for or on behalf of Covered Entity. The following terms used in this Agreement shall have the same meaning as defined in the HIPAA Rules: Administrative Safeguards, Breach, Business Associate, Business Associate Agreement, Covered Entity, Individually Identifiable Health Information, Minimum Necessary, Physical Safeguards, Security Incident, and Technical Safeguards. II. ACKNOWLEDGMENTS Business Associate and Covered Entity acknowledge and agree that in the event of an inconsistency between the provisions of this Agreement and mandatory provisions of the HIPAA Rules, the HIPAA Rules shall control. Where provisions of this Agreement are different than those mandated in the HIPAA Rules, but are nonetheless permitted by the HIPAA Rules, the provisions of this Agreement shall control. Business Associate acknowledges and agrees that all Protected Health Information that is disclosed or made available in any form (including paper, oral, audio recording or electronic media) by Covered Entity to Business Associate or is created or received by Business Associate on Covered Entity s behalf shall be subject to this Agreement. Business Associate has read, acknowledges, and agrees that the Secretary, U.S. Department of Health and Human Services, published modifications to 45 CFR Parts 160 and 164 under HITECH and GINA, and other modifications on January 25, 2013, the Final Rule, and the Final Rule significantly impacted and expanded Business Associates requirements to adhere to the HIPAA Rules. III. USE AND DISCLOSURE OF PROTECTED HEALTH INFORMATION (a) Business Associate agrees that all uses and disclosures of Protected Health information shall be subject to the limits set forth in 45 CFR regarding Minimum Necessary requirements and limited data sets. (b) Business Associate agrees to use or disclose Protected Health Information solely: (i) For meeting its business obligations as set forth in any agreements between the Parties evidencing their business relationship; or Page 2 of 6 Version 08/2016 Page 64 of 208

65 (ii) as required by applicable law, rule or regulation, or by accrediting or credentialing organization to whom Covered Entity is required to disclose such information or as otherwise permitted under this Agreement or the Underlying Agreement (if consistent with this Agreement and the HIPAA Rules). (c) Where Business Associate is permitted to use Subcontractors that create, receive, maintain, or transmit Protected Health Information; Business Associate agrees to execute a Business Associate Agreement with Subcontractor as defined in the HIPAA Rules that includes substantially the same covenants for using and disclosing, safeguarding, auditing, and otherwise administering Protected Health Information as outlined in Sections I through VII of this Agreement (45 CFR ). (d) Business Associate will acquire written authorization in the form of an update or amendment to this Agreement and Underlying Agreement (unless otherwise expressly permitted therein) prior to: (i) Directly or indirectly receiving any remuneration for the sale or exchange of any Protected Health Information; or (ii) Utilizing Protected Health Information for any activity that might be deemed Marketing under the HIPAA rules. IV. SAFEGUARDING PROTECTED HEALTH INFORMATION (a) Business Associate agrees: (i) To implement appropriate safeguards and internal controls to prevent the use or disclosure of Protected Health Information other than as permitted in this Agreement or by the HIPAA Rules. (ii) To implement Administrative Safeguards, Physical Safeguards, and Technical Safeguards as defined in the HIPAA Rules to protect and secure the confidentiality, integrity, and availability of Electronic Protected Health Information (45 CFR , , ). Business Associate shall document policies and procedures for safeguarding Electronic Protected Health Information in accordance with 45 CFR (iii) To notify Covered Entity of any attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system ( Security Incident ) upon discovery of the Security Incident. For Security Incidents that do not result in unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system, the parties agree that this paragraph constitutes notice of such unsuccessful Security Incidents. (b) When an impermissible acquisition, access, use, or disclosure of Protected Health Information ( Breach ) occurs, Business Associate agrees: (i) To notify Covered Entity s Chief Privacy Officer promptly upon discovery of the Breach, and Page 3 of 6 Version 08/2016 Page 65 of 208

66 V. RIGHT TO AUDIT (ii) Within 15 business days of the discovery of the Breach, provide Covered Entity with all required content of notification (to the extent known) in accordance with 45 CFR and 45 CFR , and (iii) To reasonably cooperate with Covered Entity s analysis and final determination on whether to notify affected individuals, media, or Secretary of the U.S. Department of Health and Human Services, and (iv) To pay all direct, actual, and reasonable costs associated with the legally required notification of affected individuals and setting up and manning a hotline for any Breach of Covered Entity s PHI held by Business Associate. (a) Business Associate agrees: (i) For good and reasonable cause involving an unauthorized use or disclosure of PHI by Business Associate, and upon commercially reasonable advance written request, Business Associate shall allow Covered Entity to conduct a reasonable inspection of the internal books, records, agreements, policies and procedures relating to the use or disclosure of PHI pursuant to this BA Agreement solely for the purpose of determining whether Business Associate has complied with the BA Agreement; provided, however, that (i) Business Associate and Covered Entity mutually agree in advance upon the scope, timing and location of such an inspection, (ii) Covered Entity shall protect the confidentiality of all confidential and proprietary information of Business Associate to which Covered Entity has access during such inspection; and (iii) Covered Entity shall execute a nondisclosure agreement, upon mutually agreed terms by the Parties. (ii) That in accordance with the HIPAA Rules, the Secretary of the U.S. Department of Health and Human Services has the right to review, audit, or investigate Business Associate s books and records, electronic records, and internal practices related to safeguarding, use, and disclosure of Protected Health Information to ensure Covered Entity s or Business Associate s compliance with the HIPAA Rules. VI. COVERED ENTITY REQUESTS AND ACCOUNTING FOR DISCLOSURES (a) At the Covered Entity s Request, Business Associate agrees: (i) To comply with any requests for restrictions on certain disclosures of Protected Health Information pursuant to Section of the HIPAA Rules to which Covered Entity has agreed and of which Business Associate is notified in writing by Covered Entity. (ii) To make available Protected Health Information to the extent and in the manner required by Section of the HIPAA Rules, provided that the PHI in Business Associate s possession constitutes a Designated Record Set and Business Associate has been specifically engaged by Covered Entity to so maintain and service such PHI on behalf of Covered Entity. If Business Associate maintains Protected Health Information electronically, it agrees to make such Protected Health Information electronically available to the Covered Entity. Page 4 of 6 Version 08/2016 Page 66 of 208

67 (iii) To make Protected Health Information available for amendment and incorporate any amendments to Protected Health Information in accordance with the requirements of Section of the HIPAA Rules, provided that the PHI in Business Associate s possession constitutes a Designated Record Set and Business Associate has been specifically engaged by Covered Entity to so maintain and service such PHI on behalf of Covered Entity.. (iv) To account for disclosures of Protected Health Information and make an accounting of such disclosures available to Covered Entity as required by Section of the HIPAA Rules. Business Associate shall provide any accounting required within 15 business days of a written request from Covered Entity. VII. TERMINATION Notwithstanding anything in this Agreement to the contrary, Covered Entity shall have the right to terminate this Agreement and the applicable Underlying Agreement(s) immediately if Covered Entity determines that Business Associate has violated any material term of this Agreement and a cure is not possible. If Covered Entity learns of a material breach or violation of this Agreement by Business Associate, and a cure is possible, Covered Entity shall provide Business Associate written notice and an opportunity for Business Associate to cure such breach or to end such violation, as applicable. The duration of that opportunity to cure shall be based on the nature of the breach or violation involved and shall be consistent with the cure period provided for in the Underlying Agreement(s). If Business Associate does not cure or cease the violation, or if a cure is not possible, Covered Entity may terminate the applicable Underlying Agreement(s) if feasible. At termination of this Agreement, or an Underlying Agreement or upon request of Covered Entity, whichever occurs first, if feasible, Business Associate will return or destroy all Protected Health Information received from or created or received by Business Associate on behalf of Covered Entity that Business Associate still maintains in any form and retain no copies of such information, or if such return or destruction is not feasible, Business Associate will extend the protections of this Agreement to the information and limit further uses and disclosures to those purposes that make the return or destruction of the information not feasible. VIII. MISCELLANEOUS Except as expressly stated herein or the HIPAA Rules, the Parties to this Agreement do not intend to create any rights in any third parties. This Agreement may be amended or modified only in a writing signed by the Parties. No Party may assign its respective rights and obligations under this Agreement without the prior written consent of the other Party, such consent shall not be unreasonably withheld. None of the provisions of this Agreement are intended to create, nor will they be deemed to create any relationship between the Parties other than that of independent parties contracting with each other solely for the purposes of effecting the provisions of this Agreement. This Agreement will be governed by the laws of the State of Nevada. No change, waiver or discharge of any liability or obligation hereunder on any one or more occasions shall be deemed a waiver of performance of any continuing or other obligation, or shall prohibit enforcement of any obligation, on any other occasion. In the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect. In addition, in the event a Party believes in good faith that any provision of this Agreement fails to comply with the HIPAA Rules, such Party shall notify the other Party in writing. Notwithstanding the Page 5 of 6 Version 08/2016 Page 67 of 208

68 obligations of the parties to promptly amend this Agreement as necessary to comply with applicable law or regulation, any change in this Agreement that is specifically required by a change in such law or regulation will be deemed automatically incorporated herein solely to the extent such law or regulation requires a change to the Agreement; provided, however, this shall not be a substitute for the obligation of the parties to mutually negotiate reasonable changes to this Agreement to comply with applicable law. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year written above. COVERED ENTITY: BUSINESS ASSOCIATE: By: Mason VanHouweling Title: CEO Date: By: Title: Date: BUSINESS ASSOCIATE: By: Title: Date: Page 6 of 6 Version 08/2016 Page 68 of 208

69 Document 4 HealthTrust Purchasing Group Purchasing Agreement MASTER EQUIPMENT AND PRODUCTS AGREEMENT Cost-Per-Test and/or Cost-Per-Result (Pricing includes Reagents, Service and Equipment) Legal Name: UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA Federal ID#: Customer Name: UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA Ship to Customer #: Address: 1800 W CHARLESTON BLVD Sold to Customer #: City, State, Zip: LAS VEGAS, NV Subgroup: Effective Date: This Master Equipment and Products Agreement for Cost Per Test ( CPT, Cost Per Result ( CPR ) or Lease Programs (where pricing includes other components such as Equipment and/or Service.) ( Agreement ) by and among Siemens Healthcare Diagnostics Inc. ( Siemens ) and the party identified under Legal Name or Customer Name if no Legal Name in the heading above ( Customer ) and is effective as of the Effective Date specified above. 1) PURPOSE. The purpose of this Agreement is to provide general terms and conditions under which Siemens and Customer will enter into one or more individual Agreement supplements (each a Supplement ) for the lease of laboratory equipment ( Equipment ), purchase of reagents (or panels), consumables and supplies ( Products ) and/or purchase of Service (as defined in Section 5). Each Supplement shall incorporate the terms and conditions of this Agreement as well as additional terms and conditions relevant to the business transaction between the parties, including the term of the Supplement ( Supplement Term ). 2) TERM OF AGREEMENT. This Agreement shall commence on the Effective Date and shall remain in effect until terminated by either party with at least thirty (30) days prior written notice to the other party, provided that termination of this Agreement is not permitted while any Supplement is in effect. 3) COMMITMENT. Customer agrees to make purchases on a periodic basis sufficient (but no less frequently than every 90 days) during each year of the Supplement Term, to meet the minimum annual purchase commitment identified in each Supplement ( Commitment Amount ). Customer will make purchases to meet the Commitment Amount by ordering a minimum test amount of the Products identified on each Supplement or, if cost-per-result (CPR) pricing is applicable, by generating a minimum number of results. Pricing is set forth in each Supplement and includes a discount based on Customer s Commitment Amount. 4) COMMITMENT EXCEPTION. If because of (a) a U.S. Food and Drug Administration ( FDA ) action or, (b) a voluntary recall by Siemens, or (c) the inability of Siemens to supply a Product due to a backorder or other reason in excess of 60 days, or (d) Siemens is unable to manufacture, sell or provide two or more Products listed on Attachment A to Customer, Customer s commitment to purchase such Products will be suspended until GCR Version Date: March 22, 2011, Siemens Healthcare Diagnostics Inc. Page 1 of Norwood Park South Norwood, MA such time as Siemens is able to manufacture, sell and provide such affected Product(s); and (ii) the Commitment will be equitably adjusted to account for the period that Customer was consequently unable to purchase the affected Product(s). If any of the above are not cured within 120 days, Customer may terminate in accordance with the terms of the Supplement. 5) EQUIPMENT MAINTENANCE AND SERVICE. If applicable, (a) Equipment Maintenance. Customer is responsible for performing all maintenance requirements described in the operating manuals provided by the manufacturer and to keep the Equipment in good repair, condition and working order, ordinary wear and tear excepted. Additionally, Customer shall (i) not relocate or make alterations to the Equipment without the prior written consent of Siemens, (ii) use the Equipment solely for Customer s business purposes and own use, and (iii) provide reasonable access to Siemens and its agents to inspect the Equipment. (b) Equipment Service. In addition to the operator maintenance responsibilities identified in the operating manual, the Equipment also requires periodic servicing, including preventative maintenance visits ( Service ). If Service is specified on a Supplement, Siemens will provide Service in accordance with the type of service and for the period of time (the Service Period ) that is specified on the Supplement. Such Service shall provide all labor and parts (excluding consumables, electrodes and certain other parts) as are necessary to keep the Equipment in good working order. Service does not cover: (i) failure due to accident, neglect, or operation not set forth in the operating manuals; (ii) Customer s failure to properly maintain the Equipment in accordance with the applicable operating manuals; (iii) use of unauthorized reagents or disposables that may result in damage to or abnormal wear of the Equipment s internal components; or (iv) damage resulting from operating in environmental conditions outside those specified by the applicable operating manuals. For any time when Siemens is not responsible for providing Service, Customer will be responsible for all Service, and for any damage resulting from such Service. Customer is required to pay for the cost of any repairs to the Equipment caused by Customer s negligence, abuse or alteration of the Equipment. Siemens is not required to add any design, engineering, or performance change or development into the Equipment after it is delivered to Customer. Page 69 of 208

70 6) TRAINING. If Equipment is being acquired under this Agreement, Siemens shall make available and Customer shall attend Siemens Equipment training course as specified in the Supplement. The training slots shall remain available for two years from the date of the Equipment delivery. 7) SHIPPING AND INSTALLATION. If applicable, Product deliveries will be FOB Destination. Shipping charges are not included in the Product price and will be prepaid by Siemens and added to the invoice as a separate line item that is identified as a shipping charge. Shipping and Handling Program provides no charge routine shipping for electronic orders (i.e. GHX or Siemens online) that meet the threshold size of $1,000 for Hemostasis products or $6,000 combined with other Siemens Diagnostics products. The maximum a purchaser pays for routine reagent/consumable freight is $70. By using electronic methods (GHX) and consolidation of orders to meet the reasonable dollar threshold - any HPG Facility can achieve zero freight spend for all routine consumable orders. Siemens will pay all applicable shipping charges for the Equipment to be delivered to the Customer installation location set forth in the Supplement (the Premises ). Customer will be responsible for the cost of preparing the Premises for the Equipment. This may include making structural changes or installing separate electrical circuits, dedicated phone lines and/or network connections or special plumbing, air conditioning or humidity controls. Once Customer has prepared the Premises and notified Siemens that the Premises are ready for Equipment installation, Siemens will install the Equipment at no extra cost and will provide Customer with applicable operating manuals. 8) DELIVERY PERFORMANCE. Siemens will make commercially reasonable efforts to deliver Consumables and Reagent Products within seven (7) days or the date acknowledged on the order, Equipment (if applicable) will be delivered on the date stated in the order. If Siemens anticipates that it will not be able to deliver any Product order to Customer by the date stated in the order or within seven (7) days, Siemens will immediately notify the Customer and work with the Customer to resolve such delivery issues to Customer s reasonable satisfaction. Such resolution may include acceptance of alternative delivery dates or provision of an acceptable substitute from Siemens at the same or lower pricing as the unavailable. Siemens shall be responsible for paying additional costs for any expedited shipment of Products required to meet the agreed upon delivery obligations. If Siemens and Customer are unable to reach resolution regarding delivery failures, Customer shall have the right to either cancel the order in whole or part, in addition to any other rights of Customer arising under this Agreement 9) INSPECTION. All Products shall be subject to inspection and approval by Customer within five (5) business days of receipt. Any Products which do not comply with Customer s purchase order, including quantities and delivery time or which are damaged in shipment may be rejected by Customer. Customer may hold any Product rejected for reasons described herein pending Siemens instructions which Siemens shall provide within ten (10) business days of notification from Customer of its rejection of Product. Based on Siemens instruction, if such Products are to be returned to Siemens premise, Siemens will cover the expense, F.O.B. Origin, Freight Collect. 10) WARRANTY AND LIMITATION OF LIABILITY. Siemens warrants to Customer that the Equipment shall be free from Master Equipment and Products Agreement Page 2 of 4 defects in material and workmanship and conform to the manufacturer s specifications when delivered. Any claim for breach of this warranty, if any, must be made in writing during the Supplement term and within (1) one year of acceptance of Equipment. Customer s remedy for breach of this warranty shall be, at Siemens option, the repair or replacement of the breaching Equipment or an appropriate refund, allowance or credit reflecting depreciation. Siemens warrants to Customer that Products will be free from defects in material and workmanship and will conform to the applicable manufacturer s specifications until the date appearing on the applicable packaging. The foregoing warranty does not apply to conditions resulting from use or storage not in accordance with the manufacturer s instructions or other external causes or from operation outside the environmental parameters specified for the Products. Customer s remedy for breach of this warranty shall be the replacement of such Products. Siemens also warrants that the use of the Equipment and Products in the form delivered to Customer and in accordance with the instructions and manufacturer s specifications will not infringe the U.S. patent of any third party. This warranty does not cover the use of the Equipment or Products in combination with any other product or equipment not approved by Siemens. OTHER THAN AS SPECIFIED HEREIN AND UNDER THE GPO AGREEMENT, SIEMENS MAKES NO OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, IN CONNECTION WITH THE EQUIPMENT OR PRODUCTS INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OTHER THAN AS SPECIFIED HEREIN AND UNDER THE GPO AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. OTHER THAN AS SPECIFIED HEREIN AND UNDER THE GPO AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, REVENE OR ANTICIPATED PROFITS, OR LOSS OF STORED, TRANSMITTED OR RECORDED DATA, OR FOR COST OF SUBSTITUTE EQUIPMENT, SERVICE OR PRODUCTS (UNLESS OTHERWISE AGREED TO IN WRITING). THE LIMITATIONS OF LIABILITY CONTAINED HEREIN SHALL APPLY TO EACH PARTY AND ITS RESPECTIVE EMPLOYEES, AGENTS, AND SUBCONTRACTORS PERFORMING UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR BREACH OF WARRANTY AND EVEN IF THE PARTY OR ITS EMPLOYEES, AGENTS OR SUBOCNTRACTORS ARE ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. IF DEEMED APPLICABLE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON IT BY ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. No Assignee (as defined in Section 19, below) will be responsible to Customer for any problem or claim in connection with a) the use, operation or performance of the Equipment or Products; b) any interruption of service, loss of business or anticipated profits; or c) the delivery, servicing, maintenance, repair or replacement of the Equipment. Page 70 of 208

71 No oral or written promises as to the Equipment or Products which conflict with this Warranty and Limitation of Liability as stated herein or the GPO Agreement, will bind Siemens unless signed by an authorized representative of the party to be bound. 11) RISK OF LOSS AND INSURANCE. If applicable, (a) Customer shall be responsible for the entire amount of any loss or damage to the Equipment from whatever cause after the delivery of the Equipment to Customer s premises, except for ordinary wear and tear. Customer shall promptly notify Siemens of any loss or damage to the Equipment. (b) Upon delivery of the Equipment and until the end of the applicable Supplement Term, Customer will maintain adequate risk insurance on the Equipment naming Siemens as loss payee and liability insurance naming Siemens as an additional insured. 12) TITLE TO EQUIPMENT. If applicable, Siemens is the owner of and shall retain title to the Equipment. Customer shall not permit or allow any attachment, lien, security interest, or other encumbrance to be filed against the Equipment by any individual or entity other than Siemens or its Assignees. If, however, any Supplement is deemed a lease for purpose of security, Customer hereby grants to Siemens to secure all payments and other obligations of Customer to Siemens under the Supplement, a purchase money security interest in the Equipment covered by such Supplement together with all accessions, attachments, replacements, substitutions, modifications and additions thereto, now or hereafter acquired and all Proceeds (as defined in the applicable Uniform Commercial Code) thereof (including insurance proceeds). Customer shall deliver to Siemens such documents that Siemens reasonably requests in order to protect Siemens interest in the Equipment. CUSTOMER AUTHORIZES SIEMENS TO FILE (WITHOUT CUSTOMER S SIGNATURE), BOTH BEFORE AND/OR AFTER THE DATE OF A SUPPLEMENT AND IN ANY FILING OFFICE(S) THAT SIEMENS DETERMINES APPROPRIATE, FINANCING STATEMENTS COVERING THE EQUIPMENT. 13) TAXES. Customer is responsible for and will pay all sales, use and property taxes assessed on the possession, ownership, service, sale or use of the Equipment or Products under a Supplement (collectively, Taxes ). If Siemens is billed directly by the taxing authority for such Taxes, Siemens shall initially pay such Taxes and subsequently re-bill Customer. If Customer pays such Taxes directly, then copies of the receipted tax bills or other evidence of payment shall be provided to Siemens upon request. In the event that Customer is exempt from certain Taxes pursuant to a tax exemption certificate (the Exempt Taxes ), and provided that (i) Customer maintains a valid tax exemption certificate throughout the term of this Agreement; (ii) Customer provides Siemens with a copy of such certificate; and (iii) such tax exemption is allowable and transferable to Siemens, then Siemens will not pay the Exempt Taxes and will not seek reimbursement from Customer for the Exempt Taxes. In the event that any Taxes are outside the scope of the tax exemption certificate, Customer will remain responsible for such Taxes. 14) PAYMENT. All invoices are due and payable within thirty (30) days of date of invoice. 15) PRICING. Pricing is firm through the term of the Supplement. 16) COMPLIANCE. On a periodic basis, but no less frequently than annually, Siemens will review whether Customer has made Master Equipment and Products Agreement Page 3 of 4 sufficient purchases to meet the pro-rata portion of the Commitment Amount associated with the period under review. Review Period shall be any consecutive twelve (12) month period commencing with the start date of the Supplement Term. If Customer s purchases for the period under review are insufficient to satisfy the Commitment Amount, then such deficit will be considered a Shortfall in meeting the Commitment Amount. In the event of a Shortfall, Siemens shall meet and discuss the results of their findings with Customer and allow Customer to respond (agree or disagree) within seven (7) days. If both parties agree there is a shortfall, Siemens reserves the right to be compensated for the Shortfall by taking one or more of the following actions, a) Move Customer s pricing to the Price Tier (if applicable) in which the average of the Review Period purchases reflect, b) extend the Supplement Term, or c) increase the Commitment Amount required for any subsequent periods, d) invoice Customer for at least the amount of the Shortfall that is attributable to the instrument and service. 17) SOFTWARE. For Equipment containing software, no title, right or interest in the software is transferred to Customer except as expressly provided herein. The software component of the Equipment is licensed to Customer only for its own use of the Equipment. The software may not be disclosed or distributed in whole or in part to third parties or duplicated in any form or medium except as necessary for program execution or archival storage. Further, Customer shall have no right to modify, sublicense, disassemble, decompile, or otherwise reverse-engineer the software. Notwithstanding the above terms, any open source software contained in the software component of the Equipment is licensed under the license terms applicable to that software. Where required by the specific license terms, Siemens will make the source code for such open source software available upon request from Customer in accordance with the terms of the relevant open source license. Notices and licensing information regarding such open source software is provided in the documentation associated with the Equipment, whether resident in the Equipment itself or in other form. 18) INDEMNIFICATION. For Discussion Siemens and Customer each agree to pay and indemnify each other from any costs and expenses, including reasonable attorney fees, which are incurred as the result of third party claims for gross negligence and willful misconduct in connection with this Agreement or Supplement 19) ASSIGNMENT. Neither party may assign either this Agreement, or any Supplement, or any right or obligation arising out of this Agreement or any Supplement, without the express written consent of the other party, and such consent shall not be unreasonably withheld. Each party must provide the other party with prompt written notice of any change in ownership, change in control or operations or any other change which would affect the ordering, shipment, invoicing or payment of Products. Siemens may assign its right to receive payment under any Supplement to one or more assignees (collectively, the Assignees ). 20) DISCLOSURE OF DISCOUNTS. Customer acknowledges that discounts, rebates, credits, free goods or services, coupons or other things of value which Customer may receive from Siemens under this Agreement or any Supplement constitute a discount or reduction in price for purposes of 42 U.S.C. paragraph Page 71 of 208

72 1320a-7b(b)(3)(A) ( Discounts ). Customer further acknowledges that the cost of Customer s use of the Equipment listed in a Supplement is included in the pricing under such Supplement. Customer agrees to file all appropriate reports and to properly disclose and reflect all Discounts in any report filed in connection with state or federal cost reimbursement programs. 21) PAYMENT OBLIGATION. (a) Customer is required to make payments for the Equipment in accordance with the applicable Supplement even if Customer has a claim against Siemens. (b) Customer is not entitled to reduce or set-off for any reason any amounts against Customer s payment obligations under any Supplement. (c) Customer may not assert any claims or defenses Customer has against Siemens against any Assignee. Customer s obligation to make such payments to any Assignee is unconditional and is not subject to any claims, defenses or rights. (d) Customer s obligation to pay and perform all of Customer s obligations under this Agreement and any Supplement will continue even if the Equipment is lost, damaged, stolen or destroyed. (e) THIS IS A FINANCE LEASE OF THE EQUIPMENT FOR PURPOSES OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. 22) ENTIRE AGREEMENT; AMENDMENTS. This Agreement, including the Supplements and the GPO Agreement, sets forth the entire agreement between the parties relating to the subject matter herein and there are no understandings, agreements, or representations expressed or implied not stated herein. Any term or condition contained in a Customer purchase order relating to Products supplied hereunder shall be null and void. If any conflict arises between the terms herein and the terms of any exhibit supplement and/or the GPO Agreement, the terms of this Agreement shall take priority. Any changes to this document shall have no legal effect without the prior written approval of HPG. (I) DISCLOSURE OF ANY SPECIFIC PATIENT IDENTIFICATION OF INFORMATION AS ORIGINATING FROM A CUSTOMER SYSTEM AND (II) ANY USE OF INFORMATION BY SIEMENS IN VIOLATION OF APPLICABLE HIPAA PROVISIONS REGARDING PROTECTED HEALTH INFORMATION. For the avoidance of doubt, Siemens does not claim any ownership of Customer Data; however, Customer hereby grants to Siemens the perpetual, non-exclusive, worldwide, irrevocable, royalty-free, unlimited, transferable and within Siemens sub-licensable right to use the Customer Data for lawful purposes such as benchmarking, improvement of Siemens' services and other general commercial services. Notices submitted by Customer shall be remitted to Siemens at: Siemens Healthcare Diagnostics, Inc Deerfield Rd Deerfield, IL Att: Legal Department Notices submitted by Siemens shall be remitted to Customer at: 23) MISCELLANEOUS. (a) Customer agrees not to disclose the prices or the terms and conditions of Customer s purchases under this Agreement to any person except as required by law. (b) Customer and Siemens will send any required notices to the other party by registered or certified mail or by recognized overnight courier service. All notices will be sent to the applicable party at the address set forth herein. A party may designate an alternate address for notices by giving written notice thereof in accordance with the provisions of this Section. 24) CONFIDENTIALITY. Customer and its employees will maintain the confidentiality of any oral or written information disclosed by Siemens, including: (i) the terms of this Agreement (including, but not limited to, pricing); (ii) information designated as confidential; and (iii) information that should reasonably be expected to be treated as confidential by the recipient whether or not such information is designated as confidential. Except as necessary to carry out this Agreement, confidential information will not be disclosed by Customer or its employees to any third party or used by Customer or its employees without the prior written consent of Siemens. Siemens may in the performance of its services hereunder collect data from Customer necessary for installation, validation, and servicing of the Equipment ( Customer Data ). The Customer Data may include data that is considered Protected Health Information as that term is defined in 45 CFR and used in the Health Insurance Portability and Accountability Act ("HIPAA"). ANY SUCH USE BY SIEMENS OF ANY SUCH CUSTOMER DATA WILL SPECIFICALLY EXCLUDE Master Equipment and Products Agreement Page 4 of 4 Page 72 of 208

73 IN WITNESS HEREOF, each party has caused its duly authorized representative to execute this Agreement as of the Effective Date. CUSTOMER HealthTrust Member Facility By: (Authorized Signature Authority for Facility) Name (print): Title: Date: Siemens Healthcare Diagnostics Inc.: By: Name (print): Title: Date: Address: 115 Norwood Park South, Norwood, MA By: Name (print): Title: Date: Address: 115 Norwood Park South, Norwood, MA Master Equipment and Products Agreement Page 5 of 4 Page 73 of 208

74 Document 3A RIGHT FIT HealthTrust Purchasing Group Purchasing Agreement Product Line: Chemistry RIGHT FIT PLACEMENT PROGRAM SUPPLEMENT TO MASTER EQUIPMENT AND PRODUCTS AGREEMENT FOR COST-PER-RESULT OR COST-PER TEST (Includes Equipment, Reagents and Service) UNIVERSITY MEDICAL CENTER Legal Name: OF SOUTHERN NEVADA Federal ID#: Customer Name: UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA Ship to Customer #: Address: 1800 W CHARLESTON BLVD Sold to Customer #: City, State, Zip: LAS VEGAS, NV Subgroup: Effective Date: THIS RIGHT FIT PLACEMENT PROGRAM SUPPLEMENT ( Supplement ) to the Master Equipment and Products Agreement (Document 4) (the Agreement ) dated is by and between Siemens Healthcare Diagnostics Inc. ( Siemens ) and the party identified under Legal Name (or Customer Name if no Legal Name ) in the heading above ( Customer ) and incorporates the terms and conditions of the Agreement. Capitalized but undefined terms will have the meanings ascribed to them in the Agreement. Attachment A and all terms included therein are incorporated by reference into this Supplement. For all purposes hereof, this Supplement is effective as of the date of Siemens execution. 1) EQUIPMENT. Siemens agrees to lease to Customer, for Customer s use at the address Customer has provided above (the Premises ), the Equipment set forth in Attachment A, attached hereto and made a part hereof. 2) PRODUCTS. Customer agrees to purchase from Siemens on a periodic basis during each year of the Supplement Term, the Total Tests /Year referenced on the Attachment A ( Committed Volume ) at the prices specified on Attachment A. 3) PRODUCT ORDERING AND INVOICING. Customer will order Products on an as needed basis and will be invoiced upon shipment of the Products. 4) COMMITMENT. The following language hereby replaces sections 3 Commitment and 16 Compliance of the Master Equipment and Products Agreement (Document 3) as incorporated. The Right Fit Placement Program discounts received herein are based upon the Customer s Committed Patient Volume as specified on Attachment A. The parties agree that Siemens may review Customer s actual purchases on a periodic basis (but no more frequently than annually) to determine if Customer has made sufficient purchases to meet the pro-rata portion of the test volume required to satisfy the Committed Volume associated with the period under review ( Review Period ). If the volume of tests purchased by Customer for the Review Period is insufficient to satisfy the Committed Volume, then such deficit will be considered a Shortfall in meeting the Committed Volume. In the event of a Shortfall, Siemens shall meet and discuss the results of their findings with Customer. In addition to such other rights as are available by law, Siemens reserves the right to compensate for the Shortfall by retroactively charging the Customer the Average Cost Per Test as defined below for the number of tests that make up the Shortfall in order to recover the Shortfall deficiency. The average cost per test is defined as the total annual minimum Commitment Amount on the Attachment A divided by the Total Tests / Year on the Attachment A ( Average Cost Per Test ). 5) ADDITIONAL EQUIPMENT. If any Equipment listed on the Attachment A is not eligible for the Right Fit Placement Program then such Equipment has been included in the Product pricing. If so, Customer acknowledges Siemens has provided it the opportunity to separately purchase each for its stated cost which is available to Customer. The portion of the Commitment Amount allocable to the Equipment is $ per month. 6) TERM. This Supplement is effective as of the Supplement Effective Date. The Supplement Term is eighty-four (84) months beginning thirty (30) days after installation of the Equipment. Siemens Healthcare Diagnostics Inc. 115 Norwood Park South Norwood, MA Page 1 of 3 Page 74 of 208

75 7) PRICING TERMS. The pricing under this Supplement applies to Equipment, Services and Products that are under this Supplement. The pricing and other terms stated in this Supplement supersedes any previous price arrangements Customer may have with Siemens or any Group Purchasing Agreements other than HealthTrust Purchasing Group. Pricing is firm through the term of the Supplement. In the event Customer is a party to a Group Standardization Agreement, those terms will also apply. 8) END OF TERM PURCHASE OPTION. If Customer has purchased the Commitment Volume for the full Supplement Term and is not in Default of any of its obligations under the Agreement or this Supplement, then upon the expiration of the Supplement Term, Customer may purchase the Equipment for an amount not to exceed its fair market value (as determined by Siemens). If Customer does not purchase the Equipment or re-lease it through a new supplement, then Customer shall return the Equipment to Siemens within sixty (60) days after the end of the Supplement Term, freight prepaid and in accordance with any other written directions that are within reason, provided to Customer by Siemens. If Customer does not provide notice of its intent to return, purchase, or re-lease the Equipment at least sixty (60) days prior to the end of the Supplement Term, this Supplement shall automatically renew on a month-to-month basis until any party provides thirty (30) days written notice of termination. 9) TERMINATION. (a) Customer Termination for Siemens Default. If Siemens Defaults (as defined below) under this Agreement or this Supplement and does not cure such Default within thirty (30) days after receiving written notice of such Default, Customer may in its discretion and without further liability, terminate the applicable Supplement. In the event of such termination, Siemens shall be responsible for paying all costs associated with packing and picking up the Equipment and shipping it back to Siemens. A Default is deemed to have occurred by Siemens if Siemens, through any cause, (i) becomes insolvent; (ii) ceases doing business; (iii) assigns this Agreement for the benefit of creditors; (iv) appoints or by order of court a trustee or receiver for Siemens or for a substantial part of Siemens business is appointed, or initiates any proceeding under bankruptcy law by or against Siemens; or (v) violates any of the terms of this Agreement or this Supplement. (b) Siemens Termination for Customer Default. If Customer Defaults (as defined below) under, this Agreement or this Supplement and does not cure such Default within thirty (30) days after Customer has received written notice of such Default from Siemens, Siemens may in its discretion and without further liability, terminate the applicable Supplement. In the event of such termination, Customer shall be responsible for paying the termination amount. A Default is deemed to have occurred if Customer: (i) if payment is 60 days past due the invoice due date; (ii) fails to complete any Supplement Term; (iii) becomes insolvent; (iv) ceases doing business; (v) assigns the Equipment or this Agreement for the benefit of creditors; (vi) appoints a trustee or receiver for Customer or for a substantial part of Customer s property, or initiates any proceeding under bankruptcy law by or against Customer; (vii) attempts, without Siemens prior written consent, to remove, sell, assign, transfer, grant a lien in, sublease or part with possession of the Equipment; or (viii) fails to comply with any requirement of the Agreement or this Supplement. (c) Effects of Termination. In the event of a termination under Section 9 (b), Customer shall be obligated to pay to Siemens or, as applicable, (i) the amount attributable to the Equipment as described below. Such amount shall be prorated to the exact month of the effective date of such termination. Percent of Instrument Price* Three Year Term Four Year Term Five Year Term Six Year Term Seven Year Term Year 1 100% 100% 100% 100% 100% Year 2 93% 93% 93% 93% 93% Year % 75.3% 75.3% 75.3% 75.3% Year % 55.7% 55.7% 55.7% Year % 41.3% 41.3% Year % 28.9% Year % *Instrument Price shall be identified as the price listed in the Purchasing Agreement. 10) RIGHT FIT PROGRAM. Customer acknowledges and agrees that the terms and conditions set forth in this Right Fit Placement Program Facility Agreement between Customer and Siemens Healthcare Diagnostics Inc. are different than the terms and conditions set forth in the Facility Agreement attached to the HPG Purchasing Agreement 1109 and that Customer has requested such terms and conditions from Siemens Healthcare Diagnostics Inc. SUPPLEMENT TO MASTER EQUIPMENT AND PRODUCTS AGREEMENT Page 2 of 3 Page 75 of 208

76 11) GUARDIAN PROGRAM. In order to provide the services under the Guardian Program, Customer shall provide Siemens with both on-site and remote access to the Equipment. The remote access shall be provided through the Customer s network as is reasonably necessary for Siemens to provide warranty services under this Supplement. Remote access will be established through a broadband internet-based connection to either a Customer-owned or Siemens-provided secure end-point. The method of connection will be a Peer-to-Peer VPN IPsec tunnel (non-client based) with specific inbound and outbound port requirements. 12) TEMPORARY EQUIPMENT. Siemens is temporarily providing the ADVIA Centaur Equipment herein until such time as the ADVIA Centaur Products (also referred to as Centaur Tests ) that are included herein are all commercially available for use on the Atellica Solution equipment. As each individual Centaur Test becomes available for use on the Atellica Solution equipment, then the Atellica Solution test ( Atellica Solution Test ) will be added to this Supplement for purchase by Customer at the same cost per test price as the Centaur test that is being replaced. When the full panel of such Centaur Tests becomes available for use on the Atellica Solution equipment, then such full panel of Centaur Tests shall be removed from this Supplement. Within sixty (60) days of the all of the Centaur Products herein being replaced by the Atellica Solution products the Centaur Equipment shall be removed from this Supplement and from the Customer s Premises at Siemens sole expense and returned to Siemens. The specific date of such removal shall be coordinated between Customer and Siemens. In the event that the Centaur Equipment is not returned to Siemens within such sixty days, then Siemens shall invoice Customer for the fair market value of the Centaur Equipment and title, ownership, risk of loss, and responsibility for maintenance coverage on the Centaur Equipment shall then pass to Customer. In the event that all of the Centaur Tests herein become commercially available for use on the Atellica Solution equipment before the commencement of the Supplement Term, then (i) the ADVIA Centaur Equipment shall not ship to Customer; and (ii) the ADVIA Centaur Equipment shall automatically be removed from this Supplement; and (iii) this Temporary Equipment provision shall be null and void; and (iv) the Centaur Tests herein shall automatically be replaced with the Atellica equivalent at the same cost per test price as the Centaur test that is being replaced. IN WITNESS HEREOF, each party has caused its duly authorized representative to execute this Supplement as of the Supplement Effective Date. Sales Representative (Print Name) Quote #: 1-J9BN44-6 CUSTOMER - HEALTHTRUST MEMBER FACILITY: By: (Authorized Signature Authority for Facility) Name (print): Title Date: SIEMENS HEALTHCARE DIAGNOSTICS INC. By: By: Name (print): Name (print): Title Title: Date: Date: SUPPLEMENT TO MASTER EQUIPMENT AND PRODUCTS AGREEMENT Page 3 of 3 Page 76 of 208

77 Legal Name: Customer Name: Document 5 Addendum No. 1 HealthTrust Purchasing Group Purchasing Agreement No. HPG Product Line: Chemistry Addendum No. 1 to SUPPLEMENT TO MASTER EQUIPMENT AND PRODUCTS AGREEMENT FOR COST-PER TEST (Includes Equipment, Reagents and Service) UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA Federal ID#: UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA Ship to Customer #: Address: 1800 W CHARLESTON BLVD Sold to Customer #: City, State, Zip: LAS VEGAS, NV Subgroup: Effective Date: This ADDENDUM to the terms and conditions of the Supplement to Master Equipment and Products Agreement dated (the Agreement ) is between the party identified under Legal Name (or Customer Name if no Legal Name ) in the heading above ( Customer ) and Siemens Healthcare Diagnostics Inc. ( Siemens ). Upon the parties signing this Addendum, the additional/modified terms listed below will apply. 1. In consideration of the additional discounts offered herein under the enhanced Right Fit Grid below, the Supplement is herein modified as follows: Committed Volume (annual patient tests) This information has been redacted because it is proprietary and confidential. Enhanced Right Fit Grid Value of Discount in Chemistry Equipment Pro-rated based upon (1)EXL 200 Up to (1) EXL 200 Up to (2) EXL 200 Up to (1) EXL LM Up to (2) EXL LM Up to (2) Atellica CH 930 OR Up to (2) ADVIA Chem XPT Up to (2)Atellica CH 930 OR Up to (2)Atellica IM 1300 OR Up to (2) ADVIA Chem XPT 2. The Total Tests/Year referenced on the Attachment A to this Supplement represent the committed volume for purposes of the Right Fit Grid ( Committed Volume ). On a periodic basis, but no less frequently than annually, Siemens will review whether Customer has made sufficient purchases to meet the pro-rata portion of the test volume required under the enhanced Right Fit Grid (the Committed Volume ), associated with the period under review. The period under review shall be any consecutive twelve (12) month period commencing with the start date of the Supplement Term ( Review Period ). If the volume of tests purchased by Customer for the Review Period is insufficient to satisfy the Committed Volume, then such deficit will be considered a Shortfall in meeting the Committed Volume. In the event of a Shortfall, Siemens shall meet and discuss the results of their findings with Customer. In addition to such other rights as are available by law, Siemens reserves the right to compensate for the Shortfall by retroactively charging the Customer the Average Cost Per Test for the number of tests that make up the Shortfall in order to recover the Shortfall deficiency. The average cost per test is defined as the total annual minimum Commitment Amount on the Attachment A divided by the Total Tests / Year on the Attachment A ( Average Cost Per Test ). 3. Furthermore, in the event of a termination under Section 9(b), Siemens reserves the right to charge the Customer the Average Cost per Test for the number of tests that make up the difference between the applicable Committed Volume for the entire Supplement Term and the total amount of tests actually purchased by the Customer through the date of termination. 4. Customer acknowledges and agrees that the terms and conditions set forth in the Facility Agreement dated on even date herewith between Customer and Siemens Healthcare Diagnostics Inc. are different than the terms and conditions set forth in the Facility Agreement attached to the HPG Purchasing Agreement 1109 and that Customer has requested such terms and conditions from Siemens Healthcare Diagnostics Inc. En Rt Fit rev Page 1 of 4 Quote # 1-J9BN44-6 Page 77 of 208

78 5. Number 7 of the Supplement, Pricing Term, is hereby modified by adding the following language to the end of the section: After Customer purchased the total commitment of the contract of $11,276,395.00they have the option to renegotiate pricing, cancel the contract or buy out the instruments at the FMV. Pricing for assays not included on Attachment A are listed on Attachment D, attached hereto and incorporated herein and are not to exceed $20, per year. 6. Number 8, End of Term Purchase Option, the last sentence is hereby deleted. 7. A new Number 13 Validation, is hereby added to the Supplement as follows: Siemens will be responsible for the cost of all reagents, calibrators, and controls needed to validate all new assays, including initial instrument validation. Siemens validation process for Atellica is detailed on Attachment E attached hereto and incorporated herein. 8. Attachment A, Equipment Information for Atellica CH, Training is hereby clarified by adding the following language: One Atellica training slot consists of training of three (3) key employees during three (3) separate training sessions. The first session is held in Tarrytown well prior to installation; second session held in Tarrytown shortly prior to installation; third session held at account site post installation. The training will be extended through the duration of the initial Supplement term. Siemens will provide room, food and reasonable airfare during training. 9. Attachment F, Siemens UpTime Guarantee, is hereby modified by adding the following language to the document: Multiple Occurrences of Failure. In the event of a Multiple Occurrences of Failure (as herein defined) in one piece of Equipment, Siemens will provide the remedy described below. For purposes of this paragraph, a Multiple Occurrences of Failure is defined as a piece of Equipment that experiences a period of eight (8) or more consecutive Downtime Hours on six separate occasions within a two consecutive month period during the first year from the from the time the TAS turns the Equipment over to Customer for use, provided the Equipment is covered by a warranty or a Top 2 or Plus Service Agreement during suchone-year period. In the event of a Multiple Occurrences of Failure, Customer shall have the right to request the removal and replacement of the affected Equipment, at no cost to Customer. Siemens shall (i) coordinate with Customer with respect to such removal and replacement so as to minimize, to the fullest extent reasonably practicable, disturbance to or disruption of Customer s business operations, and (ii) cooperate with Customer to modify the applicable Attachment A to adjust the Commitment Amount during such period of removal and replacement and until the replacement Equipment can first report patient results. 10. Furthermore, for purposes of this Supplement, Siemens represents that, for the purposes of the Siemens Medical Solutions USA, Inc., Design Construction Services ("DCS") Proposal to be signed by Siemens Medical Solutions USA, Inc., and Siemens Healthcare Diagnostics Inc. (DCS Proposal Number a, attached hereto as Exhibit G), Siemens will follow the requirements of Nevada Revised Statutes 338 as outlined in the DCS Proposal. Siemens further warrants that it will hold its subcontractor, JMB Construction, which is trained in the specialized construction processes associated with the extended installation of Siemens laboratory equipment, to the standards in the DCS Proposal, and will ensure that all subcontractors are bonded, licensed, and maintain adequate general liability insurance. Siemens warrants that construction costs for this project will not exceed $. For purposes of this Supplement only, the terms and conditions of the Master Equipment and Products Agreement are hereby modified as follows: 11. Number 2, Term of Agreement, is hereby modified to read as follows: This Agreement shall commence on the Effective Date and shall remain in effect for a period of eighty-four (84) months or until terminated by either party with at least thirty (30) days prior written notice to the other party, provided that termination of this Agreement is not permitted while any Supplement is in effect. 12. Number 5, Equipment Maintenance and Service, Subsection (b)(i) is hereby modified to read as follows: failure due to Customer accident, Customer neglect, or Customer operation not set forth in the operating manuals;. Furthermore, the following language is hereby added after the third sentence: The Centaur does not have any customer replaceable parts. EXL replaceable parts are covered at no charge under the HPG contract. A list of those parts is on Attachment B, Dimension Group B parts, attached hereto and incorporated herein. Atellica Customer replaceable parts are covered at no charge and are listed on Attachment C, attached hereto and incorporated herein. 13. Number 7, Shipping and Installation, seventh sentence is hereby modified to read as follows: Siemens will be responsible for the cost of preparing the Premises for the Equipment. En Rt Fit rev Page 2 of 4 Quote # 1-J9BN44-6 Page 78 of 208

79 14. Number 10, Warranty and Limitation of Liability, Paragraph 6 is hereby modified to read as follows: No Assignee of Siemens right to receive payment (as defined in Section 19, below) will be responsible to Customer for any problem or claim in connection with a) the use, operation or performance of the Equipment or Products; b) any interruption of service, loss of business or anticipated profits; or c) the delivery, servicing, maintenance, repair or replacement of the Equipment. 15. Number 11, Risk of Loss and Insurance, Subsection (b) is hereby modified to read in its entirety as follows: Upon delivery of the Equipment and until the end of the applicable Supplement Term, Customer will maintain adequate risk insurance on the Equipment. 16. Number 18, Indemnification, is hereby modified to read as follows: Siemens agrees to pay and indemnify Customer from any costs and expenses, including reasonable attorney fees, which Customer incurs as the result of third-party claims for Siemens gross negligence and willful misconduct in connection with this Agreement or Supplement. To the extent expressly authorized by Nevada law, Customer agrees to pay and indemnify Siemens from any costs and expenses, including reasonable attorney fees, which Siemens incurs as the result of third-party claims for Customer s gross negligence and willful misconduct in connection with this Agreement or Supplement. 17. Number 19, Assignment, is hereby modified to read as follows: Neither party may assign either this Agreement, or any Supplement, or any right or obligation arising out of this Agreement or any Supplement, without the express written consent of the other party, and such consent shall not be unreasonably withheld. For the avoidance of doubt, any Assignment pursuant to this section will not release the assigning party from its responsibility for performance of its duties under this Agreement unless so agreed to in writing by the non-assigning party. Each party must provide the other party with prompt written notice of any change in ownership, change in control or operations or any other change which would affect the ordering, shipment, invoicing or payment of Products. Siemens may assign its right to receive payment under any Supplement to one or more assignees (collectively, the Assignees ). 18. Number 22, Entire Agreement; Amendments, the following language is hereby inserted after the third sentence: However, in the event of a conflict between the GPO Agreement and the Nevada Revised Statutes, Nevada law will prevail. 19. Number 23, Miscellaneous, Subsection (a) is hereby modified by inserting the following to the end of the Subsection: (See Public Records clause). 20. Number 24, Confidentiality, Subsection (i) is hereby deleted. Furthermore, the following language is hereby added to the end of the section: Siemens represents and warrants that all Customer Data in its possession is maintained, accessed and transmitted in a secure environment and that its use, collection, storage, processing, sharing, disclosure or other handling of Customer Data is in accordance with industry standard privacy and security practices and measures, adequate to preserve its confidentiality and security as required by applicable privacy laws and regulations. 21. A new Number 25 is hereby added as follows: Public Records. Siemens acknowledges that Customer is a public, county-owned hospital which is subject to the provisions of the Nevada Public Records Act, Nevada Revised Statutes Chapter 239, as may be amended from time to time. As such, its contracts are public documents available for copying and inspection by the public. If Customer receives a demand for the disclosure of any information related to this Agreement that Siemens has claimed to be confidential and proprietary, such as Siemens s pricing, programs, services, business practices or procedures, Customer will immediately notify Siemens of such demand and Siemens shall immediately notify Customer of its intention to seek injunctive relief in a Nevada court for protective order. Siemens shall indemnify, defend and hold harmless Customer from any claims or actions, including all associated costs and attorney s fees, demanding the disclosure of Siemens document(s) in Customer s custody and control that Siemens claims to be confidential and proprietary. En Rt Fit rev Page 3 of 4 Quote # 1-J9BN44-6 Page 79 of 208

80 22. A new Number 26 is hereby added as follows: Budget Act and Fiscal Fund Out. In accordance with the Nevada Revised Statutes (NRS ), the financial obligations under this Agreement between the parties shall not exceed those monies appropriated and approved by Customer for the then-current fiscal year under the Local Government Budget Act. This Agreement and all relevant Supplements shall terminate and Customer's obligations under it shall be extinguished at the end of any of Customer's fiscal years in which Customer s governing body fails to appropriate monies for the ensuing fiscal year sufficient for the payment of all amounts which could then become due under this Agreement. Customer agrees that this section shall not be utilized as a subterfuge or in a discriminatory fashion as it relates to this Agreement. In the event this section is invoked, this Agreement will expire on the 30th day of June of the then-current fiscal year. Termination under this section shall not relieve Customer of its obligations incurred through the 30th day of June of the fiscal year for which monies were appropriated. All of the terms, covenants and conditions set forth in the Agreement are incorporated herein by reference as if the same had been set forth herein. There are no understandings, agreements, or representations expressed or implied not stated herein. Except as expressly modified hereby, all other terms and conditions of the Supplement shall remain in full force and effect If there is a conflict between the terms of this Supplement, the GPO Agreement, and the Agreement, the terms of this Supplement (including any Attachments and Addenda) prevail. CUSTOMER-HealthTrust Member Facility: By: (Authorized Signature Authority for Facility) Name (print): Title: Date: Siemens Healthcare Diagnostics Inc: By: Name (print): Title: Date: By: Name (print): Title: Date: tac/univ med ctr cai supp mepa amnd April 12, 2018 En Rt Fit rev Page 4 of 4 Quote # 1-J9BN44-6 Page 80 of 208

81 Attachment A Quote #: 1-J9BN44-6 Approved: 03/06/2018 Legal Name: UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA Purchasing Group: HEALTHTRUST PURCHASING GROUP Customer Name: UNIV MEDICAL CENTER OF SOUTH NEVADA Sold To Customer #: Product Line: Multiple Total annual minimum Product Line Commitment Amount Atellica CH $ Atellica IM This information has been redacted because it $ Centaur is proprietary and confidential. $ Dimension $ Contract Total $1,610, (Remainder of page intentionally left blank.) PRO # 1-N5HM88 DOC # 1-N5KE9L 3/27/2018 QUO # 1-J9BN44-6 Page 1 of 11 Page 81 of 208

82 Legal Name: UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA Purchasing Group: HEALTHTRUST PURCHASING GROUP Customer Name: UNIV MEDICAL CENTER OF SOUTH NEVADA Sold To Customer #: Product Line: Atellica CH Equipment Information - Atellica CH Part # Onsite Quantity Comments Atellica CH 930 Analyzer N 1 Atellica CH 930 Analyzer N 1 Atellica CH 930 Analyzer N 1 Service Service Level Quantity Start Year # of Years Comments Extended Service ATELLICA CH930 GUARDIAN Included PROGRAM Warranty Service ATELLICA CH930 TOP Included Extended Service ATELLICA CH930 TOP Included Service Service Level Quantity Start Year # of Years Comments Extended Service ATELLICA CH930 GUARDIAN Included PROGRAM Warranty Service ATELLICA CH930 TOP Included Extended Service ATELLICA CH930 TOP Included Service Service Level Quantity Start Year # of Years Comments Extended Service ATELLICA CH930 GUARDIAN Included PROGRAM Warranty Service ATELLICA CH930 TOP Included Extended Service ATELLICA CH930 TOP Included Training Total Training Training Site Air Paid By Comments Atellica Educ Pro Plan (CH + IM) 1 Siemens Siemens Included Products: Reagents Pricing - Atellica CH Reagent Part # Total Tests / Yr Test/Kit Total Kits/Yr CPR Cost/Kit Total Annual ALP_2c - Atellica CH - 4 x 1200 Tests ,200 4, ALT - Atellica CH - 3 x 850 Tests ,300 2, ASO_2 - Atellica CH - 3 x 400 Tests ,600 1,200 3 AST - Atellica CH - 3 x 850 Tests ,300 2, Alb - Atellica CH - 4 x 1700 Tests ,800 6, CK_L - Atellica CH - 3 x 332 Tests , CRP_2 - Atellica CH - 2 x 500 Tests ,000 1,000 7 Ca - Atellica CH - 4 x 890 Tests ,000 3, Chol_2 - Atellica CH - 4 x 2100 Tests ,400 8,400 6 Crea_2 - Atellica CH - 4 x 1472 Tests ,528 5, Direct HDL - Atellica CH - 4 x 448 Tests ,128 1,792 9 Direct LDL - Atellica CH - 4 x 400 Tests ,400 1,600 4 GluH_3 - Atellica CH - 4 x 1560 Tests ,960 6, IgA_2 - Atellica CH - 4 x 150 Tests , IgG_2 - Atellica CH - 4 x 180 Tests , IgM_2 - Atellica CH - 4 x 180 Tests , Inorganic Phosphorus (IP) - Atellica CH ,000 5, x 1700 Tests Iron_2 - Atellica CH - 4 x 448 Tests ,584 1,792 2 LDH L-P (LDLP) - Atellica CH - 4 x ,336 1,792 8 Tests Lac - Atellica CH - 4 x 95 Tests , Lip - Atellica CH - 4 x 320 Tests ,720 1, Mg - Atellica CH - 3 x 400 Tests ,600 1, PreAlb - Atellica CH - 2 x 200 Tests , TP - Atellica CH - 4 x 1850 Tests ,600 7,400 9 Transferrin (Trf) - Atellica CH - 4 x 220 Tests , This information has been redacted because it is proprietary and confidential. PRO # 1-N5HM88 DOC # 1-N5KE9L 3/27/2018 QUO # 1-J9BN44-6 Page 2 of 11 Page 82 of 208

83 Products: Reagents Pricing - Atellica CH Reagent Part # Total Tests / Yr Test/Kit Trig - Atellica CH - 4 x 500 Tests ,000 2,000 9 UA - Atellica CH - 4 x 1200 Tests ,600 4,800 2 UN_c - Atellica CH - 4 x 1560 Tests ,960 6, µalb_2 - Atellica CH - 4 x 210 Tests , Total Annual 1,516,792 Clinical Chemistry Assays Amm - Atellica CH - 4 x 120 Tests , CO2_c - Atellica CH - 4 x 1900 Tests ,400 7, DBil_2 - Atellica CH - 4 x 448 Tests ,920 1, Na K Cl - Atellica IMT - 4 Sensors ,260,000 60, TBil_2 - Atellica CH - 4 x 448 Tests ,680 1, Clinical Chemistry Assays Total Annual 1,534,880 Total Kits/Yr CPR Cost/Kit Total Annual DAU Amphetamine - Atellica CH - 4 x 380 Tests ,200 1, Benzodiazepine - Atellica CH - 4 x ,200 1, Tests Cocaine - Atellica CH - 4 x 380 Tests ,200 1, ETOH - Atellica CH - 4 x 300 Tests ,600 1,200 3 Propoxyphene - Atellica CH - 4 x ,200 1, Tests DAU Total Annual 64,400 Diabetes Hemoglobin A1c_3 - Atellica CH - 2 x 200 Tests , This information has been redacted because it is proprietary and confidential. Drugs of Abuse Barbiturates - Atellica CH - 4 x 380 Tests ,200 1, Cannabinoids - Atellica CH - 4 x 380 Tests ,200 1, Methadone - Atellica CH - 4 x 380 Tests ,040 1,520 2 Opiates - Atellica CH - 4 x 380 Tests ,200 1, Phencyclidine - Atellica CH - 4 x 380 Tests ,200 1, Drugs of Abuse Total Annual 63,840 Enzymes Amylase - Atellica CH - 3 x 350 Tests ,150 1,050 3 GGT - Atellica CH - 4 x 448 Tests ,168 1,792 4 Enzymes Total Annual 10,318 Plasma Proteins - Complement C C3 - Atellica CH - 2 x 200 Tests , C4 - Atellica CH - 2 x 200 Tests , Plasma Proteins - Complement C Total Annual 3,200 Protein UPro - Atellica CH - 4 x 400 Tests ,800 1,600 3 Rheumatoid Marker RF - Atellica CH - 2 x 180 Tests , TDM Li - Atellica CH - 2 x 200 Tests , TDM - Antibiotic / Antivirus Tobramycin - Atellica CH - 4 x 100 Tests , PRO # 1-N5HM88 DOC # 1-N5KE9L 3/27/2018 QUO # 1-J9BN44-6 Page 3 of 11 Page 83 of 208

84 Products: Reagents Pricing - Atellica CH Reagent Part # Total Tests / Yr Test/Kit Toxicology Acetaminophen - Atellica CH - 4 x ,800 1,200 4 Tests Salicylate - Atellica CH - 4 x 300 Tests ,400 1,200 2 Toxicology Total Annual 7,200 Total Kits/Yr CPR Cost/Kit Total Annual This information has been redacted because it is confidential and proprietary. Products: Supplies - Atellica CH Part # Annual # of Kits Total Annual A1c_3 CAL - Atellica CH - CAL - 2 x 4 x 0.5 ml Included ALP_2 CAL - Atellica CH - CAL - 6 x 1 x 1.0 ml Included CHEM CAL - Atellica CH - CAL - 12 x 3 ml Included CHEM III CAL - Atellica CH - CAL - 2 vials x 3 levels x 2.5 ml Included CO2 CAL - Atellica CH - CAL - 2 x 21 ml Included CRP_2 CAL - Atellica CH - CAL - 6 levels x 1 ml Included Cleaner - Atellica CH - 2 x 1.5 L Included Conditioner - Atellica CH - 2 x 1.5 L Included DRUG II CAL - Atellica CH - CAL - 2 x 5 x 5 ml Included Diluent - Atellica CH - 2 x 1.5 L Included Diluent - Atellica IMT - 2 x 1.5 L Included Dilution Ring Segment - Atellica CH - 5 segs x 23 cuvettes Included ENZ 1 CAL - Atellica CH - CAL - 6 x 2.5 ml Included ENZ 2 CAL - Atellica CH - CAL - 6 x 1.5 ml Included ENZ 3 CAL - Atellica CH - CAL - 6 x 2.0 ml Included HDL/LDL CAL - Atellica CH - CAL - 3 x 1 ml Included LSP CAL - Atellica CH - CAL - 6 levels x 1 ml Included Lamp Coolant - Atellica CH - 1 x 250 ml Included Reaction Ring Segment - Atellica CH - 5 segments x 17 cuvettes Included Rgt Probe Cleaner 1 - Atellica CH - 4 x 45 ml Included Rgt Probe Cleaner 2 - Atellica CH - 8 X 45 ml Included Rgt Probe Cleaner 4 - Atellica CH - 4 x 47 ml Included SPCL CHEM CAL - Atellica CH - CAL - 10 x 5 ml Included Standard A - Atellica IMT - 2 x 1.5 L Included Standard B+Salt Bridge - Atellica IMT - 2 x 125 ml Included TOX CAL - Atellica CH - CAL - 6 x 3 ml Included UPro CAL - Atellica CH - CAL - 3 vials x 5 ml Included Wash - Atellica CH - 2 x 1.5L Included Water Bath Additive - Atellica CH - 4 x 18 ml Included µalb_2 CAL - Atellica CH - CAL - 5 x 2 ml Included Prices for Reagents and Supplies not listed above will be according to the tier pricing in effect at the time of shipment. Prices for Reagents and Supplies not yet commercially available will be determined at the time of introduction and are not covered by this Agreement. PRO # 1-N5HM88 DOC # 1-N5KE9L 3/27/2018 QUO # 1-J9BN44-6 Page 4 of 11 Page 84 of 208

85 Legal Name: UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA Purchasing Group: HEALTHTRUST PURCHASING GROUP Customer Name: UNIV MEDICAL CENTER OF SOUTH NEVADA Sold To Customer #: Product Line: Atellica IM Equipment Information - Atellica IM Part # Onsite Quantity Comments Atellica IM 1300 Analyzer N 1 Atellica IM 1300 Analyzer N 1 Atellica IM 1300 Analyzer N 1 Service Service Level Quantity Start Year # of Years Comments Extended Service ATELLICA IM1300 GUARDIAN Included PROGRAM Warranty Service ATELLICA IM1300 TOP Included Extended Service ATELLICA IM1300 TOP Included Service Service Level Quantity Start Year # of Years Comments Extended Service ATELLICA IM1300 GUARDIAN Included PROGRAM Warranty Service ATELLICA IM1300 TOP Included Extended Service ATELLICA IM1300 TOP Included Service Service Level Quantity Start Year # of Years Comments Extended Service ATELLICA IM1300 GUARDIAN Included PROGRAM Warranty Service ATELLICA IM1300 TOP Included Extended Service ATELLICA IM1300 TOP Included Products: Reagents Pricing - Atellica IM Reagent Part # Total Tests / Yr Test/Kit Anemia Ferritin - Atellica IM - 90 Tests , Cancer CA 125II - Atellica IM Tests , Total Kits/Yr CPR Cost/Kit Total Annual Cardiac Markers BNP - Atellica IM Tests , Fertility Testosterone II - Atellica IM Tests , Fertility - Function Proteins FSH - Atellica IM Tests , LH - Atellica IM Tests , Prolactin - Atellica IM - 50 Tests Fertility - Function Proteins Total Annual 5,100 This information has been redacted because it is confidential and proprietary. Hormones - Renal Cortisol - Atellica IM - 50 Tests , Infectious Disease Syphillis - Atellica IM Tests , TDM Cyclosporine A - Atellica IM - 50 Tests , TDM - Cardiovascular Digoxin - Atellica IM - 50 Tests , PRO # 1-N5HM88 DOC # 1-N5KE9L 3/27/2018 QUO # 1-J9BN44-6 Page 5 of 11 Page 85 of 208

86 Products: Reagents Pricing - Atellica IM Reagent Part # Total Tests / Yr Test/Kit Thyroid FT3 - Atellica IM - 60 Tests , FT4 - Atellica IM - 50 Tests , PTH - Atellica IM Tests , T4 - Atellica IM Tests , TSH3-UL - Atellica IM Tests , TUp - Atellica IM - 50 Tests , Thyroid Total Annual 32,010 Tumor Marker CA Atellica IM - 50 Tests , CEA - Atellica IM Tests , Tumor Marker Total Annual 3,750 Total Kits/Yr CPR Cost/Kit Total Annual This information has been redacted because it is confidential and proprietary. Vitamins Vitamin B12 - Atellica IM Tests , Products: Supplies - Atellica IM Part # Annual # of Kits Total Annual APW1 2PK - Atellica IM - 2 x 25 ml Included Acid / Base - Atellica IM - 2 x 1500 ml Included BNP CAL 2PK - Atellica IM - CAL - 2 x 2 x 2 ml Included CA 125II CAL 2PK - Atellica IM - CAL - 2 x 2 x 2 ml Included CAL A 2PK - Atellica IM - CAL - 2 x 2 x 5 ml Included CAL B 2PK - Atellica IM - CAL - 2 x 2 x 5 ml Included CAL C 2PK - Atellica IM - CAL - 2 x 2 x 5 ml Included CAL D 2PK - Atellica IM - CAL - 2 x 2 x 2 ml Included CAL E 2PK - Atellica IM - CAL - 2 x 2 x 2 ml Included CEA DIL 2PK - Atellica IM - 2 x 5 ml Included Cleaner - Atellica IM - 2 x 1.5L Included CsA CAL 2PK - Atellica IM - CAL - 2 x 2 x 2 ml Included CsA PRE 2PK - Atellica IM - 2 x 26 ml Included Multi-Diluent 1 2PK - Atellica IM - 2 x 25 ml Included Multi-Diluent 12 Bottle - Atellica IM - 1 x 20 ml Included Multi-Diluent 13 2PK - Atellica IM - 2 x 10 ml Included Multi-Diluent 3 2PK - Atellica IM - 2 x 5 ml Included PTH QC KIT - Atellica IM - CTL - 3 x 2 x 1 ml Included Syph QC KIT - Atellica IM - CTL - 2 x 2 x 7 ml Included T3/T4/VB12 ANC RGT 2PK - Atellica IM - 2 x 25 ml Included T4 DIL Bottle - Atellica IM - 1 x 10 ml Included VB12 DIL 2PK - Atellica IM - 2 x 5 ml Included VB12 DTT/REL KIT - Atellica IM - 1 Kit Included Wash 1 - Atellica IM - 1 x 3000 ml Included Prices for Reagents and Supplies not listed above will be according to the tier pricing in effect at the time of shipment. Prices for Reagents and Supplies not yet commercially available will be determined at the time of introduction and are not covered by this Agreement. PRO # 1-N5HM88 DOC # 1-N5KE9L 3/27/2018 QUO # 1-J9BN44-6 Page 6 of 11 Page 86 of 208

87 Legal Name: UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA Purchasing Group: HEALTHTRUST PURCHASING GROUP Customer Name: UNIV MEDICAL CENTER OF SOUTH NEVADA Sold To Customer #: Product Line: Atellica Solution Components Equipment Information - Atellica Solution Components Part # Onsite Quantity Comments Atellica Sample Handler Prime N 1 Atellica Barcode Printer N 1 Atellica Sample Handler Prime N 1 Atellica Barcode Printer N 1 Atellica Sample Handler Prime N 1 Atellica Barcode Printer N 1 Service Service Level Quantity Start Year # of Years Comments Extended Service ATELLICA SMPL HANDLER Included GUARDIAN PRGM Warranty Service ATELLICA SMPL HANDLER TOP Included WARR Extended Service ATELLICA SMPL HANDLER TOP 2 AGRMT Included Service Service Level Quantity Start Year # of Years Comments Extended Service ATELLICA SMPL HANDLER Included GUARDIAN PRGM Warranty Service ATELLICA SMPL HANDLER TOP Included WARR Extended Service ATELLICA SMPL HANDLER TOP 2 AGRMT Included Service Service Level Quantity Start Year # of Years Comments Extended Service ATELLICA SMPL HANDLER Included GUARDIAN PRGM Warranty Service ATELLICA SMPL HANDLER TOP Included WARR Extended Service ATELLICA SMPL HANDLER TOP 2 AGRMT Included Financial Adjustments - Atellica Solution Components LIS Allowance: Atellica Solution Components - Siemens will issue Customer an LIS reagent credit up to $ per instrument for 3 instruments upon receipt of the paid interface invoice(s). Invoice must be received within two years of the Supplement Effective Date. Water System Allowance Atellica Solution Components - Siemens will issue Customer a credit of $. The water system allowance will be a onetime credit to the Customer account at the validation of the contract and can be used to pay any open invoices at any time at Customer requests. Construction Credit Atellica Solution Components - Construction costs are included. Reagent Credit: Atellica Solution Components - Siemens will issue a reagent credit of $ for year 1. Atellica Solution Components - Siemens will issue a reagent credit of $ for year 1. Prices for Reagents and Supplies not listed above will be according to the tier pricing in effect at the time of shipment. Prices for Reagents and Supplies not yet commercially available will be determined at the time of introduction and are not covered by this Agreement. PRO # 1-N5HM88 DOC # 1-N5KE9L 3/27/2018 QUO # 1-J9BN44-6 Page 7 of 11 Page 87 of 208

88 Legal Name: UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA Purchasing Group: HEALTHTRUST PURCHASING GROUP Customer Name: UNIV MEDICAL CENTER OF SOUTH NEVADA Sold To Customer #: Product Line: Centaur Equipment Information - Centaur Part # Onsite Quantity Comments ADVIA CENTAUR XP N 2 Service Service Level Quantity Start Year # of Years Comments Warranty Service ADVIA CENTAUR XP TOP Included Training Total Training Training Site Air Paid By Comments ADVIA Centaur XP_ClassTraining 4 Siemens Siemens Included Financial Adjustments - Centaur LIS Allowance: Centaur - Siemens will issue Customer an LIS reagent credit up to $ per instrument for 2 instruments upon receipt of the paid interface invoice(s). Invoice must be received within two years of the Supplement Effective Date. Reagent Credit: Centaur - Siemens will issue a reagent credit of $ for year 1. Centaur - Siemens will issue a reagent credit of $ for year 1. Products: Reagents Pricing - Centaur Reagent Part # Total Tests / Yr Test/Kit Anemia Folic Acid tests , Bone Metabolism Vitamin D 25-OH tests , Total Kits/Yr CPR Cost/Kit Total Annual Cardiac Markers Troponin I tests , Fertility - Pregnancy Testing HCG Total - 50 tests , Hep/Aids CENTAUR CHIV2(US) 100T , HBs Ag II tests , Hep/Aids Total Annual 20,100 Hepatitis A HAV IgM Ab tests , This information has neen redacted because it is confidential and proprietary. Hepatitis B HBc IgM Ab tests , HBs Ab XP tests , Hepatitis B Total Annual 15,200 Hepatitis C HCV Ab tests , TDM - Anti-Asthma Theophyline - 50 tests , TDM - Antibiotic / Antivirus Gentamicin - 50 tests , PRO # 1-N5HM88 DOC # 1-N5KE9L 3/27/2018 QUO # 1-J9BN44-6 Page 8 of 11 Page 88 of 208

89 Products: Reagents Pricing - Centaur Reagent Part # Total Tests / Yr Test/Kit Vancomycin - 50 tests , TDM - Antibiotic / Antivirus Total Annual 11,600 Total Kits/Yr CPR Cost/Kit Total Annual TDM - Central Nervous Systems Carbamazepine - 50 tests , Phenobarbital - 50 tests , Phenytoin - 50 tests , Valproic Acid - 50 tests , TDM - Central Nervous Systems Total Annual 9,350 This information has been redacted because it is confidential and proprietary. Tumor Marker PSA Total tests , Tumor Marker - Other AFP tests , Products: Supplies - Centaur Part # Annual # of Kits Total Annual AFP/CEA - CAL - 2x2x2mL Included Acid/Base 1&2 IATA - 2x1500mL Included Ancillary Probe Wash 1 2 pack - 2x25mL Included CENTAUR CHIV2 QC KIT Included Carbamazepine - CAL - 2x2x5mL Included Cleaning solution - 12 Bottles Included Cuvettes Pieces Included Folate BA Dil.RP (2PK) - CAL - 2x10mL Included Folate DTT/REL AGT Best Included Gentamicin - CAL - 2x2x2mL Included HAV IgM - CTL - 2x2x7mL Included HBc IgM - CTL - 2x2x7mL Included HBs Ab 2 QC Kit - CTL - 2x2x10mL Included HBsAg - CTL - 2x2x10mL Included HCG Total - CAL - 2x2x5mL Included HCV - CTL - 2x2x7mL Included Multidil 11 (2PK) - 2x5mL Included Multidil 2 Readypack (2PK) - 2x10mL Included Multidil 5 Readypack (2PK) - 2x5mL Included Multidil 7 (2PK) - 2x5mL Included Multidil3Readypack (2PK) - 2x5mL Included PSA - CAL - 2x2x2mL Included Phenobarbital - CAL - 2x2x2mL Included Phenytoin - CAL - 2x2x2mL Included Probe Wash 3 Kit - 1x50mL Included Probe Wash 4-1x25mL Included Sample Cups Pieces Included Sample Tips Pieces Included Theophylline - CAL - 2x2x5mL Included Total HCG Dil.RP (2PK) - CAL - 2x25mL Included Valproic Acid - CAL - 2x2x5mL Included Vancomycin - CAL - 2x2x2mL Included Vit.D - CTL - 2x3x2mL Included Vitamin D Diluent (2PK) - 2x25mL Included Vitamin D Diluent Bottle - 1x25mL Included Wash 1-2x2500mL Included Prices for Reagents and Supplies not listed above will be according to the tier pricing in effect at the time of shipment. Prices for Reagents and Supplies not yet commercially available will be determined at the time of introduction and are not covered by this Agreement. PRO # 1-N5HM88 DOC # 1-N5KE9L 3/27/2018 QUO # 1-J9BN44-6 Page 9 of 11 Page 89 of 208

90 Legal Name: UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA Purchasing Group: HEALTHTRUST PURCHASING GROUP Customer Name: UNIV MEDICAL CENTER OF SOUTH NEVADA Sold To Customer #: Product Line: Dimension Equipment Information - Dimension Part # Onsite Quantity Comments DIMENSION EXL LM /60HZ Instrument N 1 Atellica PM Dummy INS US Only Y 1 APM Device License N 11 Atellica PM 1.0 Software License N 1 CentraLink v16 Software Installation Kit N 1 Automation System Software N 1 Millipore AFS Essen 8D WTR System N 1 Service Service Level Quantity Start Year # of Years Comments Warranty Service DIMENSION EXL 200 TOP Included Extended Service DIMENSION EXL 200 TOP Included Training Total Training Training Site Air Paid By Comments Dim EXL_ClassTraining 2 Siemens Siemens Included Service Service Level Quantity Start Year # of Years Comments First Year Service CENTRALINK PROF SERVICES Included GOLD Warranty Service ADVIA CENTRALINK TOP Included Extended Service CENTRALINK PROF SERVICES Included SUBSCR Extended Service ADVIA CENTRALINK TOP Included Financial Adjustments - Dimension LIS Allowance: Dimension - Siemens will issue Customer an LIS reagent credit up to $ upon receipt of the paid interface invoice. Invoice must be received within two years of the Supplement Effective Date. Reagent Credit: Dimension - Siemens will issue a reagent credit of $ for year 1. Dimension - Siemens will issue a reagent credit of $ for year 1. Products: Reagents Pricing - Dimension Reagent Part # Total Tests / Yr Test/Kit TDM Amikacin EMIT , Total Kits/Yr CPR Cost/Kit Total Annual TDM - Immunosuppressant Sirolimus - 80 tests , Tacrolimus - 80 tests , TDM - Immunosuppressant Total Annual 8,560 This information has been redacted because it is confidential and proprietary. PRO # 1-N5HM88 DOC # 1-N5KE9L 3/27/2018 QUO # 1-J9BN44-6 Page 10 of 11 Page 90 of 208

91 Products: Supplies - Dimension Part # Annual # of Kits Total Annual Check - 8 Flexe Included Chemistry Wash - 1x1,7 Liter Included Cup Small Pieces Included Cup/Lid Pieces Included Cuvette Cartridge - 1 Cartridge Included EMIT II Plus DAU L0 Calibrator - CAL - 14 ml Included EMIT II Plus DAU L1 Calibrator - CAL - 14 ml Included EMIT II Plus DAU L2 Calibrator - CAL - 14 ml Included EMIT II Plus DAU L3 Calibrator - CAL - 14 ml Included EMIT II Plus DAU L4 Calibrator - CAL - 14 ml Included EMIT II Plus DAU L5 Calibrator - CAL - 14 ml Included EmptyFlex - 8 Flexe Included FOIL CARTRIDGE - Automation - 3x foils Included HM Reaction Vessel Included Paper - 4 Rolls Included Probe Cleaner - 1x500mL Included Sample Diluent - CON - 1 Pack Included Sample Probe Cleaner - 1x1 Liter Included Sirolimus - CAL - 2x5x2mL Included Tacrolimus Calibrator - CAL - 2x5x2mL Included Water ACAIV/V DIM x3,5 Liter Included Prices for Reagents and Supplies not listed above will be according to the tier pricing in effect at the time of shipment. Prices for Reagents and Supplies not yet commercially available will be determined at the time of introduction and are not covered by this Agreement. CUSTOMER: SIEMENS HEALTHCARE DIAGNOSTICS INC.: By: Name (print): Title: Date: By: Name (print): Title: Date: Address: 115 Norwood Park South, Norwood, MA AND By: Name (print): Title: Date: Address: 115 Norwood Park South, Norwood, MA PRO # 1-N5HM88 DOC # 1-N5KE9L 3/27/2018 QUO # 1-J9BN44-6 Page 11 of 11 Page 91 of 208

92 Attachment B HPG Dimenssion PARTS B Bus Unit PRODUCT LINE Instrument SMN LMN MATERIAL DESCRIPTION CAI DIM - Dimension VHP Dimension Service MUFFLER FILTER CAI DIM - Dimension VHP Dimension Service FAN FILTER CAI DIM - Dimension VHP Dimension Service NYLON BRUSH CAI DIM - Dimension VHP Dimension Service AIR FILTER FIRE RETARDANT 17 X 5W X CAI DIM - Dimension VHP Dimension Service TUFOIL FOR ENGS OR ENGS O CAI DIM - Dimension VHP Dimension Service FILTER THERMAL CHAMBER O CAI DIM - Dimension VHP Dimension Service O-RING.315 X.075 O CAI DIM - Dimension VHP Dimension Service SAMPLE DRAIN BRUSH (PKG of 6) CAI DIM - Dimension VHP Dimension Service CPLG BODY 1/4 FLOW CAI DIM - Dimension VHP Dimension Service CPLG INSRT 1/4 FLOW CAI DIM - Dimension VHP Dimension Service CPLG INSRT 1/8 FLOW CAI DIM - Dimension VHP Dimension Service CPLG BODY 1/8 FLOW CAI DIM - Dimension VHP Dimension Service TIBING 3/8 O CAI DIM - Dimension VHP Dimension Service CABLE CLAMP.25 IN DIAM O CAI DIM - Dimension VHP Dimension Service CABLE CLAMP.375 IN DIAM O Page 92 of 208

93 CAI DIM - Dimension VHP Dimension Service CA TIE LOCKING NYLON BLK 3.9LG GEN CAI DIM - Dimension VHP Dimension Service TUFOIL LITENG GREASE CAI DIM - Dimension VHP Dimension Service THRML CHAMBR FLTR 12 CAI DIM - Dimension VHP Dimension Service SEAL/X PUMP CAI DIM - Dimension VHP Dimension Service KRYTROX GREASE CAI DIM - Dimension VHP Dimension Service D923A DIAPHRAGM NOZZLE (3/PK)O CAI DIM - Dimension VHP Dimension Service D924A CUVETTE WINDOW (5/P CAI DIM - Dimension VHP Dimension Service REAGENT PROBE TIP(2) CAI DIM - Dimension VHP Dimension Service TUBING ROLL FT O CAI DIM - Dimension VHP Dimension Service TUBING ROLL 1/8 ALATHON O CAI DIM - Dimension VHP Dimension Service TUBING ROLL 1/8 TYGOT HANE O CAI DIM - Dimension VHP Dimension Service TUBING RL 1/16 (10 FT) O CAI DIM - Dimension VHP Dimension Service TUBING ROLL 3/32 TYGON O CAI DIM - Dimension VHP Dimension Service SCREW SHLDR SYRINGE MTG O CAI DIM - Dimension VHP Dimension Service INV TUBING CLAMP (PKG 5) O CAI DIM - Dimension VHP Dimension Service FUSE (5) CAI DIM - Dimension VHP Dimension Service DUAL PROBE TUBING CAI DIM - Dimension VHP Dimension Service WASH PROBE (PKG=4) CAI DIM - Dimension VHP Dimension Service HM BOTTLES TUBING HARNESS ASSY CAI DIM - Dimension VHP Dimension Service H/M MISC TUBING KIT Page 93 of 208

94 CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service ASSY TUBING WASTE HM 12.5A 250V FUSE KIT (PKG 5) O REAGNT ARM TBNG CLIP.5 AMP 250V FUSE (PKG OF 5) O 1.6 AMP 250V FUSE (PKG OF 5) O 6.3AMP 250V FUSE (PKG OF 5) O SAMPLE PROBE TIPS (PKG=3 WATER BOTTLE VENT FILTER O SYRINGE TIP 100UL (3) O SYRINGE TIP 500UL (3) O ASSY PLUNGER TIP 2500UL SILICON LUBRICANT - KLOEH O 100 UL KLOEHN SYRINGE O 500 UL KLOEHN SYRINGE O 2500 UL KLOEHN SYRINGE O MDA-15 FUSE (PKG 15) 2 AMP FUSE KIT-QTY 5 FLEXIBLE CTS CONDUIT SAMPLE TUBING RXL O Page 94 of 208

95 CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service CAI DIM - Dimension VHP Dimension Service WASH STATION TUBG O REAGENT PROBE TUBG O WASTE TUBING ASSY 20 AMP FUSES PKG=5 O R2 REAGENT TUBING O U-SEAL CUTOUT SWITCH LOAD MODULE-RMS ONLINE ASSY TUBING WATER R3 PROBE ASSEMBLY PUMP TUBING KIT X1 ROTARY VALVE TUBE ASSY TUBING X3 IND IMT TUBING KEYBOARD OVERLAY NON-HM Page 95 of 208

96 Atellica Item: Chemsitry Consumables CH Customer Parts ATTACHMENT C Customer Replaceable Parts SMN Customer Orderable Estimated Annual Total Expense Frequency of Rear Fan Filter Yes included IMT Peristaltic Tubing Yes included Dilution Mixer Impeller Yes included Washer Triple Probe Yes included Washer Single Probe Yes included Reaction Mixer Impeller Yes included Reagent Probes Yes included Dilution/Sample Probes Yes included SP LAMP ASSY HALOGEN BULB included IM Consumbables Filter, Air Intake Yes included Probe, Reagent Yes included Probe, Aspirate Yes included Probe, Waste Yes included Sample Handler O-Ring 0.143ID x 0.13W EPDM Gripper Yes included Attachement F Page 1 of 1 Last Printed: 2/28/2018 Page 96 of 208

97 Attachment D Part Nr Name Patient Volumes Tests per kit Price per test Price Per Kit Nr of Tests needed per year to run tests Qty AAT - Atellica CH - RGT - 2 x 180 Tests $1.29 $ Haptoglobin - Atellica CH - RGT - 2 x $3.30 $ IgE Total - Atellica IM - RGT - 50 Tests $1.34 $ Toxoplasma M IgM - Atellica IM - RGT $2.35 $ Toxoplasma G IgG - Atellica IM - RGT $1.18 $ Estradiol - Atellica IM - RGT Tests $0.97 $ Myoglobin - Atellica IM - RGT - 50 Tests $1.19 $ Progesterone - Atellica IM - RGT Tests $2.08 $ PSA Free - DIMENSION - RGT tests $0.97 $ Cost for year This information has been redacted because it is confidential and proprietary APW1 2PK - Atellica IM - CONS - 2 x 25 ml 14 $ Acid / Base - Atellica IM - CONS - 2 x 1500 ml 8 $ CAL 30 2PK - Atellica IM - CAL - 2 x 2 x 2 ml 9 $ CAL 80 2PK - Atellica IM - CAL - 2 x 2 x 2 ml 4 $ CAL E 2PK - Atellica IM - CAL - 2 x 2 x 2 ml 14 $ CAL U 2PK - Atellica IM - CAL - 2 x 2 x 2 ml 13 $ Check - DIMENSION - CONS - 8 Flexe 23 $ Chemistry Wash - DIMENSION - CONS - 12 $0.00 1x1,7 Liter Cleaner - Atellica CH - CONS - 2 x 1.5 L 84 $ Cleaner - Atellica IM - CONS - 2 x 1.5L 104 $ Conditioner - Atellica CH - CONS - 2 x 1.5 L 7 $ Cup Small - DIMENSION - CONS $0.00 Pieces Cup/Lid - DIMENSION - CONS Pieces 3 $ Cuvette Cartridge - DIMENSION - CONS - 1 Cartridge 1 $0.00 Page 97 of 208

98 Cuvettes - CENTAUR - CONS Pieces 14 $ Diluent - Atellica CH - CONS - 2 x 1.5 L 105 $ Dilution Ring Segment - Atellica CH - CONS - 4 $ segs x 23 cuvettes HM Reaction Vessel - DIMENSION - CONS 1 $ LSP CAL - Atellica CH - CAL - 6 levels x 1 ml 24 $ Lamp Coolant - Atellica CH - CONS - 1 x $0.00 ml Multi-Diluent 10 2PK - Atellica IM - CONS - 2 x 7 $ ml Multi-Diluent 3 2PK - Atellica IM - CONS - 2 x 5 7 $0.00 ml PSA Total/Free - DIMENSION - CAL - 3 $0.00 2x6x2mL Paper - DIMENSION - CONS - 4 Rolls 1 $ Probe Cleaner - DIMENSION - CONS - 18 $0.00 1x500mL Reaction Ring Segment - Atellica CH - CONS - 12 $ segments x 17 cuvettes Rgt Probe Cleaner 1 - Atellica CH - CONS - 4 x 11 $ ml Rgt Probe Cleaner 2 - Atellica CH - CONS $0.00 X 45 ml Rgt Probe Cleaner 4 - Atellica CH - CONS - 4 x 3 $ ml Sample Diluent - DIMENSION - CON - 1 Pack 4 $ Sample Probe Cleaner - DIMENSION - CONS - 12 $0.00 1x1 Liter Sample Tips - CENTAUR - CONS $0.00 Pieces Toxo G QC KIT - Atellica IM - CTL - 2 x 2 x 2,7 8 $0.00 ml Toxo M QC KIT - Atellica IM - CTL - 2 x 2 x 1,5 14 $0.00 ml Wash - Atellica CH - CONS - 2 x 1.5L 7 $ Wash 1 - Atellica IM - CONS - 1 x 3000 ml 11 $0.00 Page 98 of 208

99 Water ACAIV/V DIM DIMENSION - 16 $0.00 CONS - 4x3,5 Liter Water Bath Additive - Atellica CH - CONS - 4 x 2 $ ml ee2 DIL 2PK - Atellica IM - CONS - 2 x 5 ml 7 $ tige DIL 2PK - Atellica IM - CONS - 2 x 5 ml 7 $0.00 Page 99 of 208

100 ATTACHMENT E UNIVERSITY MEDICAL CENTER LAS VEGAS, NV ATELLICA Application Implementation Process Siemens Healthineers will provide a TAS (Technical Applications Specialist) to work with the laboratory for a 4-6 week period*. (*will vary according to # systems) TASKS PERFORMED Schedule the trained Primary Operator to work exclusively with the TAS for all aspects of the installation except for on-site secondary operator training. Calibrate test menu agreed upon Carryover Study will be performed on the Chemistry side Perform linearity study and Analytical Measurement Range verification (AMR). Siemens calibrators or product provided by laboratory is used to define the AMR. Perform N=10 for each test within-run precision study. Commercial Controls (2 levels) available from the Laboratory are run to demonstrate proper system performance. Perform Up to 40 sample correlations for each test method. Fresh samples (natural, spiked or diluted) are processed on the Atellica Analyzer as the laboratory processes them, using the existing method the same day. Samples should cover as much of the AMR as possible. All data will be processed and entered on a jump drive for the lab, or sent to customer via . Page 100 of 208

101 ATTACHMENT F SIEMENS UPTIME GUARANTEE Chemistry Agreement, #1109 Siemens Healthcare Diagnostics, Inc. will offer a 98% uptime performance guarantee for the proposed Instruments. This guarantee is strictly limited to electrical and mechanical hardware failure, which requires a Siemens Field Service Engineer (FSE) to perform on site repairs or to adjust the unit to functional specifications. This agreement excludes operator replaceable maintenance parts and supplies as well as reagents and consumables. Downtime is defined as the time period when the equipment as a system produces no patient test results due to breakdown, performance of repairs, or failure to perform to specifications. The period of hard downtime is measured from initial notification to Technical Solutions Center (TSC), until the equipment is returned to the designated Lab representative properly functioning and ready for use. Routine preventive maintenance, scheduled hardware or software upgrade and environmental failures (i.e. air conditioning or power loss) shall not be considered downtime. Occurrences caused by accidents or disasters, which shall include, but not be limited to, fire, flood water, wind, lightning, earthquake, and termination of or surge in electric current, or the use of supplies, disposables, consumables or reagents other than those expressly recommended by the Equipment manufacturer shall not be considered downtime. Uptime will be calculated for each annual period by dividing the sum of available hours less downtime hours by the total number of hours available. Available hours are based on 24 hours per day and 7 days per week. If Business Hours service contract coverage (8 am to 5 pm, Monday Friday) is selected, the available hours will be based on 9 hours per day, 5 days per week. Downtime, as defined above, will likewise be adjusted for this time period. For any requested onsite service or part delivery outside the service contract period, the customer must agree to provide a purchase order. The percent of instrument uptime will be calculated only upon dispute. The uptime guarantee shall only apply in the event that the customer maintains an ongoing Siemens Top 1, Top 2 or Plus Service Maintenance Contract for their instrument after warranty. All Standard Terms and Conditions as stated in the Service Agreement shall apply, including exclusions for the delivery of field service. The uptime guarantee will remain in effect for the term of the Agreement. This agreement shall only apply in the event that the customer maintains and operates the equipment in accordance with the manufacturers specifications and the applicable operating manual; and relates to equipment problems that are not the direct or indirect result of misuse or neglect. Official documentation for the uptime performance guarantee will be the Electronic Service Report (ESR), which is reviewed and signed by the FSE and a laboratory person at the conclusion of each repair. Page 101 of 208

102 Penalty. Siemens agrees with the following; 1% below guarantee, Siemens will provide a 3 week extension of the Purchaser s current Service Agreement. 2% below guarantee, Siemens will provide a 6 week extension of the Purchaser s current Service Agreement. 3% below guarantee, Siemens will provide a 9 week extension of the Purchaser s current Service Agreement. For each 1% below 3% guarantee, Siemens will provide a 3 month extension of the Purchaser s Service Agreement. Page 102 of 208

103 Healthcare Design Construction Services Proposal No a April 12, 2018 EXHIBIT G UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA 1800 W CHARLESTON BLVD LAS VEGAS, NV RE: Construction site modifications for the installation of Aptio Automation medical equipment by Siemens Medical Solutions USA, Inc. ( Siemens ) (the parent company of Siemens Healthcare Diagnostics Inc.) at the University Medical Center of Southern Nevada ( Client ). Dear UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA: This Scope of Work was developed by Siemens after a site visit was performed. Site-specific drawings will be produced upon receipt of your purchase order. Equipment requirements were based on a set of Siemens system drawings. Please review the attachments listed below: Scope of Work Siemens typical drawing # _DAC_V2-Model (Aptio Automation Spec Packet) Client General Conditions for Construction Siemens is pleased to present the construction proposal base price of $239, (two hundred thirty-nine thousand six hundred thirty dollars and zero cents) which includes only those items outlined in the attached Scope of Work. Siemens warrants that construction costs for this project will not exceed $240,000. This price is based on our knowledge of the equipment and the enclosed Scope of Work. Any additions or deletions to the Scope of Work will be presented as a Change Order to the contract. This quotation is valid for 120 days from the date of this letter. Please be advised that the enclosed Scope of Work represents the confidential information of Siemens (collectively, the "Confidential Information") and is subject to the Nevada Public Records Act ( NRS 239 ). You may not copy, reproduce, distribute, disclose, summarize or disseminate in any way or form any of the Confidential Information except to your own employees who have a reasonable need to know the Confidential Information for purposes of evaluating Siemens' proposal, and who are advised as to the confidential and proprietary nature of the Confidential Information and the restrictions on use or unless otherwise required under NRS 239. You may use the Confidential Information solely for the purpose of evaluating Siemens' proposal to provide the services outlined in the Scope of Work, and you shall treat the 110 Macalyson Court ph. Cary, NC of fax Page 103 of 208

104 Healthcare Design Construction Services Proposal No a Confidential Information with the same degree of care to avoid disclosure to any third party as is used with respect to your own information of like importance which is to be kept secret. To acknowledge your understanding of the Scope of Work, and the terms set forth in this letter as well as your acceptance of the Client General Conditions for Construction, please sign the last page of this document and return originals along with your purchase order to Siemens Design and Construction Services at the address indicated below. Siemens thanks you for this opportunity and looks forward to completion of a successful project. Sincerely, Robert Hamm, PMP Director, Design Construction Services Siemens Medical Solutions USA, Inc. 110 Macalyson Court ph. Cary, NC of fax Page 104 of 208

105 Healthcare Design Construction Services Proposal No a Scope of Work The following Scope of Work detailed in Siemens Proposal No a, dated, March 14, 2018, defines the construction to facilitate the installation of a Siemens Aptio Automation located in the Blood Lab at University Medical Center Las Vegas. It is based on the Siemens Aptio Automation Master Equipment and Products Agreement associated with Quote #1-J9BN44-6 ( Contract ) and a site visit on 10/24/2017. This project involves modifications to the existing Blood Lab to accommodate new automation medical equipment. This includes only constructive services associated with the lab renovation: selective demolition, paint, plumbing and electrical. This proposal assumes that the current power, plumbing, HVAC and fire protection installations are adequate to support the new equipment. All bidding has been done in accordance with the Siemens Contract and based on site visits made to the facility. Division 0: Special Sections 1. Architectural and Engineering Design 1.1. Architectural and M.E.P. engineering fees are included Permit fees are included. Contractor will acquire all applicable construction permits Maintain as-built field drawings depicting red lined field changes Provide three (3) sets of final construction (non-bid) documents. 2. Preliminary Design and Construction Duration 2.1. Design: 6 weeks 2.2. Drawing Approval: 2 weeks (estimated) 2.3. Permitting: 2 weeks (estimated) 2.4. Construction: 6 weeks Division 1: General Requirements 1. The summary of work includes all general trade work, mechanical work, and project management needed for the renovation of the medical equipment suite. 2. Provide full time construction superintendent. 3. Provide general liability insurance. Builders All-Risk insurance is excluded. 4. Provide transportation, handling, storage and protection for all contractor provided construction materials and equipment. 5. All construction is to be performed in one phase during normal working hours from 5:30 a.m. to 5:30 p.m. Off-hours premium time is included for noise abatement and utility shutdowns only. Weekend work or overtime is excluded. 6. Any item(s) to be salvaged by the owner are to be removed by the owner from the site before construction begins. 7. The owner is to provide clear, unrestricted access from the loading dock to the construction site for contractor material deliveries. 8. The use of owner s facilities and utilities shall be permitted during construction. 9. Use of onsite parking is on a first come first serve basis. 10. Provide for daily broom cleaning of the job site and debris removal and appropriate disposal. 110 Macalyson Court ph. Cary, NC of fax Page 105 of 208

106 Healthcare Design Construction Services Proposal No a 11. Contractor to provide dumpsters for disposal of construction debris and materials. Division 1: General Requirements (continued) 12. Final construction cleaning is included. Final clinical cleaning or waxing of floors is excluded. 13. Infectious control standards shall comply with owner s standards. 14. Comply with utility interruption policies. 15. Comply with orientation and clearance programs. 16. Comply with OSHA requirements. 17. Maintain an up to date copy of construction documents with redlined as built conditions. 18. Payment and performance bonds are excluded. 19. Taxes are excluded. 20. Close out documents will be presented at project completion upon receipt of owner signed substantial completion form. Division 2: Site Work Division 3: Concrete Division 4: Masonry NA NA Division 5: Metals 1. Seismic anchoring is excluded. Division 6: Wood and Plastics Division 7: Thermal and Moisture Protection Division 8: Doors, Frames, Hardware and Windows NA NA Division 9: Finishes 1. Provide replacement of ceiling tiles damaged by our work. Ceiling tiles to match existing as closely possible. 2. Wall coverings are excluded. Division 10: Specialties Division 11: Equipment Division 12: Furnishings Division 13: Special Construction Division 14: Conveying Systems NA NA NA NA NA 110 Macalyson Court ph. Cary, NC of fax Page 106 of 208

107 Healthcare Design Construction Services Proposal No a Division 21: Fire Suppression 1. Work associated with fire systems is excluded. Division 22: Plumbing 1. Furnish and install ¾ copper air line from new air compressor to track location. Compressor supplied by others. 2. Furnish and install shut off valve and gauge in equipment room. 3. Provide hook up of new air compressor. Compressor supplied by others. 4. Furnish and install ½ OD stainless steel supply and return lines for De-Ionized water from existing water tank to track location. Existing de-ionized water tank and supply to be utilized for this application. 5. Furnish and install pressure gauge for De-Ionized water. 6. Furnish and install drain lines from equipment to existing floor sinks. 7. Provide temporary air and water to devices while existing track and equipment is dismantled and removed. 8. Work associated with Medical Gases is excluded. Division 23: Heat, Ventilating, and Air Conditioning 1. Utilize the existing HVAC as is. 2. Modifications, additions, servicing, repairs, rebalancing or warranty of existing HVAC systems except for those specifically stated in this proposal are excluded. 3. Work associated with existing energy management controls (if any) is excluded. Division 26: Electrical 1. Furnish and install three (3) 60Amp 3-phase breakers at existing electrical sub-panels. 2. Furnish and install power to one (1) 60Amp UPS. This includes conduit, wiring and terminations. UPS are supplied by others. 3. Furnish and install power to one (1) 208V transformers. This includes conduit, wiring and terminations. Transformers supplied by others. 4. Furnish and install power to new 45Amp air compressor. This includes conduit, wiring and terminations. Compressor supplied by others. 5. Furnish and install power to CS510, Centaur, Sysmex and Aptio. This includes conduit, wiring and terminations. All equipment supplied by others. 6. Provide temporary power to devices while existing track and equipment is dismantled and removed. 7. Additional dedicated circuits and outlets not shown on the plans are excluded. 8. An in depth analysis of the quality, capacity or availability of existing building power and grounding, is excluded. 9. Existing building power or grounding upgrade is excluded. 10. The remaining existing lighting, switching, dimming, convenience outlets, etc. are deemed to be adequate and will be left in their present location and current condition. 110 Macalyson Court ph. Cary, NC of fax Page 107 of 208

108 Healthcare Design Construction Services Proposal No a Division 26: Electrical (continued) 11. Work associated with installing power conditioning or surge suppression equipment is excluded. Division 27: Communications 1. Furnish and install data lines to Command Center and CentraLink. This includes conduit, wiring and terminations. 2. Work associated with telephone, intercom, nurse call, code blue, PA or CCTV systems is excluded Division 28: Electronic Safety and Security 1. Work associated with security or alarm systems is excluded. Division 31: Earthwork Division 32: Exterior Improvements Division 33: Utilities Division 34: Transportation NA NA NA NA Exclusions: The following items are specifically excluded from our Proposal: 1. Work in an environment where there is possible contamination by the presence, removal, or encapsulation of hazardous material(s). 2. Mold, asbestos or hazardous material survey(s), removal or abatement of any kind. 3. Work associated with the removal or relocation of concealed or hidden installations and/or any effects to the project schedule. 4. Upgrades associated with ADA or code requirements (if any) outside this construction area are excluded. 5. Any other item(s) not specifically mentioned or otherwise included in this Proposal. 110 Macalyson Court ph. Cary, NC of fax Page 108 of 208

109 Healthcare Design Construction Services Proposal No a Siemens Preliminary Drawing Drawing extract taken from Siemens drawing # _DAC_V2-Model. 110 Macalyson Court ph. Cary, NC of fax Page 109 of 208

110 Healthcare Design Construction Services Proposal No a Standard Form of Agreement Between Siemens Medical Solutions USA, Inc. the parent company of Siemens Healthcare Diagnostics Inc. ( Siemens ) and the University Medical Center of Southern Nevada ( Client ) Premises for the Installation of Medical Equipment DOCUMENT 00001A CLIENT GENERAL CONDITIONS FOR CONSTRUCTION GENERAL To facilitate the administration of the acquisition of Siemens Aptio Automation associated with Quote #1-J9BN44-6 ( Equipment ), modification of the Client s premises and installation of the Equipment ( Project ), the Client has requested that Siemens Medical Solutions USA, Inc. ( Siemens ) act as the Client s agent in obtaining the necessary services of licensed contractors, architects, engineers and consultants, as necessary, to modify the Client s premises for the installation of the Equipment. The Client acknowledges and agrees that Siemens is not licensed to perform architectural services and in no event shall anything contained herein require or be interpreted to require Siemens to perform any architectural services which would require such licensing. All architectural services relating to the Project shall be performed, respectively, by the Architect and necessary engineers, consultants and contractor retained by Siemens for the Project. Client agrees to perform all duties and furnish all information required of the Client in the contracts between Siemens and architects, engineers, consultants and contractors that are incorporated into this contract. The Client is to sign a copy of the Equipment documents/architectural and engineering documents as an indication of Client s acceptance of those documents and notice to proceed with the construction and the delivery and installation of the Equipment. CLIENT RESPONSIBILITIES The Client shall designate a representative authorized to act on the Client s behalf with respect to the Project. The Client or such authorized representative shall render decisions in a timely manner in order to avoid unreasonable delays in the orderly and sequential progress of the design and construction of the Project. The Client shall furnish information, including as-built drawings, plans and specifications describing physical the characteristics of the Project premises ( As-build documents ). As-build documents can be provided by Siemens as extra services and billed to the Client. 110 Macalyson Court ph. Cary, NC of fax Page 110 of 208

111 Healthcare Design Construction Services Proposal No a Except for the permits obtained by Siemens as set forth in the Scope of Work, the Client shall, prior to any work promptly obtain all necessary easements, zoning variances, permits (with the assistance of Siemens, the architect and the contractor, as necessary), approvals, legal authorizations, and other State and local approvals required for the completion of the Project, and shall pay all cost and expenses associated therewith. Where applicable, the Client shall furnish surveys describing physical characteristics, legal limitations and utility locations for the Project site, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements, and adjoining property and structures; adjacent drainage; right-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings other improvements and trees; and information concerning available utility service lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. The above information can be provided by Siemens, as extra services and billed to the Client. Where applicable, the Client shall furnish and pay for the services of all necessary geotechnical engineers when such services are stipulated or deemed reasonably necessary. Such services may include, but are not limited to, test borings, test pits, determinations of soil bearing values, percolation test, evaluations of hazardous materials, ground corrosion and resistively test, and necessary operations for anticipation subsoil conditions. The services of geotechnical engineer(s) or other consultants shall include preparation and submission of all appropriate reports and professional recommendations. The Client shall disclose, to the extent known, the results and reports of prior tests, inspections or investigation conducted for the Project or otherwise with respect to the Project site or which may otherwise affect the Project, involving the following: structural or mechanical systems; chemical, air and water pollution; hazardous materials; or other environmental and subsurface conditions. The Client must identify all hazardous materials (including, but not limited to, asbestos) and provide abatement at the expense of the Client prior to the commencement of any construction. Any cost associated with delays in the Project schedule resulting from hazardous material surveys and abatement programs shall be borne by the Client. SIEMENS RESPONSIBILITIES A. It is understood that in the performance of the services herein provided for, Siemens shall be, and is, an independent Contractor, and is not an agent, representative or employee of Client and shall furnish such services in its own manner and method except as required by this Contract. Further, Siemens has and shall retain the right to exercise full control over the employment, direction, compensation and discharge of all persons employed or contracted by Siemens in the performance of the services hereunder. Siemens shall be solely responsible for, and shall indemnify, defend and hold Client harmless from all matters relating to the payment of Siemens' employees and/or contractors, including compliance with social security, withholding and all other wages, salaries, benefits, taxes, demands, and regulations of any nature whatsoever. 110 Macalyson Court ph. Cary, NC of fax Page 111 of 208

112 Healthcare Design Construction Services Proposal No a B. Siemens shall be responsible for maintaining safe working conditions during the performance of the Project and for conducting its obligations under this contract and at all times in such a manner as to avoid the risk of endangerment to health, bodily harm to persons, and damage to property. Siemens shall continually and diligently inspect all equipment, materials and work to discover any conditions which might involve such risks. Siemens shall furnish all safety equipment, supplies and instructions required for the work and enforce the proper use of such by its employees, agents, subcontractors and any and all sub-tier levels and suppliers. Siemens shall notify Client in writing of the name of their assigned employee responsible for safety and health including a twenty-four hour telephone number prior to commencement of work. Siemens shall comply with all requirements of Nevada Revised Statute Chapter 618, Occupational Safety and Health, Nevada Administrative Code Chapter 618 and have established an active Safety Program in accordance therewith. C. Siemens and its subcontractor acknowledge that Siemens has an obligation to ensure that public funds are not used to subsidize private discrimination. Siemens recognizes that if they or their subcontractors are found guilty by an appropriate authority of refusing to hire or do business with an individual or company due to reasons of race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, national origin, or any other protected status; Siemens may, during the performance of the Project, declare the contractor in breach of the Contract, terminate the Contract, and designate the contractor as non-responsible. D. Siemens acknowledges that contractor and any Subcontractors, agents or employees employed by contractor shall not, under any circumstances, be considered employees of Siemens or Client, and that they shall not be entitled to any of the benefits or rights afforded employees of Siemens or Client, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. Neither Siemens nor Client will provide or pay for any liability or medical insurance, retirement contributions or any other benefits for or on behalf of contractor or any of its officers, employees or other agents. E. Siemens shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Siemens, its principals, officers, employees, agents, Subcontractors and suppliers required to complete this Contract. In performing the specified services, contractor shall follow practices consistent with generally accepted professional and technical standards. F. It shall be the duty of Siemens to assure that all services performed as part of the Project are in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Siemens agrees that the services performed as part of the Project will not violate or infringe on any copyright or patent rights. Siemens shall, without additional compensation, correct or revise any errors or omissions in the services performed as part of the Project which are not in accordance with the representations and warranties provided in this 110 Macalyson Court ph. Cary, NC of fax Page 112 of 208

113 Healthcare Design Construction Services Proposal No a Agreement. Permitted or required approval by Siemens of any products or services furnished by contractor shall not in any way relieve the contractor of responsibility for the professional quality and technical accuracy and adequacy of its work. Siemens's review, approval, acceptance, or payment for any of contractor's services herein shall not be construed to operate as a waiver of any rights under this Contract or of any cause of action arising out of the performance of this Contract, and Siemens shall be and remain liable in accordance with the terms of this Contract and applicable law for all damages to Siemens caused by contractor's negligent performance or failures to perform under this Contract. G. Siemens shall appoint a qualified representative who will manage the performance of services, should this representative be unable to complete his or her responsibility for any reason, the contractor will immediately replace him or her with a qualified person and inform Siemens in writing. H. Upon making all payments as required under this contract, as built drawings and related specifications shall become and remains the property of Siemens. Copies of the drawings and specifications retained by Siemens may be utilized only for its use and for occupying and maintaining the project for which they were prepared, and not for construction of any other project. A copy of all materials, information and documents, whether finished, unfinished, or draft, developed, prepared, completed, or acquired by contractor during the performance of services for which it has been compensated under this Contract, shall be delivered to Siemens's representative upon completion or termination of this Contract, whichever occurs first. Siemens shall have the right to reproduce, for its internal purposes only, all non-copy write protected documentation supplied pursuant to this Contract. Notwithstanding the foregoing, however, Siemens shall continue to own the underlying, generic design concepts set forth in the as built drawings, including architectural details and system arrangements. Siemens will not use, reproduce and make derivative works from the underlying, generic design concepts set forth in the as built drawings. H. Siemens agrees that, during the performance of the Project, a Siemens-designated representative will be made available for communications with Siemens at such reasonable times with advance notice as to not conflict with their other responsibilities. I. The rights and remedies of Siemens provided for under this section are in addition to any other rights and remedies provided by law or under other sections of this Contract. TIME If Siemens is delayed at any time in the progress of the work by the Client, Client s employees or agents, or separate contractors employed by the Client, or by changes in the work, or labor disputes, fire, adverse weather conditions not reasonably anticipated, unavoidable casualties or other causes beyond the contractor s or Siemens reasonable control, or by delay authorized by the Client and agreed to by Siemens and the contractor, then the Contract Time is to be extended by Change Order 110 Macalyson Court ph. Cary, NC of fax Page 113 of 208

114 Healthcare Design Construction Services Proposal No a CHANGE ORDERS Change Order pricing will include a 15% overhead markup to cover insurance, project management time, processing, bookkeeping and other costs of providing this service. Change Orders for this project shall not exceed a total of $370. CHANGES IN WORK To the extent that it is consistent with applicable terms or policies of insurance, the Client and Siemens hereby waive any rights of subrogation against each other and the contractor, subcontractors, architect and other design professionals, and their respective agents and employees, for damages caused by fire or other perils. Siemens shall require similar waivers in favor of the Client and Siemens from the contractor and all subcontractors (any tier). Changes in the Work may be accomplished without invalidating this agreement. Changes will not commence until Client, contractor, and Siemens have reviewed and approved the effect such changes will have on the construction cost and schedule, and evidence such change by executing an AIA Change Order G701 document or similar document. The Client is not authorized to modify the Scope of the Work at any time without first having both the revised cost and construction schedule defined and agreed to by Siemens and the contractor. When the Client, Siemens and contractor agree upon the adjustments in the Contract Sum and Contract Time, such agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. The Client will pay all cost of additional work requested by the Client. CONCEALED CONDITIONS If conditions are encountered at the Project site which are subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents, or unknown physical condition of an unusual nature which differ naturally from those ordinarily found to exist and generally recognized as inherent in the construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other parties promptly before conditions are disturbed. The parties shall execute a Change Order equitably adjusting the Contract Sum and Contract Time for such concealed or unknown conditions. The Client will pay all cost associated with concealed conditions. WORK BY CLIENT The Client reserves the right to perform construction or operations related to the Project with the Client s own forces and to award separate contracts in connection with other portions of the Project or other construction or operations on the Project site under conditions of insurance and waiver of subrogation identical to Siemens. The Client shall be responsible for coordinating the work of its own forces and/or separate contractors with the Work of the contractor retained by Siemens for the Project. If delays occur by the use of Client forces or separate contractors, all deadlines under the construction documents will be extended for a period of time no less than the 110 Macalyson Court ph. Cary, NC of fax Page 114 of 208

115 Healthcare Design Construction Services Proposal No a period of the delay, and the Client will be responsible for all additional costs and expenses, including extended general condition costs associated with any such delays. COMPLETION OF THE PROJECT When the Work or designated portion thereof is substantially complete, the contractor will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, and warranty start date, the responsibilities of contractor, Siemens and the Client, and the time within which the contractor shall finish all items on the list accompanying the Certificate. The Certificate of Substantial Completion will be signed by the Client, Siemens and the contractor GOVERNING LAW; DISPUTE RESOLUTION This Agreement shall be governed by the laws of the Nevada, without regard to that state's choice of law principles. Claims, disputes or other matters in question between the parties shall be subject to and decided by mediation or arbitration. Such mediation shall be conducted in accordance with the Construction Industry Mediation or Arbitration Rules of the American Arbitration Association currently in effect. Prior to the institution or any arbitration proceeding, the parties shall endeavor to settle disputes by mediation. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any Nevada state or federal court having jurisdiction thereof. INDEMNIFICATION Siemens hereby indemnifies and shall defend and hold harmless Client, its officers, employees, and agents from and against any and all third party suits, actions, legal or administrative proceedings, claims, demands, for personal injury (including death) or damage to tangible personal property and the resulting direct, actual and reasonable damages, liabilities, interest, attorney's fees, costs and expenses arising from Siemens or its subcontractors (1) wrongful acts or omissions or (2) negligent acts or omissions, in connection with the performance of this Contract. In no event shall Siemens indemnity and hold harmless obligations apply to liability caused by the negligent or willful misconduct of the parties indemnified or held harmless. To the extent expressly authorized by Nevada law, Client shall indemnify and hold harmless Siemens, its officers, directors, employees and agents against all third party claims, losses, damages and expenses (including reasonable attorneys' fees) for bodily injuries and damages to real and tangible personal property to the extent arising or resulting from the negligence or misconduct of Client, its directors, officers, employees and agents. The obligations of indemnity shall survive the expiration or termination of the Agreement. USE OF DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS The Drawings, Specifications and other documents prepared by the architect for this Project are instruments of services for use solely with respect the this Project and shall not be used by the 110 Macalyson Court ph. Cary, NC of fax Page 115 of 208

116 Healthcare Design Construction Services Proposal No a Client or others on other projects, for additions to this Project or for completion of the Project by others, except by agreement in writing and with appropriate compensation to the architect. RESPONSIBILITY FOR CONSTRUCTION COST Evaluations of the Client's project budget and preliminary estimates of Construction Cost prepared by Siemens and/or its consultants represent Siemens and/or its consultants best judgment. It is recognized, however, that neither Siemens and/or its consultants nor the Client has control over the cost of labor, materials or equipment, over the contractor's methods of determining bid prices or over competitive bidding, market conditions or negotiation condition. Accordingly, Siemens cannot and does not warrant or represent that actual bids or negotiated prices will not vary from the Client's budget or from any estimate of Construction Cost prepared or agreed to by Siemens. WARRANTY Siemens warrants that the work will be performed in a professional manner consistent with industry practices and will conform to the requirements of this Contract, including the Scope of Work. The warranty period for work performed under this Contract is for one-year and starts at the issue of Certification of Substantial Completion. Any warranty claims during the warranty period for the Project will be directed to Siemens' Design and Construction team. Any medical Equipment manufactured by Siemens is not part of these construction warranties. All warranties for any part of the work, or any supplies utilized in completing the work, shall be transferred to the upon final completion payment. Siemens offers no specific warranties for work performed other than specific warranties agreed to by Siemens and its Subcontractors. SIEMENS MAKES NO OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, MERCHANTABILITY, OR FITNESS FOR ANY PURPOSE. Upon receipt of written notice from Client of any defect in any such service or labor during the applicable warranty period, Siemens agrees to correct such defect at a time acceptable to Client. LIMITATION OF LIABILITY In no event will either party be liable to the other for any lost profits, lost savings, lost revenues, loss of use, or for any special, indirect, incidental or consequential damages whether based on contract. Tort (including negligence), strict liability or any other theory of form of action, even if a party has been advised of the possibility thereof, arising out for or in connection with this agreement. INCONSISTENCIES In the event of any inconsistencies between the terms of this agreement and the Siemens Terms and Conditions of the Master Equipment and Products Agreement with respect to the Equipment, the terms of this agreement shall prevail. 110 Macalyson Court ph. Cary, NC of fax Page 116 of 208

117 Healthcare Design Construction Services Proposal No a SIEMENS SITE RESPONSIBILITIES A. Unless otherwise specifically provided in the Contract, Siemens shall not knowingly do any work that would disrupt or otherwise interfere with the operation of any pipeline, telephone, electric transmission line, ditch or other structure, nor enter upon lands in their natural state until approved by Client. Before Siemens begins such work, it shall give due notice to Client of its intention to start such work. B. Siemens shall not destroy or damage any cultivated and planted areas, and vegetation such as trees, plants, shrubs and grass on or adjacent to the premises, which, as determined by Client, do not unreasonably interfere with the performance of its work through operation of equipment or stockpiling of materials. All costs in connection with any repairs or restoration necessary or required by reason of any such damage by Siemens shall be borne by Siemens. C. Client reserves the right to permit access to the site by other contractors if necessary. Siemens shall co-operate and coordinate with Client as needed. CONSTRUCTION SAFETY A. General 1. Siemens shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. Siemens shall comply with all applicable laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the safety of persons or property or their protection from damage, injury or loss. 2. In an emergency affecting the safety of life or of the Work, Siemens shall follow the instructions of Client or Consulting Architect or Engineer and, in the absence of such instruction, shall act at its discretion to prevent such threatened loss or injury. B. Protection of Persons 1. Siemens shall take all reasonable precautions for the safety of all employees on the Work and all other persons who may be affected thereby. Siemens shall designate a responsible member of the Subcontractor at the Project site whose duty shall be prevention of accidents. 2. Except as otherwise stated in the Contract Documents, if Siemens encounters on the Project site material reasonably believed to be asbestos, lead, or polychlorinated biphenyl (PCB), that Siemens shall immediately stop work in the area affected and give notice to Client and any other appropriate entity of the condition. Work in the affected area shall not be resumed without written direction by Client. CLEANING UP A. Siemens shall, at all times, keep the work area in a neat, clean, and safe condition. Upon completion of any portion of the work, Siemens shall promptly remove all of its equipment, construction plant, temporary structures and surplus materials not to be used at or near the same location during later stages of work. Upon completion of the work and before final payment is 110 Macalyson Court ph. Cary, NC of fax Page 117 of 208

118 Healthcare Design Construction Services Proposal No a made, Siemens shall, at its expense, satisfactorily dispose of all plant, buildings, rubbish, unused materials, and other equipment and materials belonging to it or used in the performance of the work, and Siemens shall leave the premises and work site in a neat, clean, and safe condition. In the event of Siemens' failure to comply with the above requirements may be accomplished by Client at Siemens' expense. B. In the case of Public Works Off-Site Construction Reference to use of completed portions of the work, shall conform to Section 107 of the Uniform Standard Specifications for Public Works Construction, Off-Site Improvements, Clark County Area, Nevada, Third Edition, and revisions thereto. FIRE PREVENTION A. Siemens shall comply with all Federal, State, and local laws and regulations pertaining to burning, fire prevention, and control within or adjacent to the project. Necessary precautions to avoid and eliminate fire hazards on the worksite during the performance of the Project shall be the responsibility of Siemens. B. All tarpaulins used for any purpose during construction of any work shall be made of material resistant to fire, water, and weather and shall bear UL labels. Lighting of any fires on premises is strictly forbidden. C. Siemens shall provide portable fire extinguishers compatible with the hazard of each work area and shall instruct its personnel in their location and use. Wherever welding and burning are conducted, inflammable materials shall be protected and a fire watch shall be provided by Siemens to be present during the burning and welding operation to ensure that protective measures are taken and no fires result from such operation. The fire watch shall have fire extinguisher equipment readily available and must be knowledgeable regarding proper use. 110 Macalyson Court ph. Cary, NC of fax Page 118 of 208

119 Healthcare Design Construction Services Proposal No a BONDS A. Siemens shall furnish bonds covering the faithful performance of the Contract, payment of all obligations arising thereunder and a Guaranty Bond to take effect upon substantial completion of the project, utilizing the bond forms. Bonds may be secured through Siemen's usual sources, provided that the surety is authorized and licensed to do business in the State of Nevada. All bonds specified shall indicate the State of Nevada Insurance Division license number, the surety company name, address, telephone number, and include the appointed agent of record who issued the bond. Surety Bonds issued by an individual are not acceptable. B. Not later than ten (10) business days after Owner's written request for insurance, Siemens shall furnish contract bonds to the Owner's Contracts Management Department as follows: 1. Labor and Material Payment Bond in the amount of 100% of the Contract price. 2. Performance Bond in the amount of 100% of the Contract price. 3. Guaranty Bond in the amount of 100% of the Contract price. The Guaranty Bond will go into effect from the date of Notice of Substantial Completion. Award will become final after the Governing Body has authorized the award and Siemens has submitted its required bonds utilizing the Client's Bond forms. C. Form of Bonds 1. The bonds referred to herein shall be written on the Performance Bond, Labor and Material Payment Bond, and Guaranty Bond forms provided by Client. 2. Siemens shall require the attorney-in-fact who executes the required bonds on behalf of the surety to affix thereto a certified and current copy of his power of attorney. 3. Any Performance Bond, Labor and Material Payment Bond, or Guaranty Bond prepared by an appointed agent must provide their license number and the issuing state. 4. The bonds specified in this section must be issued by a certified surety which is listed in the Department of the Treasury, Fiscal Service, (Department Circular 570; Current Revision) companies holding certificates of authority as acceptable sureties on Federal Bonds and as acceptable reinsuring companies. ASSUMPTION OF RISK During performance of the Project Siemens assumes all risk of property loss or damage (including, without limitation, any loss or damage to the Equipment or any of the materials, tools and equipment used to accomplish the Project) and personal injury (including, without limitation any injury to Siemens employees and those of its subcontractors and material suppliers) arising from the (1) wrongful acts or omissions or (2) negligent acts or omissions of Siemens and its subcontractors. Siemens shall provide all risk insurance to cover work specified in this contract. 110 Macalyson Court ph. Cary, NC of fax Page 119 of 208

120 Healthcare Design Construction Services Proposal No a INSURANCE Siemens and/or its selected Subcontractor/Independent Contractors shall maintain through the contract term the insurance coverage required in Exhibit A, incorporated herein by this reference. Siemens shall comply with the terms and conditions set forth in Exhibit A The cost of the insurance coverage shall be included in the contract amount. Siemens must provide these within ten (10) business days from the date this Agreement is fully executed. Client will assess the liquidated damages for submission of incorrect documents that are not corrected and returned by the tenth business day. A. Insurance and surety companies issuing certificates of insurance and bonds must be licensed by the State of Nevada Insurance Division and certificates of insurance and bonds must be issued by an appointed producer of insurance pursuant to Nevada Revised Statute Chapter 683A. B. Siemens and/or its selected Subcontractor/Independent Contractors shall provide all submittals requested in this section within ten (10) business days. If Siemens and/or its selected Subcontractor/Independent Contractors do not provide the submittals on or before the tenth business day, or fail to keep the insurance policies in effect or allows them to lapse, Siemens and/or its selected Subcontractor/Independent Contractors will pay to the Client the amount of $ per day as liquidated damages. LICENSE A. Siemens and their Subcontractor/Independent Contractors must be qualified and properly licensed to perform the particular work pursuant to the provisions of the Nevada Revised Statutes Chapter Siemens, and their Subcontractor/Independent Contractors, shall comply with all provisions of Nevada Revised Statutes, Chapter 624, during the bidding phase and Nevada Administrative Code, Chapter 624, through completion of the project. 2. Siemens and their sub-contractors, shall comply with all provisions of Nevada B. Journeyman and Master Electrician and Plumbing Examination Program 1. All electricians providing supervision of electrical work on this project are required to possess a valid Clark County Development Services card appropriate to the scope of work being performed. The categories are Master Electrician and Journeyman Electrician, which have passed the International Code Council (ICC) Contractor Examination Services testing at www2.iccsafe.org or by calling All plumbers providing supervision of the plumbing work on this project are required to possess a valid Clark County Development Services card for the appropriate scope of work being performed. The categories are Master Plumber and Journeyman Plumber. Tests are administered by the Southern Nevada Board of Plumbing Examiners (SNBOPE) at or by calling Macalyson Court ph. Cary, NC of fax Page 120 of 208

121 Healthcare Design Construction Services Proposal No a 3. Siemens shall validate that their employee(s) or their Subcontractor's employee(s) providing supervision for the scope performed maintain current valid cards throughout the term of this Contract. Siemens agrees to provide within twenty-four (24) hours of a request by Client, proof of current and valid cards for individuals planned or performing the supervision identified herein. Should any of these supervising employee's cards expire, that employee shall be replaced immediately with another qualified valid cardholder without any additional cost to Client. 4. Siemens staff, including but not limited to, from Imaging Services, Plant Operations, Administration and/or their contracted staff will perform unscheduled site visits to validate that the workers performing the electrical and plumbing work are in compliance with these requirements. Employees found performing work without the proper proof of compliance (valid card) shall be immediately replaced as specified above without any additional cost or associated impacts to Siemens. EXHIBIT A, INSURANCE REQUIREMENTS AND FORMS 1. INSURANCE A Siemens and its Subcontractor/Independent Contractors agree, as a precondition to the performance of any work under this contract and as a precondition to any obligation of Client to make any payment under this contract, to provide Client with a work certificate and/or a certificate issued by an insurer qualified to underwrite workers' compensation insurance in the state of Nevada in accordance with Nevada Revised Statutes Chapters 616A through 616D, inclusive, whether or not Siemens and its Subcontractor/Independent Contractors have employees. B. Siemens and its Subcontractor/Independent Contractors agree to maintain required workers' compensation coverage throughout the entire term of the contract. If Siemens and its Subcontractor/Independent Contractors do not maintain coverage throughout the entire term of the contract, Siemens and its Subcontractor/Independent Contractors agree that Client may, at any time the coverage is not maintained by Siemens and its Subcontractor/Independent Contractors, order Siemens and its Subcontractor/Independent Contractors to stop work, assess liquidated damages as defined herein, suspend the contract, or terminate the contract. C. Siemens and its Subcontractor/Independent Contractors shall furnish not later than ten (10) business days after Client's written request for insurance, the insurance as indicated below. The certificates for each insurance policy shall be signed by a person authorized by that insurer and licensed by the State of Nevada. D. As a condition precedent to receiving payments, Siemens and its subcontractor/independent Contractors shall have on file with Client current certificates of insurance evidencing the required coverage. Insurance certificates for Client should contain the information shown on the sample certificates attached. 110 Macalyson Court ph. Cary, NC of fax Page 121 of 208

122 Healthcare Design Construction Services Proposal No a E. Each insurance company's rating as shown in the latest Best's Key Rating Guide shall be fully disclosed and entered on the required certificate of insurance. Owner requires insurance carriers to maintain a Best's Key Rating of A.VII or higher (i.e., A.VII, A.VIII, A.IX, AX, etc.). The adequacy of the insurance supplied by Siemens and its Subcontractor/Independent Contractors, including the rating and financial health of each insurance company providing coverage, is subject to the approval of Client. F. Siemens and its Subcontractor/Independent Contractors commercial general liability and automobile liability insurance policy shall be endorsed to recognize specifically Siemens and its Subcontractor/Independent Contractors contractual obligation of additional insured to Client. All policies must note that Client will be given 30-calendar days advance notice by certified mail "return receipt requested" of any policy changes, cancellations, or any erosion of insurance limits. Separate copies of additional insured endorsements are required and must be attached to any certificate of insurance. Policy number must be referenced on endorsement or the form number must be referenced on certificate. G. If aggregate limits are imposed on the insurance coverage, then the amount of such limits must not be less than $2,000,000 per occurrence or per accident. All aggregates must be fully disclosed and the amount entered on the required certificate of insurance. The "per occurrence" limits of insurance required herein must be maintained in full, irrespective of any erosion of aggregate. H. Siemens and its Subcontractor/Independent Contractors shall obtain and maintain, for the duration of the Contract or longer period if specified herein, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Siemens and its Subcontractor/Independent Contractors, it agents, representatives, employees or subcontractors of any tier. The cost of such insurance shall be included in the cost of this agreement. Siemens and its Subcontractor/Independent Contractors are required to obtain and maintain the following coverage: l. Commercial General Liability: Commercial General Liability, including Asbestos Abatement Liability coverage shall be on "occurrence" basis only and not "claims made." The coverage must be provided on either an ISO Commercial General Liability form or an ISO Broad Form Comprehensive General Liability (including a Broad Form CGL Endorsement) insurance form. Policies must contain a primary and non-contributory clause and must contain a waiver of subrogation endorsement. Any exceptions to coverage must be fully disclosed on the required certificates. If other than these forms are submitted as evidence of compliance, complete copies of such policy forms must be submitted to Client within ten (10) business days after Client's written request of insurance. Policies must include, but need not be limited to, coverage for bodily injury, property damage, personal injury, Broad Form property damage, premises and operations, severability of interest, products and completed operations, contractual and independent contractors Siemens and its Subcontractor/Independent Contractors shall maintain limits of no less than $1,000,000 combined single limit per occurrence for bodily injury (including death), personal injury and property damages. A separate copy of the waiver of subrogation endorsement must be provided. A separate copy of the additional insured 110 Macalyson Court ph. Cary, NC of fax Page 122 of 208

123 Healthcare Design Construction Services Proposal No a endorsement is required and must be provided for Commercial General Liability. Policy number must be referenced on endorsement or the form number must be referenced on certificate. J. Auto Liability: Auto Liability must provide coverage for claims for damage due to bodily injury or death of any person, or property damage arising out of the ownership, maintenance or use of any motor vehicles whether owned, hired or non-owned. Siemens and its Subcontractor/Independent Contractors shall maintain limits of no less than $1,000,000 combined single limit "per accident" for bodily injury and property damage. A separate copy of the additional insured endorsement is required and must be provided for Automobile Liability policies. Policy number must be referenced on endorsement or the form number must be referenced on certificate. K. If Siemens and its Subcontractor/Independent Contractors fails to maintain any of the insurance coverage required herein, then Client will have the option to declare Siemens and its Subcontractor/Independent Contractors in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order that the required coverage may be maintained. Siemens and its Subcontractor/Independent Contractors are responsible for any expenses paid by Client to maintain such insurance and Client may collect the same from Siemens and its Subcontractor/Independent Contractors or deduct the amount paid from any sums due to Siemens under the contract. L. The insurance requirements specified herein do not relieve Siemens and its Subcontractor/Independent Contractors of their responsibility or limit the amount of their liability to Client or other persons and Siemens and its Subcontractor/Independent Contractors are encouraged to purchase such additional insurance, as they deem necessary. M. Siemens and its Subcontractor/Independent Contractors are responsible for and must remedy all damage or loss to any property, including property of Client, caused in whole or in part by Siemens and its Subcontractor/Independent Contractors, any subcontractor or anyone employed, directed or supervised by Siemens. Siemens is responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the work. N. Siemens and its Subcontractor/Independent Contractors shall pay all premiums and costs of insurance. 110 Macalyson Court ph. Cary, NC of fax Page 123 of 208

124 Healthcare Design Construction Services Proposal No a O. Regardless of the coverage provided by any insurance policy, Siemens and its Subcontractor/Independent Contractors shall indemnify, defend and hold Client harmless from any and all claims, demands, actions, attorneys' fees, costs, and expenses based upon or arising out of any acts, errors, omissions, fault or negligence of Siemens and its Subcontractor/Independent Contractors or its principals, employees, subcontractors or other agents while performing services under this Contract. Siemens and its Subcontractor/Independent Contractors shall indemnify, defend and hold harmless Client and others specified from any attorney's fees or other costs of defense, even if the allegations of the claim are groundless, false or fraudulent. TO ACKNOWLEDGE YOUR AGREEMENT WITH THE INFORMATION SET FORTH HEREIN, PLEASE SIGN IN THE SPACE INDICATED BELOW AND PROMPTLY RETURN A COPY TO THE UNDERSIGNED SIEMENS MEDICAL SOLUTIONS USA, INC. CLIENT: Authorized Signature Printed Name Title Date Authorized Signature Printed Name Title Date SIEMENS MEDICAL SOLUTIONS USA, INC. Authorized Signature Printed Name Title Date 110 Macalyson Court ph. Cary, NC of fax Page 124 of 208

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128 Epic UMC Southern Nevada Boost March 19, 2018 Services Request to extend Andrew Wahl to the UMC Southern Nevada project as a Hospital Billing analyst from April 30, August 31, We are assuming 7 weeks of onsite support. We will reallocate budget from the current Enterprise Project (5856) to an existing new Boost Project (#7144) to track Andrew's support separately. Details Resolute Hospital Billing (includes Claims) Reallocate Install Budget from Enterprise Project 5856 Estimated Cost $107,900 -$107,900 Total Epic Services Estimate Estimated Epic Travel Expenses $10,000 Reallocate Travel Budget from Enterprise Project $10,000 $0 Total Estimated Epic Implementation and Travel Estimate $0 * Estimated Epic travel expenses are based on Epic's understanding of your current project timelines and plans and are subject to change. Actual charges are based on actual travel expenses incurred. ** This estimate does not include other services not specified above or any other amounts incurred by you related to the project, such as any hardware costs, costs for your organization's resources, outside consultant fees, costs related to staff turnover or delays, costs for your travel, etc. You understand that charges associated with this Service Request are in addition to any previous budget provided to you by Epic. Epic Signature: Sara Schmitt Date: 3/19/18 Acceptance Epic may subcontract the services to be provided under this Service Request to one or more subcontractors. If any services performed under this Service Request are not performed in a competent and workmanlike manner, then as your sole and exclusive remedy Epic or its subcontractor will re-perform those services in such manner at no additional charge to you. Any personnel specifically named above reflect Epic's current staffing intentions and are subject to change. Epic will seek to avoid replacing any such Epic personnel until the applicable services under this Service Request are complete. By signing below, you authorize performance of the services described above under the terms set forth in this Service Request and your Epic license and support agreement (the "Epic Agreement"). By signing below, you also agree that: (a) the amounts described above are estimates only and that you will pay for the actual services performed and expenses incurred under this Service Request in accordance with this Service Request and your Epic Agreement; (b) if there is a change in any personnel named above or in the scope of the services, costs and timelines may change and a new Service Request may be required; (c) actual hourly fees will be charged at Epic's then-current hourly rates, which may vary based on the services performed and the person performing the services, and such fees and rates are not subject to any locks, caps, ranges or other limitations on fees or rates in your Epic Agreement; and (d) except as otherwise provided in this Service Request, the terms of your Epic Agreement apply to this Service Request and nothing in this Service Request limits your responsibilities under your Epic Agreement. Your Epic Agreement and this Service Request are the entire agreement with respect to the services described above. This estimate and resource offer will expire if a signed copy is not returned to Epic by 4/20/18. Signature: Date: Print Name: Additional Information Application Start End Hrs/Week Budgeted Other Notes Resolute Hospital Billing (includes Claims) 4/30/18 8/31/18 40 Includes 7 trips Page 128 of 208

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131 AMENDMENT FIVE TO AGREEMENT FOR STAFF AUGMENTATION SERVICES This Amendment FIVE (hereafter AMENDMENT ) is made and entered into as of this day of April, 2018, by and between University Medical Center of Southern Nevada, a publicly owned and operated hospital created by virtue of Chapter 450 of the Nevada Revisd Statutes (hereinafter HOSPITAL ), and Optimum Healthcare IT, LLC (hereinafter COMPANY ). Terms not otherwise defined herein shall have the meaning set forth in the Agreement (as defined below). R E C I T A L S WHEREAS, HOSPITAL entered into an Agreement with COMPANY dated April 6, 2017 ( Agreement ) for certain staff augmentation services ( PROJECT ); WHEREAS, the parties entered into Amendment One to the Agreement on May 18, 2017, which provided additional staff augmentation services and funding for the PROJECT; WHEREAS, the parties entered into Amendment Two to the Agreement on July 26, 2017, which provided additional staff augmentation services and funding for the PROJECT; WHEREAS, the parties entered into Amendment Three to the Agreement on September 27, 2017, which provided additional staff augmentation services and funding for the PROJECT; WHEREAS, the parties entered into Amendment Four to the Agreement on November 14, 2017, which funded the PROJECT for additional staff augmentation services and travel expenses requested by HOSPITAL for one-hundred two (102) Epic At The Elbow ( ATE ) support staff for go-live; WHEREAS, both parties wish to further amend the Agreement with this Amendment Five in order to fund additional staff augmentation services and travel expenses requested by HOSPITAL for two (2) Epic application support staff for post go live initiatives on the One UMC system; and WHEREAS, COMPANY shall provide 780 additional hours for the Epic Hospital Billing staff for HOSPITAL as outlined in Exhibit A ( One UMC Post Go-Live Support ). NOW, THEREFORE, the HOSPITAL and COMPANY (collectively, the Parties ) agree as follows: 1. The first RECITALS statement in the Agreement shall be deleted in its entirety and replaced with the following: WHEREAS, COMPANY has the personnel and resources necessary to accomplish the PROJECT within the required schedule and with a budget allowance not to exceed $3,773,796.00, including all travel, lodging, meals and miscellaneous expenses, as further described herein; and 2. Section II.A.2 shall be deleted in its entirety and replaced with the following: It is expressly understood that the entire work defined in Exhibit A must be completed by COMPANY and it shall be COMPANY s responsibility to ensure that hours and tasks are properly budgeted so the entire PROJECT scope of the Agreement is completed within a budget allowance not to exceed $3,773, Section II.A.4 shall be deleted in its entirety and replaced with the following: HOSPITAL will pay COMPANY a total not to exceed $3,773, as defined below for the recruitment search of a minimum nine (9) CONSULTANTS and eight (8) Epic Credentialed Trainers: - One (1) Epic SBO Analyst for an estimated 490 $ per hour for $68, Page 131 of 208

132 - One (1) Epic Cadence Analyst for an estimated 160 $ per hour for $22, One (1) Epic ASAP Analyst for an estimated 1160 $ per hour for $162, One (1) Epic ClinDoc Analyst for an estimated 560 $ per hour for $78, Miscellaneous Support Staff for an estimated 660 $ per hour for $92, Eight (8) Epic Credentialed Trainers for an estimated 5760 $78.00 per hour for $449, Five (5) Epic TDR Staff for an estimated 50 hours per week (Not-to-Exceed 1000 $75.00 per hour for $75, One-hundred (100) Epic ATE Support Staff for an estimated 20,300 $72.00 per hour for $1,461, Two (2) Project Manager ( PM ) Staff (respectively, Activation PM and Associate Activation PM) for an estimated 850 $90.00 per hour for $76, One (1) Epic Real Time Eligibility Analyst for 260 $ per hour for $36, One (1) Epic Hospital Billing Analyst for for 520 $ per hour for $72, Travel and Expenses are required for this initiative, in an amount not to exceed total cost of $859,560.00, and which must be pre-approved by HOSPITAL, submitted for reimbursement of expenses incurred on HOSPITAL s behalf governed by UMCSN s Travel Policy as stated in Section XII.Q of this Agreement 4. The last sentence of Section XII.Q shall be deleted in its entirety and replaced with the following: Travel expenses shall not exceed $859, without prior written approval from HOSPITAL. 5. Exhibit A will have two pages added as an additional scope document labeled as One UMC Post Go-Live Support. 6. Notwithstanding the preceding, Amendment One, Section 4, the last bullet point shall be deleted in its entirety and replaced with the following: - Travel and Expenses are required for this initiative, in an amount not to exceed total cost of $859,560, and which must be pre-approved by HOSPITAL, submitted for reimbursement of expenses incurred on HOSPITAL s behalf governed by UMCSN s Travel Policy as stated in Section XII.Q of this Agreement 7. Notwithstanding the preceding, Amendment One, Section 5 shall be deleted in its entirety and replaced with the following: 5. The last sentence of Section XII.Q shall be deleted in its entirety and replaced with the following: Travel expenses shall not exceed $859,560without prior written approval from HOSPITAL. 8. Except as expressly amended in this Amendment, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the day and year first written above. HOSPITAL: University Medical Center of Southern Nevada COMPANY: Optimum Healthcare IT, LLC By: Mason VanHouweling, CEO By: Lydia Veal, CPA, COO Page 132 of 208

133 Date 4/10/2018 Date Page 133 of 208

134 EXHIBIT A SCOPE OF WORK OneUMC Post Go Live Support This Work Order is entered into effective this th day of April 2018 pursuant to the Master Service Agreement between Optimum Healthcare IT, LLC. (Optimum HIT) and University Medical Center of Southern Nevada ( UMC ) dated as of the 6 th day of April, 2017 (the Agreement ). This Work Order is subject to the terms and conditions stated in the Agreement. Scope of Work The services to be provided by Optimum under this Statement of Work (hereinafter sometimes referred to as the Project ), are as follows: B. Background Pursuant to our discussions, we understand that UMC is seeking to augment Epic application support staff for post go live initiatives on the OneUMC system. C. Project Scope and Approach Epic Hospital Billing and Epic Real Time Eligibility analyst resources to augment the OneUMC application team will work under the OneUMC leadership team. D. Client Responsibilities It is important that Client provide Optimum the following items as part of the proposed project: Contact information of persons involved with this project Access to the necessary resources from their IT and operational departments Access to information, related due diligence documentation, project plans, specifications and any items which are pertinent to the above scope of services Sign off upon completion of this project Consulting Optimum will assign a team of two Epic analysts to assist with this initiative. Once certified in Epic Hospital Billing and one certified in Epic Real Time Eligibility. Project Schedule Start date March 15, End Date June 15, Page 134 of 208

135 Professional Fees and Expense The services described in the foregoing Statement of Work shall be provided on a time and materials basis. Optimum will bill for UMC approved hours and expenses will be billed as actuals, following the UMC travel and expense policy. Hours Application Weeks Per Week Hourly Rate Total HB $ $72, RTE $ $36, Estimated Total $109, Other Terms and Conditions This Statement of Work states the entire agreement of the parties as to the subject matter hereof. This Statement of Work may only be modified in writing, signed by both parties. Acknowledged and accepted by client: University Medical Center of Southern Nevada By: SIGNATURE /Mason VanHouweling Chief Executive Officer DATE Acknowledged and accepted for Optimum Healthcare IT, LLC: By: COO 4/10/2018 SIGNATURE / Lydia Veal, CPA COO DATE Page 135 of 208

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147 SERVICE CODES BY FEE SCHEDULE Service ADA Fee Schedule Fee Schedule Code Code Description Fee Fee Schedule 1 - Residents Effective D0140 Emergency Appt $ Treatment Plan Initial Appt. $ USE 9450 $ Initial Exam-Charting $ % SCREE SCREENING $ D0120 Periodic Oral Evaluation $ % Defer Treatment $ D0140 Limited Oral Examination $ % D0150 Comprehensive Oral Examination $ % D0160 Detailed Extensive Oral Examination $ % D0170 Re-evaluation - limited, problem focused $ D0210 XRays - Full Mouth Series $ % D0220 XRAY - PA - First Film $ % D0230 XRAY - PA - Each Additional Film $ % D0240 XRAY - Occlusal - intraoral $ % D0250 Extraoral - First Film $ % D0260 Extraoral - Each Additional Film $ % D0270 XRAY 1 BW $ % D0272 XRAYS - 2 BW $ % D0274 XRAYS - 4BW $ % X-Ray - bwx - Add Film $ % D0277 Vertical Bitewings - 7 To 8 Films $ D0290 Post.\Ant.\Lateral Skull Survey Film $ % D0310 Sailography $ D0320 Temporomandibular Joint Arthrogram $ D0321 Other Temporomandibular Joint Films/rep $ D0322 Tomographic Survey $ % D0330 Panoramic Film $ % D0340 Cephalometric Film $ % D0350 Oral/Facial Images $ XRays - Full Mouth W/O BWX $ % D0415 Bacteriologic Studies\Pathologic Agents $ % D0425 Caries Susceptibility Tests $ % D0460 Pulp Vitality Tests $ % D0470 Diagnostic Casts $ % Diagnostic Photos $ % D0472 Add Tissue, Gross Exam, Prep. & Report $ D0473 Add Tissue, Gross/Micro Exam, Prep & Rpt $ D0474 Add Tissue, Gross/Micro Exam Assessment $ D0480 Cytologic Smears, Prep, & Report $ D0502 Other Oral Pathology Proc. By Report $ Emergency Exam, Extraction, Xray $ $ % D0999 Unspecified Diagnostic Procedure $0.00 $ D1110 Prophy - Adult $65.00 $ % D1120 Prophy Child $65.00 $ % D1200 Fluoride Tray $20.00 $ % D1201 USE $46.00 $ % D1203 Fluoride - Child $26.00 $ % D1204 Fluoride - Adult $22.00 $ D1205 USE $54.00 $ % D1310 Nutritional Counseling $20.00 $ % D1320 Tobacco Counseling On Oral Disease $0.00 $ D1330 Oral Hygiene Instruction $22.00 $ % D1351 Sealant-per tooth $26.00 $ % D1510 Space Maintainer-fixed-unilateral $ $ % Page 1 of 10 Page 147 of 208

148 SERVICE CODES BY FEE SCHEDULE Service ADA Fee Schedule Standard Percent Of Fee Schedule Code Code Description Fee Fee Standard Fee Fee Schedule 1 - Residents Effective D1515 Space Maintainer-fixed-bilateral $ $ % D1520 Space Maintainer-removable-unilateral $ $ % D1525 Space Maintainer-removable-bilateral $ $ % D1550 Recementation Of Space Maintainer $30.00 $ % D2140 Amalgam 1 Surface primary or permanent $70.00 $ % D2150 Amalgam 2 Surfaces primary or permanent $90.00 $ % D2160 Amalgam 3 Surfaces-primary or permanent $ $ % D2161 Amalgam 4+ Surfaces-primary or permanent $ $ % Silicate Cement - Per Restoration $0.00 $ D2330 Composite 1 Surface, anterior $74.00 $ % D2331 Composite 2 Surfaces, anterior $92.00 $ % D2332 Composite 3 Surfaces, anterior $ $ % D2335 Composite/incisal Angle/anterior/4 surf. $ $ % D2390 Composite - anterior(full coverage) $ $ % D2391 Composite -1 surf. posterior $80.00 $ % D2392 Composite - 2 surf. posterior $96.00 $ % D2393 Composite - 3 surf. posterior $ $ % D2394 Composite - 4 or more surf. post. $ $ % D2410 Gold Foil - One Surface $ $ % D2420 Gold Foil - Two Surfaces $ $ % D2430 Gold Foil - Three Surfaces $ $ % D2510 Inlay Metallic - 1 Surface $ $ % D2520 Inlay Metallic - 2 Surfaces $ $ % D2530 Inlay Metallic - 3+ Surfaces $ $ % D2542 Onlay Metallic - Two Surfaces $ $ % D2543 Onlay Metallic - 3 Surfaces $ $ % D2544 Onlay Metallic - 4+ Surfaces $ $ % D2610 Inlay-porcelain 1 Surface $ $ % D2620 Inlay-porcelain 2 Surfaces $ $ % D2630 Inlay-porcelain 3 Surfaces $ $ % D2642 Onlay Porcelain 2 Surfaces $ $ % D2643 Onlay Porcelain 3 Surfaces $ $ % D2644 Onlay Porcelain 4+ Surfaces $ $ % D2650 Inlay Comp\Resin - One Surface Lab $ $ D2651 Inlay Comp\Resin Two Surfaces Lab $0.00 $ D2652 Inlay Comp\Resin Three+ Surfaces Lab $0.00 $ D2662 Onlay Comp\Resin Two Surfaces Lab $0.00 $ D2663 Onlay Comp\Resin Three Surfaces Lab $0.00 $ D2664 Onlay Comp\Resin Four+ Sufaces Lab $0.00 $ Service Code $0.00 $ D2710 Crown - Resin (laboratory) $ $ D2740 Crown-porcelain/ceramic $ $ % D2750 Crown - Porcelain Fused to High Noble $ $ % Impression for crown $0.00 $ Amalgam crown - cuspal coverage $ $ % D2780 Crown - 3/4 Cast Gold $ $ % D2783 Crown - 3/4 Porcelain/Ceramic $ $ D2790 Crown - Cast High Noble $ $ % D2799 Crn provisional >6 mos $ $ % USE 2780 $ $ % D2910 INLAY RECEMENT $39.00 $ D2920 Crown recement $46.00 $ seat CROWN SEAT $0.00 $ Recement temporary $0.00 $ Crown/Restoration Adj. $0.00 $0.00 Page 2 of 10 Page 148 of 208

149 SERVICE CODES BY FEE SCHEDULE Service ADA Fee Schedule Standard Percent Of Fee Schedule Code Code Description Fee Fee Standard Fee Fee Schedule 1 - Residents Effective Recement Implant crn & abutment $ D2930 Crown SS - Primary $75.00 $ % D2931 Crown SS permanent $ $ % D2932 Crown resin prefab $ $ % D2933 Stainless St. Cr. W/Resin Window $ $ % D2940 Sedative filling $46.00 $ % D2950 Core buildup including pins $ $ % D2951 Pin retention per tooth $13.00 $ % D2952 Cast post/core $ $ % D2953 CAST POST EACH ADDITIONAL - SAME TOOTH $50.00 $ % D2954 Prefabricated post/core $ $ % D2955 Post Removal - Non-Endodontic $99.00 $ % D2957 Each additional prefab post - same tooth $0.00 $ D2960 Resin veneer - chairside $ $ % D2962 Veneer porc/ceramic $ $ % D2970 Temporary Crown $84.00 $ % D2980 Crown Repair By Report $0.00 $ D2999 Caries Control $41.00 $ % RTC ROOT CANAL TX - FINISH $0.00 $ D3110 Pulp Cap-Direct, Excluding Final Restor $33.00 $ % D3120 Pulp Cap-indirect $33.00 $ % D3220 Therapeutic Pulpotomy (excl. final rest) $ $ % D3221 Gross Pulpal Debridement, Primary&Perm. $70.00 $ D3230 Pulpal Therapy - Anterior Primary Tooth $75.00 $ % D3240 Pulpal Therapy - Posterior Primary Tooth $75.00 $ % D3310 Root Canal - anterior $ $ % D3320 Root Canal - bicuspid $ $ % D3330 Root Canal - molar $ $ % D3331 Non-Surgical Root Canal - Obstruction $46.00 $ % D3332 Incomplete Endodontic Therapy $ $ D3333 Internal Root Repair-Perforation Defects $ $ D3346 Root Canal - retreat - Anterior $ $ % D3347 Root Canal - retreat - Bicuspid $ $ % D3348 Root Canal - retreat - Molar $ $ % D3351 Apexification\recalcification-1st visit $ $ % D3352 Apexification\recalcification - cont tx $80.00 $ % D3410 Apicoectomy - anterior $ $ % D3421 Apicoectomy - bicuspid $ $ % D3425 Apicoectomy - 1st root $ $ % D3426 Apicoectomy - each additional root $ $ % D3430 Retrograde Filling - Per Root $ $ % D3450 Root Amp Per Root $ $ % D3470 Intentional Reimplantation -incl splint $ $ D3910 Surgical Proc/Isolation Of Tth W/Rub.Dam $ $ D3920 Hemisection $ $ % D3950 Canal Prep & Fitting Of Pref. Dowel/Post $68.00 $ Bleaching (Per Arch) take home tray $ $ % Bleaching - follow up $40.00 $ Bleaching(per arch) in-office -Zoom $ $ % Bleaching syringe - each $10.00 $ % D3999 Unspecified Endodontic Procedure By Repo $0.00 $ D4210 Gingivectomy/plasty quadrant $ $ % D4211 Gingivectomy/plasty /1-3 teeth $ $ % D4220 Gingival Curettage Per Quadrant $ $ % D0430 Ant.crn exposure - 4 or more $ $0.00 Page 3 of 10 Page 149 of 208

150 SERVICE CODES BY FEE SCHEDULE Service ADA Fee Schedule Standard Percent Of Fee Schedule Code Code Description Fee Fee Standard Fee Fee Schedule 1 - Residents Effective D4231 Anat.crn exposure - 1 to 3 teeth $ $ D4240 Gingival flap/4 + teeth/quad $ $ % D4241 Ging flap - RP /1-3 teeth $ $ % D4245 Apically Positioned Flap - phase 2 imp $ $ % D4249 Crown lengthening - hard tissue $ $ % use 4210 $ $ % D4260 Osseous surgery per quadrant $ $ % D4261 Osseous surgery 1-3 teeth $ $ % D4263 Bone replacement graft - first site $ $ % D4264 Bone repl graft - each add per quad $ $ % D4265 Biologic Material to aid oss tiss reg $ $ % D4266 Tissue Regeneration - Resorbable $ $ % D4267 TISSUE REGENERATION - NON-RESORBABLE $ $ % D4268 Surgical Revision Procedure, Per Tooth $ $ D4270 Tissue Graft - Pedicle Soft $ $ % D4271 Tissue Graft - free soft tissue graft $ $ % D4273 Tissue Graft - Subepithelial Connective $ $ % D4274 Wedge Procedure - Distal/Proximal $ $ % D4320 Splint-Provisional-Intracoronal (CUT) $0.00 $ % D4321 Splint-Provisional-Extracoronal-Trauma $ $ % D4341 Perio Scaling And Root Planing /Quad $ $ % D4342 Perio Scaling + Root P. 1-3 teeth $88.00 $ % USE 4341 $73.00 $ % D4355 Debridement - Full Mouth - Eval & Diag. $95.00 $ % D4381 Chemotherapeutic agent - localized $30.00 $ % D4910 Periodontal Maintenance $77.00 $ % D4920 Dressing Change - Unscheduled $0.00 $ D4999 Unspecified Periodontal Procedure $6.00 $ % D5110 Denture - Maxillary $ $ % Denture try in $0.00 $ Impression $0.00 $ USE CODE 5410/ /22 $0.00 $ D5120 Denture - Mandibular $ $ % D5130 Denture Immediate - max $ $1, % D5140 Denture Immediate - mand $ $1, % Identification Embedding $14.00 $ % D5211 Partial-acrylic Upper W/clasps $ $ % D5212 Partial-acrylic Lower W/clasps $ $ % D5213 Partial cast metal frame max $ $1, % D5214 Partial cast metal frame - mand $ $1, % D5281 Partial - Unilateral $0.00 $ % D5410 Denture Adjust - Maxillary $46.00 $ % D5411 Denture Adjustmentv- Mandibular $46.00 $ % D5421 Partial Adjust - Max $46.00 $ % D5422 Adjust partial denture - man $46.00 $ % D5510 Denture base repair $ $ % D5520 Denture - Repl Missing/Broken Per Tth $ $ % D5610 Denture - Repair Acrylic Saddle Or Base $ $ % D5620 Repair Cast Framework $ $ % D5630 Repair Or Replace Broken Clasp $ $ % D5640 Replace Broken Teeth - Per Tooth $69.00 $ % D5650 Partial - Add Tooth/existing Partial $ $ % D5660 PARTIAL - Add Clasp/existing Partial $ $ % Denture Deliver $0.00 $ D5710 Denture - Rebase Complete Maxillary $0.00 $0.00 Page 4 of 10 Page 150 of 208

151 SERVICE CODES BY FEE SCHEDULE Service ADA Fee Schedule Standard Percent Of Fee Schedule Code Code Description Fee Fee Standard Fee Fee Schedule 1 - Residents Effective D5711 Denture - Rebase Complete Mandibular $0.00 $ D5720 Partial - Rebase Maxillary $0.00 $ D5721 Partial - Rebase Mandibular $0.00 $ D5730 Denture - Soft Reline - max $ $ % D5731 Denture - Soft Reline - mand $ $ % D5740 Partial- Reline Max - Chairside $ $ % D5741 Partial - Reline Mand - Chairside $ $ % D5750 Denture-Hard Reline - Maxillary - Lab $ $ % D5751 Denture-Hard Reline - Mandibular - Lab $ $ % D5760 Partial Reline - max - lab $ $ % D5761 Partial Reline - mand - lab $ $ % D5810 Denture-interim complete maxillary $ $ % D5811 Denture - Interim Denture - mandibular $ $ % D5820 Interim Partial Denture - max $ $ % D5821 Interim Partial Denture - mand $ $ % D5850 Tissue Conditioning, Maxillary $62.00 $ % D5851 Tissue Conditioning, Mandibular $62.00 $ % D5860 Overdenture $ $1, % D5861 Overdenture Partial, By Report $ $1, % D5862 Precision attachment - each $ $ % D5867 Replace replaceable parts - attachment $25.00 $ % D5875 Removable Prosthesis add attachment $0.00 $ D5899 Unspecified Removable Prosthodontic Proc $0.00 $ % D5911 Facial Moulage (sectional) $0.00 $ D5912 Facial Moulage (complete) $0.00 $ D5913 Nasal Prosthesis $0.00 $ D5914 Auricular Prosthesis $0.00 $ D5915 Orbital Prosthesis $0.00 $ D5916 Ocular Prosthesis $0.00 $ D5919 Facial Prosthesis $0.00 $ D5922 Nasal Septal Prosthesis $0.00 $ D5923 Ocular Prosthesis, Interim $0.00 $ D5924 Cranial Prosthesis $0.00 $ D5925 Facial Augmentation Implant Prosthesis $0.00 $ D5926 Nasal Prosthesis, Replacement $0.00 $ D5927 Auricular Prosthesis, Replacement $0.00 $ D5928 Orbital Prosthesis, Replacement $0.00 $ D5929 Facial Prosthesis, Replacement $0.00 $ D5931 Orturator Prosthesis, Surgical $0.00 $ % D5932 Obturator Prosthesis, Definitive $0.00 $1, % D5933 Obturator Prosthesis, Modification $0.00 $ % D5934 Mand.Resection Prosthesis W\Guide Flange $0.00 $ D5935 Mand. Resection Prosth. No Guide Flange $0.00 $ D5936 Obturator Prosthesis, Interim $0.00 $ % D5937 Trismus Appliance (not For TMD) $0.00 $ D5951 Feeding Aid $0.00 $ D5952 Speech Aid Prosthesis, Pediatric $0.00 $ D5953 Speech Aid Prosthesis, Adult $0.00 $ D5954 Palatal Augmentation Prosthesis $0.00 $ D5955 Palatal Lift Prosthesis, Definitive $0.00 $ D5958 Palatal Lift Prosthesis, Interim $0.00 $ D5959 Palatal Lift Prosthesis, Modification $0.00 $ D5960 Speech Aid Prosthesis, Modification $0.00 $ D5982 Surgical Stent $ $ D5983 Radiation Carrier $0.00 $0.00 Page 5 of 10 Page 151 of 208

152 SERVICE CODES BY FEE SCHEDULE Service ADA Fee Schedule Standard Percent Of Fee Schedule Code Code Description Fee Fee Standard Fee Fee Schedule 1 - Residents Effective D5984 Radiation Shield $0.00 $ D5985 Radiation Cone Locator $0.00 $ % D5986 Flouride Gel Carrier $15.00 $ % D5987 SPLINT - Commissure $0.00 $ D5988 SPLINT - Surgical $ $ % D5999 Unspec. Maxillofacial Prosthesis By Rep. $0.00 $ D6010 Implant body - surgical placement $1, $1, % D6012 Interim implant body $90.00 $ % D6020 IMPLANT Abutment Or Substitution $0.00 $ D6040 IMPLANT Surgical Placement: Eposteal $0.00 $ D6050 IMPLANT Surgical Placement: Transosteal $0.00 $ D6053 Implt/abutment supported FD $1, $1, % D6054 Implant/Abutment Supported RPD $1, $ D6055 Implt connecting bar $ $ % D6056 Prefabricated abutment $ $ % D6057 Custom Abutment $ $ D6058 Abut supported porc/ceramic crn $ $ D6059 Abut supported PFM crn $ $ % D6062 Abut supported high noble crn $ $ % D6068 Abut supported retainer - porc/ceramic $ $ D6069 Abut supported retainer - PFM $ $ D6072 Abut supported retainer - high noble $ $ D6075 Implt supported retainer - ceramic $ $ D6076 Implt supported retainer - PFM $ $1, % D6077 Implt supported retainer - cast HN, tita $ $ D6078 Implt or abut supported FD/Hybrid $1, $1, % D6079 Implt or abut supported RPD/Hybrid $1, $ D6080 Implt maintenance procedures $ $ % D6090 Implant repair prosthesis $0.00 $ Replace semi-precision attachment $25.00 $ % Recement implant/abutment supported crn/ $ Recement imp/abutment supported FPD $ Access screw through crown $75.00 $ % D6095 Implant - repair abutment $0.00 $ D6100 Implant removal $ $ D6190 Implant stent-surgical &/or 3D imaging $ $ % D6199 IMPLANT UNSPECIFIED PROCEDURE $0.00 $ % D6210 Pontic - high noble $ $ % D6240 Pontic - PFM $ $ % D6245 Pontic porc/ceramic $ $ % Inlay/Onlay - Porcelain/Ceramic $0.00 $ D6520 Inlay - Metallic - Two Surfaces $0.00 $ D6530 Inlay - Metallic Three+ Surfaces $0.00 $ D6543 Onlay- Metallic Three Surfaces $0.00 $ D6544 Only- Metallic Four+ Surfaces $0.00 $ D6545 Retainer-maryland Bridge $ $ % D6548 Retainer-Porcelain-Fixed Prosthesis $0.00 $ Onlay cast high noble metal, 3 or more s $ $ % D6740 Retainer/crn porc/ceramic $ $ D6750 Retainer/crn Porc/High Noble $ $ % BRIDGE SEAT $0.00 $ Adjustment of FPD $0.00 $ D6780 ABUTMENT 3/4 CAST GOLD $ $ % D6783 ABUTMENT 3/4 PORC/CERAMIC $ $ D6790 ABUTMENT CAST GOLD $ $ % Page 6 of 10 Page 152 of 208

153 SERVICE CODES BY FEE SCHEDULE Service ADA Fee Schedule Standard Percent Of Fee Schedule Code Code Description Fee Fee Standard Fee Fee Schedule 1 - Residents Effective D6920 Connector Bar $0.00 $ D6930 FPD recement $57.00 $ % D6940 Stress Breaker $ $ % D6950 Precision Attachment $ $ % D6970 Cast Post And Core - Bridge Retainer $ $ % D6971 Cast Post As Part Of Fixed Partial Dent. $0.00 $ D6972 Pre-formed Post & Core + bridge retainer $ $ % D6973 Core Build Up For Retainer $ $ % D6975 Coping - Metal $0.00 $ D6976 Each Additional Cast Post - Same Tooth $0.00 $ D6977 Each Additional Prefab Post - Same Tooth $0.00 $ D6980 Bridge repair $0.00 $ D6999 Unspecified Fixed Prosthodontic Procedur $ $1, % Suture removal $0.00 $ Post op $0.00 $ Pre op $0.00 $ D7140 Extraction erupted tooth or exposed root $77.00 $ % D7210 Extraction - Surgical $ $ % D7220 Extraction of Imp Tooth - Soft Tissue $ $ % D7230 Extraction Impacted Tooth - Partial Bony $ $ % D7240 Extraction Impacted Tooth - Comp. Bony $ $ % D7241 Removal Impacted Tooth w/complications $ $ % D7250 Extraction - Root $ $ % D7260 Oroantral Fistula Closure $ $ % D7261 Primary closure of a sinus perforation $ $ D7270 Tooth Reimplantation $ $ % D7272 Tooth Transplantation $0.00 $ D7280 Surgical Exposure Of Impacted Tooth $ $ % D7285 Biopsy of Oral Tissue - Hard $ $ % D7286 Biopsy Of Oral Tissue - Soft $ $ % D7290 Surgical Repositioning Of Teeth $ $ % D7291 Transeptal Fiberotomy, By Report $88.00 $ % D7310 Alveoloplasty In Conj. With Extractions $ $ % D7320 Alveoloplasty/no extractions >4 per Quad $ $ % D7340 Vestibuloplasty Ridge Extension - Second $ $ % Excision-Benign>1.25 $0.00 $ D7350 Vestibuloplasty - Ridge Extension $ $ % Tuberosity Reduction $ $ % D7430 Excision Of Benign Tumor <1.25 $ $ % D7431 Excision Of Benign Tumor - Lesion >1.25 $0.00 $ % D7450 Removal Of Odontogenic Cyst Lesion <1.25 $ $ % D7451 Removal Of Odontogenic Cyst Lesion >1.25 $ $ % D7460 Removal Of Nonodontogenic Cyst <1.25cm $0.00 $ % D7461 Removal Of Nonodontogenic Cyst >1.25cm $0.00 $ % D7465 DESTRUCTION OF LESION(S) $0.00 $ Removal Of Exostosis - Maxilla/Mandible $0.00 $ % D7471 Removal Of Exostosis $ $ % D7472 Removal of Torus Palatinus $ $ D7473 Removal of Torus Mandibularis $ $ % D7480 Partial Ostectomy $0.00 $ % D7490 Radical Resection Of Mandible W/bone Gra $0.00 $4, % D7510 Incision/drainage of abscess - Intraoral $ $ % D7520 Incision/drainage of abscess - Extraoral $ $ % D7530 Removal Of Foreign Body $0.00 $ D7540 Removal Of Reaction-produc. Foreign Body $0.00 $ % Page 7 of 10 Page 153 of 208

154 SERVICE CODES BY FEE SCHEDULE Service ADA Fee Schedule Standard Percent Of Fee Schedule Code Code Description Fee Fee Standard Fee Fee Schedule 1 - Residents Effective D7550 Sequestrectomy For Osteomyelitis $0.00 $ % D7560 Maxillary Sinusotomy-Tth Frag./foreign B $2, $4, % D7610 Open reduction - Max - Simple $ $ % D7620 Closed Reduction - Max - Simple $1, $3, % D7630 Open Reduction - Mand - Simple $0.00 $ D7640 CLOSED REDUTION - MAND - SIMPLE $0.00 $ D7650 OPEN REDUCT-Malar/Zygomatic Arch SIMPLE $0.00 $ % D7660 CLOSED REDUCT Malar/Zygomatic Arch SIMP $0.00 $ % D7670 CLOSED REDUCT Alveolus stab TTH SIMPLE $0.00 $ % D7680 COMPLICATED REDUCT Facial Bones SIMPLE $0.00 $1, % D7710 OPEN REDUCTION - Maxilla - COMPOUND $0.00 $1, % D7720 Closed Reduction- Max - Compound $0.00 $ % D7730 OPEN REDUCTION - Mandible- COMPOUND $1, $1, % D7740 OPEN REDUCTION - Mandible- COMPOUND $0.00 $ D7750 OPEN REDUCTION Malar/Zygomatic-COMPOUND $0.00 $ % D7760 CLOSED REDUCTIONMalar/Zygomatic-COMPOUND$0.00 $ D7770 OPEN REDUCT Alveolus stbl OF TTH COMPND $0.00 $ D7780 COMPLICATED REDUCT Facial Bones COMPOUND$0.00 $ D7810 Open Reduction Of Dislocation $0.00 $ D7820 Closed Reduction Of Dislocation $0.00 $ D7830 Manipulation Under Anesthesia $0.00 $ D7840 Condylectomy $0.00 $ D7850 Surgical Discectomy With/without Implant $0.00 $ D7852 Disc Repair $0.00 $ D7854 Synovectomy $0.00 $ D7856 Myotomy $0.00 $ D7858 Joint Reconstruction $0.00 $ D7860 Arthrotomy $0.00 $ D7865 Arthroplasty $0.00 $ D7870 Arthrocentesis $0.00 $ D7871 Non-Arthroscopic Lysis And Lavage $0.00 $ D7872 Arthroscopy - Diag With/without Biopsy $0.00 $ D7873 Arthroscopy - Surgical $0.00 $ D7874 Arthroscopy-Surgical Disc Repositioning $0.00 $ D7875 Arthroscopy-Surgical: Synovectomy $0.00 $ D7876 Arthroscopy- Surgical: Discectomy $0.00 $ D7877 ARTHROSCOPY-SURGICAL; DEBRIDEMENT $0.00 $ D7880 Occlusal Orthotic Device, By Report $0.00 $ D7899 Unspecified TMD Therapy, By Report $0.00 $ D7910 Suture Of Recent Small Wounds Up To 5cm $87.00 $ % D7911 Complicated Suture <5cm $ $ % D7912 Complicated Suture >5.0cm $0.00 $ D7920 Skin Graft $0.00 $ D7940 Osteoplasty For Orthognathic Deformities $0.00 $ D7941 Osteotomy - Ramus, Closed $0.00 $ Osteotomy- Ramus, Open With Bone Graft $0.00 $ D7944 Osteotomy- Segmented Per Sextant Or Quad $0.00 $ D7945 Osteotomy - Body Of Mandible $0.00 $ D7946 LeFort I (maxilla - total) $0.00 $ D7947 LeFort I (maxilla-segmented) $0.00 $ D7948 LeFort II/LeFort III Without Bone Graft $0.00 $ D7949 LeFort II/LeFort III With Bone Graft $0.00 $ D7950 Osseous Graft for ridge augmentation $ $1, % Sinus Aug. w/bone or bone substitute $ $1, % D7953 Bone Graft - socket/ridge per site $90.00 $ % Page 8 of 10 Page 154 of 208

155 SERVICE CODES BY FEE SCHEDULE Service ADA Fee Schedule Standard Percent Of Fee Schedule Code Code Description Fee Fee Standard Fee Fee Schedule 1 - Residents Effective D7955 Repair Maxillofacial Soft/Hard Tissue $0.00 $ D7960 Frenulectomy $ $ % D7970 Excision Of Hyperplastic Tissue - Arch $0.00 $ D7971 Excision Of Pericoronal Gingiva $0.00 $ D7980 Sialolithotomy $0.00 $ D7981 Excision Of Salivary Gland, By Report $0.00 $ % D7982 Sialodochoplasty $0.00 $ D7983 Closure Of Salivary Fistula $0.00 $ D7990 Emergency Tracheotomy $0.00 $ D7991 Coronoidectomy $0.00 $ D7995 Synthetic Graft- Mandible Or Facial Bone $0.00 $ D7996 Implant-Mandible For Augmentation Purpos $0.00 $ D7999 Unspecified Oral Sugery Proc. By Report $0.00 $ D8010 Limited Orthodontic Treatment Of Primary $0.00 $ D8020 Limited Ortho Treatment Of Transitional $1, $ D8030 Limited Ortho Treatment Of Adolescent $1, $ % D8040 Limited Ortho Treatment Of Adult $1, $ % D8050 Interceptive Treatment Primary Dentition $0.00 $ D8060 Interceptive Treatment Transitional Den. $ $ D8070 Comprehensive Treatment Transitional Den $0.00 $ D8080 Comprehensive Treatment Adolescent Dent. $0.00 $ D8090 Comprehensive - Adult Dentition $0.00 $ Minor Tooth Movement - Removable $ $ % Minor Tooth Movement - Fixed $ $ % D8210 Removable Appliance Therapy $ $ % D8220 Retainer - Fixed Appliance Therapy $ $ D8660 Pre-orthodontic Treatment Visit $0.00 $ % D8670 Ortho Periodic tx visit - contract $ $ % D8680 Ortho retention - removal/retainers $ $ D8690 ORTHO TX - ALTERNATIVE TO CONTRACT $80.00 $ D8691 Ortho appliance repair $0.00 $ D8692 Retainer replacement - lost $ $ % D8999 Unspecified Orthodontic Prc. By Report $0.00 $ D9110 Emergency-palliative Treatment $34.00 $ % D9211 Regional Block Anesthesia $0.00 $ D9212 Trigeminal Division Block Anesthesia $0.00 $ % D9215 Local Anesthesia $9.00 $ % D9220 General Anesthesia - First 30 Minutes $0.00 $ % D9221 General Anesthesia-Additional 15 Minutes $0.00 $ % D9230 N2O sedation - inhalation, anxiolysis $24.00 $ % D9241 IV Conscious Sedation/Analgesia(30 min) $ $ % D9242 Conscious Sedation/analgesia min $42.00 $ % D9248 Conscious Sedation - non IV $20.00 $ % D9310 Consultation with specialist $45.00 $ % D9410 House Call $0.00 $ % D9420 Hospital Call $0.00 $ % D9430 Office Visit For Observation $19.00 $ % D9440 Office Visit After Hours $39.00 $ % D9610 Therapeutic Drug Injection, By Report $11.00 $ % D9630 Mouthrinse/Meds - CHX, FL $22.00 $ % D9910 fluoride varnish applicaton per visit $19.00 $ % D9911 Desensitizing resin - root $50.00 $ % D9920 Behavior Mangagement, By Report $0.00 $ D9930 Treatment Of Complications-post Surgical $0.00 $ D9940 Occlusal Guard $ $ % Page 9 of 10 Page 155 of 208

156 SERVICE CODES BY FEE SCHEDULE Service ADA Fee Schedule Standard Percent Of Fee Schedule Code Code Description Fee Fee Standard Fee Fee Schedule 1 - Residents Effective D9941 mouthguard - athletic, fabrication of $45.00 $ D9950 Occlusion Analysis - Mounted Case/Wax-up $ $ % D9951 Occlusal Adjustment - Limited (POLISH) $96.00 $ % D9952 Occlusal Adjustment - Complete $ $ % D9970 Enamel Microabrasion $0.00 $ D9971 Odontoplasty 1-2 Teeth $0.00 $ D9972 External Bleaching - Per Arch $ $ D9973 External Bleaching - Per Tooth $65.00 $ % D9974 Internal Bleaching - Per Tooth $83.00 $ % D9999 Dental Services Unspecified $11.00 $ NOTE - EXAM $0.00 $ NOTE - RESTORATION - AMALGAM $0.00 $ NOTE - RESTORATION - COMPOSITE $0.00 $ NOTE - RESTORATION - CROWN/BRIDGE PREP $0.00 $ NOTE - RESTORATION - CROWN/BRIDGE SEAT $0.00 $ NOTE - ENDO START/FINISH $0.00 $ NOTE - IMPLANT $0.00 $ NOTE - ORTHO $0.00 $ NOTE - ORAL SURGERY $0.00 $ NOTE - No Treatment / Redo / Follow Up $0.00 $ Note To Chart $0.00 $ X-Ray copying fee($5.00 per copy) $0.00 $0.00 D2934 D2934 Crown SS esthetic coated prefab primary $ $0.00 Total Services: 518 Page 10 of 10 Page 156 of 208

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159 FIRST AMENDMENT TO INTERLOCAL MEDICAL OFFICE LEASE THIS FIRST AMENDMENT TO INTERLOCAL MEDICAL OFFICE LEASE ( First Amendment ), is made and entered into as of this day of, 2018, by and between the BOARD OF HOSPITAL TRUSTEES ( Trustees ) on behalf of UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA ( UMCSN or LESSOR ) and the BOARD OF REGENTS OF THE NEVADA SYSTEM OF HIGHER EDUCATION ("Board" or NSHE ), on behalf of the UNIVERSITY OF NEVADA, LAS VEGAS, SCHOOL OF MEDICINE ( UNLV or LESSEE ). WITNESSETH: WHEREAS, Lessor and Lessee negotiated that certain Interlocal Medical Office Lease, with an anticipated effective date of November 1, 2017 (the Lease ), which was then approved by the UMCSN Board of Hospital Trustees ( BOT ) on, WHERAS, pursuant to the BOT-approved Lease, Lessor would lease to Lessee premises consisting of approximately 19,297 square feet and known as 1524 Pinto Lane, Las Vegas, NV (the Lied Building ) and certain Expansion Premises of an additional 6,101 square feet (the Expansion Premises ) for a total of 25,398 square feet. WHEREAS, subsequent to the approval by the BOT, UMCSN was notified that UNLV no longer had a present intent to occupy the Expansion Premises and a portion thereof was provided for temporary use by Clark County. WHEREAS, capitalized terms not defined herein have the meanings give to such terms in the Lease. NOW, THEREFORE, Lessee and Lessor agree that the Lease is amended as follows: 1. Recital D. of the Lease shall be deleted in its entirety and replaced with the following: UNLV has indicated that it wishes to be provided with an opportunity to lease additional space totaling 6,101 square feet (the Expansion Premises ) in accordance with the terms and conditions set forth herein at such time as the Expansion Premises become available. LESSEE s obligation to pay Base Rent for the Expansion Premises shall commence on the date LESSEE takes possession of any portion of the Expansion Premises. 2. Section 6.2 shall be deleted in its entirety and replaced with the following: 6.2 Delivery of Expansion Premises. LESSOR, at its own cost and expense, will use commercially reasonable efforts to complete certain improvements to the Expansion Premises as defined in Exhibit C LESSOR Expansion Premise Improvements if and when the Page 159 of 208

160 Expansion Premises becomes available and LESSEE notifies LESSOR of its intent to occupy such Expansion Premises. Lessor agrees to notify Lessee within ten (10) business days of the vacancy of the Expansion Premises at which time Lessee shall have ten (10) business days in which to respond to Lessor with its intent to occupy the Expansion Premises. Lessor will then begin preparation for delivery of the Expansion Premises within sixty (60) days after notification by Lessee of its intent to occupy the Expansion Premises. In the event either party proposes or is required to make any revisions or changes to the Landlord Improvements, including without limitation any design or material changes, such revisions or changes will be submitted to the other party for its review and approval, which shall not be unreasonably withheld. All approvals called for under this section may be given administratively by the Dean of the UNLV School of Medicine or his or her designee and by the Chief Executive Officer of LESSOR or his designee. The parties acknowledge and agree that in the event of a proposed revision or change, the party proposing the same will be responsible for all costs and expenses related to the same and that the parties will work in good faith to continue to meet the anticipated completion dates, which may be extended if the same is not possible due to factors outside of the reasonable control of the parties. 3. Except as expressly amended by this First Amendment, the Lease shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this First Amendment to be effective as of the day and year first written above. [SIGNATURES ON SEPARATE PAGE] Page 160 of 208

161 LESSOR: University Medical Center of Southern Nevada LESSEE: Board of Regents of the Nevada System of Higher Education on behalf of the University of Nevada School of Medicine RECOMMENDED BY: By: Mason Van Houweling Chief Executive Officer Date By: Barbara Atkinson, Dean University of Nevada, Las Vegas School of Medicine Date RECOMMENDED BY: By: Len Jessup President University of Nevada, Las Vegas Date APPROVED BY: By: Thom Reilly Chancellor Nevada System of Higher Education Date APPROVED AS TO LEGAL FORM: By: Elda L. Sidhu General Counsel University of Nevada, Las Vegas Page 161 of 208

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164 MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING ( MOU ) is made and entered into by and between NEVADA HEART AND VASCULAR CENTER (RESH), LLP, with its administrative offices located at 700 E. Silverado Ranch Blvd. #170, Las Vegas, NV ( Practice Group ), and UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA, a publicly owned and operated hospital created by virtue of Chapter 450 of the Nevada Revised Statutes, with an address at 1800 West Charleston Blvd., Las Vegas, NV ( UMC ) and is entered into concurrently with that certain Clinical Trial Research Agreement (the Agreement ) entered into prior to the date of this MOU or of even date herewith between Practice Group, UMC, and CSL Behring LLC. UMC and Practice Group may be referred to collectively as Parties. RECITALS WHEREAS, the Parties have agreed to conduct a clinical trial according to clinical protocol number CSL112_3001 entitled, A Phase 3, Multicenter, Double-blind, Randomized, Placebo-controlled, Parallel-group Study to Investigate the Efficacy and Safety of CSL112 in Subjects with Acute Coronary Syndrome (the Study ). Chowdhury H. Ahsan, M.D., F.A.C.C., F.S.C.A.I. a physician employed by Practice Group shall serve as Principal Investigator under said Agreement. A true and correct copy of said Agreement is attached hereto as Exhibit A; and WHEREAS, the parties are entering into this MOU as set forth in Section 13.1 of the Agreement to further clarify their obligations to each other, in particular as it relates to the Budget for the Study as further described herein. COVENANTS NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the parties agree as follows: 1. Responsibilities of Practice Group. 1.1 Practice Group, by its Investigator, will conduct all inpatient and follow up visits as described in the Study s Clinical Trial Protocol. 1.2 Practice Group shall ensure that the Investigator is qualified to provide services required under the Agreement. 1.3 Practice Group shall and will ensure that Investigator shall comply with the obligations of Investigator in accordance with the terms set forth in the Agreement and protocol. Practice Group shall and will ensure that Investigator shall comply with all other applicable federal, international, state, and local laws, regulations, and policies that may provide additional protection for human subjects participating in research conducted under this agreement. 2. Responsibilities of UMC. 2.1 UMC will pay Practice Group for the clinical trial services provided in accordance with the Budget which is attached hereto as Exhibit B. Practice Group may invoice UMC for the services no more often than monthly. UMC will pay Practice Group within thirty (30) days of receipt of payment from CSL Behring LLC for the services represented by each respective approved invoice. Center. 2.2 UMC shall comply with the terms and conditions as set forth in the Agreement and protocol as Medical 2.3 UMC shall fulfill all of Institution s obligations concerning IRB approval. 1 Page 164 of 208

165 3. Responsibilities of Practice Group and UMC. 3.1 Practice Group and UMC shall at all times cooperate for the purposes of fulfilling the obligations of each in accordance with the Agreement and the protocol and shall share information as appropriate and necessary to fulfill such purposes, including but not limited to any notices received from CSL Behring LLC or any regulatory body concerning the status of the respective parties or the Investigator that may affect the performance of any party to the Agreement. 4. Invoicing. Invoices shall be delivered to: University Medical Center of Southern Nevada Clinical Trials Office 1800 West Charleston Boulevard Las Vegas, NV Compensation checks shall reference the appropriate Practice Group account number and be payable to Nevada Heart and Vascular Center (Resh) LLP and shall be delivered to: 5. Term and Termination. Nevada Heart and Vascular Center ATTN: Joanne Villanueva 700 E. Silverado Ranch Blvd., Ste. 170 Las Vegas, NV This MOU shall be in effect for the term of the Agreement unless terminated earlier as set forth in Section 11 of the Agreement. 5.2 In the case of any breach of this MOU, either party may terminate with advance written notice to the breaching party. Upon receiving notice of an alleged breach the party against which the breach is asserted shall have ten (10) days to cure the breach. If the breach is not cured within (10) days of notice, this MOU shall terminate. 5.3 Either party may terminate this MOU, without cause, upon thirty (30) days prior written notice to the other party. Such termination shall not relieve either party of any obligation or liability accrued hereunder prior to such termination, or rescind or give rise to any right to rescind any payments made prior to the time of such termination. 6. Notices. Except as provided in Section 4 hereof regarding payment of invoices, any notice or other communication required or permitted to be given to the other party shall be in writing and shall be deemed to have been properly given and effective: (a) on the date of delivery if delivered in person during recipient s normal business hours; or (b) on the date of delivery if delivered by courier, express mail service or first-class mail, registered or certified, return receipt requested. Such notice shall be sent or delivered to the respective addresses given below, or to such other address as either party shall designate by written notice given to the other party as follows: To Practice Group: Nevada Heart and Vascular Center (Resh) LLP Attn: Joanne Villanueva 700 E. Silverado Ranch Blvd., Ste. 170 Las Vegas, NV Page 165 of 208

166 To UMC: University Medical Center of Southern Nevada 1800 West Charleston Boulevard Las Vegas, NV Attn: Clinical Trials Office 7. Insurance. Each party shall maintain an insurance policy at levels sufficient to support its obligation assumed under this MOU and as required by applicable law. This provision shall in no way be considered a waiver of UMC s right to raise the defense of sovereign immunity under NRS to NRS , which right UMC specifically reserves. 8. Independent Entities. Each party recognizes that each is an independent entity and agrees that no party shall be liable for any other party s contracts, obligations, torts, or representatives. Each party shall not be held out as liable for any other party s contracts, obligations, torts or representatives. Each party shall not be responsible for the legal and/or contractual obligations related to employees of any other party. Each party shall be solely responsible for all state and federal laws pertaining to employment taxes, income withholding, unemployment compensation contributions and other related employment related statutes. 9. Governing Law. This MOU shall be governed by and constructed under the laws of the State of Nevada. Any legal action or dispute arising out of or in any way related to this MOU shall be brought in a state or federal court of competent jurisdiction in Nevada. 10. Severability. The parties recognize that this MOU is at all times subject to federal, state and local laws and regulations. The parties further recognize that this MOU shall be subject to any amendments to such existing laws and regulations and to new laws and regulations. In the event that any of the provisions or portions of this MOU are held to be unenforceable or invalid under any provisions of law or by any court of competent jurisdiction, the validity and enforceability of the remaining provisions or portions shall not be affected. The parties shall, within a reasonable period of time, attempt to negotiate a new MOU with respect to any provision determined to be inconsistent with or invalid under any new laws and may attempt to negotiate a new MOU in the event the MOU becomes null and void. 11. Waiver. The waiver by a party of any breach of any term, covenant or condition herein shall not be deemed a waiver of any subsequent breach of the same or any other term, covenant or condition of this MOU. 12. Entire Agreement, Modifications. This MOU, together with the Agreement, contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, express or implied, oral or written, with respect to the subject matter of this MOU and the Agreement. This MOU may not be altered, modified or amended except in writing and with the signature of both parties. 13. HIPAA Requirements. To the extent applicable to the Agreement and this MOU, Practice Group and UMC agree to comply with the Health Insurance Portability and Accountability Act of 1996, as codified at 42 USC 1320d ( HIPAA ) and any current and future regulations promulgated thereunder including without limitation the federal privacy regulations contained in 45 C.F.R. Parts 160 and 164 (the Federal Privacy Regulations ), and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160 and 162, all collectively referred to herein as HIPAA Requirements., including the Health Information Technology for Economic and Clinical Health Act ( HITECH ) that was adopted as part of the American Recovery and Reinvestment Act of Both parties agree not to use or further disclose any Protected Health Information (as defined in 42 USC 1320d), other than as permitted by HIPAA Requirements and the terms of the Agreement and protocol. Both parties shall make their internal practices, books, and records relating to the use and disclosure of Protected Health Information available to the Secretary of Health and Human Services to the extent required for determining compliance with the Federal Privacy Regulations. 14. Fiscal Fund Out. It is understood and agreed, notwithstanding the provisions, terms and conditions of this MOU, that in the event any recognized funding authority fails to appropriate sufficient funds to UMC to enable obligations to be fulfilled 3 Page 166 of 208

167 under the MOU for the ensuing year or any part thereof, all rights and obligations of the parties under this MOU shall terminate upon thirty (30) days written notice. It is further understood and agreed that notwithstanding the provisions, terms and conditions of this MOU this paragraph shall be superseding. 15. Counterpart Signatures; Electronic Transmission. This MOU may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one MOU. Delivery of this MOU may be accomplished by electronic transmission of this MOU. 16. Assignment/Binding on Successors. No assignment of rights, duties or obligations of this MOU shall be made by either party without the express written approval of a duly authorized representative of the other party. Subject to the restrictions against transfer or assignment as herein contained, the provisions of this MOU shall inure to the benefit of and shall be binding upon the assigns or successors-in-interest of each of the parties hereto and all persons claiming by, through or under them. 17. Non-Excluded Healthcare Provider. Practice Group represents and certifies to UMC that neither it nor any of its providers (a) are excluded from participation in any federal health care program, as defined under 42 U.S.C. 1320a-7b (f), for the provision of items or services for which payment may be made under such federal health care programs and (b) has arranged or contracted (by employment or otherwise) with any employee, contractor or agent that such party or its affiliates know or should know are excluded from participation in any federal health care program, to provide items or services hereunder. Practice Group represents and certifies to UMC that no final adverse action, as such term is defined under 42 U.S.C. 1320a-7e (g), has occurred or is pending or threatened against Practice Group, Investigator or its affiliates or to their knowledge against any employee, contractor or agent engaged to provide items or services under this MOU (collectively Exclusions / Adverse Actions ). IN WITNESS WHEREOF, the parties have caused this MOU to be duly executed as of the dates set forth below. NEVADA HEART AND VASCULAR CENTER (RESH), LLP By: Name: William Resh, MD Date Title: Managing Partner Read and Acknowledged: By: Chowdhury H. Ahsan, M.D., F.A.C.C. F.S.C.A.I. Date Investigator UNIVERSITY MEDICAL CENTER OF SOUTHERN NEVADA By: Mason VanHouweling Date Chief Executive Officer 4 Page 167 of 208

168 Exhibit A CLINICAL TRIAL AGREEMENT (Incorporated by reference) 5 Page 168 of 208

169 Exhibit B BUDGET UMC agrees to pay Practice Group the following amounts, for Principal Investigator s services in the Study: Study Period Screening Active Treatment Follow-up Infusion Number NA NA NA NA NA NA Visit Day(s) (window) Time relative to infusion Informed Consent Informed Consent for FBR (optional) Directed Physical Exam PI Effort Price CPT Code -5 to -1 $ N/A $ $ N/A $ $ $ NA 8 (-2/+1) 15 (-2/+1) NA SOI EOI SOI EOI SOI EOI SOI EOI NA NA NA NA NA NA $ $ $ $ $ $ $ $ $ (-2/+1) 29 (+/-2) 60 (+/-10) $ $ $ $ (+/- 10) $ (+/-10) $ (+/-10) $ (+/-14) $ Total $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Total Per Patient $ 3, Patients 10 Study Total $ 33, Pass Throughs Start Up fee $ 1, Invoiceable Pass Throughs Screen Failures $ Unscheduled Visits $ Page 169 of 208

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