PERSON
OR ENTITY.
A PERSON OR ENTITY SHALL BE DEEMED TO CONTROL ANOTHER PERSON OR
ENTITY IF SUCH FIRST PERSON OR ENTITY HAS THE POWER TO DIRECT OR CAUSE THE
DIRECTION OF
1
THE MANAGEMENT AND POLICIES OF SUCH OTHER PERSON OR ENTITY, WHETHER THROUGH
OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR OTHERWISE.
(B)
"AGREEMENT" MEANS THIS PARTICIPATION
AGREEMENT, AS AMENDED FROM TIME TO TIME PURSUANT TO SECTION 13 HEREOF.
(C)
"CALENDAR QUARTER" MEANS THE THREE-MONTH
PERIOD COMMENCING ON THE FIRST DAY OF EACH OF JANUARY, APRIL, JULY AND OCTOBER.
(D)
"HCA" MEANS HCA INC., A DELAWARE
CORPORATION, AND ANY SUCCESSOR THERETO.
(E)
"COMPLIANCE LEVEL" HAS THE MEANING SET
FORTH IN PARAGRAPH 5(D) HEREOF.
(F)
"EFFECTIVE DATE" MEANS THE DATE INDICATED
IN THE PREAMBLE PARAGRAPH OF THIS AGREEMENT.
(G)
"EVENT OF FORCE MAJEURE" HAS THE MEANING SET
FORTH IN SECTION 11 HEREOF.
(H)
"FACILITY" OR "FACILITIES" MEANS THE
PARTICIPANT HOSPITALS AND OTHER HEALTHCARE FACILITIES IDENTIFIED ON EXHIBIT B
HERETO, TOGETHER WITH ANY HOSPITALS AND OTHER HEALTHCARE FACILITIES ACQUIRED BY
PARTICIPANT OR AN AFFILIATE OF PARTICIPANT AFTER THE EFFECTIVE DATE.
(I)
"GPO AFFILIATION CERTIFICATE" MEANS A
CERTIFICATE IN THE FORM SET FORTH AS EXHIBIT C HERETO.
(J)
"GPO FEES" HAS THE MEANING SET FORTH IN
SECTION 6 HEREOF.
(K)
"HPG" MEANS HEALTHTRUST PURCHASING GROUP,
L.P., A DELAWARE LIMITED PARTNERSHIP.
(L)
"PACT" MEANS THE PURCHASING ALLIANCE FOR
CLINICAL THERAPEUTICS, L.L.C. GROUP PURCHASING ORGANIZATION D/B/A "PACT", WITH
OFFICES AT 7115 NORTHLAND TERRACE, SUITE 500, BROOKLYN PARK, MN 55428, AND WHICH
MAINTAINS AGREEMENTS WITH VENDORS FOR PURCHASING ON A NATIONAL BASIS VARIOUS
PHARMACEUTICAL, BIOLOGICAL AND DIETARY PRODUCTS USED BY HOSPITALS AND OTHER
HEALTHCARE FACILITIES AS PART OF A GROUP PURCHASING PROGRAM.
(M)
"PACT PRODUCTS AND SERVICES" MEANS DIETARY AND
PHARMACEUTICAL PRODUCTS AND SERVICES, INCLUDING DISTRIBUTION SERVICES, AVAILABLE
PURSUANT TO PACT VENDOR CONTRACTS.
(N)
"PACT VENDOR CONTRACTS" MEANS THE CONTRACTS
AND AGREEMENTS BETWEEN PACT VENDORS AND PACT FOR THE PURCHASE OF PACT PRODUCTS
AND SERVICES.
(O)
"PACT VENDOR OR VENDORS" MEANS THE SUPPLIERS
OF PACT PRODUCTS AND SERVICES UNDER THE PACT VENDOR CONTRACTS.
(P)
"PARTICIPANT" MEANS THE ENTITY INDICATED IN
THE PREAMBLE PARAGRAPH OF THIS AGREEMENT.
(Q)
"PRODUCTS AND SERVICES" MEANS THE PRODUCT,
SUPPLIES, MATERIALS, DIETARY PRODUCTS, PHARMACEUTICALS, EQUIPMENT AND SERVICES,
INCLUDING DISTRIBUTION SERVICES, AVAILABLE PURSUANT TO THE VENDOR CONTRACTS
SPECIFIED IN EXHIBIT D HERETO OR AS AMENDED.
(R)
"PROGRAM" MEANS THE GROUP PURCHASING
PROGRAM CONDUCTED BY HPG, PURSUANT TO WHICH PARTICIPANT, ITS FACILITIES AND
OTHER HEALTHCARE FACILITIES ARE PROVIDED ACCESS TO THE
2
VENDOR CONTRACTS TO PURCHASE PRODUCTS AND SERVICES.
(S)
"VENDOR CONTRACTS" OR "HPG VENDOR
CONTRACTS" MEANS THE PURCHASING AGREEMENTS BETWEEN VENDORS AND HPG FOR THE
PURCHASE OF PRODUCTS AND SERVICES AND AGREEMENTS RELATED THERETO, SUCH AS BUT
NOT LIMITED TO, BUSINESS ASSOCIATE AGREEMENTS REQUIRED BY HIPAA.
(T)
"VENDOR", "VENDORS", "HPG VENDOR" OR "HPG
VENDORS" MEANS THE SUPPLIER OF PRODUCTS AND SERVICES UNDER THE VENDOR CONTRACTS.
2.
Purchase of Products and Services;
Facilities.
(A)
IT IS THE INTENT OF THE PARTIES TO
ESTABLISH A BUSINESS RELATIONSHIP THAT COMPLIES WITH THE MEDICARE