Valet and Pay-To-Park Services for the Sinai-Grace Hospital ...

SCOPE OF WORKREQUEST FOR PROPOSAL FOR VALET AND PAY-TO-PARK SERVICES FORTHE SINAI GRACE HOSPITAL CAMPUS OF THE DETROIT MEDICAL CENTERINTRODUCTIONThe Detroit Medical Center is soliciting bids for Valet and Pay-To-Park services at its Sinai GraceHospital Campus. The successful bidder will demonstrate its ability to staff and operate this contractwithin the parameters outlined below.OVERVIEWThe DMC Sinai Grace Hospital Campus is located at 6071 West Outer Drive, Detroit Michigan. Overthe next 18 months, there will be a significant amount of construction activity and roadwork on thesite. The new service provider will need to work collaboratively with administration to maintain anefficient operation during these times.Details of the existing operation are summarized in Exhibit A.The scope of services to be performed by the successful vendor under this agreement includes allservices necessary for the management and operation of the parking facilities noted above. Thesuccessful vendor will be responsible for the operation including but not limited to providing valetparking services, operation of cashier booths, staffing, training, providing customer service andperforming all other activities associated with the management and operation of paid parking facilities.• Contract shall be from September 30, 2013 through September 29, 2018.• Pricing for all variables other than labor costs for hourly employees is to be held constant for theterm of this agreement.• For the purposes of this analysis, bidders are to clearly describe base wage rates used incalculations for all staff and management positions.• Either party may cancel this agreement without cause by giving 90 day written notice.• One contract for the full scope of services will be held and administered by the FacilityEngineering & Real Estate group.The successful bidder will be responsible for the following reporting requirements:• Develop an annual operating budget for each DMC budget year including projected operatingexpenses and projected gross receipts for the Hospital operation, (including revenuecomposition, i.e.: paid, vouchers, Friends & Family, etc.).• Complete daily breakdown of parking volume and income for the Hospital operation, includingvouchers, Friends & Family, etc. in an industry standard database or accounting format, (notMicrosoft Excel).• Complete monthly breakdown of operations at the Hospital, including income, (paid, voucher,Friends & Family, etc.) and expense in industry standard database of accounting formatsacceptable to the DMC, (not Microsoft Excel). Daily staff count detail shall be included for thereporting period.7

• At the end of each shift, complete a closeout report for each cashier station by cashier name/ID, traffic lane number and shift. Each closeout report shall contain the number and type oftransactions, dollar value of transactions by payment type as well as all vouchers. Successfulbidder shall also perform reconciliation reports and audits. Closeout reports shall be availablefor viewing by DMC upon request, 24 hours after said closeout period.• Successful bidder shall provide a daily deposit summary indicating the sources of fundsdeposited.The successful bidder will handle all cash and make daily deposits into an account controlled by themwith monthly electronic disbursements to the DMC.The successful bidder shall invoice monthly for services rendered the previous month. DMC paymentterms are Net 60 days.Insurance Requirements are set forth below and are subject to a deductible amount not to exceed$2,500.00, except for Workers’ Compensation which deductible shall be $0.Commercial General Liability$1,000,000 combined single limit eachoccurrence for bodily injury and propertydamage per location.$2,000,000 aggregate.Garage Keepers Legal Liability $100,000Umbrella Excess Coverage $6,000,000Automobile Liability $1,000,000Crime: Policy Limits-Workers’ Compensation:$250,000 employee theft$50,000 theft of money inside and outsidepremisesCoverage A- StatutoryCoverage B- $1,000,000 Employer’s LiabilityHourly Staff working at the Hospital will record their time using the DMC Kronos timekeeping systemwhich is available near each duty post. All staff related charges will be based on the data from thissystem.BIDDING INSTRUCTIONSPlease indicate in the Bid Response the following:Section 1- Base Service Response1. Lump sum transition fee- including any cost associated with beginning a fully normalizedoperation on the first day of service under this contract.2. Insurance requirements, as indicated above.3. Model valet & pay-to-park services for the Hospital Operation and note the average weeklyworkforce requirement for each staff classification to ensure efficient operation. Summarizethis workforce by category on a weekly and annual basis.8

4. Consider the following minimum Valet metrics in your response:a. Average time for valet attendant to accept a vehicle shall be no greater than 2 minuteswithmaximum time never exceeding 4 minutes.b. Average time for a customer’s vehicle to be returned, after completing their payment,shall be 3 minutes, with maximum time never exceeding 5 minutes.c. Manager shall maintain operations within these ranges at all times. Random audits willbe performed by DMC to measure performance against these metrics.5. Indicate the staffing cost associated with each job classification for the Hospital for the averageweek, as well as the annual total and for the entire contract.6. Note each On-Site Manager’s role and responsibilities, pay rate, cost and description ofbenefits and annual hours dedicated solely to this contract.7. Calculate the annual total burden attributable to the overall operation.i. Components of burden not related to wages, payroll tax, employee benefits andworkers compensation will be fixed and held constant throughout the course ofthis agreement. Modifications to wage related costs must be accompanied bydocumentation to support any change and will be accepted at the discretion ofthe DMC.b. Burden shall include all costs attributable to the ongoing operation of the service,including but not limited to…i. Payroll- Manager’s on-site supervisory personnelii. Payroll taxesiii. Workers’ compensationiv. Paid vacation timev. Employee benefitsvi. Payroll & benefit administrationvii. Grievance processing and administrationviii. Insuranceix. Uniformsx. Telephone and internetxi. Accident and Claim settlement and handlingxii. Training and testing feesxiii. Equipment expense and maintenancexiv. Suppliesc. Management Overheadd. Management Profit9

8. Indicate the proposed total annual cost of Staffing & Burden for the Hospital Operation perweek and annually.9. Indicate the proposed total annual contract cost, (the sum of the total annual cost of staffing &burden combined).10. Describe and clearly illustrate how you propose to structure the contract payment terms, ie: %over labor cost, direct burden pass-through with Management OH&P, etc. Give an example ofthe proposed structure for clarity.11. Provide samples of each required report and note the software product used to produce it.12. Provide a deduct alternate indicating the annual contract cost of the Greeter positions. Includein the cost the full burden associated with this function, including any reduction inmanagement, oversight or mark-up if this position were eliminated.Section 2- Proposed Service Enhancements• Clearly describe any level of service modification you believe would add value to the DMCoperation. Note any up front or recurring cost and the corresponding savings that would resultfrom implementation.• Clearly describe any infrastructure or technology modification you believe would add value tothe DMC operation. Note any up front or recurring cost and the corresponding savings thatwould result from implementation.10

DETROIT MEDICAL CENTER/SUBSIDIARIESATTACHMENT NUMBER 1BACKGROUNDThe following data (Attachments 1 and 2) is intended to provide an overview regarding the extent and scope of TheDetroit Medical Center, its facilities and subsidiaries. The Detroit Medical Center is comprised of eight hospitalswith more than 2,000 licensed beds and is the leading affiliate of the Wayne State University School of Medicine.The DMC accounts for approximately 30% of the total inpatient days of the major hospitals in the Metro Detroitarea. The main campus is located in downtown Detroit and consists of the following five hospitals:Children’s Hospital of MichiganFounded in 1886, Children’s Hospital of Michigan is the only freestanding hospital in the state dedicated to the treatment ofchildren. With a staff of over 200 pediatricians, 125 pediatric specialists, 800 pediatric nurses and over one thousandpediatric-trained employees, more pediatricians are trained at Children’s Hospital of Michigan than at any other hospital inthe state.From immunizations to baby sitting classes, car seat safety checks and other safety and prevention education, Children’sHospital of Michigan’s commitment to children goes beyond the doors of our hospital and spans the entire state.• In 2004, Children’s Hospital of Michigan was the only hospital in Michigan to be recognized in pediatrics byU.S.News & World Report “American Best Hospitals.”• Children’s Hospital of Michigan has more than 75,000 emergency room visits, and is a verified Level I pediatrictrauma center. The hospital’s specialty clinics treat over 140,000 outpatients each year, in specialties ranging fromGenetics to Urology.• Children’s Hospital is also a designated Injury Free Coalition for Kids (IFCK) site, an organization that strives toreduce and prevent injuries to children in their neighborhoods.• The Regional Poison Control Center is one of two in Michigan focused on poison prevention, education, triage andtreatment.• The Children’s Pediatric Mobile Team and School Mobile Health Center travel to areas across SoutheasternMichigan and provide on-site medical care to children and families.13

Detroit Receiving Hospital and University Health CenterDetroit Receiving Hospital (DRH) was founded in 1915 as a city-owned hospital, dedicated to caring for everyone,regardless of ability to pay. In 1965, the hospital was renamed Detroit General, and maintained that mission. In 1980,Detroit General moved to its new, award-winning, 320-bed facility, and reclaimed the name Detroit Receiving Hospital.Today, Detroit Receiving Hospital, and the University Health Center, still focus on providing the best medical care, usingthe latest technology, regardless of the patient’s ability to pay.• DRH was the first American College of Surgeons verified Level I Trauma Center in Michigan, and one of the firstin the nation. Focusing on adult medical care for emergency, trauma, and critically ill patients, the majority ofDRH patients arrive through the emergency department (ED). DRH’s ED treats more than 80,000 patients eachyear. The University Health Center clinics treat more than 250,000 patients annually, making it one of the busiestambulatory facilities in the country.• As a teaching institution, DRH is committed to physician education. Approximately 95% of the physicians on staffat the hospital also serve on the faculty of Wayne State University School of Medicine.• DRH physician expertise includes emergency medicine, orthopaedic traumatology, neurosurgery, trauma surgery,and burn treatment, earning national and international recognition for the hospital. DRH was also the site of thefirst cranioplasty, using a pre-cast replica of missing bone to repair a skull.• Detroit Receiving hosts the longest-running, annual trauma conference in the country, the Detroit TraumaSymposium, attracting physicians worldwide. The Symposium features the latest treatment and managementtechniques for the injured patient.• Along with exceptional medical treatment, the facility itself earned an award from the American Institute ofArchitecture for design, and also houses an extensive hospital-based art collection, comprised of donations to DRHover a 30-year period. The collection features more than 900 pieces, estimated at more than $3 million, one of thelargest hospital-based collections in the nation.CAPABILITIES, CALL: 313-745-826014

Harper University HospitalHarper University Hospital is one of the nation’s premier health care centers providing exceptional care to patients fromaround the world. It offers award-winning services in a broad range of clinical areas, including neurology, neurosurgery,kidney transplant, cardiology, and bariatric surgery.Affiliated with Wayne State University School of Medicine, Harper is staffed by leading experts, most of whom areteaching faculty with the university. These exceptional doctors are pioneers in medical research, creating breakthroughtreatments that dramatically improve the health patients’ lives.• Harper’s Department of Neurological Surgery is internationally recognized for excellence in clinical skills,innovative research and advanced education in the neurosciences. It was the first to debut technologies such as theGamma Knife in 1995 and Intraoperative Magnetic Resonance Imaging (iMRI) system in 2004 in Michigan.• The hospital’s neurologists are nationally recognized for their expertise in researching and treating neuromusculardiseases, multiple sclerosis, epilepsy and stroke.• More than 60 percent of the cardiologists in Michigan received some or all of their training at Harper. It is hometo some of Michigan’s top cardiologists and its specialists take the most comprehensive approaches tocardiovascular disease, intended to achieve the highest-quality outcomes in the state. Harper’s cardiologists areinternationally recognized as the experts in electrophysiology and new techniques such as cryoplasty.• The Transplant team recognizes the complex needs of transplant donors and recipients, both before and aftersurgery and is nationally-recognized for their medical expertise. Harper’s program offers living and deceaseddonor transplantation.Huron Valley-Sinai HospitalHuron Valley-Sinai Hospital (HVSH) is western Oakland County’s newest, only and fastest growing hospital founded in1986. The hospital doubled in size in 1999 adding an even wider range of medical, surgical and diagnostic specialty care.In spring of 2004, a $27 million expansion project was completed resulting in expanded surgical services, endoscopies,cardiopulmonary diagnostics, and a new home for the Krieger Center for geriatric care.The hospital has earned the distinction of being among the top hospitals in the area and nation in customer satisfaction. Itsstaff continues to provide the warm, personalized care for which it is known and its affiliation with the Detroit MedicalCenter provides a depth of resources and expertise available at few community hospitals. Patients benefit from advancedmedical technology, new treatments and expert staff – all close to home.The hospital’s spacious campus, adjacent to an orchard in Commerce, provides and unusually pleasant and tranquilenvironment. The hospital is designed to be accessible, comfortable with warm, appealing decor, gardens and works of art.15

Hutzel Women’s HospitalHutzel Women’s Hospital is Michigan’s first and only hospital for women. It is home of the National Institute of Health(NIH) perinatal branch and is one of the top teaching hospitals in Michigan in partnership with Wayne State University forobstetricians, gynecologists and maternal fetal medicine specialists. The NIH awarded WSU School of Medicine a #1 rankfor Obstetrics and Gynecology for Extramural Awards to Medical School Departments.Hutzel physicians are experts in women’s medicine and provide care in the areas of high-risk pregnancy, infertility,menopause and research. Thousands of women over the past 136 years have turned to Hutzel – known as The Destinationfor Women’s Care.• Hutzel houses Michigan’s only intensive care unit for expectant mothers with a state-of-the-art NeonatalIntensive Care Unit (NICU). The hospital is a national referral center for genetic resting and treatment of birthdefects during pregnancy.• Hutzel was the first hospital in Detroit to treat infertility more than 50 years ago and is still a leader with thelatest treatments including: in vitro fertilization, artificial insemination, donor egg procedures and surgicaltherapies.• From the latest urogynecological tests and procedures to minimally invasive and complex surgeries, the subspecialtiesat Hutzel work closely with referring physicians from around the state. Hutzel was the first to bringthe Essure Method, a non-incision form of permanent contraception to Michigan.• A joint effort of Hutzel and Children’s Hospital of Michigan, the Maternal Fetal Diagnosis project usesadvanced diagnostic tools and innovative therapies to identify and treat fetal abnormalities during and afterpregnancy.DMC Surgery HospitalDMC Surgery Hospital is Michigan’s only hospital focused exclusively on orthopaedic services. Offering modern facilitiesand patient amenities, it is staffed by an expert orthopaedic surgical team, many of whom have been listed as “America’sTop Doctors.”A valuable affiliation with Wayne State University School of Medicine allows Michigan Orthopaedic Specialty Hospital tocontinue to be the state’s premier training program for orthopaedic surgeons.Full service facility offering:• Physical Therapy and Occupational Therapy: Provided by Rehabilitation Institute of Michigan professionals,available to surgical patients before leaving the hospital.• Intensive Care Unit: For patients that require special attention, the unit is remarkably equipped and expertlystaffed.• 24-7 Emergency Care: Quick and efficient emergency care center is available 24 hours a day, 7 days a week forthe prompt treatment of minor emergencies from illnesses to injuries.• Physician Research Resource: One of the finest full orthopaedic library services anywhere. On-staff librarians canquickly and conveniently find the answers to any and all of your orthopaedic questions by drawing form the latestpublications on-site and online.• On-site Diagnostic Services: Lab testing and radiology procedures including x-rays, CT Scan and ultrasoundtesting.16

Rehabilitation Institute of MichiganRehabilitation Institute of Michigan is a national leader in the delivery of physical medicine and rehabilitation, and one ofthe country’s largest freestanding, academic rehabilitation hospitals.A comprehensive spectrum of both inpatient and outpatient services and programs are available for spinal cord injuries,brain injuries, stroke, cerebral palsy, musculoskeletal disorders, low back problems, amputations, sports injuries, workrelatedinjuries and other medical conditions which require physical rehabilitation. In addition, Rehabilitation Institute ofMichigan is one of 17 federally designated centers of excellence for the treatment of brain injuries in the United States.The Institute’s clinical capabilities are broad and diverse, and include psychiatry, rehabilitation nursing, physical therapy,occupational therapy, therapeutic recreation, neuropsychology, speech and language pathology, social work,electrodiagnostics, driver training, environmental evaluations and vocational counseling. These programs along with theInstitute’s educational services are aimed at helping persons with disabilities reach the highest level of functioning,independence and productivity.• The Institute is licensed for 94-beds and treats more than 1,600 inpatients and conducts over 100,000 outpatientvisits each year.• RIM houses the Southeastern Michigan Traumatic Brain Injury System (SEMTBIS), one of 17 federallydesignated centers of excellence in the United States for the treatment of brain injuries.• During the last five years, RIM has been awarded $9.5 million in federal and private grants for rehabilitationresearch focusing on restoring function, improving quality of life and developing innovative therapeutictechniques.• In addition to RIM’s main hospital, there are 19 outpatient facilities located throughout southeastern Michigan.The Institute houses a state-of-the-art Motion Analysis and Gait Laboratory. Research in the lab focuses on improvinghuman performance on skills such as walking or stair climbing or improving sports related techniques through proper bodymechanics.Sinai-Grace HospitalSinai-Grace Hospital (SGH) was created in 1988 when two well-established community hospitals – Sinai and Grace –joined together to offer compassionate, high quality patient care. Its roots in the community stretch back to 1888.SGH provides inpatient services in the basic care of medicine, including cardiology, emergency medicine, women andinfant services (obstetrics and gynecology), geriatrics, surgery, psychiatry, radiation oncology, and physical medicine andrehabilitation. SGH also provides many subspecialties such as neurological, plastic and urological surgery. Otherspecialized services include acute renal dialysis, weight management and bariatrics; sleep disorder therapy, urology andmovement disorders.SGH is also dedicated to providing quality surgical care to patients requiring joint replacement surgery. Through itscomprehensive Joint Replacement Center, the hospital offers the most technologically advanced techniques, including theminimally invasive knee replacement procedure performed by one of the nation’s top orthopaedic surgeons.SGH is one of the Detroit Medical Center’s premier sites with approximately 404 beds, more than 660 physicians, 900nurses and over 2,000 health care professionals and support staff.17

ATTACHMENT NUMBER 2DMC Environmental Statement(MUST BE COMPLETED AND RETURNED WITH PROPOSAL)In accordance with its mission, the Detroit Medical Center is dedicated to the health and safety of its patients,employees, customers, community and environment. Further the DMC is committed to continuousimprovement, prevention of pollution and compliance with relevant environmental regulations and otherrequirements.All contractors working at a DMC site are required to comply with the requirements of the EMS and theenvironmental policy. This Environmental briefing provides general details of the DMC EnvironmentalManagement System and statement.Supplier/Contractor is financially responsible for on-site environmental remediation actions resultingfrom incidents involving their employees and subcontractors:Supplier/Contractor understands the importance of compliance with relevant environmentallegislation and regulations and the consequences of noncompliance.All Suppliers/Contractors working at the site are required to comply with and ensure theiremployees and any Suppliers/Sub-Contractors or agents comply with the facility’sEnvironmental Management System (EMS) and environmental statement.All Suppliers/Contractors acknowledge receiving or were made aware of the DMCenvironmental statement, as well as applicable system procedures and work practices.Suppliers/Contractors shall not discharge anything to drains and/or sewers without priorapproval from the Site Safety Officer. Spills and other releases to the environment must beimmediately reported to the Site Safety Officer.Suppliers/Contractors shall provide adequate spill release prevention, as approved by the SiteSafety Officer.Suppliers/Contractors shall immediately notify the Site Safety Officer and Program Manager ofany abnormal conditions found during excavation activities at the site.Suppliers/Contractors shall properly label, store, and dispose of all their waste materials usedon-site in accordance with site procedures and all legal requirements.If site personnel are required to work with potentially hazardous materials brought on-site by acontractor, prior approval of the material by the Site Safety Officer is required.18

Suppliers/Contractors shall minimize the effects of noise, odor, light, fugitive dust emissions,and traffic movement on and/or adjacent to site property.Suppliers/Contractors shall obtain, prior to commencing work, all necessary environmentalapprovals or permits and present copies of such permits to the sites Program Manager.Suppliers/Contractors were informed of actions to be taken during an actual emergencysituation.The Supplier/Contractor understands that the site may interrupt Supplier/Contractor activitiesthat violate site policies and/or all legal requirements.Supplier/Contractor is financially responsible for on-site environmental remediation actionsresulting from incidents involving their employees and subcontractors. To minimize the riskof environmental accidents please review and initial the items contained in the EnvironmentalManagement Basics Table below:Environmental Management BasicsSupplier/Contractor understands the importance of compliance withrelevant environmental legislation and regulations and theconsequences of noncompliance.Supplier/ContractorInitialsAll Suppliers/Contractors working at the site are required to comply withand ensure their employees and any Suppliers/Sub-Contractors oragents comply with the facility’s Environmental Management System(EMS) and environmental statement.All Suppliers/Contractors acknowledge receiving or were made aware ofthe DMC environmental statement, as well as applicable systemprocedures and work practices.Suppliers/Contractors shall not discharge anything to drains and/orsewers without prior approval from the Site Safety Officer. Spills andother releases to the environment must be immediately reported to theSite Safety Officer.Suppliers/Contractors shall provide adequate spill release prevention, asapproved by the Site Safety Officer.Suppliers/Contractors shall immediately notify the Site Safety Officer andProgram Manager of any abnormal conditions found during excavationactivities at the site.Suppliers/Contractors shall properly label, store, and dispose of all theirwaste materials used on-site in accordance with site procedures and alllegal requirements.If site personnel are required to work with potentially hazardousmaterials brought on-site by a contractor, prior approval of the materialby the Site Safety Officer is required.Suppliers/Contractors shall minimize the effects of noise, odor, light,fugitive dust emissions, and traffic movement on and/or adjacent to siteproperty.19

Suppliers/Contractors shall obtain, prior to commencing work, allnecessary environmental approvals or permits and present copies ofsuch permits to the sites Program Manager.Suppliers/Contractors were informed of actions to be taken during anactual emergency situation.The Supplier/Contractor understands that the site may interruptSupplier/Contractor activities that violate site policies and/or all legalrequirements.20

Notice may be made by faxing written notice to the Entity’s Director of Information Systems Security as set forthin Section 14.(ii) Periodically as requested by Entity, Associate will provide Entity with a general description of SecurityIncidents that were not successful in accessing or disrupting PHI.“Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, ordestruction of information or interference with system operations in an information system.c. Other Improper Uses or Disclosures. Associate will report to Entity any other impermissible use ordisclosure within 30 days.d. Mitigation. Associate agrees to mitigate, to the extent practicable, any harmful effect that is known toAssociate of a use or disclosure of PHI by Associate in violation of the requirements of this Addendum or theRequirements, as reasonably directed by Entity.4. Agents and Subcontractors. If Associate provides PHI to an agent or subcontractor for a purpose authorized under theAgreement and this Addendum, Associate will first enter into a written contract with the agent or subcontractor thatrequires the agent or subcontractor to agree to the same restrictions and conditions applicable to Associate’s use anddisclosure of PHI, as set forth in this Addendum. Associate will maintain a list of any such disclosures to agents orsubcontractors as provided in Section 8 of this Addendum.5. Obligations Regarding Associate Personnel. Associate will appropriately inform all of its employees, agents,representatives and members of its workforce (“Associate Personnel”), whose services may be used to satisfy Associate’sobligations under the Agreement and this Addendum of the terms of this Addendum. Associate represents and warrantsthat the Associate Personnel have signed confidentiality agreements and are under legal obligation to Associate to enableAssociate to fully comply with the provisions of this Addendum. Associate shall maintain copies of such signedconfidentiality agreements and shall provide them to Entity upon request.6. Access to PHI.a. Entity Request. Within 20 days of a request by Entity for access to PHI held by Associate, Associatewill make requested PHI available to Entity.b. Patient Request. If an Individual or his/her Personal Representative (individually or collectively,“Patient”) directs the access request to Associate, Associate will within twenty business days forward such request inwriting to Entity. Entity will be responsible for making all determinations regarding the grant or denial of a Patient’srequest and Associate will make no such determinations.7. Amendment of PHI.a. Entity Request. Within 20 days of receiving a request from Entity to amend a Patient’s PHI, Associatewill provide such information to Entity for amendment. If the Entity’s request includes specific information to be includedin the PHI as an amendment, Associate will incorporate such amendment within 10 days of receipt of the Entity’s request.b. Patient Request. If a Patient directs the amendment request to Associate, Associate will within 20 daysforward such request in writing to Entity. Entity will be responsible for making all determinations regarding the grant ordenial of a Patient’s request and Associate will make no such determinations.8. Accounting of Disclosures; Requests for Disclosure. Associate will, to the extent required by the Requirements, keepa record of any disclosure made to third parties, including Associate’s agents and subcontractors, and will maintain thisdisclosure record for the term of the Agreement and for six years from the effective date of termination of the Agreement.a. Entity Request. Associate will provide a copy of its record of such disclosures to Entity within 20 daysfollowing the request by Entity.b. Patient Request. If a Patient directs the accounting request to Associate, Associate will within twentybusiness days forward such request in writing to Entity. Entity will be responsible for making all determinations regardingthe grant or denial of a Patient’s request and Associate will make no such determinations.9. Patient Request for Restrictions. If a Patient requests Associate to restrict the use or disclosure of PHI, Associate willforward the request to Entity within 20 days of Associate’s receipt of the request. Entity will be responsible for making alldeterminations regarding the grant or denial of a Patient’s request for restrictions, and Associate will make no suchdeterminations. Associate will restrict the use or disclosure of PHI consistent with the Entity’s instructions.10. Associate Use for Management and Administration. Associate may use PHI for the necessary management andadministration of Associate, or to carry out the legal responsibilities of the Associate if:a. The disclosure is required by law; or22

. Associate secures written assurance from the receiving party that the receiving party will: (i) hold the PHIconfidentially; (ii) use or disclose the PHI only as required by law or for the purposes for which it was disclosed to therecipient; and (iii) notify the Associate of any breaches in the confidentiality of the PHI.11. Responsibilities upon Termination.a. Return of PHI; Destruction. Within ninety (90) days of termination of Agreement, Associate willreturn to Entity all PHI received from Entity or created or received by Associate on behalf of Entity which Associatemaintains in any form or format, and Associate will not maintain or keep in any form or format any portion of the PHI.Alternatively, Associate may, upon Entity’s written consent, destroy all such PHI and provide written documentation ofsuch destruction. The requirement to return or destroy such PHI will apply to all agents or subcontractors of Associate.Associate will be responsible for recovering any PHI from such agents or subcontractors. If Associate cannot obtain thePHI from any agent or subcontractor, Agent will so notify Entity and will require that such agents or subcontractors directlyreturn PHI to Entity or otherwise destroy such PHI, subject to the terms of this Section.b. Alternative Measures. If Associate believes that returning or destroying PHI at the termination of theAgreement is infeasible, it will provide written notice to Entity within thirty (30) business days of the effective date oftermination of the Agreement. Such notice will set forth the circumstances that Associate believes makes the return ordestruction of PHI infeasible and the alternative measures that Associate recommends for assuring the continuedconfidentiality and security of the PHI. Entity promptly will notify Associate of whether it agrees that the return ordestruction of PHI is infeasible. If the Entity agrees that return or destruction of PHI is infeasible, Associate agrees toextend all protections, limitations and restrictions of this Addendum to Associate’s use or disclosure of PHI retained aftertermination of this Agreement and to limit further uses or disclosures to those purposes that make the return or destructionof the PHI infeasible. Any such extended protections, limitations and restrictions will apply to any agents or subcontractorsof Associate for whom return or destruction of PHI is determined by Entity to be infeasible. If Entity does not agree thatthe return or destruction of PHI from Associate or its agents or subcontractors is infeasible, Entity will provide Associatewith written notice of its decision, and Associate, its agents and subcontractors will proceed with the return or destructionof the PHI pursuant to the terms of this Section within fifteen days of the date of Entity’s notice.12. Termination. Entity may immediately terminate the Agreement upon written notice to Associate if Entity determinesthat the Associate has breached a material term of this Addendum. Alternatively, Entity may elect to provide Associatewith thirty (30) days’ advance written notice of Associate’s breach of any term or condition of this Addendum, and affordAssociate the opportunity to cure the breach to the satisfaction of Entity within twenty days of such notice. If Associatefails to timely cure the breach, as determined by Entity, the Agreement will terminate as provided in Entity’s notice.13. Associate Books and Records.a. Entity Access. Associate will, within five business days of Entity’s written request, make availableduring normal business hours at Associate’s offices, all records, books, agreements, or policies and procedures relating tothe use or disclosure of PHI for the purpose of allowing Entity to determine Associate’s compliance with the Agreementand this Addendum.b. Government Access. Associate will make its internal practices, books and records on the use anddisclosure of PHI available to the Secretary of the Department of Health and Human Services to the extent required fordetermining compliance with the Privacy Standards and any other provisions of HIPAA and HIPAA regulations.Notwithstanding this provision, no attorney-client, accountant-client or other legal privilege will be deemed waived byAssociate or Entity as a result of this Section.14. Notices. Any notices required under this Addendum will be sent to the parties at the following address by first classmail, fax or hand delivery:[DMC Facility]____________________________________________________________________________________Fax: _______________________Attn: ______________________Associate:_______________________________________________________________________________________________________________Fax: __________________________Attn: _________________________With copy to:23

RE: AMENDMENTS or TERMINATION RE: PRIVACY BREACHES RE: SECURITY INCIDENTS:Vanguard Health Systems, Inc.20 Burton Hills Blvd, Suite 100Nashville, TN 37215Fax: 615-665-6197Attn: General CounselWith copy to:The Detroit Medical Center4707 St. Antoine, Suite W514Detroit, MI 48201Fax: 313-966-2040Attn: General CounselVanguard Health Systems, Inc.20 Burton Hills Blvd, Suite 100Nashville, TN 37215Fax: 615-665-6176Attn: Director of HIPAAHIPAA Hotline: 1-800-300-9876With copy to:DMC Regulatory & GovernanceSinai Grace Hospital6071 West Outer Drive7 th Floor, Lourdes BuildingDetroit, MI 48235Fax: 313-745-7929Attn: Privacy OfficerHIPAA Hotline: 1-800-8ETHICSVanguard Health Systems, Inc.20 Burton Hills Blvd, Suite 100Nashville, TN 37215Fax: 615-665-6059Attn: Director of Information SystemsSecurityWith copy to:DMC Regulatory & GovernanceSinai Grace Hospital6071 West Outer Drive7 th Floor, Lourdes BuildingDetroit, MI 48235Fax: 313-745-7929Attn: Security Officer15. Indemnification. Notwithstanding anything to the contrary in the Agreement, if a Breach or other violation of theRequirements occurs due solely to the acts or omissions of one party, that party shall indemnify, defend and hold the otherparty harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonably attorneys'fees) arising solely out of such Breach or other violation of the Requirements. This Section shall survive termination of theAgreement and/or this Addendum and is without regard to any limitation or exclusion of damages provision otherwise setforth in the Agreement.16. PHI Disclaimer and Ownership. PHI IS PROVIDED TO ASSOCIATE SOLELY ON AN "AS IS" BASIS.ENTITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. As betweenEntity and Associate, any PHI disclosed, delivered or provided to Associate in connection with the Agreement, shall bedeemed to be the exclusive property of Entity. In no event shall Associate or its subcontractors claim any rights withrespect to such PHI. Neither Associate nor its’ agents or subcontractors shall transfer or export any PHI provided by Entityoutside the United States. Additionally, Associate shall not use, authorize to use or disclose the PHI for the purpose ofdeveloping information or statistical compilations for use by third parties or other division or subsidiary of Associate or forany commercial exploitation.17. Amendment and Modification. This Addendum may be amended only as set forth in the Agreement, except thatEntity may amend the Addendum to the extent necessary to comply with new regulatory requirements by giving writtennotice to Associate, and such amendment shall become effective as of the later of 30 days following such notice or the datespecified in the notice.In witness whereof, this Addendum is entered into between the parties to be effective as of ________________.DETROIT MEDICAL CENTER:ASSOCIATE:ByItsDateByItsDate24

ATTACHMENT NUMBER 4Vendor Employee Screening Addendum(1) Vendor shall, at Vendor’s sole cost and expense, conduct criminal background checks on all Vendoremployees who are assigned to perform services in any DMC facility on a regular or continuous basis. Vendor employeesmay not commence services until they have successfully cleared the criminal background check process. Vendor employeeswho have prior felony convictions, misdemeanor convictions for theft, fraud or narcotic related charges, a pending chargeor otherwise fail to clear the criminal background check shall not be assigned to work in a DMC facility without priorwritten consent or authorization of the DMC.(2) Upon request, Vendor shall provide the DMC copies of the criminal background reports of Vendoremployees assigned to DMC facilities. DMC reserves the right, at any time, with or without cause, to request thereplacement of a Vendor employee assigned to a DMC facility with another Vendor employee satisfactory to the DMC.(3) All Vendor employees assigned to perform services at a DMC facility shall have an ongoing obligation todisclose any future charges and/or convictions throughout such employees’ service to the DMC. Vendor shall require suchemployees to immediately disclose any charge and/or conviction of any of the crimes listed in (1) (“Change in CriminalStatus”) at any time during such employee’s service at a DMC facility. Vendor shall notify the DMC within twenty-four(24) hours of an employee’s Change in Criminal Status.(4) Vendor represents and warrants that all Vendor employees assigned to a DMC facility to perform serviceshave successfully cleared the criminal background search and have no history of criminal behavior, or that DMC hasgranted an exception to permit such Vendor employees to perform services at a DMC facility.(5) Vendor shall indemnify, hold harmless and defend DMC (including any affiliate or subsidiary of DMC)for, from and against all liability, loss, damage, claims, suits and actions (including but not limited to, all reasonableattorneys’ fees and costs of defense) brought for or on account of any actual or alleged personal injury, death, or propertydamage sustained or claimed to have been sustained as a result of Vendor’s failure to screen its employees as requiredherein.(6) Failure of Vendor to properly screen its employees as provided in this Paragraph shall constitute amaterial breach/default of this Agreement.(7) The criminal background check performed by Vendor shall include, but not be limited to:(a)(b)(c)(d)Michigan Internet Criminal History Access Tool (ICHAT);Michigan Corrections Background Record Search (OTIS);Michigan Sex Offender Record Search;Out –of –State checks and searches equivalent to (a) –(c) where the Vendor employee has anemployment history or has lived outside the State of Michigan.I agree to adhere to the Vendor Screening Process described above for any and all employees assigned to performservices at the DMC._________________________________________Company Name_________________________________________Company Authorized Management Signature________________________________________Printed Name and Title_____________Date25