SERVICES AGREEMENT

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							                                          EXHIBIT A
                                              To
                                     Services Agreement
                                           Between
                             Dallas County Hospital District d/b/a
                             Parkland Health & Hospital System
                                       and Contractor

1.     Contractor shall

        1.      Provide asset inventory services to Parkland with accurate accounting for its
capital equipment; assets of value that are not capitalized (with specified exceptions); asset
tagging; collection of specified data elements in a format to facilitate electronic upload to
Parkland systems; and reconciliation to asset ledgers and databases. These services are
intended to support internal control requirements, operational efficiency and a foundation for
future tracking of assets in the New Parkland hospital in 2014. Parkland may use and disclose
Contractor’s work product to its external auditor, its tax, legal or other advisors, or equipment
planning consultants who will use this data for various purposes. Award of a contract and
execution of the inventory is anticipated in the Feb/Mar timeframe, unless otherwise advised by
Parkland.

        2.      Provide the results of its work in a file, compatible with Parkland’s system,
reporting the following data elements for assets as described below, utilizing AHA Hospital
Guide and AAMI nomenclature:

                                      Daily Information
          Department Inventoried
          Ombudsman
                                        Data Elements
          Serial Number
          Estimated Date of Acquisition
          Estimated Value
          Item Description - AAMI
          Manufacturer
          Make/Model
          Building Name & Number
          Floor Number
          Room Number
          Property / Passive RFID Tag Number
          Existing Property Tag Number
          Current Bio-Med Number
          Alternative Description – AHA Hospital Guide
          Leased or Rented
        3.     Conduct the asset inventory at Parkland’s main-campus facilities and satellite
clinics as described below:

                                                                          Approx Size Ft2
         Location Name                       Address
Main Parkland Hospital         5201 Harry Hines Blvd, Dallas TX
                               75235                                                   1,284,676
Amelia CT                      1936 Amelia Ct, Dallas, TX 75235                          32,513
Vickery Health Center          8224 Park Lane, Dallas, TX 75241                             6,989
Southeast Dallas               9208 Elam Rd., Dallas, TX 75217                          107,496
Oak West                       4444 S. Hampton, Dallas, TX 75232                         15,805
Lake West                      3737 Goldman, Dallas, TX 75212                               7,000
Irving                         1800 N. Britain Rd.                                       40,007
Homes/The Bridge (40570)                        TBD                             TBD
Homes/DRC (40570)                              TBD                              TBD
Garland                        802 Hopkins Rd, Garland, TX 75040                         31,443
East Dallas                    3320 Live Oak, Dallas, TX 75205                           47,460
Deharo                         1400 N Westmoreland, Dallas, TX
                               75211                                                     36,297
Live Oak                       3310 Live Oak, Dallas, TX 75205                           40,034
Bluitt Flowers                 303 N. Overton Dr., Dallas, TX 75216                      49,452
Jail                           113 West Commerce, Dallas, TX                              46000
                               75202
Breast                                         TBD                              TBD
Imaging/Mammography
Maple                          6303 Harry Hines, Dallas, TX 75235               TBD
EPO                            7920 Elm Brook, Dallas, TX 75247                          13,993
Chase Bank Building            6300 Harry Hines                                 TBD
ASC                            4900 Harry Hines                                        62,267.00
Stemmons Building              2777 Stemmons Frwy, Dallas, TX
                               75207                                                     16,421
Cityville                      2222 Medical District Dr. Dallas,Tx              TBD
                               75235
Warehouse on Butler            2422 Butler St., Dallas, Tx 75235                         35,000
Materials Receiving and
Distribution (MRD)             5201 Harry Hines, Dallas, TX 75235                        25,562
Medical Records (PRC) – 2
Locations                      7611 J. Carpenter Frwy                                    47,518
        4.     All items in rooms throughout Parkland’s facilities shall be inventoried as
 described in paragraphs 1.2 and 1.3 above with the following items which are expressly
excluded from this inventory effort and shall not be counted, tagged or inventoried. Final listing
to be agreed upon between Contractor and Parkland before mobilization of inventory team.

                                     Inventory Exclusions
APRON, LEAD                       RACK RETURN                       SURGICAL INSTRUMENTS
BED LOCATOR                       RACK, APRON, WALL MOUNTED         DESK ACCESSORIES
                                                                    (CALCULATORS/STAPLERS ETC…)
CABINET, PERSONAL PROTECTION      RACK, LEAD APRON                  ARTWORK
CAMERA, IN-LIGHT SURGICAL         RACK, MEDICAL CHART               EQUIPMENT MOUNTING
                                                                    BRACKETS
CASSETTE HOLDER, WALL             RACK, PATIENT TRANSFER DEVICE     PIPETTORS & OTHER LAB
                                                                    INSTRUMENTS
FIRE BLANKET, WALL MOUNTED        RACK, WOODEN, WALL MOUNT          TELEPHONE HANDSETS
FLOOR SCALE, PIT MOUNTED          REGULATOR, VACUUM                 COFFEE MAKERS
FLOWMETER, OXYGEN                 RESUSCI ANATOMICAL                OFFICE SUPPLIES
FLOWMETER, AIR                    RESUSCI ANNE / FULL BODY          KEYBOARDS
FLUID WASTE MANAGEMENT
SYSTEM                            RESUSCI ANNE RECORDING            COMPUTER SPEAKERS
GLOVE BOX HOLDER                  RESUSCI BABY                      COMPUTER MOUSE
GONAD SHIELD SET                  RESUSCI TORSO                     OFFICE SREADERS
HEADWALL, PATIENT ROOM            SCALE, PATIENT, FLUSH MOUNTED     WHITE BOARDS
HOLDER, CHART AND X-RAY           SERVICE COLUMN, MED GAS-          MAINTENANCE TOOLS, LOW
                                  FLOOR                             VALUE
MODEL, BIOLOGICAL                 SHARPS CONTAINER                  ITEMS OF VALUE BELOW $500
MODEL, HUMAN TORSO                SPECULA DISPENSER                 CONTENTS OF DESKS, DRAWERS,
                                                                    SHELVES
MOP BUCKET / WRINGER              SPHYGMOMANOMETER, Wall Mount      MAINTENANCE BULKS i.e. NUTS,
                                                                    BOLTS, ETC
PASS THRU ASSEMBLY                STEAM BOILER
PATIENT LIFT, CEILING-MOUNTED     STEAM GUN
PEDESTAL, MED GAS                 THYROID COLLAR, LEAD
PHARMACY PASS-THRU WINDOW         VALVE, MIXING-WATER
PROBE, THERMAL                    WALL SLIDE, SUCTION
HOLDER, CHART AND X-RAY           WASTE BASKETS



         5.      Follow procedures and methods, reviewed with and approved by Parkland,
during the course of the work to ensure reliable results. These procedures and methods include
the following: (a) work schedule that will impact Parkland’s operations as little as possible, yet
produce an efficient workflow for inventory teams; (b) ensure their on-site team coordinates
closely with Parkland’s asset management team; (c) ensure their on-site team coordinates
closely with clinical personnel in areas being inventoried to ensure patient privacy and care are
not compromised; (d) follow Parkland procedures for access to the facilities, highlighting any
restrictions to inventory team members. Parkland procedures will include registration through
the Parkland VCS site. All inventory team members will be required to have obtained all
necessary vaccinations as defined by Parkland in its sole discretion prior to the start of the
inventory process.

        6.     On the first day of the scheduled inventory, arrive on site and ask to be directed
 to the secured workspace Parkland has scheduled for use. This area will be utilized for
scheduling, project meetings with staff, floor plan review and coordination of quality review
checks. Begin the site work at each facility with a planning meeting involving members of
Contractor’s asset management team and the Parkland Ombudsman with whom they will work
       7.      Contractor will also confirm that all required information such as floor plans,
department lists, asset and cost data and other necessary materials have been received and
adequate for use.

        8.     Contractor and Parkland will agree on the lines of communication that its team
will use throughout the course of the work.

        9.     Tour the facility to acquaint themselves with the layout and to identify any areas
requiring special access or modified processes. Contractor will also seek relevant input from
the Ombudsman regarding their suggestions for completing the inventory efficiently and
effectively.

       10.   Determine if assets are held in storage areas in such a manner as to prevent
normal access for the purpose of this inventory. If so, Contractor will ask Parkland’s
Ombudsman to arrange for access to those items before including them in this process.

       11.      Include assets owned by Parkland but situated at remote locations, such as
 those held by vendors, contractors, or home-based employees. Once Parkland has provided a
complete list of all such remote asset holders, Contractor will provide all identified remote asset
holders with a set of instructions and a self-inventory form. The self-inventory form should then
be completed by each remote asset holder and returned to the Ombudsman or their designees
at Parkland. Assets identified in the self inventory form, or other communication, may require a
physical inventory, or further validation. The complement of completed self-inventory forms
should then be forwarded to Contractor’s Project Manager for review to ensure completeness
and accuracy. In order to achieve the agreed-upon delivery commitments, only the data
contained in properly completed self-inventory forms received by Contractor’s Project Manager
on or before a “to be determined” benchmark date will be added to the results of the on-site
inventory.

      12.       Finalize the planning documents for the inventory process and gain Parkland
approval prior to beginning the on-site inventory process.

        13.     Tag all inventoried assets. The exception would be items that do not lend
themselves to the application of a tag. When these exceptions are encountered they are to be
brought to the attention of the Parkland Ombudsman on hand. Alternatives, based upon past
practice will be discussed and documented. All inventoried assets will have a passive RFID
property tag applied. Prior to the start of the inventory, a supply of tags will be provided by
Parkland to the contractor. Before the start of the inventory Parkland will insure sufficient
quantities of passive RFID tags are available for use. The inventory process will include
recording the current tag and affixing a new passive RFID tag. The new tag will be recorded and
the asset location will be verified.

        14.     Expect to encounter the following situations: (a) the asset will already have a tag
affixed, at which time Contractor will record this number in Parklands inventory database as
described above; (b) the asset will not have a tag affixed, at which time Contractor will record all
pertinent information and apply a new tag as provided by Parkland; (c) the asset will already
have a bar coded tag affixed belonging to a different facility or from a previous tagging system,
at which time Contractor will record the number as a data element.
       15.      Conduct the inventory during normal business hours. However, the contractor’s
staff may need to work early morning or evening hours in order to address sensitive areas and
high activity patient treatment areas.

       16.     Employ a thorough quality review process, which includes the following steps: (a)
on a daily basis, each individual performs a review of the same day’s inventory. Discrepancies
are addressed the following day by revisiting the areas in question; (b) the project manager, on
several occasions, performs sample testing of major locations within the facility; and (c) a final
walk through of the entire facility is conducted to assure no assets were missed during the initial
inspection.

        17.     Perform a reconciliation of all items identified during the inventory to the asset
and Bio-Med records of Parkland upon completion of the inventory. Contractor’s reconciliation
process will identify the following: (a) assets that were inventoried and traced to the asset
accounting records (matched assets); (b) assets included in the asset accounting records that
were not located during the inventory (unrecorded retirements): (c) assets that were inventoried
but not located in the asset accounting records (unrecorded additions) by:

           17.1         Utilization of a detailed line by line item approach that involves the
    reconciliation of all unrecorded additions with the unrecorded retirements. The result of this
    approach is an assessment of every line item in the asset records as part of the
    reconciliation to the inventory. This detailed approach occurs in the following steps: (a) any
    existing tag number or serial number matches are made where available; (b) cost centers
    and building location matches occur between similar items on the inventory and Parkland’s
    asset records; (c) manufacturer and model number matches occur between similar items on
    the inventory and Parkland’s asset records; (d) bulk or group entries as well as general
    items will be allocated (i.e. beds, medical equipment, monitoring equipment, etc); (d) a
    parent/child relationship will be developed and the total historical cost will be allocated to
    the respective units while retaining historical dates and life assignments; (e) fiscal year
    additions are reconciled between the client’s acquisition date and the inventory’s estimated
    date; (f) items outside the scope of the inventory will be identified and included based on
    information provided by Parkland. (g) the contractor will estimate the historical cost of
    unrecorded additions using commercially accepted costing techniques; h) Use of current
    system number or unique identifier as audit trail;


            17.2      Identify matches, allocations, unrecorded retirements, unrecorded
 additions against Parkland supplied information. Utilization of codes is acceptable but must be
approved by Parkland.

       18.     Deliver to Parkland a full complement of electronic reports in MS Excel ™ with
 one hard copy, in Adobe PDF ™ file format . Contractor will provide Parkland with a Asset
Inventory and Reconciliation Report, which can be used by management and outside auditors to
provide assurance that the techniques and conclusions therein are consistent with Generally
Accepted Accounting Principles (GAAP). This report will describe the study, assumptions,
pertinent regulations and requirements. Supporting documentation concerning the data,
reasoning, and analyses will be retained as a part of the work papers. The following is an
example of the anticipated reports that will be generated by the vendor:
                  Asset Accounting Summary Report
                  Asset Accounting Ledger Report
                  Asset Unrecorded Additions Report
                  Asset Unrecorded Retirements Report
                  Asset Client Supplied information Report
                  Bio-Med Asset Ledger Report


   2. Parkland shall:

       2.1     Provide a workspace to execute the work with telephone access;

       2.2     Floor schematics

       2.3     Contact names, numbers and email addresses

       2.4     Excel file with current asset records; documentation supporting additions and
               retirements

       2.5     Asset record General Ledger balances

       2.6     Excel file with current Bio-Med asset data base

       2.7     Provide advance notice and requirements for Contractor staff on site, badging
               and access to all included locations including secure or locked areas

   3. Fees

       3.1 In consideration of Contractor’s performance of the Services the contractor shall
propose a fixed fee structure inclusive of all out of pocket expenses based on the below
breakdown:

               Completion of Project Planning               $_________________
               Completion of Asset Inventory                $_________________
               Acceptance of Review/Reconciliation          $_________________
               Completion of “Off-site” Inventory           $_________________


        3.2     As a requirement to receive payment for services provided, Contractor will
 provide to Parkland, when appropriate, a detailed invoice of all amounts due to Contractor
including reference to the services performed by Contractor during the applicable billing period.
Invoicing and payment will be at the completion of each of these phases.

       3.3      Parkland reserves the right to verify through an independent QA/QC internal
 process that the vendors results are accurate. If the results of the QA/QC process reveal errors
the vendor will be required to re-inventory the specific area at no cost to Parkland. If continual
inaccuracies are continual in nature, Parkland will be entitled to recoup its internal costs from
the vendor.
       3.4 Within thirty (30) days of receipt and approval of invoice, Parkland will pay Contractor
the agreed upon fee.

       3.5 Contractor understands and agrees that all billings must be submitted to
Parkland within thirty (30) days of expiration or termination of the Agreement and any invoices
and/or expenses reports submitted thereafter will not be honored or paid. Parkland must
approve any exceptions to this billing procedure in writing.

						
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