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Page 1 of 54 CONTRACT PURSUANT TO PH RFP 230146 This Contract is entered into this 1st day of August 2023 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Sonora Quest Laboratories, an Arizona corporation (“Contractor”) for the purchase of services related to Laboratory Services for Public Health. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of 3 years, beginning on the 1st day of August 2023 and ending the 30th day of June 2026. 1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of three (3) additional years, (or at the County’s sole discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 1.3 CONTRACT COMPLETION: The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to, the preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement. 2.0 PRICE ADJUSTMENTS: Any requests for reasonable price adjustments must be submitted sixty (60) calendar days prior to the Contract expiration date. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the Contract. The new change shall not be in effect until the date stipulated on the Contract. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit “A.” 3.2 Payment shall be made upon the County’s receipt of a properly completed invoice. 3.3 INVOICES: 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name, address, and contact DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 2 of 54 • County bill-to name and contact information • Contract Serial Number and Title • County purchase order number • Invoice number and date • Payment terms • Deliverable description • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order. 3.3.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site located at https://azdom-vss-ext.hostams.com/PRDVSS2X1/Advantage4 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.4 APPLICABLE TAXES: 3.4.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.4.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege taxes apply to sales made under the terms of this Contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or State and local laws and regulations, and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation. 3.5 TAX (SERVICES): No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes. 4.0 AVAILABILITY OF FUNDS: 4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds. DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 3 of 54 4.2 If any action is taken by, any State agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by the Procurement Officer. 6.0 TERMS AND CONDITIONS: 6.1 INDEMNIFICATION: To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to reasonable attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of the negligent acts, errors, omissions, or mistakes relating to the performance of this Contract. Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly employed by them, or anyone for whose acts they are liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The scope of this indemnification does not extend to the negligence of County. 6.2 INSURANCE: 6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. Contractor may insure some or all of its obligations hereunder through a program of self-insurance. 6.2.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 4 of 54 6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured retentions. 6.2.6 The insurance policies required by this Contract, except Workers’ Compensation, shall include County, its agents, representatives, officers, directors, officials and employees as Additional Insureds or loss payees, if applicable. 6.2.7 The policies required hereunder, except Workers’ Compensation and, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor’s work or service. 6.2.8 Commercial General Liability: Commercial General Liability insurance with a limit of not less than $2,000,000 for each occurrence or claim, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. 6.2.9 Automobile Liability: Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the premises under this Contract. 6.2.10 Workers’ Compensation: Workers’ Compensation insurance to cover obligations imposed by Federal and State statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. Contractor, its contractors and its subcontractors waive all rights against County and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability, or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract. 6.2.11 Certificates of Insurance: 6.2.11.1 Upon Contract award, and execution of this Contract, Contractor shall furnish the County with valid and complete certificates of insurance, or self-insurance, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. 6.2.11.2 In the event any insurance policy(ies) required by this Contract is(are) written on a claims made basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance. DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 5 of 54 6.2.11.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) calendar days after the expiration date. 6.2.12 Cancellation and Expiration Notice: Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within two (2) business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed, or hand delivered, to 4041 N. Central Avenue, #1400, Phoenix, AZ 85012 or emailed to the Procurement Officer noted in the solicitation. 6.3 FORCE MAJEURE: 6.3.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service. 6.3.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 6.3.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 6.4 WARRANTY OF SERVICES: 6.4.1 The Contractor warrants that all services provided hereunder will conform to the requirements of the Contract, including all descriptions, specifications and attachments made a part of this Contract. County’s acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. 6.4.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein. Services corrected by the Contractor shall be subject to all the provisions of this Contract in the manner and to the same extent as services originally furnished hereunder. 6.5 INSPECTION OF SERVICES: 6.5.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during Contract performance and for as long afterwards as the Contract requires. DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 6 of 54 6.5.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 6.5.3 If any of the services do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may: 6.5.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.5.3.2 Reduce the Contract price to reflect the reduced value of the services performed. 6.5.4 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: 6.5.4.1 By Contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 6.5.4.1 Terminate the Contract for default. 6.6 ORDERING AUTHORITY: Any request for purchase shall be accompanied by a valid purchase order, issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment. 6.7 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION: 6.7.1 This Contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this Contract when the County identifies a need and proper authorization and documentation have been approved. 6.7.2 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy. 6.8 PURCHASE ORDERS: County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc. 6.9 SUSPENSION OF WORK: The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the Contract. 6.10 STOP WORK ORDER: DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 7 of 54 The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of ninety (90) calendar days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 calendar days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either: 6.10.1 Cancel the stop work order; or 6.10.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience clause of this Contract. 6.10.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or Contract price, or otherwise, and the Contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. 6.11 TERMINATION FOR CONVENIENCE: Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 6.12 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: 6.12.1 Deliver the supplies or to perform the services within the time specified in this Contract or any extension; 6.12.2 Make progress, so as to endanger performance of this Contract; or 6.12.3 Perform any of the other provisions of this Contract. The County’s right to terminate this contract under these subparagraphs may be exercised if the Contractor does not cure such failure within ten (10) business days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.13 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the Contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County from any other party to the Contract arising as the result of the Contract. 6.14 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01: If Contractor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of $100,000 or more, Contractor certifies it is not currently engaged in, and agrees for the duration of this agreement to not engage in, a boycott of goods or services from Israel. This DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 8 of 54 certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 6.15 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-394: Contractor warrants and certifies that it does not currently, and agrees for the duration of the Agreement, that it will not use: 1. the forced labor of ethnic Uyghurs in the People's Republic of China, 2. any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China, 3. any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If Contractor becomes aware during the term of this Agreement that the Contractor is not in compliance with this paragraph, Contractor shall notify the County within five business days after becoming aware of the noncompliance. If the Contractor fails to provide a written certification to the County that the Contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date occurs before the end of the 180-day period, the agreement terminates on the agreement termination date. 6.16 CONTRACTOR LICENSE REQUIREMENT: The Contractor shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Contractor shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the Department of all changes concerning permits, insurance, or licenses. 6.17 SUBCONTRACTING: 6.17.1 The Contractor may not assign to another contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Contract Number and identify the job project. 6.17.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates, or the County has approved the increase. The Subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime Contractor’s invoice. 6.18 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. The designated Procurement Officer shall be responsible for approving all amendments for Maricopa County. 6.19 ADDITIONS/DELETIONS OF REQUIREMENTS: The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately to the amount of DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 9 of 54 service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 6.20 STRICT COMPLIANCE: Acceptance by County of a performance that is not in strict compliance with the terms of the Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the Contract. 6.21 VALIDITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of the Contract. 6.22 SEVERABILITY: The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract. 6.23 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to a Contract and to the performance thereunder. 6.24 NON-DISCRIMINATION: Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009- 09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Arizona State Library Research website (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client, or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin. 6.25 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 6.25.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, it’s current officers and directors; 6.23.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state, or local jurisdiction; 6.23.1.2 have not within three (3) year period preceding this Contract; 6.23.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; and 6.23.1.2.2 been convicted of violation of any Federal or State antitrust statues or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; 6.23.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 10 of 54 offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default. 6.23.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 6.25.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e., transactions with Subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.26 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.26.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using E-verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three (3) years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 6.26.2 The County retains the legal right to inspect Contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.24.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the Contract and may pursue any and all remedies allowed by law, including, but not limited to; suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 6.27 INFLUENCE: As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes, but is not limited to: 6.27.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy, 6.27.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 11 of 54 6.28 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS: 6.28.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of the Federal Acquisition Regulation. 6.28.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 6.28.3 Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 6.29 UNIFORM ADMINISTRATIVE REQUIREMENTS: By entering into this Contract, Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 6.30 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.30.1 In accordance with section MC1-372 of the Maricopa County Procurement Code the Contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 6.30.2 If the Contractor’s books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 6.31 AUDIT DISALLOWANCES: If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 6.32 OFFSET FOR DAMAGES: In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the Contract. 6.33 CONFIDENTIAL INFORMATION: DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 12 of 54 Any information obtained in the course of performing this Contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information. The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. The Contractor’s procedures and controls at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the Contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within fifteen (15) calendar days of the written request to do so. Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination. 6.34 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 6.35 PRICES: Contractor warrants those prices extended to County under this Contract are no higher than those paid by any other customer for these or similar services. 6.36 INTEGRATION: This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied. 6.37 RELATIONSHIPS: 6.37.1 In the performance of the services described herein, the Contractor shall act solely as an Independent Contractor or Subrecipient, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co-employee, partnership, principal and agent, or joint venture between the County and the Contractor. 6.37.2 For Task Order contracts: The County reserves the right of final approval on proposed staff for all services performed. Also, upon request by the County, the Contractor shall be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two (2) business days, unless previously approved by the County. 6.36 OFFSHORE PERFORMANCE OF WORK PROHIBITED: DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 13 of 54 Due to security and identity protection concerns, direct services under this Agreement shall be performed within the borders of the United States. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and may involve access to secure or sensitive data or personal client data or development or modification of software for the State shall be performed within the borders of the United States. Unless specifically stated otherwise in the specifications, this definition does not apply to indirect or “overhead” services, redundant back-up services, or services that are incidental to the performance of the Agreement. This provision applies to work performed by the Contractor as well as any Subcontractors. 6.37 AGREEMENT REGARDING COMPLIANCE MONITORING/AUDITING: The County shall monitor Contractor’s compliance for fiscal and programmatic performance under the terms and conditions of this Contract and applicable regulations promulgated by the Federal Funding Agency and Maricopa County. On-site visits for compliance monitoring may be made by the County or its grantor agencies (or by both the County and its grantor agencies) at any time during the Contractor’s normal business hours, announced and/or unannounced. For auditing purposes, the County shall provide the Contractor with 30-days’ advance notice of any proposed on-site visit. During an on-site visit(s), Contractor shall make all of its records and accounts related to work performed or services provided under this Contract available to the County for inspection and copying. County may request information for fiscal monitoring/audits per OMB Uniform Guidance 2 C.F.R. § 200. 6.38 GOVERNING LAW: This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona. 6.39 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor’s proposed initial or best and final response to the solicitation, the terms of this Contract shall prevail. 6.40 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.40.1 Exhibit A, Pricing 6.40.2 Exhibit B, Scope of Work 6.40.3 Exhibit C, Business Associate Agreement 6.40.4 Exhibit D, Contractor Attachments DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 14 of 54 6.41 NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: For Contractor: Maricopa County Department of Public Health Sonora Quest Laboratories, LLC. Purchasing & Contracts Unit ATTN: Cheryl Bucalo, Procurement Officer David Skul, Vice President Growth 4041 N. Central Avenue, #1400 424 S. 56th Street, Suite 100 Phoenix, AZ 85012 Phoenix, AZ 85034 Cheryl.Bucalo@Maricopa.gov David.skul@sonoraquest.com (602) 506-6886 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 15 of 54 IN WITNESS WHEREOF, this Contract is executed on the date set forth above. CONTRACTOR AUTHORIZED SIGNATURE PRINTED NAME AND TITLE ADDRESS DATE MARICOPA COUNTY CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY DATE DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 6/13/2023 David Skul Page 16 of 54 EXHIBIT A DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 17 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 18 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 19 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 20 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 21 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 22 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 23 of 54 EXHIBIT B Scope of Work Original Scope of Work from Solicitation 2.0 SCOPE OF WORK: 2.1 TECHNICAL REQUIREMENTS: 2.1.1 Lab list Name/Description of Test Estimated Annual Usage CPT Code Basic metabolic panel (Calcium, total) <50 80048 Electrolyte panel <50 80051 Comprehensive metabolic panel <100 80053 Lipid panel <50 80061 Renal function panel <100 80069 Acute hepatitis panel <50 80074 Hepatic function panel <2000 80076 Carbamazepine; total <50 80156 Phenytoin; total <50 80185 Urinalysis <50 81000 Urine pregnancy test, by visual comparison methods <50 81025 Urine, microalbumin, quantitative <50 82043 Vitamin D <50 82306 Cortisol; total <50 82533 Creatine kinase (CK), (CPK); total <50 82550 Creatinine; blood <50 82565 Cyanocobalamin (Vitamin B-12) <50 82607 Ferritin <50 82728 Folic acid; RBC <50 82747 Gammaglobulin (immunoglobulin); IgA, IgD, IgG, IgM, each <50 82784 Gammaglobulin (immunoglobulin); IgE <50 82785 Glucose; quantitative, blood <50 82947 Glutamyltransferase, gamma (GGT) <50 82977 Haptoglobin; quantitative <50 83010 Hemoglobin fractionation and quantitation; electrophoresis (eg, A2, S, C, and/or F) <50 83020 Hemoglobin fractionation and quantitation; chromatography (eg, A2, S, C, and/or F) <50 83021 Hemoglobin, glycosylated (A1C) <50 83036 Histone Antibodies <50 83516 Iron <50 83540 Lactate dehydrogenase (LD), (LDH) <50 83615 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 24 of 54 Lead <50 83655 Phosphatase, alkaline; <50 84075 Phosphorus inorganic (phosphate); <50 84100 Potassium; serum, plasma, or whole blood <50 84132 Thyroxine; total <50 84436 Thyroxine; free <50 84439 Thyroid stimulating hormone (TSH) <50 84443 Transferrin <50 84466 Urea nitrogen; quantitative <50 84520 Uric acid; blood <50 84550 Blood count; blood smear, microscopic examination with manual differential WBC count <2000 85007 Hematocrit (Hct) <50 85014 Hemoglobin (HgB) <50 85018 Blood count; complete CDC, automated and automated differential WBC <2000 85025 Reticulocyte, automated <50 85045 Prothrombin time <50 85610 Sedimentation rate, erythrocyte; non-automated <50 85651 Thromboplastin time, partial (PTT); plasma or whole blood <50 85730 Antinuclear antibodies (ANA); <50 86038 Antinuclear antibodies (ANA); titer <50 86039 C-reactive protein; high sensitivity (HsCRP) <50 86141 Deoxyribonucleic acid (DNA) antibody; native or double stranded <50 86225 Extractable nuclear antigen, antibody to, any method (eg, nRNP. SS-A, SS-B, Sm, RNP, Sc170, J01), each antibody <50 86235 Fluorescent noninfectious agent antibody; screen, each antibody <50 86255 Immunoassay for tumor antigen, quantitative; CA 15-3 (27.29) <50 86300 Particle agglutination; screen, each antibody <50 86403 Rheumatoid factor; quantitative <50 86431 Tuberculosis test, cell mediated immunity antigen response measurement, gamma interferon <50 86480 Tuberculosis test, cell mediated immunity antigen response measurement, enumeration of gamma interferon-producing T-cells in cell suspension <50 86481 Syphilis test, non-treponemal antibody; qualitative (eg, VDRL, RPR, ART) <50 86592 Antibody; Coccidioides <50 86635 Antibody; HIV-1 and HIV-2 , single result <50 86703 Hepatitis B core antibody (HBcAb);total <50 86704 Hepatitis B core antibody (HBcAb); IgM <50 86705 Hepatitis B surface antibody (HBsAb) <50 86706 Hepatitis Be antibody (HBeAb) <50 86707 Hepatitis A antibody (HAAb); total <50 86708 Hepatitis A antibody (HAAb); IgM antibody <50 86709 Antibody; mumps <50 86735 Antibody; rubella <50 86762 Antibody; rubeola <50 86765 Antibody; Treponema pallidum <50 86780 Antibody; varicella-zoster <50 86787 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 25 of 54 Hepatitis C antibody <50 86803 Culture bacterial; stool aerobic, with isolation and preliminary examination (eg, KIA, LIA), Salmonella and Shigella species <50 87045 Clostridium difficile toxin(s) <50 87324 Hepatitis B surface antigen <50 87340 Hepatitis Be antigen (HBeAg) <50 87350 HIV-1 antigen(s) with HIV-1 and HIV-2 antibodies, single result <50 87389 Chlamydia trachomatis, direct probe technique <50 87490 Chlamydia trachomatis, amplified probe technique <50 87491 Hepatitis B virus, quantification <50 87517 Hepatitis C, quantification, includes reverse transcription when performed <50 87522 HIV-1 , quantification <50 87536 Neisseria gonorrhoeae, direct probe technique <50 87590 Neisseria gonorrhoeae, amplified probe technique <50 87591 Flow cytometry, cell surface, cytoplasmic or nuclear marker, technical component only; first marker <50 88184 2.1.2 Additional tests not listed above may be requested and potential bidders should furnish MCDPH with a Reference Lab Fee Schedule to be made part of the final contract. If tests are not listed, then Contractors are expected to accept current (current at the time the service is provided) AHCCCS compensation/fee schedule as “standard pricing”, unless otherwise noted. Contractors shall note any exceptions to AHCCCS “standard pricing” on Attachment A (Pricing page). 2.1.3 All prices quoted must include all associated charges and delivery costs. 2.1.4 At a minimum, Contractor shall pick up specimens 2 times per day, once during business hours and once after business hours. Contractor shall provide MCDPH with a lockbox for storage of specimens to be picked up after hours. A schedule shall be developed upon contract execution. 2.1.5 Contractor shall supply routine specimen collection containers such as blood tubes, urine cups, and the like for specimens submitted to the contractor lab. Contractor shall provide shipping containers and materials if required to perform a specific test. Contractor shall also provide test requisitions and specimen transport bags. 2.1.6 Lab results shall be delivered electronically through an interface with MCDPH’s electronic medical record within one (1) business day of test run. STAT reports and urgent results shall be delivered via telephone on the same day as test run, followed by an electronic result. 2.1.7 Contractor shall provide a standard-type lab report that contains the patient name, age, date of birth, Patient ID Number (PID), provider who ordered the lab, date of collection, specimen date, date specimen received, date reported, type of test, reference ranges that are age and gender appropriate, interpretation criteria (as applicable), reporting guidelines and any other pertinent information that the vendor includes on its standard lab reports. Vendor will flag abnormal and critical lab values. Lab results that contain critical values will have a footnote indicating that a verbal report was made, to whom it was made, the date it was made, and by whom it was made. 2.1.8 Contractor shall provide MCDPH with a catalog (preferably electronically) that states specimen requirements and instructions for proper handling, storage, and shipping instructions to ensure optimal specimen integrity. Catalog must also state whether testing is done in-house or sent out to a subcontracted laboratory. Multiple copies must be made available, and the catalog shall be updated as needed. DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 26 of 54 2.1.9 Contractor must provide local customer service representation or, as a minimum, establish a means of contacting a customer service or laboratory representative during all hours of clinic operation, without exception. 2.1.10 If Contractor can accept patient referrals for specimen collection, the collections shall be obtained in a manner that is consistent with all license requirements and protocols. 2.1.11 Contractor shall provide an explanation of electronic reporting capabilities related to reporting of test results and include a proposal for electronic retrieval from the Contractor's system or providing results electronically through an interface with the MCDPH electronic health record system (eClinicalWorks). DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 27 of 54 Contractor’s Response DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 28 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 29 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 30 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 31 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 32 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 33 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 34 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 35 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 36 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 37 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 38 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 39 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 40 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 41 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 42 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 43 of 54 EXHIBIT C OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY 1.0 All contract-related travel plans and arrangements shall be prior-approved by the County Contract Administrator. 2.0 Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District (County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA) domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to determine rates (no exceptions): (www.gsa.gov). 2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be reimbursed. They should be included in the contractor’s hourly rate as an overhead charge. 2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or incidentals. 3.0 Commercial air travel shall be reimbursed as follows: 3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when preapproved in writing by the County Contract Administrator as a result of the business need of the County when there is no lower fare available. 3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the time of contract signing) will be reimbursed. Under no circumstances will the County reimburse for airfares related to transportation to or from an alternate site. 3.3 The County will not (under no circumstances) reimburse for Contractor guest commercial air travel. 4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the trip, not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the same travel period will not be permitted without prior written approval by the County Contract Administrator. 4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor. The County will not reimburse contractor if the contractor chooses to purchase this coverage. 4.2 Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle is necessary for cost efficiency due to the number of travelers. (NOTE: contractors shall obtain pre- approval in writing from the County Contract Administrator prior to rental of a larger vehicle.) 4.3 County will reimburse for parking expenses if free, public parking is not available within a reasonable distance of the place of County business. All opportunities must be exhausted prior to securing parking that incurs costs for the County. Opportunities to be reviewed are the DASH; shuttles, etc. that can transport the contractor to and from County buildings with minimal costs. 4.4 County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from the airport. 4.5 The County will not (under no circumstances) reimburse the Contractor for guest vehicle rental(s) or other any transportation costs. 5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre- approved by the County Contract Administrator. These costs include (but not limited to) the following: in- room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel, fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees, and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not reimbursable. DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 44 of 54 6.0 Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in individual contracts. 7.0 Contractor shall provide, (upon request) with their invoice(s), copies of receipts supporting travel and per diem expenses, and if applicable with a copy of the written consent issued by the Contract Administrator. No travel and per diem expenses shall be paid by County without copies of the written consent as described in this policy and copies of all receipts. DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 45 of 54 EXHIBIT D Contractor Attachments DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 46 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 47 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 48 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 49 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 50 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 51 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 52 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 53 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483 Page 54 of 54 DocuSign Envelope ID: 47F94775-191B-4DDA-A4A7-BF1AEA3C9483