10064-CONTRACT.DOC

SERIAL 10064 SS ON-SITE CLINICAL MEDICAL & SPECIALITY HEALTH SERVICES
DATE OF LAST REVISION: September 20, 2017 CONTRACT END DATE: September 30, 2020
,
CONTRACT PERIOD BEGINNING OCTOBER 01, 2010
ENDING SEPTEMBER 30, 2015 2017 2020
TO: All Departments
FROM: Department of Materials Management
SUBJECT: Contract for ON-SITE CLINICAL MEDICAL & SPECIALITY HEALTH
SERVICES
Attached to this letter is a listing of vendors available to Maricopa County Agencies utilizing the Correctional
Health Services Contract C-73-10-124-7-00. The using agency and other interested parties may access and
electronic version of this contract from the Materials Management Web site at:
http://www.maricopa.gov/materials/Awarded_Contracts/search.asp.
Please note: Price Agreement Purchase Orders (DO documents) may be generated using the
information from this list. Use NIGP CODE 94874
All purchases of product(s) listed on the attached pages of this letter are to be obtained from the listed
contractor(s).
AS/ab

CONTRACT PURSUANT TO SOLE SOURCE
SERIAL 10064-SS
This Contract is entered into this 4th day of August, 2010 by and between Maricopa County (“County”), a political
subdivision of the State of Arizona, and District Medical Group, an Arizona corporation (“Contractor”) for the
purchase of Medical Services.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of Five (5) years, beginning on the 1st day of October, 2010
and ending the 30th day of September, 2015 2017 2020.
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 Five (5) 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 thirty (30) calendar days prior to the
expiration of the original contract term, or any additional term thereafter.
2.0 FEE ADJUSTMENTS:
Any request for fee adjustments must be submitted sixty (60) days prior to the current Contract expiration
date. Requests for adjustment in cost of labor and/or materials must be supported by appropriate
documentation. If County agrees to the adjusted fee, County shall issue written approval of the change.
The reasonableness of the request will be determined by comparing the request with the (Consumer Price
Index) or by performing a market survey.
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 two (2) legible copies of their detailed invoice before
payment(s) can be made. At a minimum, the invoice must provide the following
information:
 Company name, address and contact
 County bill-to name and contact information
 Contract serial number
 County purchase order number
 Invoice number and date
 Payment terms
 Date of service or delivery

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 Quantity
 Description of service provided
 Pricing per unit of service
 Total Amount Due
3.3.2 Problems regarding billing or invoicing shall be directed to the County as listed on the
Purchase Order.
3.3.3 Payment shall 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 Award the Contractor shall fill out an EFT Enrollment form located on the
County Department of Finance Website as a fillable PDF document
(www.maricopa.gov/finance/)
3.3.4 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, and 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 and include the cost in the proposal
price.
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 actually 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.
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

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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.
5.2 During the Contract term, County shall provide Contractor’s personnel with adequate workspace
for consultants and such other related facilities as may be required by Contractor to carry out its
contractual obligations.
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 defend 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 attorneys' fees, court costs, expert witness fees, and
the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have
resulted from 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 or indirectly employed by them, or anyone
for whose acts they may be 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 sole negligence of County.
6.2 INSURANCE REQUIREMENTS:
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.
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.

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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. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contactor shall be solely
responsible for the deductible and/or self-insured retention and County, at its option, may
require Contractor to secure payment of such deductibles or self-insured retentions by a
surety bond or an irrevocable and unconditional letter of credit.
6.2.6 County reserves the right to request and to receive, within 10 working days, certified
copies of any or all of the herein required insurance certificates. County shall not be
obligated to review policies and/or endorsements or to advise Contractor of any
deficiencies in such policies and endorsements, and such receipt shall not relieve
Contractor from, or be deemed a waiver of County’s right to insist on strict fulfillment of
Contractor’s obligations under this Contract.
6.2.7 The insurance policies required by this Contract, except Workers’ Compensation, and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
6.2.8 The policies required hereunder, except Workers’ Compensation, and Errors and
Omissions, 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.
6.2.9 Commercial General Liability.
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $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. There shall be no endorsement or
modifications of the CGL limiting the scope of coverage for liability arising from
explosion, collapse, or underground property damage.
6.2.10 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 under this Contract.
6.2.11 Errors and Omissions (Professional Liability) Insurance.
Errors and Omissions (Professional Liability) insurance and, if necessary,
Commercial Umbrella insurance, which will insure and provide coverage for errors
or omissions or professional liability of the CONTRACTOR, with limits of no less
than $2,000,000 for each claim.
6.2.12 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

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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 Contract
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.
6.2.13 Certificates of Insurance.
Prior to Contract AWARD, Contractor shall furnish the County with valid and
complete certificates of insurance, or formal endorsements as required by the
Contract in the form provided by the County, 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.
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.
If a policy does expire during the life of the Contract, a renewal certificate must be
sent to County fifteen (15) days prior to the expiration date.
6.2.14 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 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, has
expired, or will be expiring. Such notice shall be sent directly to Maricopa County
Office of Procurement Services and shall be mailed or hand delivered to 320 West
Lincoln Street, Phoenix, AZ 85003, or emailed to Procurement Officer noted in
solicitation.
6.2.15 Medical Malpractice:
Medical Malpractice insurance and, if necessary, Commercial Umbrella insurance,
which will insure and provide coverage for Medical Malpractice of the Contractor,
with limits of no less than $5,000,000 for each claim.
6.2.16 Sexual molestation and physical abuse: (New Section)
Commercial General Liability – Occurrence Form
Policy shall include bodily injury, property damage and broad form contractual
liability coverage.
a. The policy shall be endorsed to include coverage for physical/sexual abuse and
molestation.
b. The policy shall be endorsed to include the following additional insured language:
"(_____), its subsidiary, parent, associated and/or affiliated entities, successors, or
assigns, its elected officials, trustees, employees, agents, and volunteers shall be
named as additional insureds with respect to liability arising out of the activities
performed by, or on behalf of the Contractor".

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Minimum Limits:
General Aggregate $1,000,000
Products Completed Operations Aggregate $1,000,000
Each Occurrence Limit $1,000,000
Personal/Advertising Injury $1,000,000
Sexual Abuse/Molestation $1,000,000
6.3 PROCUREMENT CARD ORDERING CAPABILITY:
The County may determine to use a MasterCard Procurement Card, to place and make payment
for orders under the Contract.
6.4 INTERNET ORDERING CAPABILITY:
The County intends, at its option, to use the Internet to communicate and to place orders under this
Contract.
6.5 NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Department of Materials Management
Attn: Director of Purchasing
320 West Lincoln Street
Phoenix, Arizona 85003-2494
For Contractor:
District Medical Group
Attn: Manager, Contract Administration
2929 E Thomas Rd
Phoenix, AZ 85016
6.6 REQUIREMENTS CONTRACT:
6.6.1 Contractor signifies its understanding and agreement by signing this document that this
Contract is a requirements contract. This Contract does not guarantee any purchases will
be made (minimum or maximum). Orders will only be placed when County identifies a
need and issues a purchase order or a written notice to proceed.
6.6.2 County reserves the right to cancel purchase orders or notice to proceed within a
reasonable period of time after issuance. Should a purchase order or notice to proceed be
canceled, the County agrees to reimburse the Contractor for actual and documented costs
incurred by the Contractor. The County will not reimburse the Contractor for any
avoidable costs incurred after receipt of cancellation, or for lost profits, or shipment of
product or performance of services prior to issuance of a purchase order or notice to
proceed.
6.6.3 Purchase orders will be cancelled in writing.

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6.7 TERMINATION:
6.7.1 TERMINATION FOR CONVENIENCE:
The County reserves the right to terminate the Contract, in whole or in part at any time,
when in the best interests of the County without penalty or recourse. Upon receipt of the
written notice, the Contractor shall immediately stop all work, as directed in the notice,
notify all subcontractors of the effective date of the termination and minimize all further
costs to the County. In the event of termination under this paragraph, all documents, data
and reports prepared by the Contractor under the Contract shall become the property of
and be delivered to the County upon demand. The Contractor shall be entitled to receive
just and equitable compensation for work in progress, work completed and materials
accepted before the effective date of the termination.
6.7.2 TERMINATION FOR DEFAULT:
In addition to the rights reserved in the Contract, the County may terminate the Contract
in whole or in part due to the failure of the Contractor to comply with any term or
condition of the Contract, to acquire and maintain all required insurance policies, bonds,
licenses and permits, or to make satisfactory progress in performing the Contract. The
Procurement Officer shall provide written notice of the termination and the reasons for it
to the Contractor.
Upon termination under this paragraph, all goods, materials, documents, data and reports
prepared by the Contractor under the Contract shall become the property of and be
delivered to the County on demand.
The County may, upon termination of this Contract, procure, on terms and in the manner
that it deems appropriate, materials or services to replace those under this Contract. The
Contractor shall be liable to the County for any excess costs incurred by the County in
procuring materials or services in substitution for those due from the Contractor.
The Contractor shall continue to perform, in accordance with the requirements of the
Contract, up to the date of termination, as directed in the termination notice.
6.7.3 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. §38-511 the County may cancel this 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.
6.7.4 CONTRACTOR ALLOWED TERMINATION:
The Contractor reserves the right to terminate the Contract at any time upon 90 day
written notice to the County. In the event of termination under this paragraph, all
documents, data and reports prepared by the Contractor under the Contract shall become
the property of and be delivered to the County upon demand. The Contractor shall be
entitled to receive just and equitable compensation for work in progress, work completed
and materials accepted before the effective date of the termination.
The Contractor shall have the right to terminate the contract within the ninety (90) day
period only through mutual written agreement with Maricopa County of the termination

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date.
6.8 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 under this contract.
6.9 ADDITIONS/DELETIONS OF SERVICE:
The County reserves the right to add and/or delete products and/or services provided under this
Contract. If a requirement is deleted, payment to the Contractor will be reduced proportionately to
the amount of service reduced in accordance with the proposal price. If additional services and/or
products are required from this Contract, prices for such additions will be negotiated between the
Contractor and the County.
6.10 RELATIONSHIPS:
In the performance of the services described herein, the Contractor shall act solely as an
independent contractor, and nothing herein or implied herein shall at any time be construed as to
create the relationship of employer and employee, partnership, principal and agent, or joint venture
between the District and the Contractor.
6.11 SUBCONTRACTING:
The Contractor may not assign this Contract or subcontract to another party for performance of the
terms and conditions hereof without the written consent of the County, which shall not be
unreasonably withheld. All correspondence authorizing subcontracting must reference the
Proposal Serial Number and identify the job project.
6.12 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa
County Materials Management shall be responsible for approving all amendments for Maricopa
County.
6.13 RETENTION OF RECORDS:
6.13.1 The Contractor agrees to retain all financial books, records, and other documents 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 longer. 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.
6.13.2 If the Contractor’s books, records and other documents 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.
6.13.3 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 deduction from current billings Submitted
by the Contractor by 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.

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6.14 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed
cost, such as overpayment, County shall notify the Contractor in writing of the disallowance.
County shall also state the means of correction, which may be but shall not be limited to
adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or
to require repayment of the disallowed amount by the Contractor.
6.15 ALTERNATIVE DISPUTE RESOLUTION:
6.15.1 After the exhaustion of the administrative remedies provided in the Maricopa County
Procurement Code, any contract dispute in this matter is subject to compulsory
arbitration. Provided the parties participate in the arbitration in good faith, such
arbitration is not binding and the parties are entitled to pursue the matter in state or
federal court sitting in Maricopa County for a de novo determination on the law and facts.
If the parties cannot agree on an arbitrator, each party will designate an arbitrator and
those two arbitrators will agree on a third arbitrator. The three arbitrators will then serve
as a panel to consider the arbitration. The parties will be equally responsible for the
compensation for the arbitrator(s). The hearing, evidence, and procedure will be in
accordance with Rule 74 of the Arizona Rules of Civil Procedure. Within ten (10) days
of the completion of the hearing the arbitrator(s) shall:
6.15.1.1 Render a decision;
6.15.1.2 Notify the parties that the exhibits are available for retrieval; and
6.15.1.3 Notify the parties of the decision in writing (a letter to the parties or their
counsel shall suffice).
6.15.2 Within ten (10) days of the notice of decision, either party may submit to the arbitrator(s)
a proposed form of award or other final disposition, including any form of award for
attorneys’ fees and costs. Within five (5) days of receipt of the foregoing, the opposing
party may file objections. Within ten (10) days of receipt of any objections, the
arbitrator(s) shall pass upon the objections and prepare a signed award or other final
disposition and mail copies to all parties or their counsel.
6.15.3 Any party which has appeared and participated in good faith in the arbitration
proceedings may appeal from the award or other final disposition by filing an action in
the state or federal court sitting in Maricopa County within twenty (20) days after date of
the award or other final disposition. Unless such action is dismissed for failure to
prosecute, such action will make the award or other final disposition of the arbitrator(s) a
nullity.
6.16 SEVERABILITY:
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 this Contract.
6.17 RIGHTS IN DATA:
The County shall own have the use of all data and reports resulting from this Contract without
additional cost or other restriction except as provided by law. Each party shall supply to the other
party, upon request, any available information that is relevant to this Contract and to the
performance hereunder.

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6.18 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.
6.19 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.19.1 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 years, whichever is longer. I-9 forms are
available for download at USCIS.GOV.
6.19.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph
1.25 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.
6.20 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES
§§35-391.06 AND 35-393.06 BUSINESS RELATIONS WITH SUDAN AND IRAN:
6.20.1 By entering into the Contract, the Contractor certifies it does not have scrutinized business
operations in Sudan or Iran. 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.
6.20.2 The County may request verification of compliance for any contractor or subcontractor
performing work under the Contract. Should the County suspect or find that the Contractor
or any of its subcontractors are not in compliance, the County 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 department of the Contractor. All costs
necessary to verify compliance are the responsibility of the Contractor.
6.21 CONTRACTOR LICENSE REQUIREMENT:
6.21.1 The Respondent 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 Respondent 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 Materials

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Management and the using agency of any and all changes concerning permits, insurance
or licenses.
6.21.2 Respondents furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, shall possess any licenses
required. A Respondent is not relieved of its obligation to posses the required licenses by
subcontracting of the labor portion of the Contract. Respondents are advised to contact
the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain
licensing requirements for a particular contract. Respondents shall identify which
license(s), if any, the Registrar of Contractors requires for performance of the Contract.
6.22 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
6.22.1 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;
6.22.1.1 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;
6.22.1.2 have not within 3-year period preceding this Contract;
6.22.1.2.1 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;
6.22.1.2.2 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;
6.22.1.2.3 are not presently indicted or criminally charged by a
government entity (Federal, State or local) with commission of
any criminal 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 3-year period preceding this Contract had any
public transaction (Federal, State or local) terminated for cause
or default.
6.22.1.3 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.
6.22.2 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.
6.23 PRICES:
Contractor warrants that prices extended to County under this Contract are no higher than those
paid by any other customer for these or similar services.

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6.24 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 or in the United States
District Court for the District of Arizona, sitting in Phoenix, Arizona
6.25 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if
applicable, the terms of this Contract shall prevail.
6.26 INFLUENCE
As prescribed in MC1-1202 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:
6.26.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type valuable contribution or
subsidy,
6.26.2 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.
6.27 PUBLIC RECORDS:
Under Arizona law, all Contracts are public records and must be retained by the Records
Manager at the Office of Procurement Services. Contracts shall be open to public inspection
and copying after Contract award and execution, except for such Contracts or sections
thereof determined to contain proprietary or confidential information by the Office of
Procurement Services.
6.28 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.28.1 Exhibit A, Pricing;
6.28.2 Exhibit B, Scope of Work;
6.29 FORCE MAJEURE:
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.

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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.
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.
The County shall reserve the right to terminate this Contract and/or any applicable order or
contract release purchase order upon non-performance by Contractor. The County shall
reserve the right to extend the Contract and time for performance at its discretion.
6.30 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.
6.31 BACKGROUND CHECK:
Contractors need to be aware that there may be multiple background checks (Sheriff’s
Office, County Attorney's Office, Courts as well as Maricopa County general government)
to determine if the respondent is acceptable to do business with the County. This applies to
(but is not limited to) the Contractor, sub-contractors and employees.
6.32 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.
6.33 STOP WORK ORDER:
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 90
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 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;
6.33.1 Cancel the stop-work order; or

SERIAL 10064-SS
6.33.2 Terminate the work covered by the order as provided in the Default, or the
Termination for Convenience of the County, clause of this contract.
6.33.3 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.
6.34 UNCONDITIONAL TERMINATION FOR CONVENIENCE: (New Section)
Maricopa County may terminate the resultant Contract for convenience by providing sixty
(60) calendar days advance notice to the Contractor.
6.35 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 Governor of the State of Arizona’s 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.
6.36 ISRAEL BOYCOTT:
By submitting this proposal the Contractor certifies that they are in compliance with Article
9, Arizona Revised Statutes Section 35-393 et seq.
6.37 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS. (New Section)
6.37.1 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;
6.37.2 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.
6.37.3 Contractor shall insert the substance of this clause, including this paragraph (c), in
all subcontracts over the simplified acquisition threshold ($150,000 as of September
2013).

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EXHIBIT A
PRICING
1.0 OB/GYN: Pricing is billed on a fee-for-service basis and reimbursed based on current AHCCCS
rates. In addition to fee-for-service payment, on-site services are priced at a rate of $200 $204.80/hour.
2.0 Secondary Affidavits: Pricing is billed at a rate of $228 $233.47 per affidavit.
3.0 Cardiology: Pricing is billed on a fee-for-service basis and reimbursed based on current AHCCCS
rates. In addition to fee-for-service payment, on-site services are priced at a rate of $200 $204.80/hour.

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EXHIBIT B
SCOPE OF WORK
Scope of Services
1.0 Obstetrics and Gynecology
DMG’s obstetrics and gynecology scope of work includes on-site evaluation services for high risk OB,
GYN consults, education lectures, and performance of minor procedures. The full spectrum of OB/GYN
services are provided in the hospital including maternal fetal medicine, surgery, GYN oncology, and GYN
urology, as well as in house and consultative, preventative and ongoing care in the outpatient setting.
2.0 Secondary Affidavits
DMG’s Dept. of Psychiatry shall provide secondary affidavits in court ordered treatment cases as required
by the Maricopa County Superior Court.
3.0 Cardiology:
DMG’s Cardiology scope of work includes the full range of adult cardiology services, including arrhythmia
management and device implantation, interventional cardiology, non-invasive diagnostics, heart failure,
and cardiac rehabilitation.
Assigned physician would provide services at on-site jail clinic as needed. Scheduled date cannot conflict
with physician’s DMG on-call schedule.

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DISTRICT MEDICAL GROUP INC, 2929 E. THOMAS ROAD, PHOENIX, AZ 85016
PRICING SHEET: NIGP CODE 94874
Terms: NET 30
Vendor Number: 2011000032 0 VC0000002160
Telephone Number: 602/470-5000
Contact Person: Cameron Simmons
E-mail Address: Cameron_simmons@dmgaz.org
Certificates of Insurance Required
Contract Period: To cover the period ending September 30, 2015 2017 2020.