RFP CONTRACT RE LAB SVCS WITH OXFORD DIAGNOSTICS LAB.PDF

CONTRACT PURSUANT TO PH RFP 15-008
CONTRACT #: 860-15-08A
This Contract is entered into this 8th day of April, 2015 by and between Maricopa County (“County”), a political
subdivision of the State of Arizona, and Oxford Diagnostic Laboratories “Contractor” for the purchase of
Laboratory Testing for Clinical Services.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of three (3) years, beginning on the 8th day of April, 2015 and ending
the 7th day of April, 2018.
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 basis 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 a fee adjustment 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 one (1) legible copy 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
Page 1 of 30

CONTRACT #: 860-15-08A
 Invoice number and date
 Payment terms
 Date of service or delivery
 Quantity
 Contract Item number(s)
 Description of service provided
 Pricing per unit of service
 Extended price
 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 Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(http://www.maricopa.gov/Finance/Vendors.aspx)
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: Maricopa County is subject to all
applicable 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 levied against labor. It is the responsibility of the Contractor to determine any and
all taxes and include the same in 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.
Page 2 of 30

CONTRACT #: 860-15-08A
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.
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.
Each Party (as "indemnitor") agrees to indemnify, defend, and hold harmless the other Party (as
"indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including
reasonable attorney's fees) (hereinafter collectively referred to as "claims") arising out of the
negligent performance of this Agreement, but only to the extent that such claims which result in
vicarious/derivative liability to the indemnitee are caused by the act, omission, negligence,
misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or
volunteers.
6.2 INSURANCE.
Lessee, its contractors and subcontractors at Lessee’s or its contractors’ and subcontractors’ own
expense, shall purchase and maintain the herein stipulated minimum insurance from a company or
Page 3 of 30

CONTRACT #: 860-15-08A
companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of
B++ 6. 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 Lessor. The form of any insurance policies and
forms must be acceptable to Lessor. 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 Lease is
satisfactorily completed and formally accepted and until the use of the Premises as contemplated
in this Lease has been terminated. Failure to do so may, at the discretion of Lessor, constitute a
material breach of this Lease. Lessee’s insurance shall be primary insurance as respects Lessor,
and any insurance or self-insurance maintained by Lessor shall not contribute to it. 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 Lessor’s right to coverage afforded under the insurance
policies. The insurance policies may provide coverage that contains deductibles or self-insurance
retentions. Such deductible and/or self-insurance retentions shall not be applicable with respect to
the coverage provided to Lessor under such policies. Lessee shall be solely responsible for the
deductible and/or self-insurance retention and Lessor, at its option, may require Lessee to secure
payment of such deductibles or self-insurance retentions by a surety bond or an irrevocable and
unconditional letter of credit. Lessor reserves the right to request and to receive, within 10
business days, certified copies of any or all of the herein required insurance policies and/or
endorsements. Lessor shall not be obligated, however, to review such policies and/or
endorsements or to advise Lessee of any deficiencies in such policies and endorsements, and such
receipt shall not relieve Lessee from, or be deemed a waiver of, Lessor’s right to insist on strict
fulfillment of Lessee’s obligations under this Lease. Lessee and its contractors’ and
subcontractors’ insurance policies required by this Lease, except Workers’ Compensation, shall
name Lessor, its agents, representatives, officers, directors, officials and employees as Additional
Insureds. Lessee and its contractors’ and subcontractors’ insurance policies required hereunder,
except Workers’ Compensation, shall contain a waiver of transfer of rights of recovery
(subrogation) against Lessor, its agents, representatives, officers, directors, officials and
employees for any claims arising out of Lessee’s work or service or use or maintenance of the
Premises.
6.2.1 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.
6.2.2 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 Lessee’s owned,
hired, and non-owned vehicles assigned to or used in performance of the Lessee’s work
or services or use or maintenance of the Premises under this Lease.
6.2.3 Workers’ Compensation.
Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Lessee’s employees engaged in the performance of the
work or services under this Lease; 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.
Page 4 of 30

CONTRACT #: 860-15-08A
Lessee, its contractors and its subcontractors waive all rights against Lessor 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 Lessee, its contractors and its
subcontractors pursuant to this Lease.
6.2.4 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.
6.2.5 Professional Liability.
Contractor shall maintain Professional Liability insurance which will provide coverage
for any and all acts arising out of the work or services performed by the Contractor under
the terms of this Contract, with a limit of not less than $1,000,000 for each claim, and
$3,000,000 aggregate claims.
6.2.6 Certificates of Insurance.
6.2.7.1 Prior to commencing work or services under this Contract, Contractor shall have
insurance in effect 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 be made available to the County upon
48 hours notice. BY SIGNING THE AGREEMENT PAGE THE
CONTRACTOR AGREES TO THIS REQUIREMENT AND UNDERSTANDS
THAT FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN
CANCELLATION OF THIS CONTRACT.
6.2.7.2 In the event any insurance policy (ies) required by this Contract is (are) written
on a “claims made” basis, coverage shall extend for two (2) years past
completion and acceptance of Contractor’s work or services and as evidenced by
annual Certificates of Insurance.
6.2.7.3 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.
6.2.8 Cancellation and Expiration Notice.
Insurance required herein shall not be permitted to expire, be canceled, or materially
changed without thirty (30) days prior written notice to the County.
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.
Page 5 of 30

CONTRACT #: 860-15-08A
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.
6.3.4 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.
6.4 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.
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 with Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at on
increase in Contract amount. When the defects in services cannot be corrected by re-
performance, County may:
6.4.3.1 Require the Contractor to take necessary action to ensure that future
performance conforms to Contract requirements; and
6.4.3.2 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:
6.4.4.1 By Contract or otherwise, perform the services and charge to the Contractor any
cost incurred by County that is directly related to the performance of such
service; or
6.4.4.2 Terminate the Contract for default.
6.6 NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Page 6 of 30

CONTRACT #: 860-15-08A
Maricopa County
Department of Public Health
Attn: Cheryl Rentscheler, Procurement Officer
4041 N. Central Avenue, #1400
Phoenix, AZ 85012
(602) 506-6886
cherylrentscheler@mail.maricopa.gov
For Contractor:
Oxford Diagnostics Laboratories
Attn: Jon Becker
700 Nickerson Road, Suite 200
Marlborough, MA 01752
(877) 598-2522
jbecker@tspot.com
6.7 REQUIREMENTS CONTRACT:
6.7.1 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.
6.7.2 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.
6.7.3 Purchase orders will be cancelled in writing.
6.8 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.
6.9 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—
6.9.1 Cancel the stop-work order; or
Page 7 of 30

CONTRACT #: 860-15-08A
6.9.2 Terminate the work covered by the order as provided in the Default, or the Termination
for Convenience of the County, clause of this contract.
6.9.3 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.
6.10 UNCONDITIONAL TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the resultant Contract for convenience by providing sixty (60)
calendar days advance notice to the Contractor.
6.11 TERMINATION FOR DEFAULT:
6.11.1 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.
6.11.2 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.
6.11.3 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.
6.11.4 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.
6.12 TERMINATION BY THE COUNTY:
If the Contractor should be adjudged bankrupt or should make a general assignment for the benefit
of its creditors, or if a receiver should be appointed on account of its insolvency, the County may
terminate the Contract. If the Contractor should persistently or repeatedly refuse or should fail,
except in cases for which extension of time is provided, to provide enough properly skilled
workers or proper materials, or persistently disregard laws and ordinances, or not proceed with
work or otherwise be guilty of a substantial violation of any provision of this Contract, then the
County may terminate the Contract. Prior to termination of the Contract, the County shall give the
Contractor fifteen- (15) calendar day’s written notice. Upon receipt of such termination notice, the
Contractor shall be allowed fifteen (15) calendar days to cure such deficiencies.
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 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.
Page 8 of 30

CONTRACT #: 860-15-08A
6.14 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.
6.15 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.
6.16 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.
6.17 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.
6.18 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. The
Public Health Procurement Officer and/or the Office of Procurement Services’ Chief Procurement
Officer shall be responsible for approving all amendments for Maricopa County.
6.19 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6.19.1 In accordance with section MCI 367 of the Maricopa County Procurement Code the
Contractor agrees to retain 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.
6.19.2 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.
6.19.3 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 claim 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.
6.20 AUDIT DISALLOWANCES:
Page 9 of 30

CONTRACT #: 860-15-08A
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.
6.21 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.
6.22 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.
6.23 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://www.azgovernor.gov/dms/upload/EO_2009_09.pdf 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 or any other individual in any way
because of that person‟s age, race, creed, color, religion, sex, disability or national origin.
6.24 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.
6.25 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.25.1 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.
6.25.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph
6.25.1 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
Page 10 of 30

CONTRACT #: 860-15-08A
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.
6.26 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS.
6.26.1 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;
6.26.2 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.
6.26.3 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).
6.27 CONTRACTOR LICENSE REQUIREMENT:
6.27.1 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
Management and the using agency of any and all changes concerning permits, insurance
or licenses.
6.27.2 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.
6.28 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
6.28.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his
or her knowledge and belief, that the Contractor
6.21.1.1 is not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
6.21.1.2 have not within 3-year period preceding this Contract been convicted of or
had a civil judgment rendered against them for commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (Federal, State or local) transaction or contract under a
public transaction; violation of Federal or State antitrust statues or
Page 11 of 30

CONTRACT #: 860-15-08A
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
6.21.1.3 are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State or local) with commission of any of the
offenses enumerated in paragraph (2) of this certification; and
6.21.1.4 have not within a 3-year period preceding this Contract had one or more
public transaction (Federal, State or local) terminated for cause of default.
6.28.2 The Contractor agrees to 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.
6.29 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
6.30 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.
6.31 AUDIT REQUIREMENTS
6.31.1 If the Contractor expends $500,000 or more from all contracts administered and/or
funded via County, and/or receives $500,000 or more per year from any federal funding
sources, the Contractor may be subject to Federal audit requirements per P.L. 98-502
"The Single Audit Act". The Contractor shall comply with OMB Circulars A-128, A-
110, and A-133 as applicable. The audit report shall be submitted to the Maricopa
County Department of Public Health for review within the twelve months following the
close of the fiscal year. The Contractor shall take any necessary corrective action to
remedy any material weaknesses identified in the audit report within six months after the
release date of the report. Maricopa County may consider sanctions as described in OMB
Circular A-128 for contractors not in compliance with the audit requirements. All books
and records shall be maintained in accordance with Generally Accepted Accounting
Principles (GAAP).
6.31.2 The Contractor shall schedule an annual financial audit to be submitted to County for
review within twelve months following the close of the program’s fiscal year. Contractor
understands that failure to meet this requirement may result in loss of current funding and
disqualification from consideration for future County-administered funding.
6.31.3 The Contractor shall comply with the requirement of the Federal Office of Management
and Budget (OMB) Circular A-133. The Contractor is responsible for having an audit
performed in accordance with, and when required, by OMB Circular A-133, and for
sending a copy of the report issued as a results of the audit to the COUNTY within 30
days of issuance. The County reserves the right to engage an auditor, at the Contractor’s
expense, to perform an OMB Circular A-133 audit of the Contractor in the event that the
Contractor shall fail to engage an auditor or the County shall reject or disapprove of the
auditor engaged by the Contractor.
6.31.4 The Contractor must also comply with the following OMB Circulars:
1.1.1.1 A-102 Uniform Administrative Requirements for Grants to State and Local
Government.
2.1.1.1 A-110 Uniform Administrative Requirements for Grants and Agreement with
Institutions of Higher Education, Hospitals and other non-profit organizations.
3.1.1.1 A-122 Cost Principles for Non-Profit Organizations.
4.1.1.1 A-87 Cost Principles for State and Local Governments.
Page 12 of 30

CONTRACT #: 860-15-08A
5.1.1.1 A-21 Cost principles for Education Institutions.
6.32 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:
6.32.1 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,
6.32.2 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.
6.33 PUBLIC RECORDS:
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 after Contract
award and execution, except for such Offers deemed to be confidential by the Office of
Procurement Services. If an Offeror believes that information in its Offer should remain
confidential, it shall indicate as confidential, the specific information 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. The Records Manager of the Office of
Procurement Services shall determine whether the identified information is confidential pursuant
to the Maricopa County Procurement Code.
6.34 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.34.1 Exhibit A, Pricing;
6.34.2 Exhibit B, Scope of Work
Page 13 of 30

CONTRACT #: 860-15-08A
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:
LEGAL COUNSEL DATE
Page 14 of 30

CONTRACT #: 860-15-08A
EXHIBIT A
Page 15 of 30

CONTRACT #: 860-15-08A
EXHIBIT B
Scope of Work from original RFP:
2.0 SCOPE OF WORK:
2.1 TECHNICAL REQUIREMENTS:
2.1.1 Lab list
Estimated CPT
Name/Description of Test Annual Code
Usage
Basic metabolic panel (Calcium, total) <50 80048
Electrolyte panel <50 80051
Comprehensive metabolic panel <50 80053
Lipid panel <50 80061
Renal function panel <200 80069
Acute hepatitis panel <50 80074
Hepatic function panel <5000 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
Lead <1000 83655
Phosphatase, alkaline; <50 84075
Phosphorus inorganic (phosphate); <50 84100
Potassium; serum, plasma, or whole blood <50 84132
Thyroxine; total <50 84436
Page 16 of 30

CONTRACT #: 860-15-08A
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 <2000 85007
count
Hematocrit (Hct) <50 85014
Hemoglobin (HgB) <50 85018
Blood count; complete CDC, automated and automated differential WBC <3000 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, <50 86235
RNP, Sc170, J01), each antibody
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 <3000 86480
interferon
Tuberculosis test, cell mediated immunity antigen response measurement, <50 86481
enumeration of gamma interferon-producing T-cells in cell suspension
Syphilis test, non-treponemal antibody; qualitative (eg, VDRL, RPR, ART) <2000 86592
Antibody; Coccidioides <50 86635
Antibody; HIV-1 and HIV-2 , single result <50 86703
Hepatitis B core antibody (HBcAb);total <2000 86704
Hepatitis B core antibody (HBcAb); IgM <2000 86705
Hepatitis B surface antibody (HBsAb) <3000 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
Hepatitis C antibody <50 86803
Culture bacterial; stool aerobic, with isolation and preliminary examination (eg, KIA, <50 87045
LIA), Salmonella and Shigella species
Clostridium difficile toxin(s) <50 87324
Hepatitis B surface antigen <50 87340
Page 17 of 30

CONTRACT #: 860-15-08A
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 <50 88184
only; first marker
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 MCDPH shall supply routine specimen collection containers such as blood tubes, urine
cups, and the like. 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 via print copy to MCDPH within one (1) business day of
test run. STAT reports shall be delivered via telephone on the same day as test run,
followed by a print copy. Contractor shall provide MCDPH with a dedicated printer and
be responsible for providing all printer supplies, maintenance, and dedicated phone line
in which to send print copies.
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.
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 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).
Page 18 of 30

CONTRACT #: 860-15-08A
Contractor’s Response:
Page 19 of 30

CONTRACT #: 860-15-08A
Page 20 of 30

CONTRACT #: 860-15-08A
Page 21 of 30

CONTRACT #: 860-15-08A
Page 22 of 30

CONTRACT #: 860-15-08A
Page 23 of 30

CONTRACT #: 860-15-08A
Page 24 of 30

CONTRACT #: 860-15-08A
Page 25 of 30

CONTRACT #: 860-15-08A
Page 26 of 30

CONTRACT #: 860-15-08A
Page 27 of 30

CONTRACT #: 860-15-08A
Page 28 of 30

CONTRACT #: 860-15-08A
Page 29 of 30

CONTRACT #: 860-15-08A
Page 30 of 30