210111-CONTRACT-RAPID TESTING.PDF

CONTRACT PURSUANT TO 210111-RFP

This Contract is entered into this 7" day of October, 2020 by and between Maricopa County (“County”), a political
subdivision of the State of Arizona, and Rapid Reliable Testing, a New York corporation (“Contractor”) for the
purchase of Community Testing Services for COVID-19.

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CONTRACT TERM:

This Contract is for a term of three (3) years, beginning on the 7" day of October, 2020 and ending
the 30" day of September, 2023.

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 two (2) additional years, (or at the County’s sole
discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after
expiration). The County shall notify the Contractor in writing of its intent to extend the Contract
term at least sixty (60) calendar days prior to the expiration of the original contract term, or any
additional term thereafter.

CONTRACT COMPLETION:

The Contractor shall make all reasonable efforts for an orderly transition of its duties and
responsibilities to another provider and/or to the County. This may include, but is not limited to the
preparation of a transition plan and cooperation with the County or other providers in the transition.
The transition includes the transfer of all records, and other data in the possession, custody or control
of Contractor required to be provided to the County either by the terms of this agreement or as a
matter of law. The provisions of this clause shall survive the expiration or termination of this

agreement.

PRICE ADJUSTMENTS:

Any requests for reasonable price adjustments must be submitted sixty (60) calendar days prior to the
Contract annual anniversary. Requests for adjustment in cost of labor and/or materials must be supported by
appropriate documentation. The reasonableness of the request will be determined by comparing the request
with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price
terms, County shall issue written approval of the change and provide an updated version of the Contract. The
new change shall not be in effect until the date stipulated on the Contract.

PAYMENTS:

As consideration for performance of the duties described herein, County shall pay Contractor the
total amounts agreed upon for each work assignment given.

Payment shall be made upon the County’s receipt of a properly completed invoice.

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3.3:

3.4

SERIAL 210111-RFP

INVOICES:

3.3.1

The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s)
will be made. Incomplete invoices will not be processed. At a minimum, the invoice must
provide the following information:

. Company name, address and contact

. County bill-to name and contact information
. Contract Serial Number

. County purchase order number

: Project name and/or number

» Invoice number and date

. Payment terms

° Date of service or delivery

. Quantity

. Contract Item number(s)

. Description of Purchase (product or services)
. Pricing per unit of purchase

. Total Amount Due

3.3.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the
Purchase Order.

3.3.3. Payment shall only be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(https://azdom-vss.hostams.com/webapp/PRDVSS1X1/AltSelfService).

3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed
invoice is received by the County.

3.3.5 EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.

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.

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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.

STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):

The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful
Respondent under this solicitation, a member of $AVE may access a contract resulting from a
solicitation issued by the County.

INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):

County currently holds ICPA’s with numerous governmental entities. These agreements allow
those entities, with the approval of the Contractor, to purchase their requirements under the terms
and conditions of the County Contract. It is the responsibility of the non-County government entity
to perform its own due diligence on the acceptability of the Contract under its procurement rules,
processes and procedures.

AVAILABILITY OF FUNDS:

4.1

4.2

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.

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.

DUTIES:

5.1

The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by
the Procurement Officer.

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 attomeys' 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

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SERIAL 210111-RFP

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.

INSURANCE:

6.2.1

6.2.2

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6.2.4

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6.2.8

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.

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.

Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County 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 County’s right to coverage
afforded under the insurance policies.

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. Contractor 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.

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.

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.

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

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SERIAL 210111-RFP

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.

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 $2,000,000 each occurrence with respect to any of the Contractor’s owned,
hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work
or services or use or maintenance of the premises under this Contract.

Workers’ Compensation:

Workers’ Compensation insurance to cover obligations imposed by Federal and State
statutes having jurisdiction of Contractor’s employees engaged in the performance of the
work or services under this Contract; and Employer’s Liability insurance of not less than
$1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000
disease policy limit.

Contractor, its contractors and its subcontractors waive all rights against 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.

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.

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 $3,000,000 for each claim.

Commercial General Liability - Occurrence Form

6.2.13.1 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".

6.2.13.2 Minimum Limits:

General Aggregate $4,000,000
Each Occurrence Limit $2,000,000

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SERIAL 210111-RFP
Personal/Advertising Injury $1,000,000

Certificates of Insurance:

6.2.14.1 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.

6.2.14.2 In the event any insurance policy(ies) required by this Contract is(are) written
on a claims made basis, coverage shall extend for two years past completion
and acceptance of Contractor’s work or services and as evidenced by annual
Certificates of Insurance.

6.2.14.3 Ifa policy does expire during the life of the Contract, a renewal certificate must
be sent to County fifteen (15) calendar days prior to the expiration date.

Cancellation and Expiration Notice:

Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be
canceled, or be materially changed for any reason without thirty (30) days prior written
notice to Maricopa County. Contractor must provide to Maricopa County, within two (2)
business days of receipt, if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, 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 the Procurement Officer noted in the solicitation.

6.3 FORCE MAJEURE:

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6.3.2

6.3.3

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.

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.

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INSPECTION OF SERVICES:

6.4.1 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.

6.4.2 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.

6.4.3 If any of the services do not conform to Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at no
cost to the County. When the defects in services cannot be corrected by re-performance,
County may:

6.4.3.1 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.

6.4.4 Ifthe 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,
through direct billing or through payment reduction, 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.
ORDERING AUTHORITY:

Any request for purchase shall be accompanied by a valid purchase order, issued by Office of
Procurement Services, a Purchase Order issued by the using Department or direction by a Certified
Agency Procurement Aid (CAPA) with a Purchase Card for payment.

NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION:

6.6.1 This Contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this Contract when the County identifies a need and
proper authorization and documentation have been approved.

6.6.2 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the
County Procurement Officer with written notification to follow. Contractor specifically
acknowledges to be bound by this cancellation policy.

TASK ORDERS:

County reserves the right to cancel Task Orders within a reasonable period of time after issuance.
The County reserves the right to award Task Orders under $100,000.00 directly to these pre-
qualified Contractors without further competition if it is determined to be in the best interest of the
County. Should a Task 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. Each
work assignment shall be issued as Task Order and shall be priced as a separate event to be evaluated
by the County.

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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.

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 ninety (90) calendar
days after the order is delivered to the Contractor, and for any further period to which the parties
may agree. The order shall be specifically identified as a stop work order issued under this clause.
Upon receipt of the order, the Contractor shall immediately comply with its terms and take all
reasonable steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a stop-work is
delivered to the Contractor, or within any extension of that period to which the parties shall have
agreed, the Procurement Officer shall either:

6.9.1 Cancel the stop work order; or

6.9.2 Terminate the work covered by the order as provided in the Default, or the Termination for
Convenience 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.

TERMINATION FOR CONVENIENCE:

Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days
advance notice to the Contractor.

TERMINATION FOR DEFAULT:

The County may, by written notice of default to the Contractor, terminate this Contract in whole or
in part if the Contractor fails to:

6.11.1 Deliver the supplies or to perform the services within the time specified in this Contract or
any extension;

6.11.2 Make progress, so as to endanger performance of this Contract; or

6.11.3 Perform any of the other provisions of this Contract.

The County’s right to terminate this contract under these subparagraphs may be exercised if the
Contractor does not cure such failure within ten (10) business days (or more if authorized in writing
by the County) after receipt of the notice from the Procurement Officer specifying the failure.

STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:

Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the Contract, if any person

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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.

CONTRACTOR LICENSE REQUIREMENT:

6.13.1 The Contractor shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental or
non-governmental entities as mandated to maintain compliance with and in good standing
for all permits and/or licenses. The Contractor shall keep fully informed of existing and
future trade or industry requirements, Federal, State and Local laws, ordinances, and
regulations which in any manner affect the fulfillment of a Contract and shall comply with
the same. Contractor shall immediately notify both Office of Procurement Services and the
Department of any and all changes concerning permits, insurance or licenses.

LICENSURE/CERTIFICATION

6.14.1 Contractor shall comply with all applicable provisions of law and other rules and
regulations of any and all governmental, accrediting and/or regulatory authorities relating
to the licensure and regulation of health care providers and physicians.

6.14.2 Upon request, Contractor agrees to allow County, to the extent permitted by law, access to
credentials of Qualified Physicians and Qualified Providers who are providing services to
Department under the terms and conditions of this Contract.

6.14.3 Contractor expressly agrees that it shall comply with all rules, regulations, orders, standards
and interpretations promulgated pursuant to the Occupational Safety and Health Act of 1970
(and to the Occupational and Safety Health Act of the State of Arizona), including but not
limited to training, provision of personal protective equipment, provision of post-exposure
prophylaxis, adherence to appropriate lock out/tag out procedures, and providing all notices,
material safety data sheets, labels, etc. required by the right-to-know-standard.

SUBCONTRACTING:

6.15.1 The Contractor may not assign to another contractor or subcontract to another party for
performance of the terms and conditions hereof without the written consent of the County.
All correspondence authorizing subcontracting must reference the Contract Number and
identify the job project.

6.15.2 The subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as
bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates
or the County has approved the increase. The subcontractor’s invoice shall be invoiced
directly to the Prime Contractor, who in turn shall pass-through the costs to the County,
without mark-up. A copy of the subcontractor’s invoice must accompany the Prime
Contractor’s invoice.

AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. The

designated Procurement Officer shall be responsible for approving all amendments for Maricopa
County.

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SERIAL 210111-RFP

ADDITIONS/DELETIONS OF REQUIREMENTS:

The County reserves the right to add and/or delete materials and services to a Contract. Ifa service
requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of
service reduced in accordance with the bid price. If additional materials or services are required
from a Contract, prices for such additions will be negotiated between the Contractor and the County.

STRICT COMPLIANCE:

Acceptance by County of a performance that is not in strict compliance with the terms of the
Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of
the Contract.

VALIDITY:

The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.

SEVERABILITY:

The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity
of any other provision of this Contract.

RIGHTS IN DATA:

The County shall have the use of data and reports resulting from a Contract without additional cost
or other restriction except as may be established by law or applicable regulation. Each Party shall
supply to the other Party, upon request, any available information that is relevant to a Contract and
to the performance thereunder.

NON-DISCRIMINATION:

Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-
09 including flow down of all provisions and requirements to any subcontractors. Executive Order
2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and
downloaded at the Arizona State Library Research website
(http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is
hereby incorporated into this contract as if set forth in full herein. During the performance of this
Contract, Contractor shall not discriminate against any employee, client or any other individual in
any way because of that person’s age, race, creed, color, religion, sex, disability or national origin.

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:

6.23.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the
best of his or her knowledge and belief that the Contractor, it’s current officers and
directors;

6.23.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from being awarded any contract or grant by
any United States Department or Agency or any state, or local jurisdiction;

6.23.1.2 have not within three (3) year period preceding this Contract;

6.23.1.2.1 been convicted of fraud or any criminal offense in connection with
obtaining, attempting to obtain, or as the result of performing a
government entity (Federal, State or local) transaction or contract; and

6.23.1.2.2 been convicted of violation of any Federal or State antitrust statues or
conviction for embezzlement, theft, forgery, bribery, falsification or
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destruction of records, making false statements, or receiving stolen
property regarding a government entity transaction or contract;

6.23.1.2.3 are not presently indicted or criminally charged by a government
entity (Federal, State or local) with commission of any criminal
offenses in connection with obtaining, attempting to obtain, or as the
result of performing a government entity public (Federal, State or
local) transaction or contract; and are not presently facing any civil
charges from any governmental entity regarding obtaining, attempting
to obtain, or from performing any governmental entity contract or
other transaction; and have not within a three (3) year period preceding
this Contract had any public transaction (Federal, State or local)
terminated for cause or default.

6.23.1.3 If any of the above circumstances described in the paragraplyare applicable to the
entity submitting a bid for this requirement, include with your bid an explanation
of the matter including any final resolution.

6.23.2 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.

VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS:

6.24.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and
Nationality Act (INA using e-verify) and all other Federal immigration laws and regulations
related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor
shall obtain statements from its subcontractors certifying compliance and shall furnish the
statements to the Procurement Officer upon request. These warranties shall remain in effect
through the term of the Contract. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and
Control Act of 1986, as amended from time to time, for all employees performing work under
the Contract and verify employee compliance using the E-verify system and shall keep a
record of the verification for the duration of the employee’s employment or at least three (3)
years, whichever is longer. I-9 forms are available for download at USCIS.GOV.

6.24.2 The County retains the legal right to inspect Contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 6.24.1
of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s
intent to inspect and shall make the documents available at the time and date specified.
Should the County suspect or find that the Contractor or any of its subcontractors are not in
compliance, the County will consider this a material breach of the Contract and may pursue
any and all remedies allowed by law, including, but not limited to; suspension of work,
termination of the Contract for default, and suspension and/or debarment of the Contractor.
All costs necessary to verify compliance are the responsibility of the Contractor.

INFLUENCE:

As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct
may be grounds for Disbarment or Suspension under MC1-902.

An attempt to influence includes, but is not limited to:

6.25.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment
or educational passes or tickets, or any type of valuable contribution or subsidy,

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6.25.2 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.

Ifa 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.

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, in all
subcontracts over the simplified acquisition threshold ($150,000 as of September 2013).

UNIFORM ADMINISTRATIVE REQUIREMENTS:

By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title
2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS,
COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in
Title 2 C.F.R. § 200 et seq.

ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:

6.28.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the
Contractor agrees to retain (physical or digital copies of) all books, records, accounts,
statements, reports, files, and other records and back-up documentation relevant to this
Contract for six (6) years after final payment or until after the resolution of any audit
questions which could be more than six (6) years, whichever is latest. The County, Federal
or State auditors and any other persons duly authorized by the Department shall have full
access to, and the right to examine, copy and make use of, any and all said materials.

6.28.2 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.

AUDIT DISALLOWANCES:

If at any time it is determined by the County that a cost for which payment has been made is a
disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course
of action to address the disallowance shall be at sole discretion of the County, and may include
either an adjustment to future invoices, request for credit, request for a check or a deduction from
current invoices submitted by the Contractor equal to the amount of the disallowance, or to require
reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to
Maricopa County.

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OFFSET FOR DAMAGES:

In addition to all other remedies at Law or Equity, the County may offset from any money due to
the Contractor any amounts Contractor owes to the County for damages resulting from breach or
deficiencies in performance of the Contract.

CONFIDENTIAL INFORMATION:

Any information obtained in the course of performing this Contract may include information that is
proprietary or confidential to the County. This provision establishes the Contractor’s obligation
regarding such information.

The Contractor shall establish and maintain procedures and controls that are adequate to assure that
no information contained in its records and/or obtained from the County or from others in carrying
out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers,
or employees, except as required to efficiently perform duties under the Contract. The Contractor’s
procedures and controls at a minimum must be the same procedures and controls it uses to protect
its own proprietary or confidential information. If, at any time during the duration of the Contract,
the County determines that the procedures and controls in place are not adequate, the Contractor
shall institute any new and/or additional measures requested by the County within fifteen (15)
calendar days of the written request to do so.

Any requests to the Contractor for County proprietary or confidential information s shall be referred
to the County for review and approval, prior to any dissemination.

PROTECTED HEALTH INFORMATION:

In collecting, maintaining, using and disclosing information, contractor shall comply with all
applicable federal and state laws and regulations which protect confidential health information,
including, but not limited to the Health Insurance Portability and Accountability Act of 1996
(HIPAA), 42 C.F.R. Part 2, A.R.S. §§ 18-551 (Data Security Breaches), A.R.S. §§ 12-2291 et seq.
(Confidentiality of Medical Records), and A.R.S. §§ § 36-661 et seq. (Confidentiality of
Communicable Disease Information). Contractor shall not act or fail to act in a way that would
cause MCDPH to be noncompliant with applicable federal or state laws or regulations which protect
confidential health information. Contractor shall cooperate to mitigate, to the extent practicable,
any harmful effect that is known to it of an unlawful or unauthorized use or disclosure of confidential
health information. To ensure the confidentiality of confidential health information, contractor shall
be fully compliant, through automation and manual processes, with the standards for electronic
transactions under HIPAA. Contractor shall execute, and cause employees, subcontractors, and
agents to execute, all applicable confidentiality agreements and SARA Alert System user access
agreements, if deemed necessary by MCDPH. Any system breaches, confirmed or suspected, shall
be reported by Contractor to the MCDPH within 24 hours.

PUBLIC RECORDS:

Under Arizona law, all Offers submitted and opened are public records and must be retained by the
Records Manager at the Office of Procurement Services. Offers shall be open to public inspection
and copying after Contract award and execution, except for such Offers or sections thereof
determined to contain proprietary or confidential information by the Office of Procurement Services.
If an Offeror believes that information in its Offer or any resulting Contract should not be released
in response to a public record request under Arizona law, the Offeror shall indicate the specific
information deemed confidential or proprietary and submit a statement with its offer detailing the
reasons that the information should not be disclosed. Such reasons shall include the specific harm
or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement
Services shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.

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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.

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.

RELATIONSHIPS:

6.36.1 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, co-employee, partnership, principal
and agent, or joint venture between the County and the Contractor.

6.36.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also,
upon request by the County, the Contractor will be required to remove any employees
working on County projects and substitute personnel based on the discretion of the County
within two (2) business days, unless previously approved by the County.

GOVERNING LAW:

This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona.

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.

INCORPORATION OF DOCUMENTS:

The following are to be attached to and made part of this Contract:
6.39.1 Exhibit A, Vendor Information;

6.39.2 Exhibit B, Scope of Work;

6.39.3. Exhibit C, List of MCDPH-Approved Laboratories

6.39.4 Exhibit D, Business Associate Agreement

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NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:

Maricopa County Unified Command Center
ATTN: Joey Molina

501 West Jackson Street

Phoenix, AZ 85003

(602) 506-3454
Joey.molina@Maricopa.gov

For Contractor:

Rapid Reliable Testing

35 West 35" Street, Fifth Floor
New York, NY 10001

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IN WITNESS WHEREOF, this Contract is executed on the date set forth above.

CONTRA

AUTHORIZEDAIGNATURE

Petes Copena. Presiden Pa

PRINTED NAME AND TITLE

ADDRESS :

A.12.2e20 s
DATE

MARICOPA COUNTY

CHAIRMAN, BOARD OF SUPERVISORS DATE

ATTESTED:

CLERK OF THE BOARD DATE

APPROVED AS TO FORM:

DEPUTY COUNTY ATTORNEY DATE

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EXHIBIT A
VENDOR INFORMATION
BIDDER NAME: Rapid Reliable Testing, LLC

F.I.D./VENDOR #: 47-4292804-

BIDDER ADDRESS: 35 West 35" Street, Fifth Floor, New York, NY 10001
P.O. ADDRESS: N-A

BIDDER PHONE #: 720-768-2276

BIDDER FAX #:

COMPANY WEB SITE: www. rrtesting.com

COMPANY CONTACT (REP): Rick Diemert, Director, Strategic Development
E-MAIL ADDRESS (REP): rdiemert@rrtesting.com

PAYMENT TERMS: NET 30

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EXHIBIT B
SCOPE OF WORK

1. In partnership with MCDPH, identify and recommend locations to offer COVID-19 community testing for

various populations.
RRT will gladly provide any needed feedback and direction relating to site locations.

2. Provide in-person COVID-19 polymerase chain reaction (PCR) tests for adults and children at community
testing sites. These may be held at a variety of venues, both indoor and outdoor. In addition, alternative
formats such as drive-thru testing centers are encouraged.

RRT has over 1,500 trained medical professionals who can deploy to any site in Maricopa County within days.
We have extensive experience operating in drive through spaces outdoors and within facilities indoors.

3. Coordinate all logistics necessary to provide testing at these events including but not limited to partnerships,
event location, event flow, communications, and marketing.

Marketing: Advertising and marketing for any event shall not exceed $5,000 per task order. Contractor must include
the Maricopa County seal and the following language on any marketing materials, “This initiative is supported
through funds made available by Maricopa County.” Contractor shall include information on marketing materials
that, at minimum, includes valid phone number for people to call to request assistance with registering for a
community testing event.

RRT will meet this requirement. We have Arizona based marketing resources who will include the Maricopa County
Seal with the above indicated verbiage visible on all marketing material.

Logistics: Depending on event location, additional items such as tents, tables, chairs, cell towers, portable restrooms
and related facilities as may be required to ensure a successful event.

We will supply water, tents, specimen coolers, air conditioners, tables, chairs, cones, signage, security, online
access and IT equipment. As determined by the testing site, RRT will procure portable restrooms for staff.
However, it is the responsibility of the State of Arizona to provide us access to power.

4. Ability to bill insurance: private, AHCCCS, Medicaid, and Medicare plans, for laboratory testing services.
Contractor or subcontractor shall participate in the federal COVID-19 Claims Reimbursement Program in
order to obtain reimbursement for testing uninsured persons. Contractor shall ensure that tested individuals do
not incur any out of pocket expenses for receiving a test.

RRT will work with our lab partner, Eurofins to bill the individual’s insurance plan for testing. We are also able
to provide any individual with an insurance attestation form and submit a claim to the federal reimbursement
Program. However, in the event that we have a denial from either the insurance company of the federal
reimbursement Program, RRT will bill the County directly, as the payor of last resort. RRT will also provide
appropriate documentation of denials.

5. Obtain patient consent and/or a liability waiver. Provide MCDPH with copies of consent form/liability waiver.
RRT provides HIPAA and consent forms (attached with this Response) to each patient, ensuring consent is
obtained and their private medical information is treated appropriately. We also provide a HIPAA compliant
portal that shares results with the patient. Our parent company is Ambulnz, a global medical transport company
that has been dealing with HIPAA compliant information since its inception. We know a thing or two about
privacy and HIPAA.

6. Contractor must distribute the MCDPH contact testing flyer to each individual tested at each testing
event. Printing costs for flyers may be included in the Contractor’s Task Order response if testing
flyers are not available or not provided by the County. RRT will meet this requirement. Upon award
of a contract, RRT will design and provide MCDPH with the flyer, to include the Maricopa County
Seal and stated language under ‘Marketing’ section above.

7. Supplies: contractor will maintain needed specimen collection supplies and PPE required to provide
testing based on the expected number of individuals for each event. Retain copy of EUA on file to
ensure compliant supplies are in use.

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We buy all specimen collection supplies in very large quantities, allowing us to stay ahead of demand at testing
sites. RRT _ will meet this requirement. As one of the largest COVID-19 testing agencies in the country, and
the fact that we are wholly owned by Ambulnz, a global medical transport company, we have access to a
consistent sourcing of PPE and other protective equipment. By leveraging our national contracts and
relationships, we are able to maintain ample supply of PPE.

8. Guarantee safe use of PPE:
RRT maintains an updated COVID-19 procedures manual, available to MCDPH upon request. The Manual sets
all PPE usage protocols, including donning and doffing, for our trained medical professionals at testing sites.
All our trained medical professionals will use gowns and facemasks at testing site(s). Use of gowns, gloves,
facemasks and eye protection are mandatory. Gloves to be changed and hand hygiene performed in between
patients. Per RRT protocol, gowns are changed when they come in contact with patients and/or when soiled.
RRT will handle appropriate disposal of used PPE.

9. Specimen Collection and Laboratory Testing:
RRT will collect, package, store and transport all specimens with the strictest of standards, according to our
national protocol. RRT will utilize Eurofins Labs for this project; Eurofins is approved with ADHS and meets
all requirements of the Arizona State Electronic Lab Reporting standards.

10. Communicating Test Results:
Eurofins will electronically communicate all COVID-19 test results directly to patients.

11. Project Management:

RRT has a team of over 1,500 trained medical professionals and we can respond to Maricopa County within
days of an identified need. RRT will also hire additional professionals to maintain the testing site(s). RRT
maintains the training, credentialing and certifications of all our personnel in the field. RRT will maintain
monitoring of all our professionals for any COVID-19 symptoms; professionals exhibiting symptoms will not
work at testing site(s).

12. Reporting:

RRT will maintain a secure, ongoing list of tested patients for the County available within 72 of site closing, to
include patient names, date of birth and telephone number. All positive cases will be reported by the Lab directly
to the ADHS.

Q ualifications

e Ambulnz has helped lead the COVID-19 response in NY, PA, FL, CA, TX, TN, CO, IL and NJ,
supporting FEMA and the DOH — both with medical transport of COVID-patients, and conducting
COVID and Antibody testing at DOH sites across the country.

e We launched a new entity named Rapid Reliable Testing, dedicated to accelerating the availability
of COVID-19 and antibody testing. We firmly believe that the testing process is crucial to the safe
opening of our social, commercial and institutional life. We want to offer testing to as many people
as possible in the safest and most efficient manner.

e Rapid Reliable Testing is currently conducting over 25,000 COVID PCR tests per week across 26
states, a large portion of which for governmental municipalities.

¢ OurRNs, Paramedics, EMTs, Medical Technicians and support staff have developed a core competency with
COVID Testing.

¢ We have partnerships with leading lab facilities around the country, including CLIA & CAP
certified labs: BioReference Laboratories, Eurofins and Mako Medical.

e We've already built out a secure HIPAA-compliant G-Suite based database and AWS cloud
serverto simplify reporting of test results.

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e  Wehavea staff of 1,500 across the US and are able to deploy additional staff to start servicing Maricopa
Countyand additional Arizona locations within days.

e Rapid Reliable testing offers a turnkey solution that covers site set up, collection, delivery to labs,
lab analysis (in partnership with our local lab partners), and results management.

¢ Rapid Reliable Testing was established by Ambulnz Holdings in April 2020, with the goal of providing
COVID-19 and IgG antibody testing to help identify and reduce the spread of COVID-19.

e Ambulnz Holdings is a technology-driven healthcare transportation company with subsidiaries in eight
States and the United Kingdom. We employ over 1,500 highly skilled medical professionals, including
Medical Technicians, EMTs, Paramedics, Licensed Practical Nurses and Physicians. In addition to
having deep experience with all forms of medical transportation (CCT, ALS, BLS, Ambulette and
medical sedan), Ambulnz is also the largest private ambulance company responding to COVID-19 in
NYC.

e Recognizing that access to testing would be a key barrier to getting businesses back to work and the public
back to life, we launched Rapid Reliable Testing, hired a skilled medical director, and established
partnerships with leading medical laboratories to secure access to test kits. Then, we deployed teams of
medical professionals to perform COVID-19 and IgG antibody tests for our own staff of 1,500 employees
across the US. We now offer full testing services to a range of sectors, including airlines, businesses,
summer camps, production companies, hotels, retailers, nursing homes, event/arenas, municipalities, and
at-home family testing.

e Ambulnz and Rapid Reliable Testing’s extensive experience — both responding to COVID-19 and
testing over 135,000 individuals for COVID-19 — make us ideally positioned to partner with the State
on this important project:

o Ambulnz helped lead the COVID-19 response in NY, NJ and PA, supporting both FEMA and the DOH in
each of these States.

o Our responsibilities included both medical transport of COVID-infected patients and conducting
COVID-19 and antibody

testing at DOH sites across the northeast region.

o Ambulnz has transported over 13,000 COVID-19-infected patients across the US. As
such, our staff has operational familiarity with COVID-19, and has been extensively
trained in PPE use.

o Ambulnz has built a core competency around COVID-19 medical transport. Our
operational procedures have been codified in a COVID-19 Policy Manual, which we
have distributed both internally to our staff, and externally to our hospital partners who
found the information invaluable. (see Appended Document)

Experience

Ambulnz and Rapid Reliable Testing’s extensive experience — both responding to COVID-19 and testing
tens of thousands of individuals for COVID-19 — make us ideally positioned to partner with the City of
Phoenix, AZ on this important project:

Our Doctors, LPNs, Paramedics, EMTs, Medical Technicians and support staff have developed a core

competency
with COVID Testing, and we’ve developed rigorous procedures to ensure smooth testing operations.

We have a partnership with major labs that boasts CLIA & CAP certification. The volume of testing we
complete ensures we have priority access to these labs, and we’re able to provide testing results to our clients
within 48 hours from when the lab receives the samples.

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