210111-CONTRACT-SOUTHWELLNESS.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 Southwellness, LLC, an Arizona corporation (“Contractor”) for the purchase
of Community Testing Services for COVID-19.

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CONTRACT TERM:

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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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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

Ce ry

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-yss.ho /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 hannless 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:

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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 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

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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:

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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".

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6.2,13.2 Minimum Limits:

General Aggregate $4,000,000
Each Occurrence Limit $2,000,000
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 Ifapolicy 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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Neither party shail 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

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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.

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

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SERIAL 210111-RFP

work assignment shall be issued as Task Order and shall be priced as a separate event to be evaluated
by the County.

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.

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STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:

Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the Contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf
of the County is at any time while the Contract or any extension of the Contract is in effect, an
employee or agent of any other party to the Contract in any capacity or consultant to any other party
of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S
§ 38-511 the County may recoup any fee or commission paid or due to any person significantly
involved in initiating, negotiating, securing, drafting or creating the Contract on behalf ofthe 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.

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SERIAL 210111-RFP
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.

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.goy/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;

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

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

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

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

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

6.24.2

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.

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.

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6.26

6.27

6.28

6.29

SERIAL 210111-RFP

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,

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

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6.30

6.31

6.32

6.33

SERIAL 210111-RFP

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.

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

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6.34

6.35

6.36

6.37

6.38

6.39

SERIAL 210111-RFP
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.

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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SERIAL 210111-RFP

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:

Dr. Tyler Southwell, CEO Southwellness, LLC
10599 N. Tatum Blvd, Ste F151 Paradise Valley, Arizona 85253 (480) 991-9271
drsouthwell@southwellness.com

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SERIAL 210111-RFP

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

CONTRACTO

AUTHORIZED S{GNATURE

OL. TYLER SOUTRWELL , OWNER
PRINTED NAME AND TITLE

(0465 WW. WIM DVD SUITE F165) PARADISE VALLEY
ADDRESS

A\\7\a0%0

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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Ae $5251,

SERIAL 210111-RFP

EXHIBIT A
VENDOR INFORMATION

SRR AI.218111-R9T
ATTACHMENT a

VENDING INFLATION

HIDDUR NAME: _Sauthsyelivess LIX?

FLD.VENTIOR +: 19399

BIDDER ADDRESS: Islyou ty Uatutry Bled, F141, Punscige Valley, AZ K5ZS2

T.0. ADDRESS:

AMDER PHONE #: 4BH.991 9271

BINDER BAX AB IAH ITS

COMPANY WLB SITE: wewsoutbyellnms.oo
COMPANY CONTACT (RIB): Dr. Tyler Surthwell

E-MAIL ADDRESS {REP}: drsouthrcktieouthwellness.co

PAYMENT TERMS: NET 30

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SERIAL 210111-RFP

EXHIBIT B
SCOPE OF WORK

cS
Southoneliness

IVE MEDICAL CARE
DfT, ON YOUR TERMS

10955 N. Tatum Blvd, Ste F151 Paradise Vallay, AZ 85253 T (480) 991-9271 F (844) 284-7758

Proposal:
Southwellness, LLC understands the camplexities and needs for this ongoing project to assist
MCODPH in its efforts to control and\or decrease the spread of COVID-19. In this proposal, wa
present a clear path to addressing this global pandemic in a holistic and full-service manner for
MCDPH with an experienced and qualified team -- both in the field and behind the scenes. We
have been engaged in performing all of the tasks outlined in this RFP since early April 2020,
including multiple projects directly with MCDPH in congregate setting and the community, which
we'll discuss in more detail below. We don’t believe there is a better qualified team to deliver on
both the intent and scope of work outlined in this RFP, and wish to assist MCDPH in its mission
to protect public health, Our COVID Division team is well seasoned, and made up of licensed
medical professionals, all overseen by Medical Doctors. Our administrative staff is also well
trained, and includes social workers, spanish speakers, all of whom started with us as
volunteers and are incredibly passionate, We have been performing testing all over the state
since April in community sites that included large indoor events, as well as drive-up events. We
are also prepared to be nimble with regard to locations, communities and settings as needed.
We have made several important community partnerships including the Salvation Army which
have offered up their spaces to this work easier during the summer heat.

In terms of our community testing done thus far with the MCDPH, we have been learning a
great deal on how to be more efficient, and get our bid prices down while maintaining the
highest level of service. We appreciate MCDPH's help with this, and our mission is to continue
to improve in this area.

We have been leaders in bringing faster results to Maricopa by getting two new labs with faster
turnaround onto the State’s approved fist (Prorenata and Lehigh Valley). We are seeking more
partners, better technology for faster, more accurate results and will continue to offer these
solutions to the County. This will include a proposal for saliva testing. We have a new lab
partner that is ine same company that is protecting professional sports teams with daily testing.
They use electronic registration, consent, and results tracking and delivery, and are preparing to
connect to the State and get onto the approved list. We believe this form of testing, being EUA

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SERIAL 210111-RFP

approved, extremely sensitive and specific, and much less invasive, may encourage greater
Participation.

Our community testing drive-through experiences have taught us a great deal. Our
process includes:

e Education for the patients being tested in their own language, answering any
questions they may have through our protocols using licensed medical providers.

e When and if needed, we can also use a medical translation phone service for our
patients that speak any language.

« Humane testing conditions, which include canopy shades for each patient, and
during the summer air conditioning for our staff.

e Every patient is given a mask if needed for free.

e Testing technique skills: we have realized a proper nasopharyngeal swab can not
and should not be either self-administered by the patient, or done with staff
bending and reaching at odd angles into vehicles. Unless the patient is disabled,
we require they sit in a chair just outside their car, in the shade, so the best
possible specimen Is obtained, Patlents blow their noses prior, and trained,
licensed staff expert in PPE utilization get great specimens. The chair the
patients sit in are sanitized after every patient.

Our indoor testing experiences have similarly taught us a great deal. We have used every
available testing technique, and have the capacity to test up to 1,000 people per day. One of
the things we do that is likely different from others Is our utilization of air-purification portable
systems. These use HEPA, UVC, and tonization fo ensure Indoor air is as scrubbed of
COVID19 as possible. Our staff all wear fittad N95 masks, and in 6 months of activism around
COVID19, none of our staff have contracted the virus. We know because our staff is all
required to get tested weekly for COVID19, and monthly for antibodies.

Our medical practice-madel also calls all positive (and negative) patients, again with qualified
medical personnel. We offer support to those patients, teach them the concepts of contact
tracing if positive, warning signs that shauld lead to seeking help, how to isolate, and more,

Our team has the right [lcensure to be able to vaccinate the community, and the passion to bring
these vaccines to the most vulnerable. Specifically, should a COVID-19 vaccine became
available, we will be ready and willing to perform mass immunization. Also, we have the
capability to test not anly for COVID 19, but influenza which we believe will become increasingly
important to Identify in community members given the crossover of symptoms, and the high
mortality rate of being dually infected based on the literature. Furthermore, we will be able to
vaccinate against influenza also, which as long as patients are asymptomatic will be incredibly
important more this year than any year since In american history.

Lastly, one proposal we have been discussing Is finding a way to support and empower
community organizations. By that we mean teaching and training the medical personne!

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SERIAL 210111-RFP

affiliated with these organizations on how to execute testing on thelr populations. This is done
by partnering with these organizations, vetting, certifying, and training the volunteers as we do
our employees; supplying them with education on requisitions, test collection and PPE
utilizations; and providing them with the PPE required through our nonprofit organization,
ProtectAZ.org. This could be especially helpful , for example, in schools if we could equip them
with saliva testing capabilities.

Qualifications

Southwellness has been active on COVID in the community since February, when we started a
nonprofit (ProtectAZ.org) around supplying PPE to first responders and vulnerable populations.
As it became clear testing support was needed, we moved back under the medica! banner of
Southwellness to do that testing philanthropically in the community testing the homeless and
housing Insecure, as well as Native Tribes across the state. That work Is what led us to partner
with MCDPH. We started as an all-volunteer force, and it was aut of those passionate people
that we found the talent that now serves the community through Southwellness in our COVID
Division. Given our team's beginnings and evolution, | believe we are unique among the other
vendors. As you can see in our roster, we have a very large team of licensed medical
professionals. We have the ability to expand this team or contract it based on the needs of the
projects we are granted. To reiterate, we only allow licensed professionals that are RN,
Paramedics, or EMT’s who have also completed training to perform patient-facing testing. We
fit each member with an N95 mask, and ali are experts in PPE and contact precautions through
our training protocols. Our project manager and coordinators, as well as our team lead RN's
have been seasoned in innumerable events in all settings in the past several months. All of our
staff are HIPAA certified, and are also trained in the MCDPH requirements and guidelines. Its
our belief that highly-skilled and certified medical professionals are the best equipped to perform
the duties set forth In MCDPH's scope of work to truly protect public health. We have experience
to properly collect specimens, decreasing the risk of false negatives, We have experience
properly donning and doffing PPE, minimizing potential cross-contamination in high-risk
settings, and know one short-cut or mistake could cost lives. We understand the need for
compassion and courteous bedside manner in high- stress situations, and also the need for
dignity and non-judgement when working with vulnerable populations such as homeless
shelters or providing care to those incarcerated. We also understand the unique needs of
vulnerable populations, including the issue of results delivery to the homeless, whom we are
passionate to serve.

We continue to evolve our processes to improve patient experience, records keeping processes
and communication processes, Relationship building has been an important part of our work,
and we are now connected to multiple community organizations, shelters, food banks, local and
nation-wide labs, etc which is important to work in the communities that need us most. Lastly,
our CFO continues to create metrics tracking efficiency in execution and cost analysis so that
we can continue to figure out how good testing can be done more affordably.

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