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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 WellHealth Managerment LLC, a Texas Limited Liability corporation
(“Contractor”) for the purchase of Community Testing Services for COVID-19.
1.0 CONTRACT TERM:
1.1 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.
1,2 The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of 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.
1.3 CONTRACT COMPLETION:
The Contractor shall make all reasonable efforts for an orderly transition of its duties and
responsibilities to another provider and/or to the County, This may include, but is not limited
to the preparation of a transition plan and cooperation with the County or other providers in the
transition. The transition includes the transfer of all records, and other data in the possession,
custody or control of Contractor required to be provided to the County either by the terms of
this agreement or as a matter of law. The provisions of this clause shall survive the expiration
or termination of this agreement.
2.0 PRICE ADJUSTMENTS:
Any requests for reasonable price adjustments must be submitted sixty (60) calendar days prior to the
Contract 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.
3.0 PAYMENTS:
3.1 As consideration for performance of the duties described herein, County shall pay Contractor
the total amounts agreed upon for each work assignment given.
32 Payment shall be made upon the County’s receipt of a properly completed invoice.
3.3 INVOICES:
3.3.1. The Contractor shall submit one (1) legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a minimum,
the invoice must provide the following information:
. Company name, address and contact
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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
Problems regarding billing or invoicing shall be directed to the Department as listed
on the Purchase Order.
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.hostams.com/webapp/PRDVSS1X1/AltSelfService).
Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.
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
3.4.3
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.
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.
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.
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 SAVE Cooperative Purchasing Agreement, and with the concurrence of the
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successful Respondent under this solicitation, a member of $AVE may access a contract
resulting from a solicitation issued by the County.
Kia 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 The provisions of this Contract relating to payment for services shall become effective when
funds assigned for the purpose of compensating the Contractor as herein provided are actually
available to County for disbursement. The County shall be the sole judge and authority in
determining the availability of funds under this Contract. County shall keep the Contractor fully
informed as to the availability of funds.
4.2 If any action is taken by, any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection
with, this Contract, County may amend, suspend, decrease, or terminate its obligations under,
or in connection with, this Contract. In the event of termination, County shall be liable for
payment only for services rendered prior to the effective date of the termination, provided that
such services 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 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.
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INSURANCE:
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6.2.9
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 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.
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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
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.
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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,
6.2.15 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.
FORCE MAJEURE:
6.3.1 Neither party shall be liable for failure of performance, nor incur any liability to the
other party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this Contract if such delay or failure is caused by events,
occurrences, or causes beyond the reasonable control and without negligence of the
parties. Such events, occurrences, or causes will include Acts of God/Nature
(including fire, flood, earthquake, storm, hurricane or other natural disaster), war,
invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war,
riots, rebellion, revolution, insurrection, military or usurped power or confiscation,
terrorist activities, nationalization, government sanction, lockout, blockage, embargo,
labor dispute, strike, interruption or failure of electricity or telecommunication service.
6.3.2 Each party, as applicable, shall give the other party notice of its inability to perform
and particulars in reasonable detail of the cause of the inability. Each party must use
best efforts to remedy the situation and remove, as soon as practicable, the cause of its
inability to perform or comply.
6.3.3 The party asserting Force Majeure as a cause for non-performance shall have the
burden of proving that reasonable steps were taken to minimize delay or damages
caused by foreseeable events, that all non-excused obligations were substantially
fulfilled, and that the other party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other prudent precautions
could be contemplated.
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
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6.4.3.2 Reduce the Contract price to reflect the reduced value of the services
performed.
6.4.4 If the Contractor fails to promptly perform the services again or to take the necessary
action to ensure future performance in conformity with Contract requirements, County
may:
6.4.4.1 By Contract or otherwise, perform the services and charge to the Contractor,
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.
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
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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.
6.10 | TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar
days advance notice to the Contractor.
6.11 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.
6.12 | STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the Contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in
effect, an employee or agent of any other party to the Contract in any capacity or consultant to
any other party of the Contract with respect to the subject matter of the Contract. Additionally,
pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any
person significantly involved in initiating, negotiating, securing, drafting or creating the
Contract on behalf of the County from any other party to the Contract arising as the result of the
Contract.
6.13 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,
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6.14 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.
6.15 | 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 tum shall pass-through the costs to
the County, without mark-up. A copy of the subcontractor’s invoice must accompany
the Prime Contractor’s invoice.
6.16 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. The
designated Procurement Officer shall be responsible for approving all amendments for
Maricopa County.
6.17 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.
6.18 | STRICT COMPLIANCE:
Acceptance by County of a performance that is not in strict compliance with the terms of the
Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms
of the Contract.
6.19 VALIDITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.
6.20 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.
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6.21 RIGHTS IN DATA:
The County shall have the use of data and reports resulting from a Contract without additional
cost or other restriction except as may be established by law or applicable regulation. Each
Party shall supply to the other Party, upon request, any available information that is relevant to
a Contract and to the performance thereunder.
6.22. 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/cdnv/singleitem/collection/execorders/id/680/rec/1) which is
hereby incorporated into this contract as if set forth in full herein. During the performance of
this Contract, Contractor shall not discriminate against any employee, client or any other
individual in any way because of that person’s age, race, creed, color, religion, sex, disability
or national origin.
6.23 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 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.
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6.23.2. The Contractor shall include, without modification, this clause in all lower tier covered
transactions (i.¢. transactions with subcontractors) and in all solicitations for lower tier
covered transactions related to this Contract.
6.24 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 ¢-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 (1-9) 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.
1-9 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.
6.25. 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,
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.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by the
Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy
provided by this contract.
6.26 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS:
6.26.1 The Parties agree that this Contract and employees working on this Contract will be
subject to the whistleblower rights and remedies in the pilot program on Contractor
employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of
the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112-239) and
section 3.908 of the Federal Acquisition Regulation;
6.26.2 Contractor shall inform its employees in writing, in the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712,
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as described in section 3.908 of the Federal Acquisition Regulation. Documentation
of such employce 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).
6.27 UNIFORM ADMINISTRATIVE REQUIREMENTS:
By entering into this Contract the Contractor agrees to comply with all applicable provisions of
Title 2, Subtitle A, Chapter I], PART 200—UNIFORM ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS contained in Title 2 C.F.R. § 200 et seq.
6.28 | 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.
6.29 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 cither an adjustment to future invoices, request for credit, request for a check or a
deduction from current invoices submitted by the Contractor equal to the amount of the
disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor
by issuing a check payable to Maricopa County.
6.30 | OFFSET FOR DAMAGES:
In addition to all other remedies at Law or Equity, the County may offset from any money due
to the Contractor any amounts Contractor owes to the County for damages resulting from breach
or deficiencies in performance of the Contract.
6.31 | 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
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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.
6.32. 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 ina 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.
6.33 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 proprictary or confidential information by the Office of
Procurement Services. If an Offeror believes that information in its Offer or any resulting
Contract should not be released in response to a public record request under Arizona law, the
Offeror shall indicate the specific information deemed confidential or proprietary and submit a
statement with its offer detailing the reasons that the information should not be disclosed. Such
reasons shall include the specific harm or prejudice which may arise from disclosure. The
Records Manager of the Office of Procurement Services shall determine whether the identified
information is confidential pursuant to the Maricopa County Procurement Code.
6.34 — 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.
6.35. INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes
all prior negotiations, proposals, communications, understandings, representations, or
agreements, whether oral or written, express or implied.
6.36 | 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
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discretion of the County within two (2) business days, unless previously approved by
the County.
6.37. GOVERNING LAW:
This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona.
6.38 | ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor's license agreement,
if applicable, the terms of this Contract shall prevail.
6.39 | 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
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:
WellHealth Managerment LLC
6827 Communications Pkwy, Suite 320
Plano TX 75024
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IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTO
AUTHORIZED SIGNATURE
baie lacow CRO
PRINTED NAME AND TITLE!
C824 Conmnicasas Prturny Sie 320, Plano, toms, TSO82
ADDRESS Uo
O (t 2
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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BIDDER NAME:
F.LD./VENDOR #:
BIDDER ADDRESS:
P.O. ADDRESS:
BIDDER PHONE #:
BIDDER FAX #:
COMPANY WEB SITE:
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EXHIBIT A
YENDOR INFORMATION
WellHealth Management, LLC
83-2382936 (EIN?)
6827 Communications Pkwy, Suite 320, Plano TX 75024
(469) 363-3593
COMPANY CONTACT (REP): = Amir Kuzbari
E-MAIL ADDRESS (REP): Amir@wellhealth.studio
PAYMENT TERMS:
NET 30
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EHIBIT B
SCOPE OF WORK
PROPOSAL
Site/Location Specifications
Site specification vary per site. We have the capability of finding private sites through relationships, both outdoor
and indoor, for testing. Our preference, however, is to work with the County to identify both private and public
sites.
VID-19 P a iJabl ti
WellHealth provides COVID-19 Polymerase Chain Reaction (PCR) testing using defined criteria and approved
testing methodologies; only FDA/EUA approved testing kits shall be used. WellHealth has contracts with
turnaround SLAs with 3 CLIA/CAP approved reference laboratories performing PCR COVID-19 testing using
FDA validated methods. Current Capacity exceeds 50,000 tests per day, with the possibility of expanding to
100,000 tests per day, within four-six weeks once the contract is executed.
WellHealth is prepared to deliver all three testing options as outlined below:
Option 1 - On-site Testing at Designated Facility
For On-site facility testing, WellHealth has experience since the beginning of March, establishing physical
testing at facility locations with daily volume of 200+ patients. This includes medium to large size businesses as
well as skilled nursing home facilities. Testing is performed weekly at multiple sites as part of COVID-19
surveillance regimen.
WellHealth will work closely with PDPH to identify and deliver testing for priority locations. WellHealth has
demonstrated the ability to expand rapidly, adding 10 testing sites every other week, which can be accelerated
upon execution of this contract. With each site having the capability to test 500 patients per day, this provides
testing scalability of 5,000 tests per day.
WellHealth has SLAs with 3 CLIA/CAP approved reference laboratories performing RT-PCR SARSCoV-2
testing using FDA validated methods. WellHealth also utilizes Colloidal-Gold based Lateral Flow
Immunoassays for the Qualitative Detection of SARS-CoV-2 (COVID-19) IgM /1gG Antibodies. These assays
also have FDA EUA for use during the pandemic. For the PCR tests, current Capacity exceeds 50,000 tests per
day, with the possibility of expanding to 100,000 tests per day. Included in these SLAs is the requirement to
report testing results within 48 hours to the designated Electronic Reporting System.
WellHealth has been devising logistics planning programs to deliver scaled testing operations for several months.
These logistics consider layout and selection for testing sites, compliance with state and local laws, patient and
staff safety, throughput, and patient results reporting. WellHealth will roll out a hub and spoke model, creating
central warehouses for ordering, storage and distribution of key supplies. This includes materials for testing,
PPE, disinfection, biohazard management, as well as sample pickup logistics.
Option 2 - Mobile Drive Thru
For mobile drive through testing, WellHealth has a history of establishing mobile testing at community outreach
locations with a daily volume of 500+ patients. Testing is performed weekly at the community outreach programs,
multiple non-profit organizations, as well as municipalities. WellHealth utilizes mobile testing vans along with
tents to establish safe and secure areas for testing.
WellHealth will work closely with designated departments to identify and test priority localities at the necessary
frequency. Using its proprietary technology utilizing QR codes for patient registration and sample requisitioning,
WellHealth has streamlined intake to maximize efficiency, confidentiality and sterility.
The system is completely digital, eliminating the need for clipboards or paper requisition forms, virtually
eliminating clerical errors that lead to misidentification. With these workflows, maximum capacity for safe,
reliable daily testing is 500 patients per day. WellHealth’s proprietary website, GoGetTested.com, is already
getting thousands of visits per day, without active marketing yet. The system allows for efficient routing of
scheduled appointments to sites where capacity exists, leading to reduced wait times for patients to find testing
locations.
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Option 3 - Walk-up Testing Site at a Public Facility
WellHealth is prepared to set-up walk-up testing sites as needed, using the same systems and protocols to ensure
efficient and safe testing of patients. If walk-up locations require unique management of sample management,
such as through local health authorities etc., this can be accomplished with ease through the current technology
workflow,
Ss ean imburse
WellHealth manages billing for public and private health insurance and bills MCDPH for any tests that were not
covered by public or private health insurance (including Medicare and Medicaid).
WellHealth is currently processing around 200 samples per site per day which are then billed to public and private
health insurances as well as City, County, State, and Federal programs. WellHealth, with its 3rd party payor
contracts will continue to do this as it provides testing across the State. For those patients not covered, WellHealth
will bill MCDPH the contracted rate. WellHealth is in-network with all major insurance companies in the States
we operate in as well as most smaller insurance companies and is in good standing with federal payor programs
as well.
Personal Protective Equipment (PPE) and Training
WellHealth’s robust training program includes an entire day solely dedicated to PPE and infection prevention
procedures and protocols. Our three-day training program also includes, among other things, local, state, and
federal laws, regulations, and policies. Our PPE and infection prevention training includes:
Live Training and video training with deeply experienced COVID-19 Medical Assistants and
Providers; Confirmation testing, where a 100% grade must be achieved to be allowed to continue
training; Simulation training in the field where we recreate situations that may arise in the field;
Live training in the field witha trainer. This trainer subsequently certifies the newly onboarded Medical Assistant
is qualified to join a team
PPE will be fully provided to entire staff, including: N95 masks, face-shields, nitrile gloves, level 1 gowns, head
covers, and shoe covers when necessary.
Laboratory Testin
Our last two-week average for resulting is 19 hours, however, we communicate to the public results will be in
between 24-72 hours.
Test results must be provided within 48 hours of testing (additional 24 hour allowance up to 72 hours for weather
and other delays). There will be a financial penalty for late test results. WellHealth’s SLA language currently
demands resulting from the reference laboratories within 48 hours, with reporting to your departments and
patients within 48-72 hours. WellHealth is agreeable to the state’s stipulation of waterfall reimbursement for
reporting delays. ,
munications Between Providers and Patie
With its proprietary technology utilize QR codes for patient registration and sample requisitioning, WellHealth
has streamlined intake to maximize efficiency, confidentiality and sterility. The system is completely online,
eliminating the need for clipboards or paper requisition forms, virtually eliminating clerical errors that lead to
misidentification. With these workflows, maximum capacity for safe, reliable daily testing is 500+ patients per
day.
WellHealth will utilize its medical staff, technology and call center to provide efficient reporting and patient
tracking. Patients with negative results will be contacted via automated response to inform of their results,
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directed to websites for more information and given contact information should symptoms change. Each patient
found to have positive results will be contacted by a provider, also within 48 hours.
These patients will be stratified as STABLE (those without symptoms or high-risk medical conditions or Stable
asymptomatic) or UNSTABLE (those with symptoms of high risk medical conditions). Each category will be
informed of signs of worsening disease, instructions to isolate and get immediate contacts tested.
Staffing and Project Management
Providers will be expected to provide testing sites that maintains patient confidentiality and assures protection of
staff and patients from COVID transmission. The site should be easily accessible to the community. Both fixed
and mobile services are needed. WellHealth has developed its own best practices as well as implemented best
practices observed 5 from the National Guard teams that are currently delivering testing sites. These include hot,
warm, cold zone protocols, and testing site setup to ensure reasonable patient privacy. And since our end-to-end
process is fully digital with military grade security and encryption, this reduces the risk of confidential patient
information being mishandled.
WellHealth has a consistent history of establishing a variety of testing sites, such as:
a. physical clinic locations with daily volume of 200+ patients currently;
b. mobile testing locations for community outreach events utilizing mobile vans and tents, providing
open access testing for up to 500 patients daily per team;
¢€. on-site testing for businesses and skilled nursing home facilities with daily volume of 300+
patients per site:
d. As well as the laundry list of locations and situations listed above.
For each of these sites, maximum capacity for daily testing is 500 patients per day per team. For higher volume
sites, we can assign additional half teams or full teams to meet the demand.
Hours of operation and locations for testing services may be variable and should be described in detail by the
Provider.
Scheduling:
WellHealth’s technology platform, GoGetTested.com, will allow for:
a. Automated scheduling on the website if the site is planned enough in advance, typically a few
days in advance;
b. Our call center can handle in-bound phone calls for patients that want to schedule by phone; and
c. Large groups, like nursing homes, can set up a group code within our network and allow people to
test through that code and receive back a CSV file in return for rolled up reporting for large groups.
WellHealth will publish and disseminate all testing locations to the general public and specific or
general stakeholders, asinstructed.
WellHealth will set up at times and locations determined in partnership and feedback from your
departments. Because our scheduling is done virtually or via the call center, we are amenable to be
flexible with start and stop times and can experiment if necessary, for the most impact for the
community. Multiple clients have requested this flexibility and we’re proud that most of our clients have
praised us as “nimble” to help sort through these issues.
Recruiting:
a. Our consortium partner, Victory Agency, has decades of experience with event planning, traffic
control, people traffic control, etc.
1. They have a network of over 45,000 people nationwide currently.
2. We have trained regional managers, market managers, team leads, and individual members
throughout this network already and are ready to be deployed.
b. WellHealth has additional in-house resources [HR Department] and external relationships
{nationwide recruiting agencies] that are simultaneously working alongside the partners to fill any
and all spot needs or long term needs as determined by the partners.
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¢. WellHealth’s robust training program includes an entire day solely dedicated to PPE and infection
prevention procedures and protocols. Our three-day training program also includes, among other
things, local, state, and federal laws, regulations, and policies. Our PPE and infection prevention
training includes:
1. Live Training and video training with deeply experienced COVID-19 Medical Assistants
and Providers;
Confirmation testing, where a 100% grade must be achieved to be allowed to continue
training:
3. Simulation training in the field where we recreate situations that may arise in the field; and
then finally
4. Live training in the field with a trainer. This trainer subsequently certifies the newly
onboarded Medical Assistant is qualified to join a team.
d. WellHealth attempts to have one Spanish speaker in every team of five (5) people to handle
Spanish speaking demands.
e. WellHealth has real-time access to multiple Providers, includin g Medical Doctors, in case of
emergencies.
f. Providers are legally and ethically bound and obli gated to comply with all local, state, and federal laws.
iP)
Provider must supply required materials & testing services
WellHealth has SLAs with 3 CLIA/CAP approved reference laboratories performing PCR COVID-19
testing using FDA validated methods. Current Capacity exceeds 50,000 tests per day, with the possibility
of expanding to 1000,000 tests per day, within 4-6 weeks once the contract is executed. WellHealth will
continue to develop further relationships with other high-quality CAP/CLIA accredited laboratories to
ensure adequate testing volume is maintained during the Pandemic as it continues to stress the system. Our
technology normalizes all lab interfaces, which creates seamless processing regardless of lab.
WellHealth Capabilities:
WellHealth Capabilities
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People Supply Chain Marketing Testing Resulting Tracing
Hiring
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Location medical staff on eee Online & Approved Rapid TBD TBD
Establishment and event Purchasi a Digital Nasal & Response
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Sample Data Dashboard:
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