PE HOLOGIC CONTRACT AMENDMENT 1.PDF
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CONTRACT NO: C-86-21-003-X-01 (210007-SS)
AMENDMENT NO: 1
Page 1 of 5
AMENDMENT TO
CONTRACT
Between
MARICOPA COUNTY
by and through
DEPARTMENT OF PUBLIC HEALTH
and
Hologic Sales and Service, LLC
I.
The above-named contract is hereby amended as specified below:
A.
Effective September 23, 2022, Gen-Probe Sales and Service, Inc. merged with and into Hologic
Sales and Service, LLC (“Hologic”), a wholly owned subsidiary of Hologic, Inc. By virtue of this
internal merger, Gen-Probe Sales and Service, Inc. ceased to exist as a separate legal entity and all
of its rights and obligations, including those set forth in the Agreement, have been assumed, by
operation of law, by Hologic Sales and Service, LLC. As of September 23, 2022, all references in the
Agreement to Gen-Probe Sales and Service, Inc. shall refer to Hologic Sales and Service, LLC.
B.
Section 1.0, Contract Term, The Parties acknowledge and agree that the Agreement expired on
August 30, 2023. Notwithstanding the foregoing, the Parties agree that as of the Amendment Date,
the Agreement is revived in its entirety and reinstated as amended hereto. The Parties further agree
to extend the Contract Term. The expiration date shall be changed to August 30, 2025. Any
purchases made by the Customer during the period of expiration will not be subject to any credits
or adjustments.
C.
Exhibit A, Vendor Information and Pricing Sheet, shall be deleted and replaced with the updated
Vendor Information and Pricing Sheet as shown on Page 2 of this amendment.
D.
Exhibit 1, Cost Per Reportable Submission Form, shall be deleted and replaced with the updated
Cost Per Reportable Submission Form as shown on Page 5 of this amendment.
E.
Exhibit 2.1, Description of Standard Service-Leader 50 shall be deleted in its entirety.
II.
All other terms and conditions of the original contract shall remain in full force and effect.
IN WITNESS WHEREOF, the parties agree to the changes indicated herein:
FOR AND ON BEHALF OF
MARICOPA COUNTY
FOR AND ON BEHALF OF
Hologic Sales and Service, LLC
By:
By:
Chairman, Board of Supervisors
Hologic Sales and Service, LLC
Date
Date
ATTEST
Clerk of the Board
Date
APPROVED AS TO FORM
Attorney for Maricopa County
Date
Douglas Donovan, VP, US Sales, Diagnostic Solutions
10-30-2023
Hologic's signature is contingent upon Customer signing this
Agreement and returning to Hologic within thirty (30) days from
Hologic's signature date.
CONTRACT NO: C-86-21-003-X-01 (210007-SS) AMENDMENT NO: 1
Page 2 of 5
Exhibit A
Vendor Information and Pricing Sheet - Updated
Equipment Usage Attachment
General Terms:
1.
Equipment. In consideration of the Purchase Commitment, Hologic will provide Customer with the use of the Equipment
(“Equipment”) specified below for the Term, which shall include on-site installation and training by Hologic authorized
personnel. Hologic will retain title to the Equipment during the Term and may file a standard Uniform Commercial Code (“UCC”)
Form 1 to perfect its interest in the Equipment. Customer will notify Hologic immediately if any attachment, encumbrance, lien or
security interest is filed or claimed and will indemnify Hologic for any loss or damage, including reasonable attorneys’
fees. Customer shall remain responsible for the normal care and maintenance of the Equipment. Should Customer be in Material
Breach, Hologic may immediately require Customer to arrange the return of any Hologic-owned Equipment to Hologic.
2.
Costs for Equipment Usage; Customer Reporting Obligations. Payment for the Equipment usage and Product purchase
pursuant to this Attachment is set on a per-Product (or per-kit) basis. The Product prices quoted include remuneration for the
Equipment based upon Customer’s anticipated Product usage during the Term, such that the aggregate amounts paid by Customer
on a per-Product (or per-kit) basis will be an amount sufficient to pay Hologic for the usage value of the Equipment and the purchase
price of the Product over the Term. Payment for the use of the Equipment through the purchase of Products is provided at
Customer’s request. Customer is responsible for appropriately allocating a portion of the amount spent on Products to account for
the use of the Equipment for accounting and reporting (including Medicare cost reporting) purposes. More specifically, Customer
shall (i) properly report and appropriately reflect and allocate amounts paid under this Attachment, net of all discounts, as may be
required by law or contract, including in applicable Medicare and Medicaid cost reports, (ii) maintain sale invoices along with this
Attachment and other documentation provided by Hologic concerning this Attachment and Product pricing, and (iii) allow agents of
Medicare and Medicaid access to such documentation upon request.
3.
Order Management. Customer shall place all orders concerning this Attachment directly with Hologic, at 250 Campus
Drive, Marlborough, MA 01752. Orders may be placed by: Phone at 800-442-9892, Fax at 800-409-7591 or
at mailto:CustomerSupport@hologic.com.
4.
Tips. Specific TECAN and BioRear tips are the preferred tips that Hologic has validated for use on the Panther
system. Hologic does not support the use of validated tips on the Panther pursuant to the terms of the warranty for the
equipment. Please contact your local Hologic Account Executive for more details on BioRear tips. TECAN tips (Catalog No.
30180117) can be ordered directly from TECAN U.S. at 800-352-5128.
5.
Use Restrictions. Products are only intended for the uses listed in the applicable operator’s manual or instructions for use
and are subject to the specifications and requirements set forth therein. Customer assumes all risks associated with non-listed uses
of Products and/or use of Products which is inconsistent with the specifications and requirements applicable to such Products, and
Customer hereby indemnifies and holds Hologic harmless from any claim associated with any such uses. Customer is not licensed
to, and agrees not to: (a) resell any Product, unless otherwise authorized by Hologic in writing; (b) transfer, or distribute any Product,
directly or indirectly, to any third party for any purpose or use, except as otherwise approved by Hologic in writing; (c) use or allow
anyone to dilute any Product; or (d) reverse engineer, disassemble, or conduct unauthorized analysis of any Product and/or its
method of use.
6.
Purchase Commitment. The Customer agrees to pay to Hologic the total price per kit as indicated during the Term.
Customer agrees to purchase the quantity of kits or boxes as per Product as indicated below for each Product (the “Purchase
Commitment”), each year during the Term. The Parties agree that the Purchase Commitment represents the minimum quantity to be
purchased by Customer on an annual basis. All purchases made in a given annual period shall apply to the purchase commitment
for that annual period only and shall not be applied to any future Contract Year. Each twelve (12) month period beginning on the
Effective Date is a “Contract Year.” If Customer does not order and pay for the quantity listed for each Product (“Estimated Yearly
Quantity”) within any 12 month period (“Minimum Purchase Obligation”), then Hologic may require Customer to pay, at the end of
the 12 month period, the difference between the Minimum Purchase Obligation and the amount actually paid by Customer during
that period for the Product (“Minimum Purchase Obligation Payment”). Customer must make this Minimum Purchase Obligation
Payment within 30 days of the date of Hologic’s invoice. Also, Hologic may increase pricing by up to 5% for the rest of the Term for
any Product for which Customer does not meet the Minimum Purchase Obligation. Hologic’s use of the remedies in this section
does not preclude it from pursuing remedies stated elsewhere in the Agreement.
7.
Term Completion. At the end of the Term, Customer agrees to arrange the return of any Hologic-owned Equipment
promptly to Hologic, at Customer’s expense, unless otherwise agreed to in writing by Hologic.
CONTRACT NO: C-86-21-003-X-01 (210007-SS)
AMENDMENT NO: 1
Page 3 of 5
CT/NG
• Commitment Period: Annually
• Number of Committed Tests: 42,000
• Price Per Test: $7.25
Product Number
Product Description
Price/Kit
Included In
Commitment
Change Type
PRD-05576
APTIMA COMBO 2, 100- TEST, PANTHER -
UPDATED
$725.00
Yes
No Change
PRD-05571
APTIMA COMBO 2, 250- TEST, PANTHER -
UPDATED
$1,812.50
Yes
No Change
Collection Devices
• Commitment Period: Annually
• Number of Committed Tests: 42,000
• Price Per Test: $1.25
Product Number
Product Description
Price/Kit
Included In
Commitment
Change Type
PRD-03546
BOX OF SPECIMEN COLLECTION
KITS, MULTITEST SWAB (IVD)(50 PK)
$62.50
Yes
No Change
301040
KIT,APTIMA CMB2URINE SPEC COLL
$62.50
Yes
No Change
301041
KIT, UNISEX SPEC COLL, APTIMA
$62.50
Yes
No Change
Non-Committed
Product Number
Product Description
Price/Kit
Included In
Commitment
Change Type
MTL-02093
500/PK , PIPETTE, TRANS, DISPO, 5ML
$40.00
No
No Change
301154C
KIT, APTIMA LPT-IVD SALES BOM
$120.00
No
No Change
105575
APTIMA URINE COLLECTION TUBES
$120.00
No
No Change
PRD-03566
HIV VIRAL LOAD ASSAY CALIBRATOR,
APTIMA, US IVD
$0.00
No
No Change
PRD-03567
HIV VIRAL LOAD ASSAY CONTROLS,
APTIMA, US IVD
$0.00
No
No Change
FAB-18184
SPECIMEN ALIQUOT TUBE PACK
$0.00
No
No Change
MME-04128
1000-UL DISPOSABLE TIPS WITH FILTER
(CONDUCTIVE),9600 UNITS/CS
$814.24
No
No Change
CL0040
SPARE CAPS, TCR/SEL RGT (CL0038)
DIAGNOSTICS
$0.00
No
No Change
301110
APTIMA CNTRLS KIT (1 TRAY) IVD
$0.00
No
No Change
303096
RUN KIT, PANTHER
$0.00
No
No Change
501604
SPARE CAPS, PP, 60ML, TCR APTIMA 2X50
$0.00
No
No Change
303085
ADVANCED CLEANING SOLUTION
$0.00
No
No Change
CL0041
ARE CAPS, AMP/ PROBE RECONSTITUTION
SOLUTIONS (CL0045) DIAGNOSTICS
$0.00
No
No Change
105668
APTIMA PENETRABLE CAPS
$100.00
No
No Change
501616
SPARE CAPS, 30ML TUBE (501213)
DIAGNOSTICS
$0.00
No
No Change
CONTRACT NO: C-86-21-003-X-01 (210007-SS) AMENDMENT NO: 1
Page 4 of 5
Product Number
Product Description
Price/Kit
Included In
Commitment
Change Type
504415
CAP,TRANSPORT TUBE - 100CT PACK
$0.00
No
No Change
PRD-03503
SPECIMEN DILUENT KIT, VIRAL LOAD
ASSAYS, APTIMA, US IVD
$260.00
No
No Change
PRD-03654
SPECIMEN DILUENT WITH TUBES AND CAPS,
VIRAL LOAD
ASSAYS, APTIMA, US IVD
$300.00
No
No Change
PRD-03455
PANTHER RUN KIT FOR REAL TIME ASSAYS
$0.00
No
No Change
PRD-03706
HCV QUANT ASSAY CONTROLS,
APTIMA, US IVD
$0.00
No
No Change
PRD-03707
HCV QUANT ASSAY CALIBRATORS, APTIMA,
US IVD
$0.00
No
No Change
Cost-per-reportable (CPR) HIV
Product #
Description
Cost Per Reportable
PRD-03565-CPR
HIV VIRAL LOAD ASSAY, APTIMA,
100-TEST, US IVD, Cost Reportable
$45.00
Product #
Description
Cost Per Reportable
PRD-03705-CPR
HCV QUANT ASSAY, APTIMA, 100-
TEST, US IVD, Cost Reportable
$45.00
Viral Cost Per Reportable Pricing. Every six (6) months during the Term, Hologic shall provide Customer up to six (6) each of Cost-per-
reportable HIV and HCV kits listed above under the Viral Cost per Reportable (“Viral CPR”) program (the “Viral CPR Kit(s)”) at no charge.
Customer agrees to submit to Hologic the total number of reportable results obtained from the Viral CPR Kits for the prior month by the
10th of each month, and Hologic will invoice Customer for each reportable result submitted. Customer will submit the number of
reportable results using the form attached as Exhibit 1. Customer will fax completed forms to Hologic Customer Service at 1-800-409-
7591 or submit completed forms via email to CustomerSupport@hologic.com. Failure to submit completed forms by the 10th of each
month may result in the delay of future shipments of Viral CPR Kits to Customer. At the request of Hologic, Customer agrees to submit to
Hologic its monthly line-item log of results reported. Hologic reserves the right to perform a business review of the Viral CPR usage, test
volume and pricing at any time, and may (i) adjust pricing, test volume, and/or number of no charge Viral CPR Kits, or, (ii) discontinue
providing Viral CPR Kits to Customer and terminate the Viral CPR program, in each case upon thirty (30) days’ prior notice to Customer.
Hologic shall also retain the right to transition Customer to a cost per kit pricing model upon thirty (30) days’ prior notice to Customer,
provided consistent usage volume supports the transition. Any such adjustment and/or transition will be documented as a written
amendment to the Agreement. Customer acknowledges that future Software updates to the Panther System (“Panther”) may include
automated reporting features to facilitate Viral CPR program reporting. Customer agrees that it shall permit Hologic to install any such
Software update as a condition of continued participation in the Viral CPR program. Once such automated functionality has been
enabled, Hologic and Customer agree to use the automated Viral CPR program reporting features in lieu of the manual reporting process
contemplated above.
Equipment
Product #
Description
Unit Price
Existing
Contracted
Serial #
Quantity to Ship
303095
PANTHER INSTRUMENT
SYSTEM, DX
Included
1
0
CONTRACT NO: C-86-21-003-X-01 (210007-SS) AMENDMENT NO: 1
Page 5 of 5
Exhibit 1
Cost Per Reportable Submission Form
Customer Name
("CUSTOMER")
Customer Number
Purchase Order Number
MARICOPA COUNTY
PUBLIC HEALTH LAB
158889
Contact Name
Contact Phone Number
Contact Email
Jennifer Dybowski
602-506-6997
jennifer.dybowski@maricopa.gov
Bill To Address
Ship To Address
Hologic Representative
MARICOPA COUNTY
PUBLIC HEALTH LAB
1645 E ROOSEVELT
PHOENIX, AZ US 85006
MARICOPA COUNTY
PUBLIC HEALTH LAB
1645 E ROOSEVELT
PHOENIX, AZ US 85006
Steve Veit
480-243-0920
steve.veit@hologic.com
Cost per Reportable Pricing
Customer agrees to submit to Hologic the total number of reportable results for the prior month by the 10th of each month for the
CPR Kits, and Customer will be invoiced for the reportables submitted. Customer will submit the number of reportable results using
the form attached as Exhibit 1. This form will be faxed to Hologic Customer Service at 1-800-409-7591 or emailed to
CustomerSupport@hologic.com. Failure to submit this form by the 10th of each month may result in the delay of shipment of CPR
Kits to Customer.
Cost-per-reportable (CPR) HIV
CPR Part #
Description
Cost per Reportable
Monthly Reporting (Number of
Tests Reported)
PRD-03565-CPR
HIV VIRAL LOAD ASSAY, APTIMA,
100-TEST, US IVD, Cost Reportable
$45.00
Cost-per-reportable (CPR) HCV
CPR Part #
Description
Cost per Reportable
Monthly Reporting (Number of
Tests Reported)
PRD-03705-CPR
HCV QUANT ASSAY, APTIMA, 100-
TEST, US IVD, Cost Reportable
$45.00
Months Reported:
Date Submitted:
Purchase Order Number to reference, if needed:
Please submit this form by fax by the 10th of each month to Hologic's Customer Service 800-409-7591 or via email at
CustomerSupport@hologic.com.