UNIVERSITY OF CALIFORNIA, DAVIS, COMMODITY AGREEMENT
(Price Schedule - Not to be used in lieu of competition)
DATE: June 12, 2007
ITEM: Laboratory Services
AGREEMENT#: UCD0403859
SUPPLEMENT NO.: 4
EFFECTIVE DATES: 11/21/03 – 12/31/2008
VENDOR: Unilab Corporation, DBA
Quest Diagnostics
3714 Northgate Blvd.
Sacramento, CA 95834
PHONE#: 888-287-7369
FAX#: 916-863-2607
VENDOR CONTACT: Shelley Butler
INVOICE TERMS: Net 30
DELIVERY: As Required
MINIMUM ORDER: None
COMMODITY CODE(S): 08950
Supplement #4 is issued to extend this agreement for an additional year, through December 31, 2008. Vendor information, pricing, and terms and conditions remain the same. Furnish, as needed, Laboratory Services, to the University of California, Davis, various campus locations. This is a local campus blanket service agreement for use by various departments. There is no guarantee by the University to Unilab Corporation, DBA, Quest Diagnostics (Contractor) of particular volume usage.
1. SERVICES:
1.1. The Contractor will use its best efforts to complete all routine laboratory services
testing within twenty-four (24) hours from receipt of specimens.
1.2. The Contractor will provide the University, at no charge, a reasonable amount of
supplies for the collection and submission of specimens to the Contractor.
1.3. The Contractor will provide courier service on a daily basis (Monday through Friday)
to pick up specimens from and deliver reports to the client.
1.4. The Contractor will provide training to the University staff in the collection and
handling of specimens and Quest Diagnostics, Unilab pick up procedures.
1.5. The Contractor will administer a telephone referral service during non-business hours
to respond to inquires from the University.
1.6. The Contractor will, upon request of the University, perform repeat testing at no
charge on specimens initially sent to the Contractor, if the University suspects
or believes that a result is incompatible with a patient’s clinical condition, the
request is made within 5 days following the date of the original test, and analyze
stability and specimen volume permit.
1.7. The Contractor will supply data receiving equipment to the University, as long as
the number of test reports of account logistics justify the continued need for the
equipment, to assure the earliest delivery of result data and Saturday reporting.
There will be no additional charge for the use of the data receiving equipment. It
will be the Contractor’s responsibility to service and maintain said data receiving
equipment.
2. RESULTS AND RECORDS:
2.1. The Contractor will provide a written report to the University when any laboratory
service is ordered, which report will include results of the test, normal reference
ranges for the test, and comments deemed necessary by The Contractor.
2.2. The Contractor agrees to keep records in such form and for such duration as many
required by Federal and State statutes and regulations, and to supply such records
as may be necessary under Federal and State statutes and regulations. The records
maintained by the Contractor are and shall remain the property of the Contractor,
and shall not be removed or transferred from the Contractor’s possession, except in
accordance with the Contractor’s policies and procedures or pursuant to this Section 2.
2.3. The Contractor agrees to maintain the confidentiality of information contained in the
medical records of the University’s patients, and except for the dissemination of such
records to authorities as described in Section 2 above, not to disclose such information
without the written consent of the individual authorized to release such records. The
termination of the agreement shall have no effect on the obligation contained in this
Section.
2.4 The Contractor will until the expiration of four (4) years after the furnishing of
laboratory services pursuant to this agreement, upon written request, make available to
the Secretary of the Department of Health and Human Services, the Comptroller General,
or any of their duly authorized representatives, this agreement and any books, documents,
and records that are necessary to certify the nature and extent of the costs incurred by
the University under this agreement. This provision will apply if the amount paid under
this agreement exceeds $10,000 over a twelve (12) month period. The availability of the
Contractor’s books, documents and records will at all times be subject to such criteria
and procedures for seeking or obtaining access as may be promulgated by the Secretary of
HHS in regulations, and other applicable laws. The Contractor’s disclosure under this
provision will not be construed as a waiver of any legal rights to which The Contractor
or the University may be entitled under statute or regulation.
2.5. If the Contractor performs any of its duties pursuant to this agreement through a
subcontractor, with a value or cost of $10,000 or more over a twelve month period, then
the Contractor will include a provision in an agreement with the subcontractor substantially
similar to Section 2. Above.
3. LICENSURE
3.1. The Contractor will comply with the licensing and certification requirements under the
Clinical Laboratory Improvement Amendments of 1988, as amended, the Medicare and Medicaid
programs, and any applicable state statues and regulations.
4. COMPENSATION
4.1 The Contractor is to invoice each University department as requested by the department at the
time an order is placed. The fees are set forth in Attachment 1, and shall be subject to
change in accordance with the mutual agreement of the the Contractor and the University
during each renewal period of this agreement.
4.2. Payment terms are Net 30 upon receipt of the invoice.
5. TERM AND TERMINATION
5.1. The term of this agreement shall be November 20, 2003 through December 31, 2008.
5.2. Either party may terminate this agreement at any time, with or without cause, upon thirty days
prior written notice to the other party.
6. CERTIFICATE OF INSURANCE
Contractor shall defend, indemnify, and hold the University, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages that are caused by or result from the negligent or intentional acts or omissions of Contractor, its officers, agents, or employees. Contractor, at its sole cost and expense, shall insure its activities in connection with the work under this order and obtain, keep in force, and maintain insurance as follows:
A. Comprehensive or Commercial Form General Liability Insurance
(contractual liability included) with limits as follows:
Each Occurrence $ 1,000,000
Products/Completed Operations Aggregate $ 5,000,000
Personal and Advertising Injury$ 1,000,000
General Aggregate (Not applicable to the Comprehensive Form)$ 5,000,000
If the above insurance is written on a claims-made form, it shall
continue for three years following termination of this Agreement. The
insurance shall have a retroactive date of placement prior to or
coinciding with the effective date of this Agreement.
B. Business Automobile Liability Insurance for owned, scheduled, non
owned, or hired automobiles with a combined single limit not less than
$1,000,000 dollars ($ 300,000 )per occurrence. (REQUIRED ONLY IF Contractor
DRIVES ON UNIVERSITY PREMISES IN THE COURSE OF PERFORMING WORK FOR
UNIVERSITY.)
C. Workers' Compensation as required by California State law.
It is understood that the coverage and limits referred to under a., b., and c. above shall not in any way limit the liability of Contractor. Contractor shall furnish the University with certificates of insurance evidencing compliance with all requirements prior to commencing work under this Agreement. Such certificates shall:
(1) Provide for thirty (30)-days advance written notice to the
University of any modification, change, or cancellation of any of
the above insurance coverage.
(2) Indicate that The Regents of the University of California has
been endorsed as an additional insured for the coverage referred
to under a. and b. This provision shall only apply in proportion
to and to the extent of the negligent acts or omissions of Contractor,
its officers, agents, or employees.
(3) Include a provision that the coverage will be primary and
will not participate with nor be excess over any valid and
collectible insurance or program of self-insurance carried or
maintained by the University.
7. NOTICES
Any notices required to be given hereunder will be deemed to have been served properly, in personally delivered, delivered by a nationally recognized overnight delivery service, or mailed by certified or registered mail to the addresses below:
The Unilab Corporation, DBA University of CA, Davis
Quest Diagnostics Contracting Services
3714 Northgate Blvd 202 Cousteau Place, Suite 205
Sacramento, CA 95834 Davis, CA 95618-7761
Attn: Contract Department Attn: Sherry Mancilla
Notices given by certified or registered mail will be deemed to be given two (2) days after the date of mailing; all other notices shall be deemed to be given the date of actual receipt. 8. PROPERTY RIGHTS
All information developed by the Contractor pursuant to performance of services under this contract shall be the sole property of University without University’s payment of additional consideration, and shall be furnished to University on the earlier of either (l) completion or termination of this project, or (2) upon earlier termination of Contractor’s services under this contract.
9. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the Contractor and the University with respect to the subject matter hereof. No modification of the agreement will have any force or effect unless such modification is in writing and signed by both parties.
10. CONTRACTOR’S TAX ID NUMBER.
California Public Contract Code Section 10518 requires contractor (vendor) who enters into a contract with the University of California for $10,000 or more shall list their Taxpayer Identification Number (Federal Employer Identification Number or Social Security Number, if applicable) on each contract or PO. The number shall remain unchanged regardless of future name changes.
Pursuant to the Federal Privacy Act of 1974, and the California Information Practices Act of 1977 you are hereby notified that disclosure of your social security number and/or your Employer Identification Number is required pursuant to Sections 6109, 6011 and 6051 of Subtitle F of the Internal Revenue Code and pursuant to Regulation 4, Section 404, 1256, Code of Federal Regulations, under Section 218, Title II of the Social Security Act, as amended. The social security number is used to verify your identity. The principal uses of the number shall be to report payments and income taxes withheld to Federal and State governments.
TERMS AND CONDITIONS:
1. University of California standard purchase order terms and conditions, Attachment "A", attached,
apply to this order.
2. Invoices are to be rendered only after the items or services on this contract have been furnished.
Invoices must be itemized, all applicable discounts identified, and must reference purchase order
number.
3. Vendor shall provide all applicable rebates, credits, incentives earned, used, or on account.
Checks shall be made payable to "The Regents of the University of California", and mailed to the
University of California, Davis, One Shields Avenue, Cashier’s Office, Davis, CA 95616. Vendor
shall make reference to department name and list all rebates, credits, or incentives earned, used
or on account for the University of California, Davis. Statements shall include department name
and purchase order number, etc. Statements should be mailed to the University of California, Davis,
One Shields Avenue, Purchasing Department, Davis, CA 95616-8690.
4. This order shall be subject to the examination and audit by the California State Auditor for a period
of three years after final payment under this order. The examination and audit shall be confined to
those matters connected with the performance of the contract, including, but not limited to the costs
of administering the contract.
Departments are required to verify that the invoice matches the University agreement as to vendor, price, F.O.B., delivery and invoice terms. If verification is not possible, please contact Purchasing at 530-747-3873.
University Contact: Sherry MancillaPhone: 530-747-3873Fax: 530-757-8720Commodity Manager: Ken WoodardCampus: Davis
