CTR066489 FOR SIGNATURE TB CONTROL MARICOPA.PDF

INTERGOVERNMENTAL AGREEMENT 
(IGA) 
 
Contract No.  CTR066489 
ARIZONA DEPARTMENT OF 
HEALTH SERVICES 
150 North 18th Avenue, Suite 530 
Phoenix, Arizona 85007 
 
Procurement Officer 
Anthony Beckum 
 
Page 1 of 25 
Revised 3/24/2023 
Project Title:  Tuberculosis Control 
 
Geographic Service Area:  Maricopa County 
Begin Date: July 1, 2023 
 
Termination Date: June 30, 2028 
 
Arizona Department of Health Services has authority to contract for services specified herein in accordance with A.R.S. §§ 11-951, 11-952, 36-
104 and 36-132.  The Contractor represents that it has authority to contract for the performance of the services provided herein pursuant to:  
X 
  Counties: 
A.R.S. §§ 11-201, 11-951, 11-952 and 36-182. 
 
  Indian Tribes: A.R.S. §§ 11-951, 11-952 and the rules and sovereign authority of the contracting Indian 
Nation. 
 
  School Districts:   A.R.S. §§ 11-951, 11-952, and 15-342. 
 
  City of Phoenix:    Chapter II, §§ 1 & 2, Charter, City of Phoenix. 
 
Amendments signed by each of  the parties and attached hereto are hereby adopted by reference as a part of this Contract, from the effective 
date of the Amendment, as if fully set out herein.                              
 Arizona Transaction (Sales) Privilege:  
 
 
 
Federal Employer Identification No.: 
 
 
 
 
Tax License No.: 
 
 
 
Contractor Name:  Maricopa County Department of Public Health 
 
 
Address:  4041 N. Central Ave., Suite 1400 
Phoenix, AZ 85012 
 
FOR CLARIFICATION, CONTACT: 
 
Name:    
 
Phone:   
 
FAX No:  
 
E-mail:    
 
CONTRACTOR SIGNATURE: 
The Contractor agrees to perform all the services set forth in the 
Agreement and Work Statement.   
 
 
 
This Contract shall henceforth be referred to as Contract  
 
No.          CTR066489       The Contractor is hereby cautioned not to commence 
any billable work or provide any material, service or construction under this 
Contract until Contractor receives a fully executed copy of the Contract. 
 
 
 
Signature of Person Authorized to Sign               Date    
 
 
 
State of Arizona 
Signed this  
 day of   
 
, 202_                              
 
 
 
Print Name and Title 
Procurement Officer 
 
CONTRACTOR ATTORNEY SIGNATURE: 
Pursuant to A.R.S. § 11-952, the undersigned Contractor’s 
Attorney has determined that this Intergovernmental Agreement is 
in proper form and is within the powers and authority granted under 
the laws of Arizona.  
 
 
 
Contract, No. CTR066489, is an Agreement between public agencies, has been 
reviewed pursuant to A.R.S. § 11-952 by the undersigned Assistant Attorney 
General, who has determined that it is in the proper form and is within the powers 
granted under the laws of the State of Arizona to those parties to the Agreement 
represented by the Attorney General. 
The Attorney General, BY: 
 
 
 
 
Signature 
                                                                      Date 
 
Assistant Attorney General:   
Signature of Person Authorized to Sign               Date    
 
 
 
 
Print Name and Title

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 2 of 25 
Revised 3/24/2023 
1. 
Definition of Terms.  As used in this Contract, the terms listed below are defined as follows: 
 
As used in this Contract, the terms listed below are defined as follows: 
 
1.1 
“Attachment” means any item in the Contract which requires the Contractor to submit as part of the Offer. 
 
1.2 
“Contract” means the combination of the Contract documents, including the Terms and Conditions, and the 
Specifications and Statement or Scope of Work; and any Contract Amendments. 
 
1.3 
"Contract Amendment" means a written document signed by the Procurement Officer that is issued for the 
purpose of making changes in the Contract. 
 
1.4 
“Contractor” means any person who has a Contract with the State. 
 
1.5 
“Data” means recorded information, regardless of form or the media on which it may be recorded. The term 
may include technical data and computer software. The term does not include information incidental to 
contract administration, such as financial, administrative, cost or pricing, or management information. 
 
1.6 
“Days” means calendar days unless otherwise specified. 
 
1.7 
“Exhibit” means any item labeled as an Exhibit in the Contract generally containing maps, schematics, 
examples of reports, or other documents that will be used to perform the requirements of the Scope of 
Work after contract award. 
 
1.8 
“Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more 
than nominal value, present or promised, unless consideration of substantially equal or greater value is 
received. 
 
1.9 
“Materials” means all property, including equipment, supplies, printing, insurance and leases of property but 
does not include land, a permanent interest in land or real property or leasing space. 
 
1.10 “Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter into 
and administer Contracts and make written determinations with respect to the Contract. 
 
1.11 “Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor which does not 
involve the delivery of a specific end product other than required reports and performance, but does not 
include employment agreements or collective bargaining agreements. 
 
1.12 “State” means any department, commission, council, board, bureau, committee, institution, agency, 
government corporation or other establishment or official of the executive branch or corporation commission 
of the State of Arizona that executes the Contract. 
 
1.13 “State Fiscal Year” means the period beginning with July 1 and ending June 30. 
 
1.14 “Subcontract” means any Contract, express or implied, between the Contractor and another party or 
between a Subcontractor and another party delegating or assigning, in whole or in part, the making or 
furnishing of any Materials or any Services required for the performance of the Contract. 
 
1.15 “Subcontractor” means a person who contracts to perform work or render Services to a Contractor or to 
another Subcontractor as a part of a Contract with the State.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 3 of 25 
Revised 3/24/2023 
2. 
Contract Type. 
 
This Contract shall be:  
 
 
 
X 
   Cost Reimbursement 
 
3. 
Contract Interpretation 
 
3.1. 
Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform 
Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona 
Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code 
(A.A.C.) Title 2, Chapter 7. 
 
3.2. 
Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are 
a part of this Contract as if fully stated in it. 
 
3.3. 
Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by 
the State and as they may be amended, the following shall prevail in the order set forth below: 
 
3.3.1. 
Terms and Conditions 
 
3.3.2. 
Statement or Scope of Work; 
 
3.3.3. 
Specifications; 
 
3.3.4. 
Attachments; 
 
3.3.5. 
Exhibits; then 
 
3.3.6. 
Any other documents referenced or included in the Contract including, but not limited to, any 
documents that do not fall into one (1) of the above categories. 
 
3.4. 
Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party 
to this Contract shall be deemed to be the employee or agent of the other party to the Contract. 
 
3.5. 
Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or 
invalid shall not affect any other term or condition of the Contract. 
 
3.6. 
No Parol Evidence. This Contract is intended by the parties as a final and complete expression of their 
agreement. No course of prior dealings between the parties and no usage of the trade shall supplement 
or explain any terms used in this document and no other understanding either oral or in writing shall be 
binding. 
 
3.7. 
No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract 
shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the 
nonconforming performance knows of the nature of the performance and fails to object to it. 
 
4. 
Contract Administration and Operation 
 
4.1. 
Term.  As indicated on the signature page of the Contract, the Contract shall be effective as of the Begin 
Date and shall remain effective until the Termination Date.  
 
4.2. 
Contract Renewal.  This Contract shall not bind, nor purport to bind, the State for any contractual 
commitment in excess of the original Contract period.  The term of the Contract shall not exceed five (5) 
years.  However, if the original Contract period is for less than five (5) years, the State shall have the 
right, at its sole option, to renew the Contract, so long as the original Contract period together with the

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 4 of 25 
Revised 3/24/2023 
renewal periods does not exceed five (5) years.  If the State exercises such rights, all terms, conditions 
and provisions of the original Contract shall remain the same and apply during the renewal period with 
the exception of price and Scope of Work, which may be renegotiated.   
 
4.3. 
New Budget Term.   If a budget term has been completed in a multi-term Contract, the parties may agree 
to change the amount and type of funding to accommodate new circumstances in the next budget term. 
Any increase or decrease in funding at the time of the new budget term shall coincide with a change in 
the Scope of Work or change in cost of services as approved by the Arizona Department of Health 
Services. 
 
4.4. 
Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require 
each Subcontractor to retain any and all Data and other “records” relating to the acquisition and 
performance of the Contract for a period of five (5) years after the completion of the Contract. All records 
shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor 
shall produce a legible copy of any or all such records. 
 
4.5. 
Non-Discrimination. The Contractor shall comply with State Executive Order Nos. 2023-09, 2023-01, 
2009-09, and any and all other applicable Federal and State laws, rules and regulations, including the 
Americans with Disabilities Act. Contractor shall include these provisions in contracts with 
Subcontractors when required by Federal or State law. 
 
4.6. 
Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five (5) years 
thereafter, the Contractor’s or any Subcontractor’s books and records shall be subject to audit by the 
State and, where applicable, the Federal Government, to the extent that the books and records relate 
to the performance of the Contract or Subcontract. 
 
4.7. 
Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, 
Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection 
of the facilities or Materials covered under this Contract as required under A.R.S. § 41-2547. The State 
shall also have the right to test, at its own cost, the Materials to be supplied under this Contract. Neither 
inspection of the Contractor’s facilities nor Materials testing shall constitute final acceptance of the 
Materials or Services. If the State determines non-compliance of the Materials, the Contractor shall be 
responsible for the payment of all costs incurred by the State for testing and inspection. 
 
4.8. 
Notices. Notices to the Contractor required by this Contract shall be made by the State to the person 
indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the 
Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation 
Contact Person indicated on the Solicitation, stated in the Contract, or listed on the State’s eProcurement 
system. An authorized Procurement Officer and an authorized Contractor representative may change 
their respective person to whom notice shall be given by written notice to the other and an amendment 
to the Contract shall not be necessary. 
 
4.9. 
Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote 
information for commercial benefit concerning this Contract without the prior written approval of the 
Procurement Officer. 
 
4.10. 
Continuous Improvement. Contractor shall recommend continuous improvements on an on-going basis 
in relation to any Materials and Services offered under the Contract, with a view to reducing State costs 
and improving the quality and efficiency of the provision of Materials or Services. State may require 
Contractor to engage in continuous improvements throughout the term of the Contract. 
 
4.11. 
Other Contractors. State may undertake on its own or award other contracts to the same or other 
suppliers for additional or related work. In such cases, the Contractor shall cooperate fully with State 
employees and such other suppliers and carefully coordinate, fit, connect, accommodate, adjust, or 
sequence its work to the related work by others. Where the Contract requires handing-off Contractor’s 
work to others, Contractor shall cooperate as State instructs regarding the necessary transfer of its work

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 5 of 25 
Revised 3/24/2023 
product, Materials, Services, or records to State or the other suppliers. Contractor shall not commit or 
permit any act that interferes with the State’s or other suppliers’ performance of their work, provided that, 
State shall enforce the foregoing section equitably among all its suppliers so as not impose an 
unreasonable burden on any of them. 
 
4.12. 
Ownership of Intellectual Property 
 
4.12.1. 
Rights In Work Product. All intellectual property originated or prepared by Contractor pursuant 
to the Contract, including but not limited to, inventions, discoveries, intellectual copyrights, 
trademarks, trade names, trade secrets, technical communications, records reports, computer 
programs and other documentation or improvements thereto, including Contractor’s 
administrative communications and records relating to the Contract, are considered work 
product and Contractor’s property, provided that, State has Government Purpose Rights to 
that work product as and when it was delivered to State. 
 
4.12.2. 
“Government Purpose Rights” are: 
 
4.12.2.1. 
the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide right 
to use, modify, reproduce, release, perform, display, sublicense, disclose and 
create derivatives from that work product without restriction for any activity in 
which State is a party; 
 
4.12.2.2. 
the right to release or disclose that work product to third parties for any State 
government purpose; and 
 
4.12.2.3. 
the right to authorize those to whom it rightfully releases or discloses that work 
product to use, modify, release, create derivative works from the work product 
for any State government purpose; such recipients being understood to include 
the federal government, the governments of other states, and various local 
governments. 
 
4.12.3. 
“Government Purpose Rights” do not include any right to use, modify, reproduce, perform, 
release, display, create derivative works from or disclose that work product for any 
commercial purpose, or to authorize others to do so. 
 
4.12.4. 
Joint Developments. The Contractor and State may each use equally any ideas, concepts, 
know-how, or techniques developed jointly during the course of the Contract, and may do so 
at their respective discretion, without obligation of notice or accounting to the other party. 
 
4.12.5. 
Pre-existing Material. All pre-existing software and other Materials developed or otherwise 
obtained by or for Contractor or its affiliates independently of the Contract or applicable 
Purchase Orders are not part of the work product to which rights are granted State under 
subparagraph 3.9.1 above, and will remain the exclusive property of Contractor, provided 
that: 
 
4.12.5.1. 
any derivative works of such pre-existing Materials or elements thereof that are 
created pursuant to the Contract are part of that work product; 
 
4.12.5.2. 
any elements of derivative work of such pre-existing Materials that was not 
created pursuant to the Contract are not part of that work product; and 
 
4.12.5.3. 
except as expressly stated otherwise, nothing in the Contract is to be construed 
to interfere or diminish Contractor’s or its affiliates’ ownership of such pre-
existing Materials.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 6 of 25 
Revised 3/24/2023 
4.12.6. 
Developments Outside of Contract. Unless expressly stated otherwise in the Contract, this 
Section does not preclude Contractor from developing competing Materials outside the 
Contract, irrespective of any similarity to Materials delivered or to be delivered to State 
hereunder. 
 
4.13. 
Property of the State. If there are any materials that are not covered by Section 4.12.6 above created 
under this Contract, including but not limited to, reports and other deliverables, these materials are the 
sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and 
may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these 
materials without the prior written consent of the State. 
 
4.14. 
Federal Immigration and Nationality Act. Contractor shall comply with all federal, state and local 
immigration laws and regulations relating to the immigration status of their employees during the term of 
the contract. Further, Contractor shall flow down this requirement to all Subcontractors utilized during 
the term of the contract. The State shall retain the right to perform random audits of Contractor and 
Subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should 
the State determine that the Contractor or any Subcontractors be found noncompliant, the State may 
pursue all remedies allowed by law, including, but not limited to: suspension of work, termination of the 
contract for default and suspension or debarment of the contractor. 
 
4.15. 
E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all 
Federal immigration laws and regulations relating to employees and warrants its compliance with Section 
A.R.S. § 23- 214, Subsection A. 
 
4.16. 
Offshore Performance of Work involving Data is Prohibited. Any Services that are described in the 
specifications or scope of work that directly serve the State of Arizona or its clients and involve access 
to Data shall be performed within the defined territories of the United States. 
 
4.17. 
Certifications Required by State Law. 
 
4.17.1. 
If Contractor is a Company as defined in A.R.S. § 35-393, Contractor certifies that it is 
not currently engaged in a boycott of Israel as described in A.R.S. §§ 35-393 et seq. and 
will refrain from any such boycott for the duration of this Contract. 
 
4.17.2. 
Contractor further certifies that it shall comply with A.R.S. § 35-394, regarding use of the 
forced labor of ethnic Uyghurs, as applicable. 
 
4.18. 
Protection of State Cybersecurity Interests. The Contractor shall comply with State Executive Order No. 
2023-10, which includes, but is not limited to, a prohibition against (a) downloading and installing of 
TikTok on all State-owned and State-leased information technology; and (b) accessing TikTok through 
State information technology. 
    
5. 
Costs and Payments 
 
5.1. 
Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon 
receipt and acceptance of Materials or Services, the Contractor shall submit a complete and accurate 
invoice for payment from the State within thirty (30) days. 
 
5.2. 
Delivery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319, all prices shall be F.O.B. (“free 
on board”) Destination and shall include all freight delivery and unloading at the destination. 
 
5.3. 
Firm, Fixed Price. Unless stated otherwise in the Special Terms and Conditions of the Contract, all prices 
shall be firm-fixed-prices.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 7 of 25 
Revised 3/24/2023 
5.4. 
Applicable Taxes 
 
5.4.1. 
Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes. 
 
5.4.2. 
State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable 
state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and 
are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does 
not relieve the seller from its obligation to remit taxes. 
 
5.4.3. 
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 the State 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. 
 
5.4.4. 
IRS W9 Form. In order to receive payment the Contractor shall have a current 
I.R.S. W9 Form on file with the State of Arizona, unless not required by law. 
 
5.5. 
Availability of Funds for the Next State Fiscal Year. Funds may not presently be available for performance 
under this Contract beyond the current State Fiscal Year. No legal liability on the part of the State for 
any payment may arise under this Contract beyond the current State Fiscal Year until funds are made 
available for performance of this Contract. 
 
5.6. 
Availability of Funds for the Current State Fiscal Year. Should the State Legislature enter back into 
session and reduce the appropriations or for any reason and these Materials or Services are not funded, 
the State may take any of the following actions: 
 
5.6.1. 
Accept a decrease in price offered by the Contractor; 
 
5.6.2. 
Cancel the Contract; or 
 
5.6.3. 
Cancel the Contract and re-solicit the requirements. 
 
6. 
Contract Changes 
 
6.1. 
Amendments. This Contract is issued under the authority of the Procurement Officer who signed this 
Contract. The Contract may be modified only through a Contract Amendment within the scope of the 
Contract. Changes to the Contract, including the addition of Services or Materials, the revision of 
payment terms, or the substitution of Services or Materials, directed by a person who is not specifically 
authorized by the Procurement Officer in writing or made unilaterally by the Contractor are violations of 
the Contract and of applicable law. Such changes, including unauthorized written Contract Amendments 
shall be void and without effect, and the Contractor shall not be entitled to any claim under this Contract 
based on those changes. 
 
6.2. 
Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the 
performance of this Contract without the advance written approval of the Procurement Officer as 
described in Arizona State Procurement Office Standard Procedure 002. The Contractor shall clearly list 
any proposed Subcontractors and the Subcontractor’s proposed responsibilities. The Subcontract shall 
incorporate by reference the terms and conditions of this Contract. 
 
6.3. 
Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty under this 
Contract without the prior written approval of the Procurement Officer. The State shall not unreasonably 
withhold approval.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 8 of 25 
Revised 3/24/2023 
7. 
Risk and Liability 
 
7.1. 
Risk of Loss. The Contractor shall bear all loss of conforming Materials covered under this Contract until 
received by authorized personnel at the location designated in the purchase order or Contract. Mere 
receipt does not constitute final acceptance. The risk of loss for nonconforming Materials shall remain 
with the Contractor regardless of receipt. 
 
7.2. 
Indemnification 
 
7.2.1. 
Contractor/Vendor Indemnification (Not Public Agency).To the fullest extent permitted by law, 
Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its 
departments, agencies, boards, commissions, universities, officers, officials, agents, and 
employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, 
actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and 
costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for 
bodily injury or personal injury (including death), or loss or damage to tangible or intangible 
property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or 
omissions of Contractor or any of its owners, officers, directors, agents, employees or 
Subcontractors. This indemnity includes any claim or amount arising out of, or recovered 
under, the Workers’ Compensation Law or arising out of the failure of such Contractor to 
conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. 
It is the specific intention of the parties that the Indemnitee shall, in all instances, except for 
Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be 
indemnified by Contractor from and against any and all claims. It is agreed that Contractor will 
be responsible for primary loss investigation, defense, and judgment costs where this 
indemnification is applicable. In consideration of the award of this contract, the Contractor 
agrees to waive all rights of subrogation Insurance and Indemnification Guidelines for State 
of Arizona Contracts Professional Service Contracts against the State of Arizona, its officers, 
officials, agents, and employees for losses arising from the work performed by the Contractor 
for the State of Arizona. This indemnity shall not apply if the Contractor or Subcontractor(s) 
is/are an agency, board, commission or university of the State of Arizona. 
 
7.2.2. 
Public Agency Language Only. Each party (as 'indemnitor') agrees to indemnify, defend, and 
hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, 
liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively 
referred to as 'claims') arising out of bodily injury of any person (including death) or property 
damage but only to the extent that such claims which result in vicarious/derivative liability to 
the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the 
indemnitor, its officers, officials, agents, employees, or volunteers. 
 
7.3. 
Indemnification - Patent and Copyright. The Contractor shall indemnify and hold harmless the State 
against any liability, including costs and expenses, for infringement of any patent, trademark or copyright 
arising out of Contract performance or use by the State of Materials furnished or work performed under 
this Contract. The State shall reasonably notify the Contractor of any claim for which it may be liable 
under this paragraph. If the Contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this 
paragraph shall not apply. 
 
7.4. 
Force Majeure. 
 
7.4.1. 
Except for payment of sums due, neither the Contractor nor State shall be liable to the other 
nor deemed in default under this Contract if and to the extent that such party’s performance of 
this Contract is prevented by reason of force majeure. The term “force majeure” means an 
occurrence that is beyond the control of the party affected and occurs without its fault or 
negligence. Without limiting the foregoing, force majeure includes: acts of God, acts of the 
public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood, 
lockouts, injunctions-intervention-acts, failures or refusals to act by government authority, and

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 9 of 25 
Revised 3/24/2023 
other similar occurrences beyond the control of the party declaring force majeure which such 
party is unable to prevent by exercising reasonable diligence. 
 
7.4.2. 
Force Majeure shall not include the following occurrences: 
 
7.4.2.1. 
Late delivery of equipment, Materials, or Services caused by congestion at a 
manufacturer’s plant or elsewhere, or an oversold condition of the market; 
 
7.4.2.2. 
Late performance by a Subcontractor unless the delay arises out of a force 
majeure occurrence in accordance with this force majeure term and condition; 
or 
 
7.4.2.3. 
Inability of either the Contractor or any Subcontractor to acquire or maintain any 
required insurance, bonds, licenses or permits. 
 
7.4.3. 
If either the Contractor or State is delayed at any time in the progress of the work by force 
majeure, the delayed party shall notify the other party in writing of such delay, as soon as is 
practicable and no later than the following working day, of the commencement thereof and 
shall specify the causes of such delay in such notice. Such notice shall be delivered or mailed 
certified-return receipt and shall make a specific reference to this article, thereby 
invoking its provisions. The delayed party shall cause such delay to cease as soon as 
practicable and shall notify the other party in writing when it has done so. The time of 
completion shall be extended by Contract Amendment for a period of time equal to the time 
that results or effects of such delay prevent the delayed party from performing in accordance 
with this Contract. 
 
7.4.4. 
Any delay or failure in performance by either party hereto shall not constitute default hereunder 
or give rise to any claim for damages or loss of anticipated profits if, and to the extent that such 
delay or failure is caused by force majeure. 
 
7.5. 
Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges resulting 
from antitrust violations to the extent that those violations concern Materials or Services supplied by third 
parties to the Contractor, toward fulfillment of this Contract. 
 
8. 
Warranties 
 
8.1. 
Liens. The Contractor warrants that the Materials supplied under this Contract are free of liens and shall 
remain free of liens. 
 
8.2. 
Quality. Unless otherwise modified elsewhere in the Terms and Conditions, the Contractor warrants that, 
for one (1) year after acceptance by the State of the Materials, they shall be: 
 
8.2.1. 
Of a quality to pass without objection in the trade under the Contract description; 
 
8.2.2. 
Fit for the intended purposes for which the Materials are used; 
 
8.2.3. 
Within the variations permitted by the Contract and are of even kind, quantity, and quality 
within each unit and among all units; 
 
8.2.4. 
Adequately contained, packaged, and marked as the Contract may require; and 
 
8.2.5. 
Conform to the written promises or affirmations of fact made by the Contractor.

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INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 10 of 25 
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8.3. 
Conformity to Requirements. 
 
8.3.1. 
Contractor warrants that, unless expressly provided otherwise elsewhere in the Contract, the 
Materials and Services will for one (1) year after acceptance and in each instance: 
 
8.3.1.1. 
Conform to the requirements of the Contract, which by way of reminder include 
without limitation all descriptions, specifications, and drawings identified in the 
Scope of Work and any and all Contractor affirmations included as part of the 
Contract; 
 
8.3.1.2. 
Be free from defects of material and workmanship; 
 
8.3.1.3. 
Conform to or perform in a manner consistent with current industry standards; 
and 
 
8.3.1.4. 
Be fit for the intended purpose or use described in the Contract. 
 
8.3.2. 
Mere delivery or performance does not substitute for express acceptance by the State. Where 
inspection, testing, or other acceptance assessment of Materials or Services cannot be done 
until after installation or invoicing, the forgoing warranty will not begin until State’s explicit 
acceptance of the Materials or Services. 
 
8.4. 
Inspection/Testing. The warranties set forth in this Section 8 [Warranties] are not affected by inspection 
or testing of or payment for the Materials or Services by the State. 
 
8.5. 
Contractor Personnel. Contractor warrants that its personnel will perform their duties under the Contract 
in a professional manner, applying the requisite skills and knowledge, consistent with industry standards, 
and in accordance with the requirements of the Contract. Contractor further warrants that its key 
personnel will maintain any and all certifications relevant to their work, and Contractor shall provide 
individual evidence of certification to State’s authorized representatives upon request. 
 
8.6. 
Compliance With Applicable Laws. The Materials and Services supplied under this Contract shall comply 
with all applicable federal, state, and local laws and policies (including, but not limited to, information 
technology policies, standards, and procedures available on the State’s website and/or the website of 
any department, commission, council, board, bureau, committee, institution, agency, government 
corporation or other establishment or official of the executive branch or corporation commission of the 
State of Arizona). Federal requirements may be incorporated into this Contract, if required, pursuant to 
A.R.S. § 41-2637. Contractor shall maintain any and all applicable license and permit requirements. This 
requirement includes, but is not limited to, any and all Arizona state statutes that impact state contracts, 
regardless of whether those statutory references have been removed during the course of contract 
negotiations; this is notice to Contractors that the State does not have the authority to modify Arizona 
state law by contract. 
 
8.7. 
Intellectual Property. Contractor warrants that the Materials and Services do not and will not infringe or 
violate any patent, trademark, copyright, trade secret, or other intellectual property rights or laws, except 
only to the extent the Specifications do not permit use of any other product and Contractor is not and 
cannot reasonably be expected to be aware of the infringement or violation. 
 
8.8. 
Licenses and Permits. Contractor warrants that it will maintain all licenses required to fully perform its 
duties under the Contract and all required permits valid and in force. 
 
8.9. 
Operational Continuity. Contractor warrants that it will perform without relief notwithstanding being sold 
or acquired; no such event will operate to mitigate or alter any of Contractor’s duties hereunder 
absent a consented delegation under paragraph 6.3 [Assignment and Delegation] that expressly 
recognizes the event.

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INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
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Page 11 of 25 
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8.10. 
Performance in Public Health Emergency. Contractor warrants that it will: 
 
8.10.1. 
Have in effect, promptly after commencement, a plan for continuing performance in the 
event of a declared public health emergency that addresses, at a minimum: 
 
8.10.1.1. 
Identification of response personnel by name; 
 
8.10.1.2. 
Key succession and performance responses in the event of sudden and 
significant decrease in workforce; and 
 
8.10.1.3. 
Alternative avenues to keep sufficient product on hand or in the supply chain. 
 
8.10.2. 
Provide a copy of its current plan to State within three (3) business days after State’s written 
request. If Contractor claims relief under paragraph 7.4 [Force Majeure] for an occurrence 
of force majeure that is a declared public health emergency, then that relief will be 
conditioned on Contractor having first implemented its plan and exhausted all reasonable 
opportunity for that plan implementation to overcome the effects of that occurrence, or 
mitigate those effects to the extent that overcoming entirely is not practicable. 
 
8.10.3. 
A request from the State related to this paragraph 8.10 does not necessarily indicate that 
there has been an occurrence of force majeure, and the Contractor will not be entitled to 
any additional compensation or extension of time by virtue of having to implement a plan. 
 
8.10.4. 
Failure to have or implement an appropriate plan will be a material breach of contract. 
 
8.11. 
Lobbying 
 
8.11.1. 
Prohibition. Contractor warrants that it will not engage in lobbying activities, as defined in 
40 Code of Federal Regulations (CFR) part 34 and A.R.S. § 41-1231, et seq., using monies 
awarded under the Contract, provided that, the foregoing does not intend to constrain 
Contractor's use of its own monies or property, including without limitation any net proceeds 
duly realized under the Contract or any value thereafter derived from those proceeds; and 
upon award of the Contract, it will disclose all lobbying activities to State to the extent they 
are an actual or potential conflict of interest or where such activities could create an 
appearance of impropriety. Contractor shall implement and maintain adequate controls to 
assure compliance with above. Contractor shall obtain an equivalent warranty from all 
Subcontractors and shall include an equivalent no-lobbying provision in all Subcontracts. 
 
8.11.2. 
Exception. This paragraph 8.11 does not apply to the extent that the Services are defined 
in the Contract as being lobbying for State’s benefit or on State’s behalf. 
 
8.12. 
Covered Telecommunications or Services. Contractor warrants that the Materials and Services rendered 
under this Agreement will not require Contractor to use for the State, or provide to the State to use, 
"covered telecommunications equipment or Services" as a substantial or essential component of any 
system, or as critical technology as part of any system, within the meaning of Federal Acquisition 
Regulation (“FAR”) Section 52.204-25. 
 
8.13. 
Debarment, Suspension, U.S. Government Restricted Party Lists. Contractor warrants that it is not, and 
its Subcontractors are not, on the U.S. government’s Denied Parties List, the Unverified List, the Entities 
List, the Specially Designated Nationals and Blocked Parties List, and neither the Contractor nor any 
Subcontractors are presently debarred, suspended, proposed for debarment or otherwise declared 
ineligible for award of federal contracts or participation in federal assistance programs or activities. 
 
8.14. 
False Statements. Contractor represents and warrants that all statements and information Contractor 
prepared and submitted in response to the Solicitation or as part of the Contract documents are current, 
complete, true, and accurate. If the Procurement Officer determines that Contractor submitted an Offer

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 12 of 25 
Revised 3/24/2023 
or Bid with a false statement, or makes material misrepresentations during the performance of the 
Contract, the Procurement Officer may determine that Contractor has materially breached the Contract 
and may void the submitted Offer or Bid and any resulting Contract. 
 
8.15. 
Survival of Rights and Obligations after Contract Expiration or Termination. 
 
8.15.1. 
Survival of Warranty. All representations and warranties made by Contractor under the 
Contract will survive the expiration or earlier termination of the Contract. 
 
8.15.2. 
Contractor's Representations and Warranties. All representations and warranties made by 
the Contractor under this Contract shall survive the expiration or termination hereof. In 
addition, the parties hereto acknowledge that pursuant to A.R.S. § 12-510, except as 
provided in A.R.S. § 12- 529, the State is not subject to or barred by any limitations of actions 
prescribed in A.R.S., Title 12, Chapter 5. 
 
8.15.3. 
Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the 
Contract, fully perform and shall be obligated to comply with all purchase orders received by 
the Contractor prior to the expiration or termination hereof, unless otherwise directed in 
writing by the Procurement Officer, including, without limitation, all purchase orders received 
prior to but not fully performed and satisfied at the expiration or termination of this Contract. 
 
9. 
State's Contractual Remedies 
 
9.1. 
Right to Assurance. If the State in good faith has reason to believe that the Contractor does not intend 
to, or is unable to perform or continue performing under this Contract, the Procurement Officer may 
demand in writing that the Contractor give a written assurance of intent to perform. Failure by the 
Contractor to provide written assurance within the number of Days specified in the demand may, at the 
State’s option, be the basis for terminating the Contract under the Uniform Terms and Conditions or 
other rights and remedies available by law or provided by the contract. 
 
9.2. 
Stop Work Order. 
 
9.2.1. 
The State 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 period(s) of days indicated by the State 
after the order is delivered to the Contractor. 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. 
 
9.2.2. 
If a stop work order issued under this clause is canceled or the period of the order or any 
extension expires, the Contractor shall resume work. The Procurement Officer shall make an 
equitable adjustment in the delivery schedule or Contract price, or both, and the Contract shall 
be amended in writing accordingly. 
 
9.3. 
Non-exclusive Remedies. The rights and the remedies of the State under this Contract are not exclusive. 
 
9.4. 
Nonconforming Tender. Materials or Services supplied under this Contract shall fully comply with the 
Contract. The delivery of Materials or Services or a portion of the Materials or Services that do not fully 
comply constitutes a breach of contract. On delivery of nonconforming Materials or Services, the State 
may terminate the Contract for default under applicable termination clauses in the Contract, exercise 
any of its rights and remedies under the Uniform Commercial Code, or pursue any other right or remedy 
available to it.

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INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 13 of 25 
Revised 3/24/2023 
9.5. 
Right of Offset. The State shall be entitled to offset against any sums due the Contractor, any expenses 
or costs incurred by the State, or damages assessed by the State concerning the Contractor’s non-
conforming performance or failure to perform the Contract, including expenses, costs and damages 
described in the Uniform Terms and Conditions. 
 
10. 
Contract Termination 
 
10.1. 
Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel this Contract 
within three (3) years after Contract execution without penalty or further obligation if any person 
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the 
State is or becomes at any time while the Contract or an extension of the Contract is in effect an 
employee of or a consultant to any other party to this Contract with respect to the subject matter of the 
Contract. The cancellation shall be effective when the Contractor receives written notice of the 
cancellation unless the notice specifies a later time. If the Contractor is a political subdivision of the 
State, it may also cancel this Contract as provided in A.R.S. § 38-511. 
 
10.2. 
Gratuities. The State may, by written notice, terminate this Contract, in whole or in part, if the State 
determines that employment or a Gratuity was offered or made by the Contractor or a representative of 
the Contractor to any officer or employee of the State with the purpose of influencing the outcome of the 
procurement or securing the Contract, an amendment to the Contract, or favorable treatment concerning 
the Contract, including the making of any determination or decision about contract performance. The 
State, in addition to any other rights or remedies, shall be entitled to recover exemplary damages in the 
amount of three (3) times the value of the Gratuity offered by the Contractor. 
 
10.3. 
Suspension or Debarment. The State may, by written notice to the Contractor, immediately terminate 
this Contract if the State determines that the Contractor has been debarred, suspended or otherwise 
lawfully prohibited from participating in any public procurement activity, including but not limited to, being 
disapproved as a Subcontractor of any public procurement unit or other governmental body. Submittal 
of an offer or execution of a contract shall attest that the Contractor is not currently suspended or 
debarred. If the Contractor becomes suspended or debarred, the Contractor shall immediately notify the 
State. 
 
10.4. 
Termination for Convenience. The State reserves the right to terminate the Contract, in whole or in part 
at any time when in the best interest of the State, without penalty or recourse. Upon receipt of the written 
notice, the Contractor shall stop all work, as directed in the notice, notify all Subcontractors of the 
effective date of the termination and minimize all further costs to the State. In the event of termination 
under this paragraph, all documents, Data and reports prepared by the Contractor under the Contract 
shall become the property of and be delivered to the State upon demand. The Contractor shall be entitled 
to receive just and equitable compensation for work in progress, work completed, and Materials or 
Services accepted before the effective date of the termination. The cost principles and procedures 
provided in A.R.S. § 41-2543 and A.A.C. Title 2, Chapter 7, Article 7, shall apply. 
 
10.5. 
Termination for Default. 
 
10.5.1. 
In addition to the rights reserved in the contract, the State may terminate the Contract in whole 
or in part due to the failure of the Contractor to comply with any term or condition of the 
Contract, to acquire and maintain all required insurance policies, bonds, licenses and permits, 
or to make satisfactory progress in performing the Contract. The Procurement Officer shall 
provide written notice of the termination and the reasons for it to the Contractor. 
 
10.5.2. 
Upon termination under this paragraph, all goods, Materials, documents, Data, and reports 
prepared by the Contractor under the Contract shall become the property of and be delivered 
to the State on demand.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 14 of 25 
Revised 3/24/2023 
10.5.3. 
The State may, upon termination of this Contract, procure, on terms and in the manner that it 
deems appropriate, Materials or Services to replace those under this Contract. The Contractor 
shall be liable to the State for any excess costs incurred by the State in procuring Materials or 
Services in substitution for those due from the Contractor. 
 
10.6. 
Continuation of Performance Through Termination. The Contractor shall continue to perform, in 
accordance with the requirements of the Contract, up to the date of termination, as directed in the 
termination notice. 
 
11. 
Contract Claims 
 
All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title 41, Chapter 23, 
Article 9, and rules adopted thereunder. 
 
12. 
Arbitration 
 
The parties to this Contract agree to resolve all disputes arising out of or relating to this Contract through arbitration, 
after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518, except as may be 
required by other applicable statutes (A.R.S. Title 41). 
 
13. 
Communication 
 
13.1. 
Program Report.  When reports are required by the Contract, the Contractor shall provide them in the format 
approved by ADHS.  
 
13.2. 
Information and Coordination.  The State will provide information to the Contractor pertaining to activities that 
affect the Contractor’s delivery of services, and the Contractor shall be responsible for coordinating their 
activities with the State’s in such a manner as not to conflict or unnecessarily duplicate the State’s activities.  
As the work of the Contractor progresses, advice and information on matters covered by the Contract shall 
be made available by the Contractor to the State throughout the effective period of the Contract. 
 
14. 
Client Grievances   
 
If applicable, the Contractor and its subcontractors shall use a procedure through which clients may present 
grievances about the operation of the program that result in the denial, suspension or reduction of services provided 
pursuant to this Contract and which is acceptable to and approved by the State.  
 
15. 
Sovereign Immunity  
 
Pursuant to A.R.S. § 41-621(O), the obtaining of insurance by the State shall not be a waiver of any sovereign 
immunity defense in the event of suit. 
 
16. 
Administrative Changes   
 
The Procurement Officer, or authorized designee, reserves the right to correct any obvious clerical, typographical or 
grammatical errors, as well as errors in party contact information (collectively, “Administrative Changes”), prior to or 
after the final execution of a Contract or Contract Amendment.  Administrative Changes subject to permissible 
corrections include: misspellings, grammar errors, incorrect addresses, incorrect Contract Amendment numbers, 
pagination and citation errors, mistakes in the labeling of the rate as either extended or unit, and calendar date errors 
that are illogical due to typographical error.  The Procurement Office shall subsequently send to the Contractor notice 
of corrections to administrative errors in a written confirmation letter with a copy of the corrected Administrative 
Change attached.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 15 of 25 
Revised 3/24/2023 
17. 
Health Insurance Portability and Accountability Act of 1996 (HIPAA)   
 
17.1. 
The Contractor warrants that it is familiar with the requirements of HIPAA, as amended by the Health 
Information Technology for Economic and Clinical Health Act (HITECH Act) of 2009, and accompanying 
regulations and will comply with all applicable HIPAA requirements in the course of this Contract.  Contractor 
warrants that it will cooperate with the Arizona Department of Health Services (ADHS) in the course of 
performance of the Contract so that both ADHS and Contractor will be in compliance with HIPAA, including 
cooperation and coordination with the Arizona Department of Administration-Arizona Strategic Enterprise 
Technology (ADOA-ASET) Office, the ADOA-ASET Arizona State Chief Information Security Officer and 
HIPAA Coordinator and other compliance officials required by HIPAA and its regulations.  Contractor will 
sign any documents that are reasonably necessary to keep ADHS and Contractor in compliance with HIPAA, 
including, but not limited to, business associate agreements. 
 
17.2. 
If requested by the ADHS Procurement Office, Contractor agrees to sign a “Pledge To Protect Confidential 
Information” and to abide by the statements addressing the creation, use and disclosure of confidential 
information, including information designated as protected health information and all other confidential or 
sensitive information as defined in policy.  In addition, if requested, Contractor agrees to attend or participate 
in HIPAA training offered by ADHS or to provide written verification that the Contractor has attended or 
participated in job related HIPAA training that is: (1) intended to make the Contractor proficient in HIPAA for 
purposes of performing the services required and (2) presented by a HIPAA Privacy Officer or other person 
or program knowledgeable and experienced in HIPAA and who has been approved by the ADOA-ASET 
Arizona State Chief Information Security Officer and HIPAA Coordinator. 
 
18. 
Fraud, Waste, or Abuse   
  
18.1. 
ADHS requires all employees to abide by the State’s Personnel System Rules, R2-5A-501; Standards of 
Conduct which includes maintaining high standards of honesty, integrity, and impartiality, free from personal 
considerations and/or favoritism, and Code of Conduct for individuals engaged in Accounting, Financial and 
Budgeting Activities which depicts the moral, ethical, legal and professional aspects of personal conduct. 
ADHS requires the same conduct of its consultants, vendors, contractors, subrecipients, or persons doing 
business with the agency.  
 
18.2. 
Any State employee, consultant, vendor, contractor or subrecipient or person doing business with the 
Agency who receives a report of improper activity must report the information within one (1) business day. 
Note: Federal Award policy denotes awardees must disclose, in a timely manner, in writing to ADHS all 
violations of Federal Criminal Law, involving fraud, bribery, or gratuity violations potentially affecting Federal 
Awards. 
 
18.3. Anyone suspecting Fraud, Waste, or Abuse related to ADHS activities are required to report Fraud, 
Waste, or abuse through any of the following reporting channels: 
 
18.3.1. ADHS Ethics Action Hotline at (602) 542-2347, 
 
18.3.2. ADHS Ethics Action Email at reportethics@azdhs.gov ,or 
 
18.3.3. General Accounting Office (GAO) Fraud Reporting Email at reportfraud@azdoa.gov to report 
Fraud, Waste, or Abuse incidents. 
 
19. 
Unique Entity Identifier (UEI) Requirement 
 
Pursuant to 2 CFR 25.100 et seq., no entity (defined as a Governmental organization, which is a State, local 
government, or Indian tribe; foreign public entity; domestic or foreign nonprofit organization; domestic or foreign for-
profit organization; or Federal agency, but only as a sub-recipient under an award or sub-award to a non-Federal 
entity) may receive a sub-award from ADHS unless the entity provides its Unique Entity Identifier Number to ADHS. 
The number can be created in SAM.gov.  If already registered the UEI has been assigned and can be viewed in 
SAM.gov .

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 16 of 25 
Revised 3/24/2023 
 
20. 
The Federal Funding Accountability and Transparency Act (FFATA or Transparency Act - P.L.109-282, as 
amended by section 6202(a) of P.L. 110-252), found at https://www.fsrs.gov/ 
 
If applicable, the subrecipient or sub-awardee is required to abide by the Federal Funding Accountability and 
Transparency Act (FFATA or Transparency Act – P.L. 109-282, as amended by section 6202(a) of P.L. 110-252), 
found at https://www.fsrs.gov/. The associated Grant Reporting Certification Form and completion instructions will be 
sent to the subrecipient from ADHS Program(s) responsible for the specific contract. The subrecipient or sub-awardee 
must return the completed form to ADHS Program(s) by the 15th of the month following that in which the award was 
received. Failure to complete a required Grant Reporting Certification Form may result in loss of funding. 
 
21. 
Technology Replacement  
 
In any event where product is discontinued, no longer available or technically inferior to newly developed product, the 
Contractor shall provide an equivalent replacement model at no additional cost and shall honor the original contract 
terms 
 
22. 
Authorization for Provision of Services 
 
Authorization for purchase of services under this Agreement shall be made only upon ADHS issuance of a Purchase 
Order that is signed by an authorized agent.  The Purchase Order will indicate the Agreement number and the dollar 
amount of the funds authorized.  The Contractor shall only be authorized to perform services up to the amount of the 
Purchase Order.  ADHS shall not have any legal obligation to pay for services in excess of the amount indicated on 
the Purchase Order.  No further obligation for payment shall exist on behalf of ADHS unless the Purchase Order is 
changed or modified with an official ADHS Procurement Change Order, and/or an additional Purchase Order is issued 
for purchase of services under this Agreement.  
 
Additional Terms and Conditions for Title 2, Subtitle A, Chapter II, Part 200, Subpart C: §200.201 USE OF 
GRANT AGREEMENTS (INCLUDING FIXED AMOUNT AWARDS), COOPERATIVE AGREEMENTS AND 
CONTRACT 
 
23. 
Civil Rights Assurance Statement.  The Contractor and Subcontractors are subject to Title VI of the Civil Rights 
Act of 1964, Section 504 of Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, the Age 
Discrimination Act of 1975, Title IX of the Education Amendment of 1972, and offers all persons the opportunity to 
participate in programs or activities regardless or race, color, national origin, age, sex, or disability. Further, it is agreed 
that no individual will be turned away from or otherwise denied access to or benefit from any program or activity that 
is directly associated with a program of the RECIPIENT on the basis of race, color, national origin, age, sex (in 
educational activities) or disability. 
 
24. 
Americans With Disabilities Act of 1990. 
 
24.1. 
The Contractor shall comply with the Americans With Disabilities Act of 1990 (Public Law 101-336) and the 
Arizona Disability Act of 1992 (A.R.S § 41-1492 et. seq.), which prohibits discrimination of the basis of 
physical or mental disabilities in delivering contract services or in the employment, or advancement in 
employment of qualified individuals. 
 
24.2. 
Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by 
contracting the Contract Manager for the solicitation. Request should be made as early as possible to allow 
time to arrange the accommodation.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 17 of 25 
Revised 3/24/2023 
25. 
Federal Funding.  Funding for these services is contingent upon the availability of federal government funding. No 
commitment of any kind is made by the State concerning this Grant unless there are monies provided by a federal 
grant. The Grantee should take this fact into consideration.  
 
25.1 
For the purposes of this Grant, a capital expenditure means expenditures to acquire capital assets, as 
defined in 2 C.F.R. 200.12, or expenditures to make additions, improvements, modifications, replacements, 
rearrangements, reinstallations, renovations, or alterations to capital assets that materially increase their 
value or useful life, with a cost of $250 or greater.   
 
25.2 
Grantee agrees to maintain property records for equipment purchased with grant funds and perform a 
physical inventory and reconciliation with property records at least every year.  Grantee agrees that funds 
will not be used for the construction of new facilities. 
 
25.3 
Grantee agrees to follow equipment disposition policies as determined by the Federal Awarding Agency at 
Award Completion or as depicted in the State of Arizona Accounting Manual. Grantee also agrees to follow 
the directives in ADHS Property and Procedure Policy FIN 111.  
 
25.4 
Charges to Federal awards for salaries and wages must be based on records that accurately reflect the 
work performed. These records must: Be supported by a system of internal control which provides 
reasonable assurance that the charges are accurate, allowable, and properly allocated; Be incorporated 
into the official records of the non-Federal entity; Reasonably reflect the total activity for which the employee 
is compensated by the non-Federal entity, not exceeding 100% of compensated activities (for IHE, this per 
the IHE's definition of IBS); Encompass both federally assisted and all other activities compensated by the 
non-Federal entity on an integrated basis, but may include the use of subsidiary records as defined in the 
non-Federal entity's written policy; Comply with the established accounting policies and practices of the 
non-Federal entity (See paragraph above for treatment of incidental work for IHEs.; and Support the 
distribution of the employee's salary or wages among specific activities or cost objectives if the employee 
works on more than one Federal award; a Federal award and non-Federal award; an indirect cost activity 
and a direct cost activity; two (2) or more indirect activities which are allocated using different allocation 
bases; or an unallowable activity and a direct or indirect cost activity.  
Budget estimates (i.e., estimates 
determined before the services are performed) alone do not qualify as support for charges to Federal 
awards, but may be used for interim accounting purposes only.  
 
25.5 
Grantee understands that financial reports are required as an accounting of expenditures for either 
reimbursement or ADHS-approved advance payments.  
 
25.6 
The final request for reimbursement of grant funds must be received by the ADHS no later than sixty (60) 
days after the last day of the award period.    
 
25.7 
All goods and services must be received or have reasonable expectations thereof and placed in service by 
Grantee by the expiration of this award.   
 
25.8 
Grantee agrees that all encumbered funds must be expended and that goods and services must be paid 
by GRANTEE within sixty (60) days of the expiration of this award unless funding guidelines permit funds 
to be used at a future date.  
 
25.9 
Grantee agrees to remit all unexpended grant funds to the ADHS within thirty (30) days of written request 
from the ADHS.   
 
25.10 
Grantee agrees to account for interest earned on federal grant funds and shall manage interest income in 
accordance with the Cash Management Improvement Act of 1990 and as indicated in the State of Arizona 
Accounting Manual (SAAM) located at the following website.  https://gao.az.gov/publications/saam Interest 
earned in excess of allowable limits must be remitted to the ADHS within thirty (30) days after receipt of a 
written request from the ADHS.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 18 of 25 
Revised 3/24/2023 
25.11 
Grantee agrees not to use grant funds for food and/or beverage unless explicitly approved in writing by the 
ADHS. 
 
25.12 
Grantee agrees to comply with all applicable laws, regulations, policies and guidance (including specific 
cost limits, prior approvals and reporting requirements, where applicable) governing the use of grant funds 
for expenses related to conferences, meetings, trainings, and other events, including the provision of food 
and/or beverages at such events, and costs of attendance at such events unless explicitly approved in 
writing by the ADHS.  
 
25.13 
No funds shall be used to supplant federal, state, county or local funds that would otherwise be made 
available for such purposes.  Supplanting means the deliberate reduction of state or local funds because 
of the existence of any grant funds. 
 
25.14 
Grantee agrees that grant funds are not to be expended for any indirect costs that may be incurred by 
Grantee for administering these funds unless explicitly approved in writing by the ADHS.  This may include, 
but is not limited to, costs for services such as accounting, payroll, data processing, purchasing, personnel, 
and building use which may have been incurred by the Grantee. 
 
25.15 
Grantee will comply with the audit requirements of OMB Office of Management and Budget’s (OMB) 
Uniform Administrative Requirements, Cost Principles and Audit Requirement for Federal Awards and 
provide the ADHS with the Single Audit Report and any findings within ninety (90) days of receipt of such 
finding(s). If the report contains no findings, the Grantee must provide notification that the audit was 
completed. All completed Single Audits should be uploaded in the format specified to the Federal Audit 
Clearinghouse no later than nine (9) months after the entities fiscal year-end at the attached Link: 
https://harvester.census.gov/facweb/default.aspx/ 
 
25.16  
Grantee understands and agrees that misuse of award funds may result in a range of penalties, including 
suspension of current and future funds, suspension or debarment from federal grants, recoupment of 
monies provided under an award, and civil and/or criminal penalties. 
 
25.17  
Grantee agrees not to do business with any individual, agency, company or corporation listed in the 
Excluded Parties Listing Service.   
 
Link: System for Award Management https://www.sam.gov/portal/public/SAM/ 
 
25.18 
Grantee agrees to ensure that, no later than the due date of the Grantee’s first financial report after the 
award is made, Grantee and any subgrantees have a valid UEI profile and active registration with the 
System for Award Management (SAM) database.  
 
25.19 
GRANTEE certifies that it presently has no financial interest and shall not acquire any financial interest, 
direct or indirect, which would conflict in any manner or degree with the performance of services required 
under this Agreement. 
 
25.20  
Compliance with 41 U.S.C. 4712 (including  prohibitions on reprisal; notice to  employees) Grantee must 
comply with, and is subject to, all applicable provisions of 41 U.S.C. 4712, including all applicable 
provisions that prohibit, under specified circumstances, discrimination against an employee as reprisal 
for the employee's disclosure of information related to gross mismanagement of a federal grant, a gross 
waste of federal funds, an abuse of authority relating to a federal grant, a substantial and specific 
danger to public health or safety, or a violation of law, rule, or regulation related to a federal grant. 
 
 
 
25.21 
GRANTEE certifies to comply with the Drug-Free Workplace Act of 1988, and implemented in 28 CFR Part 
83, Subpart F, for grantees, as defined in 28 CFR, Part 83 Sections 83.620 and 83.650.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR066489 
 
Page 19 of 25 
Revised 3/24/2023 
26. 
Comments Welcome    
 
The ADHS Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any comments 
you may have. Please submit your comments to: ADHS Procurement Administrator, Arizona Department of Health 
Services, 150 North 18th Avenue, Suite 280, Phoenix, Arizona 85007.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR066489 
 
Page 20 of 25 
Revised 3/24/2023 
1. 
Background 
 
The Arizona Department of Health Services (ADHS) includes the Public Health Preparedness Tuberculosis Control 
Program. The purpose of this funding is to supplement The County’s (Contractor) efforts to control and prevent 
Tuberculosis (TB) by: 
 
1.1. Finding all cases of active TB and ensuring completion of therapy; 
 
1.2. Identifying, medically evaluating, and ensuring completion of treatment for latent TB infection for contacts to 
pulmonary TB cases; 
  
1.3. The surveillance and reporting of TB data;  
 
1.4. Identifying and managing persons (non-contacts) with latent TB infection; and  
 
1.5. Providing training and education. 
 
2. 
Objective 
 
To enhance TB prevention and control activities in order to achieve the National and State TB Program Objectives as 
specified in the Centers for Disease Control and Prevention (CDC) TB Cooperative Agreement (via the National TB 
Program Objectives and Performance Targets https://www.cdc.gov/tb/programs/evaluation/indicators/default.htm). 
 
3. 
Scope of Service 
 
3.1. Cases: 
 
3.1.1. 
At least ninety-five percent (95%) of patients with newly diagnosed TB, for whom therapy for one (1) 
year or less is indicated, shall complete therapy within twelve (12) months (please refer to the treatment 
guidelines at https://www.cdc.gov/tb/publications/guidelines/treatment.htm for more information), and 
 
3.1.2. 
Monitor, evaluate, and report on the case management, clinical progress, and local impact on the 
community of all newly diagnoses multiple drug resistant TB cases. 
 
3.2. Contract Investigation: 
 
3.2.1. 
Contacts shall be identified for 100% of newly reported sputum Acid-Fast Bacillus (AFB)-smear positive 
TB cases, 
 
3.2.2. 
At least ninety-three percent (93%) of contacts to sputum AFB-smear positive TB cases shall be 
evaluated for infection and disease, and 
 
3.2.3. 
At least eighty-one percent (81%) of infected contacts that are started on treatment for latent TB infection 
shall complete therapy. 
 
3.3. Surveillance and Reporting: 
 
3.3.1. 
All newly diagnosed cases of TB shall be reported to ADHS TB Control Program using the Medical 
Electronic Disease Surveillance System (MEDSIS) or other system designated by the ADHS TB Control 
Program. There shall be at least 100% completeness for all Report of Verified Case of Tuberculosis 
(RVCT) 
variables 
(please 
refer 
to 
the 
RVCT 
instruction 
manual 
at 
https://www.cdc.gov/tb/programs/rvct/default.htm for more information), 
 
3.3.2. 
Drug susceptibility results shall be reported for at least 100% of all newly reported, culture-positive TB 
cases, and

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR066489 
 
Page 21 of 25 
Revised 3/24/2023 
3.3.3. 
Human Immunodeficiency Virus (HIV) status shall be reported for at least ninety-eight percent (98%) of 
all newly reported TB cases. 
 
3.4. Prevention through Training and Education: 
 
3.4.1. 
Training and educational efforts shall focus on increasing the awareness of the epidemiology, 
prevention, diagnosis and treatment of TB, and the evaluation of appropriate persons (e.g., at the time 
of employment or at regular intervals). 
 
4. 
Tasks 
 
The Contractor shall: 
 
4.1. Cases: 
 
4.1.1. 
Ensure completion of therapy for TB patients through the use of case management and adherence-
promoting measures such as outreach, directly observed therapy, incentives, and enablers, 
 
4.1.2. 
Assess reasons for non-adherence with TB treatment, both for patients not completing therapy and for 
patients with delayed completion of therapy. Devise individual and programmatic interventions to 
increase completion of therapy and improve timely completion of therapy, 
 
4.1.3. 
Assess adequacy and appropriateness of therapy for each patient by reviewing initial regimen, 
susceptibility results, adherence, and response to therapy, 
 
4.1.4. 
Ensure that immigrants classified as B1 or B2, as defined in the CDC guidance document “CDC 
Immigration Requirements: Technical Instructions for Tuberculosis Screening and Treatment” found at 
https://www.cdc.gov/immigrantrefugeehealth/pdf/tuberculosis-ti-2009.pdf, are located promptly and 
evaluated and treated appropriately, and 
 
4.1.5. 
Collaborate with HIV/Acquired Immunodeficiency Syndrome (AIDS) program to ensure that all newly 
diagnosed TB cases, alive at diagnosis, are counseled and tested for HIV and referred for HIV services 
if found to be HIV positive. 
 
4.2. Contact Investigation: 
 
4.2.1. 
Ensure that contact investigation activities are initiated and completed promptly, including interviewing 
TB cases to identify contacts, evaluating contacts for latent TB infection and disease, and ensuring 
infected contacts begin and complete an appropriate course treatment for latent TB infection, and 
 
4.2.2. 
Assess reasons for cases with less than three (3) identified contacts, delays in interviewing cases or 
evaluating contacts, or low completion of preventive therapy rates, and  
 
4.2.3. 
Devise strategies for improvement. 
 
4.3. Surveillance and Reporting: 
 
4.3.1. 
Enhance identification, reporting, and follow-up of TB cases and suspects by establishing liaisons with 
appropriate reporting sources including: 
 
4.3.1.1 Hospitals; 
 
4.3.1.2 Clinics, including but not limited to TB and HIV/AIDS clinics; 
 
4.3.1.3 Laboratories performing tests for mycobacteria;  
 
4.3.1.4 Selected physicians, including but not limited to pulmonary and infectious disease sub-
specialists;

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR066489 
 
Page 22 of 25 
Revised 3/24/2023 
 
4.3.1.5 Correctional facilities; 
 
4.3.1.6 Community and migrant health centers;  
 
4.3.1.7 Pharmacies; and  
 
4.3.1.8 Other public and private facilities providing care to populations at risk for TB. 
 
4.3.2. 
Develop and implement active surveillance activities to ensure complete and timely reporting of TB 
cases and suspects. At a minimum, ongoing active laboratory surveillance shall be conducted in all 
areas to ensure complete reporting of all TB cases and suspects with positive acid fast bacilli (AFB) 
smears and cultures for Mycobacterium tuberculosis complex, 
 
4.3.3. 
Ensure that TB surveillance data are kept confidential and that all data files are secure. Procedures shall 
be in place to protect the confidentiality of all surveillance case reports and files. Procedures to protect 
HIV test results shall conform to Arizona State confidentiality requirements. These are defined in A.R.S. 
§36-664 et al and can be found at https://www.azleg.gov/ars/36/00664.htm, and 
 
4.3.4. 
Use MEDSIS to report TB case information and contact investigation results and outcome. 
 
4.4. Identifying and Managing Persons (non-contacts) with Latent TB Infection: 
 
4.4.1. 
Ensure that persons (non-contacts) with a positive tuberculin skin test identified through targeted testing 
or local health department supported screening shall be clinically evaluated for TB disease within two 
(2) weeks of the skin test reading, 
 
4.4.2. 
Ensure that persons (non-contacts) with latent TB infection identified through targeted testing or local 
health department supported screening activities, and who have no evidence of clinical TB disease or 
medical contraindications, shall be placed on treatment for latent TB infection, and 
 
4.4.3. 
Ensure that persons (non-contacts) with latent TB infection and who are placed on treatment shall 
complete 
treatment 
(please 
refer 
to 
the 
treatment 
guidelines 
at 
https://www.cdc.gov/tb/publications/guidelines/treatment.htm). 
 
4.5. Prevention through Training and Education: 
 
4.5.1. 
Ensure that training and educational efforts will focus on increasing the awareness of the epidemiology, 
prevention, diagnosis, and treatment of TB disease and latent TB infection, and the evaluation of 
appropriate persons, and 
 
4.5.2. 
Ensure that the staff continues to receive continuing education and be updated on TB.  
 
5. 
Requirements 
 
5.1. These are supplemental funds to the program. The level of supplemental funding is not guaranteed and thus, 
dependent upon availability of funds. Categorical funds are awarded for a specifically defined purpose and may 
not be used for any other purpose or program. 
 
5.2. Funds may be used to: 
 
5.2.1. 
Support personnel, and 
 
5.2.2. 
Purchase equipment, supplies, and services directly related to TB prevention and control activities. 
 
  
5.3. Funds may not be used:

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR066489 
 
Page 23 of 25 
Revised 3/24/2023 
5.3.1. 
To supplant local health department funds, or 
 
5.3.2. 
For construction of facilities. 
 
5.4. Attendance in TB Workgroup Meetings is mandatory. 
 
6. 
State Provided Items 
 
The ADHS TB Control Program will provide: 
 
6.1. Consultation and technical assistance in setting priorities, establishing partnerships, and planning, conducting, 
and evaluating TB prevention and control activities;  
 
6.2. Up-to-date information on the recommendations and guidelines for diagnosis, treatment, surveillance, prevention, 
and control of TB; 
 
6.3. Assistance to improve systems that monitor surveillance, prevention, and control activities; 
  
6.4. Assistance to the Contractor  in monitoring program performance, setting and meeting objectives, implementing 
methods, and complying with cooperative agreement requirements and other funding issues, through various 
methods including telephone consultation, site visits (and expanded site visits when appropriate), and site visit 
reports;  
 
6.5. Consultation and technical assistance for TB outbreaks, including on-site support of investigations when 
requested by the Contractor;  
 
6.6. Technical assistance in assessing and prioritizing training and education needs and in planning, implementing, 
and evaluating training and education activities; 
 
6.7. Coordination of cross-program collaborative approaches within ADHS to HIV, sexually transmitted diseases 
(STDs) and TB prevention and intervention when indicated and appropriate; and 
 
6.8. Support to the Contractor by providing technical assistance in the development and evaluation of new or 
innovative approaches to TB prevention and control, including behavioral or health systems interventions. 
 
7. 
Deliverables 
 
The Contractor shall submit reports to the ADHS TB Control Program. The required reports are:  
 
7.1. Four (4) Quarterly Progress Reports including a description of progress toward program objectives and metrics 
outlined by the template provided by the ADHS TB. 
 
7.1.1. 
This requirement is satisfied if the Contractor is required to submit quarterly reports by another contract 
with the ADHS TB Control Program. 
 
7.2. A Contractor’s Expenditure Report (CER) to be submitted monthly, due thirty (30) days from the end of the 
reporting period, and shall not exceed the total budget. 
 
8. 
Delivery Schedule 
 
Reports should be submitted to the ADHS TB Control Program based on the schedule below: 
  
Name of Report 
Time Period Covered 
Due to ADHS 
Quarterly Reports 
January 1st – March 31st 
April 30th 
April 1st – June 30th 
July 31st 
July 1st – September 30th 
October 31st 
October 1st – December 31st 
January 1st

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR066489 
 
Page 24 of 25 
Revised 3/24/2023 
 
9. 
Notices, Correspondence, and Reports 
 
9.1. Notices, correspondence, reports and invoices/CERs from the Contractor to ADHS shall be sent to: 
 
TB Control Program Manager  
Arizona Department of Health Services 
150 N. 18th Ave, Suite 110 
Phoenix, AZ 85007 
Phone – (602) 364-4750 Fax – (602) 364-3267 
 
9.2. Notices, correspondence, and reports (and payments if sent to same address) from ADHS to the Contractor 
shall be sent to: 
 
TB Program Coordinator 
Maricopa County Department of Public Health 
4041 N. Central Ave., Suite 1400 
Phoenix, AZ 85012

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
PRICE SHEET 
CTR066489 
 
Page 25 of 25 
Revised 3/24/2023 
 
PRICE SHEET 
 
 
LINE ITEM 
BUDGET AMOUNT 
Personnel Services 
$162,676.00  
ERE 
$76,458.00 
Professional and Outside Services 
$0.00 
Travel Expenses 
$2,418.00 
Other Operating Expenses 
$0.00 
Capital Outlay Expenses 
$0.00 
Other 
$40,098.00 
Total Annual Not to Exceed 
$281,650.00 
 
Note: With prior approval from the ADHS TB Program Manager, the Contractor is authorized to transfer up 
to a maximum of thirty-five percent (35%) of the total budget amount between line items. Transfers of funds 
are only allowed between funded line items. Transfers exceeding thirty-five percent (35%) or to a non-
funded item shall require an amendment.