CTR045915 IGA - STD EGISP MARICOPA COUNTY DPH.PDF
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ARIZONA DEPARTMENT OF INTERGOVERNMENTAL AGREEMENT (IGA) HEALTH SERVICES 150 North 18th Avenue, Suite 260 Contract No. CTR045915 Phoenix, Arizona 85007 Project Title: STD Program – eGISP Project Begin Date: August 1, 2019 Geographic Service Area: MARICOPA COUNTY Termination Date: July 31, 2024 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. City of Tempe: Chapter 1, Article 1, §§ 1.01 & 1.03, Charter, City of Tempe. 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: 07-290-681-D FOR CLARIFICATION, CONTACT: 86-6000472-G Federal Employer Identification No.: Name: Tax License No.: Phone: Maricopa County, Contractor Name: Maricopa County Department of Public Health FAX No: Address: 4041 North Central, Suite 1400, Phoenix, AZ 85012 E-mail: CONTRACTOR SIGNATURE: This Contract shall henceforth be referred to as Contract The Contractor agrees to perform all the services set forth in the Agreement and Work Statement. No. CTR045915 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. State of Arizona Signature of Person Authorized to Sign Date Signed this day of , 20 Bill Gates, Chairman, Board of Supervisors Print Name and Title Procurement Officer CONTRACTOR ATTORNEY SIGNATURE: Attorney General: Contract, No. CTR045915, which is an Agreement between public agencies, has been reviewed pursuant to Pursuant to A.R.S. § 11-952, the undersigned Contractor’s Attorney A.R.S. § 11-952 by the undersigned Assistant Attorney General, who has determined that this Intergovernmental Agreement is in proper has determined that it is in the proper form and is within the powers form and is within the powers and authority granted under the laws of granted under the laws of the State of Arizona to those parties to the Arizona. Agreement represented by the Attorney General. The Attorney General, BY: Signature of Person Authorized to Sign Date Signature Date Assistant Attorney General: Attorney for County Print Name and Title Page 1 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 TERMS AND CONDITIONS 1. Definition of Terms. As used in this Contract, the terms listed below are defined as follows: 1.1 “Attachment” means any document attached to the Contract and incorporated into the Contract. 1.2 “ADHS” means Arizona Department of Health Services. 1.3 “Budget Term” means the period of time for which the contract budget has been created and during which funds should be expended. 1.4 “Change Order” means a written order that is signed by a Procurement Officer and that directs the Contractor to make changes authorized by the Uniform Terms and Conditions of the Contract. 1.5 “Contract” means the combination of the Uniform and Special Terms and Conditions, the Specifications and Statement or Scope of Work, Attachments, Referenced Documents, any Contract Amendments and any terms applied by law. 1.6 “Contract Amendment” means a written document signed by the Procurement Officer and the Contractor that is issued for the purpose of making changes in the Contract. 1.7 “Contractor” means any person who has a Contract with the Arizona Department of Health Services. 1.8 “Cost Reimbursement” means a contract under which a contractor is reimbursed for costs, which are reasonable, allowable and allocable in accordance with the contract terms and approved by ADHS. 1.9 “Days” means calendar days unless otherwise specified. 1.10 “Fixed Price” establishes a set price per unit of service. The set price shall be based on costs, which are reasonable, allowable and allocable. 1.11 “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. 1.12 “Materials” unless otherwise stated herein, means all property, including but not limited to equipments, supplies, printing, insurance and leases of property. 1.13 “Procurement Officer” means the person duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract. 1.14 “Purchase Order” means a written document that is signed by a Procurement Officer, that requests a vendor to deliver described goods or services at a specific price and that, on delivery and acceptance of the goods or services by ADHS, becomes an obligation of the State. 1.15 “Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor. 1.16 “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 material or any service required for the performance of this Contract. 1.17 “State” means the State of Arizona and/or the ADHS. For purposes of this Contract, the term “State” shall not include the Contractor. Page 2 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 TERMS AND CONDITIONS 2. Contract Type. This Contract shall be: X Cost Reimbursement 3. Contract Interpretation. 3.1. Arizona Law. The law of Arizona applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona. 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. Attachments; and 3.3.4. Referenced Documents. 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 Parole 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. 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. 3.8. Headings. Headings are for organizational purposes only and shall not be interpreted as having legal significance or meaning. 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 years. However, if the original Contract period is for less than five 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 renewal periods does not exceed five 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. Page 3 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 TERMS AND CONDITIONS 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. Non-Discrimination. The Contractor shall comply with State Executive Order No. 2009-09 and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. 4.5. Records and Audit. Under A.R.S. § 35-214 and A.R.S. § 35-215, the Contractor shall retain and shall contractually require each subcontractor to retain all data and other records (“records”) relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the State and where applicable the Federal Government at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records. 4.6. Financial Management. For all contracts, the practices, procedures, and standards specified in and required by the Accounting and Auditing Procedures Manual for the ADHS funded programs shall be used by the Contractor in the management of Contract funds and by the State when performing a Contract audit. Funds collected by the Contractor in the form of fees, donations and/or charges for the delivery of these Contract services shall be accounted for in a separate fund. 4.6.1. Federal Funding. Contractors receiving federal funds under this Contract shall comply with the certified finance and compliance audit provision of the Office of Management and Budget (OMB) Circular A-133, if applicable. The federal financial assistance information shall be stated in a Change Order or Purchase Order. 4.6.2. State Funding. Contractors receiving state funds under this Contract shall comply with the certified compliance provisions of A.R.S. § 35-181.03. 4.7. Inspection and Testing. The Contractor agrees to permit access, at reasonable times, to its facilities. 4.8. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the signature page by the Contractor, unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to an ADHS Procurement Officer, unless otherwise stated in the Contract. An authorized ADHS Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice, and an amendment to the Contract shall not be necessary. 4.9. Advertising and Promotion of Contract. The Contractor shall not advertise or publish information for commercial benefit concerning this Contract without the prior written approval of an ADHS Procurement Officer. 4.10. Property of the State. 4.10.1. Equipment. Except as provided below or otherwise agreed to by the parties, the title to any and all equipment acquired through the expenditure of funds received from the State shall remain the property of the State by and through the ADHS and, as such, shall remain under the sole direction, management and control of the ADHS. When this Contract is terminated, the disposition of all such property shall be determined by the ADHS. For Fixed Price contracts, when the Contractor provides the services/materials required by the Contract, any and all equipment purchased by the Contractor remains the property of the Contractor. All purchases of equipment need to be reported to the ADHS Office of Inventory Control. 4.10.2. Title and Rights to Materials. As used in this section, the term “Materials” means all products created or produced by the Contractor under this Contract, including, but not limited to: written and electronic information, recordings, reports, research, research findings, conclusions, abstracts, Page 4 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 TERMS AND CONDITIONS results, software, data and any other intellectual property or deliverables created, prepared, or received by the Contractor in performance of this Contract. Contractor acknowledges that all Materials are the property of the State by and through the ADHS and, as such, shall remain under the sole direction, management and control of the ADHS. The Contractor is not entitled to a patent or copyright on these Materials and may not transfer a patent or copyright on them to any other person or entity. To the extent any copyright in any Materials may originally vest in the Contractor, the Contractor hereby irrevocably transfers to the ADHS, for and on behalf of the State, all copyright ownership. The ADHS shall have full, complete and exclusive rights to reproduce, duplicate, adapt, distribute, display, disclose, publish, release and otherwise use all Materials. The Contractor shall not use or release these Materials without the prior written consent of the ADHS. When this Contract is terminated, the disposition of all such Materials shall be determined by the ADHS. Further, the Contractor agrees to give recognition to the ADHS for its support of any program when releasing or publishing program Materials. 4.10.3. Notwithstanding the above, if the Contractor is a State agency, the following shall apply instead: It is the intention of ADHS and Contractor that all material and intellectual property developed under this Agreement be used and controlled in ways to produce the greatest benefit to the parties to this Contract and the citizens of the State of Arizona. As used in this paragraph, “Material” means all written and electronic information, recordings, reports, findings, research information, abstracts, results, software, data, discoveries, inventions, procedures and processes of services developed by the Contractor and any other materials created, prepared or received by the Contractor and subcontractors in performance of this Agreement. “Material” as used herein shall not include any pre-existing data, information, materials, discoveries, inventions or any form of intellectual property invented, created, developed or devised by Contractor (or its employees, subcontractors or agents) prior to the commencement of the services funded by this Agreement or that may result from Contractor’s involvement in other service activities that are not funded by the Agreement. 4.10.4. Title and exclusive copyright to all Material shall vest in the State of Arizona, subject to any rights reserved on behalf of the federal government. As State agencies and instrumentalities, both ADHS and Contractor shall have full, complete, perpetual, irrevocable and non-transferable rights to reproduce, duplicate, adapt, make derivative works, distribute, display, disclose, publish and otherwise use any and all Material. The Contractor’s right to use Material shall include the following rights: the right to use the Material in connection with its internal, non-profit research and educational activities, the right to present at academic or professional meetings or symposia and the right to publish in journals, theses, dissertations or otherwise of Contractor’s own choosing. Contractor agrees to provide ADHS with a right of review prior to any publication or public presentation of the Material, and ADHS shall be entitled to request the removal of its confidential information or any other content the disclosure of which would be contrary to the best interest of the State of Arizona. Neither party shall release confidential information to the public without the prior expressly written permission of the other, unless required by the State public records statutes or other law, including a court order. Each party agrees to give recognition to the other party in all public presentations or publications of any Material, when releasing or publishing them. 4.10.5. In addition, ADHS and Contractor agree that any and all Material shall be made freely available to the public to the extent it is in the best interest of the State. However, if either party wants to license or assign an intellectual property interest in the material to a third-party for monetary compensation, ADHS and Contractor agree to convene to determine the relevant issues of title, copyright, patent and distribution of revenue. In the event of a controversy as to whether the Material is being used for monetary compensation or in a way that interferes with the best interest of the state or ADHS, then the Arizona Department of Administration shall make the final decision. Notwithstanding the above, “monetary compensation’ does not include compensation paid to an individual creator for traditional publications in academia (the copyrights to which are Employee- Excluded Works under ABOR Intellectual Property Policy Section 6-908C.4.), an honorarium or other reimbursement of expenses for an academic or professional presentation, or an unprofitable distribution of Material. Page 5 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 TERMS AND CONDITIONS 4.11. 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. 4.12. Federal Immigration and Nationality Act The 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, the 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 and/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 and/or debarment of the Contractor. 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 goods or services, the Contractor shall submit a complete and accurate Contractor’s Expenditure Report for payment from the State within thirty (30) days, as provided in the Accounting and Auditing Procedures Manual for the ADHS. 5.2. Recoupment of Contract Payments. 5.2.1. Unearned Advanced Funds. Any unearned State funds that have been advanced to the Contractor and remain in its possession at the end of each budget term, or at the time of termination of the Contract, shall be refunded to the ADHS within forty-five (45) days of the end of a budget term or of the time of termination. 5.2.2. Contracted Services. In a fixed price contract, if the number of services provided is less than the number of services for which the Contractor received compensation, funds to be returned to the ADHS shall be determined by the Contract price. Where the price is determined by cost per unit of service or material, the funds to be returned shall be determined by multiplying the unit of service cost by the number of services the Contractor did not provide during the Contract term. Where the price for a deliverable is fixed, but the deliverable has not been completed, the Contractor shall be paid a pro rata portion of the completed deliverable. In a cost reimbursement contract, the ADHS shall pay for any costs that the Contractor can document as having been paid by the Contractor and approved by ADHS. In addition, the Contractor will be paid its reasonable actual costs for work in progress as determined by Generally Accepted Accounting Procedures up to the date of contract termination. 5.2.3. Refunds. Within forty-five (45) days after the end of each budget term or of the time of termination of the Contract, the Contractor shall refund the greater of: i) the amount refundable in accordance with paragraph 4.2.1, Unearned Advanced Funds; or ii) the amount refundable in accordance with paragraph 5.2.2, Contracted Services. 5.2.4. Unacceptable Expenditures. The Contractor agrees to reimburse the ADHS for all Contract funds expended, which are determined by the ADHS not to have been disbursed by the Contractor in accordance with the terms of this Contract. The Contractor shall reimburse ADHS within 45 days of the determination of unacceptability. 5.3. Unit Costs/Rates or Fees. Unit costs/rates or fees shall be based on costs, which are determined by ADHS to be reasonable, allowable and allocable as outlined in the Accounting and Auditing Procedures Manual for the ADHS. Page 6 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 TERMS AND CONDITIONS 5.4. Applicable Taxes. 5.4.1. 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 taxes from the buyer does not relieve the seller from its obligation to remit taxes. 5.4.2. Tax Indemnification. The 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 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. 5.4.3. I.R.S. W9 Form. In order to receive payment under any resulting Contract, the Contractor shall have a current I.R.S. W9 Form on file with the State of Arizona. 5.5. Availability of Funds for the Next Fiscal Year. Funds may not be presently available for performance under this Contract beyond the first year of the budget term or Contract term. The State may reduce payments or terminate this Contract without further recourse, obligation or penalty in the event that insufficient funds are appropriated in the subsequent budget term. The State shall not be liable for any purchases or Subcontracts entered into by the Contractor in anticipation of such funding. The Procurement Officer shall have the discretion in determining the availability of funds. 5.6. Availability of Funds for the Current Contract Term. Should the State Legislature enter back into session and decrease the appropriations through line item or general fund reductions, or for any other reason these goods or services are not funded as determined by ADHS, the following actions may be taken by ADHS: 5.6.1. Accept a decrease in price offered by the Contractor; 5.6.2. Reduce the number of goods or units of service and reduce the payments accordingly; 5.6.3. Offer reductions in funding as an alternative to Contract termination; or 5.6.4. Cancel the Contract. 6. Contract Changes 6.1. Amendments, Purchase Orders and Change Orders. 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, Purchase Order and/or Change Order within the scope of the Contract, unless the change is administrative or otherwise permitted by the Special Terms and Conditions. Changes to the Contract, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by an unauthorized State employee or made unilaterally by the Contractor are violations of the Contract and of applicable law. Such changes, including unauthorized Contract Amendments, Purchase Orders and/or Change Orders, 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 without the advance written approval of the Procurement Officer. The subcontract shall incorporate by reference all material and applicable terms and conditions of this Contract. 6.3. Assignments 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. Page 7 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 TERMS AND CONDITIONS 7. Risk and Liability 7.1. Risk of Loss. The Contractor shall bear all loss of conforming material covered under this Contract until received and accepted by authorized personnel at the location designated in the Purchase Order, Change 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. Mutual Indemnification. 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. Force Majeure. 7.3.1. Liability and Definition. Except for payment of sums due, neither party 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; acts of terrorism; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood; lockouts; injunctions-interventions not caused by or resulting from the act or failure to act of the parties; failures or refusals to act by government authority not caused by or resulting from the act or failure to act of the parties; and other similar occurrences beyond the control of the party declaring force majeure, which such party is unable to prevent by exercising reasonable diligence. 7.3.2. Exclusions. Force Majeure shall not include the following occurrences: 7.3.2.1. Late delivery of Materials caused by congestion at a manufacturer’s plant or elsewhere, or an oversold condition of the market; 7.3.2.2. 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 7.3.2.3. Inability of either the Contractor or any subcontractor to acquire or maintain any required insurance, bonds, licenses or permits. 7.3.3. Notice. If either party 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 the results or effects of such delay prevent the delayed party from performing in accordance with this Contract. 7.3.4. Default. 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. 7.4. 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 for or toward the fulfillment of this Contract. Page 8 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 TERMS AND CONDITIONS 8. Description of Materials The following provisions shall apply to Materials only: 8.1. Liens. The Contractor agrees that the Materials supplied under this Contract are free of liens. In the event the Materials are not free of liens, Contractor shall pay to remove the lien and any associated damages or replace the Materials with Materials free of liens. 8.2. Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor agrees that, for one year after acceptance by the State of the Materials, they shall be: 8.2.1. Of a quality to pass without objection in 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. 8.3. Inspection/Testing. Subparagraphs 8.1 through 8.2 of this paragraph are not affected by inspection or testing of or payment for the Materials by the State. 8.4. Compliance With Applicable Laws. The Materials and services supplied under this Contract shall comply with all applicable federal, state and local laws, and the Contractor shall maintain all applicable license and permit requirements. 8.5. Survival of Rights and Obligations After Contract Expiration and Termination. 8.5.1. Contractor’s Representations. All representations and warranties made by the Contractor under this Contract in paragraphs 7 and 8 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. 8.5.2. Purchase Orders and Change Orders. Unless otherwise directed in writing by the Procurement Officer, the Contractor shall fully perform and shall be obligated to comply with all Purchase Orders and Change Orders received by the Contractor prior to the expiration or termination hereof, including, without limitation, all Purchase Orders and Change 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. 9.2. Stop Work Order. 9.2.1. Terms. 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 a period up to ninety (90) Days after the order is delivered to the Contractor, and for any further period to which the parties may agree. Page 9 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 TERMS AND CONDITIONS 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. Cancellation or Expiration. 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 remedies of ADHS under this Contract are not exclusive, and ADHS is entitled to all rights and remedies available to it, including those under the Arizona Uniform Commercial Code and Arizona common law. 9.4. Right of Offset. The State shall be entitled to offset against any sums due the Contractor in any Contract with the State or damages assessed by the State because of the Contractor’s non-conforming performance or failure to perform this Contract. The right to offset may include, but is not limited to, a deduction from an unpaid balance and a collection against the bid and/or performance bonds. Any offset taken for damages assessed by the State shall represent a fair and reasonable amount for the actual damages and shall not be a penalty for non-performance. 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 for the purpose of influencing the outcome of the procurement, securing the Contract or an Amendment to the Contract, or receiving 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 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 or its subcontractor 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. 10.4. Termination Without Cause. 10.4.1. Both the State and the Contractor may terminate this Contract at any time with thirty (30) days’ notice in writing specifying the termination date. Such notices shall be given by personal delivery or by certified mail, return receipt requested. 10.4.2. If the Contractor terminates this Contract, any monies prepaid by the State, for which no service or benefit was received by the State, shall be refunded to the State within 5 days of the termination notice. In addition, if the Contractor terminates the Contract, the Contractor shall indemnify the State for any sanctions imposed by the funding source as a result of the Contractor’s failure to complete the Contract. Page 10 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 TERMS AND CONDITIONS 10.4.3. If the State terminates this Contact pursuant to this Section, the State shall pay the Contractor the Contract price for all Services and Materials completed up to the date of termination. In a fixed price contract, the State shall pay the amount owed for the Services or Materials by multiplying the unit of service or item cost by the number of unpaid service units or items. In a cost reimbursement contract, the ADHS shall pay for any costs that the Contractor can document as having been paid by the Contractor and approved by ADHS. In addition, the Contractor will be paid its reasonable actual costs for work in progress as determined by GAAP up to the date of termination. Upon such termination, the Contractor shall deliver to the ADHS all deliverables completed. ADHS may require Contractor to negotiate the terms of any remaining deliverables still due. 10.5. Mutual Termination. This Contract may be terminated by mutual written agreement of the parties specifying the termination date and the terms for disposition of property and, as necessary, submission of required deliverables and payment therein. 10.6. Termination for Default. The State reserves the right to terminate the Contract in whole or in part due to the failure of the Contractor to comply with any material obligation, 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. In the event the ADHS terminates the Contract in whole or in part as provided in this paragraph, the ADHS may procure, upon such terms and in such manner as deemed appropriate, Services or Materials, similar to those terminated, and Contractor shall be liable to the ADHS for any excess costs incurred by the ADHS in obtaining such similar Services or Materials. 10.7. Continuation of Performance Through Termination. Upon receipt of the notice of termination and until the effective date of the notice of termination, the Contractor shall perform work consistent with the requirements of the Contract and, if applicable, in accordance with a written transition plan approved by the ADHS. If the Contract is terminated in part, the Contractor shall continue to perform the Contract to the extent not terminated. After receiving the notice of termination, the Contractor shall immediately notify all subcontractors, in writing, to stop work on the effective date of termination, and on the effective date of termination, the Contractor and subcontractors shall stop all work. 10.8. Disposition of Property. Upon termination of this Contract, all property of the State, as defined herein, shall be delivered to the ADHS upon demand. 11. Arbitration Pursuant to A.R.S. § 12-1518, disputes under this Contract shall be resolved through the use of arbitration when the case or lawsuit is subject to mandatory arbitration pursuant to rules adopted under A.R.S. § 12 -133. 12. Communication 12.1. Program Report. When reports are required by the Contract, the Contractor shall provide them in the format approved by ADHS. 12.2. 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. 13. 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. Page 11 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 TERMS AND CONDITIONS 14. 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. 15. 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. 16. Survival of Terms After Termination or Cancellation of Contract All applicable Contract terms shall survive and apply after Contract termination or cancellation to the extent necessary for Contractor to complete and for the ADHS to receive and accept any final deliverables that are due after the date of the termination or cancellation. 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. 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. 19. Data Universal Numbering System (DUNS) Requirement For federal funding, 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 subrecipient under an award or Page 12 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 TERMS AND CONDITIONS subaward to a non-Federal entity) may receive a subaward from ADHS unless the entity provides its Data Universal Numbering System (DUNS) Number to ADHS. 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 Contractor/Grantee shall submit to ADHS via email the Grant Reporting Certification Form. This form and the instructions can be downloaded from the ADHS Procurement website at http://www.azdhs.gov/operations/financial-services/procurement/index.php#ffata and must be returned to the ADHS by the 15th of the month following that in which the award was received. The form shall be completed electronically, and submitted using the steps outlined in the Grant Reporting Certification Form Instructions to the following email address: ADHS_Grant@azdhs.gov. All required fields must be filled including Top Employee Compensation, if applicable. Completing the Grant Reporting Certification Form is required for compliance with the Office of Management and Budget (OMB), found at http://www.whitehouse.gov/omb/open. Failure to timely submit the Grant Reporting Certification Form could result in the loss of funds. This requirement applies to all subcontractors/sub-awardees utilized by the Contractor/Grantee for amounts exceeding $30,000.00 during the term of the Award. Page 13 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 SCOPE OF WORK 1. Background 1.1. Gonorrhea in Arizona has been rising for six (6) consecutive years and, statewide, cases increased from 10,330 in 2016 to 12,514 in 2017. Building the capacity to identify resistant cases is important for several reasons; (1) the threat of resistance is growing as the first multidrug resistant case was identified in the UK in March 2018, (2) clinical management of resistant gonorrhea cases is drastically different from a non-resistant case, and (3) should a resistant case appear in Arizona, it will be important to conduct partner services activity to identify and treat persons exposed to the resistant strain before it spreads through the community. Traditional tests for gonorrhea, such as the nucleic acid amplification test (NAAT), do not distinguish between resistant and non-resistant strains and there are no laboratories that offer affordable resistance testing in Arizona. 1.2. Maricopa County Department of Public Health (MCDPH) has participated in the Gonococcal Isolate Surveillance Project (GISP) since its national implementation in 1987. The goal of GISP is to monitor antimicrobial susceptibility trends in the United States by performing resistance testing on a small sample of urethral gonococcal isolates from symptomatic men. In 2017, GISP was enhanced (eGISP) to include multisite resistance screening of men and women. MCDPH is an ideal venue for surveilling gonococcal resistance because it has the third largest county population in the nation and it has the capacity to enroll both men and women due to their high burden of disease. Approximately sixty percent (60%) of the Arizona population resides in Maricopa County, and as a result, the MCDPH Clinic has the highest number of positive gonorrhea cases in AZ and represents thirteen and one-half percent (13.5%) of Arizona's total case volume. 1.3. Leadership from MCDPH and the Arizona Department of Health Services (ADHS) have been successfully collaborating for years to administer the core functions of GISP under the STD AAPPS grant. 2019 will be the first year that MCDPH participates in the enhanced GISP activities. MCDPH and ADHS shall build upon the current infrastructure to expand multisite resistance testing among men and women that meet the eligibility criteria for participation in eGISP. 2. Objective In accordance with the cooperative agreement with the Center for Disease Control and Prevention (CDC) Epidemiology and Laboratory Capacity (ELC) Project T: GISP, CDC-RFA-CK19-1904 (https://www.cdc.gov/ncezid/dpei/epidemiology-laboratory-capacity.html), to expand antimicrobial susceptibility trends in Neisseria gonorrhea in Arizona, MCDPH shall achieve the following outcomes: 2.1. Expand surveillance of resistant N. gonorrhoeae; 2.2. Expand laboratory culture capacity for N. gonorrhoeae; 2.3. Improve understanding of the epidemiology of Neisseria meningitidis in urethral, pharyngeal, rectal, and cervical isolates; 2.4. Increase collaboration between local and state jurisdictions, regional Antibiotic Resistance Laboratory Network (ARLN) laboratories, and CDC; and 2.5. Increase awareness of antibiotic resistant gonorrhea risk factors, protective actions and appropriate public health actions. 3. Scope of Service The Contractor shall: 3.1. Improve surveillance and reporting of N. gonorrhoeae isolates from men with symptomatic urethritis; 3.2. Improve surveillance and reporting of Neisseria gonorrhoeae isolates from female genital and male and female extragenital sites- eGISP; and Page 14 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 SCOPE OF WORK 3.3. Improve the specificity of surveillance and reporting of Neisseria gonorrhoeae by monitoring Neisseria meningitidis isolates from male and female genital and extragenital sites- eGISP 4. Tasks The Contractor shall: 4.1. Improve surveillance and reporting of Neisseria gonorrhoeae isolates from men with symptomatic urethritis – GISP: 4.1.1. Identify one (1) or more categorical STD clinics and a local public health laboratory in a jurisdiction that will execute the program activities and meet the project period outcomes; 4.1.2. Collect urethral N. gonorrhoeae isolates from the first twenty-five (25) men with symptomatic gonococcal urethritis seen in the STD clinic each month; 4.1.3. Inoculate specimens for culture onto selective media at the STD clinic(s). Subculture gonococcal isolates from the selective primary medium to a non-inhibitory medium in the local public health laboratory, as described in the GISP protocol; 4.1.4. Maintain adequate specimen handling quality control to maximize isolate viability and minimize contamination; 4.1.5. Assign isolates an identifying number, freeze the isolates and ship them monthly to the assigned GISP regional ARLN reference laboratory for antibiotic susceptibility testing; 4.1.6. Maintain and store duplicates of submitted isolates in the local public health laboratory; 4.1.7. Review antibiotic susceptibility test results received from the ARLN laboratory, describe the epidemiology of resistant N. gonorrhoeae in submitting jurisdictions, and use results to help inform patient management and local public health response; and 4.1.8. Collect line-listed, coded specified demographic and clinical data elements associated with each isolate and electronically submit to CDC following standardized protocols. 4.2. Improve surveillance and reporting of Neisseria gonorrhoeae isolates from female genital and male and female extragenital sites – eGISP: 4.2.1. Identify one or more categorical STD clinics in the jurisdiction and a local public health laboratory that will execute the program strategies and meet the project period outcomes; 4.2.2. Collect urethral swabs for Gram stain, gonococcal culture and urethral/urine specimens for nucleic acid amplification testing (NAAT) from the first twenty-five (25) men presenting to the participating STD clinic(s) each month with symptomatic urethritis; 4.2.3. Collect pharyngeal and/or rectal swabs for culture and NAAT from patients (men or women) seen in the participating STD clinic(s) reporting pharyngeal and/or rectal exposure (e.g., men reporting oral sex or receptive anal sex) until twenty-five (25) cases of gonococcal infection at extragenital sites are identified each month; 4.2.4. Collect cervical swabs for gonococcal culture and NAAT from women undergoing pelvic examinations with concerns of cervicitis, women with known exposures to a GC case and women with a positive NAAT result in the participating STD clinic(s) until twenty-five (25) cases of gonococcal genital infections in women are identified each month. A urine specimen for NAAT (rather than a swab) is acceptable; Page 15 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 SCOPE OF WORK 4.2.5. Inoculate specimens for culture onto selective media at the STD clinic(s). Subculture gonococcal isolates from the selective primary media to a non-inhibitory medium in the local public health laboratory, as described in the eGISP protocol; 4.2.6. Maintain adequate specimen handling quality control to maximize isolate viability and minimize contamination; 4.2.7. Assign isolates a unique identifying number, freeze the isolates and ship them monthly to the assigned eGISP regional ARLN reference laboratory for antibiotic susceptibility testing; 4.2.8. Ship isolates associated with positive gonorrhea NAAT results monthly to the assigned regional ARLN for antimicrobial susceptibility testing by agar dilution and possible molecular characterization (including whole genome sequencing); 4.2.9. Review antibiotic susceptibility test results received from the ARLN laboratory, describe the epidemiology of resistant N. gonorrhoeae in submitting jurisdictions, and use results to help inform local public health response; and 4.2.10. Collect line-listed, coded specified demographic and clinical data elements associated with each isolate and electronically submit to CDC following standardized protocols. 4.3. Improve the specificity of surveillance and reporting of Neisseria gonorrhoeae by monitoring Neisseria meningitidis isolates from male and female genital and extragenital sites – eGISP: 4.3.1. Identify and maintain records of all urethral, pharyngeal, rectal, and cervical isolates that are suggestive of N. meningitides; 4.3.2. Ship the identified presumed N. meningitidis isolates monthly directly to the CDC Meningitis Branch Laboratory in Atlanta, Georgia for antibiotic susceptibility testing, confirmatory identification, and molecular characterization (including whole genome sequencing); 4.3.3. Maintain adequate specimen handling quality control to maximize isolate viability and minimize contamination; 4.3.4. Review antibiotic susceptibility test results received from the CDC Meningitis Branch Laboratory, describe the epidemiology of N. meningitidis in urethral, pharyngeal, rectal and cervical isolates in their jurisdiction to help inform patient management and local public health response; and 4.3.5. Collect line-listed, coded specified demographic and clinical data elements associated with each isolate and electronically submit to CDC following standardized protocols. 5. Requirements MCDPH shall: 5.1. Improved surveillance of resistant N. gonorrhoeae at the local and state level. 5.1.1. Ability to collect twenty-five (25) male urethral isolates monthly from participating clinics. 5.1.2. Ability to collect twenty-five (25) female genital isolates monthly from participating clinics. 5.1.3. Ability to collect twenty-five (25) male or female extragenital isolates monthly from participating clinics. 5.1.4. Ability to collect and transmit the following clinical and demographic data for each isolate: 5.1.4.1. Patient gender; Page 16 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 SCOPE OF WORK 5.1.4.2. Ethnicity; 5.1.4.3. Race; 5.1.4.4. Date of clinic visit; 5.1.4.5. Age; 5.1.4.6. Sex of sex partner; 5.1.4.7. Presence of symptoms; 5.1.4.8. Previous history of gonorrhea; 5.1.4.9. Number of previous confirmed episodes of gonorrhea in past year; 5.1.4.10. HIV status at time of clinic visit for gonorrhea (including results of HIV testing at the time of the clinic visit); 5.1.4.11. Travel outside the United States during the sixty (60) days prior to clinic visit; 5.1.4.12. History of giving or receiving drugs / money for sex in the twelve (12) months prior to clinic visit; 5.1.4.13. Any antibiotic use during the sixty (60) days prior to clinic visit; 5.1.4.14. History of injection drug use in the twelve (12) months prior to clinic visit; 5.1.4.15. History of non-injection recreational drug use (excluding alcohol) in the twelve (12) months prior to clinic visit; 5.1.4.16. Primary treatment for gonorrhea (such as ceftriaxone, if recommended dual therapy administered); and 5.1.4.17. Secondary treatment for gonorrhea (such as azithromycin 1 g, if recommended dual therapy administered; previously considered co-treatment for presumed chlamydia). 5.1.5. Ability to collect and transmit the following additional clinical and demographic data for each eGISP isolate (in addition to the aforementioned GISP variables): 5.1.5.1. Anatomic site of isolate collection; 5.1.5.2. Nucleic acid amplification test (NAAT) result; and 5.1.5.3. Meningococcal vaccination history. 5.2. Maintenance or improvement of laboratory culture capacity for Neisseria gonorrhoeae at the local and state level. 5.2.1. Ability to culture and isolate N. gonorrhoeae from clinical specimens. 5.2.2. Ability to limit contamination and maintain viability of N. gonorrhoeae isolates. 5.2.3. Ability to ship isolates to the regional laboratory for standardized antibiotic susceptibility testing. 5.2.4. Ability to transmit the following laboratory data to the regional laboratory: 5.2.4.1. GISP identification number; Page 17 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 SCOPE OF WORK 5.2.4.2. Sentinel site code; 5.2.4.3. Patient identification number; 5.2.4.4. eGISP identification number; 5.2.4.5. Age; 5.2.4.6. Possibility of N. meningitides; 5.2.4.7. Gender; 5.2.4.8. Specimen collection date; and 5.2.4.9. Specimen source. 5.3. Improved understanding of the epidemiology of Neisseria meningitidis in urethral, pharyngeal, rectal, and cervical isolates at the local and state level. 5.3.1. Ability of local or state laboratory to identify potential N. meningitidis isolates based on culture and NAAT results; 5.3.2. Ability to ship possible N. meningitidis isolates to CDC for antimicrobial susceptibility testing; and 5.3.3. Ability of the clinic to collect and transmit the following clinical and demographic data for each isolate: 5.3.3.1. Anatomic site of isolate collection; 5.3.3.2. Nucleic acid amplification test (NAAT) result; 5.3.3.3. Patient gender; 5.3.3.4. Ethnicity; 5.3.3.5. Race; 5.3.3.6. Date of clinic visit; 5.3.3.7. Age; 5.3.3.8. Sex of sex partner; 5.3.3.9. Presence of symptoms; 5.3.3.10. Previous history of gonorrhea; 5.3.3.11. Number of previous confirmed episodes of gonorrhea in past year; 5.3.3.12. HIV status at time of clinic visit for gonorrhea (including results of HIV testing at the time of the clinic visit); 5.3.3.13. Travel outside the United States during the sixty (60) days prior to clinic visit; 5.3.3.14. History of giving or receiving drugs / money for sex in the twelve (12) months prior to clinic visit; Page 18 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 SCOPE OF WORK 5.3.3.15. Any antibiotic use during the sixty (60) days prior to clinic visit; 5.3.3.16. History of injection drug use in the twelve (12) months prior to clinic visit; 5.3.3.17. History of non-injection recreational drug use (excluding alcohol) in the twelve (12) months prior to clinic visit; 5.3.3.18. Primary treatment for gonorrhea (such as ceftriaxone, if recommended dual therapy administered); 5.3.3.19. Secondary treatment for gonorrhea (such as azithromycin 1 g, if recommended dual therapy administered; previously considered co-treatment for presumed chlamydia); and 5.3.3.20. Meningococcal vaccination history. 5.4. Increased collaboration between local and state jurisdictions, ARLN laboratories, and CDC. 5.4.1. Ability of the local and state laboratory to provide viable, non-contaminated Neisseria gonorrhoeae male urethral isolates and associated documentation to the regional ARLN laboratories; 5.4.2. Ability to retrieve completed antibiotic susceptibility test results performed by the regional ARLN laboratory; 5.4.3. Ability to have bidirectional communication with the regional ARLN laboratory; 5.4.4. Ability of the local and state laboratory to provide viable, non-contaminated suspected; and 5.4.5. Neisseria meningitidis isolates and associated documentation to the CDC laboratories. 5.5. Increased awareness of antibiotic resistant gonorrhea risk factors, protective actions, and appropriate public health actions. 5.5.1. Regularly discuss and share the importance of gonorrhea surveillance and the role of GISP/eGISP; 5.5.2. Review antibiotic susceptibility test results provided by the regional ARLN laboratories; 5.5.3. Review local and state GISP/ eGISP data including the annual GISP Profiles and Supplements; and 5.5.4. Review National STD Treatment Guidelines and encourage recommended treatment for gonococcal infections. Page 19 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 SCOPE OF WORK 6. Project Measures Tables Aug 2018 – Jan 2019 – Table 1: GISP activities/objectives Dec 2018 July 2019 No./% No./% Number of cases of gonococcal urethritis diagnosed in men attending the participating clinic Number and percentage of urethral gonococcal isolates submitted to the assigned GISP regional laboratory Percentage of submitted isolates that were found by the GISP regional laboratory to be non-viable or contaminated Percentage of monthly isolate batches that were shipped to the GISP regional laboratory within one week after the end of monthly collection Percentage of monthly demographic/clinical data transmissions that were submitted to CDC within one month of the completion of specimen collection Percentage of collected isolates for which the following data elements were reported: ● Age ● Gender of sex partners/sexual orientation ● HIV Status ● Antibiotic use ● Treatment Men Women Table 2: eGISP Activities/Objectives Cervical Urethral Pharyngeal Rectal or vaginal #(%) #(%) #(%) #(%) Number of men who presented to the affiliated STD clinic(s) with urethritis Of the men who presented to the STD clinic(s) with urethritis, the number and percentage from whom urethral specimens for Gram stain, culture and urethral or urine specimens NAAT were collected Number and percentage of urethral specimens that demonstrated typical growth by culture (i.e., were positive cultures) Number of urethral gonococcal isolates submitted to the ARLN for susceptibility testing from the affiliated STD clinic(s) Number of men reporting oropharyngeal exposure Number/percentage of men reporting oropharyngeal exposure from whom pharyngeal specimens for culture and NAAT were collected Page 20 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 SCOPE OF WORK Men Women Table 2: eGISP Activities/Objectives (continued) Cervical Urethral Pharyngeal Rectal or vaginal #(%) #(%) #(%) #(%) Number and percentage of pharyngeal specimens from men that demonstrated typical growth by culture (i.e., were positive cultures) Number of pharyngeal gonococcal isolates from men submitted to the ARLN for susceptibility testing from the affiliated STD clinic(s) Number of men reporting rectal exposure Number/percentage of men reporting rectal exposure from whom pharyngeal specimens for culture and NAAT were collected Number/percentage of rectal specimens from men that demonstrated typical growth by culture (i.e. were positive cultures) Number of rectal gonococcal isolates from men submitted to the ARLN for susceptibility testing from the affiliated STD clinic(s) Number of women undergoing a pelvic examination at the affiliated STD clinic(s) Number/percentage of women undergoing a pelvic exam from whom cervical/vaginal specimens for culture and cervical/vaginal or urine specimens for NAAT were collected Number/percentage of cervical/vaginal specimens that demonstrated typical growth by culture (i.e., were positive cultures) Number of cervical/vaginal gonococcal isolates submitted to the ARLN for susceptibility testing from the affiliated STD clinic(s) Number/percentage of submitted isolates, stratified by anatomic site, that were found by the ARLN laboratory to be non-viable or contaminated Number/percentage of collected isolates, stratified by anatomic site, for which complete epidemiological data were reported to CDC Page 21 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 SCOPE OF WORK Urethral All Nm Cervical Oropharyngeal Rectal Nm Table 3: N. meningitidis Nm Isolates or Vaginal Nm Isolates Isolates Measures Isolates #(%) #(%) #(%) #(%) #(%) Total number of isolates, stratified by anatomic site (positive cultures for Neisseria) Number of isolates, stratified by anatomic site, identified that had discordant laboratory results (i.e. GNID by Gram stain/positive cultures and negative gonorrhea NAAT) Number of isolates, stratified by anatomic site, with discordant results that were shipped to CDC, stratified by anatomic site Number of isolates, stratified by anatomic site, with discordant results shipped to CDC that were non-viable or contaminated Number/percentage of isolates, stratified by anatomic site, for which requested epidemiological data were reported to CDC 7. Requirements 7.1. Contractor shall have the ability to enroll men for the collection of urethral samples, culture isolation of N. gonorrhoeae, storage of duplicate isolates, and shipment of viable and non-contaminated isolates; 7.2. Contractor shall have the ability to enroll men and women for the collection of genital and extragenital samples, culture isolation and NAAT testing of N. gonorrhoeae, storage of duplicate isolates; and shipment of viable and non-contaminated isolates; 7.3. Contractor shall have the ability to collect and electronically transmit requested demographic and clinical data elements; 7.4. Contractor shall have organizational leadership and support to support the GISP approach; 7.5. Contractor shall adhere to the most recent GISP protocol; 7.6. Contractor shall have the necessary laboratory equipment and resources to collect, store, and ship specimens according to the stipulations outlined in the most recent GISP protocol; 7.7. Contractor shall have the ability to work with the regional Antibiotic Resistance Laboratory Network to ensure timely shipment of viable specimens for resistance testing; and 7.8. Contractor shall submit all reports described in this Agreement in a timely manner. 8. Funding Restrictions 8.1. Funds may only be used for reasonable program purposes (personnel, travel, supplies, and services). Page 22 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 SCOPE OF WORK 8.2. Funds cannot be used for: 8.2.1. Research, 8.2.2. Furniture, 8.2.3. Clinical services except as allowed by law, 8.2.4. Publicity or propaganda for the preparation, distribution, or use of any material designed to support or defeat the enactment of legislation before any legislative body, and 8.2.5. The salary or expenses of any grant or Agreement recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative action, or executive Order proposed or pending before any legislative body. 9. Reference Documents 9.1. Gonococcal Isolate Surveillance Program (GISP) Protocol – available at https://www.cdc.gov/std/gisp/GISP-Protocol-May-2016.pdf. 9.2. State of Arizona Accounting Manual – available at https://gao.az.gov/publications/saam. 10. State Provided Items ADHS will: 10.1. Prepare the Annual Progress Report using the performance metric tables submitted by the Contractor; 10.2. Prepare the Semi-annual Progress Report using the performance metric tables submitted by the contractor; 10.3. Prepare the annual Federal Financial Report; 10.4. Prepare the Data Management Plan; and 10.5. Prepare the final performance and financial reports using the performance metric tables submitted by the contractor. 11. Reporting requirements, deliverables and schedule The Contractor shall: 11.1. Submit annual performance metric tables by August 30, each year of the grant cycle (2019-2023), unless otherwise directed by the ADHS STD Control Program Manager; 11.2. Submit semi-annual performance metric tables for the first six (6) months by January 31, each year of the grant cycle (2019-2023), unless otherwise directed by the ADHS STD Control Program Manager; 11.3. Submit data electronically using Form 1 of the secure GISP web-based application and maintain locally in the clinic files; 11.4. Submit monthly specimen shipments to the ARLN; and 11.5. Submit monthly Cost Expenditure Reports and backup documentation within thirty (30) days of the end of each month to receive reimbursement for pre-approved line item expenses, outlined in this Contract. Backup documentation must follow the State of Arizona Accounting Manual (SAAM). Page 23 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 SCOPE OF WORK Reports Schedule Report Time Period Due to ADHS Annual Performance Measure Tables Aug 2019 - July 2020 Aug 30, 2020 Semi-annual Performance Measure Tables Aug - Dec 2020 Jan 31, 2020 Monthly Cost Expenditure Reports and 30 days following the end Monthly backup documentation of each month 12. Notices, Correspondence, and Reports 12.1. Notices, correspondence, reports and invoices/CERs from the Contractor to ADHS shall be sent to: STD Control Program Manager Office of Disease Integration & Services Arizona Department of Public Health 150 North 18th Avenue, Suite 110 Phoenix, AZ 85007 Rebecca.Scranton@azdhs.gov 12.2. Notices, correspondence, and reports (and payments if sent to same address) from ADHS to the Contractor shall be sent to: Maricopa County Department of Public Health Corinne Velasquez, Vision Director of Clinical Services 1645 E Roosevelt Phoenix, AZ 85006 602-506-6657 Corrine.Velasquez@maricopa.gov Page 24 of 25 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT CTR045915 PRICE SHEET PRICE SHEET MARICOPA COUNTY PUBLIC HEALTH DEPARTMENT 2019 eGISP PRICE SHEET Effective August 1, 2019 ACCOUNT CLASSIFICATION AMOUNT Personnel Services $30,518.00 ERE $14,260.00 Professional & Outside Services $ 0.00 Travel Expense $ 0.00 Occupancy Expense $ 0.00 Other Operating Expenses $ 0.00 Indirect (15.8%) $8,403.00 TOTAL $53,181.00 NOTE: With prior approval from the Program Manager, the Contractor is authorized to transfer up to a maximum of ten percent (10%) of the total budget amount between line items. Transfers of funds are only allowed between funded line items. Transfers exceeding ten percent (10%) or to a non-funded item shall require an amendment. Page 25 of 25