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07-290-681 D
86-6000472 Kate Goodin
602-372-2601
Maricopa County by ant through its 602-372-2610
Department of Public Health kategoodin@mail.maricopa.gov
4041 N Centeral Ave, Ste 1400, Phoenix AZ 85012
Steve Chucri
Chairmand, Maricopa County Board of Supervisors
CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 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.
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ADHS18-203067 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.
4.3. New Budget Term. If a budget term has been completed in a multi-term Contract, the parties may agree to
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ADHS18-203067 TERMS AND CONDITIONS
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,
results, software, data and any other intellectual property or deliverables created, prepared, or
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ADHS18-203067 TERMS AND CONDITIONS
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 ADH.S. The Contractor is not entitled to a patent
-or copyright _on these_Matenalsand_may not transfer _a_ _patent or nnpyright 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.
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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.
Recouonnent 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.
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CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 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 ara_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.
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CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 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-aGespted-by-authorized personnel at_the_location designated in_the Purr:hasp 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.
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B. 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
thc Materials OM not free of liens, Contractor shall pay-to-remove the lien _arld_anNEassociated_clamages_nr
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.
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
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ADHS18-203067 TERMS AND CONDITIONS
steps to minimize the incurrence of costs allocable to the work covered by the order during the
period of work stoppage.
Cancellation or Expiration. If a stop work-order issued under this clausPis_oanceled or_the_periad 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.
9A. 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 21
CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 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
BIT1 COSI 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 21
CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 TERMS AND CONDITIONS
14. Sovereign Immunity
Pursuant to A,R.S. § 41-621(0), the obtaining of insurance by the State shall not be a waiver of any sovereign
immunity defense in the event of suit.
15. Fingerprint and Certification Requirements/Juvenile Services.
15.1. Paid and Unpaid Personnel. Pursuant to A.R.S. § 36-425.03, the Contractor shall ensure that all paid and
unpaid personnel who are required or are allowed to provide Services directly to juveniles have obtained
fingerprint clearance cards in accordance with A.R.S. § 41-1758 et. seq.
15.2. Costs. The Contractor shall assume the costs of fingerprint certifications and may charge these costs to its
fingerprinted personnel.
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.
17. 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.
18. Health Insurance Portability and Accountability Act of 1996 (HIPAA)
18.1. 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 (H1TECH 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 HI PAA,
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 H1PAA 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.
18.2. 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 H1PAA 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.
Page 12 of 21
CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 TERMS AND CONDITION'S
19. 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 AD_HS_ Procurement AdminiRtrator,_ _Arizona
Department of Health Services, 150 North 18 th Avenue, Suite 280, Phoenix, Arizona 85007.
20. 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
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.
21. The Federal Funding Accountability and Transparency Act (FFATA or Transparency Act - P.L.109-282, as
amended by section 6202(a) of P.L. 110-262), found at httos://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://wvvw.azdhs.00v/operations/financial-services/procurement/index.php#ffata and must be returned to the
ADHS by the l5 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 Grantnazdhs.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/ooen . 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.
22. Contracting; Procurement; Investment; Prohibitions
22,1. A public entity may not enter into a contract with a company to acquire or dispose of services,
supplies, information technology or construction unless the contract includes a written certification that
the company is not currently engaged in, and agrees for the duration of the contract to not engage in,
a boycott of Israel.
22.2. A public entity may not adopt a procurement, investment or other policy that has the effect of inducing
or requiring a person or company to boycott Israel.
22.3. Contractor hereby certifies that it is not currently engaged in, and will not for the duration of this Contract
engage in, a boycott of Israel as defined by A.R.S. § 35-393.01. Violation of this certification by Contractor
may result in action by the State up to and including termination of this Contract.
23. 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
Page 13 of 21
CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 SCOPE OF SERVICES
t Background
1.1. The Arizona Behavioral Risk Factor Surveillance System (BRFSS) is a combined cell and landline phone survey. The
survey is a collaborative effort between the Arizona Department of Health Services and_the_fecleral_Centers fry Disessn
Control and Prevention (CDC). The purpose of the survey is to collect data on an annual basis from Arizona adults aged 18
years and older, regarding health-related topics.
2. Purpose
1.2. Specifically, this agreement is to include Social Context and Reaction to Race questions into the BRFSS 2018 survey.
Social Context consists of a total of 4 questions, at $7,100 per question (total $28,400); and Reaction to Race, a total of
5 questions at $7,100 per questions (total $35,500). Arizona BRFSS 2018 is a split survey, and the Social Context and
Reaction to Race questions are in Split 2 of the survey.
Social Context questions are to develop understanding about contextual effects on individual and community health, to
quantify these effects, and to use this information to develop more effective strategies and interventions to improve health
and to reduce or eliminate disparities in health.
The social context questions can help raise awareness of health disparities through understanding and intervening on
individual-level risk factors for major causes of morbidity and mortality. Understanding the social context or social
determinants of the factors that impact health behaviors, is critical for continued improvements in health outcomes. Social
' Context questions are designed to assess the importance of social determinants of health thought to contribute to persistent
poor health outcomes.
3. Scope of Service
3.1 Collection of AZ BRFSS data from Maricopa County will be used for:
3.1.1. Eliminate health disparities for all race/ethnicity groups, income levels and geographic area (the
overarching goal).
3.1.2. These social context questions begin to quantify the Healthy People 2020 goal of "healthy people in
healthy communities," which starts in the individual's assessment. Social determinants of health are also
an emerging concern for state and local health departments as the scientific literature expands. For
example, controlling the spread of AIDS has been linked to access to housing for homeless individuals;
social support for pregnant women offsets social or contextual stresses such as poverty, and
neighborhood deprivation adds another increment of risk conveyed by individual demographics.
3.2 Reaction to Race
Health disparities exist so commonly between racial/ethnic groups, that it is important for us to understand how
one's self-identified race/ethnicity and socially-assigned race/ethnicity impact their perceived healthcare quality
and health status. The reaction to race data would be useful to other organizations/agencies concerned with
health equity„ This data will be used to establish a baseline for socially-assigned race/ethnicity and other race
reaction questions, which can be useful to health care organizations in Arizona, and any other community or
group interested in how race and health interact.
ADHS agrees to include the attached State —Added questions to the Arizona BRFSS 2018 regarding Social
Context and Reaction to Race questions. See Attached Exhibit A.
The BRFSS 2018 will commence on January 2, 2018 and will expire on December 15, 2018.
The Agreement amount is not to exceed $7,100 per question for one year.
Page 14 of 21
CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 SCOPE OF SERVICES
4. Notices, Correspondence, and Reports
10.1 Notices, correspondence and reports from MCDPH to ADHS shall be sent to:
ARIZONA DEPARTMENT OF HEALTH SERVICES
Attn. Judy Bass, AZ BRFSS Program Manager
Bureau of Public Health Statistics
150 N. 18th Avenue, Suite 550
Phoenix, AZ 85007
Phone: (602)542-8064
10.2 Notices, correspondence, and reports from ADHS to MCDPH shall be sent to:
ATTN:
Name:
Grants/Contracts Administrator
4041 N. Central Ave., Suite 1400
Phoenix, AZ 85012-3314
Phone: 602-372-0674
Fax: 602-506-6885
Page 15 of 21
CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 PRICE SHEET
BRFSS 2018 SURVEY
PRICE SHEET
ITEM UNITS RATE TOTAL
Race Module 5 $7,100 $35,500.00
Social Context 4 $7,100 $28,400.00
$63,900.00
Page 16 of 21
CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 EXHIBIT A
State Added Section 6: Social Context (Split 2)
//START TIMER ETT5//
//ASK IF S8C18 = 1 OR 2 AND CSTATE NE 2//
AZ5_1: Now, I am going to ask you about several factors that can affect a person's health. How often in the past 12
months would you say you were worried or stressed about having enough money to pay your rent/mortgage? Would you
say you were worried or stressed---
PLEASE READ:
1 Always
2 Usually
3 Sometimes
4 Rarely
5 Never
DO NOT READ:
8 Not applicable
7 Don't know / Not sure
9 Refused
//ASK IF CSTATE NE 2//
AZ5_2: How often in the past 12 months would you say you were worried or stressed about having enough money to buy
nutritious meals? Would you say you were worried or stressed---
PLEASE READ:
1 Always
2 Usually
3 Sometimes
4 Rarely
5 Never
DO NOT READ:
8 Not applicable
7 Don't know / Not sure
9 Refused
//ASK IF S8015 = 1 OR 2 AND CSTATE NE 211
AZ5_3: At your main job or business, how are you generally paid for the work you do. Are you:
INTERVIEWER NOTE: If paid in multiple ways at their main job, select option 4 (Paid some other way).
Page 17 of 21
CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 EXHIBIT A
PLEASE READ:
1 Paid by salary
Paid by the hour
3 Paid by the job/task (e.g. commission, piecework)
4 Paid some other way
DO NOT READ:
7 Don't know / Not sure
9 Refused
//ASK IF S8Q15 = 1 OR 2 AND CSTATE NE 2/t
AZ5_4: About how many hours do you work per week at all of your jobs and businesses combined?
_ Hours [RANGE: 01 -96 or more]
97 Don't know / Not sure
98 Does not work
99 Refused
Page 18 of 21
CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 EXHIBIT A
State-Added Section 12: Reactions to Race (Split 2)
//start timer ett12//
//ask if estate ne 211
AZ12_1: How often do you think about your race? Would you say never, once a year, once a month,
once a week, once a day, once an hour, or constantly?
INTERVIEWER NOTE: The responses can be interpreted as meaning "at least" the indicated time
frequency. If a respondent cannot decide between two categories, check the response for the lower
frequency. For example, if a respondent says that they think about their race between once a week
and once a month, check "once a month" as the response.
1 Never
2 Once a year
3 Once a month
4 Once a week
5 Once a day
6 Once an hour
8 Constantly
7 Don't know / Not sure
9 Refused
AZ12_1: 6Con clue frecuencia piensa acerca de su raza? 6Diria nunca, una vez al ario, una vez al mes, una vez a la
semana l una vez al dia, una vez por hora o constantemente?
INSTRUCCIONES PARA EL ENCUESTADOR: Las respuestas pueden interpretarse como "por lo menos" la frecuencia
indicada. Si la persona encuestada no puede decidir entre dos categories, marque la respuesta que tenga la menor
frecuencia. For ejemplo, si la persona encuestada dice que piensa acerca de su raza entre una vez por semana y una
vez par mes, marque la respuesta "una vez pot mes".
1 Nunca
2 Una vez al alio
3 Una vez al mes
4 Una vez a la semana
5 Una vez al dfa
6 Una vez por hora
8 Constantemente
7 No sabe/No este seguro
9 Se niega a contester
//ask if s8q15=1,2,4 and estate ne 2//
AZ12_2: Within the past 12 months at work, do you feel you were treated worse than, the same as,
or better than people of other races?
1 Worse than other races
2 The same as other races
3 Better than other races
Page 19 of 21
CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 EXHIBIT A
DO NOT READ:
4 Worse than some races, better than others
5 Only encountered people of the same race
7 Don't know / Not sure
9 Refused
AZ12_2: En los illtimos 12 meses, ,ha sentido en su trabajo que lo han tratado pear, igual o mejor que a personas de
otras razes?
1 Pear que a personas de otras razas
2 lgual que a personas de okras razas
3 Mejor que a personas de otras razas
DO NOT READ:
4 Pear que a personas de ciertas razes, pero mejor que a otras
5 Solo esta en contacto con personas de su misma raza
7 No sabe/No esta seguro
9 Se niega a contestar
//ask if cstate ne 211
AZ12_3: Within the past 12 months, when seeking health care, do you feel your experiences were
worse than, the same as, or better than for people of other races?
INTERVIEWER NOTE: If the respondent indicates that they do not know about other people's
experiences when seeking health care, say: "This question is asking about your perceptions when
seeking health care. It does not require specific knowledge about other people's experiences."
1 Worse than other races
2 The same as other races
3 Better than other races
DO NOT READ:
4 Worse than some races, better than others
5 Only encountered people of the same race
6 No health care in past 12 months
7 Don't know / Not sure
9 Refused
AZ12_3: En los Oltimos 12 meses, al solicitar atencion mediae, ,ha sentido que su experiencia fue pear, igual o mejor
que la de personas de otras razes?
NOTA PARA EL ENCUESTADOR: Si la persona encuestada dice que no conoce las experiencias
de otras personas al momento de buscar atencion medica, digs: "Esta pregunta tiene que ver con lo
que ha percibido al solicitar atencian medic& No es necesario que sepa especificamente de las
experiencias de otras personas".
Page 20 of 21
CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT
ADHS18-203067 EXHIBIT A
1 Peor que la de personas de otras razas
2 Igual que la de personas de otras razes
3 Mejor que la de personas de otras razes
DO NOT READ:
4 Peor que la de personas de ciertas razes, pero mejor que la de otras
5 Solo este" en contact() con personas de su misma raza
6 No ha recibido atencion medica en los ultimos 12 meses
7 No sabe/No este seguro
9 Se niega a contester
//ask if cstate ne 211
AZ12_4: Within the past 30 days, have you experienced any physical symptoms, for example, a headache, an upset
stomach, tensing of your muscles, or a pounding heart, as a result of how you were treated based on
your race?
1 Yes
2 No
7 Don't know / Not sure
9 Refused
AZ12_4: En los 61timos 30 dies, ,ha experimented° algun sf ntoma fisico, por ejemplo, dolor de cabeza, malestar
estomacal, tens& muscular o aumento de las palpitaciones del corazdn, como consecuencia de la
forma en que otras personas lo trataron debido a su raze?
1 Si
2 No
7 No sabe/No este seguro
9 Se niega a contestar
flask if cstate ne
AZ12_5: Within the past 30 days, have you felt emotionally upset, for example angry, sad, or frustrated, as a result of how
you were treated based on your race?
1 Yes
2 No
7 Don't know! Not sure
9 Refused
AZ12_5: En los Ciltimos 30 dies, tse ha sentido mal emocionalmente, por ejemplo, enojado, triste o frustrado, como
consecuencia de la forma en que otras personas lo trataron debido a su raza?
1 Si
2 No
7 No sabe/No este seguro
9 Se niega a contester
Page 21 of 21