HIV PREV ADHS18 (00).PDF

C-86-18-051-3-00
ARIZONA DEPARTMENT OF
INTERGOVERNMENTAL AGREEMENT (IGA) HEALTH SERVICES
150 North 18th Avenue, Suite 280
Phoenix, Arizona 85007
Contract No. ADHS18-188819 (602) 542-1040
(602) 542-1741 FAX
Project Title: HIV Prevention Program Begin Date: 01-01-2018
Geographic Service Area: Maricopa County Termination Date: 12-31-2023
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: FOR CLARIFICATION, CONTACT:
Federal Employer Identification No.: 86-6000472 Name:
Tax License No.: 07-290-681 D Phone:
Contractor Name: Maricopa County Department of Public Health FAX No:
Address: 4041 N. Central Ave., 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. ADHS18-188819 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 , 2017
Print Name and Title
Procurement Officer
CONTRACTOR ATTORNEY SIGNATURE: Attorney General Contract, No. P0012014000078, which is an
Agreement between public agencies, has been reviewed pursuant to
Pursuant to A.R.S. § 11-952, the undersigned Contractor’s A.R.S. § 11-952 by the undersigned Assistant Attorney General, who
Attorney has determined that this Intergovernmental Agreement is has determined that it is in the proper form and is within the powers
in proper form and is within the powers and authority granted granted under the laws of the State of Arizona to those parties to the
under the laws of Arizona. Agreement represented by the Attorney General.
The Attorney General, BY:
Signature of Person Authorized to Sign Date
Signature Date
Assistant Attorney General:
Print Name and Title
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CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
ADHS18-188819 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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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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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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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.
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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.
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.
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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.
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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.
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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.
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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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.
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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.
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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
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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.
21. Contracting; Procurement; Investment; Prohibitions
21.1. 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.
21.2. 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.
21.3. 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.
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1. Background
1.1 The Arizona Department of Health Services (ADHS) Bureau of Tobacco & Chronic Disease (BTCD), HIV
Prevention Program has the responsibility for administering HIV Prevention Program Cooperative Agreement
funds provided by the U.S. Centers for Disease Control and Prevention (CDC). These funds are provided to
state health departments to implement a comprehensive statewide HIV Prevention Program. Arizona’s
program is based upon CDC Cooperative Agreement guidelines. Since July 1, 2012, HIV Prevention
programming focused on the goals and strategies outlined in the National AIDS/HIV Strategy (NHAS).
1.2 The NHAS lays out clear priorities for increasing the impact of HIV prevention efforts in reducing new
infections by intensifying HIV prevention in the communities where HIV is most heavily concentrated. NHAS
recognizes the connection between prevention and care and treatment in reducing new infections and
improving the health of people living with HIV. The strategy also emphasizes the central importance of
reducing disparities in HIV prevention and care and in reducing the stigma and discrimination associated with
HIV. High-impact prevention prioritizes those interventions that are most cost-effective at reducing overall
HIV infections. Examples of these include HIV testing, condom distribution and programs to help people
living with HIV avoid transmitting HIV to others.
1.3 Based on Arizona epidemiology, the overall recommendation for statewide prevention programming is to
target HIV positive persons and their partners, men who have sex with men (MSM), and injection drug users
(IDU). Men who have sex with men have a particular need for prevention services because this behavioral
risk group represents the majority of emerging and existent HIV infections in Arizona. Additionally County
Health Departments should provide prevention services to other persons at risk of HIV infection or
transmission in accordance with State statutes and rules. Arizona Revised Statutes: A.R.S. 36-661
(Definitions), A.R.S. 36-663 (HIV-related testing; restrictions; exceptions), A.R.S. 36-664 (Confidentiality;
exceptions), A.R.S. 36-665 (Order for disclosure of communicable disease related information), A.R.S. 36-
666 (Violation; classification; immunity), and A.R.S. 36-667 (Civil penalty). Arizona Administrative Code R9-
6, Article 10 (HIV-related testing and notification) and Article 11 (STD-related testing and notification), as
appropriate to the services provided.
2. Objective
The purpose of these funds is to assist the County Health Department to implement a comprehensive high impact
HIV Prevention Program in Maricopa County.
3. Goals
3.1 To provide access to quality HIV testing and Linkage to Care (HTL) for persons residing in Arizona,
3.2 To conduct partner services (PS) expanded testing activities, and
3.3 To provide PS in public and private sectors to all persons newly diagnosed with HIV or previously positive
with a new sexually transmitted disease (STD) diagnosis, and to all HIV positive persons or their medical
providers requesting continuing PS.
4. Scope of Work
The Contractor shall:
4.1 Conduct PS as described in the most recent version of the CDC Guidance,
4.2 Provide access to quality HTL focusing on populations at the highest behavioral risk for HIV in Arizona
(Partners of HIV Positive persons, Men who have sex with Men (MSM), Injection Drug users and their
partners, High Risk Heterosexuals),
4.3 Annually, the CDC defines expectations for the percentage of individuals diagnosed with HIV as part of
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testing conducted in clinical and non-clinical settings. ADHS expects that MCDPH will achieve these
percentages. If these percentages are not consistently achieved, MCDPH and the Office of HIV Prevention
will collaborate to develop and implement a plan to reach CDC expectations.
4.4 Conduct Expanded Testing Initiative Activities as outlined in the Part B 12-1201 work plan.
Process HIV screening tests in clinical settings and in outreach settings at MCDPH utilizing HIV 3rd or 4th
generation Clinical Laboratory Improvement Amendments (CLIA) approved HIV test technologies. This
testing does not supplant existing HIV testing conducted under other funding sources. This testing shall be
conducted using the most recent version of the HIV testing in Clinical Settings Guidance and the most recent
version of CDC PS Guidance.
5. Tasks
The Contractor shall:
5.1 Conduct an enhanced program to provide PS in public and private sectors to all persons diagnosed with HIV
in Maricopa County,
5.2 Ensure ongoing PS are available ongoing to all HIV positive persons residing in Maricopa County,
5.3 Contact persons newly diagnosed with HIV to offer PS,
5.4 Interview persons who accept PS to elicit names of, and locating information for persons who have been
exposed to HIV based on risk behaviors known to transmit HIV (hereafter referred to as “partners”),
5.5 Locate, notify, counsel, test, and provide test results to partners,
5.6 Report HIV positive test results to ADHS according to current Arizona Communicable Disease Rules,
5.7 Link positive partners to appropriate medical evaluation, treatment, prevention, and other services,
5.8 Report all PS activities to the HIV Prevention Program in the CDC required web based data systems
(PartnerServices Web and EvaluationWeb) and on any other system requested by the Department,
5.9 Follow strict procedures for ensuring privacy, confidentiality, and security of data,
5.10 Screen for and address partner violence with HIV positive persons and partner.
5.10.1 Ensure that PS are:
5.10.1.1 Confidential in all aspects,
5.10.1.2 Culturally sensitive and acceptable to the populations being served by the program,
5.10.1.3 Timely i.e., locating and notifying activities are initiated and completed promptly according to
the CDC HIV Prevention required timelines and utilizing the PSGuidance,
5.10.1.4 Offered to every client identified to the county health department’s program within twenty-one
(21) days of learning their confirmatory HIV test results or to any partner referred by a known
positive person to the PS program, and
5.10.1.5 Appropriately documented in the reporting systems provided by the ADHS, HIV Prevention
program. All partners counseling sessions shall be in accordance with the most recent
version of the CDC’s PS guidelines. EvaluationWeb is the one national data system for
testing data PartnerServices Web is the Arizona CDC approved data system for partner
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data – data may be loaded into EvaluationWeb by xml upload from medical record or other
system.
5.10.2 Work with community partners to promote the Integration of PS into existing services:
5.10.2.1 Ensure that information about how to access PS services is easily accessible by health care
providers in the public and private sectors, Community Based Organizations (CBOs), and
other agencies diagnosing or providing services to HIV-infected individuals,
5.10.2.2 Encourage providers, CBOs, and other agencies providing services to HIV-infected
individuals to routinely screen clients for ongoing sexual and injection-drug-use activities and
to provide partner information to the County Health Department for provision of PS, and
5.10.2.3 Work with health care providers, CBOs, and other organizations serving or representing HIV-
infected individuals to educate them about the potential benefits of PS for HIV-infected
individuals, their partners, and the community and to develop community support for these
services.
5.11 Ensure that all staff members performing PS receive initial and ongoing training in PS methods and receive
close supervision and routine, quarterly performance evaluation by MCDPH staff. All staff charged to this
grant or performing work utilizing CDC funding are Identified through this contract as key personnel,
5.12 In accordance with CDC requirements, the Contractor shall collaborate with the ADHS in achieving
performance standards as reflected by the most current CDC PS indicators,
5.13 Ensure training of staff providing HTL/PS to clients:
5.13.1 Each contractor must establish written protocols outlining internal county training activities and provide
the protocols to ADHS within thirty (30) days of contract execution,
5.13.2 All staff that provides rapid HIV testing services and/or HIV PS must successfully complete training
activities within the first six (6) months of hire,
5.13.3 At least twice quarterly, an identified member of the MCDPH staff shall directly observe each
counselor performing counseling sessions with the consent of the client. All observations shall be
documented and include strengths and deficiencies, date reviewed with counselor and corrective steps
taken. A brief summary of reviews performed shall be included as part of the monthly narrative
reported to ADHS, and
5.13.4 In accordance with CDC requirements, the Contractor shall collaborate with the ADHS in achieving
performance standards as reflected by the most current CDC HTL indicators and or CDC reporting
requirements.
5.14 Work with newly HIV- positive clients identified in Maricopa County:
5.14.1 Seropositive clients shall be referred to PS and offered referrals to medical care, behavioral health
services and other prevention services as appropriate. All referrals will be recorded in the ADHS web-
based reporting system, and
5.14.2 PS/HTL staff shall elicit names and locating information of client’s partners and report information to
HIV PS staff.
5.15 HTL:
5.15.1 Perform HIV testing:
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5.15.1.1 To persons identified as high-rick under targeted HIV testing activities, and;
5.15.1.2 To any person who requested this services in outreach and clinical settings regardless of risk.
5.15.2 Assure and document that eighty (80%0 of the negative and ninety (90%) of the positive persons
tested in this program receive their test results. CDC requires provision negative results- is included in
program indicators. The 80% is an Arizona standard established by the contractor which exceeds the
national standards. This standard is now is the CDC/ADHS Cooperative Agreement 12-1201. MCDPH
has been more accountable as they have the majority of the epidemic, have been successful and have
staff that can accomplish this. Under Expanded testing Contracted activities 85% of any test results
will be provided to client
5.16 Ensure that HTL is:
5.16.1 Confidential in all aspects. Culturally sensitive and acceptable to the populations being served by the
program,
5.16.2 Appropriately documented,
5.16.3 Targeted to geographic or behavioral groups at highest risk for HIV in Maricopa County based on
prevailing local Surveillance data, and
5.16.4 Available in multiple locations throughout Maricopa County through a combination of outreach testing
and collaboration with other MCDPH Public Health Programs and with ADHS Prevention-supported
community based agencies.
5.17 Work with the Arizona State Lab (ASL):
5.17.1 Samples submitted by a County Health Department Program or approved collaborating agency will
be accepted by Arizona State Lab provided a policy or agreement in is in place regarding reporting
test results to the Health Department’s HIV Program and test sample information is recorded in the
ADHS web-based HIV testing database,
5.17.2 Samples submitted for HIV, HCV and Syphilis testing must be whole blood or serum, must be
delivered directly to ASL for processing and must be accompanied by completed ASL requisition
forms noting all tests ordered,
5.17.3 Submitter shall submit a sufficient sampling for ASL to perform required testing, and
5.17.4 The ASL shall test all preliminary positives specimens (those with a positive screening test) for
additional tests at the discretion of the ADHS HIV Prevention Program Manager, or their designee, at
the same time as the confirmatory HIV test is performed. These tests should be noted on the ASL
submitter form.
5.18 Monitor Implementation of the HTL program. In accordance with CDC requirements, the Contractor shall
collaborate with ADHS Office of HIV Prevention Program in reaching performance levels set by the current
version of the CDC, HIV Prevention Program Performance indicators and reporting requirements,
5.19 All site codes shall be reviewed quarterly with ADHS staff to ensure data is reported to CDC accurately by
funding type and location,
5.20 Develop and implement a plan to assure that all entities/departments providing HIV tests under the auspices
of MCDPH have written protocols which are reviewed quarterly to assure compliance with data entry
requirements, CDC indicators and MCDPH internal protocols compliance. Any deviations will be reported to
ADHS along with a plan to remediate,
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5.21 Regional Training Center: 12-1201 Part A funding was added into the MCDPH contract to support activities
assuring that all persons tested get their test results and that MCDPH staff will assist ADHS staff in training
activities regarding HTL/PS. MCDPH will assign a supervisor in PS to assist ADHS facilitate 1 day of the
training each cycle – up to 3 days per year.
5.22 Other program monitoring measures:
5.22.1 The Contractor shall be able to fully participate in web-based reporting which includes but is not
limited to: access to a computer, internet capability, and E-mail. All non-reactive rapid tests
conducted in the HIV program must have data entered into the web based system within 30 days of
non-reactive test result. All reactive rapid tests conducted in the HIV Program must have data entered
in to the web-based system within forty-eight (48) hours of reactive test result,
5.22.2 For each calendar year, all programs must sign a Memorandum of Understanding and a Rules of
Behavior document with ADHS in accordance with CDC data management requirements,
5.22.3 Establish and implement a quality assurance (QA) program to assess the quality of the HIV
Prevention Services (PS and HTL). Provide ADHS with a narrative report quarterly that describes the
progress and results of the quality assurance activities. Include information on how clients benefited
from the quality assurance program implemented via client satisfaction surveys,
5.22.4 The Contractor shall maintain documentation of quality assurance actions taken and shall include any
deficiencies identified and the corrective action steps taken. This documentation shall be maintained
for ADHS review. Observation by ADHS staff of field or clinical activities may occur as part of a site
visit review,
5.22.5 All websites containing information regarding HIV maintained by the Contractor shall contain a notice
alerting individuals, who may be searching or browsing the web, that the content may not be
appropriate for all audiences. Sample messages may be obtained from ADHS,
5.22.6 The Contractor shall not commit or permit any act that interferes with the performance of any other
ADHS contractor or of state employees,
5.22.7 The Contractor shall provide a complete list of the site numbers operating under their auspices by
January thirty (30) of each calendar year. Any additions or deletions will be reported to ADHS in
writing within five (5) business days, and
5.22.8 All materials developed or utilized by the program will be approved by the ADHS Materials Review
Committee and will have undergone Program Monitor review prior to use. Guidelines for submission
may be obtained from ADHS. This activity is required in the Notice of grant award. Contractor shall
incorporate the TESTAZ logo on promotional materials used in the combined HIV Prevention program
and utilize CDC funded HIV Prevention campaigns such as Greater than AIDS & Act Against AIDS
where appropriate.
6. Requirements
The Contractor shall:
6.1 Have access to computer, internet, E-mail, and other communication strategies to ensure frequent contact
with ADHS HIV/AIDS Office prevention staff and performance of web-based reporting activities,
6.2 Identify a Program Manager(s), for its HIV Prevention Program Activities in order to facilitate communication,
quality assurance and the discussion of programmatic issues as appropriate. The Manager must be
someone who has experience with the duties of and can discuss HIV specific HTL, PS activities and to
provide monthly written updates on the 11.75 FTE (divided over whatever number of personnel) dedicated to
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HIV Prevention and their activities to ADHS each month,
6.3 Attend mandatory scheduled Contractor’s meetings for Contractor staff managing the HTL & PS programs at
MCDPH, Technical Assistance will be provided by ADHS to all supervisors on an as-needed basis,
6.4 Provide ADHS with a list of funded personnel their full-time equivalent (FTE), job title, description of job
duties related to HIV funding, and average case load each year by January (fifteen) (15th). Updates to the
list must be provided in writing as part of the monthly report,
6.5 Ability to initiate and maintain agreements with community partners supporting any proposed activities, and
6.6 Maintain supervisory staff. New supervisory staff should be provided adequate training to meet this
requirement.
7. Reference Documents: Available from ADHS Office of HIV/AIDS Prevention Program upon request:
7.1 CDC - PS Guidance (2008) www.cdc.gov//hiv/topics/testing/guideline.htm,
7.2 CDC - National Monitoring and Evaluation materials related to data variables and reporting requirements,
7.3 CDC - HIV Testing in Clinical Settings Guidance http://www.cdc.gov/mmwr/preview/mmwrhtml/rr5514a1.htm,
7.4 CDC - Materials Review Interim Guidance, available from ADHS HIV Prevention Program, and
7.5 CDC - Counseling and Testing Services Guidance,
http://www.cdc.gov/mmwr/preview/mmwrhtml/rr5019a1.htm.
8. Approvals
The ADHS will make payment in accordance to the Terms and Conditions set forth in the Contract.
8.1 The HIV Prevention Program Manager in the ADHS BTCD, or their designee, upon completion, submission,
and approval of all deliverables and reporting requirements will accept the monthly Contractor Expenditure
Report (CER).
8.2 The due date for monthly reports and invoicing is the 15th of the month, following the month of service.
8.3 ADHS BTCD may authorize variations to, and adjust payments for, under and over production of monthly
minimum unit rates, not to exceed the annual contract agreement, on a case-by-case basis.
8.4 Out of county/state travel must be pre-approved in writing by ADHS BTCD Office of HIV Prevention- Program
Manager or their Designee.
9. Deliverables and Delivery Schedule
The Contractor shall provide services and submit to the ADHS BTCD Program Manager a CER of the following
deliverables in accordance with the Price Sheet of Cost Reimbursement Line Items.
9.1 Evidence of web-based submission of accurate and completed PS and HTL data and other information as
required or requested by CDC and/or ADHS. Web-based reporting of CDC-required data elements must be
completed within the ADHS BTCD Office of HIV Prevention established guidelines,
9.2 A completed CER including detailed financial back-up matching approved budget narrative by the 15th of the
month following the month during which the services were provided,
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9.3 Brief monthly narrative outlining progress toward HTL, PS, and other program elements, areas of
programmatic concern, and activities conducted during the month under claim. Due to ADHS by the 15th of
the month following the month under claim, and
9.4 Monthly work plan update for CDC Part B Expanded Testing program objectives and activities.
10. Acceptance
10.1 Acceptance is signified by signature of the ADHS BTCD Program Director on the CER showing performance
is satisfactory for payment, and
10.2 Upon receipt and approval of all specified deliverables.
11. Notices, Correspondence, and Reports
11.1 Notices, correspondence, reports and invoices/CERs from the contractor to ADHS shall be sent to:
Arizona Department of Health Services
Bureau of Tobacco and Chronic Disease
Attn: John Sapero, Office Chief – HIV Prevention
150 N. 18th Avenue, #310
Phoenix, AZ 85007
Telephone: (602)364-0822
Email: John.Sapero@azdhs.gov
11.2 invoices from the contractor to ADHS shall be sent to:
invoices@azdhs.gov
11.3 Notices, correspondence, and reports (and payments if sent to same address) from ADHS to the contractor shall
be sent to:
Maricopa County Department of Health
Attention: Katherine Mason, Grants/Contracts Administrator
4041 North Central Ave., Suite 1400
Phoenix, Arizona 85012
Telephone: (602)372-0674
Email: KatherineMason@mail.maricopa.gov
The Program staff are located at the Clinic address.
Tom Mickey HIV/STD Program Manager
1645 E. Roosevelt
Phoenix, AZ 85006
tommmickey@mail.maricopa.gov
Page 20 of 21

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
ADHS18-188819 PRICE SHEET
Price Sheet
Effective January 1, 2018
(subject to change)
Cost Reimbursement Line Items Budget Amount
1. Personnel Services $379,095
2. Employee Related Expenses $167,215
2. Professional & Outside Services $0.00
3. Travel Expenses $5,000
4. Other Operating Expense
$165,043
5. Capital Outlay Expense $0.00
6. Other (Indirect Costs) $81,946
Total Contract Amount $798,299
1. ITEMIZED SERVICE BUDGET (ISB) RESTRICTIONS:
1.1 With prior written approval from the ADHS BTCD HIV Prevention Program Manager, the
Contractor is authorized to transfer up to a maximum of ten percent (10%) of the total
Agreement amount among the categorical line items. Transfers of funds are only
allowed among funded line items as detailed in the original ISB. Transfer exceeding ten
percent (10%) of the Agreement amount, or to a non-funded line item, shall require an
Agreement amendment.
Page 21 of 21