GOYFF MCESA IGA SABG-GR-18-070117-08 8.21.17.PDF

INTERGOVERNMENTAL AGREEMENT
NO. IGA-SABG-GR-I8-070117-08
Between the
STATE OF ARIZONA
GOVERNOR'S OFFICE OF YOUTH, FAITH AND FAMILY
And the
MARICOPA COUNTY EDUCATION SERVICE AGENCY
This Intergovernmental Agreement ("Agreement") is entered into by and between the State of Arizona,
the Governor's Office of Youth, Faith and Family, located at 1700 West Washington, Suite 230, Phoenix,
Arizona 85007 ("GOYFF" or "State of Arizona") and the Maricopa County Education Service Agency,
located at 4041 N. Central Avenue, #1200, Phoenix, Arizona 85012 ("Maricopa County ESA")
(collectively the "parties").
WHEREAS, the United States Department of Health and Human Services provided funding to the
Arizona Department of Health Services under the Substance Abuse Block Grant ("SABG"). The SABG
is administered through the Substance Abuse and Mental Health Services Administration of the United
States Department of Health and Human Services. The C.F.D.A. number is 93.959.
WHEREAS, the Arizona Department of Health Services provided Substance Abuse Block Grant Funding
to the Governor's Office of Youth, Faith and Family under Interagency Service Agreement No.
HS 632006.
WHEREAS, A.R.S. §41-101.01 authorizes the Governor's Office of Youth, Faith and Family to execute
and administer agreements and accept and expend any funds received from the federal government or any
agency thereof.
WHEREAS, A.R.S. §1I-952 authorizes public agencies to enter into agreements to contract for services.
WHEREAS, A.R.S. §15-301 authorizes the Maricopa County ESA to enter into agreements with other
governmental entities and agencies in order to receive and spend local, state and federal monies to
provide programs and services to school districts, charter schools, county free library districts, and
municipal libraries within the county.
THEREFORE, in consideration of the mutual promises and covenants contained herein and other good
and valuable consideration, the receipt of which the parties hereby acknowledge, the parties enter into this
Agreement as follows:
I. PURPOSE OF AGREEMENT
The purpose of this Agreement is to provide a SABG cost-reimbursement grant award to the
Maricopa County ESA as pass-through funding to support three events at three middle schools
selected by the Maricopa County ESA for implementation of the Healthy Families-Healthy Youth
Pilot Program.
Agreement No. IGA-SABG-GR-18-070117-08 Page 1 of 5

II. TERM OF AGREEMENT, TERMINATION AND AMENDMENTS
The term of the Agreement shall commence July 1, 2017, and shall remain in effect until
September 30, 2017, contingent upon GOYFF' s receipt of final federal SABG funding, unless
terminated, canceled, or extended as otherwise provided herein.
Either party may terminate this Agreement at any earlier time by providing written notice to the
other party at least thirty (30) days prior to the termination date. The GOYFF agrees that
regardless of its termination date with the Maricopa County ESA, the Maricopa County ESA may
use the funds distributed under this Agreement to pay for any unpaid services pursuant to this
Agreement obligated prior to the date of termination. This Agreement is subject to cancellation
pursuant to A.R.S. § 38-511, the provisions of which are incorporated herein.
Amendments to this Agreement shall be made in writing and signed by both parties.
III. DESCRIPTION OF SERVICES
The Maricopa County ESA shall:
1. Provide oversight on the Healthy Families-Healthy Youth Pilot Program ("Program") in
accordance with Attachment A (entitled Scope of Work, incorporated into this Agreement
in its entirety); Attachment B (entitled Job Description, Youth Facilitator/Leader,
incorporated into this Agreement in its entirety); Attachment C (entitled Job Description,
Adult Group Facilitator/Coach, incorporated into this Agreement in its entirety);
Attachment D (entitled Reimbursable Budget — Middle School, incorporated into this
Agreement in its entirety); and Attachment E (entitled Federal Terms and Conditions,
incorporated into this Agreement in its entirety).
2. Use the SABG grant award as pass-through funds for three events at three middle schools
chosen by the Maricopa County ESA to support the Program.
3. Accept and manage the grant funds provided by GOYFF to the County School
Superintendent's Office to host the event(s) based on size of 7th grade enrollment. Event
participation maximum capacity is 150 participants. Below are sample event attendance:
i. 50 students and 100 parents/caregivers
ii. 60 students and 90 parents/caregivers
iii. 75 students and 75 parents/caregivers*
'Every student must be accompanied by a parent/caregiver
4. Select and pay a qualified and interested staff person to serve as the Healthy Families
Program Coordinator and Data Collection Coordinator (percentage of FTE to be
determined by the school). See attached job descriptions in Attachments B and C.
5. Healthy Families Program Coordinator will remain a family resource at the school who
can direct students and/or parents throughout the school year to:
• www.substanceabuse.az.gov
• Community Coalitions/Non-profit organization available in their area
6. Identify and select an adequate number of school staff to be trained and serve as Healthy
Families Facilitators for the event(s). See attached Job Descriptions.
7. Use the Contracted Services line item in the attached reimbursable budget as guidance to
provide for a minimum of two Adult Facilitators and two Youth Facilitators.
8. Also use the Contracted Services budget line item to provide funding for Facilitators to
participate in the event and attend one-day training for the program in July and August-
September 2017.
9. Reference and use the Contracted Services budget line item to provide funding to support
the preparation activities and logistics associated with the event by the School
Coordinator and Facilitators.
Agreement No. IGA-SABG-GR-18-070117-08 Page 2 of 5

10. Collaborate with ASU-Southwest Interdisciplinary Research Center (SIRC) to conduct all
required evaluation activities.
11. Assist the middle schools and the GOYFF with the submission of programmatic reports
and program invoices.
IV. REPORTING REQUIREMENTS
The Maricopa County ESA shall submit detailed invoices and programmatic reports detailing all
services rendered in accordance with this Agreement on a monthly basis. The reporting deadlines
are:
• August 10, 2017
• September 10, 2017
• October 10, 2017
Any due dates that occur on a weekend or holiday shall be due on the following business day.
V. MANNER OF FINANCING
The GOYFF shall:
1. Provide no more than $59,301 (which represents $19,767 for each of the three selected
schools) to the Maricopa County ESA, for costs associated with the activities listed in (i)
this Agreement; (ii) Attachment A (entitled Scope of Work, incorporated into this
Agreement in its entirety); (iii) Attachment B (entitled Job Description Youth
Facilitator/Leader, incorporated into this Agreement in its entirety); (iv) Attachment C
(entitled Job Description Adult Group Facilitator/Coach, incorporated into this
Agreement in its entirety); (v) Attachment D (entitled Reimbursable Budget — Middle
School, incorporated into this Agreement in its entirety); and (vi) Attachment E (entitled
Federal Terms and Conditions, incorporated into this Agreement in its entirety).
2. Provide payment upon receipt and GOYFF's approval of the detailed invoices for
services performed or goods received.
The Maricopa County ESA shall:
1. Use the SABG funds received from GOYFF exclusively to support the activities outlined
in (i) this Agreement; (ii) Attachment A (entitled Scope of Work, incorporated into this
Agreement in its entirety); (iii) Attachment B (entitled Job Description Youth
Facilitator/Leader, incorporated into this Agreement in its entirety); (iv) Attachment C
(entitled Job Description Adult Group Facilitator/Coach, incorporated into this
Agreement in its entirety); (v) Attachment D (entitled Reimbursable Budget — Middle
School, incorporated into this Agreement in its entirety); and (vi) Attachment E (entitled
Federal Terms and Conditions, incorporated into this Agreement in its entirety).
2. Provide Attachment D to each of the three middle schools. Funding variance requests
may be submitted to GOYFF, which shall include the submission of a budget change
form. Prior written approval from GOYFF for a funding variance is required.
3. Agree that all reimbursement of in-state travel expenses shall be paid only in accordance
with the Domestic Per Diem rates allowed under the State of Arizona Travel Policy, and
the prevailing State of Arizona standard mileage rates, located at
https://gao.az.v.ov/travel/welcome-gao-travel . There shall be no reimbursement of out-of-
state travel expenses.
4. All questions regarding the appropriate use of the SABG funds shall be resolved by
mutual written agreement between the Maricopa County ESA and the GOYFF.
Agreement No. 1GA-SABG-GR-18-070117-08 Page 3 of 5

VI. DOCUMENTS INCORPORATED BY REFERENCE
The State of Arizona's Uniform Terms and Conditions V9_ (Rev 7-1-2013) are incorporated into
this document as if fully set forth herein. Copies of the Uniform Terms and Conditions may be
accessed at
haps ://sp o.az. gov/sites/default/files/documents/files/Uniform%20Terms %20and%20Conditi ons%
20V9_%28Rev%207-1-2013%29.pdf. The Maricopa County ESA warrants that it has read and
understands the Uniform Terms and Conditions V9_ (Rev 7-1-2013) and agrees to be bound by
them in their entirety. In the event of any divergence between this Agreement and the Uniform
Terms and Conditions, this Agreement shall control. The Uniform Terms and Conditions are
incorporated into this Agreement in their entirety as Attachment F.
VII, NON-AVAILABILITY OF FUNDS
In accordance with A.R.S. § 35-154, every payment obligation of the GOYFF under the
Agreement is conditioned upon the availability of funds appropriated or allocated for payment of
such obligation. If funds are not allocated and available for the continuance of this Agreement,
this Agreement may be terminated by the GOYFF at the end of the period for which funds are
available. No liability shall accrue to GOYFF/Arizona Office of the Governor in the event this
provision is exercised, and the GOYFF/Arizona Office of the Governor shall not be obligated or
liable for any future payments or for any damages as a result of termination under this paragraph.
VIII. INDEMNIFICATION
To the fullest extent permitted by law, the Maricopa County ESA shall defend, indemnify, and
hold harmless the State of Arizona, GOYFF, the Governor's Office, and all of their departments,
agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter
referred to as "Indemnitee") from and against any and all claims, actions, liabilities, damages,
losses, or expenses (including court costs, attorneys' fees, and costs of claim processing,
investigation and litigation) (hereinafter referred to as "Claims") for bodily injury or personal
injury (including death), or loss or damage to tangible or intangible property caused, or alleged to
be caused, in whole or in part, by the negligent or willful acts or omissions of the Maricopa
County ESA or any of its owners, officers, directors, agents, employees, contractors, or
subcontractors. This indemnity includes any claim or amount arising out of, or recovered under,
the Workers' Compensation Law or arising out of the failure of such the Maricopa County ESA
to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree.
It is the specific intention of the parties that the Indemnitee shall, in all instances, except for
Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be
indemnified by the Maricopa County ESA from and against any and all claims. It is agreed that
the Maricopa County ESA will be responsible for primary loss investigation, defense, and
judgment costs where this indemnification is applicable. In consideration of the award of this
Agreement, the Maricopa County ESA agrees to waive all rights of subrogation against the State
of Arizona, GOYFF, the Governor's Office, and all of their officers, officials, agents, and
employees for losses arising from the work performed by the Maricopa County ESA for the State
of Arizona.
IX. INSURANCE
The Maricopa County ESA is a public entity and shall provide a certificate of self-insurance.
X. OTHER
It is agreed that the parties to this Agreement have participated fully in the negotiation and
preparation of the Agreement. Any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in interpreting this Agreement. The parties
Agreement No. IGA-SABG-GR-18-070117-08 Page 4 of 5

acknowledge they have been advised by counsel, or have had the opportunity to be advised by
counsel, in the negotiation and execution of the Agreement.
The parties agree to follow all applicable laws, rules and regulations in the performance of work
in furtherance of the Substance Abuse Block Grant initiative and this Agreement.
XL NOTICES
The Maricopa County ESA shall address all notices relative to this Agreement to:
Nikki Lazarus Green
Program Administrator
Governor's Office of Youth, Faith and Family
1700 West Washington, Suite 230
Phoenix, Arizona 85007
The GOYFF shall address all notices relative to this Agreement to:
Marc Kuffner
Associate Superintendent for Economic Management
Maricopa County Education Service Agency
4041 N. Central Avenue, #1200
Phoenix, Arizona 85012
IN WITNESS WHEREOF, the parties hereto agree to execute this Agreement.
MARICOPA COUNTY GOVERNOR'S OFFICE OF YOUTH,
BOARD OF SUPERVISORS FAITH AND FAMILY
z/t7
Clint Hickman Date Samuel Burba Date
Chairman, Maricopa County Board Interim Director
of Supervisors
ate
mance and Procurement Manager
e Governor
Agreement No. IGA -SABG-GR - 18 -070117 -08 Page 5 of 5

ATTACHMENT A
Scope of Work:
(insert School name here) will:
1. Accept and manage the grant funds provided by GOYFF to the County School Superintendent's
Office to host the event(s) based on size of 7 th grade enrollment. Event participation maximum
capacity is 150 participants. Below are sample event attendance:
i. 50 students and 100 parents/caregivers
ii. 60 students and 90 parents/caregivers
iii. 75 students and 75 parents/caregivers*
*Every student must be accompanied by a parent/caregiver
2. Select and pay a qualified and interested staff person to serve as the Healthy Families — Healthy
Youth Program Coordinator and Data Collection Coordinator(percentage of FTE to be
determined by the school). See attached job descriptions.
3. Healthy Families — Healthy Youth Program Coordinator will remain a family resource at the
school who can direct students and/or parents throughout the school year to:
I. www.substanceabuse.az.gov
ii. Community Coalitions/Non-profit organization available in their area
4. Identify and select an adequate number of school staff to be trained and serve as Healthy
Families — Healthy Youth Facilitators for the event(s). See attached Job Descriptions.
i. Contract Services should be provided for a minimum (2) each; Adult Facilitators
and Youth Facilitators.
5. Contract Services funding may be provided for Facilitators to participate in the event and attend
one-day training for the program in July and August-September 2017.
6. Contract Services funding may also be provided for preparation activities and logistic associated
with the event by School Coordinator and Facilitators.
7. Collaborate with ASU-Southwest Interdisciplinary Research Center (SIRC) to conduct all required
evaluation activities.

ATTACHMENT B
JOB DESCRIPTION
Youth Facilitator/Leader
Position Description
This position will be responsible for the delivery and facilitation of Healthy Families-Healthy Youth
program for youth participating in the program.
The preferred candidate will be 18-30 years of age and/or the ability to connect with youth. The
Facilitator will have a working knowledge of prevention principles; experience working with youth,
and demonstrate public speaking and facilitation skills needed to convey messages and enlist
participation.
Specific Duties
• Complete 8-hour training demonstrate competency in the delivery of the prevention curriculum.
• Assist the school staff in the planning and program set-up activities as directed.
• Deliver prevention education sessions with youth in accordance with the designated curriculum.
• Assist with the Adult Facilitator with youth/parent-caregiver dialogue and completion of the Keep
Them Safe prevention plan.
• Participate in evaluation activities as directed.
Necessary Skills
• Ability to effectively engage and work with youth
• Ability to lead and motivate large group
• Strong time management skills
• Strong presentation skills
• Strong facilitation skills
• Working knowledge of prevention principles
• Working knowledge of issues related to substance use
• Ability to communicate clearly and concisely
• Ability to be flexible when working with individuals and groups
• Ability to complete projects independently

ATTACHMENT C
JOB DESCRIPTION
Adult Group Facilitator/Coach
Position Description
This position will be responsible for the delivery and facilitation of Healthy Families-Healthy Youth
program for parents/caregivers. This position will also be responsible for leading in-depth discussion
concerning substance use and family prevention strategies.
The preferred candidate will demonstrate strong public speaking skills needed to facilitate group
discussion concerning prevention strategies.
Specific Duties
• Complete 8-hour training and demonstrate competency in the facilitation of the prevention
curriculum.
• Assist the school staff in the planning and event set-up activities as directed.
• Deliver parent/caregiver prevention education sessions.
• Facilitate youth/parent-caregiver dialogue and Keep Them Safe prevention plan.
• Complete program documentation in a timely manner.
• Participate in all evaluation activities as directed.
Necessary Skills
• Strong time management skills
• Ability to lead and motivate large groups
• Knowledge of risk and protective factors
• Ability to effectively engage and work with diverse populations
• Strong presentation skills
• Strong facilitation skills
• Ability to communicate clearly and concisely
• Ability to be flexible when working with individuals and groups
• Ability to complete projects independently

ATTACHMENT D
REIMBURSABLE BUDGET - Middle School
Category Description Amount
Personnel/ School Coordinator .30% @ $46,000 $3,450.00
Contracted Services ($46,000 x .30% X 3 months = $3,450.00)
Point of contact for the Middle School and
oversight for the pilot program. Liaison to the
County Superintendent Coordinator.
Data Analysis Coordinator .30% @ $46,000 $3,450.00
($46,000 x .30% X 3 months = $3,450.00)
Point of contact for the Middle School and
oversight for the financial/programmatic
reporting. Liaison to the County Superintendent
Coordinator.
Fringe/ERE Employee related expenses are approximately 30% $2,070.00
of the salaries including health benefits
Contracted Services Facilitator fees for (1) day training, (1) event. All $5,500.00
preparation activities and logistics associated:
Adult Facilitators (2) and Youth Facilitators (2).
$1,250/Facilitator = $750 for training day + $500
for event night.
(1) Youth Facilitator $500 for event night.
Supplies Program materials —copies, youth folders, pens, $2,000.00
pencils, Outreach materials
Facilities Event Costs- Family Dinner $1,500.00
150 attendees @ $10.00 each
Sub-Total $17,970.00
Indirect 10% of Direct Expenses or Federally Approved $1,797.00
Indirect Rate
Total Project Costs $19,767.00

ATTACHMENT E
FEDERAL TERMS AND CONDITIONS
I. KEY PERSONNEL
It is essential that the Maricopa County ESA train and provide adequate, experienced personnel,
capable of and devoted to the successful accomplishment of projects that may be performed under
this Agreement. The Maricopa County ESA must agree to assign experienced individuals to project
positions.
A. The Maricopa County ESA agrees that, once assigned to work on a project under this
Agreement, key personnel should not be removed or replaced without prior written notice to
the GOYFF.
B. If key personnel are not available for work on a specific project, for a continuous period
exceeding thirty (30) calendar days, or are expected to devote substantially less effort to the
work than initially anticipated, the Maricopa County ESA shall immediately notify the
GOYFF Program Administrator and shall, subject to the concurrence of the GOYFF, replace
such personnel with personnel of substantially equal ability and qualifications.
C. The Maricopa County ESA shall assign specific individuals to the key programmatic and
fiscal positions and other changes to key personnel, specifically the Maricopa County ESA's
SABG Coordinator must be reported on or before the effective date of such change to the
GOYFF.
IL HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT ("HIPAA") OF
1996
A. The Maricopa County ESA 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 Agreement. Maricopa County ESA
warrants that it will cooperate with the GOYFF in the course of performance of the
Agreement so that both GOYFF and the Maricopa County ESA 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 Office and HIPAA Coordinator and
other compliance officials required by HIPAA and its regulations. The Maricopa County
ESA will sign any documents that are reasonably necessary to keep GOYFF and the
Maricopa County ESA in compliance with HIPAA, including, but not limited to, business
associates agreements.
B. If required by the GOYFF, the Maricopa County ESA 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, the Maricopa County ESA agrees to attend or participate in HIPAA
training offered by the GOYFF or to provide written verification that the Maricopa County
ESA has attended or participated in job related HIPAA training that is (I) intended to make
the Maricopa County ESA 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.

III. AGREEMENT RENEWAL
The Agreement shall not bind nor purport to bind the GOYF1-, for any contractual commitment in excess of
the original Agreement period or amount. The GOYFF shall have the right, at its sole and unfettered
discretion, whether or not to extend this Agreement. If so, the parties must execute a written amendment or
a new contract. Consideration for renewal will also be based on results of program and fiscal monitoring.
IV. FUND MANAGEMENT
The Maricopa County ESA must maintain funds received under this Agreement in separate ledger accounts
and cannot mix these funds with other sources. The Maricopa County ESA must manage funds according to
applicable federal regulations for administrative requirements, cost principles and audits.
The Maricopa County ESA must maintain adequate business systems to comply with federal requirements.
The business systems that must be maintained are:
• Financial Management
• Procurement
• Personnel
• Property
• Travel
A system is adequate if it is: 1) written; 2) consistently followed - it applies in all similar circumstances; and
3) consistently applied — it applies to all sources of funds. The GOYFF reserves the right to review all
business systems policies.
V. DUNS/CCR
Each successful recipient who is awarded funding must provide the following prior to an Agreement being
executed: (a) Dun and Bradstreet Universal Numbering System (DUNS) number for the fiscal agent; and
(b) proof of current registration in the Central Contractor Registration (CCR) database. Additionally, CCR
registration must be maintained for the term of the Agreement. The DUNS website is located at
http://fedgov.dnb.com/webform . The CCR registration information may be found at
https://www.sam.gov/portal/public/SAM/.
VI. FFATA REPORTING REQUIREMENTS
The Maricopa County ESA is required to provide certain information pursuant to the Federal Funding
Accountability and Transparency Act of 2006 reporting requirements (Pub. L. No. 109-282, as amended by
Section 6205 (a) of Pub. L. No. 110-252) "FFATA"). FFATA requires that certain information on federal
awards (federal financial assistance and expenditures) be made available to the public via a single,
searchable website, which is www.USASpending.gov .
VII. PUBLIC HEALTH LAW
Comply with all Public Health Law at http://www.samhsa.aov/grants/block-grants/laws-regulations
and Terms and Conditions of Notice of Grant Award including, but not limited, to:
A. Confidentiality of Alcohol and Drug Patient Records (42 C.F.R. Part 2);
B. Charitable Choice Provisions; Final Rule (42 C.F.R. Part 54 and 54a);
C. Substance Abuse Prevention and Treatment Block Grant; Interim Final Rule (45 C.F.R.
96A5, 96.51, and 96.120-121);
D. Health Omnibus Programs Extension Act of 1988, Subtitle E General Provisions, November
4, 1988 (P.L. 100-607) [.pdf] (42 U.S.C. 300ee-5);
E. Children's Health Act of 2000 [P.L. 106310], October 17, 2000;
F. ADAMHA Reorganization Act of 1992 [P.L. 102-321], July 10, 1992; and
G. Public Health Service Act [includes Title V and Title XIX].

A ddy‘
UNIFORM TERMS AND CONDITIONS
Version 9
1. Definition of Terms
As used in this Solicitation and any resulting Contract, the terms listed below are defined as
follows:
"Attachment" means any item the Solicitation requires the Offeror to submit as part of the
Offer.
1.2. 'Contract" means the combination of the Solicitation, including the Uniform and Special
instructions to Offerors, the Uniform and Special Terms and Conditions, and the
Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers;
and any Solicitation Amendments or Contract Amendments.
1.3. "Contract Amendment" means a written document signed by the Procurement Officer that
is issued for the purpose of making changes in the Contract.
1.4. "Contractor" means any person who has a Contract with the State.
1.5. "Days" means calendar days unless otherwise specified.
1.6. "Exhibr means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits
section of the Solicitation.
1.7. '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.
1.8. "Materials" means all property, including equipment, supplies, printing, insurance and
leases of property but does not include land, a permanent interest in land or real property
or leasing space.
1.9. "Procurement Officer" means the person, or his or her designee, duly authorized by the
State to enter into and administer Contracts and make written determinations with respect
to the Contract.
1.10. "Services" means the furnishing of labor, time or effort by a contractor or subcontractor
which does not involve the delivery of a specific end product other than required reports
and performance, but does not include employment agreements or collective bargaining
agreements,
"Subcontracr 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 the Contract.
1.12. "State" means the State of Arizona and Department or Agency of the State that executes
the Contract.
1.13. "State Fiscal Year" means the period beginning with July 1 and ending June 30.
2. Contract interpretation
2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the
Uniform Commercial Code as adopted by the State of Arizona and the Arizona
Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its
implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.
Uniform Terms and Conditions Page 1 of 9
Updated: July 1,2013

2.2. Implied Contract Terris. 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.
2.3. 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:
2.3.1. Special Terms and Conditions;
2.3.2. Uniform Terms and Conditions;
2.3.3. Statement or Scope of Work;
2.3.4. Specifications;
2.3.5. Attachments;
2.3.6. Exhibits;
2.3,7. Documents referenced or included in the Solicitation.
2.4. 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.
2.5. Severabilitv. 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.
2.6. 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 and no
other understanding either oral or in writing shall be binding.
2.7. 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. Contract Administration and Operation
3,1, Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall
contractually require each subcontractor to retain all data and other '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 at reasonable times. Upon request, the Contractor shall produce a legible copy of
any or all such records.
3.2. 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.
3.3. Audit. Pursuant to ARS § 35-214, at any time during the term of this Contract and five (5)
years thereafter, the Contractor's or any subcontractor's books and records shall be
subject to audit by the State and, where applicable, the Federal Government, to the extent
that the books and records relate to the performance of the Contract or Subcontract.
3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its
facilities, subcontractor facilities and the Contractor's processes or services, at
reasonable times for inspection of the facilities or materials covered under this Contract.
Uniform Terms and Conditions Page 2 of 9
Updated: July 1, 2013

The State shall also have the right to test, at its own cost, the materials to be supplied
under this Contract. Neither inspection of the Contractor's facilities nor materials testing
shall constitute final acceptance of the materials or services. If the State determines non-
compliance of the materials, the Contractor shall be responsible for the payment of all
costs incurred by the State for testing and inspection.
3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to
the person indicated on the Offer and Acceptance form submitted by the Contractor
unless otherwise stated in the Contract. Notices to the State required by the Contract
shall be made by the Contractor to the Solicitation Contact Person indicated on the
Solicitation cover sheet, unless otherwise stated in the Contract. An authorized
Procurement Officer and an authorized Contractor representative may change their
respective person to whom notice shall be given by written notice to the other and an
amendment to the Contract shall not be necessary.
3.6. Advertising, Publishing and Promotion of Contract. The Contractor shall not use,
advertise or promote information for commercial benefit concerning this Contract without
the prior written approval of the Procurement Officer.
3.7. Property of the State. Any materials, including reports, computer programs and other
deliverables, created under this Contract are the sole property of the State. The
Contractor is not entitled to a patent or copyright on those materials and may not transfer
the patent or copyright to anyone else. The Contractor shall not use or release these
materials without the prior written consent of the State.
3.8. Ownership of Intellectual Property. Any and all intellectual property, including but not
limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets
created or conceived pursuant to or as a result of this contract and any related
subcontract ("Intellectual Property"), shall be work made for hire and the State shall be
considered the creator of such Intellectual Property. The agency, department, division,
board or commission of the State of Arizona requesting the issuance of this contract shall
own (for and on behalf of the State) the entire right, title and interest to the Intellectual
Property throughout the world. Contractor shall notify the State, within thirty (30) days, of
the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf
of itself and any subcontractor(s), agrees to execute any and all document(s) necessary
to assure ownership of the Intellectual Property vests in the State and shall take no
affirmative actions that might have the effect of vesting all or part of the intellectual
Property in any entity other than the State. The Intellectual Property shall not be disclosed
by contractor or its subcontractor(s) to any entity not the State without the express written
authorization of the agency, department, division, board or commission of the State of
Arizona requesting the issuance of this contract.
3.9. 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.
3.10 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.
3.11 Offshore Performance of Work Prohibited.
Any services that are described in the specifications or scope of work that directly serve
the State of Arizona or its clients and involve access to secure or sensitive data or
personal client data shall be performed within the defined territories of the United States.
Uniform Terms and Conditions Page 3 of 9
Updated: July 1,2013

Unless specifically stated otherwise in the specifications, this paragraph does not apply to
indirect or 'overhead' services, redundant back-up services or services that are incidental
to the performance of the contract. This provision applies to work performed by
subcontractors at all tiers.
4. Costs and Payments
4.1. 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 invoice for payment from the State within thirty (30) days.
4.2. Delivery. Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination
and shall include all freight delivery and unloading at the destination.
4.3. Applicable Taxes.
4.3.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable
taxes.
4.3.2. State and Local Transaction Privileee Taxes. The State of Arizona is subject to
all applicable state and local transaction privilege taxes. Transaction privilege
taxes apply to the sale and are the responsibility of the seller to remit. Failure to
collect such taxes from the buyer does not relieve the seller from its obligation to
remit taxes.
4.3.3. Tax indemnification. Contractor and all subcontractors shall pay all Federal, state
and local taxes applicable to its operation and any persons employed by the
Contractor. Contractor shall, and require all subcontractors to hold the State
harmless from any responsibility for taxes, damages and interest, if applicable,
contributions required under Federal, and/or state and local laws and regulations
and any other costs including transaction privilege taxes, unemployment
compensation insurance, Social Security and Worker's Compensation.
4.3.4. IRS W9 Form. In order to receive payment the Contractor shall have a current
I.R.S. W9 Form on file with the State of Arizona, unless not required by law.
4,4. Availability of Funds for the Next State fiscal year. Funds may not presently be available
for performance under this Contract beyond the current state fiscal year. No legal liability
on the part of the State for any payment may arise under this Contract beyond the current
state fiscal year until funds are made available for performance of this Contract.
4.5. Availability of Funds for the current State fiscal year. Should the State Legislature enter
back into session and reduce the appropriations or for any reason and these goods or
services are not funded, the State may take any of the following actions:
4.5.1. Accept a decrease in price offered by the contractor;
4.5.2. Cancel the Contract; or
4.5.3. Cancel the contract and re-solicit the requirements.
5. Contract Changes
5.1. Amendments. This Contract is issued under the authority of the Procurement Officer who
signed this Contract. The Contract may be modified only through a Contract Amendment
within the scope of the Contract. Changes to the Contract, including the addition of work
or materials, the revision of payment terms, or the substitution of work or materials,
directed by a person who is not specifically authorized by the procurement officer in writing
or made unilaterally by the Contractor are violations of the Contract and of applicable law.
Uniform Terms and Conditions Page 4 of 9
Updated: July 1,2013

Such changes, including unauthorized written Contract Amendments shall be void and
without effect, and the Contractor shall not be entitled to any claim under this Contract
based on those changes.
5.2. Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for
the performance of this contract without the advance written approval of the Procurement
Officer. The Contractor shall clearly list any proposed subcontractors and the
subcontractor's proposed responsibilities. The Subcontract shall incorporate by reference
the terms and conditions of this Contract.
5.3. Assignment and Delegation. The Contractor shall not assign any right nor delegate any
duty under this Contract without the prior written approval of the Procurement Officer. The
State shall not unreasonably withhold approval.
6. Risk and Liability
6.1. Risk of Loss: The Contractor shall bear all loss of conforming material covered under this
Contract until received by authorized personnel at the location designated in the purchase
order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for
nonconforming materials shall remain with the Contractor regardless of receipt.
6.2. Indemnification
6.2.1. ContractorNendor Indemnification (Not Public Agency) The parties to this
contract agree that the State of Arizona, its departments, agencies, boards and
commissions shall be indemnified and held harmless by the contractor for the
vicarious liability of the State as a result of entering into this contract. However,
the parties further agree that the State of Arizona, its departments, agencies,
boards and commissions shall be responsible for its own negligence. Each party
to this contract is responsible for its own negligence.
6.2.2. Public Agency Language Only Each party (as Inderrmitor, agrees to indemnify,
defend, and hold harmless the other party (as lindemnited) 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."
6.3. Indemnification - Patent and Copyright. The Contractor shall indemnify and hold harmless
the State against any liability, including costs and expenses, for infringement of any
patent, trademark or copyright arising out of Contract performance or use by the State of
materials furnished or work performed under this Contract. The State shall reasonably
notify the Contractor of any claim for which it may be liable under this paragraph. If the
contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this section shall not
apply.
6.4. Force Maieure.
6.4.1 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; war; riots; strikes;
mobilization; labor disputes; civil disorders; fire; flood; lockouts; injunctions-
intervention-acts; or failures or refusals to act by government authority; and other
similar occurrences beyond the control of the party declaring force majeure which
such party is unable to prevent by exercising reasonable diligence.
Uniform Terms and Conditions Page 5 of 9
Updated: July 1,2013

6.4.2. Force Majeure shall not include the following occurrences:
6.4.2.1. Late delivery of equipment or materials caused by congestion at a
manufacturer's plant or elsewhere, or an oversold condition of the
market;
6.4.2.2. Late performance by a subcontractor unless the delay arises out of a
force majeure occurrence in accordance with this force majeure term and
condition; or
6.4.2.3. Inability of either the Contractor or any subcontractor to acquire or
maintain any required insurance, bonds, licenses or permits.
6.4.3. 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 results or effects
of such delay prevent the delayed party from performing in accordance with this
Contract.
6.4.4. Any delay or failure in performance by either party hereto shall not constitute
default hereunder or give rise to any claim for damages or loss of anticipated
profits if, and to the extent that such delay or failure is caused by force majeure.
6.5. Third Party Antitrust Violations. The Contractor assigns to the State any claim for
overcharges resulting from antitrust violations to the extent that those violations concern
materials or services supplied by third parties to the Contractor, toward fulfillment of this
Contract,
7. Warranties
7.1. Liens. The Contractor warrants that the materials supplied under this Contract are free of
liens and shall remain free of liens.
7.2. Quality. Unless otherwise modified elsewhere in these terms and conditions, the
Contractor warrants that, for one year after acceptance by the State of the materials, they
shall be:
7.2.1. Of a quality to pass without objection in the trade under the Contract description;
7.2.2. Fit for the intended purposes for which the materials are used;
7,2.3. Within the variations permitted by the Contract and are of even kind, quantity, and
quality within each unit and among all units;
7.2.4. Adequately contained, packaged and marked as the Contract may require; and
7.2.5. Conform to the written promises or affirmations of fact made by the Contractor.
7.3. Fitness. The Contractor warrants that any material supplied to the State shall fully
conform to all requirements of the Contract and all representations of the Contractor, and
shall be fit for all purposes and uses required by the Contract.
7.4. InspectionfTestinq. The warranties set forth in subparagraphs 7.1 through 7.3 of this
Uniform Terms and Conditions Page 6 of 9
Updated: July 1,2013

paragraph are not affected by inspection or testing of or payment for the materials by the
State.
7.5, 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.
7,6. Survival of Rights and Obligations after Contract Expiration or Termination.
7.6.1. Contractor's Representations and Warranties. All representations and warranties
made by the Contractor under this Contract shall survive the expiration or
termination hereof. In addition, the parties hereto acknowledge that pursuant to
A.R.S. § 12-510, except as provided in A.R.S. § 12-529, the State is not subject
to or barred by any limitations of actions prescribed in A.R.S., Title 12, Chapter 5.
7.6.2. Purchase Orders. The Contractor shall, in accordance with all terms and
conditions of the Contract, fully perform and shall be obligated to comply with all
purchase orders received by the Contractor prior to the expiration or termination
hereof, unless otherwise directed in writing by the Procurement Officer, including,
without limitation, all purchase orders received prior to but not fully performed and
satisfied at the expiration or termination of this Contract.
8. State's Contractual Remedies
8.1. Right to Assurance. If the State in good faith has reason to believe that the Contractor
does not intend to, or is unable to perform or continue performing under this Contract, the
Procurement Officer may demand in writing that the Contractor give a written assurance
of intent to perform. Failure by the Contractor to provide written assurance within the
number of Days specified in the demand may, at the State's option, be the basis for
terminating the Contract under the Uniform Terms and Conditions or other rights and
remedies available by law or provided by the contract.
8.2. Stop Work Order.
8.2.1. The State may, at any time, by written order to the Contractor, require the
Contractor to stop all or any part, of the work called for by this Contract for
period(s) of days indicated by the State after the order is delivered to the
Contractor. The order shall be specifically identified as a stop work order issued
under this clause. Upon receipt of the order, the Contractor shall immediately
comply with its terms and take all reasonable steps to minimize the incurrence of
costs allocable to the work covered by the order during the period of work
stoppage.
8.2.2. If a stop work order issued under this clause is canceled or the period of the order
or any extension expires, the Contractor shall resume work. The Procurement
Officer shall make an equitable adjustment in the delivery schedule or Contract
price, or both, and the Contract shall be amended in writing accordingly.
8.3. Non-exclusive Remedies. The rights and the remedies of the State under this Contract
are not exclusive.
8.4. Nonconforming Tender. Materials or services supplied under this Contract shall fully
comply with the Contract. The delivery of materials or services or a portion of the
materials or services that do not fully comply constitutes a breach of contract On delivery
of nonconforming materials or services, the State may terminate the Contract for default
under applicable termination clauses in the Contract, exercise any of its rights and
remedies under the Uniform Commercial Code, or pursue any other right or remedy
available to it
8.5. Right of Offset. The State shall be entitled to offset against any sums due the Contractor,
any expenses or costs incurred by the State, or damages assessed by the State
Uniform Terms and Conditions Page 7 of 9
Updated: July 1,2013

concerning the Contractor's non-conforming performance or failure to perform the
Contract, including expenses, costs and damages described in the Uniform Terms and
Conditions,
9. Contract Termination
9.1. 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.
9.2. 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 or securing the Contract, an
amendment to the Contract, or favorable treatment concerning the Contract, including the
making of any determination or decision about contract performance. The State, in
addition to any other rights or remedies, shall be entitled to recover exemplary damages
in the amount of three times the value of the Gratuity offered by the Contractor.
9.3, Suspension or Debarment. The State may, by written notice to the Contractor,
immediately terminate this Contract if the State determines that the Contractor has been
debarred, suspended or otherwise lawfully prohibited from participating in any public
procurement activity, including but not limited to, being disapproved as a subcontractor of
any public procurement unit or other governmental body. Submittal of an offer or
execution of a contract shall attest that the contractor is not currently suspended or
debarred. If the contractor becomes suspended or debarred, the contractor shall
immediately notify the State.
9.4. Termination for Convenience. The State reserves the right to terminate the Contract, in
whole or in part at any time when in the best interest of the State, without penalty or
recourse. Upon receipt of the written notice, the Contractor shall stop all work, as
directed in the notice, notify all subcontractors of the effective date of the termination and
minimize all further costs to the State. In the event of termination under this paragraph,
all documents, data and reports prepared by the Contractor under the Contract shall
become the property of and be delivered to the State upon demand. The Contractor shall
be entitled to receive just and equitable compensation for work in progress, work
completed and materials accepted before the effective date of the termination. The cost
principles and procedures provided in A.A.C. R2-7-701 shall apply.
9.5. Termination for Default.
9.5.1. in addition to the rights reserved in the contract, the State may terminate the
Contract in whole or in part due to the failure of the Contractor to comply with any
term or condition of the Contract, to acquire and maintain all required insurance
policies, bonds, licenses and permits, or to make satisfactory progress in
performing the Contract. The Procurement Officer shall provide written notice of
the termination and the reasons for it to the Contractor.
9.5.2. Upon termination under this paragraph, all goods, materials, documents, data
and reports prepared by the Contractor under the Contract shall become the
property of and be delivered to the State on demand.
9.5.3. The State may, upon termination of this Contract, procure, on terms and in the
manner that it deems appropriate, materials or services to replace those under
Uniform Terms and Conditions Page 8 of 9
Updated: July 1,2013

this Contract. The Contractor shall be liable to the State for any excess costs
incurred by the State in procuring materials or services in substitution for those
due from the Contractor.
9.6. Continuation of Performance Throuqh Termination. The Contractor shall continue to
perform, in accordance with the requirements of the Contract, up to the date of
termination, as directed in the termination notice,
10. Contract Claims
All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title
41, Chapter 23, Article 9, and rules adopted thereunder.
11. Arbitration
The parties to this Contract agree to resolve all disputes arising out of or relating to this contract
through arbitration, after exhausting applicable administrative review, to the extent required by
A.R.S. § 12-1518, except as may be required by other applicable statutes (Title 41).
12. Comments Welcome
The State Procurement Office periodically reviews the Uniform Terms and Conditions and
welcomes any comments you may have. Please submit your comments to: State Procurement
Administrator, State Procurement Office, 100 North 15 th Avenue, Suite 201, Phoenix, Arizona,
85007,
Uniform Terms and Conditions Page 9 of 9
Updated: July 1,2013