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C-86-17- INTERGOVERNMENTAL AGREEMENT ARIZONA DEPARTMENT OF HEALTH SERVICES (IGA) 150 North 18th Avenue, Suite 280 Phoenix, Arizona 85007 (602) 542-1040 Contract No. ADHS17-155910 (602) 542-1741 FAX Project Title: Nurse Family Partnership for MIECHV Begin Date: May 1, 2017 Geographic Service Area: Maricopa County Termination Date: April 30, 2022 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.: Phone: Contractor Name: Maricopa County Department of Public FAX No: Health Address: 4041 North Central, Suite 1400 E-mail: Phoenix, AZ 85012 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. ADHS17-155910 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 Denny Barney, Chairman, Board of Supervisors 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 Date Signature of Person Authorized to Sign Date Assistant Attorney General: Print Name and Title Maricopa County Attorney's Office ATTEST:______________________________ Page 1 of 27 Clerk of the Board CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 TERMS AND CONDITIONS 1. Definition of Terms. As used in this Contract, the terms listed below are defined as follows: 1.1 “Attachment” means any document attached to the Contract and incorporated into the Contract. 1.2 “ADHS” means Arizona Department of Health Services. 1.3 “Budget Term” means the period of time for which the contract budget has been created and during which funds should be expended. 1.4 “Change Order” means a written order that is signed by a Procurement Officer and that directs the Contractor to make changes authorized by the Uniform Terms and Conditions of the Contract. 1.5 “Contract” means the combination of the Uniform and Special Terms and Conditions, the Specifications and Statement or Scope of Work, Attachments, Referenced Documents, any Contract Amendments and any terms applied by law. 1.6 “Contract Amendment” means a written document signed by the Procurement Officer and the Contractor that is issued for the purpose of making changes in the Contract. 1.7 “Contractor” means any person who has a Contract with the Arizona Department of Health Services. 1.8 “Cost Reimbursement” means a contract under which a contractor is reimbursed for costs, which are reasonable, allowable and allocable in accordance with the contract terms and approved by ADHS. 1.9 “Days” means calendar days unless otherwise specified. 1.10 “Fixed Price” establishes a set price per unit of service. The set price shall be based on costs, which are reasonable, allowable and allocable. 1.11 “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. 1.12 “Materials” unless otherwise stated herein, means all property, including but not limited to equipments, supplies, printing, insurance and leases of property. 1.13 “Procurement Officer” means the person duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract. 1.14 “Purchase Order” means a written document that is signed by a Procurement Officer, that requests a vendor to deliver described goods or services at a specific price and that, on delivery and acceptance of the goods or services by ADHS, becomes an obligation of the State. 1.15 “Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor. 1.16 “Subcontract” means any contract, express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or any service required for the performance of this Contract. 1.17 “State” means the State of Arizona and/or the ADHS. For purposes of this Contract, the term “State” shall not include the Contractor. Page 2 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 TERMS AND CONDITIONS 2. Contract Type. This Contract shall be: 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 Parol Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document. 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 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 Page 3 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 TERMS AND CONDITIONS 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 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 Page 4 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 TERMS AND CONDITIONS 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. 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. Page 5 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 TERMS AND CONDITIONS 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. 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. Page 6 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 TERMS AND CONDITIONS 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. 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. Page 7 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 TERMS AND CONDITIONS 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. 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 Page 8 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 TERMS AND CONDITIONS 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 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. Page 9 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 TERMS AND CONDITIONS 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. 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. Page 10 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 TERMS AND CONDITIONS 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. 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 Page 11 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 TERMS AND CONDITIONS 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. Authorization for Services Authorization for purchase of services under this Contract shall be made only upon ADHS issuance of a Purchase Order that is signed by an authorized agent. The Purchase Order will indicate the Contract number and the dollar amount of funds authorized. The Contractor shall only be authorized to perform services up to the amount on the Purchase Order. ADHS shall not have any legal obligation to pay for services in excess of the amount indicated on the Purchase Order. No further obligation for payment shall exist on behalf of ADHS unless a) the Purchase Order is changed or modified with an official ADHS Procurement Change Order, and/or b) an additional Purchase Order is issued for purchase of services under this Contract. 18. Health Insurance Portability and Accountability Act of 1996 (HIPAA) 18.1. The Contractor warrants that it is familiar with the requirements of HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (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. 18.2. If requested by the ADHS Procurement Office, Contractor agrees to sign a “Pledge To Protect Confidential Information” and to abide by the statements addressing the creation, use and disclosure of confidential information, including information designated as protected health information and all other confidential or sensitive information as defined in policy. In addition, if requested, Contractor agrees to attend or participate in HIPAA training offered by ADHS or to provide written verification that the Contractor has attended or participated in job related HIPAA training that is: (1) intended to make the Contractor proficient in 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. 19. Comments Welcome The ADHS Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any comments you may have. Please submit your comments to: ADHS Procurement Administrator, Arizona Department of Health Services, 150 North 18 th Avenue, Suite 280, Phoenix, Arizona 85007. 20. Data Universal Numbering System (DUNS) Requirement For federal funding, pursuant to 2 CFR 25.100 et seq., no entity (defined as a Governmental organization, which is a State, local government, or Indian tribe; foreign public entity; domestic or foreign nonprofit organization; domestic or foreign for-profit organization; or Federal agency, but only as a subrecipient under an award or Page 12 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 TERMS AND CONDITIONS subaward to a non-Federal entity) may receive a subaward from ADHS unless the entity provides its Data Universal Numbering System (DUNS) Number to ADHS. 21. The Federal Funding Accountability and Transparency Act (FFATA or Transparency Act - P.L.109-282, as amended by section 6202(a) of P.L. 110-252), 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. 22. Contracting; Procurement; Investment; Prohibitions 22.1. A public entity may not enter into a contract with a company to acquire or dispose of services, supplies, information technology or construction unless the contract includes a written certification that the company is not currently engaged in, and agrees for the duration of the contract to not engage in, a boycott of Israel. 22.2. A public entity may not adopt a procurement, investment or other policy that has the effect of inducing or requiring a person or company to boycott Israel. Page 13 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 SCOPE OF WORK 1. Definitions 1.1. “ADE” refers to the Arizona Department of Education. 1.2. “ADES” refers to Arizona Department of Economic Security. 1.3. “ADHS” refers to Arizona Department of Health Services. 1.4. “ADHS Evaluators” refers to the internal and external evaluators working for ADHS on the Maternal, Infant, and Early Childhood Home Visiting Program. 1.5. “AZETO” refers to the Arizona Efforts to Outcomes; Efforts to Outcomes is the Arizona Coordinated Home Visitation Data Management System. 1.6. “ACA” refers to Affordable Care Act. 1.7. “BWCH” refers Bureau of Women's and Children's Health. 1.8. “Benchmark” for the purpose of this document means the Benchmarks laid out by Health Resources Service Administration (HRSA) in the Supplemental Information Request and further clarified in the Updated Plan. This definition includes any updates HRSA makes to these Benchmarks. This includes all the constructs which are parts of the Benchmarks. 1.9. “CHAA” refers to Community Health Analysis Area. A geographical unit of measurement identified by the ADHS Bureau of Public Health Statistics for disease surveillance and built from US 2000 Census Block Groups. 1.10. “Capacity” for the purpose of this document is defined by the federal funder as the total number of families that can be served at any point and time by a Local Implementing Agency and is determined by the number of contracted Family Support Specialists or Home Visitors. 1.11. “CQI” refers to Continuous Quality Improvement. 1.12. “DHHS” refers to Department of Health and Human Services. 1.13. “FTE” refers to Full Time Equivalent staffing positions. 1.14. “HRSA” refers to Health Resources and Services Administration. 1.15. “IALT” refers to Interagency Leadership Team. 1.16. “ITCA” refers to Inter Tribal Council of Arizona. 1.17. “LIA” refers to the Local Implementing Agency(ies) in which the Maricopa County Department of Public Health contracts to for the implementation and delivery of services of the Nurse Family Partnership program with Maternal, Infant and Early Childhood Home Visiting grant funding. 1.18. “MCDPH” refers to Maricopa County Department of Public Health. 1.19. “MIECHV” refers to Maternal, Infant and Early Childhood Home Visiting. 1.20. “Model” refers to the Nurse Family Partnership model as outlined by Nurse Family Partnership. 1.21. “NFP” refers to Nurse Family Partnership. Page 14 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 SCOPE OF WORK 1.22. “Program Manager” refers to the ADHS Maternal, Infant, and Early Childhood Home Visiting Program Manager. 1.23. “Site” refers to a location offering Nurse Family Partnership under this Agreement. 1.24. “Target CHAAs” are the CHAAs outlined in this Agreement for receiving services and additional CHAAs as approved by the Program Manager and ADHS. 1.25. “Updated Plan” refers to the State Updated Plan and any of its updates. 2. Background 2.1. ADHS BWCH supports efforts to improve the health of Arizona women and children. Within BWCH, the Office of Children's Health supports the increased focus within the state and nation on the importance of early childhood programs. It also supports enhanced integration of existing children’s programs both within ADHS and among other state and federal agencies and our outside partners. The Office of Children’s Health within the Bureau administers the ACA MIECHV federal grant funded by HRSA. The MIECHV program is funded entirely through federal funds. 2.2. The goal of the MIECHV Program is to deliver evidence based home visiting models to communities identified to be at risk through the Needs Assessment developed as a requirement for the grant. HRSA commissioned a study by Mathematic to determine which models of home visiting were considered evidence based. Based on these findings, HRSA determined which models would be eligible for funding. It was then up to the states to determine which of the evidence based models fit their needs. 2.3. In October 2009, the Arizona Early Childhood Development and Health Board, also known as First Things First, along with ADHS, ADES, and ADE and community providers of home visiting services convened an Early Childhood Home Visiting Task Force (Task Force). 2.4. The purpose of the Task Force was to define a system-wide strategy for the future development and delivery of quality home visiting services throughout Arizona. After several focused meetings, the Task Force produced a plan, titled The Vision for Early Childhood Home Visiting Services in Arizona. The Plan hoped to provide a pathway for delivery of consistent, high quality home visiting services in the context of Arizona’s statewide early childhood development and health system. 2.5. While the Task Force was a start for Arizona; when the ACA MIECHV statute was passed, the ADHS called together the state agencies that provide early childhood home visiting to begin work on the grant opportunity. This group includes representation from the Title V agency and the state’s Single State Agency for Substance Abuse, which are housed within ADHS; the state’s Head Start Collaboration Director, the ADE; the state’s Title II agency, ADES; which serves as the state’s child care and child welfare agency; ITCA and senior management from Arizona’s Early Childhood Development and Health Board. This group is now referred to as the IALT. These agencies are Early Childhood Comprehensive System stakeholders as well and several members serve on Project LAUNCH’s State Advisory Council. 2.6. The IALT committed to work together on the process of developing a statewide system of evidence based home visiting. This collaborative decision making guided the needs assessment process, the development of the Updated Plan and built on the earlier plan for early childhood home visiting in a concerted effort to best serve the most at risk families of Arizona. This agreement seeks to implement the actions and measures discussed in the Updated Plan and subsequent grant applications. 2.7. The evidence based models chosen for implementation as part of this plan were Healthy Families and NFP. Once a community is selected by the IALT to receive evidence based home visiting, a meeting is held in the local community, At the meeting the community has input and in fact makes the decision on which model will be implemented based on the their needs and resources. In the target CHAAs in Maricopa, the local communities chose to implement Healthy Families and NFP. Page 15 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 SCOPE OF WORK 3. Objective To provide evidence based home visiting services through the NFP model to eligible women in target areas of Maricopa County, and to evaluate the process and outcome of implementation of the model. 4. Scope of Service 4.1. The Contractor shall: 4.1.1. Provide a home visitation program delivering the NFP model to pregnant women and young children in targeted communities; 4.1.2. Partner with other authorized providers of NFP in Maricopa County to implement the program based on the potential volume of women to be enrolled; 4.1.3. Collect and report all required data including, but not limited to, the requirements outlined in the Updated State Plan and subsequent Grant applications; 4.1.4. Participate in ongoing evaluation, monitoring, and CQI activities through the ADHS evaluators; 4.2. Target CHAAs under this Agreement include the following: 4.2.1. Camelback East, 4.2.2. Alhambra, 4.2.3. Central City, 4.2.4. Glendale Central, 4.2.5. Mesa East, 4.2.6. Mesa West, 4.2.7. Avondale, 4.2.8. Estrella, 4.2.9. Glendale North, 4.2.10. Glendale West, 4.2.11. Surprise; and 4.3. Additional CHAAs can be included under this Agreement when decided upon by ADHS prior to implementation and based on the needs. 5. Tasks The Contractor shall: 5.1. Develop and update the implementation plan annually. The plan shall include, but not limited to, activities or strategies and schedules for: 5.1.1. Working with the national model developer and a description of the technical assistance and support to be provided through the national model; Page 16 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 SCOPE OF WORK 5.1.2. Recruiting, hiring, and retaining appropriate staff for all positions including the number of positions to be hired; 5.1.3. Ensuring quality clinical supervision and reflective practice for all home visitors and supervisors; 5.1.4. Obtaining the curriculum or other materials needed to implement the NFP with fidelity; 5.1.5. Providing initial and ongoing training and professional development activities including a description of how and what type of training will be provided by or through the Contractor and/or the model developer; 5.1.6. Identifying, screening, and recruiting participants; 5.1.7. Conducting individualized assessments of participant families including a description of what assessments will be used and how services will be provided in accordance with those individual assessments; 5.1.8. Assuring that client’s participation in the services is voluntary; 5.1.9. Assuring that priority will be given to serve eligible participants who fall under one of the following categories: 5.1.9.1. Have low incomes, 5.1.9.2. Are pregnant women who have not attained age twenty-one (21), 5.1.9.3. Have a history of child abuse or neglect or have had interactions with child welfare services, 5.1.9.4. Have a history of substance abuse or need substance abuse treatment, 5.1.9.5. Are users of tobacco products in the homes, 5.1.9.6. Have, or have children with low student achievement, 5.1.9.7. Have children with developmental delays or disabilities, or 5.1.9.8. Are in families that include individuals who are serving or have formerly served in the armed forces, including families that have members of the armed forces who have had multiple deployments outside of the United States; 5.1.10. Estimating and tracking the number of families served monthly and annually; 5.1.11. Minimizing the attrition rates for participants enrolled in the program by maintaining no more than thirty-five percent (35%) attrition; 5.1.12. Estimating a timeline to reach maximum caseload in each location and maintaining program capacity no less than eight-five percent (85%); 5.1.13. Operationalizing the coordination between the proposed home visiting program(s) and other existing programs and resources in those communities, especially regarding health, mental health, early childhood development, substance abuse, domestic violence prevention, child maltreatment prevention, child welfare, education, and other social and health services; 5.1.14. Estimate a system of referrals for families with identified needs, including follow up to ensure referred services were received; Page 17 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 SCOPE OF WORK 5.1.15. Developing, maintaining and updating a list of collaborative public and private partners; 5.1.16. Monitoring data for quality; 5.1.17. Measuring family satisfaction with visits; 5.1.18. Participating in the MIECHV CQI committee; 5.1.19. Anticipating challenges to maintaining quality and fidelity, and responding to the issues identified; 5.1.20. Describing data collection instruments, data entry, management of case notes, and data quality assurance process; and 5.1.21. Working with ADHS evaluation team in the external evaluation of the MIECHV program in Arizona, 5.2. Implement the NFP model and provide home visits: 5.2.1. Implement the plans referenced above, reporting progress and any changes to ADHS as discussed in the monthly progress and annual report; 5.2.2. Ensure program implementation and set-up period in new areas within ninety (90) days upon approval by ADHS; 5.2.3. Work with the national model developer(s) to ensure fidelity to the model; 5.2.4. Provide NFP in accordance with the specifications of the national model; 5.2.5. Maintain NFP accreditation; 5.2.6. Recruit, hire, train, and retain appropriate staff for all positions; 5.2.7. Ensure high quality clinical supervision and reflective practice for all home visitors and supervisors; 5.2.8. Obtain the curriculum or other materials needed; 5.2.9. Provide initial and ongoing training and professional development activities to the local implementing agencies, or obtained from the national model developer; 5.2.10. Identify and recruit participants, maintaining program goal of no less than eighty-five percent (85%) capacity. Caseload capacity total for this Agreement is 300 with 187 caseload capacity for MCDPH and 113 caseload capacity for LIA; 5.2.11. Conduct individualized assessments of participant families and provide services in accordance with those individual assessments; 5.2.12. Provide services to eligible families on a voluntary basis; 5.2.13. Give priority to serve eligible participants who fall under one of the following categories 5.2.13.1. Have low incomes, 5.2.13.2. Are pregnant women who have not attained age twenty-one (21), 5.2.13.3. Have a history of child abuse or neglect or have had interactions with child welfare services, Page 18 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 SCOPE OF WORK 5.2.13.4. Have a history of substance abuse or need substance abuse treatment, 5.2.13.5. Are users of tobacco products in the home, 5.2.13.6. Have, or have children with, low student achievement, 5.2.13.7. Have children with developmental delays or disabilities, or 5.2.13.8. Are in families that include individuals who are serving or have formerly served in the armed forces, including such families that have members of the armed forces who have had multiple deployments outside of the United States; 5.2.14. Minimize the attrition rates for participants enrolled in the program by maintaining no more than thirty-five percent (35%) attrition; 5.2.15. Coordinate the proposed home visiting program(s) and other existing programs and resources in those communities, especially regarding health, mental health, early childhood development, substance abuse, domestic violence prevention, child maltreatment prevention, child welfare, education, and other social and health services; 5.2.16. Develop partnerships with above mentioned entities; 5.2.17. Establish a list of collaborative public and private partners; 5.2.18. Provide referrals to community resources for families with identified need(s); 5.2.19. Collect and provide data to ADHS Evaluation team, and participate in CQI including, but not limited to: 5.2.19.1. Entering into a Data Sharing Agreement with ADHS to provide needed data, 5.2.19.2. Tracking the referred services received or document the reasons why the services were not received, 5.2.19.3. Collecting all data as required by ADHS for this program as per the Updated State Plan and any revised plans (including data and evaluation plans developed for the MIECHV program) and submit all data to the ADHS evaluation team, and when applicable to cross site evaluation team, 5.2.19.4. Measuring client satisfaction with home visiting service, 5.2.19.5. Participating in CQI committee, 5.2.19.6. Working with ADHS Evaluators to modify data collection forms or provide additional information to capture all required data including benchmarks and demographics required for MIECHV program, and 5.2.19.7. Ensuring that all of the Program forms and visit notes are kept in a locked location and are transported in a locked file, 5.3. Meet program and report requirements including, but not limited to: 5.3.1. Be responsive and ensure timely response to ADHS Program Managers and Evaluators to any request for clarification, documentation, reports and/or any questions regarding program implementation and evaluation; Page 19 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 SCOPE OF WORK 5.3.2. Ensure that all required staff attend ADHS sponsored meetings, trainings, and conference calls and/webinars as directed; 5.3.3. Provide additional information and data when requested by the ADHS Program Manager or by the Evaluators in the format and medium requested; 5.3.4. Submit invoices for services on a monthly basis; 5.3.5. Submit required reports on a monthly basis (see Deliverables) in compliance with federal reporting requirements; 5.3.6. Work with the other home visiting providers in the community to ensure that clients are enrolled in the program that best meets their needs and ensure that there are selection criteria and standardized processes for referring families from one (1) program to another. 5.3.7. Provide a detailed description of the other funded programs, if Contractor/subcontractor has another Contract, Grant, or Subcontract that administers and/or provides a similar home visiting program in the targeted service area or adjoining service areas, including staffing, funding source and clearly identify how the program(s) will not duplicate services and/or home visiting services to the targeted communities that are being proposed through the ADHS Home Visiting Program. It shall also state how the two (2) separate funding sources will be tracked; 5.4. Complete Agreement monitoring of each LIA bi-annually which includes the following components: 5.4.1. Programmatic Quality Assurance: 5.4.1.1. Submit completed and accurate monthly reports, 5.4.1.2. Provide high quality clinical supervision and reflective practice for home visitors and supervisors in accordance with model requirements, 5.4.1.3. Ensure all LIA sites are utilizing a model approved curriculum, 5.4.1.4. Ensure home visitors are receiving model-specific initial and ongoing training as required by the national model developers, 5.4.1.5. Ensure enrolled clients are appropriately identified, screened, and consent forms, if applicable, are signed and on file, 5.4.1.6. Participate in monthly CQI calls and reporting by LIA site supervisors and/or an individual identified by the site supervisors, and 5.4.1.7. Ensure all LIA sites maintain fidelity to the model; 5.4.2. Administrative Quality Assurance: 5.4.2.1. Complete annual inventory with items reported to ADHS, 5.4.2.2. Save I-9 forms on file for all program staff, 5.4.2.3. Enter and clean data in accordance with this Agreement, 5.4.2.4. Obtain pre- approval from ADHS for trainings that paid with MIECHV funds, Page 20 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 SCOPE OF WORK 5.4.2.5. Obtain approval from ADHS prior to production of materials created utilizing MIECHV funding and they shall include ADHS and Strong Families AZ Logos, and funded language accordingly, and 5.4.2.6. Provide pandemic plan in writing; 5.4.3. Fiscal Quality Assurance: 5.4.3.1. Audit expenditures incurred during a quarter of the federal fiscal year to ensure all purchases are allowable in accordance to the MIECHV grant, 5.4.3.2. Submit a copy of the report to MIECHV Program Manager on an annual basis, 5.4.3.3. Submit back up documentations for invoices provided, and 5.4.3.4. Submit invoices timely; 5.5. Provide a copy of policies and procedures for Agreement monitoring compliance; and 5.6. Participate in statewide CQI committee meetings including monthly meetings, reporting, and projects as requested by the LIA Site Supervisors or site identified individual. 6. Deliverables The Contractor shall deliver the following to ADHS: 6.1. Implementation Plan: 6.1.1. An updated implementation plan is due by the end of the first forty-five (45) days of Agreement execution; and 6.1.2. Report any changes to the implementation plan prior to implementing revised plan, 6.2. Monthly Invoices: 6.2.1. Monthly invoices are due within twenty-one (21) days following the end of the service month; and 6.2.2. Include all information on invoices. For staff training beyond what is required by the model, documentation of attendance shall be provided including a Certificate of Attendance and written pre-approval from ADHS, 6.3. Monthly Progress: 6.3.1. Monthly Progress Reports due within twenty-one (21) calendar days following the end of each month using the ADHS provided form; 6.3.2. Monthly progress reports that shall include a brief narrative of key achievements and any issues with funded sites. The monthly report shall outline successes and challenges including, but not limited to: 6.3.2.1. Current number of active families, 6.3.2.2. Current number of outreach families, 6.3.2.3. Number of new families enrolled during the reporting month, Page 21 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 SCOPE OF WORK 6.3.2.4. Number of families to disengage in service during the reporting month, 6.3.2.5. Total number of home visits, 6.3.2.6. Number of MIECHV funded FTE home visitors, supervisors, and other staff currently employed, and number of vacancies, 6.3.2.7. Reason for families to disengage in services, 6.3.2.8. Sources referrals are received from and conversion to enrollment, 6.3.2.9. Referral to other community services, and 6.3.2.10. Narratives on: 6.3.2.10.1. Family recruitment and retention success and challenges; 6.3.2.10.2. Staff recruitment; 6.3.2.10.3. Staff training and supervision; and 6.3.2.10.4. Community Collaboration and Outreach, 6.3.3. The name, phone numbers, and resume of program staff if replaced, within twenty-one (21) days of hire, 6.4. Annual Reports: 6.4.1. An annual report at the time specified in the reporting plan shall include: 6.4.1.1. Update on work-to-date with national model developer(s) and a description of the technical assistance and support provided to-date through the national model(s), 6.4.1.2. Based on the timeline provided in Updated State Plan, an update on securing curriculum and other materials needed for the home visiting program, 6.4.1.3. Update on training and professional development activities obtained from the national model developer, or provided by the State or the implementing local agencies, 6.4.1.4. Update on staff recruitment, hiring, training, and retention for all positions including subcontracts, 6.4.1.5. Update on participant recruitment and retention efforts, 6.4.1.6. Family satisfaction with visit information, 6.4.1.7. Status of home visiting program caseload within each at-risk community, 6.4.1.8. Update on the coordination between home visiting program(s) and other existing programs and resources in those communities including, but not limited to: 6.4.1.8.1. Health; 6.4.1.8.2. mental health; Page 22 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 SCOPE OF WORK 6.4.1.8.3. early childhood development; 6.4.1.8.4. substance abuse; 6.4.1.8.5. domestic violence prevention; 6.4.1.8.6. child maltreatment prevention; 6.4.1.8.7. child welfare, education; and 6.4.1.8.8. and other social and health services, 6.4.1.9. A discussion of challenges, both experienced and anticipated, to maintaining quality and fidelity of each home visiting program, and the response to the issues identified, 6.5. Data: 6.5.1. Provide data to the ADHS evaluator and any cross site evaluation team within the timeframe outlined in the data and evaluation plans and latest revisions thereof. This includes all individual- level benchmarks, demographic and service-utilization data on the participants in the program, which shall at least meet the federal requirements for individual-level data including, but not limited to: 6.5.1.1. Family’s participation rate in the home visiting program including, but not limited to, number of sessions/number of possible sessions and duration of sessions, 6.5.1.2. Demographic data for the participant child(ren), pregnant woman, expectant father, parent(s), or primary caregiver(s) receiving home visiting services including: child’s gender, age of all (including age in month for child) at each data collection point and racial and ethnic background of all participants in the family, 6.5.1.3. Participant child’s exposure to languages other than English, and family linguistic isolation, 6.5.1.4. Which, if any, priority populations the child or family belongs to, 6.5.1.5. Family socioeconomic indicators including, but not limited to, family income and employment status, 6.5.1.6. Referrals made, 6.5.1.7. Referred services were received and, if not, what was the barrier and what are the next steps, 6.5.1.8. Information required and identified in the benchmark section of the Updated Plan and latest revisions thereof, the data and evaluation plans, and federal reporting requirements, and 6.5.1.9. Additional information as requested by the federal funder; 6.5.2. Supply data to the AZETO within two (2) weeks of data collection; and 6.5.3. Clean data in accordance with the most current cleaning schedule, 6.6. A copy of all sub-recipient contracts for MIECHV funded NFP sites within thirty (30) days of Agreement execution, Page 23 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 SCOPE OF WORK 6.7. A copy of all annual site reviews for MIECHV funded NFP sites within sixty (60) days of completion of site review, 6.8. Aa copy of bi-annual Agreement monitoring summaries within sixty (60) days upon completion, and 6.9. Annual submission of the Federal Funding Accountability and Transparency Act of 2006 (FFATA) report within forty-five (45) days of purchase order execution. 7. Requirements 7.1. The Contractor shall maintain NFP accreditation, 7.2. The Contractor shall meet all requirements of NFP to implement the model with fidelity and maintain fidelity to the model, 7.3. If the Contractor/subcontractor has another Contract, Grant, or Subcontract that administers and/or provides a similar home visiting program in the targeted service area or adjoining service areas, provide a detailed description of the other funded programs including staffing, funding source and clearly identify how the program(s) will not duplicate services and/or home visiting services to the targeted communities that are being proposed through the ADHS Home Visiting Program. 7.3.1. State how the two (2) separate funding sources will be tracked; and 7.3.2. Provide a written plan to ADHS as how the Contractor will divide work with the Sub-Contractors, and which entity will be serving which areas, and 7.4. This program is fully funded by Federal funds so the DHHS Appropriation Act requirements shall be followed. The DHHS Appropriations Act requires that when issuing statements, press releases, requests for proposals, bid solicitations, and other documents describing projects or programs funded in whole or in part with Federal money, all grantees receiving Federal funds including, but not limited to, State and local governments, shall clearly state the percentage of the total costs of the program or project which will be financed with Federal money, the dollar amount of Federal funds for the project or program, and percentage and a dollar amount of the total costs of the project or program that will be financed by non-governmental sources. 8. Approvals The following items require review and approval by ADHS: 8.1. Monthly Contractor’s Expenditure Report (invoice/CER) prior to payment; 8.2. Monthly Report; 8.3. All marketing or educational materials, and promotional items, media or forms including, but not limited to, brochures, posters, publications or journal articles developed using funds awarded under this Agreement prior to printing. 8.3.1. All marketing or educational materials shall bear the following: “Funded in part by the Bureau of Women’s and Children’s Health as made available through the Arizona Department of Health Services, through the Department of Health and Human Services, Maternal, Infant and Early Childhood Home Visiting Program.”; and 8.4. Before expansion to any new sites or expansion of existing sites. Page 24 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 SCOPE OF WORK 9. Reference Documents The following documents are available from ADHS: 9.1. Supplemental Information Report; 9.2. Arizona’s Maternal, Infant and Early Childhood Updated Plan; 9.3. Data Plan; and 9.4. Forms (data and report forms as referenced above upon completion by ADHS, subject to updating). 10. Notices, Correspondence, and Reports 10.1. Notices, correspondence, reports and invoices/CERs from the contractor to ADHS shall be sent to: Arizona Department of Health Services MIECHV Program Manager 150 North 18th Avenue, Suite 320 Phoenix, Arizona. 85007-3242 Phone: 602-364-1441 Email: Jessica.stewart@azdhs.gov 10.2. Notices, correspondence, and reports (and payments if sent to same address) from ADHS to the contractor shall be sent to: Tracy Sloat, Nurse Manager, OFH Maricopa County Department of Public Health 4041 N Central Ave, Suite 700 Phoenix, Arizona 85012 Phone: 602-506-0610 Fax: 602-506-6896 Email: tracysloat@mail.maricopa.gov With a copy to: Katherine Mason, Grant/Contract Specialist Maricopa County Department of Public Health 4041 N Central Ave, Suite 700 Phoenix, Arizona 85012 Phone: 602-372-0674 Fax: 602-506-6885 Email:katherinemason@mail.maricopa.gov Page 25 of 27 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT ADHS17-155910 PRICE SHEET Nurse Family Partnership for MIECHV Program Cost Reimbursement ACCOUNT CLASSIFICATION AMOUNT Personnel $740,622.00 ERE $257,723.25 Professional & Outside Services $602,500.00 Travel Expense $18,500.00 Occupancy Expense $26,868.00 Other Operating Expense $19,050.00 Capital Outlay Expense-computers $500.00 Indirect (if authorized) $175,418.86 TOTAL $1,841,182.11 Page 26 of 27 Participation if Boycott of Israel Arizona Department of Health Services Contract No.: ADHS17-155910 PAGE 1 Office of Procurement 150 N.18th Ave., Suite 280 Description: Nurse Family Partnership for MIECHV OF 1 Phoenix, AZ 85007 All materials submitted as part of a response to a solicitation are subject to Arizona public records law and will be disclosed if there is an appropriate public records request at the time of or after the award of the contract. Recently legislation has been enacted to prohibit the state from contracting with companies currently engaged in a boycott of Israel. To ensure compliance with A.R.S. §35-393.01 This form must be completed and returned with the response to the solicitation and any supporting information to assist the State in making its determination of compliance. As defined by A.R.S. §35-393.01: 1."Boycott" means engaging in a refusal to deal, terminating business activities or performing other actions that are intended to limit commercial relations with Israel or with persons or entities doing business in Israel or in territories controlled by Israel, if those actions are taken either: (a) In compliance with or adherence to calls for a boycott of Israel other than those boycotts to which 50 United States Code section 4607(c) applies. (b) In a manner that discriminates on the basis of nationality, national origin or religion and that is not based on a valid business reason. 2. "Company" means a sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, limited liability company or other entity or business association, and includes a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate. 3. "Direct holdings" means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests. 4."Indirect holdings" means all securities of a company that are held in an account or fund, including a mutual fund, that is managed by one or more persons who are not employed by the state treasurer or a retirement system, if the state treasurer or retirement system owns shares or interests either: (a) together with other investors that are not subject to this section. (b) that are held in an index fund. 5.”Public entity" means this State, a political subdivision of this STATE or an agency, board, commission or department of this state or a political subdivision of this state. 6. ”Public fund" means the state treasurer or a retirement system. 7. "Restricted companies" means companies that boycott Israel. 8. "Retirement system" means a retirement plan or system that is established by or pursuant to title 38. All offerors must select one of the following: My company does not participate in, and agrees not to participate in during the term of the contract a boycott of Israel in accordance with A.R.S. §35-393.01. I understand that my entire response will become public record in accordance with A.A.C. R2-7-C317. My company does participate in a boycott of Israel as defined by A.R.S. §35-393.01. : By submitting this response, proposer agrees to indemnify and hold the State, its agents and employees, harmless from any claims or causes of action relating to the State’s action based upon reliance on the above representations, including the payment of all costs and attorney fees incurred by the State in defending such an action. Maricopa County Department of Public Health Company Name Signature of Person Authorized to Sign 4041 North Central Ave., Suite 1400 Denny Barney Address Printed Name Phoenix AZ 85012 Chairman, Board of Supervisors City State Zip Title Page 27 of 27