IGA RE DIETETIC INTERNSHIP PROGRAM WITH ADHS.PDF

ARIZONA DEPARTMENT OF
HEALTH SERVICES
INTERGOVERNMENTAL AGREEMENT (IGA) 1740 West Adams, Room 303
Phoenix, Arizona 85007
(602) 542-1040
Contract No. ADHS15-084210 (602) 542-1741 FAX
Project Title: Dietetic Internship Program Begin Date: October 1, 2014
Geographic Service Area: Maricopa County Termination Date: September 30, 2019
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.
FOR CLARIFICATION, CONTACT:
Arizona Transaction (Sales) Privilege:
Name:
Federal Employer Identification No.: Phone:
FAX No:
Tax License No.:
E-mail:
Contractor Name: Mancopa County Department of Public Health
Address: 4041 N Central Avenue, Suite 1400
Phoenix, Arizona 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. ADHS15-084210 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.
Signature of Person Authorized to Sign Date State of Arizona
Signed this day of , 201_
Print Name and Title
Procurement Officer
CONTRACTOR ATTORNEY SIGNATURE: RESERVED FOR USE BY THE SECRETARY OF STATE
Pursuant to A.R.S. § 11-952, the undersigned Contractor's
Attorney has determined that this Intergovernmental Agreement is
in proper form and is within the powers and authority granted Under House Bill 2011, A.R.S. § 11-952 was
under the laws of Arizona, amended to remove the requirement that
Intergovernmental Agreements be filed with the
Signature of Person Authorized to Sign Date Secretary of State.
Print Name and Title
Attorney General Contract, No. P0012014000078, which is an
Agreement between public agencies, has been reviewed pursuant
to A.R.S. § 11-952 by the undersigned Assistant Attorney
General, who has determined that It is in the proper form and is
within the powers granted under the laws of the State of Arizona
to those parties to the Agreement represented by the Attorney
General,
The Attorney General, BY:
Signature Date
Assistant Attorney General:

Contract Number INTERGOVERNMENTAL AGREEMENT
ADHS15-084210 TERMS AND CONDITIONS
1. Definition of Terms. As used in this Contract, the terms listed below are defined as follows:
1.1 "Attachment" means any document attached to the Contract and incorporated into the Contract.
1.2 "ADHS" means Arizona Department of Health Services.
1.3 "Budget Term" means the period of time for which the contract budget has been created and during which
funds should be expended.
1.4 "Change Order" means a written order that is signed by a Procurement Officer and that directs the
Contractor to make changes authorized by the Uniform Terms and Conditions of the Contract.
1.5 "Contract" means the combination of the Uniform and Special Terms and Conditions, the Specifications and
Statement or Scope of Work, Attachments, Referenced Documents, any Contract Amendments and any
terms applied by law,
1.6 "Contract Amendment" means a written document signed by the Procurement Officer and the Contractor
that is issued for the purpose of making changes in the Contract,
1,7 "Contractor" means any person who has a Contract with the Arizona Department of Health Services.
1.8 "Cost Reimbursement" means a contract under which a contractor is reimbursed for costs, which are
reasonable, allowable and allocable in accordance with the contract terms and approved by ADHS.
1.9 "Days" means calendar days unless otherwise specified.
1.10 "Fixed Price" establishes a set price per unit of service. The set price shall be based on costs, which are
reasonable, allowable and allocable.
1.11 "Gratuity" means a payment, loan, subscription, advance, deposit of money, services, or anything of more
than nominal value, present or promised, unless consideration of substantially equal or greater value is
received,
1.12 "Materials" unless otherwise stated herein, means all property, including but not limited to equipments,
supplies, printing, insurance and leases of property.
1.13 "Procurement Officer" means the person duly authorized by the State to enter into and administer Contracts
and make written determinations with respect to the Contract.
1.14 "Purchase Order' means a written document that is signed by a Procurement Officer, that requests a
vendor to deliver described goods or services at a specific price and that, on delivery and acceptance of the
goods or services by ADHS, becomes an obligation of the State.
1.15 "Services" means the furnishing of labor, time or effort by a Contractor or Subcontractor.
1.16 "Subcontract" means any contract, express or implied, between the Contractor and another party or
between a subcontractor and another party delegating or assigning, in whole or in part, the making or
furnishing of any material or any service required for the performance of this Contract.
1.17 "State" means the State of Arizona and/or the ADHS. For purposes of this Contract, the term "State" shall
not include the Contractor.
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ADHS15-084210 TERMS AND CONDITIONS
2. Contract Type.
This Contract shall be: (check one)
X Fixed Price
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;
3.3.4 Referenced Documents.
3.4 Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to
this Contract shall be deemed to be the employee or agent of the other party to the Contract.
3.5 Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid
shall not affect any other term or condition of the Contract.
3.6 No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their
agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or
explain any terms used in this document.
3.7 No Waiver. Either party's failure to insist on strict performance of any term or condition of the Contract
shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the
nonconforming performance knows of the nature of the performance and fails to object to it.
3.8 Headings. Headings are for organizational purposes only and shall not be interpreted as having legal
significance or meaning,
4. Contract Administration and Operation.
4.1 Term. As indicated on the signature page of the Contract, the Contract shall be effective as of the Begin
Date and shall remain effective until the Termination Date.
4.2 Contract Renewal. This Contract shall not bind, nor purport to bind, the State for any contractual
commitment in excess of the original Contract period. The term of the Contract shall not exceed five years.
However, if the original Contract period is for less than five years, the State shall have the right, at its sole
option, to renew the Contract, so long as the original Contract period together with the renewal periods does
not exceed five years. If the State exercises such rights, all terms, conditions and provisions of the original
Contract shall remain the same and apply during the renewal period with the exception of price and Scope
of Work, which may be renegotiated.
4.3 New Budget Term. If a budget term has been completed in a multi-term Contract, the parties may agree to
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ADHS15-084210 TERMS AND CONDITIONS
change the amount and type of funding to accommodate new circumstances in the next budget term. Any
increase or decrease in funding at the time of the new budget term shall coincide with a change in the
Scope of Work or change in cost of services as approved by the Arizona Department of Health Services.
4.4 Non-Discrimination. The Contractor shall comply with State Executive Order No. 2009-09 and all other
applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act.
4.5 Records and Audit. Under A.R.S. § 35-214 and A.R.S. § 35-215, the Contractor shall retain and shall
contractually require each subcontractor to retain all data and other records ("records") relating to the
acquisition and performance of the Contract for a period of five years after the completion of the Contract.
All records shall be subject to inspection and audit by the State and where applicable the Federal
Government at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all
such records.
4,6 Financial Management. For all contracts, the practices, procedures, and standards specified in and
required by the Accounting and Auditing Procedures Manual for the ADHS funded programs shall be used
by the Contractor in the management of Contract funds and by the State when performing a Contract audit.
Funds collected by the Contractor in the form of fees, donations and/or charges for the delivery of these
Contract services shall be accounted for in a separate fund,
4.6.1 Federal Funding. Contractors receiving federal funds under this Contract shall comply with the
certified finance and compliance audit provision of the Office of Management and Budget (OMB)
Circular A-133, if applicable. The federal financial assistance information shall be stated in a
Change Order or Purchase Order.
4.6.2 State Funding. Contractors receiving state funds under this Contract shall comply with the certified
compliance provisions of A.R.S. § 35-181.03.
4.7 Inspection and Testing. The Contractor agrees to permit access, at reasonable times, to its facilities.
4,8 Notices. Notices to the Contractor required by this Contract shall be made by the State to the person
indicated on the signature page by the Contractor, unless otherwise stated in the Contract. Notices to the
State required by the Contract shall be made by the Contractor to an ADHS Procurement Officer, unless
otherwise stated in the Contract. An authorized ADHS Procurement Officer and an authorized Contractor
representative may change their respective person to whom notice shall be given by written notice, and an
amendment to the Contract shall not be necessary.
4,9 Advertising and Promotion of Contract, The Contractor shall not advertise or publish information for
commercial benefit concerning this Contract without the prior written approval of an ADHS Procurement
Officer.
4.10 Property of the State.
4.10.1 Equipment. Except as provided below or otherwise agreed to by the parties, the title to any and all
equipment acquired through the expenditure of funds received from the State shall remain the
property of the State by and through the ADHS and, as such, shall remain under the sole direction,
management and control of the ADHS. When this Contract is terminated, the disposition of all
such property shall be determined by the ADHS. For Fixed Price contracts, when the Contractor
provides the services/materials required by the Contract, any and all equipment purchased by the
Contractor remains the property of the Contractor. All purchases of equipment need to be reported
to the ADHS Office of Inventory Control.
4.10.2 Title and Rights to Materials. As used in this section, the term "Materials' means all products
created or produced by the Contractor under this Contract, including, but not limited to: written and
electronic information, recordings, reports, research, research findings, conclusions, abstracts,
results, software, data and any other intellectual property or deliverables created, prepared, or
received by the Contractor in performance of this Contract. Contractor acknowledges that all
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Materials are the property of the State by and through the ADHS and, as such, shall remain under
the sole direction, management and control of the ADHS. The Contractor is not entitled to a patent
or copyright on these Materials and may not transfer a patent or copyright on them to any other
person or entity. To the extent any copyright in any Materials may originally vest in the Contractor,
the Contractor hereby irrevocably transfers to the ADHS, for and on behalf of the State, all
copyright ownership. The ADHS shall have full, complete and exclusive rights to reproduce,
duplicate, adapt, distribute, display, disclose, publish, release and otherwise use all Materials. The
Contractor shall not use or release these Materials without the prior written consent of the ADHS.
When this Contract is terminated, the disposition of all such Materials shall be determined by the
ADHS. Further, the Contractor agrees to give recognition to the ADHS for its support of any
program when releasing or publishing program Materials.
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.
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.
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.
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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 36 and 41, net 30 days. Upon
receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate
Contractor's Expenditure Report for payment from the State within thirty (30) days, as provided in the
Accounting and Auditing Procedures Manual for the ADHS.
5.2 Recoupment of Contract Payments.
5.2.1 Unearned Advanced Funds. Any unearned State funds that have been advanced to the Contractor
and remain in its possession at the end of each budget term, or at the time of termination of the
Contract, shall be refunded to the ADHS within forty-five (45) days of the end of a budget term or of
the time of termination.
5.2.2 Contracted Services. In a fixed price contract, if the number of services provided is less than the
number of services for which the Contractor received compensation, funds to be returned to the
ADHS shall be determined by the Contract price. Where the price is determined by cost per unit of
service or material, the funds to be returned shall be determined by multiplying the unit of service
cost by the number of services the Contractor did not provide during the Contract term. Where the
price for a deliverable is fixed, but the deliverable has not been completed, the Contractor shall be
paid a pro rata portion of the completed deliverable. In a cost reimbursement contract, the ADHS
shall pay for any costs that the Contractor can document as having been paid by the Contractor
and approved by ADHS. In addition, the Contractor will be paid its reasonable actual costs for
work in progress as determined by Generally Accepted Accounting Procedures up to the date of
contract termination.
5.2.3 Refunds. Within forty-five (45) days after the end of each budget term or of the time of termination
of the Contract, the Contractor shall refund the greater of: i) the amount refundable in accordance
with paragraph 4.2.1, Unearned Advanced Funds; or ii) the amount refundable in accordance with
paragraph 5.2.2, Contracted Services.
5,2.4 Unacceptable Expenditures. The Contractor agrees to reimburse the ADHS for all Contract funds
expended, which are determined by the ADHS not to have been disbursed by the Contractor in
accordance with the terms of this Contract, The Contractor shall reimburse ADHS within 45 days
of the determination of unacceptability.
5.3 Unit Costs/Rates or Fees. Unit costs/rates or fees shall be based on costs, which are determined by ADHS
to be reasonable, allowable and allocable as outlined in the Accounting and Auditing Procedures Manual
for the ADHS.
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ADHS15-084210 TERMS AND CONDITIONS
5,4 Aopiicable Taxes,
5.4.1 State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state
and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the
responsibility of the seller to remit. Failure to collect taxes from the buyer does not relieve the
seller from its obligation to remit taxes.
5.4.2 Tax Indemnification. The Contractor and all subcontractors shall pay all federal, state and local
taxes applicable to its operation and any persons employed by the Contractor. Contractor shall
require all subcontractors to hold the State harmless from any responsibility for taxes, damages
and interest, if applicable, contributions required under Federal, and/or state and local laws and
regulations and any other costs, including transaction privilege taxes, unemployment compensation
insurance, Social Security and Worker's Compensation.
5.4.3 I.R.S. W9 Form. In order to receive payment under any resulting Contract, the Contractor shall
have a current I.R.S. W9 Form on file with the State of Arizona.
5.5 Availability of Funds for the Next Fiscal Year. Funds may not be presently available for performance under
this Contract beyond the first year of the budget term or Contract term. The State may reduce payments or
terminate this Contract without further recourse, obligation or penalty in the event that insufficient funds are
appropriated in the subsequent budget term. The State shall not be liable for any purchases or
Subcontracts entered into by the Contractor in anticipation of such funding. The Procurement Officer shall
have the discretion in determining the availability of funds.
5,6 Availability of Funds for the Current Contract Term. Should the State Legislature enter back into session
and decrease the appropriations through line item or general fund reductions, or for any other reason these
goods or services are not funded as determined by ADHS, the following actions may be taken by ADHS:
5.6.1 Accept a decrease in price offered by the Contractor;
5.6.2 Reduce the number of goods or units of service and reduce the payments accordingly;
5.6.3 Offer reductions in funding as an alternative to Contract termination; or
5.6.4 Cancel the Contract.
6. Contract Changes
6.1 Amendments, Purchase Orders and Change Orders. This Contract is issued under the authority of the
Procurement Officer who signed this Contract. The Contract may be modified only through a Contract
Amendment, Purchase Order and/or Change Order within the scope of the Contract, unless the change is
administrative or otherwise permitted by the Special Terms and Conditions. Changes to the Contract,
including the addition of work or materials, the revision of payment terms, or the substitution of work or
materials, directed by an unauthorized State employee or made unilaterally by the Contractor are violations
of the Contract and of applicable law. Such changes, including unauthorized Contract Amendments,
Purchase Orders and/or Change Orders, shall be void and without effect, and the Contractor shall not be
entitled to any claim under this Contract based on those changes.
6.2 Subcontracts. The Contractor shall not enter into any subcontract under this Contract without the advance
written approval of the Procurement Officer, The subcontract shall incorporate by reference all material
and applicable terms and conditions of this Contract.
6.3 Assignments and Delegation. The Contractor shall not assign any right nor delegate any duty under this
Contract without the prior written approval of the Procurement Officer. The State shall not unreasonably
withhold approval.
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7. Risk and Liability
7.1 Risk of Loss. The Contractor shall bear all loss of conforming material covered under this Contract until
received and accepted by authorized personnel at the location designated in the Purchase Order, Change
Order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming
materials shall remain with the Contractor regardless of receipt.
7.2 Mutual Indemnification. Each party (as "indemnitor) agrees to indemnify, defend and hold harmless the
other party (as "indemnitee'') from and against any and all claims, losses, liability, costs or expenses
(including reasonable attorney's fees) (hereinafter collectively referred to as "claims') arising out of bodily
injury of any person (including death) or property damage, but only to the extent that such claims, which
result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence,
misconduct, or other fault of the indemnitor, its officers, officials, agents, employees or volunteers.
7.3 Force Majeure.
7.3.1 Liability and Definition. Except for payment of sums due, neither party shall be liable to the other
nor deemed in default under this Contract if and to the extent that such party's performance of this
Contract is prevented by reason of force majeure. The term "force majeure" means an occurrence
that is beyond the control of the party affected and occurs without its fault or negligence. Without
limiting the foregoing, force majeure includes acts of God; acts of the public enemy; acts of
terrorism; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood; lockouts;
injunctions-interventions not caused by or resulting from the act or failure to act of the parties;
failures or refusals to act by government authority not caused by or resulting from the act or failure
to act of the parties; and other similar occurrences beyond the control of the party declaring force
majeure, which such party is unable to prevent by exercising reasonable diligence.
7.3.2 Exclusions. Force Majeure shall not include the following occurrences;
7.3.2.1 Late delivery of Materials caused by congestion at a manufacturer's plant or elsewhere, or
an oversold condition of the market;
7.3.2.2 Late performance by a subcontractor unless the delay arises out of a force majeure
occurrence in accordance with this force majeure term and condition; or
7.3.2.3 Inability of either the Contractor or any subcontractor to acquire or maintain any required
insurance, bonds, licenses or permits.
7.3.3 Notice. If either party is delayed at any time in the progress of the work by force majeure, the
delayed party shall notify the other party in writing of such delay, as soon as is practicable and no
later than the following working day of the commencement thereof, and shall specify the causes of
such delay in such notice. Such notice shall be delivered or mailed certified-return receipt and
shall make a specific reference to this article, thereby invoking its provisions. The delayed party
shall cause such delay to cease as soon as practicable and shall notify the other party in writing
when it has done so. The time of completion shall be extended by Contract Amendment for a
period of time equal to the time that the results or effects of such delay prevent the delayed party
from performing in accordance with this Contract.
7.3.4 Default. Any delay or failure in performance by either party hereto shall not constitute default
hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent
that, such delay or failure is caused by force majeure.
7.4 Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges resulting
from antitrust violations to the extent that those violations concern materials or services supplied by third
parties to the Contractor for or toward the fulfillment of this Contract.
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8. Description of Materials The following provisions shall apply to Materials only:
8,1 Liens. The Contractor agrees that the Materials supplied under this Contract are free of liens. In the event
the Materials are not free of liens, Contractor shall pay to remove the lien and any associated damages or
replace the Materials with Materials free of liens.
8.2 Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor agrees that, for
one year after acceptance by the State of the Materials, they shall be:
8.2.1 Of a quality to pass without objection in the Contract description;
8.2.2 Fit for the intended purposes for which the Materials are used;
8.2.3 Within the variations permitted by the Contract and are of even kind, quantity, and quality within
each unit and among all units;
8.2.4 Adequately contained, packaged and marked as the Contract may require; and
8.2,5 Conform to the written promises or affirmations of fact made by the Contractor.
8.3 Inspection/Testing. Subparagraphs 8.1 through 8.2 of this paragraph are not affected by inspection or
testing of or payment for the Materials by the State.
8.4 Compliance With Applicable Laws. The Materials and services supplied under this Contract shall comply
with all applicable federal, state and local laws, and the Contractor shall maintain all applicable license and
permit requirements.
8.5 Survival of Rights and Obligations After Contract Expiration and Termination.
8.5.1 Contractor's Representations. All representations and warranties made by the Contractor under
this Contract in paragraphs 7 and 8 shall survive the expiration or termination hereof. In addition,
the parties hereto acknowledge that pursuant to A.R.S. § 12.510, except as provided in A.R.S. §
12-529, the State is not subject to or barred by any limitations of actions prescribed in A.R.S. Title
12, Chapter 5.
8.5.2 Purchase Orders and Change Orders. Unless otherwise directed in writing by the Procurement
Officer, the Contractor shall fully perform and shall be obligated to comply with all Purchase Orders
and Change Orders received by the Contractor prior to the expiration or termination hereof,
including, without limitation, all Purchase Orders and Change Orders received prior to but not fully
performed and satisfied at the expiration or termination of this Contract.
9. State's Contractual Remedies
9.1 Right to Assurance. If the State, in good faith, has reason to believe that the Contractor does not intend to,
or is unable to, perform or continue performing under this Contract, the Procurement Officer may demand
in writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor to
provide written assurance within the number of Days specified in the demand may, at the State's option, be
the basis for terminating the Contract.
9.2 Stop Work Order.
9.2.1 Terms. The State may, at any time, by written order to the Contractor, require the Contractor to
stop all or any part of the work called for by this Contract for a period up to ninety (90) Days after
the order is delivered to the Contractor, and for any further period to which the parties may agree.
The order shall be specifically identified as a stop work order issued under this clause. Upon
receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the order during the
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period of work stoppage.
9.2.2 Cancellation or Expiration. If a stop work order issued under this clause is canceled or the period
of the order or any extension expires, the Contractor shall resume work. The Procurement Officer
shall make an equitable adjustment in the delivery schedule or Contract price, or both, and the
Contract shall be amended in writing accordingly.
9.3 Non-exclusive Remedies. The rights and remedies of ADHS under this Contract are not exclusive, and
ADHS is entitled to all rights and remedies available to it, including those under the Arizona Uniform
Commercial Code and Arizona common law.
9.4 Right of Offset. The State shall be entitled to offset against any sums due the Contractor in any Contract
with the State or damages assessed by the State because of the Contractor's non-conforming performance
or failure to perform this Contract. The right to offset may include, but is not limited to, a deduction from an
unpaid balance and a collection against the bid and/or performance bonds. Any offset taken for damages
assessed by the State shall represent a fair and reasonable amount for the actual damages and shall not
be a penalty for non-performance,
10. Contract Termination
10.1 Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel this Contract within
three (3) years after Contract execution without penalty or further obligation if any person significantly
involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the State is, or
becomes at any time while the Contract or an extension of the Contract is in effect, an employee of or a
consultant to any other party to this Contract with respect to the subject matter of the Contract. The
cancellation shall be effective when the Contractor receives written notice of the cancellation, unless the
notice specifies a later time. If the Contractor is a political subdivision of the State, it may also cancel this
Contract as provided in A.R.S. § 38-511.
10.2 Gratuities. The State may, by written notice, terminate this Contract, in whole or in part, if the State
determines that employment or a Gratuity was offered or made by the Contractor or a representative of the
Contractor to any officer or employee of the State for the purpose of influencing the outcome of the
procurement, securing the Contract or an Amendment to the Contract, or receiving favorable treatment
concerning the Contract, including the making of any determination or decision about Contract
performance, The State, in addition to any other rights or remedies, shall be entitled to recover exemplary
damages in the amount of three times the value of the Gratuity offered by the Contractor.
10.3 Suspension or Debarment. The State may, by written notice to the Contractor, immediately terminate this
Contract if the State determines that the Contractor or its subcontractor has been debarred, suspended or
otherwise lawfully prohibited from participating in any public procurement activity, including but not limited
to, being disapproved as a subcontractor of any public procurement unit or other governmental body.
10.4 Termination Without Cause.
10.4.1 Both the State and the Contractor may terminate this Contract at any time with thirty (30) days
notice in writing specifying the termination date. Such notices shall be given by personal delivery
or by certified mail, return receipt requested.
10.4.2 If the Contractor terminates this Contract, any monies prepaid by the State, for which no service
or benefit was received by the State, shall be refunded to the State within 5 days of the
termination notice. In addition, if the Contractor terminates the Contract, the Contractor shall
indemnify the State for any sanctions imposed by the funding source as a result of the
Contractor's failure to complete the Contract.
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
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Contract Number INTERGOVERNMENTAL AGREEMENT
ADHS15-084210 TERMS AND CONDITIONS
the unit of service or item cost by the number of unpaid service units or items. In a cost
reimbursement contract, the ADHS shall pay for any costs that the Contractor can document as
having been paid by the Contractor and approved by ADHS. In addition, the Contractor will be
paid its reasonable actual costs for work in progress as determined by GAAP up to the date of
termination. Upon such termination, the Contractor shall deliver to the ADHS all deliverables
completed. ADHS may require Contractor to negotiate the terms of any remaining deliverables
still due.
10.5 Mutual Termination, This Contract may be terminated by mutual written agreement of the parties
specifying the termination date and the terms for disposition of property and, as necessary, submission of
required deliverables and payment therein.
10.6 Termination for Default. The State reserves the right to terminate the Contract in whole or in part due to
the failure of the Contractor to comply with any material obligation, term or condition of the Contract, to
acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory
progress in performing the Contract. In the event the ADHS terminates the Contract in whole or in part as
provided in this paragraph, the ADHS may procure, upon such terms and in such manner as deemed
appropriate, Services or Materials, similar to those terminated, and Contractor shall be liable to the ADHS
for any excess costs incurred by the ADHS in obtaining such similar Services or Materials.
10.7 Continuation of Performance Through Termination. Upon receipt of the notice of termination and until the
effective date of the notice of termination, the Contractor shall perform work consistent with the
requirements of the Contract and, if applicable, in accordance with a written transition plan approved by the
ADHS. If the Contract is terminated in part, the Contractor shall continue to perform the Contract to the
extent not terminated. After receiving the notice of termination, the Contractor shall immediately notify all
subcontractors, in writing, to stop work on the effective date of termination, and on the effective date of
termination, the Contractor and subcontractors shall stop all work.
10.8 Disposition of Property. Upon termination of this Contract, all property of the State, as defined herein, shall
be delivered to the ADHS upon demand.
11. Arbitration Pursuant to A.R.S. § 12-1518, disputes under this Contract shall be resolved through the use of
arbitration when the case or lawsuit is subject to mandatory arbitration pursuant to rules adopted under A.R.S. §
12-133.
12. Communication
12.1 Program Report. When reports are required by the Contract, the Contractor shall Provide them in the
format approved by ADHS.
12.2 Information and Coordination. The State will provide information to the Contractor pertaining to activities
that affect the Contractor's delivery of services, and the Contractor shall be responsible for coordinating
their activities with the State's in such a manner as not to conflict or unnecessarily duplicate the State's
activities. As the work of the Contractor progresses, advice and information on matters covered by the
Contract shall be made available by the Contractor to the State throughout the effective period of the
Contract.
13, Client Grievances
If applicable, the Contractor and its subcontractors shall use a procedure through which clients may present
grievances about the operation of the program that result in the denial, suspension or reduction of services
provided pursuant to this Contract and which is acceptable to and approved by the State.
14. Sovereign Immunity
Pursuant to A.R.S. § 41-621(0), the obtaining of insurance by the State shall not be a waiver of any sovereign
immunity defense in the event of suit.
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Contract Number INTERGOVERNMENTAL AGREEMENT
ADHS15-084210 TERMS AND CONDITIONS
15. Administrative Changes
The Procurement Officer, or authorized designee, reserves the right to correct any obvious clerical, typographical
or grammatical errors, as well as errors in party contact information (collectively, "Administrative Changes"), prior
to or after the final execution of a Contract or Contract Amendment. Administrative Changes subject to
permissible corrections include: misspellings, grammar errors, incorrect addresses, incorrect Contract
Amendment numbers, pagination and citation errors, mistakes in the labeling of the rate as either extended or
unit, and calendar date errors that are illogical due to typographical error. The Procurement Office shall
subsequently send to the Contractor notice of corrections to administrative errors in a written confirmation letter
with a copy of the corrected Administrative Change attached.
16. Survival of Terms After Termination or Cancellation of Contract
All applicable Contract terms shall survive and apply after Contract termination or cancellation to the extent
necessary for Contractor to complete and for the ADHS to receive and accept any final deliverables that are due
after the date of the termination or cancellation.
17. Health Insurance Portability and Accountability Act of 1996 (HIPAA)
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 H1PAA 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 H1PAA Coordinator and other compliance
officials required by HIPAA and its regulations. Contractor will sign any documents that are reasonably necessary
to keep ADHS and Contractor in compliance with HIPAA, including, but not limited to, business associate
agreements.
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 H1PAA
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 H1PAA and who has been approved by the ADOA-ASET Arizona State Chief Information
Security Officer and HIPAA Coordinator.
18. Comments Welcome
The ADHS Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any
comments you may have. Please submit your comments to: ADHS Procurement Administrator, Arizona
Department of Health Services, 1740 West Adams, Suite 303, Phoenix, Arizona, 85007.
19. Data Universal Numbering System (DUNS) Requirement
For federal funding, pursuant to 2 CFR 25.100 et seq., no entity (defined as a Governmental organization, which
is a State, local government, or Indian tribe; foreign public entity; domestic or foreign nonprofit organization;
domestic or foreign for-profit organization; or Federal agency, but only as a subrecipient under an award or
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,
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Contract Number INTERGOVERNMENTAL AGREEMENT
ADHS15-084210 SCOPE OF WORK
1. Background
The availability of dietetic internships nationally continues to be very limited. Acceptance for dietetic internships is not
determined by the Arizona Department of Health Services (ADHS), but by the Accreditation Council for Education in
Nutrition and Dietetics (ACEND) of the Academy of Nutrition and Dietetics (AND). The highly competitive nature of
acceptance to a dietetic internship is staggering. Only fifty percent (50%) of the individuals that apply for a dietetic
internship are accepted. This situation is impacting the ability of Arizona Special Supplemental Nutrition Program for
Women, Infants and Children (WIC) local agencies to recruit for registered dietitians (RD) statewide to provide training
and mentoring of paraprofessional staff as well as, provide high-risk nutrition counseling to WIC participants. To date,
the WIC track of the Maricopa County Department of Public Health Dietetic Internship has produced twelve (12)
Registered Dietitian eligible graduates for the ADHS WIC program since its inception in 2011. The pass rate for the
RD exam is 100% for the graduating classes of 2012 and 2013. The class of 2014 has not yet sat for the exam.
Currently the WIC Track accepts four (4) dietetic interns per year. Beginning in August 2015, the program will support
six (6) WIC Track dietetic interns each year. The United States Department of Agriculture (USDA) provides for
reimbursement of reasonable and necessary costs using federal WIC grant funds for dietetic supervised practice
programs or other out-of-service training programs for WIC and eligible in-kind staff. To continue to support local
infrastructure development for nutrition personnel in the WIC program, the ADHS WIC Program is proposing the
continuation of financial support for the administration of the Maricopa County Public Health Dietetic Internship which
includes the WIC Track Dietetic Internship.
2. Objective
To annually increase the number of RDs in Arizona, specifically in the WIC clinics, by providing support for the
Dietetic Internship Director and the WIC Track Dietetic Internship Coordinator in the Maricopa County Public Health
Dietetic Internship Program.
3. Tasks
The Contractor shall:
3.1. Provide services of one (1) FTE WIC Track Dietetic Internship Coordinator; and 0.5 FTE of the Maricopa
County Dietetic Internship Director;
3.2. Manage fiscal resources and ensure program operates within budget;
3.3. Establish contractual agreements with multiple sites to serve as affiliate agencies for internship rotations;
3.4. Establish practicum sites and coordinate activities to ensure that competencies are met;
3.5. Establish the overall program goals, strategies, and priorities of the program including programmatic
evaluation and outcomes;
3.6. Develop and implement policies and procedures for the effective management and operation of the dietetic
internship program;
3.7. Complete all necessary correspondence with ACEND of the AND, including annual reports and seven (7) year
program self-studies including site visits as required;
3.8. Integrate learning experiences in administrative, clinical, and community dietetics into the didactic and
clinical components of the internship program;
3.9. Coordinate and direct the efforts of staff participating as preceptors and or instructors in the internship
program;
3.10. Plan and coordinate the master rotation schedules with staff, affiliation sites, and other local dietetic
internship programs as necessary;
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Contract Number INTERGOVERNMENTAL AGREEMENT
ADHS15-084210 SCOPE OF WORK
3.11. Establish and maintain a continuous and systematic process of curriculum development, assessment,
evaluation, and implementation;
3.12. Review and analyze dietetic intern performance evaluations and take appropriate action to provide
support and mentoring when minimum standards of performance are not being met;
3.13. Prepare and deliver presentations, grade projects and assignments as necessary;
3.14. Ensure the internship program remains current with standards established by the ACEND of the AND;
3.15. Provide verification statements for graduates;
3.16. Develop recruitment information materials for qualified candidates and establish procedures for the
dissemination of program information to WIC agencies and individual WIC staff requesting information;
3.17. Establish selection criteria for acceptance into the internship program, and establish an executive
committee for selection candidates with representation from Maricopa County Department of Public Health and
Bureau of Nutrition and Physical Activity, ADHS;
3.18. Review and evaluate all application packets for presentation to selection committee;
3.19. Obtain Letters of Agreement from each accepted WIC employee/intern and their local WIC agency that they
will be working for during their internship;
3.20. Coordinate the evaluation process of the selection committee and informs applicants of decisions;
3.21. Maintain current professional knowledge in the areas relevant to directing the dietetic internship, dietetic
registration, and continuing education requirements;
3.22. Develop and implement individualized plans for professional growth including participation in professional
organizations and activities;
3.23. Guide and mentor the intern graduates to be successful in their dietetic registration exams; and
3.24. Participate as an active member of the Arizona Dietetic Practicum Advisory Committee.
4. Internship Assistant Director Qualifications
4.1. Minimum education and or experience:
4.1.1. Master's Degree in Nutrition, Dietetics, Food Service Management or related area, as granted by a U.S.
regionally accredited college or university,
4.1.2. Completion of a didactic program in dietetics and a supervised practice program approved by the
ACEND of the AND,
4.1.3. Must have the RD credential,
4.1.4, Meet ACEND qualifications for a Dietetic Internship Director, and
4.1,5. Minimum of five (5) years' experience in staff management and or a dietetics practitioner;
4.2. Preferred education and or experience;
4.2.1. Teaching experience as a dietetic preceptor, and
4,2.2. Community nutrition or WIC experience;
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Contract Number INTERGOVERNMENTAL AGREEMENT
ADHS15-084210 SCOPE OF WORK
4.3. Knowledge, Skills and Abilities:
4.3.1. Knowledge of ACEND standards of education and a broad knowledge of clinical and administrative
dietetics,
4.3.2. Knowledge of human nutrition, physiology, food science, biochemistry, education theory and
techniques,
4.3.3. Ability to integrate food and nutrition services with other services in the practice setting,
4.3.4. Ability to promote effective professional relationships in the practice of dietetics,
4.3.5. Ability to communicate clearly and effectively in both written and verbal forms,
4.3.6. Ability to solve problems, generate ideas, and think creatively,
4.3.7. Ability to organize and coordinate multiple projects,
4.3.8. Skill in organizing and directing the work effort of others,
4.3.9. Skill in problem solving, strategic thinking, negotiations and sound judgement,
4.3.10. Skill in planning and executing projects and programs,
4.3.11. Ability to work in a multi-task environment and meet tight deadlines,
4.3.12. Strong organizational and computer skills,
4.3.13. Knowledge of food and nutrition policy regulations and governance,
4.3.14. Ability to motivate and mentor students and staff, and
4.3.15. Skill in time management, fiscal planning and marketing; and
4.4. Special Working Conditions:
4.4.1. Willing and able to travel to affiliate sites throughout the State of Arizona as required.
5. Deliverables
5.1. Contractor Deliverables:
5.1.1. All application materials that will be used by interested applicants by Dec 1st of the Agreement year,
5.1.2. Selection criteria used to rate applicants by Feb 1st of the Agreement year,
5.1.3. Acceptance letters to six (6) qualified employees accepted to the Arizona WIC Track Dietetic Internship
as accredited by ACEND, AND's accrediting agency for education programs preparing students for
careers as a RD by April 30th of the Agreement year,
5.1.4. Contractor's Expenditure Report (CER) shall be submitted monthly by the 15th of each month, and shall
include all documentation regarding allowable costs,
5.1.5. Provide an overview of clinical nutrition training for interns before they begin their clinical rotations one
(1) month prior to clinic training date,
5.1.6. Provide study materials for the dietetic registration exam for each intern, and
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Contract Number INTERGOVERNMENTAL AGREEMENT
ADHS15-084210 SCOPE OF WORK
5,1.7. Require completion of a Labor Activity Report or one hundred percent (100%) certification of time and
complete annual Civil Rights course per USDA requirements for W1C-funded personnel.
5.2. State Provided Deliverables:
5.2.1. Contractor's Expenditure Report, provided electronically.
6. NOTICES, CORRESPONDENCE, AND REPORTS
6.1. Notices, correspondence, reports and invoices/CERs from the contractor to ADHS shall be sent to:
Arizona Department of Health Services
Attn: WIC Nutrition Services Manager
Bureau of Nutrition and Physical Activity
150 N. 18th Avenue, Suite 310
Phoenix Arizona 85007
Phone: 602-542-0022
Fax: 602-542-1890
7. Notices, correspondence, and reports (and payments if sent to same address) from ADHS to the contractor shall be
sent to:
Contractor: Maricooa County Department of Health Services
Attention: Laura Weber, MSEd, RD, IBCLC
Address: 4041 N. Central Avenue
Address: Phoenix, Arizona 85012
Phone: 602-506-9333
Fax: 602-506-9330
Email: LauraWeber©mail.maricopa.gov
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Contract Number INTERGOVERNMENTAL AGREEMENT
ADHS15-084210 PRICE SHEET
Effective October 1, 2014
LINE ITEM BUDGET AMOUNT
PERSONNEL COSTS/SALARY $ 72,966.00
EMPLOYEE RELATED EXPENSES $ 27,446.00
PROFESSIONAL & OUTSIDE SERVICES $ 5,000.00
,
TRAVEL EXPENSES $ 4,000.00
OCCUPANCY EXPENSES 0.00
OTHER OPERATING EXPENSES $ 21,250.00
CAPITAL 0.00
INDIRECT COSTS EXPENSES (if authorized) $ 19,338.00
TOTAL $ 150,000.00
LINE ITEM BUDGET TRANSFERS
Upon receipt of written authorization from the ADHS Program Manager, the Contractor is authorized to transfer up to 10%
of the total budget amount between funded line items. Transfers exceeding 10% of the total to a non-funded line item shall
require a contract amendment.
INDIRECT COSTS EXPENSES
Any changes in indirect expenses will require submission of supporting documentation and written approval from ADHS.
16