IGA RE IMMUNIZATION SVCS WITH ADHS.PDF

ARIZONA DEPARTMENT OF
HEALTH SERVICES
INTERGOVERNMENTAL AGREEMENT(IGA) 1740 West Adams, Room 303
Phoenix, Arizona85007
(602) 542-1040
Contract No. ADHS14-052676 (602) 542-1741 FAX
Project Title: EMPOWER PLUS Begin Date: September 1, 2013
Geographic Service Area: Maricopa County Termination Date: August 31, 2018
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.:
Tax License No.: Phone:
FAX No:
Contractor Name:
Maricopa County Department of Public Health
Address:
4041 North Central Avenue
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. ADHS14-052676 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 , 2013
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. § 11-952was
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.P0012012000033, 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:
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Contract Number INTERGOVERNMENTAL AGREEMENT
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1. Definition of Terms. As used in this Contract, the terms listed below are defined as follows:
1.1 “Attachment” means any document attached to the Contract and incorporated into the Contract.
1.2 “ADHS” means Arizona Department of Health Services.
1.3 “Budget Term” means the period of time for which the contract budget has been created and during
which funds should be expended.
1.4 “Change Order” means a written order that is signed by a Procurement Officer and that directs the
Contractor to make changes authorized by the Uniform Terms and Conditions of the Contract.
1.5 “Contract” means the combination of the Uniform and Special Terms and Conditions, the
Specifications and Statement or Scope of Work, Attachments, Referenced Documents, any
Contract Amendments and any terms applied by law.
1.6 “Contract Amendment” means a written document signed by the Procurement Officer and the
Contractor that is issued for the purpose of making changes in the Contract.
1.7 “Contractor” means any person who has a Contract with the Arizona Department of Health
Services.
1.8 “Cost Reimbursement” means a contract under which a contractor is reimbursed for costs, which
are reasonable, allowable and allocable in accordance with the contract terms and approved by
ADHS.
1.9 “Days” means calendar days unless otherwise specified.
1.10 “Fixed Price” establishes a set price per unit of service. The set price shall be based on costs,
which are reasonable, allowable and allocable.
1.11 “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything
of more than nominal value, present or promised, unless consideration of substantially equal or
greater value is received.
1.12 “Materials” unless otherwise stated herein, means all property, including but not limited to
equipments, supplies, printing, insurance and leases of property.
1.13 “Procurement Officer” means the person duly authorized by the State to enter into and administer
Contracts and make written determinations with respect to the Contract.
1.14 “Purchase Order” means a written document that is signed by a Procurement Officer, that requests
a vendor to deliver described goods or services at a specific price and that, on delivery and
acceptance of the goods or services by ADHS, becomes an obligation of the State.
1.15 “Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor.
1.16 “Subcontract” means any contract, express or implied, between the Contractor and another party or
between a subcontractor and another party delegating or assigning, in whole or in part, the making
or furnishing of any material or any service required for the performance of this Contract.
1.17 “State” means the State of Arizona and/or the ADHS. For purposes of this Contract, the term
“State” shall not include the Contractor.
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2. Contract Type.
This Contract shall be:
X 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
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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 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,
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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 the sole direction, management and control of the ADHS. The
Contractor is not entitled to a patent or copyright on these Materials and may not transfer a patent
or copyright on them to any other person or entity. To the extent any copyright in any Materials
may originally vest in the Contractor, the Contractor hereby irrevocably transfers to the ADHS, for
and on behalf of the State, all copyright ownership. The ADHS shall have full, complete and
exclusive rights to reproduce, duplicate, adapt, distribute, display, disclose, publish, release and
otherwise use all Materials. The Contractor shall not use or release these Materials without the
prior written consent of the ADHS. When this Contract is terminated, the disposition of all such
Materials shall be determined by the ADHS. Further, the Contractor agrees to give recognition to
the ADHS for its support of any program when releasing or publishing program Materials.
4.10.3 Notwithstanding the above, if the Contractor is a State agency, the following shall apply instead:
It is the intention of ADHS and Contractor that all material and intellectual property developed
under this Agreement be used and controlled in ways to produce the greatest benefit to the
parties to this Contract and the citizens of the State of Arizona. As used in this paragraph,
“Material” means all written and electronic information, recordings, reports, findings, research
information, abstracts, results, software, data, discoveries, inventions, procedures and processes
of services developed by the Contractor and any other materials created, prepared or received by
the Contractor and subcontractors in performance of this Agreement. “Material” as used herein
shall not include any pre-existing data, information, materials, discoveries, inventions or any form
of intellectual property invented, created, developed or devised by Contractor (or its employees,
subcontractors or agents) prior to the commencement of the services funded by this Agreement
or that may result from Contractor’s involvement in other service activities that are not funded by
the Agreement.
4.10.4 Title and exclusive copyright to all Material shall vest in the State of Arizona, subject to any rights
reserved on behalf of the federal government. As State agencies and instrumentalities, both
ADHS and Contractor shall have full, complete, perpetual, irrevocable and non-transferable rights
to reproduce, duplicate, adapt, make derivative works, distribute, display, disclose, publish and
otherwise use any and all Material. The Contractor’s right to use Material shall include the
following rights: the right to use the Material in connection with its internal, non-profit research
and educational activities, the right to present at academic or professional meetings or symposia
and the right to publish in journals, theses, dissertations or otherwise of Contractor’s own
choosing. Contractor agrees to provide ADHS with a right of review prior to any publication or
public presentation of the Material, and ADHS shall be entitled to request the removal of its
confidential information or any other content the disclosure of which would be contrary to the best
interest of the State of Arizona. Neither party shall release confidential information to the public
without the prior expressly written permission of the other, unless required by the State public
records statutes or other law, including a court order. Each party agrees to give recognition to the
other party in all public presentations or publications of any Material, when releasing or publishing
them.
4.10.5 In addition, ADHS and Contractor agree that any and all Material shall be made freely available to
the public to the extent it is in the best interest of the State. However, if either party wants to
license or assign an intellectual property interest in the material to a third-party for monetary
compensation, ADHS and Contractor agree to convene to determine the relevant issues of title,
copyright, patent and distribution of revenue. In the event of a controversy as to whether the
Material is being used for monetary compensation or in a way that interferes with the best interest
of the state or ADHS, then the Arizona Department of Administration shall make the final
decision. Notwithstanding the above, “monetary compensation’ does not include compensation
paid to an individual creator for traditional publications in academia (the copyrights to which are
Employee-Excluded Works under ABOR Intellectual Property Policy Section 6-908C.4.), an
honorarium or other reimbursement of expenses for an academic or professional presentation, or
an unprofitable distribution of Material.
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4.11 E-Verify Requirements In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all
Federal immigration laws and regulations relating to employees and warrants its compliance with Section
A.R.S. § 23-214, Subsection A.
4.12 Federal Immigration and Nationality Act The Contractor shall comply with all federal, state and local
immigration laws and regulations relating to the immigration status of their employees during the term of
the Contract. Further, the Contractor shall flow down this requirement to all subcontractors utilized during
the term of the Contract. The State shall retain the right to perform random audits of Contractor and
subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the
State determine that the Contractor and/or any subcontractors be found noncompliant, the State may
pursue all remedies allowed by law, including, but not limited to; suspension of work, termination of the
Contract for default and suspension and/or debarment of the Contractor.
5. Costs and Payments.
5.1 Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, net 30 days. Upon
receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate
Contractor’s Expenditure Report for payment from the State within thirty (30) days, as provided in the
Accounting and Auditing Procedures Manual for the ADHS.
5.2 Recoupment of Contract Payments.
5.2.1 Unearned Advanced Funds. Any unearned State funds that have been advanced to the
Contractor and remain in its possession at the end of each budget term, or at the time of
termination of the Contract, shall be refunded to the ADHS within forty-five (45) days of the end of
a budget term or of the time of termination.
5.2.2 Contracted Services. In a fixed price contract, if the number of services provided is less than the
number of services for which the Contractor received compensation, funds to be returned to the
ADHS shall be determined by the Contract price. Where the price is determined by cost per unit
of service or material, the funds to be returned shall be determined by multiplying the unit of
service cost by the number of services the Contractor did not provide during the Contract term.
Where the price for a deliverable is fixed, but the deliverable has not been completed, the
Contractor shall be paid a pro rata portion of the completed deliverable. In a cost reimbursement
contract, the ADHS shall pay for any costs that the Contractor can document as having been paid
by the Contractor and approved by ADHS. In addition, the Contractor will be paid its reasonable
actual costs for work in progress as determined by Generally Accepted Accounting Procedures
up to the date of contract termination.
5.2.3 Refunds. Within forty-five (45) days after the end of each budget term or of the time of
termination of the Contract, the Contractor shall refund the greater of: i) the amount refundable in
accordance with paragraph 4.2.1, Unearned Advanced Funds; or ii) the amount refundable in
accordance with paragraph 5.2.2, Contracted Services.
5.2.4 Unacceptable Expenditures. The Contractor agrees to reimburse the ADHS for all Contract funds
expended, which are determined by the ADHS not to have been disbursed by the Contractor in
accordance with the terms of this Contract. The Contractor shall reimburse ADHS within 45 days
of the determination of unacceptability.
5.3 Unit Costs/Rates or Fees. Unit costs/rates or fees shall be based on costs, which are determined by
ADHS to be reasonable, allowable and allocable as outlined in the Accounting and Auditing Procedures
Manual for the ADHS.
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
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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.
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,
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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 Indemnification - Patent and Copyright. To the extent permitted by A.R.S. § 41-621 and A.R.S. § 35-154,
the Contractor shall indemnify and hold harmless the State against any liability, including costs and
expenses, for infringement of any patent, trademark or copyright arising out of performance of the
Contract or use by the State of materials furnished by or work performed under this Contract. The State
shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph.
7.4 Force Majeure.
7.4.1 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.
7.4.2 Exclusions. Force Majeure shall not include the following occurrences:
7.4.2.1 Late delivery of Materials caused by congestion at a manufacturer’s plant or elsewhere,
or an oversold condition of the market;
7.4.2.2 Late performance by a subcontractor unless the delay arises out of a force majeure
occurrence in accordance with this force majeure term and condition; or
7.4.2.3 Inability of either the Contractor or any subcontractor to acquire or maintain any required
insurance, bonds, licenses or permits.
7.4.3 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.
7.4.4 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.
7.5 Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges resulting
from antitrust violations to the extent that those violations concern materials or services supplied by third
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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 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
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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.
9.3 Non-exclusive Remedies. The rights and remedies of ADHS under this Contract are not exclusive, and
ADHS is entitled to all rights and remedies available to it, including those under the Arizona Uniform
Commercial Code and Arizona common law.
9.4 Right of Offset. The State shall be entitled to offset against any sums due the Contractor in any Contract
with the State or damages assessed by the State because of the Contractor’s non-conforming
performance or failure to perform this Contract. The right to offset may include, but is not limited to, a
deduction from an unpaid balance and a collection against the bid and/or performance bonds. Any offset
taken for damages assessed by the State shall represent a fair and reasonable amount for the actual
damages and shall not be a penalty for non-performance.
10. Contract Termination.
10.1 Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel this Contract
within three (3) years after Contract execution without penalty or further obligation if any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the
State is, or becomes at any time while the Contract or an extension of the Contract is in effect, an
employee of or a consultant to any other party to this Contract with respect to the subject matter of the
Contract. The cancellation shall be effective when the Contractor receives written notice of the
cancellation, unless the notice specifies a later time. If the Contractor is a political subdivision of the
State, it may also cancel this Contract as provided in A.R.S. § 38-511.
10.2 Gratuities. The State may, by written notice, terminate this Contract, in whole or in part, if the State
determines that employment or a Gratuity was offered or made by the Contractor or a representative of
the Contractor to any officer or employee of the State for the purpose of influencing the outcome of the
procurement, securing the Contract or an Amendment to the Contract, or receiving favorable treatment
concerning the Contract, including the making of any determination or decision about Contract
performance. The State, in addition to any other rights or remedies, shall be entitled to recover
exemplary damages in the amount of three times the value of the Gratuity offered by the Contractor.
10.3 Suspension or Debarment. The State may, by written notice to the Contractor, immediately terminate this
Contract if the State determines that the Contractor or its subcontractor has been debarred, suspended or
otherwise lawfully prohibited from participating in any public procurement activity, including but not limited
to, being disapproved as a subcontractor of any public procurement unit or other governmental body.
10.4 Termination Without Cause.
10.4.1 Both the State and the Contractor may terminate this Contract at any time with thirty (30) days
notice in writing specifying the termination date. Such notices shall be given by personal delivery
or by certified mail, return receipt requested.
10.4.2 If the Contractor terminates this Contract, any monies prepaid by the State, for which no service
or benefit was received by the State, shall be refunded to the State within 5 days of the
termination notice. In addition, if the Contractor terminates the Contract, the Contractor shall
indemnify the State for any sanctions imposed by the funding source as a result of the
Contractor’s failure to complete the Contract.
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Contract Number INTERGOVERNMENTAL AGREEMENT
ADHS14-052676 TERMS AND CONDITIONS
10.4.3 If the State terminates this Contact pursuant to this Section, the State shall pay the Contractor the
Contract price for all Services and Materials completed up to the date of termination. In a fixed
price contract, the State shall pay the amount owed for the Services or Materials by multiplying
the unit of service or item cost by the number of unpaid service units or items. In a cost
reimbursement contract, the ADHS shall pay for any costs that the Contractor can document as
having been paid by the Contractor and approved by ADHS. In addition, the Contractor will be
paid its reasonable actual costs for work in progress as determined by GAAP up to the date of
termination. Upon such termination, the Contractor shall deliver to the ADHS all deliverables
completed. ADHS may require Contractor to negotiate the terms of any remaining deliverables
still due.
10.5 Mutual Termination. This Contract may be terminated by mutual written agreement of the parties
specifying the termination date and the terms for disposition of property and, as necessary, submission of
required deliverables and payment therein.
10.6 Termination for Default. The State reserves the right to terminate the Contract in whole or in part due to
the failure of the Contractor to comply with any material obligation, term or condition of the Contract, to
acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory
progress in performing the Contract. In the event the ADHS terminates the Contract in whole or in part as
provided in this paragraph, the ADHS may procure, upon such terms and in such manner as deemed
appropriate, Services or Materials, similar to those terminated, and Contractor shall be liable to the ADHS
for any excess costs incurred by the ADHS in obtaining such similar Services or Materials.
10.7 Continuation of Performance Through Termination. Upon receipt of the notice of termination and until the
effective date of the notice of termination, the Contractor shall perform work consistent with the
requirements of the Contract and, if applicable, in accordance with a written transition plan approved by
the ADHS. If the Contract is terminated in part, the Contractor shall continue to perform the Contract to
the extent not terminated. After receiving the notice of termination, the Contractor shall immediately notify
all subcontractors, in writing, to stop work on the effective date of termination, and on the effective date of
termination, the Contractor and subcontractors shall stop all work.
10.8 Disposition of Property. Upon termination of this Contract, all property of the State, as defined herein,
shall be delivered to the ADHS upon demand.
11. Arbitration.
Pursuant to A.R.S. § 12-1518, disputes under this Contract shall be resolved through the use of arbitration when
the case or lawsuit is subject to mandatory arbitration pursuant to rules adopted under A.R.S. § 12 -133.
12. Communication.
12.1 Program Report. When reports are required by the Contract, the Contractor shall provide them in the
format approved by ADHS.
12.2 Information and Coordination. The State will provide information to the Contractor pertaining to activities
that affect the Contractor’s delivery of services, and the Contractor shall be responsible for coordinating
their activities with the State’s in such a manner as not to conflict or unnecessarily duplicate the State’s
activities. As the work of the Contractor progresses, advice and information on matters covered by the
Contract shall be made available by the Contractor to the State throughout the effective period of the
Contract.
13. Client Grievances.
If applicable, the Contractor and its subcontractors shall use a procedure through which clients may present
grievances about the operation of the program that result in the denial, suspension or reduction of services
provided pursuant to this Contract and which is acceptable to and approved by the State.
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Contract Number INTERGOVERNMENTAL AGREEMENT
ADHS14-052676 TERMS AND CONDITIONS
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. Fingerprint and Certification Requirements/Juvenile Services.
15.1 Paid and Unpaid Personnel. Pursuant to A.R.S. § 36-425.03, the Contractor shall ensure that all paid
and unpaid personnel who are required or are allowed to provide Services directly to juveniles have
obtained fingerprint clearance cards in accordance with A.R.S. § 41-1758 et. seq.
15.2 Costs. The Contractor shall assume the costs of fingerprint certifications and may charge these costs to
its fingerprinted personnel.
16. Administrative Changes.
The Procurement Officer, or authorized designee, reserves the right to correct any obvious clerical, typographical
or grammatical errors, as well as errors in party contact information (collectively, “Administrative Changes”), prior
to or after the final execution of a Contract or Contract Amendment. Administrative Changes subject to
permissible corrections include: misspellings, grammar errors, incorrect addresses, incorrect Contract
Amendment numbers, pagination and citation errors, mistakes in the labeling of the rate as either extended or
unit, and calendar date errors that are illogical due to typographical error. The Procurement Office shall
subsequently send to the Contractor notice of corrections to administrative errors in a written confirmation letter
with a copy of the corrected Administrative Change attached.
17. Survival of Terms After Termination or Cancellation of Contract.
All applicable Contract terms shall survive and apply after Contract termination or cancellation to the extent
necessary for Contractor to complete and for the ADHS to receive and accept any final deliverables that are due
after the date of the termination or cancellation.
18. Health Insurance Portability and Accountability Act of 1996 (HIPAA).
18.1 The Contractor warrants that it is familiar with the requirements of HIPAA, as amended by the Health
Information Technology for Economic and Clinical Health Act (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 Strategic Enterprise
Technology (ASET), Statewide Information Security and Privacy Office (SISPO) Chief Privacy 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 ASET/SISPO Chief Privacy Officer and HIPAA Coordinator.
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Contract Number INTERGOVERNMENTAL AGREEMENT
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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, 1740 West Adams, Suite 303, Phoenix, Arizona, 85007.
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Contract Number INTERGOVERNMENTAL AGREEMENT
ADHS14-052676 SCOPE OF SERVICES
1. Background
The Arizona Department of Health Services (ADHS) Bureau of Nutrition and Physical Activity (BNPA) has the
responsibility for directing the Nemours grant, Early Care and Education Learning Collaboratives (ECELC), herein
called Empower PLUS. Training and technical assistance services are provided through Contracts with Maricopa
County Department of Public Health (Contractor).
2. Objective
Empower PLUS will assist Early Care and Education (ECE) providers in improving the quality of care they provide
to young children with respect to nutrition, breastfeeding support, physical activity, and screen time using a
learning collaborative method. The goal is to spread impactful, sustainable policy and practice improvements in
ECE programs for the purpose of preventing childhood obesity.
3. Scope of Work
State trainers will play a critical role in ensuring that the Empower PLUS curriculum is implemented effectively and
participating programs are supported in their ability to make sustainable policy and practice change. Trainers will
be responsible for the preparation of learning sessions, leading the learning sessions and providing technical
assistance to programs between sessions. The Contractor shall provide six (6) trainers to facilitate three (3)
learning collaboratives in the Phoenix metro area.
4. Tasks
4.1 The Contractor shall:
4.1.1 Facilitate the successful implementation of learning collaborative sessions over the course of the
first (1st) project year;
4.1.2 Co-facilitate five (5) day, eight (8) hour learning sessions with approximately ninety (90)
representatives from participating ECE programs; and
4.1.3 Facilitate learning sessions that take place between one (1) and three (3) months apart and may
include, but not be limited to the following:
4.1.3.1 Curriculum instruction,
4.1.3.2 Presentation from experts via multimedia or in-person guest speakers,
4.1.3.3 Breakout sessions,
4.1.3.4 Action planning and moderating the sharing of successes and challenge, and
4.1.3.5 Assignment of curriculum “homework” for participants.
4.1.4 Prepare for learning sessions, with support from State Project Coordinator and Nemours project
staff, by organizing materials, becoming familiar with curriculum content, identifying state specific
information as appropriate and coordinating day of learning session logistics;
4.1.5 Provide ongoing technical assistance to programs via e-mail, telephone and on-site to
approximately fifteen (15) participating centers to support their ability to make sustainable policy
and practice change during the project period;
4.1.6 Maintain communication with programs and contribute to overall project reporting:
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Contract Number INTERGOVERNMENTAL AGREEMENT
ADHS14-052676 SCOPE OF SERVICES
4.1.6.1 At learning sessions and through the technical assistance process aid State Project
Coordinator and Nemours project staff with data collection from participating programs,
4.1.6.2 Participate in evaluation component of the overall ECE learning collaboratives project by
engaging with Gretchen Swanson Center for Nutrition (i.e. completion of online surveys,
participation in a focus group, interview, etc.),
4.1.6.3 Provide feedback and suggestions to Nemours to improve the future implementation of
learning collaborative sessions; and
4.1.6.4 Contribute to regular project reporting, including but not limited to simple data collection,
semi-annual reporting, documenting success stories, and, responding to other
information requests.
4.1.7 Receive support from National Technical Assistance Center and/or BNPA by:
4.1.7.1 Participating in monthly quality improvement group trainer calls, and receive additional
coaching as needed to enhance support provided to participating programs, and
4.1.7.2 Communicating as needed with State Project Coordinator and Nemours content experts
to expand knowledge to enhance support provided to participating programs.
5. REFERENCE DOCUMENTS
5.1 Empower PLUS+ Trainer Guide (customized version) Hard Copy
5.2 Empower PLUS+ DVD’s (customized version) Hard copy
5.3 Let’s Move Child Care
http://www.healthykidshealthyfuture.org/welcome.html
5.4 Preventing Childhood Obesity in Early Care and Education Programs, 2nd Edition Handbook Hard copy
5.5 Moving and Dancing Kit Hard copy
5.6 Catching and Throwing Activity Kit Hard copy
5.7 Nutrition Kit Hard copy
5.8 Resource Binder Hard copy
5.9 Choosy Kids – I’m Moving CD Hard copy
5.10 Smart & Tasty CD Hard copy
5.11 CACFP Handbook Hard copy
5.12 Sesame Street Healthy Habits for Life Toolkit Hard copy
5.13 Protective Urges: Working with the Feelings of Parents and Caregiver DVD Hard copy
5.14 Dr. Craft’s Active Play DVD & Book Hard copy
5.15 Empower Pack
http://www.azdhs.gov/empowerpack/
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Contract Number INTERGOVERNMENTAL AGREEMENT
ADHS14-052676 SCOPE OF SERVICES
5.16 Empower Guidebook
http://www.azdhs.gov/empowerpack/documents/empower-guidebook.pdf
5.17 Empower Standards
http://www.azdhs.gov/empowerpack/documents/empower-standards.pdf
5.18 Empower Pack Resources
http://www.azdhs.gov/empowerpack/resources.htm
6. Deliverables
The Contractor shall submit to ADHS the following deliverables
Item Due Date Submission Method
Learning Session One First (1st) session to be held
through Five (1-5) by September 2013 and Electronic (E-mail)
Attendance & Evaluations approximately every eight
(8) weeks thereafter
Technical Assistance Log Monthly Electronic (E-mail)
Monthly Status Report Monthly Electronic (E-mail)
Invoice Monthly Electronic (E-mail)
7. Notices, Correspondence and Reports
7.1 Notices, Correspondences and Reports from the Contractor to ADHS shall be sent to:
Arizona Department of Health Services
Attn: Bonnie Williams
Early Care and Education Prevention Manager
150 North 18th Avenue, Suite 310
Phoenix, Arizona 85007
7.2 Notices, Correspondence and Payments from the ADHS to the Contractor shall be sent to:
Maricopa County Department of Public Health
Attn: Machrina Leach, BSN, RN
Nurse Program Manager, Office of Community Health Nursing
4041 North Central Avenue, Suite 700
Phoenix, Arizona 85012
Work (602) 506-6662
Cell: (602) 723-0654
Fax: (602) 506-5506
Email: machrinaleach@mail.maricopa.gov
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Contract Number INTERGOVERNMENTAL AGREEMENT
PRICE SHEET
ADHS14-052676 ATTACHMENT A
Maricopa County
Effective September 1, 2013
APPROXIMATE
SERVICE PER BUDGET UNIT RATE TOTAL COST
PERIOD
Learning Session 30 $1200.00 $36,000.00
Technical Assistance/Site Visits 450 $100.00 $45,000.00
Monthly Status Report/Meeting 72 $40.00 $2,880.00
TOTAL $ 83,880.00
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