CTR071176 MARICOPA COUNTY IGA FOR SIGNATURE (REVISED).PDF

Maricopa County — Formal (2024-12-11)

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INTERGOVERNMENTAL AGREEMENT (IGA)

Contract No. CTR071176
ARIZONA DEPARTMENT OF
HEALTH SERVICES
150 North 18th Avenue, Suite 530
Phoenix, Arizona 85007

Procurement Officer
Ryan Garcia

Revised 3/26/24
Page 1 of 24
Project Title:
Maricopa County Enhanced HIV Surveillance
Begin Date:
April 1, 2024

Geographic Service Area:
Maricopa County
Termination Date:
March 31, 2029

Arizona Department of Health Services has authority to contract for services specified herein in accordance with A.R.S. §§ 11-951, 11-952, 36-
104 and 36-132. The Contractor represents that it has authority to contract for the performance of the services provided herein pursuant to:
X
Counties:
A.R.S. §§ 11-201, 11-951, 11-952 and 36-182.

Indian Tribes: A.R.S. §§ 11-951, 11-952 and the rules and sovereign authority of the contracting Indian Nation.

School Districts: A.R.S. §§ 11-951, 11-952, and 15-342.

City of Phoenix: Chapter II, §§ 1 & 2, Charter, City of Phoenix.

City of Tempe: Chapter 1, Article 1, §§ 1.01 & 1.03, Charter, City of Tempe.

Amendments signed by each of the parties and attached hereto are hereby adopted by reference as a part of this Contract, from the effective
date of the Amendment, as if fully set out herein.
Arizona Transaction (Sales) Privilege:

Federal Employer Identification No.:

Tax License No.:

Contractor Name:
Maricopa County Department of Public Health (MCDPH)

Address:
4041 North Central, Suite 1400, Phoenix, AZ 85012

FOR CLARIFICATION, CONTACT:

Name: Michele Castaneda Martinez

Phone: 602-506-6657

FAX No: 602-372-0342

E-mail: m.castaneda-martinez@maricopa.gov

CONTRACTOR SIGNATURE:
The Contractor agrees to perform all the services set forth in the
Agreement and Work Statement.

This Contract shall henceforth be referred to as Contract

No. CTR071176 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

, 202_

Print Name and Title
Procurement Officer

CONTRACTOR ATTORNEY SIGNATURE:
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 the laws
of Arizona.

Contract, No. CTR071176, 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:
Signature of Person Authorized to Sign Date

Print Name and Title

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR071176

Revised 3/26/24
Page 2 of 24
1.
Definition of Terms As used in this Contract, the terms listed below are defined as follows:

1.1.
As used in this Contract, the terms listed below are defined as follows:

1.2.
“Attachment” means any item in the Contract which requires the Contractor to submit as part of the
Offer.

1.3.
“Contract” means the combination of the Contract documents, including the Terms and Conditions, and
the Specifications and Statement or Scope of Work. and any Contract Amendments.

1.4.
"Contract Amendment" means a written document signed by the Procurement Officer that is issued for
the purpose of making changes in the Contract.

1.5.
“Contractor” means any person who has a Contract with the State.

1.6.
“Data” means recorded information, regardless of form or the media on which it may be recorded. The
term may include technical data and computer software. The term does not include information
incidental to contract administration, such as financial, administrative, cost or pricing, or management
information.

1.7.
“Days” means calendar days unless otherwise specified.

1.8.
“Exhibit” means any item labeled as an Exhibit in the Contract generally containing maps, schematics,
examples of reports, or other documents that will be used to perform the requirements of the Scope of
Work after contract award.

1.9.
“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.

1.10.
“Materials” means all property, including equipment, supplies, printing, insurance and leases of property
but does not include land, a permanent interest in land or real property or leasing space.

1.11.
“Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter
into and administer Contracts and make written determinations with respect to the Contract.

1.12.
“Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor which does not
involve the delivery of a specific end product other than required reports and performance, but does not
include employment agreements or collective bargaining agreements.

1.13.
“State” means any department, commission, council, board, bureau, committee, institution, agency,
government corporation or other establishment or official of the executive branch or corporation
commission of the State of Arizona that executes the Contract.

1.14.
“State Fiscal Year” means the period beginning with July 1 and ending June 30.

1.15.
“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 Materials or any Services required for the performance of the Contract.

1.16.
“Subcontractor” means a person who contracts to perform work or render Services to a Contractor or to
another Subcontractor as a part of a Contract with the State.

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR071176

Revised 3/26/24
Page 3 of 24
2.
Contract Type

2.1.
This Contract shall be:

Cost Reimbursement

3.
Funding Type

3.1.
This Contract shall be funded utilizing:

State Funds

4.
Contract Interpretation

4.1.
Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform
Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona
Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code
(A.A.C.) Title 2, Chapter 7.

4.2.
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.

4.3.
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:

4.3.1.
Terms and Conditions.

4.3.2.
Statement or Scope of Work.

4.3.3.
Specifications.

4.3.4.
Attachments.

4.3.5.
Exhibits.

4.3.6.
Any other documents referenced or included in the Contract including, but not limited to, any
documents that do not fall into one (1) of the above categories.

4.4.
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.

4.5.
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.

4.6.
No Parol Evidence. This Contract is intended by the parties as a final and complete expression of their
agreement. No course of prior dealings between the parties and no usage of the trade shall supplement
or explain any terms used in this document and no other understanding either oral or in writing shall be
binding.

4.7.
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.

X
X

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR071176

Revised 3/26/24
Page 4 of 24
5.
Contract Administration and Operation

5.1.
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.

5.2.
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 (5)
years. However, if the original Contract period is for less than five (5) 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 (5) 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.

5.3.
New Budget Term. If a budget term has been completed in a multi-term Contract, the parties may agree
to change the amount and type of funding to accommodate new circumstances in the next budget term.
Any increase or decrease in funding at the time of the new budget term shall coincide with a change in the
Scope of Work or change in cost of services as approved by the Arizona Department of Health Services.

5.4.
Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require
each Subcontractor to retain any and all Data and other “records” relating to the acquisition and
performance of the Contract for a period of five (5) years after the completion of the Contract. All records
shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall
produce a legible copy of any or all such records.

5.5.
Non-Discrimination. The Contractor shall comply with State Executive Order Nos. 2023-09, 2023-01, 2009-
09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans
with Disabilities Act. Contractor shall include these provisions in contracts with Subcontractors when
required by Federal or State law.

5.6.
Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five (5) years thereafter,
the Contractor’s or any Subcontractor’s books and records shall be subject to audit by the State and, where
applicable, the Federal Government, to the extent that the books and records relate to the performance of
the Contract or Subcontract.

5.7.
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.

5.7.1.
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.

5.7.2.
State Funding. Contractors receiving state funds under this Contract shall comply with the certified
compliance provisions of A.R.S. § 35-181.03.

5.8.
Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities,
Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection of
the facilities or Materials covered under this Contract as required under A.R.S. § 41-2547. The State shall
also have the right to test, at its own cost, the Materials to be supplied under this Contract. Neither
inspection of the Contractor’s facilities nor Materials testing shall constitute final acceptance of the Materials
or Services. If the State determines non-compliance of the Materials, the Contractor shall be responsible
for the payment of all costs incurred by the State for testing and inspection.

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR071176

Revised 3/26/24
Page 5 of 24
5.9.
Notices. Notices to the Contractor required by this Contract shall be made by the State to the person
indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the
Contract. Notices to the State required by the Contract shall be made by the Contractor stated in the
Contract, or listed on the State’s eProcurement system. An authorized Procurement Officer and an
authorized Contractor representative may change their respective person to whom notice shall be given by
written notice to the other and an amendment to the Contract shall not be necessary.

5.10.
Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote
information for commercial benefit concerning this Contract without the prior written approval of the ADHS.
ADHS shall approve brochures, posters, public service announcements, paid media, videos, sponsorships,
and other marketing materials paid with funds from this Contract prior to the development and use. including
use of ADHS Logo.

5.11.
Continuous Improvement. Contractor shall recommend continuous improvements on an on-going basis in
relation to any Materials and Services offered under the Contract, with a view to reducing State costs and
improving the quality and efficiency of the provision of Materials or Services. State may require Contractor
to engage in continuous improvements throughout the term of the Contract.

5.12.
Other Contractors. State may undertake on its own or award other contracts to the same or other suppliers
for additional or related work. In such cases, the Contractor shall cooperate fully with State employees and
such other suppliers and carefully coordinate, fit, connect, accommodate, adjust, or sequence its work to
the related work by others. Where the Contract requires handing-off Contractor’s work to others, Contractor
shall cooperate as State instructs regarding the necessary transfer of its work product, Materials, Services,
or records to State or the other suppliers. Contractor shall not commit or permit any act that interferes with
the State’s or other suppliers’ performance of their work, provided that, State shall enforce the foregoing
section equitably among all its suppliers so as not impose an unreasonable burden on any of them.

5.13.
Ownership of Intellectual Property:

5.13.1.
Rights In Work Product. All intellectual property originated or prepared by Contractor pursuant to
the Contract, including but not limited to, inventions, discoveries, intellectual copyrights,
trademarks, trade names, trade secrets, technical communications, records reports, computer
programs and other documentation or improvements thereto, including Contractor’s
administrative communications and records relating to the Contract, are considered work product
and Contractor’s property, provided that, State has Government Purpose Rights to that work
product as and when it was delivered to State.

5.13.2.
“Government Purpose Rights” are:

5.13.2.1. The unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide right to
use, modify, reproduce, release, perform, display, sublicense, disclose and create
derivatives from that work product without restriction for any activity in which State is a
party.

5.13.2.2. The right to release or disclose that work product to third parties for any State
government purpose.

5.13.2.3. The right to authorize those to whom it rightfully releases or discloses that work product
to use, modify, release, create derivative works from the work product for any State
government purpose. such recipients being understood to include the federal
government, the governments of other states, and various local governments.

5.13.3.
“Government Purpose Rights” do not include any right to use, modify, reproduce, perform,
release, display, create derivative works from or disclose that work product for any commercial
purpose, or to authorize others to do so.

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR071176

Revised 3/26/24
Page 6 of 24
5.13.4.
Joint Developments. The Contractor and State may each use equally any ideas, concepts, know-
how, or techniques developed jointly during the course of the Contract, and may do so at their
respective discretion, without obligation of notice or accounting to the other party.

5.13.5.
Pre-existing Material. All pre-existing software and other Materials developed or otherwise
obtained by or for Contractor or its affiliates independently of the Contract or applicable Purchase
Orders are not part of the work product to which rights are granted State under subparagraph
3.9.1 above, and will remain the exclusive property of Contractor, provided that:

5.13.5.1. any derivative works of such pre-existing Materials or elements thereof that are created
pursuant to the Contract are part of that work product.

5.13.5.2. any elements of derivative work of such pre-existing Materials that was not created
pursuant to the Contract are not part of that work product.

5.13.5.3. except as expressly stated otherwise, nothing in the Contract is to be construed to
interfere or diminish Contractor’s or its affiliates’ ownership of such pre-existing
Materials.

5.13.6.
Developments Outside of Contract. Unless expressly stated otherwise in the Contract, this
Section does not preclude Contractor from developing competing Materials outside the Contract,
irrespective of any similarity to Materials delivered or to be delivered to State hereunder.

5.14.
Property of the State. If there are any materials that are not covered by Section 4.12 above created under
this Contract, including but not limited to, reports and other deliverables, these materials are the sole
property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not
transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials
without the prior written consent of the State.

5.15.
Equipment. Except as provided above 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 Grant is terminated, the disposition of all such property shall be determined
by the ADHS. For Fixed Price contracts, when the Grantee provides the services/materials required by the
Grant, any and all equipment purchased by the Grantee remains the property of the Grantee. All purchases
of equipment need to be reported to the ADHS Office of Inventory Control.

5.16.
Federal Immigration and Nationality Act. 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, 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 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
or debarment of the Contractor.

5.17.
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.

5.18.
Offshore Performance of Work involving Data is Prohibited. Any Services that are described in the
specifications or scope of work that directly serve the State of Arizona or its clients and involve access to
Data shall be performed within the defined territories of the United States.

5.19.
Certifications Required by State Law:

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR071176

Revised 3/26/24
Page 7 of 24
5.19.1.
If Contractor is a Company as defined in A.R.S. § 35-393, Contractor certifies that it is not
currently engaged in a boycott of Israel as described in A.R.S. §§ 35-393 et seq. and will refrain
from any such boycott for the duration of this Contract.

5.19.2.
Contractor further certifies that it shall comply with A.R.S. § 35-394, regarding use of the forced
labor of ethnic Uyghurs, as applicable.

5.20.
Protection of State Cybersecurity Interests. The Contractor shall comply with State Executive Order No.
2023-10, which includes, but is not limited to, a prohibition against (a) downloading and installing of TikTok
on all State-owned and State-leased information technology. and (b) accessing TikTok through State
information technology.

6.
Costs and Payments

6.1.
Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon
receipt and acceptance of Materials or Services, the Contractor shall submit a complete and accurate
invoice for payment from the State within thirty (30) days.

6.2.
Recoupment of Contract Payments.

6.2.1.
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.

6.2.2.
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.

6.2.3.
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.

6.2.4.
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.

6.3.
Delivery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319, all prices shall be F.O.B. (“free on
board”) Destination and shall include all freight delivery and unloading at the destination.

6.4.
Firm, Fixed Price. Unless stated otherwise in the Special Terms and Conditions of the Contract, all prices
shall be firm-fixed-prices.

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR071176

Revised 3/26/24
Page 8 of 24
6.5.
Applicable Taxes:

6.5.1.
Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.

6.5.2.
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 such taxes from the buyer does not relieve the
seller from its obligation to remit taxes.

6.5.3.
Tax Indemnification. Contractor and all Subcontractors shall pay all Federal, state and local taxes
applicable to its operation and any persons employed by the Contractor. Contractor shall, and
require all Subcontractors to hold the State harmless from any responsibility for taxes, damages
and interest, if applicable, contributions required under Federal, and/or state and local laws and
regulations and any other costs including transaction privilege taxes, unemployment compensation
insurance, Social Security and Worker’s Compensation.

6.5.4.
IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S. W9 Form on
file with the State of Arizona, unless not required by law.

6.6.
Availability of Funds for the Next State Fiscal Year. Funds may not presently be available for performance
under this Contract beyond the current State Fiscal Year. No legal liability on the part of the State for any
payment may arise under this Contract beyond the current State Fiscal Year until funds are made available
for performance of this Contract.

6.7.
Availability of Funds for the Current State Fiscal Year. Should the State Legislature enter back into session
and reduce the appropriations or for any reason and these Materials or Services are not funded, the State
may take any of the following actions:

6.7.1.
Accept a decrease in price offered by the Contractor.

6.7.2.
Cancel the Contract.

6.7.3.
Cancel the Contract and re-solicit the requirements.

7.
Contract Changes

7.1.
Amendments. This Contract is issued under the authority of the Procurement Officer who signed this
Contract. The Contract may be modified only through a Contract Amendment within the scope of the
Contract. Changes to the Contract, including the addition of Services or Materials, the revision of payment
terms, or the substitution of Services or Materials, directed by a person who is not specifically authorized
by the Procurement Officer in writing or made unilaterally by the Contractor are violations of the Contract
and of applicable law. Such changes, including unauthorized written Contract Amendments shall be void
and without effect, and the Contractor shall not be entitled to any claim under this Contract based on those
changes.

7.2.
Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the performance
of this Contract without the advance written approval of the Procurement Officer as described in Arizona
State Procurement Office Standard Procedure 002. The Contractor shall clearly list any proposed
Subcontractors and the Subcontractor’s proposed responsibilities. The Subcontract shall incorporate by
reference the terms and conditions of this Contract.

7.3.
Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty under this
Contract without the prior written approval of the Procurement Officer. The State shall not unreasonably
withhold approval.

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR071176

Revised 3/26/24
Page 9 of 24
8.
Risk and Liability

8.1.
Risk of Loss. The Contractor shall bear all loss of conforming Materials covered under this Contract until
received by authorized personnel at the location designated in the purchase order or Contract. Mere receipt
does not constitute final acceptance. The risk of loss for nonconforming Materials shall remain with the
Contractor regardless of receipt.

8.2.
Indemnification:

8.2.1.
Public Agency Language Only. 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.

8.2.2.
Contractor/Vendor Indemnification (Not Public Agency).To the fullest extent permitted by law,
Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter
referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages,
losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing,
investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury
(including death), or loss or damage to tangible or intangible property caused, or alleged to be
caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its
owners, officers, directors, agents, employees or Subcontractors. This indemnity includes any claim
or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the
failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule,
regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all
instances, except for Claims arising solely from the negligent or willful acts or omissions of the
Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that
Contractor will be responsible for primary loss investigation, defense, and judgment costs where
this indemnification is applicable. In consideration of the award of this Contract, the Contractor
agrees to waive all rights of subrogation Insurance and Indemnification Guidelines for State of
Arizona Contracts Professional Service Contracts against the State of Arizona, its officers, officials,
agents, and employees for losses arising from the work performed by the Contractor for the State
of Arizona. This indemnity shall not apply if the Contractor or Subcontractor(s) is/are an agency,
board, commission or university of the State of Arizona.

8.3.
Indemnification - Patent and Copyright. The Contractor shall indemnify and hold harmless the State against
any liability, including costs and expenses, for infringement of any patent, trademark or copyright arising
out of Contract performance or use by the State of Materials furnished or work performed under this
Contract. The State shall reasonably notify the Contractor of any claim for which it may be liable under this
paragraph. If the Contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this paragraph shall not
apply.

8.4.
Force Majeure:

8.4.1.
Except for payment of sums due, neither the Contractor nor State shall be liable to the other nor
deemed in default under this Contract if and to the extent that such party’s performance of this
Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence
that is beyond the control of the party affected and occurs without its fault or negligence. Without
limiting the foregoing, force majeure includes: acts of God, acts of the public enemy, war, riots,
strikes, mobilization, labor disputes, civil disorders, fire, flood, lockouts, injunctions-intervention-
acts, failures or refusals to act by government authority, and other similar occurrences beyond the

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control of the party declaring force majeure which such party is unable to prevent by exercising
reasonable diligence.

8.4.2.
Force Majeure shall not include the following occurrences:

8.4.2.1. Late delivery of equipment, Materials, or Services caused by congestion at a
manufacturer’s plant or elsewhere, or an oversold condition of the market.

8.4.2.2. Late performance by a Subcontractor unless the delay arises out of a force majeure
occurrence in accordance with this force majeure term and condition.

8.4.2.3. Inability of either the Contractor or any Subcontractor to acquire or maintain any required
insurance, bonds, licenses or permits.

8.4.3.
If either the Contractor or State is delayed at any time in the progress of the work by force majeure,
the delayed party shall notify the other party in writing of such delay, as soon as is practicable and
no later than the following working day, of the commencement thereof and shall specify the causes
of such delay in such notice. Such notice shall be delivered or mailed certified-return receipt and
shall make a specific reference to this article, thereby invoking its provisions. The delayed party
shall cause such delay to cease as soon as practicable and shall notify the other party in writing
when it has done so. The time of completion shall be extended by Contract Amendment for a period
of time equal to the time that results or effects of such delay prevent the delayed party from
performing in accordance with this Contract.

8.4.4.
Any delay or failure in performance by either party hereto shall not constitute default hereunder or
give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay
or failure is caused by force majeure.

8.5.
Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges resulting
from antitrust violations to the extent that those violations concern Materials or Services supplied by third
parties to the Contractor, toward fulfillment of this Contract.

9.
Warranties

9.1.
Liens. The Contractor warrants that the Materials supplied under this Contract are free of liens and shall
remain free of liens.

9.2.
Quality. Unless otherwise modified elsewhere in the Terms and Conditions, the Contractor warrants that,
for one (1) year after acceptance by the State of the Materials, they shall be:

9.2.1.
Of a quality to pass without objection in the trade under the Contract description.

9.2.2.
Fit for the intended purposes for which the Materials are used.

9.2.3.
Within the variations permitted by the Contract and are of even kind, quantity, and quality within
each unit and among all units.
9.2.4.
Adequately contained, packaged, and marked as the Contract may require.

9.2.5.
Conform to the written promises or affirmations of fact made by the Contractor.

9.3.
Conformity to Requirements:

9.3.1.
Contractor warrants that, unless expressly provided otherwise elsewhere in the Contract, the
Materials and Services will for one (1) year after acceptance and in each instance:

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9.3.1.1. Conform to the requirements of the Contract, which by way of reminder include without
limitation all descriptions, specifications, and drawings identified in the Scope of Work and
any and all Contractor affirmations included as part of the Contract.

9.3.1.2. Be free from defects of material and workmanship.

9.3.1.3. Conform to or perform in a manner consistent with current industry standards.

9.3.1.4. Be fit for the intended purpose or use described in the Contract.

9.3.2.
Mere delivery or performance does not substitute for express acceptance by the State. Where
inspection, testing, or other acceptance assessment of Materials or Services cannot be done until
after installation or invoicing, the forgoing warranty will not begin until State’s explicit acceptance
of the Materials or Services.

9.4.
Inspection/Testing. The warranties set forth in this Section 8 [Warranties] are not affected by inspection
or testing of or payment for the Materials or Services by the State.

9.5.
Contractor Personnel. Contractor warrants that its personnel will perform their duties under the Contract
in a professional manner, applying the requisite skills and knowledge, consistent with industry standards,
and in accordance with the requirements of the Contract. Contractor further warrants that its key personnel
will maintain any and all certifications relevant to their work, and Contractor shall provide individual
evidence of certification to State’s authorized representatives upon request.

9.6.
Compliance With Applicable Laws. The Materials and Services supplied under this Contract shall comply
with all applicable federal, state, and local laws and policies (including, but not limited to, information
technology policies, standards, and procedures available on the State’s website and/or the website of any
department, commission, council, board, bureau, committee, institution, agency, government corporation
or other establishment or official of the executive branch or corporation commission of the State of
Arizona). Federal requirements may be incorporated into this Contract, if required, pursuant to A.R.S. §
41-2637. Contractor shall maintain any and all applicable license and permit requirements. This
requirement includes, but is not limited to, any and all Arizona state statutes that impact state contracts,
regardless of whether those statutory references have been removed during the course of contract
negotiations. this is notice to Contractors that the State does not have the authority to modify Arizona state
law by contract.

9.7.
Intellectual Property. Contractor warrants that the Materials and Services do not and will not infringe or
violate any patent, trademark, copyright, trade secret, or other intellectual property rights or laws, except
only to the extent the Specifications do not permit use of any other product and Contractor is not and
cannot reasonably be expected to be aware of the infringement or violation.

9.8.
Licenses and Permits. Contractor warrants that it will maintain all licenses required to fully perform its
duties under the Contract and all required permits valid and in force.

9.9.
Operational Continuity. Contractor warrants that it will perform without relief notwithstanding being sold or
acquired. no such event will operate to mitigate or alter any of Contractor’s duties hereunder absent a
consented delegation under paragraph 6.3. [Assignment and Delegation] that expressly recognizes the
event.

9.10.
Performance in Public Health Emergency. Contractor warrants that it will:

9.10.1. Have in effect, promptly after commencement, a plan for continuing performance in the event of
a declared public health emergency that addresses, at a minimum:

9.10.1.1.
Identification of response personnel by name.

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9.10.1.2.
Key succession and performance responses in the event of sudden and significant
decrease in workforce.

9.10.1.3.
Alternative avenues to keep sufficient product on hand or in the supply chain.

9.10.2. Provide a copy of its current plan to State within three (3) business days after State’s written
request. If Contractor claims relief under paragraph 7.4 [Force Majeure] for an occurrence of force
majeure that is a declared public health emergency, then that relief will be conditioned on
Contractor having first implemented its plan and exhausted all reasonable opportunity for that plan
implementation to overcome the effects of that occurrence, or mitigate those effects to the extent
that overcoming entirely is not practicable.

9.10.3. A request from the State related to this paragraph 8.10 does not necessarily indicate that there
has been an occurrence of force majeure, and the Contractor will not be entitled to any additional
compensation or extension of time by virtue of having to implement a plan.

9.10.4. Failure to have or implement an appropriate plan will be a material breach of contract.

9.11.
Lobbying:

9.11.1. Prohibition. Contractor warrants that it will not engage in lobbying activities, as defined in 40 Code
of Federal Regulations (CFR) part 34 and A.R.S. § 41-1231, et seq., using monies awarded under
the Contract, provided that, the foregoing does not intend to constrain Contractor's use of its own
monies or property, including without limitation any net proceeds duly realized under the Contract
or any value thereafter derived from those proceeds. and upon award of the Contract, it will
disclose all lobbying activities to State to the extent they are an actual or potential conflict of
interest or where such activities could create an appearance of impropriety. Contractor shall
implement and maintain adequate controls to assure compliance with above. Contractor shall
obtain an equivalent warranty from all Subcontractors and shall include an equivalent no-lobbying
provision in all Subcontracts.

9.11.2. Exception. This paragraph 8.11 does not apply to the extent that the Services are defined in the
Contract as being lobbying for State’s benefit or on State’s behalf.

9.12.
Covered Telecommunications or Services. Contractor warrants that the Materials and Services rendered
under this Agreement will not require Contractor to use for the State, or provide to the State to use,
"covered telecommunications equipment or Services" as a substantial or essential component of any
system, or as critical technology as part of any system, within the meaning of Federal Acquisition
Regulation (“FAR”) Section 52.204-25.

9.13.
Debarment, Suspension, U.S. Government Restricted Party Lists. Contractor warrants that it is not, and
its Subcontractors are not, on the U.S. government’s Denied Parties List, the Unverified List, the Entities
List, the Specially Designated Nationals and Blocked Parties List, and neither the Contractor nor any
Subcontractors are presently debarred, suspended, proposed for debarment or otherwise declared
ineligible for award of federal contracts or participation in federal assistance programs or activities.

9.14.
False Statements. Contractor represents and warrants that all statements and information Contractor
prepared and submitted in response to the Solicitation or as part of the Contract documents are current,
complete, true, and accurate. If the Procurement Officer determines that Contractor submitted an Offer or
Bid with a false statement, or makes material misrepresentations during the performance of the Contract,
the Procurement Officer may determine that Contractor has materially breached the Contract and may
void the submitted Offer or Bid and any resulting Contract.

9.15.
Survival of Rights and Obligations after Contract Expiration or Termination:

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9.15.1. Survival of Warranty. All representations and warranties made by Contractor under the Contract
will survive the expiration or earlier termination of the Contract,

9.15.2. Contractor's Representations and Warranties. All representations and warranties made by the
Contractor under this Contract shall survive the expiration or termination hereof. In addition, the
parties hereto acknowledge that pursuant to A.R.S. § 12-510, except as provided in A.R.S. § 12-
529, the State is not subject to or barred by any limitations of actions prescribed in A.R.S., Title
12, Chapter 5.

9.15.3. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the
Contract, fully perform and shall be obligated to comply with all purchase orders received by the
Contractor prior to the expiration or termination hereof, unless otherwise directed in writing by the
Procurement Officer, including, without limitation, all purchase orders received prior to but not fully
performed and satisfied at the expiration or termination of this Contract.

10.
State's Contractual Remedies

10.1.
Right to Assurance. If the State in good faith has reason to believe that the Contractor does not intend to,
or is unable to perform or continue performing under this Contract, the Procurement Officer may demand
in writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor to
provide written assurance within the number of Days specified in the demand may, at the State’s option,
be the basis for terminating the Contract under the Uniform Terms and Conditions or other rights and
remedies available by law or provided by the Contract.

10.2.
Stop Work Order:

10.2.1. The State may, at any time, by written order to the Contractor, require the Contractor to stop all
or any part of the work called for by this Contract for period(s) of days indicated by the State after
the order is delivered to the Contractor. The order shall be specifically identified as a stop work
order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply
with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the
work covered by the order during the period of work stoppage.

10.2.2. If a stop work order issued under this clause is canceled or the period of the order or any extension
expires, the Contractor shall resume work. The Procurement Officer shall make an equitable
adjustment in the delivery schedule or Contract price, or both, and the Contract shall be amended
in writing accordingly.

10.3.
Non-exclusive Remedies. The rights and the remedies of the State under this Contract are not exclusive.

10.4.
Nonconforming Tender. Materials or Services supplied under this Contract shall fully comply with the
Contract. The delivery of Materials or Services or a portion of the Materials or Services that do not fully
comply constitutes a breach of contract. On delivery of nonconforming Materials or Services, the State
may terminate the Contract for default under applicable termination clauses in the Contract, exercise any
of its rights and remedies under the Uniform Commercial Code, or pursue any other right or remedy
available to it.

10.5.
Right of Offset. The State shall be entitled to offset against any sums due the Contractor, any expenses
or costs incurred by the State, or damages assessed by the State concerning the Contractor’s non-
conforming performance or failure to perform the Contract, including expenses, costs and damages
described in the Uniform Terms and Conditions.

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11.
Contract Termination

11.1.
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.

11.2.
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 with the purpose of influencing the outcome of the
procurement or securing the Contract, an amendment to the Contract, or favorable treatment concerning
the Contract, including the making of any determination or decision about contract performance. The
State, in addition to any other rights or remedies, shall be entitled to recover exemplary damages in the
amount of three (3) times the value of the Gratuity offered by the Contractor.

11.3.
Suspension or Debarment. The State may, by written notice to the Contractor, immediately terminate this
Contract if the State determines that the Contractor has been debarred, suspended or otherwise lawfully
prohibited from participating in any public procurement activity, including but not limited to, being
disapproved as a Subcontractor of any public procurement unit or other governmental body. Submittal of
an offer or execution of a contract shall attest that the Contractor is not currently suspended or debarred.
If the Contractor becomes suspended or debarred, the Contractor shall immediately notify the State.

11.4.
Termination for Convenience. The State reserves the right to terminate the Contract, in whole or in part at
any time when in the best interest of the State, without penalty or recourse. Upon receipt of the written
notice, the Contractor shall stop all work, as directed in the notice, notify all Subcontractors of the effective
date of the termination and minimize all further costs to the State. In the event of termination under this
paragraph, all documents, Data and reports prepared by the Contractor under the Contract shall become
the property of and be delivered to the State upon demand. The Contractor shall be entitled to receive just
and equitable compensation for work in progress, work completed, and Materials or Services accepted
before the effective date of the termination. The cost principles and procedures provided in A.R.S. § 41-
2543 and A.A.C. Title 2, Chapter 7, Article 7, shall apply.

11.5.
Termination for Default:

11.5.1. In addition to the rights reserved in the Contract, the State may terminate the Contract in whole
or in part due to the failure of the Contractor to comply with any term or condition of the Contract,
to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make
satisfactory progress in performing the Contract. The Procurement Officer shall provide written
notice of the termination and the reasons for it to the Contractor.

11.5.2. Upon termination under this paragraph, all goods, Materials, documents, Data, and reports
prepared by the Contractor under the Contract shall become the property of and be delivered to
the State on demand.

11.5.3. The State may, upon termination of this Contract, procure, on terms and in the manner that it
deems appropriate, Materials or Services to replace those under this Contract. The Contractor
shall be liable to the State for any excess costs incurred by the State in procuring Materials or
Services in substitution for those due from the Contractor.

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11.6.
Continuation of Performance Through Termination. The Contractor shall continue to perform, in
accordance with the requirements of the Contract, up to the date of termination, as directed in the
termination notice.

12.
Contract Claims

All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title 41, Chapter 23,
Article 9, and rules adopted thereunder.

13.
Arbitration

The parties to this Contract agree to resolve all disputes arising out of or relating to this Contract through arbitration,
after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518, except as may be
required by other applicable statutes (A.R.S. Title 41).

14.
Communication

14.1.
Program Report. When reports are required by the Contract, the Contractor shall provide them in the format
approved by ADHS.

14.2.
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.

15.
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.

16.
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.

17.
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.

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

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course of performance of the Contract so that both ADHS and Contractor will be in compliance with HIPAA,
including cooperation and coordination with the Arizona Department of Administration-Arizona Strategic
Enterprise Technology (ADOA-ASET) Office, the ADOA-ASET Arizona State Chief Information Security
Officer and HIPAA Coordinator and other compliance officials required by HIPAA and its
regulations. Contractor will sign any documents that are reasonably necessary to keep ADHS and
Contractor in compliance with HIPAA, including, but not limited to, business associate agreements.

18.2.
If requested by the ADHS Procurement Office, Contractor agrees to sign a “Pledge To Protect Confidential
Information” and to abide by the statements addressing the creation, use and disclosure of confidential
information, including information designated as protected health information and all other confidential or
sensitive information as defined in policy. In addition, if requested, Contractor agrees to attend or
participate in HIPAA training offered by ADHS or to provide written verification that the Contractor has
attended or participated in job related HIPAA training that is: (1) intended to make the Contractor proficient
in HIPAA for purposes of performing the services required and (2) presented by a HIPAA Privacy Officer or
other person or program knowledgeable and experienced in HIPAA and who has been approved by the
ADOA-ASET Arizona State Chief Information Security Officer and HIPAA Coordinator.

19. Fraud, Waste, or Abuse

19.1.
ADHS requires all employees to abide by the State’s Personnel System Rules, R2-5A-501. Standards of
Conduct which includes maintaining high standards of honesty, integrity, and impartiality, free from personal
considerations and/or favoritism, and Code of Conduct for individuals engaged in Accounting, Financial and
Budgeting Activities which depicts the moral, ethical, legal and professional aspects of personal conduct.
ADHS requires the same conduct of its consultants, vendors, contractors, subrecipients, or persons doing
business with the agency.

19.2.
Any State employee, consultant, vendor, contractor or subrecipient or person doing business with the
Agency who receives a report of improper activity must report the information within one (1) business day.
Note: Federal Award policy denotes awardees must disclose, in a timely manner, in writing to ADHS all
violations of Federal Criminal Law, involving fraud, bribery, or gratuity violations potentially affecting Federal
Awards.

19.3.
Anyone suspecting Fraud, Waste, or Abuse related to ADHS activities are required to report Fraud, Waste,
or abuse through any of the following reporting channels:

19.3.1. ADHS Ethics Action Hotline at (602) 542-2347.

19.3.2. ADHS Ethics Action Email at reportethics@azdhs.gov.

19.3.3. General Accounting Office (GAO) Fraud Reporting Email at reportfraud@azdoa.gov to report
Fraud, Waste, or Abuse incidents.

20.
Authorization for Provision of Services

Authorization for purchase of services under this Agreement shall be made only upon ADHS issuance of a Purchase
Order that is signed by an authorized agent. The Purchase Order will indicate the Agreement number and the dollar
amount of the funds authorized. The Contractor shall only be authorized to perform services up to the amount of
the Purchase Order. ADHS shall not have any legal obligation to pay for services in excess of the amount indicated
on the Purchase Order. No further obligation for payment shall exist on behalf of ADHS unless 2) the Purchase
Order is changed or modified with an official ADHS Procurement Change Order, and/or an additional Purchase
Order is issued for purchase of services under this Agreement.

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21.
Technology Replacement

In any event where product is discontinued, no longer available or technically inferior to newly developed product,
the Contractor shall provide an equivalent replacement model at no additional cost and shall honor the original
contract terms.
Additional Terms and Conditions for Title 2, Subtitle A, Chapter II, Part 200, Subpart C: §200.201 USE OF
GRANT AGREEMENTS (INCLUDING FIXED AMOUNT AWARDS), COOPERATIVE AGREEMENTS AND
CONTRACT

22.
Unique Entity Identifier (UEI) Requirement

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 sub-recipient under an award or sub-award to a non-Federal
entity) may receive a sub-award from ADHS unless the entity provides its Unique Entity Identifier Number to ADHS.
The number can be created in SAM.gov. If already registered the UEI has been assigned and can be viewed in
SAM.gov.

23.
The Federal Funding Accountability and Transparency Act (FFATA or Transparency Act - P.L.109-282, as
amended by section 6202(a) of P.L. 110-252), found at https://www.fsrs.gov/

23.1.
If applicable, the subrecipient or sub-awardee is required to abide by the Federal Funding Accountability
and Transparency Act (FFATA or Transparency Act – P.L. 109-282, as amended by section 6202(a) of P.L.
110-252), found at https://www.fsrs.gov/. The associated Grant Reporting Certification Form and
completion instructions will be sent to the subrecipient from ADHS Program(s) responsible for the specific
contract. The subrecipient or sub-awardee must return the completed form to ADHS Program(s) by the 15th
of the month following that in which the award was received. Failure to complete a required Grant Reporting
Certification Form may result in loss of funding Civil Rights Assurance Statement.

23.2.
The Contractor and Subcontractors are subject to Title VI of the Civil Rights Act of 1964, Section 504 of
Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, the Age Discrimination Act
of 1975, Title IX of the Education Amendment of 1972, and offers all persons the opportunity to participate
in programs or activities regardless or race, color, national origin, age, sex, or disability. Further, it is agreed
that no individual will be turned away from or otherwise denied access to or benefit from any program or
activity that is directly associated with a program of the RECIPIENT on the basis of race, color, national
origin, age, sex (in educational activities) or disability.

24.
Americans With Disabilities Act of 1990
.
24.1.
The Contractor shall comply with the Americans With Disabilities Act of 1990 (Public Law 101-336) and the
Arizona Disability Act of 1992 (A.R.S § 41-1492 et. seq.), which prohibits discrimination of the basis of
physical or mental disabilities in delivering contract services or in the employment, or advancement in
employment of qualified individuals.
24.2.
Persons with a disability may request a reasonable accommodation, such as a sign language interpreter,
by contracting the Contract Manager for the Contract. Request should be made as early as possible to
allow time to arrange the accommodation.

25.
Federal Funding (if applicable)

25.1.
Funding for these services is contingent upon the availability of federal government funding. No
commitment of any kind is made by the State concerning this Grant unless there are monies provided by a
federal grant. The Grantee should take this fact into consideration.

25.2.
For the purposes of this Grant, a capital expenditure means expenditures to acquire capital assets, as
defined in 2 C.F.R. 200.12, or expenditures to make additions, improvements, modifications, replacements,

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rearrangements, reinstallations, renovations, or alterations to capital assets that materially increase their
value or useful life, with a cost of $250 or greater.

25.3.
Grantee agrees to maintain property records for equipment purchased with grant funds and perform a
physical inventory and reconciliation with property records at least every year. Grantee agrees that funds
will not be used for the construction of new facilities.

25.4.
Grantee agrees to follow equipment disposition policies as determined by the Federal Awarding Agency at
Award Completion or as depicted in the State of Arizona Accounting Manual. Grantee also agrees to follow
the directives in ADHS Property and Procedure Policy FIN 111.

25.5.
Charges to Federal awards for salaries and wages must be based on records that accurately reflect the
work performed. These records must: Be supported by a system of internal control which provides
reasonable assurance that the charges are accurate, allowable, and properly allocated. Be incorporated
into the official records of the non-Federal entity. Reasonably reflect the total activity for which the employee
is compensated by the non-Federal entity, not exceeding 100% of compensated activities (for IHE, this per
the IHE's definition of IBS). Encompass both federally assisted and all other activities compensated by the
non-Federal entity on an integrated basis, but may include the use of subsidiary records as defined in the
non-Federal entity's written policy. Comply with the established accounting policies and practices of the
non-Federal entity (See paragraph above for treatment of incidental work for IHEs.. and Support the
distribution of the employee's salary or wages among specific activities or cost objectives if the employee
works on more than one (1) Federal award. a Federal award and non-Federal award. an indirect cost activity
and a direct cost activity. two (2) or more indirect activities which are allocated using different allocation
bases. or an unallowable activity and a direct or indirect cost activity.
Budget estimates (i.e., estimates
determined before the services are performed) alone do not qualify as support for charges to Federal
awards, but may be used for interim accounting purposes only.

25.6.
Grantee understands that financial reports are required as an accounting of expenditures for either
reimbursement or ADHS-approved advance payments.

25.7.
The final request for reimbursement of grant funds must be received by the ADHS no later than sixty (60)
days after the last day of the award period.

25.8.
All goods and services must be received or have reasonable expectations thereof and placed in service by
Grantee by the expiration of this award.

25.9.
Grantee agrees that all encumbered funds must be expended and that goods and services must be paid
by GRANTEE within sixty (60) days of the expiration of this award unless funding guidelines permit funds
to be used at a future date.

25.10. Grantee agrees to remit all unexpended grant funds to the ADHS within thirty (30) days of written request
from the ADHS.

25.11. Grantee agrees to account for interest earned on federal grant funds and shall manage interest income in
accordance with the Cash Management Improvement Act of 1990 and as indicated in the State of Arizona
Accounting Manual (SAAM) located at the following website. https://gao.az.gov/publications/saam Interest
earned in excess of allowable limits must be remitted to the ADHS within thirty (30) days after receipt of a
written request from the ADHS.

25.12. Grantee agrees not to use grant funds for food and/or beverage unless explicitly approved in writing by the
ADHS.

25.13. Grantee agrees to comply with all applicable laws, regulations, policies and guidance (including specific
cost limits, prior approvals and reporting requirements, where applicable) governing the use of grant funds
for expenses related to conferences, meetings, trainings, and other events, including the provision of food

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR071176

Revised 3/26/24
Page 19 of 24
and/or beverages at such events, and costs of attendance at such events unless explicitly approved in
writing by the ADHS.

25.14. No funds shall be used to supplant federal, state, county or local funds that would otherwise be made
available for such purposes. Supplanting means the deliberate reduction of state or local funds because
of the existence of any grant funds.

25.15. Grantee agrees that grant funds are not to be expended for any indirect costs that may be incurred by
Grantee for administering these funds unless explicitly approved in writing by the ADHS. This may include,
but is not limited to, costs for services such as accounting, payroll, data processing, purchasing, personnel,
and building use which may have been incurred by the Grantee.

25.16. Grantee will comply with the audit requirements of OMB Office of Management and Budget’s (OMB)
Uniform Administrative Requirements, Cost Principles and Audit Requirement for Federal Awards and
provide the ADHS with the Single Audit Report and any findings within ninety (90) days of receipt of such
finding(s). If the report contains no findings, the Grantee must provide notification that the audit was
completed. All completed Single Audits should be uploaded in the format specified to the Federal Audit
Clearinghouse no later than nine (9) months after the entities fiscal year-end at the attached Link:
https://harvester.census.gov/facweb/default.aspx/.

25.17. Grantee understands and agrees that misuse of award funds may result in a range of penalties, including
suspension of current and future funds, suspension or debarment from federal grants, recoupment of
monies provided under an award, and civil and/or criminal penalties.

25.18. Grantee agrees not to do business with any individual, agency, company or corporation listed in the
Excluded Parties Listing Service.

25.18.1. Link: System for Award Management https://sam.gov/content/home.

25.19. Grantee agrees to ensure that, no later than the due date of the Grantee’s first financial report after the
award is made, Grantee and any subgrantees have a valid UEI profile and active registration with the
System for Award Management (SAM) database.

25.20. GRANTEE certifies that it presently has no financial interest and shall not acquire any financial interest,
direct or indirect, which would conflict in any manner or degree with the performance of services required
under this Agreement.

25.21. Compliance with 41 U.S.C. 4712 (including prohibitions on reprisal. notice to employees) Grantee must
comply with, and is subject to, all applicable provisions of 41 U.S.C. 4712, including all applicable provisions
that prohibit, under specified circumstances, discrimination against an employee as reprisal for the
employee's disclosure of information related to gross mismanagement of a federal grant, a gross waste of
federal funds, an abuse of authority relating to a federal grant, a substantial and specific danger to public
health or safety, or a violation of law, rule, or regulation related to a federal grant.

25.22. GRANTEE certifies to comply with the Drug-Free Workplace Act of 1988, and implemented in 28 CFR Part
83, Subpart F, for grantees, as defined in 28 CFR, Part 83 Sections 83.620 and 83.650.

26.
Comments Welcome

The ADHS Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any
comments you may have. Please submit your comments to: ADHS Procurement Administrator, Arizona Department
of Health Services, 150 North 18th Avenue, Suite 530, Phoenix, Arizona 85007.

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF SERVICES
CTR0761176

Revised 3/26/24
Page 20 of 24
1. Objective

The Arizona Department of Health Services (ADHS) Office of HIV & Hepatitis C Services (OHHS) is responsible
for administering the human immunodeficiency virus (HIV) Prevention Cooperative Agreement funds provided by
the U.S. Centers for Disease Control and Prevention (CDC). These funds are provided to the State Health
Departments to provide HIV prevention, surveillance, hepatitis C prevention, and HIV care services in Arizona.

This Agreement's objective is to provide staffing to enhance HIV surveillance in case reporting, general data
management, and analysis.

2. Scope of Service

The Contractor shall:

2.1. Collaborate closely with the ADHS Office of Disease Integration and Services and the HIV-Surveillance
Program to improve the processing of HIV cases and related surveillance epidemiology functions.

2.2. Collaborate closely with the ADHS Office of Disease Integration and Services to improve database
management capacity.

2.3. Submit HIV Surveillance work products via one (1) of the following:

2.3.1. Physical Address: 150 N 18th Ave Suite 110 Phoenix, AZ 85007,

2.3.2. By email to the Case Coordinator: heidi.frautnick@azdhs.gov, or

2.3.3. An online platform determined by ADHS.

3. Tasks

3.1. General HIV Surveillance and Epidemiology:

The Contractor shall:

3.1.1. Assist in processing HIV cases submitted to ADHS.

3.1.2. Assist in conducting data analysis for annual and requested reports.

3.1.3. Conduct quality assurance for chart information to ensure accuracy prior to uploading it to the ADHS
designated online platform.

3.1.4. Assist in Cluster Analysis and Time-Space Analysis.

3.1.5. Enter all data collected on the HIV/AIDS Reporting System (HARS) form and submit to ADHS within
five (5) business days.

3.1.6. Prepare and submit a Contractor Expenditure Report (CER), due thirty (30) days following each
month of services.

3.1.6.1.
ADHS has the right to request supporting documentation if deemed necessary.

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF SERVICES
CTR0761176

Revised 3/26/24
Page 21 of 24
3.1.7. Prepare and submit a monthly Aggregate Report due thirty (30) days following each month of services
to include the following:

3.1.7.1.
Number of cases opened for the month.

3.1.7.2.
Number of cases closed for the month.

3.1.7.3.
Aggregate case demographics.

3.1.7.4.
Any other information the Contractor may find helpful to include. ADHS has the right to
request supporting documentation if deemed necessary.

4. State-Provided Items

ADHS will provide:
4.1. Access to the ADHS SharePoint System.

4.2. HARS form links:

4.2.1.
Adult Form: https://www.cdc.gov/hiv-data/media/pdfs/nhss/cdc-hiv-adult-case-report-form-2023.pdf

4.2.2.
Pediatric Form: https://www.cdc.gov/hiv/pdf/guidelines/cdc-hiv-pediatric-case-report-form-2023.pdf

4.3. Permissions to ADHS software including eHARS, Medical Electronic Disease Surveillance Intelligence
System (MEDSIS), and Patient Reporting Investigation Surveillance Management (PRISM), as well as
Google and Microsoft.

5. Approvals

The ADHS will require prior approval of:

5.1. All marketing materials (the use of ADHS logo, brochures, posters, public service announcements, paid
media, videos, etc.) which have been developed, written, published, or recorded by the Counties and paid
for with funds from this award must be first approved by ADHS prior to the dissemination of such materials
or airing or use of such announcements.

6. Deliverables

The Contractor shall submit:

6.1. Contractor Expenditure Report (CER), due thirty (30) days following each month of services.

6.2. Monthly Aggregate Report due thirty (30) days following each month of services.

7. Notices, Correspondence, and Reports

7.1.
Notices, correspondence, reports, supporting documentation, and invoices/CERs from the Contractor to
ADHS shall be sent to:

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF SERVICES
CTR0761176

Revised 3/26/24
Page 22 of 24
Arizona Department of Health Services
Attn: Rick DeStephens, HIV Surveillance Program Manager
Address: 150 North 18th Avenue, Suite 110
Phoenix, AZ 85007
Phone: (602) 364-3614
Fax: (602) 542-1120
Email: rick.destephens@azdhs.gov

7.2.
Notices, correspondence, and reports (and payments if sent to same address) from ADHS to the Contractor
shall be sent to:

Maricopa County Department of Public Health
Attn: Michele Castaneda Martinez
Address: 1645 E. Roosevelt
Phoenix, AZ 85006
Phone: 602-506-6657
Fax: 602-372-0342
m.castaneda-martinez@maricopa.gov

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
PRICE SHEET
CTR0761176

Revised 3/26/24
Page 23 of 24

PRICE SHEET

ACCOUNT CLASSIFICATION
AMOUNT
Personnel*
$149,053.00
ERE*
$56,986.00
Professional and Outside Services
$0.00
Travel Expenses
$0.00
Other Operating*
$10,149.00
Capital Outlay
$0.00
Indirect (10%)*
$21,618.80
TOTAL Annual Amount not to Exceed
$237,806.80

(*) indicates line items used to calculate indirect rate.
Recipient is permitted to transfer up to twenty-five percent (25%) from one category to another, with approval.

CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
EXHIBIT ONE (1) – 2 CFR 200.332
CTR0761176

Revised 3/26/24
Page 24 of 24
2 CFR 200.332
§ 200.332
Requirements for pass-through entities.
All pass-through entities must:
(a) Ensure that every subaward is clearly identified to the subrecipient as a subaward and includes the following
information at the time of the subaward and if any of these data elements change, include the changes in
subsequent subaward modification. When some of this information is not available, the pass-through entity must
provide the best information available to describe the Federal award and subaward.
Prime Awardee:
Arizona Department of Health Services
UEI #
QMWUG1AMYF65
Federal Award Identification (Grant Number):
NU62PS924818-01-00
Subrecipient name (which must match the name
associated with its unique entity identifier):
MARICOPA COUNTY
Subrecipient's unique entity identifier (DUNS #):
842812067
Federal Award Identification Number (FAIN, sometimes it’s
the same as the Grant Number):
NUE1 EH001318
Federal Award Date (see the definition of Federal award
date in § 200.1 of this part) of award to the recipient by the
Federal agency;
7/16/2024
Subaward Period of Performance Start and End Date;
5/31/2025
Subaward Budget Period Start and End Date:
8/1/2024-5/31/2025
Amount of Federal Funds Obligated by this action by the
pass-through entity to the subrecipient (this is normally the
contract amount):
$204,563.37
Total Amount of Federal Funds committed to the
subrecipient by the pass-through entity including the
current financial obligation (how much is available for
contracts):
$809,989.00
Total Amount of the Federal Award committed to the
subrecipient by the pass-through entity
$204,563.37
Federal award project description, as required to be
responsive to the Federal Funding Accountability and
Transparency Act (FFATA)
HIGH-IMPACT HIV PREVENTION AND SURVEILLANCE
PROGRAMS FOR HEALTH DEPT
Name of Federal awarding agency, pass-through entity,
and contact information for awarding official of the Pass-
through entity
Department of Health and Human Services, Administration
Centers for Disease Control and Prevention
Assistance Listings number and Title; the pass-through
entity must identify the dollar amount made available
under each Federal award and the Assistance Listings
Number at time of disbursement:
93.940 HIV PREVENTION ACTIVITIES HEALTH DEPT
BASED
Identification of whether the award is R&D
No
Indirect cost rate for the Federal award (including the de
minimis rate is charged) per § 200.414
N/A