IGA2021-67 STD PROGRAM-LAB (00).PDF
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INTERGOVERNMENTAL AGREEMENT (IGA) Contract No. IGA2021-067 ARIZONA DEPARTMENT OF HEALTH SERVICES 150 North 18th Avenue, Suite 530 Phoenix, Arizona 85007 Page 1 of 23 Project Title: STD Control Program Geographic Service Area: Maricopa County Begin Date: January 1, 2021 Termination Date: December 30, 2025 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 Public Health Address: 4041 North Central Ave, Ste 1400 Phoenix, AZ 85012 FOR CLARIFICATION, CONTACT: Name: Phone: FAX No: E-mail: 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. IGA2021-067 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 , 2020 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. IGA2021-067, 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 86-6000472-G Clint Hickman, Chairman, Board of Supervisors Anne Longo, Attorney for County ATTEST:________________________________________ Office of the Clerk of the Board Date -Laboratory Services CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 2 of 23 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. CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 3 of 23 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; and 3.3.4. Referenced Documents. 3.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract. 3.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract. 3.6. No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document. 3.7. No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it. 3.8. Headings. Headings are for organizational purposes only and shall not be interpreted as having legal significance or meaning. 4. Contract Administration and Operation. 4.1. Term. As indicated on the signature page of the Contract, the Contract shall be effective as of the Begin Date and shall remain effective until the Termination Date. 4.2. Contract Renewal. This Contract shall not bind, nor purport to bind, the State for any contractual commitment in excess of the original Contract period. The term of the Contract shall not exceed five years. However, if the original Contract period is for less than five years, the State shall have the right, at its sole option, to renew the Contract, so long as the original Contract period together with the renewal periods does not exceed five years. If the State exercises such rights, all terms, conditions and provisions of the original Contract shall remain the same and apply during the renewal period with the exception of price and Scope of Work, which may be renegotiated. 4.3. New Budget Term. If a budget term has been completed in a multi-term Contract, the parties may agree to CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 4 of 23 change the amount and type of funding to accommodate new circumstances in the next budget term. Any increase or decrease in funding at the time of the new budget term shall coincide with a change in the Scope of Work or change in cost of services as approved by the Arizona Department of Health Services. 4.4. Non-Discrimination. The Contractor shall comply with State Executive Order No. 2009-09 and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. 4.5. Records and Audit. Under A.R.S. § 35-214 and A.R.S. § 35-215, the Contractor shall retain and shall contractually require each subcontractor to retain all data and other records (“records”) relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the State and where applicable the Federal Government at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records. 4.6. Financial Management. For all contracts, the practices, procedures, and standards specified in and required by the Accounting and Auditing Procedures Manual for the ADHS funded programs shall be used by the Contractor in the management of Contract funds and by the State when performing a Contract audit. Funds collected by the Contractor in the form of fees, donations and/or charges for the delivery of these Contract services shall be accounted for in a separate fund. 4.6.1. Federal Funding. Contractors receiving federal funds under this Contract shall comply with the certified finance and compliance audit provision of the Office of Management and Budget (OMB) Circular A-133, if applicable. The federal financial assistance information shall be stated in a Change Order or Purchase Order. 4.6.2. State Funding. Contractors receiving state funds under this Contract shall comply with the certified compliance provisions of A.R.S. § 35-181.03. 4.7. Inspection and Testing. The Contractor agrees to permit access, at reasonable times, to its facilities. 4.8. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the signature page by the Contractor, unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to an ADHS Procurement Officer, unless otherwise stated in the Contract. An authorized ADHS Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice, and an amendment to the Contract shall not be necessary. 4.9. Advertising and Promotion of Contract. The Contractor shall not advertise or publish information for commercial benefit concerning this Contract without the prior written approval of an ADHS Procurement Officer. 4.10. Property of the State. 4.10.1. Equipment. Except as provided below or otherwise agreed to by the parties, the title to any and all equipment acquired through the expenditure of funds received from the State shall remain the property of the State by and through the ADHS and, as such, shall remain under the sole direction, management and control of the ADHS. When this Contract is terminated, the disposition of all such property shall be determined by the ADHS. For Fixed Price contracts, when the Contractor provides the services/materials required by the Contract, any and all equipment purchased by the Contractor remains the property of the Contractor. All purchases of equipment need to be reported to the ADHS Office of Inventory Control. 4.10.2. Title and Rights to Materials. As used in this section, the term “Materials” means all products created or produced by the Contractor under this Contract, including, but not limited to: written and electronic information, recordings, reports, research, research findings, conclusions, abstracts, results, software, data and any other intellectual property or deliverables created, prepared, or CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 5 of 23 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. CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 6 of 23 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. CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 7 of 23 5.4. Applicable Taxes. 5.4.1. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit. Failure to collect taxes from the buyer does not relieve the seller from its obligation to remit taxes. 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. CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 8 of 23 7. Risk and Liability 7.1. Risk of Loss. The Contractor shall bear all loss of conforming material covered under this Contract until received and accepted by authorized personnel at the location designated in the Purchase Order, Change Order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming materials shall remain with the Contractor regardless of receipt. 7.2. Mutual Indemnification. Each party (as “indemnitor”) agrees to indemnify, defend and hold harmless the other party (as “indemnitee”) from and against any and all claims, losses, liability, costs or expenses (including reasonable attorney’s fees) (hereinafter collectively referred to as “claims”) arising out of bodily injury of any person (including death) or property damage, but only to the extent that such claims, which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees or volunteers. 7.3. Force Majeure. 7.3.1. Liability and Definition. Except for payment of sums due, neither party shall be liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes acts of God; acts of the public enemy; acts of terrorism; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood; lockouts; injunctions-interventions not caused by or resulting from the act or failure to act of the parties; failures or refusals to act by government authority not caused by or resulting from the act or failure to act of the parties; and other similar occurrences beyond the control of the party declaring force majeure, which such party is unable to prevent by exercising reasonable diligence. 7.3.2. Exclusions. Force Majeure shall not include the following occurrences: 7.3.2.1. Late delivery of Materials caused by congestion at a manufacturer’s plant or elsewhere, or an oversold condition of the market; 7.3.2.2. Late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition; or 7.3.2.3. Inability of either the Contractor or any subcontractor to acquire or maintain any required insurance, bonds, licenses or permits. 7.3.3. Notice. If either party is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practicable and no later than the following working day of the commencement thereof, and shall specify the causes of such delay in such notice. Such notice shall be delivered or mailed certified-return receipt and shall make a specific reference to this article, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by Contract Amendment for a period of time equal to the time that the results or effects of such delay prevent the delayed party from performing in accordance with this Contract. 7.3.4. Default. Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent that, such delay or failure is caused by force majeure. 7.4. Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges resulting from antitrust violations to the extent that those violations concern materials or services supplied by third parties to the Contractor for or toward the fulfillment of this Contract. CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 9 of 23 8. Description of Materials The following provisions shall apply to Materials only: 8.1. Liens. The Contractor agrees that the Materials supplied under this Contract are free of liens. In the event the Materials are not free of liens, Contractor shall pay to remove the lien and any associated damages or replace the Materials with Materials free of liens. 8.2. Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor agrees that, for one year after acceptance by the State of the Materials, they shall be: 8.2.1. Of a quality to pass without objection in the Contract description; 8.2.2. Fit for the intended purposes for which the Materials are used; 8.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and quality within each unit and among all units; 8.2.4. Adequately contained, packaged and marked as the Contract may require; and 8.2.5. Conform to the written promises or affirmations of fact made by the Contractor. 8.3. Inspection/Testing. Subparagraphs 8.1 through 8.2 of this paragraph are not affected by inspection or testing of or payment for the Materials by the State. 8.4. Compliance With Applicable Laws. The Materials and services supplied under this Contract shall comply with all applicable federal, state and local laws, and the Contractor shall maintain all applicable license and permit requirements. 8.5. Survival of Rights and Obligations After Contract Expiration and Termination. 8.5.1. Contractor’s Representations. All representations and warranties made by the Contractor under this Contract in paragraphs 7 and 8 shall survive the expiration or termination hereof. In addition, the parties hereto acknowledge that pursuant to A.R.S. § 12.510, except as provided in A.R.S. § 12-529, the State is not subject to or barred by any limitations of actions prescribed in A.R.S. Title 12, Chapter 5. 8.5.2. Purchase Orders and Change Orders. Unless otherwise directed in writing by the Procurement Officer, the Contractor shall fully perform and shall be obligated to comply with all Purchase Orders and Change Orders received by the Contractor prior to the expiration or termination hereof, including, without limitation, all Purchase Orders and Change Orders received prior to but not fully performed and satisfied at the expiration or termination of this Contract. 9. State’s Contractual Remedies 9.1. Right to Assurance. If the State, in good faith, has reason to believe that the Contractor does not intend to, or is unable to, perform or continue performing under this Contract, the Procurement Officer may demand in writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor to provide written assurance within the number of Days specified in the demand may, at the State’s option, be the basis for terminating the Contract. 9.2. Stop Work Order. 9.2.1. Terms. The State may, at any time, by written order to the Contractor, require the Contractor to stop all or any part of the work called for by this Contract for a period up to ninety (90) Days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 10 of 23 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. CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 11 of 23 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. CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 12 of 23 14. Sovereign Immunity Pursuant to A.R.S. § 41-621(O), the obtaining of insurance by the State shall not be a waiver of any sovereign immunity defense in the event of suit. 15. Administrative Changes The Procurement Officer, or authorized designee, reserves the right to correct any obvious clerical, typographical or grammatical errors, as well as errors in party contact information (collectively, “Administrative Changes”), prior to or after the final execution of a Contract or Contract Amendment. Administrative Changes subject to permissible corrections include: misspellings, grammar errors, incorrect addresses, incorrect Contract Amendment numbers, pagination and citation errors, mistakes in the labeling of the rate as either extended or unit, and calendar date errors that are illogical due to typographical error. The Procurement Office shall subsequently send to the Contractor notice of corrections to administrative errors in a written confirmation letter with a copy of the corrected Administrative Change attached. 16. Survival of Terms After Termination or Cancellation of Contract All applicable Contract terms shall survive and apply after Contract termination or cancellation to the extent necessary for Contractor to complete and for the ADHS to receive and accept any final deliverables that are due after the date of the termination or cancellation. 17. Health Insurance Portability and Accountability Act of 1996 (HIPAA) 17.1. The Contractor warrants that it is familiar with the requirements of HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH Act) of 2009, and accompanying regulations and will comply with all applicable HIPAA requirements in the course of this Contract. Contractor warrants that it will cooperate with the Arizona Department of Health Services (ADHS) in the course of performance of the Contract so that both ADHS and Contractor will be in compliance with HIPAA, including cooperation and coordination with the Arizona Department of Administration-Arizona Strategic Enterprise Technology (ADOA-ASET) Office, the ADOA-ASET Arizona State Chief Information Security Officer and HIPAA Coordinator and other compliance officials required by HIPAA and its regulations. Contractor will sign any documents that are reasonably necessary to keep ADHS and Contractor in compliance with HIPAA, including, but not limited to, business associate agreements. 17.2. 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. 18. Comments Welcome The ADHS Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any comments you may have. Please submit your comments to: ADHS Procurement Administrator, Arizona Department of Health Services, 150 North 18th Avenue, Suite 280, Phoenix, Arizona 85007. 19. Data Universal Numbering System (DUNS) Requirement For federal funding, pursuant to 2 CFR 25.100 et seq., no entity (defined as a Governmental organization, which is a State, local government, or Indian tribe; foreign public entity; domestic or foreign nonprofit organization; CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 13 of 23 domestic or foreign for-profit organization; or Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity) may receive a subaward from ADHS unless the entity provides its Data Universal Numbering System (DUNS) Number to ADHS. 20. The Federal Funding Accountability and Transparency Act (FFATA or Transparency Act - P.L.109-282, as amended by section 6202(a) of P.L. 110-252), found at https://www.fsrs.gov/ If applicable, the Contractor/Grantee shall submit to ADHS via email the Grant Reporting Certification Form. This form and the instructions can be downloaded from the ADHS Procurement website at http://www.azdhs.gov/operations/financial-services/procurement/index.php#ffata and must be returned to the ADHS by the 15th of the month following that in which the award was received. The form shall be completed electronically, and submitted using the steps outlined in the Grant Reporting Certification Form Instructions to the following email address: ADHS_Grant@azdhs.gov. All required fields must be filled including Top Employee Compensation, if applicable. Completing the Grant Reporting Certification Form is required for compliance with the Office of Management and Budget (OMB), found at http://www.whitehouse.gov/omb/open. Failure to timely submit the Grant Reporting Certification Form could result in the loss of funds. This requirement applies to all subcontractors/sub-awardees utilized by the Contractor/Grantee for amounts exceeding $30,000.00 during the term of the Award. 21. Contracting; Procurement; Investment; Prohibitions 21.1. A public entity may not enter into a contract with a company to acquire or dispose of services, supplies, information technology or construction unless the contract includes a written certification that the company is not currently engaged in, and agrees for the duration of the contract to not engage in, a boycott of Israel. 21.2. A public entity may not adopt a procurement, investment or other policy that has the effect of inducing or requiring a person or company to boycott Israel. 21.3. Contractor hereby certifies that it is not currently engaged in, and will not for the duration of this Contract engage in, a boycott of Israel as defined by A.R.S. § 35-393.01. Violation of this certification by Contractor may result in action by the State up to and including termination of this Contract. 21.4. Unless and until the U.S. District Court’s injunction in Jordahl v. Brnovich et al., Case No. 3:17-cv-08263 (D. Ariz.) is stayed or lifted, the Anti-Israel Boycott Provision (A.R.S. § 35-393.01(A)) is unenforceable and the State will take no action to enforce it. This attachment (Participation in Boycott of Israel) is no longer a mandatory part of the offer. Offers will not be evaluated based on whether this certification has been completed. 22. 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 23. 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. CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 14 of 23 Additional Terms and Conditions for Title 2, Subtitle A, Chapter II, Part 200, Subpart C: §200.201 USE OF GRANT AGREEMENTS (INCLUDING FIXED AMOUNT AWRDS), COOPERATIVE AGREEMENTS AND CONTRACT 25. CIVIL RIGHTS ASSURANCE STATEMENT. 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. 26. AMERICANS WITH DISABILITIES ACT OF 1990. 26.1 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. 26.2 Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contracting the Contract Manager for the solicitation. Request should be made as early as possible to allow time to arrange the accommodation. 27. FEDERAL FUNDING. 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. 27.1 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, rearrangements, reinstallations, renovations, or alterations to capital assets that materially increase their value or useful life, with a cost of $250 or greater. 27.2 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. 27.3 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. 27.4 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 Federal award; a Federal award and non-Federal award; an indirect cost activity and a direct cost activity; two 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. 27.5 Grantee understands that financial reports are required as an accounting of expenditures for either CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 15 of 23 reimbursement or ADHS-approved advance payments. 27.6 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. 27.7 All goods and services must be received or have reasonable expectations thereof and placed in service by Grantee by the expiration of this award. 27.8 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. 27.9 Grantee agrees to remit all unexpended grant funds to the ADHS within thirty (30) days of written request from the ADHS. 27.10 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. 27.11 Grantee agrees not to use grant funds for food and/or beverage unless explicitly approved in writing by the ADHS. 27.12 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 and/or beverages at such events, and costs of attendance at such events unless explicitly approved in writing by the ADHS. 27.13 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. 27.14 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. 27.15 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 months after the entities fiscal year-end at the attached Link: https://harvester.census.gov/facweb/default.aspx/ 27.16 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. 36.17 Grantee agrees not to do business with any individual, agency, company or corporation listed in the Excluded Parties Listing Service. Link: System for Award Management https://www.sam.gov/portal/public/SAM/ CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT TERMS AND CONDITIONS IGA2021-067 Page 16 of 23 27.18 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 DUNS profile and active registration with the System for Award Management (SAM) database. 27.19 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. 27.20 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. 27.21 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. CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT SCOPE OF WORK IGA2021-067 Page 17 of 23 1. Background 1.1. There were 40,867 chlamydia (CT) infections, 12,902 gonorrhea (GC) infections, and 1,950 cases of early syphilis (ES) reported to the Arizona Department of Health Services in 2018. Since 2013, annual STI counts have increased by over 10,000 for CT, 6,500 for GC, and 1550 for ES. This upward trend is projected to continue based on preliminary 2019 data and year to date 2020 data. The majority of reported chlamydia and gonorrhea infections were in women between the ages of 15 and 24. In women, untreated chlamydia and gonorrhea infection can spread into the uterus or fallopian tubes and cause pelvic inflammatory disease (PID), infertility, ectopic pregnancy, and chronic pelvic pain. Persons infected with syphilis may develop skin lesions and neurologic impairment. Syphilis can spread from the infected mother to their unborn child (congenital syphilis) causing stillbirth, low birth weight, congenital deformities, and/or prematurity. Persons infected with chlamydia, gonorrhea, or syphilis are more likely to become infected with HIV, if exposed. The majority of syphilis cases are in men, with the greatest percentage of these men being gay, bisexual and other men who have sex with men (GBMSM); and 1.2. To mitigate the spread of these diseases and their tragic results, laboratory testing of high-risk populations is recommended. ADHS maintains partnerships with the Maricopa County Department of Public Health (MCDPH), select community based organizations and correctional facilities to facilitate the testing and treatment of chlamydia, gonorrhea, and syphilis in high risk populations. These efforts are in accordance with a cooperative agreement with the Centers for Disease Control and Prevention (CDC) through the PS19-1901 Strengthening STD Prevention and Control for Health Departments (STD PCHD) Grant. 2. Objective To reduce the incidence and prevalence of STIs through the screening of high-risk populations and to increase the detection of rectal STIs through extragenital (pharyngeal and anorectal) screening among GBMSM at high- volume HIV-care providers by facilitating increased screening practices and test processing through MCDPH Laboratory. 3. Scope of Service The contractor shall accept and process urine, vaginal, pharyngeal, and rectal specimens for nucleic acid amplification testing (NAAT) for CT and GC as well as specimens of blood for syphilis testing received from the sites agreed to by Arizona Department of Health Services (ADHS) STD Control Program (STDCP) and MCDPH which serve at-risk populations. 4. Tasks The Contractor shall: 4.1. Perform direct testing for the qualitative detection of both Chlamydia trachomatis and Neisseria gonorrhea (i.e. dual CT/GC laboratory testing) received from designated sites agreed to by STDCP and MCDPH); 4.2. Perform direct testing for qualitative and quantitative detection of Rapid Plasma Reagin (RPR) and Treponema pallidum antibodies received from designated sites approved by the ADHS STDCP; 4.3. Utilize test methodology according to procedures and protocols that comply with federal guidelines for the performance of laboratory screening tests for Nucleic Acid Amplification Tests (NAAT) for Chlamydia trachomatis, Neisseria Gonorrhea, RPR, and Treponema pallidum according to manufacturer’s package insert guidelines; 4.4. Provide CT, GC, and syphilis specimen collection supplies to the designated testing sites; 4.5. Report all test results, both positive and negative, to submitting clinic sites within five (5) working days from the date of specimen receipt via currently acceptable reporting practices; CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT SCOPE OF WORK IGA2021-067 Page 18 of 23 4.6. Collaborate with the ADHS STDCP to ensure uniformity in variable reporting and collect data elements as listed below: 4.6.1. Lab Name, 4.6.2. Accession Number, 4.6.3. Accession Date, 4.6.4. Specimen Source/Type, 4.6.5. Clinic Code, 4.6.6. Clinic Name, 4.6.7. Patient First Name, 4.6.8. Patient Last Name, 4.6.9. Patient Sex, 4.6.10. Patient Race, 4.6.11. Patient Date of Birth, 4.6.12. Patient Age, 4.6.13. Patient Ethnicity, 4.6.14. Date of Collection, 4.6.15. Provider Name, 4.6.16. Provider Address, 4.6.17. Provider Zip Code, 4.6.18. Provider Phone, 4.6.19. Specimen Collection Date, and 4.6.20. Test Result. 4.7. Report positive test results to ADHS STDCP within five (5) working days from the date of specimen receipt, according to AAC R9-6-204 Clinical Laboratory Director Reporting Requirements: https://azdhs.gov/documents/preparedness/epidemiology-disease-control/communicable-disease- reporting/lab-reporting-requirements.pdf; 4.8. Develop and maintain standard laboratory operating procedures and quality assurance protocol for the proposed test method(s); 4.9. Maintain systems to ensure the confidentiality of information with patient identifiers; and 4.10. Provide direct service telephone contact information to ADHS to assist with the clarification of reports that contain missing or conflicting information. CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT SCOPE OF WORK IGA2021-067 Page 19 of 23 5. Requirements The Contractor shall: 5.1. Demonstrate enrollment and performance in a Clinical Laboratory Improvement Amendments (CLIA) approved proficiency testing program with copies of results of such testing provided to the ADHS STD Control Program on an annual basis; and 5.2. Provide proof of appropriate laboratory certification and/or licensure to perform testing for Chlamydia trachomatis, Neisseria gonorrhea, RPR and syphilis antibody tests. 6. Reference Documents AAC R9-6-204 Clinical Laboratory Director Reporting Requirements: https://azdhs.gov/documents/preparedness/epidemiology-disease-control/communicable-disease-reporting/lab- reporting-requirements.pdf 7. Approvals The ADHS STDCP Manager will approve the contractor’s service and work upon satisfactory completion and submission of all deliverables and reporting requirements 8. Deliverables and Delivery Schedule The Contractor shall: 8.1. Distribute specimen collection kits and supplies to designated clinics on an as-needed basis; 8.2. Provide transportation of specimens from clinic sites to laboratory for testing; 8.3. Provide both positive and negative test results to submitting clinics within a five (5) day window period from the date of specimen receipt via currently acceptable reporting practices used by each site; 8.4. Provide positive test results to ADHS STDCP within five (5) working days form the date of specimen receipt according to the AAC R9-6-204 Clinical Laboratory Director Reporting Requirements: https://azdhs.gov/documents/preparedness/epidemiology-disease-control/communicable-disease- reporting/lab-reporting-requirements.pdf. These reports are to be filed with ADHS via the current method of reporting to Maricopa County STD Control who in-return reports to ADHS; and 8.5. Provide monthly de-identified data submission for STI tests reimbursed through this project to include positive and negative results from the electronic laboratory information system in Excel spreadsheet. Such data submissions will be due on the tenth (10th) working day following the last day of the previous month. 9. Acceptance The ADHS STDCP Manager will sign the Contract Expenditure Report (CER) showing performance is satisfactory and authorized for payments. CERs shall be submitted monthly with supporting documentation and are due thirty (30) days after month end. 10. Notices, Correspondence, and Reports 10.1. Notices, correspondence and reports from the contractor to ADHS shall be sent to: STD Control Program Manager ADHS CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT SCOPE OF WORK IGA2021-067 Page 20 of 23 150 N 18th Ave, Ste. 110 Phoenix, AZ 85007 Phone: 602-364-4761 Fax: 602-364-2119 10.2. Invoices shall be emailed to: invoices@azdhs.gov 10.3. Notices, correspondence, and reports (and payments if sent to same address) from ADHS to the contractor shall be sent to: STD Program Supervisor Maricopa County Department of Public Health 1645 E. Roosevelt St Phoenix, AZ 85006 Phone: 602-506-6364 Fax: 602-506-0005 CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT PRICE SHEET IGA2021-067 Page 21 of 23 Type of Unit Rate per Unit Unit of Measure Number of Units Total NAAT CT/GC Combination Test $12.30 Each As specified on Purchase Order As specified on Purchase Order RPR Qualitative $3.29 Each As specified on Purchase Order As specified on Purchase Order RPR Quantitative $6.90 Each As specified on Purchase Order As specified on Purchase Order TPPA $5.51 Each As specified on Purchase Order As specified on Purchase Order Authorization for Provision of Services: Authorization for purchase of services under this contract shall be made only upon ADHS issuance of a Purchase Order that is signed by an authorized agent. The Purchase Order will indicate the contract number and the dollar amount of funds authorized. The Contractor shall only be authorized to perform services up to the amount on the Purchase Order. ADHS shall not have any legal obligation to pay for services in excess of the amount indicated on the Purchase Order. No further obligation for payment shall exist on behalf of ADHS unless a) the Purchase Order is changed or modified with an official ADHS Procurement Change Order, and/or b) an additional Purchase Order is issued for purchase of services under this contract. CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT EXHIBIT A IGA2021-067 Page 22 of 23 EXHIBIT A - 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 DUNS # 804745420 Federal Award Identification (Grant Number): 1 NH25PS005157-01-00 Subrecipient name (which must match the name associated with its unique entity identifier): Maricopa County Department of Health Services Subrecipient's unique entity identifier (DUNS #): 117201765 Federal Award Identification Number (FAIN, sometimes it’s the same as the Grant Number): NH25PS005157 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; 3/16/2020 Subaward Period of Performance Start and End Date; 1/1/2021 - 12/31/2021 Subaward Budget Period Start and End Date: 1/1/2021 - 12/31/2021 Amount of Federal Funds Obligated by this action by the pass-through entity to the subrecipient (this is normally the contract amount): $ 12,400.00 Total Amount of Federal Funds Obligated to the subrecipient by the pass-through entity including the current financial obligation (how much is available for contracts): $12,400.00 Total Amount of the Federal Award committed to the subrecipient by the pass-through entity $12,400.00 Federal award project description, as required to be responsive to the Federal Funding Accountability and Transparency Act (FFATA) Strengthening SexuallyTransmitted Disease Prevention and Control in Arizona Name of Federal awarding agency, pass-through entity, and contact information for awarding official of the Pass-through entity Centers for Disease Control and Prevention CONTRACT NUMBER INTERGOVERNMENTAL AGREEMENT EXHIBIT A IGA2021-067 Page 23 of 23 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: 93.977 - Preventive Health Services_Sexually Transmitted Disases Control Grants Identification of whether the award is R&D No Indirect cost rate for the Federal award (including if the de minimis rate is charged) per § 200.414 NA