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INTERGOVERNMENTAL AGREEMENT (IGA)
Contract No. IGA2020-034
ARIZONA DEPARTMENT OF
HEALTH SERVICES
150 North 18
th Avenue, Suite 530
Phoenix, Arizona 85007
Page 1 of 20
Project Title: Nemours Better Together Training
Geographic Service Area: Arizona Statewide
Begin Date: March 1, 2020
Termination Date: February 28, 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
Address: 4041 N. Central Ave., Suite 600, Phoenix, AZ 85012
FOR CLARIFICATION, CONTACT:
Name: Karen Hoffman
Phone: 602-506-1582
FAX No:
E-mail: Karen.Hoffman@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. IGA2020-034 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
, 20___
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.
Attorney General Contract, No. P0012014000078, which is an
Agreement between public agencies, has been reviewed pursuant to
A.R.S. § 11-952 by the undersigned Assistant Attorney General, who
has determined that it is in the proper form and is within the powers
granted under the laws of the State of Arizona to those parties to the
Agreement represented by the Attorney General.
The Attorney General, BY:
Signature
Date
Assistant Attorney General:
Signature of Person Authorized to Sign
Date
Print Name and Title
Clint Hickman
Chairman, Board of Supervisors
Anne Longo, Attorney for County
ATTEST:_____________________________________
Office of the Clerk of the Board Date
86-6000472-G
07-290-681-D
, By and thru its Department
of Public Health
Suite 1400
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
IGA2020-034
Page 2 of 20
1.
Definition of Terms. As used in this Contract, the terms listed below are defined as follows:
1.1
“Attachment” means any document attached to the Contract and incorporated into the Contract.
1.2
“ADHS” means Arizona Department of Health Services.
1.3
“Budget Term” means the period of time for which the contract budget has been created and during which
funds should be expended.
1.4
“Change Order” means a written order that is signed by a Procurement Officer and that directs the
Contractor to make changes authorized by the Uniform Terms and Conditions of the Contract.
1.5
“Contract” means the combination of the Uniform and Special Terms and Conditions, the Specifications and
Statement or Scope of Work, Attachments, Referenced Documents, any Contract Amendments and any
terms applied by law.
1.6
“Contract Amendment” means a written document signed by the Procurement Officer and the Contractor
that is issued for the purpose of making changes in the Contract.
1.7
“Contractor” means any person who has a Contract with the Arizona Department of Health Services.
1.8
“Cost Reimbursement” means a contract under which a contractor is reimbursed for costs, which are
reasonable, allowable and allocable in accordance with the contract terms and approved by ADHS.
1.9
“Days” means calendar days unless otherwise specified.
1.10 “Fixed Price” establishes a set price per unit of service. The set price shall be based on costs, which are
reasonable, allowable and allocable.
1.11 “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more
than nominal value, present or promised, unless consideration of substantially equal or greater value is
received.
1.12 “Materials” unless otherwise stated herein, means all property, including but not limited to equipments,
supplies, printing, insurance and leases of property.
1.13 “Procurement Officer” means the person duly authorized by the State to enter into and administer Contracts
and make written determinations with respect to the Contract.
1.14 “Purchase Order” means a written document that is signed by a Procurement Officer, that requests a
vendor to deliver described goods or services at a specific price and that, on delivery and acceptance of the
goods or services by ADHS, becomes an obligation of the State.
1.15 “Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor.
1.16 “Subcontract” means any contract, express or implied, between the Contractor and another party or
between a subcontractor and another party delegating or assigning, in whole or in part, the making or
furnishing of any material or any service required for the performance of this Contract.
1.17 “State” means the State of Arizona and/or the ADHS. For purposes of this Contract, the term “State” shall
not include the Contractor.
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INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
IGA2020-034
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2.
Contract Type.
This Contract shall be:
X
Fixed Price
Cost Reimbursement
3.
Contract Interpretation.
3.1. Arizona Law. The law of Arizona applies to this Contract including, where applicable, the Uniform
Commercial Code as adopted by the State of Arizona.
3.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a
part of this Contract as if fully stated in it.
3.3. Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by
the State and as they may be amended, the following shall prevail in the order set forth below:
3.3.1.
Terms and Conditions;
3.3.2.
Statement or Scope of Work;
3.3.3.
Attachments; and
3.3.4.
Referenced Documents.
3.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to
this Contract shall be deemed to be the employee or agent of the other party to the Contract.
3.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid
shall not affect any other term or condition of the Contract.
3.6. No 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.
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TERMS AND CONDITIONS
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4.3. New Budget Term. If a budget term has been completed in a multi-term Contract, the parties may agree to
change the amount and type of funding to accommodate new circumstances in the next budget term. Any
increase or decrease in funding at the time of the new budget term shall coincide with a change in the
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,
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TERMS AND CONDITIONS
IGA2020-034
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results, software, data and any other intellectual property or deliverables created, prepared, or
received by the Contractor in performance of this Contract. Contractor acknowledges that all
Materials are the property of the State by and through the ADHS and, as such, shall remain under
the sole direction, management and control of the ADHS. The Contractor is not entitled to a patent
or copyright on these Materials and may not transfer a patent or copyright on them to any other
person or entity. To the extent any copyright in any Materials may originally vest in the Contractor,
the Contractor hereby irrevocably transfers to the ADHS, for and on behalf of the State, all
copyright ownership. The ADHS shall have full, complete and exclusive rights to reproduce,
duplicate, adapt, distribute, display, disclose, publish, release and otherwise use all Materials. The
Contractor shall not use or release these Materials without the prior written consent of the ADHS.
When this Contract is terminated, the disposition of all such Materials shall be determined by the
ADHS. Further, the Contractor agrees to give recognition to the ADHS for its support of any
program when releasing or publishing program Materials.
4.10.3. Notwithstanding the above, if the Contractor is a State agency, the following shall apply instead: It
is the intention of ADHS and Contractor that all material and intellectual property developed under
this Agreement be used and controlled in ways to produce the greatest benefit to the parties to this
Contract and the citizens of the State of Arizona. As used in this paragraph, “Material” means all
written and electronic information, recordings, reports, findings, research information, abstracts,
results, software, data, discoveries, inventions, procedures and processes of services developed by
the Contractor and any other materials created, prepared or received by the Contractor and
subcontractors in performance of this Agreement. “Material” as used herein shall not include any
pre-existing data, information, materials, discoveries, inventions or any form of intellectual property
invented, created, developed or devised by Contractor (or its employees, subcontractors or agents)
prior to the commencement of the services funded by this Agreement or that may result from
Contractor’s involvement in other service activities that are not funded by the Agreement.
4.10.4. Title and exclusive copyright to all Material shall vest in the State of Arizona, subject to any rights
reserved on behalf of the federal government. As State agencies and instrumentalities, both ADHS
and Contractor shall have full, complete, perpetual, irrevocable and non-transferable rights to
reproduce, duplicate, adapt, make derivative works, distribute, display, disclose, publish and
otherwise use any and all Material. The Contractor’s right to use Material shall include the following
rights: the right to use the Material in connection with its internal, non-profit research and
educational activities, the right to present at academic or professional meetings or symposia and
the right to publish in journals, theses, dissertations or otherwise of Contractor’s own choosing.
Contractor agrees to provide ADHS with a right of review prior to any publication or public
presentation of the Material, and ADHS shall be entitled to request the removal of its confidential
information or any other content the disclosure of which would be contrary to the best interest of the
State of Arizona. Neither party shall release confidential information to the public without the prior
expressly written permission of the other, unless required by the State public records statutes or
other law, including a court order. Each party agrees to give recognition to the other party in all
public presentations or publications of any Material, when releasing or publishing them.
4.10.5. In addition, ADHS and Contractor agree that any and all Material shall be made freely available to
the public to the extent it is in the best interest of the State. However, if either party wants to
license or assign an intellectual property interest in the material to a third-party for monetary
compensation, ADHS and Contractor agree to convene to determine the relevant issues of title,
copyright, patent and distribution of revenue. In the event of a controversy as to whether the
Material is being used for monetary compensation or in a way that interferes with the best interest
of the state or ADHS, then the Arizona Department of Administration shall make the final decision.
Notwithstanding the above, “monetary compensation’ does not include compensation paid to an
individual creator for traditional publications in academia (the copyrights to which are Employee-
Excluded Works under ABOR Intellectual Property Policy Section 6-908C.4.), an honorarium or
other reimbursement of expenses for an academic or professional presentation, or an unprofitable
distribution of Material.
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TERMS AND CONDITIONS
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4.11. E-Verify Requirements In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all
Federal immigration laws and regulations relating to employees and warrants its compliance with Section
A.R.S. § 23-214, Subsection A.
4.12. Federal Immigration and Nationality Act The Contractor shall comply with all federal, state and local
immigration laws and regulations relating to the immigration status of their employees during the term of the
Contract. Further, the Contractor shall flow down this requirement to all subcontractors utilized during the
term of the Contract. The State shall retain the right to perform random audits of Contractor and
subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the State
determine that the Contractor and/or any subcontractors be found noncompliant, the State may pursue all
remedies allowed by law, including, but not limited to; suspension of work, termination of the Contract for
default and suspension and/or debarment of the Contractor.
5.
Costs and Payments
5.1. Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, net 30 days. Upon
receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate
Contractor’s Expenditure Report for payment from the State within thirty (30) days, as provided in the
Accounting and Auditing Procedures Manual for the ADHS.
5.2. Recoupment of Contract Payments.
5.2.1.
Unearned Advanced Funds. Any unearned State funds that have been advanced to the Contractor
and remain in its possession at the end of each budget term, or at the time of termination of the
Contract, shall be refunded to the ADHS within forty-five (45) days of the end of a budget term or of
the time of termination.
5.2.2.
Contracted Services. In a fixed price contract, if the number of services provided is less than the
number of services for which the Contractor received compensation, funds to be returned to the
ADHS shall be determined by the Contract price. Where the price is determined by cost per unit of
service or material, the funds to be returned shall be determined by multiplying the unit of service
cost by the number of services the Contractor did not provide during the Contract term. Where the
price for a deliverable is fixed, but the deliverable has not been completed, the Contractor shall be
paid a pro rata portion of the completed deliverable. In a cost reimbursement contract, the ADHS
shall pay for any costs that the Contractor can document as having been paid by the Contractor
and approved by ADHS. In addition, the Contractor will be paid its reasonable actual costs for work
in progress as determined by Generally Accepted Accounting Procedures up to the date of contract
termination.
5.2.3.
Refunds. Within forty-five (45) days after the end of each budget term or of the time of termination
of the Contract, the Contractor shall refund the greater of: i) the amount refundable in accordance
with paragraph 4.2.1, Unearned Advanced Funds; or ii) the amount refundable in accordance with
paragraph 5.2.2, Contracted Services.
5.2.4.
Unacceptable Expenditures. The Contractor agrees to reimburse the ADHS for all Contract funds
expended, which are determined by the ADHS not to have been disbursed by the Contractor in
accordance with the terms of this Contract. The Contractor shall reimburse ADHS within 45 days of
the determination of unacceptability.
5.3. Unit Costs/Rates or Fees. Unit costs/rates or fees shall be based on costs, which are determined by ADHS
to be reasonable, allowable and allocable as outlined in the Accounting and Auditing Procedures Manual for
the ADHS.
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TERMS AND CONDITIONS
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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.
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TERMS AND CONDITIONS
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7.
Risk and Liability
7.1. Risk of Loss. The Contractor shall bear all loss of conforming material covered under this Contract until
received and accepted by authorized personnel at the location designated in the Purchase Order, Change
Order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming
materials shall remain with the Contractor regardless of receipt.
7.2. Mutual Indemnification. Each party (as “indemnitor”) agrees to indemnify, defend and hold harmless the
other party (as “indemnitee”) from and against any and all claims, losses, liability, costs or expenses
(including reasonable attorney’s fees) (hereinafter collectively referred to as “claims”) arising out of bodily
injury of any person (including death) or property damage, but only to the extent that such claims, which
result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence,
misconduct, or other fault of the indemnitor, its officers, officials, agents, employees or volunteers.
7.3. Force Majeure.
7.3.1.
Liability and Definition. Except for payment of sums due, neither party shall be liable to the other
nor deemed in default under this Contract if and to the extent that such party’s performance of this
Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence
that is beyond the control of the party affected and occurs without its fault or negligence. Without
limiting the foregoing, force majeure includes acts of God; acts of the public enemy; acts of
terrorism; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood; lockouts;
injunctions-interventions not caused by or resulting from the act or failure to act of the parties;
failures or refusals to act by government authority not caused by or resulting from the act or failure
to act of the parties; and other similar occurrences beyond the control of the party declaring force
majeure, which such party is unable to prevent by exercising reasonable diligence.
7.3.2.
Exclusions. Force Majeure shall not include the following occurrences:
7.3.2.1. Late delivery of Materials caused by congestion at a manufacturer’s plant or elsewhere, or
an oversold condition of the market;
7.3.2.2. Late performance by a subcontractor unless the delay arises out of a force majeure
occurrence in accordance with this force majeure term and condition; or
7.3.2.3. Inability of either the Contractor or any subcontractor to acquire or maintain any required
insurance, bonds, licenses or permits.
7.3.3.
Notice. If either party is delayed at any time in the progress of the work by force majeure, the
delayed party shall notify the other party in writing of such delay, as soon as is practicable and no
later than the following working day of the commencement thereof, and shall specify the causes of
such delay in such notice. Such notice shall be delivered or mailed certified-return receipt and shall
make a specific reference to this article, thereby invoking its provisions. The delayed party shall
cause such delay to cease as soon as practicable and shall notify the other party in writing when it
has done so. The time of completion shall be extended by Contract Amendment for a period of
time equal to the time that the results or effects of such delay prevent the delayed party from
performing in accordance with this Contract.
7.3.4.
Default. Any delay or failure in performance by either party hereto shall not constitute default
hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent
that, such delay or failure is caused by force majeure.
7.4. Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges resulting
from antitrust violations to the extent that those violations concern materials or services supplied by third
parties to the Contractor for or toward the fulfillment of this Contract.
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TERMS AND CONDITIONS
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8.
Description of Materials The following provisions shall apply to Materials only:
8.1. Liens. The Contractor agrees that the Materials supplied under this Contract are free of liens. In the event
the Materials are not free of liens, Contractor shall pay to remove the lien and any associated damages or
replace the Materials with Materials free of liens.
8.2. Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor agrees that, for
one year after acceptance by the State of the Materials, they shall be:
8.2.1.
Of a quality to pass without objection in the Contract description;
8.2.2.
Fit for the intended purposes for which the Materials are used;
8.2.3.
Within the variations permitted by the Contract and are of even kind, quantity, and quality within
each unit and among all units;
8.2.4.
Adequately contained, packaged and marked as the Contract may require; and
8.2.5.
Conform to the written promises or affirmations of fact made by the Contractor.
8.3. Inspection/Testing. Subparagraphs 8.1 through 8.2 of this paragraph are not affected by inspection or
testing of or payment for the Materials by the State.
8.4. Compliance With Applicable Laws. The Materials and services supplied under this Contract shall comply
with all applicable federal, state and local laws, and the Contractor shall maintain all applicable license and
permit requirements.
8.5. Survival of Rights and Obligations After Contract Expiration and Termination.
8.5.1.
Contractor’s Representations. All representations and warranties made by the Contractor under
this Contract in paragraphs 7 and 8 shall survive the expiration or termination hereof. In addition,
the parties hereto acknowledge that pursuant to A.R.S. § 12.510, except as provided in A.R.S. §
12-529, the State is not subject to or barred by any limitations of actions prescribed in A.R.S. Title
12, Chapter 5.
8.5.2.
Purchase Orders and Change Orders. Unless otherwise directed in writing by the Procurement
Officer, the Contractor shall fully perform and shall be obligated to comply with all Purchase Orders
and Change Orders received by the Contractor prior to the expiration or termination hereof,
including, without limitation, all Purchase Orders and Change Orders received prior to but not fully
performed and satisfied at the expiration or termination of this Contract.
9.
State’s Contractual Remedies
9.1. Right to Assurance. If the State, in good faith, has reason to believe that the Contractor does not intend to,
or is unable to, perform or continue performing under this Contract, the Procurement Officer may demand
in writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor to
provide written assurance within the number of Days specified in the demand may, at the State’s option, be
the basis for terminating the Contract.
9.2. Stop Work Order.
9.2.1.
Terms. The State may, at any time, by written order to the Contractor, require the Contractor to
stop all or any part of the work called for by this Contract for a period up to ninety (90) Days after
the order is delivered to the Contractor, and for any further period to which the parties may agree.
The order shall be specifically identified as a stop work order issued under this clause. Upon
receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable
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TERMS AND CONDITIONS
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steps to minimize the incurrence of costs allocable to the work covered by the order during the
period of work stoppage.
9.2.2.
Cancellation or Expiration. If a stop work order issued under this clause is canceled or the period of
the order or any extension expires, the Contractor shall resume work. The Procurement Officer
shall make an equitable adjustment in the delivery schedule or Contract price, or both, and the
Contract shall be amended in writing accordingly.
9.3.
Non-exclusive Remedies. The rights and remedies of ADHS under this Contract are not exclusive, and
ADHS is entitled to all rights and remedies available to it, including those under the Arizona Uniform
Commercial Code and Arizona common law.
9.4.
Right of Offset. The State shall be entitled to offset against any sums due the Contractor in any Contract
with the State or damages assessed by the State because of the Contractor’s non-conforming performance
or failure to perform this Contract. The right to offset may include, but is not limited to, a deduction from an
unpaid balance and a collection against the bid and/or performance bonds. Any offset taken for damages
assessed by the State shall represent a fair and reasonable amount for the actual damages and shall not
be a penalty for non-performance.
10.
Contract Termination
10.1. Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel this Contract within
three (3) years after Contract execution without penalty or further obligation if any person significantly
involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the State is, or
becomes at any time while the Contract or an extension of the Contract is in effect, an employee of or a
consultant to any other party to this Contract with respect to the subject matter of the Contract. The
cancellation shall be effective when the Contractor receives written notice of the cancellation, unless the
notice specifies a later time. If the Contractor is a political subdivision of the State, it may also cancel this
Contract as provided in A.R.S. § 38-511.
10.2. Gratuities. The State may, by written notice, terminate this Contract, in whole or in part, if the State
determines that employment or a Gratuity was offered or made by the Contractor or a representative of the
Contractor to any officer or employee of the State for the purpose of influencing the outcome of the
procurement, securing the Contract or an Amendment to the Contract, or receiving favorable treatment
concerning the Contract, including the making of any determination or decision about Contract
performance. The State, in addition to any other rights or remedies, shall be entitled to recover exemplary
damages in the amount of three times the value of the Gratuity offered by the Contractor.
10.3. Suspension or Debarment. The State may, by written notice to the Contractor, immediately terminate this
Contract if the State determines that the Contractor or its subcontractor has been debarred, suspended or
otherwise lawfully prohibited from participating in any public procurement activity, including but not limited
to, being disapproved as a subcontractor of any public procurement unit or other governmental body.
10.4. Termination Without Cause.
10.4.1. Both the State and the Contractor may terminate this Contract at any time with thirty (30) days’
notice in writing specifying the termination date. Such notices shall be given by personal delivery or
by certified mail, return receipt requested.
10.4.2. If the Contractor terminates this Contract, any monies prepaid by the State, for which no service or
benefit was received by the State, shall be refunded to the State within 5 days of the termination
notice. In addition, if the Contractor terminates the Contract, the Contractor shall indemnify the
State for any sanctions imposed by the funding source as a result of the Contractor’s failure to
complete the Contract.
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TERMS AND CONDITIONS
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10.4.3. If the State terminates this Contact pursuant to this Section, the State shall pay the Contractor the
Contract price for all Services and Materials completed up to the date of termination. In a fixed
price contract, the State shall pay the amount owed for the Services or Materials by multiplying the
unit of service or item cost by the number of unpaid service units or items. In a cost reimbursement
contract, the ADHS shall pay for any costs that the Contractor can document as having been paid
by the Contractor and approved by ADHS. In addition, the Contractor will be paid its reasonable
actual costs for work in progress as determined by GAAP up to the date of termination. Upon such
termination, the Contractor shall deliver to the ADHS all deliverables completed. ADHS may
require Contractor to negotiate the terms of any remaining deliverables still due.
10.5. Mutual Termination. This Contract may be terminated by mutual written agreement of the parties
specifying the termination date and the terms for disposition of property and, as necessary, submission of
required deliverables and payment therein.
10.6. Termination for Default. The State reserves the right to terminate the Contract in whole or in part due to
the failure of the Contractor to comply with any material obligation, term or condition of the Contract, to
acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory
progress in performing the Contract. In the event the ADHS terminates the Contract in whole or in part as
provided in this paragraph, the ADHS may procure, upon such terms and in such manner as deemed
appropriate, Services or Materials, similar to those terminated, and Contractor shall be liable to the ADHS
for any excess costs incurred by the ADHS in obtaining such similar Services or Materials.
10.7. Continuation of Performance Through Termination. Upon receipt of the notice of termination and until the
effective date of the notice of termination, the Contractor shall perform work consistent with the
requirements of the Contract and, if applicable, in accordance with a written transition plan approved by the
ADHS. If the Contract is terminated in part, the Contractor shall continue to perform the Contract to the
extent not terminated. After receiving the notice of termination, the Contractor shall immediately notify all
subcontractors, in writing, to stop work on the effective date of termination, and on the effective date of
termination, the Contractor and subcontractors shall stop all work.
10.8. Disposition of Property. Upon termination of this Contract, all property of the State, as defined herein, shall
be delivered to the ADHS upon demand.
11.
Arbitration
Pursuant to A.R.S. § 12-1518, disputes under this Contract shall be resolved through the use of arbitration when
the case or lawsuit is subject to mandatory arbitration pursuant to rules adopted under A.R.S. § 12 -133.
12.
Communication
12.1. Program Report. When reports are required by the Contract, the Contractor shall provide them in the
format approved by ADHS.
12.2. Information and Coordination. The State will provide information to the Contractor pertaining to activities
that affect the Contractor’s delivery of services, and the Contractor shall be responsible for coordinating
their activities with the State’s in such a manner as not to conflict or unnecessarily duplicate the State’s
activities. As the work of the Contractor progresses, advice and information on matters covered by the
Contract shall be made available by the Contractor to the State throughout the effective period of the
Contract.
13.
Client Grievances
If applicable, the Contractor and its subcontractors shall use a procedure through which clients may present
grievances about the operation of the program that result in the denial, suspension or reduction of services
provided pursuant to this Contract and which is acceptable to and approved by the State.
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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;
domestic or foreign for-profit organization; or Federal agency, but only as a subrecipient under an award or
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
IGA2020-034
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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. Refer to and sign
Attachment A to this Agreement.
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.
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1.
Background
1.1.
The Office of Community Innovations (OCI) is part of the Bureau of Nutrition and Physical Activity (BNPA)
located in the Prevention Health Services Division at the Arizona Department of Health Services (ADHS).
Focused on positively impacting nutrition, physical activity and health disparities, the OCI is strategically
staffed with programs that target these efforts with specific populations, including early care and education
(ECE) settings. OCI has the responsibility for directing the Nemours grant, ‘Better Together’, herein called
Empower PLUS+ 2.0. Nemours, in partnership with the University of North Carolina (UNC) provide this
opportunity and direction.
1.2.
Empower PLUS+ 2.0 has a three-pronged approach:
1.2.1.
Learning Collaboratives (LC),
1.2.2.
Statewide Go Nutrition and Physical Activity Self-Assessment for Child Care (NAPSACC)
implementation, and
1.2.3.
ECE state-systems alignment.
1.3.
LC’s are groups of twenty to twenty-five (20-25) ECE providers in a geographic area and are supported by
group training learning sessions (LS) and individualized technical assistance (TA). Training and TA
services for LC’s in Maricopa County are provided through contracts with Maricopa County Department of
Public Health (MCDPH).
2.
Objective
2.1.
Empower PLUS+ 2.0 supports ECE providers to improve their practices, policies, and environments to
meet health-related best practices for child nutrition, breastfeeding, physical activity, and other topics
using a learning collaborative approach. The goal is to spread impactful, sustainable policy and practice
improvements in ECE programs for the purpose of promoting lifelong healthy living. The compensation will
provide MCDPH funding for:
2.1.1.
Recruitment of ECE’s to the LC’s,
2.1.2.
Preparation to provide orientation, training and TA delivery,
2.1.3.
Implementation of orientation and training,
2.1.4.
Delivery of TA, including use of online Go NAPSACC system,
2.1.5.
Communication and administrative tasks associated with project deliverables, and
2.1.6.
Mileage reimbursement associated with project functions at approved State rates.
2.2.
State trainers play a critical role in ensuring that the Empower PLUS+2.0 curriculum is implemented
effectively and participating programs are supported in their ability to make sustainable policy and practice
change. Trainers will be responsible for the preparation of orientation and learning sessions, implementing
the orientation and learning sessions, and providing TA through use of the Go NAPSACC platform to ECE
programs between learning sessions. MCDPH shall provide two (2) trainers per LC in the Phoenix metro
area and coordinate with ADHS’ Early Care and Education Manager/Nemours Project Coordinator to
include, but not be limited to the tasks outlined below.
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3.
Tasks
The Contractor shall:
3.1. Assist in the recruitment and enrollment of ECE centers to the Empower PLUS+2.0 LC project in Maricopa
County who meet eligibility guidelines;
3.2. Recruit and assist with enrollment of twenty-five (25) ECE centers that meet Supplemental Nutrition
Assistance Program – Education (SNAP-Ed) eligibility and serve forty plus (40+) children ages zero to five
(0-5);
3.3. Prepare UNC Institutional Review Board (IRB) requirements consisting of:
3.3.1.
A resume,
3.3.2.
The required Independent Investigator Confirmation form, and
3.3.3.
Collaborative Institutional Training Initiative (CITI) course.
3.4. Prepare for orientation and learning sessions, with support from the State Project Coordinator and
Nemours/UNC project staff by:
3.4.1.
Attend Train-the-Trainer (T-t-T) sessions,
3.4.2.
Become familiar with curriculum content,
3.4.3.
Complete Go NAPSACC TA/Consultant Training at https://gonapsacc.org/,
3.4.4.
Create a Consultant account in Go NAPSAC,
3.4.5.
Organize materials,
3.4.6.
Identify state specific information as appropriate, and
3.4.7.
Coordinate day of learning session logistics.
3.5. Attend and participate in meetings with Project Coordinator (approximately one (1) hour per month);
3.6. Attend and participate in trainer preparation meetings, held approximately four (4) times throughout the
project year, prior to each learning session;
3.6.1.
Facilitate successful implementation of learning collaborative sessions by co-facilitating one (1),
two (2) hour orientation meeting, and four (4) day-long, six to eight (6-8) hours. Learning sessions
with approximately twenty-five to fifty (25-50) representatives from participating ECE programs.
Learning sessions take place every six (6) and eight (8) weeks between August and May and shall
include:
3.6.1.1.
Curriculum instruction;
3.6.1.2.
Presentations from experts via multimedia or in-person guest speakers;
3.6.1.3.
Activities, such as small and large discussion groups, and demonstration;
3.6.1.4.
Assessment, action planning and moderating the sharing of successes and
challenges; and
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3.6.1.5.
Assignment of curriculum homework for participants.
3.7. Provide tailored technical assistance to each enrolled ECE provider using the online Go NAPSACC
system:
3.7.1.
Provide TA with approximately twenty-five (25) assigned ECE programs during each Action
Period, via on-site visits, telephone, email, and virtual meeting contacts, to support each
program’s ability to make sustainable policy and practice changes during the project year,
3.7.2.
Assist each ECE provider on how to enroll in and use the Go NAPSACC platform to assess, plan
and develop action plans to improve policies and practices,
3.7.3.
Provide at least one TA contact to each program during each Action Period and document all TA
using Go NAPSACC, no later than the fifth (5th) working day after each month end,
3.7.4.
Prepare Monthly Summary of TA and other project activity, using approved reporting instrument to
Project Coordinator, and
3.7.5.
Prepare Monthly Invoice to Project Coordinator.
3.8. Work collaboratively with Arizona Health Zone Local Implementing Agency (LIA) staff in all project
activities, to build their capacity, assist them in supporting ECE programs, and help transition them as the
project ends, with the goal of providing sustainable support to enrolled ECE programs;
3.9. Provide input for suggested timelines and sequences of LS, TA, and evaluation in order to ensure project
completion requirements;
3.10. Modify project needs and/or direction as needed;
3.11. Communicate as needed with State Project Coordinator and Nemours/UNC content experts to expand
knowledge to enhance support provided to participating programs;
3.12. At learning sessions and through the TA process, assist State Project Coordinator and Nemours/UNC
project staff with data collection from participating programs;
3.13. Participate in evaluation component of the overall ECE LC project by engaging with UNC upon request;
3.14. Provide feedback and suggestions to Nemours/UNC to improve the future implementation of LC sessions;
3.15. Review and revise curriculum and learning session materials prior to each learning session and as needed.
3.16. Contribute to regular project reporting, including but not limited to simple data collection, documenting
success stories, and responding to other information requests;
3.17. Receive support from Nemours/UNC and/or BNPA; and
3.18. Participate in periodic quality improvement group trainer calls, and receive additional coaching as needed
to enhance support provided to participating programs.
4.
BNPA alongside Nemours/UNC will:
4.1. Provide support as needed.
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INTERGOVERNMENTAL AGREEMENT
SCOPE OF WORK
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Page 17 of 20
5.
Deliverables
5.1. Reference Materials
BNPA alongside Nemours/UNC will provide the following resources:
5.1.1.
Better Together/Empower PLUS+ 2.0 Trainer Guide,
5.1.2.
Go NAPSACC online platform and resources,
5.1.3.
ECELC Resources on ECELC website designated for Trainers,
5.1.4.
Invoice Template, and
5.1.5.
Monthly Report Template.
5.2. The Contractor shall submit to BNPA the following deliverables:
5.2.1.
UNC Institutional Review Board (IRB) requirements: resume, and required Independent
Investigator Confirmation form, due one (1) week prior to Orientation,
5.2.2.
Monthly Reports no later than the fifth (5th) working day after each month end, and
5.2.3.
Monthly Invoice to Project Coordinator, no later than the fifth (5th) working day after each month
end.
6.
Notices, Correspondence, Reports and Invoices
6.1.
Notices, correspondence, and reports from the Contractor to ADHS shall be sent to:
Bonnie Williams
Early Care and Education Manager
Arizona Department of Health Services
150 North 18th Avenue, Suite 310
Phoenix, Arizona 85007
Bonnie.Williams@azdhs.gov
O: 602-542-2847 C: 480-294-2792
6.2.
Invoices shall be send to invoices@azdhs.gov and CC: Bonnie Williams at Bonnie.Williams@azdhs.gov
6.3.
Notices, Correspondence and Reports from ADHS to the Contractor will be sent to:
Karen Hoffman R.N., BAE
Child Care health Consultant Supervisor
Office of Community Wellness and Health Promotion
4041 N. Central Ave., Suite 600
Phoenix, AZ 85012
Karen.Hoffman@maricopa.gov
O: 602-506-1582
C: 602-540-3042
CC: Kathrine Mason at K.Mason@maricopa.gov
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
PRICE SHEET
IGA2020-034
Page 18 of 20
March 1, 2020 - June 30, 2020
Service
Due Date
Quantity
Unit Price
Total Cost
Recruit/Enroll ECE Centers for Maricopa
Learning Collaboratives
6/30/20
25
$50
$1,250.00
Preparation and Train-the-Trainer
Activities
6/30/20
58
$75
$4,350.00
TOTAL
$5,600.00
July 1, 2020 - June 30, 2021
Service
Due Date
Quantity
Unit Price
Total Cost
Recruit/Enroll ECE Centers for Maricopa
Learning Collaboratives for two (2)
trainers
8/30/2020
24
$50
$1,200.00
Preparation and Train-the-Trainer
Activities for two (2) trainers
6/30/21
134
$75
$10,050.00
Implement Training and TA for two (2)
trainers
6/30/21
70
$90
$6,300.00
TA for two (2) trainers
96
$90
$8,640.00
Travel and Mileage for four (4) staff
6/30/21
1920
$0.45
$864.00
TOTAL
$27,054.00
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
ATTACHMENT A
IGA2020-034
Page 19 of 20
Boycott of Israel Disclosure
Please note that if any of the following apply to this Solicitation, Contract, or Contractor, then the Offeror shall
select the “Exempt Solicitation, Contract, or Contractor” option below:
•
The Solicitation or Contract has an estimated value of less than $100,000;
•
Contractor is a sole proprietorship;
•
Contractor has fewer than ten (10) employees; OR
•
Contractor is a non-profit organization.
Pursuant to A.R.S. §35-393.01, public entities are prohibited from entering into contracts “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 goods or services from Israel.”
Under A.R.S. §35-393:
1. "Boycott" means engaging in a refusal to deal, terminating business activities or performing other actions that are
intended to limit commercial relations with entities doing business in Israel or in territories controlled by Israel, if those
actions are taken either:
(a) Based in part on the fact that the entity does business in Israel or in territories controlled by Israel.
(b) In a manner that discriminates on the basis of nationality, national origin or religion and that is not based on a
valid business reason.
2. "Company" means an organization, association, corporation, partnership, joint venture, limited partnership, limited
liability partnership, limited liability company or other entity or business association, including a wholly owned
subsidiary, majority-owned subsidiary, parent company or affiliate, that engages in for-profit activity and that has ten or
more full-time employees.
3. "Public entity" means this State, a political subdivision of this State or an agency, board, commission or department of
this State or a political subdivision of this State.
The certification below does not include boycotts prohibited by 50 United States Code Section 4842 or a regulation issued
pursuant to that section. See A.R.S. §35-393.03.
In compliance with A.R.S. §§35-393 et seq., all offerors must select one of the following:
The Company submitting this Offer does not participate in, and agrees not to participate in during the term of the
contract, a boycott of Israel in accordance with A.R.S. §§35-393 et seq. I understand that my entire response will
become public record in accordance with A.A.C. R2-7-C317.
The Company submitting this Offer does participate in a boycott of Israel as described in A.R.S. §§35-393 et seq.
Exempt Solicitation, Contract, or Contractor.
Indicate which of the following statements applies to this Contract:
Solicitation or Contract has an estimated value of less than $100,000;
Contractor is a sole proprietorship;
Contractor has fewer than ten (10) employees; and/or
Contractor is a non-profit organization.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
ATTACHMENT A
IGA2020-034
Page 20 of 20
Company Name
Signature of Person Authorized to Sign
Address
Printed Name
City
State
Zip
Title