CTR068457 IGA SUICIDE PREVENTION STAFFING AND PROGRAMMING FINAL (1).PDF

INTERGOVERNMENTAL AGREEMENT 
(IGA) 
ARIZONA DEPARTMENT OF 
HEALTH SERVICES 
OFFICE OF PROCUREMENT 
150 N. 18th Ave., Ste. #530 
Phoenix, Arizona 85007 
 
AGREEMENT No.: CTR068457 
PROCUREMENT OFFICER 
Niki Large 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 1 of 20 
Project Title:  Suicide Prevention Staffing and Programming 
 
Geographic Service Area:  State of Arizona 
Begin Date:  January 1, 2024 
 
Termination Date: Five (5) Years 
 
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. 
 
Amendments signed by each of the parties and attached hereto are hereby adopted by reference as a part of this Contract, from the effective date of the 
Amendment, as if fully set out herein. 
Arizona Transaction (Sales) Privilege: 
 
 
 
Federal Employer Identification No.: 
 
 
 
 
Tax License No.: 
 
 
 
 
Contractor Name: 
Maricopa County Department of Public Health 
 
Address: 
4041 N Central Avenue #1400 
Phoenix, Arizona 85012 
 
 
FOR CLARIFICATION, CONTACT: 
 
Name:Kelsey Manders 
 
Phone:602-571-9422 
 
FAX 602-506-6885 
 
E-mail: Kelsey.Manders@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 Agreement Number: 
CTR068457. 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   
 
, 2023 
 
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. CTR068457, 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

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 2 of 20 
1. 
Definition of Terms 
 
As used in this Agreement, the terms listed below are defined as follows: 
 
1.1 
“Attachment” means any item in the Agreement which requires the Contractor to submit as part of the 
Offer. 
 
1.2 
“Agreement” means the combination of the Agreement documents, including the Terms and Conditions, 
and the Specifications and Statement or Scope of Work; and any Agreement Amendments. 
 
1.3 
"Agreement Amendment" means a written document signed by the Procurement Officer that is issued for 
the purpose of making changes in the Agreement. 
 
1.4 
“Contractor” means any person who has an Agreement with the State. 
 
1.5 
“Data” means recorded information, regardless of form or the media on which it may be recorded. The 
term may include technical data and computer software. The term does not include information incidental 
to Agreement administration, such as financial, administrative, cost or pricing, or management 
information. 
 
1.6 
“Days” means calendar days unless otherwise specified. 
 
1.7 
“Exhibit” means any item labeled as an Exhibit in the Agreement generally containing maps, schematics, 
examples of reports, or other documents that will be used to perform the requirements of the Scope of 
Work after Agreement award. 
 
1.8 
“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. 
 
1.9 
“Materials” means all property, including equipment, supplies, printing, insurance and leases of property 
but does not include land, a permanent interest in land or real property or leasing space. 
 
1.10 
“Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter 
into and administer Agreements and make written determinations with respect to the Agreement. 
 
1.11 
“Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor which does not 
involve the delivery of a specific end product other than required reports and performance, but does not 
include employment agreements or collective bargaining agreements. 
 
1.12 
“State” means any department, commission, council, board, bureau, committee, institution, agency, 
government corporation or other establishment or official of the executive branch or corporation 
commission of the State of Arizona that executes the Agreement. 
 
1.13 
“State Fiscal Year” means the period beginning with July 1 and ending June 30. 
 
1.14 
“Subcontract” means any Agreement, express or implied, between the Contractor and another party or 
between a Subcontractor and another party delegating or assigning, in whole or in part, the making or 
furnishing of any Materials or any Services required for the performance of the Agreement. 
 
1.15 
“Subcontractor” means a person who contracts to perform work or render Services to a Contractor or to 
another Subcontractor as a part of a Agreement with the State.

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 3 of 20 
2. 
Agreement Type 
 
This Agreement shall be: 
 
 Fixed Price 
 Cost Reimbursement 
 
3. 
Agreement Interpretation 
 
3.1. 
Arizona Law. The Arizona law applies to this Agreement including, where applicable, the Uniform 
Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised 
Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) 
Title 2, Chapter 7; 
 
3.2. 
Implied Agreement Terms. Each provision of law and any terms required by law to be in this Agreement 
are a part of this Agreement as if fully stated in it; 
 
3.3. 
Agreement Order of Precedence. In the event of a conflict in the provisions of the Agreement, 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. 
Specifications, 
3.3.4. 
Attachments, 
3.3.5. 
Exhibits, then 
 
3.3.6. 
Any other documents referenced or included in the Agreement including, but not limited to, any 
documents that do not fall into one (1) of the above categories. 
3.4. 
Relationship of Parties. The Contractor under this Agreement is an independent Contractor. Neither party 
to this Agreement shall be deemed to be the employee or agent of the other party to the Agreement; 
 
3.5. 
Severability. The provisions of this Agreement are severable. Any term or condition deemed illegal or invalid 
shall not affect any other term or condition of the Agreement; 
 
3.6. 
No Parol Evidence. This Agreement is intended by the parties as a final and complete expression of their 
agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or 
explain any terms used in this document and no other understanding either oral or in writing shall be 
binding; and 
 
3.7. 
No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Agreement 
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. 
 
4. 
Agreement Administration and Operation 
 
4.1. 
Term. As indicated on the signature page of the Agreement, the Agreement shall be effective as of the Begin 
Date and shall remain effective until the Termination Date;

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 4 of 20 
 
4.2. 
Agreement Renewal.  This Agreement shall not bind, nor purport to bind, the State for any contractual 
commitment in excess of the original Agreement period.  The term of the Agreement shall not exceed five 
(5) years.  However, if the original Agreement period is for less than five (5) years, the State shall have the 
right, at its sole option, to renew the Agreement, so long as the original Agreement period together with the 
renewal periods does not exceed five (5) years.  If the State exercises such rights, all terms, conditions and 
provisions of the original Agreement 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 Agreement, 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. 
Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require 
each Subcontractor to retain any and all Data and other “records” relating to the acquisition and performance 
of the Agreement for a period of five (5) years after the completion of the Agreement. All records shall be 
subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce 
a legible copy of any or all such records; 
 
4.5. 
Non-Discrimination. The Contractor shall comply with State Executive Order Nos. 2023-09, 2023-01, 2009-
09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans 
with Disabilities Act. Contractor shall include these provisions in Agreements with Subcontractors when 
required by Federal or State law; 
 
4.6. 
Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Agreement and five (5) years 
thereafter, the Contractor’s or any Subcontractor’s books and records shall be subject to audit by the State 
and, where applicable, the Federal Government, to the extent that the books and records relate to the 
performance of the Agreement or Subcontract; 
 
4.7. 
Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, 
Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection of 
the facilities or Materials covered under this Agreement as required under A.R.S. § 41-2547. The State shall 
also have the right to test, at its own cost, the Materials to be supplied under this Agreement. Neither 
inspection of the Contractor’s facilities nor Materials testing shall constitute final acceptance of the Materials 
or Services. If the State determines non-compliance of the Materials, the Contractor shall be responsible for 
the payment of all costs incurred by the State for testing and inspection; 
 
4.8. 
Notices. Notices to the Contractor required by this Agreement shall be made by the State to the person 
indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the 
Agreement. Notices to the State required by the Agreement shall be made by the Contractor to the 
Solicitation Contact Person indicated on the Solicitation, stated in the Agreement, or listed on the State’s 
eProcurement system. An authorized Procurement Officer and an authorized Contractor representative may 
change their respective person to whom notice shall be given by written notice to the other and an 
amendment to the Agreement shall not be necessary; 
 
4.9. 
Advertising, Publishing and Promotion of Agreement. The Contractor shall not use, advertise or promote 
information for commercial benefit concerning this Agreement without the prior written approval of the 
Procurement Officer; 
 
4.10. 
Continuous Improvement. Contractor shall recommend continuous improvements on an on-going basis in 
relation to any Materials and Services offered under the Agreement, with a view to reducing State costs and

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 5 of 20 
improving the quality and efficiency of the provision of Materials or Services. State may require Contractor 
to engage in continuous improvements throughout the term of the Agreement; 
 
4.11. 
Other Contractors. State may undertake on its own or award other Agreements to the same or other suppliers 
for additional or related work. In such cases, the Contractor shall cooperate fully with State employees and 
such other suppliers and carefully coordinate, fit, connect, accommodate, adjust, or sequence its work to the 
related work by others. Where the Agreement requires handing-off Contractor’s work to others, Contractor 
shall cooperate as State instructs regarding the necessary transfer of its work product, Materials, Services, 
or records to State or the other suppliers. Contractor shall not commit or permit any act that interferes with 
the State’s or other suppliers’ performance of their work, provided that, State shall enforce the foregoing 
section equitably among all its suppliers so as not impose an unreasonable burden on any of them; 
 
4.12. 
Ownership of Intellectual Property: 
 
4.12.1. Rights In Work Product. All intellectual property originated or prepared by Contractor pursuant to 
the Agreement, including but not limited to, inventions, discoveries, intellectual copyrights, 
trademarks, trade names, trade secrets, technical communications, records reports, computer 
programs and other documentation or improvements thereto, including Contractor’s administrative 
communications and records relating to the Agreement, are considered work product and 
Contractor’s property, provided that, State has Government Purpose Rights to that work product as 
and when it was delivered to State, 
 
4.12.2. “Government Purpose Rights” are: 
 
4.12.2.1. 
the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide right to 
use, modify, reproduce, release, perform, display, sublicense, disclose and create 
derivatives from that work product without restriction for any activity in which State is a 
party; 
 
4.12.2.2. 
the right to release or disclose that work product to third parties for any State 
government purpose; and 
 
4.12.2.3. 
the right to authorize those to whom it rightfully releases or discloses that work product 
to use, modify, release, create derivative works from the work product for any State 
government purpose; such recipients being understood to include the federal 
government, the governments of other states, and various local governments. 
 
4.12.3. “Government Purpose Rights” do not include any right to use, modify, reproduce, perform, release, 
display, create derivative works from or disclose that work product for any commercial purpose, or 
to authorize others to do so, 
 
4.12.4. Joint Developments. The Contractor and State may each use equally any ideas, concepts, know-
how, or techniques developed jointly during the course of the Agreement, and may do so at their 
respective discretion, without obligation of notice or accounting to the other party, 
 
4.12.5. Pre-existing Material. All pre-existing software and other Materials developed or otherwise obtained 
by or for Contractor or its affiliates independently of the Agreement or applicable Purchase Orders 
are not part of the work product to which rights are granted State under subparagraph 3.9.1 above, 
and will remain the exclusive property of Contractor, provided that: 
 
4.12.5.1. 
any derivative works of such pre-existing Materials or elements thereof that are 
created pursuant to the Agreement are part of that work product;

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 6 of 20 
 
4.12.5.2. 
any elements of derivative work of such pre-existing Materials that was not created 
pursuant to the Agreement are not part of that work product; and 
 
4.12.5.3. 
except as expressly stated otherwise, nothing in the Agreement is to be construed to 
interfere or diminish Contractor’s or its affiliates’ ownership of such pre-existing 
Materials. 
 
4.12.6. Developments Outside of Agreement. Unless expressly stated otherwise in the Agreement, this 
Section does not preclude Contractor from developing competing Materials outside the Agreement, 
irrespective of any similarity to Materials delivered or to be delivered to State hereunder. 
 
4.13. 
Property of the State. If there are any materials that are not covered by Section 4.9 above created under this 
Agreement, including but not limited to, reports and other deliverables, these materials are the sole property 
of the State. The Contractor is not entitled to a patent or copyright on those materials and may not transfer 
the patent or copyright to anyone else. The Contractor shall not use or release these materials without the 
prior written consent of the State; 
 
4.14. 
Federal Immigration and Nationality Act. Contractor shall comply with all federal, state and local immigration 
laws and regulations relating to the immigration status of their employees during the term of the Agreement. 
Further, Contractor shall flow down this requirement to all Subcontractors utilized during the term of the 
Agreement. The State shall retain the right to perform random audits of Contractor and Subcontractor 
records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that 
the Contractor or any Subcontractors be found noncompliant, the State may pursue all remedies allowed by 
law, including, but not limited to: suspension of work, termination of the Agreement for default and 
suspension or debarment of the Contractor; 
 
4.15. 
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; 
 
4.16. 
Offshore Performance of Work involving Data is Prohibited. Any Services that are described in the 
specifications or scope of work that directly serve the State of Arizona or its clients and involve access to 
Data shall be performed within the defined territories of the United States; 
 
4.17. 
Certifications Required by State Law: 
 
4.17.1. If Contractor is a Company as defined in A.R.S. § 35-393, Contractor certifies that it is not currently 
engaged in a boycott of Israel as described in A.R.S. §§ 35-393 et seq. and will refrain from any 
such boycott for the duration of this Agreement, and 
 
4.17.2. Contractor further certifies that it shall comply with A.R.S. § 35-394, regarding use of the forced 
labor of ethnic Uyghurs, as applicable. 
 
4.18. 
Protection of State Cybersecurity Interests. The Contractor shall comply with State Executive Order No. 
2023-10, which includes, but is not limited to, a prohibition against (a) downloading and installing of TikTok 
on all State-owned and State-leased information technology; and (b) accessing TikTok through State 
information technology. 
 
5. 
Costs and Payments 
5.1. 
Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net thirty (30) days.

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 7 of 20 
Upon receipt and acceptance of Materials or Services, the Contractor shall submit a complete and accurate 
invoice for payment from the State within thirty (30) days; 
 
5.2. 
Delivery. Unless stated otherwise in the Agreement, per A.R.S. § 47-2319, all prices shall be F.O.B. (“free 
on board”) Destination and shall include all freight delivery and unloading at the destination; 
 
5.3. 
Firm, Fixed Price. Unless stated otherwise in the Special Terms and Conditions of the Agreement, all prices 
shall be firm-fixed-prices; 
 
5.4. 
Applicable Taxes: 
 
5.4.1. 
Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes, 
 
5.4.2. 
State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state 
and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the 
responsibility of the seller to remit. Failure to collect such taxes from the buyer does not relieve the 
seller from its obligation to remit taxes, 
 
5.4.3. 
Tax Indemnification. Contractor and all Subcontractors shall pay all Federal, state and local taxes 
applicable to its operation and any persons employed by the Contractor. Contractor shall, and 
require all Subcontractors to hold the State harmless from any responsibility for taxes, damages and 
interest, if applicable, contributions required under Federal, and/or state and local laws and 
regulations and any other costs including transaction privilege taxes, unemployment compensation 
insurance, Social Security and Worker’s Compensation, and 
 
5.4.4. 
IRS W9 Form. In order to receive payment, the Contractor shall have a current I.R.S. W9 Form on 
file with the State of Arizona, unless not required by law. 
 
5.5. 
Availability of Funds for the Next State Fiscal Year. Funds may not presently be available for performance 
under this Agreement beyond the current State Fiscal Year. No legal liability on the part of the State for any 
payment may arise under this Agreement beyond the current State Fiscal Year until funds are made available 
for performance of this Agreement; 
 
5.6. 
Availability of Funds for the Current State Fiscal Year. Should the State Legislature enter back into session 
and reduce the appropriations or for any reason and these Materials or Services are not funded, the State 
may take any of the following actions: 
 
5.6.1. 
Accept a decrease in price offered by the Contractor, 
 
5.6.2. 
Cancel the Agreement, or 
 
5.6.3. 
Cancel the Agreement and re-solicit the requirements. 
6. 
Agreement Changes 
6.1. 
Amendments. This Agreement is issued under the authority of the Procurement Officer who signed this 
Agreement. The Agreement may be modified only through an Agreement Amendment within the scope of 
the Agreement. Changes to the Agreement, including the addition of Services or Materials, the revision of 
payment terms, or the substitution of Services or Materials, directed by a person who is not specifically 
authorized by the Procurement Officer in writing or made unilaterally by the Contractor are violations of the 
Agreement and of applicable law. Such changes, including unauthorized written Agreement Amendments 
shall be void and without effect, and the Contractor shall not be entitled to any claim under this Agreement

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 8 of 20 
based on those changes; 
 
6.2. 
Subcontracts. The Contractor shall not enter into any Subcontract under this Agreement for the performance 
of this Agreement without the advance written approval of the Procurement Officer as described in Arizona 
State Procurement Office Standard Procedure 002. The Contractor shall clearly list any proposed 
Subcontractors and the Subcontractor’s proposed responsibilities. The Subcontract shall incorporate by 
reference the terms and conditions of this Agreement; and 
 
6.3. 
Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty under this 
Agreement without the prior written approval of the Procurement Officer. The State shall not unreasonably 
withhold approval. 
 
7. 
Risk and Liability 
7.1. 
Risk of Loss. The Contractor shall bear all loss of conforming Materials covered under this Agreement until 
received by authorized personnel at the location designated in the purchase order or Agreement. Mere 
receipt does not constitute final acceptance. The risk of loss for nonconforming Materials shall remain with 
the Contractor regardless of receipt; 
 
7.2. 
Indemnification: 
 
7.2.1. 
Contractor/Vendor Indemnification (Not Public Agency).To the fullest extent permitted by law, 
Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, 
agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter 
referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, 
or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and 
litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or 
loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in 
part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, 
agents, employees or Subcontractors. This indemnity includes any claim or amount arising out of, 
or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor 
to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It 
is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims 
arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by 
Contractor from and against any and all claims. It is agreed that Contractor will be responsible for 
primary loss investigation, defense, and judgment costs where this indemnification is applicable. In 
consideration of the award of this Agreement, the Contractor agrees to waive all rights of subrogation 
Insurance and Indemnification Guidelines for State of Arizona Contracts Professional Service 
Agreements against the State of Arizona, its officers, officials, agents, and employees for losses 
arising from the work performed by the Contractor for the State of Arizona. This indemnity shall not 
apply if the Contractor or Subcontractor(s) is/are an agency, board, commission or university of the 
State of Arizona, and 
 
7.2.2. 
Public Agency Language Only. Each party (as 'indemnitor') agrees to indemnify, defend, and hold 
harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, 
or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') 
arising out of bodily injury of any person (including death) or property damage but only to the extent 
that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, 
omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, 
employees, or volunteers. 
 
7.3. 
Indemnification - Patent and Copyright. The Contractor shall indemnify and hold harmless the State against

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 9 of 20 
any liability, including costs and expenses, for infringement of any patent, trademark or copyright arising out 
of Agreement performance or use by the State of Materials furnished or work performed under this 
Agreement. The State shall reasonably notify the Contractor of any claim for which it may be liable under 
this paragraph. If the Contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this paragraph shall 
not apply; 
 
7.4. 
Force Majeure: 
 
7.4.1. 
Except for payment of sums due, neither the Contractor nor State shall be liable to the other nor 
deemed in default under this Agreement if and to the extent that such party’s performance of this 
Agreement is prevented by reason of force majeure. The term “force majeure” means an occurrence 
that is beyond the control of the party affected and occurs without its fault or negligence. Without 
limiting the foregoing, force majeure includes: acts of God, acts of the public enemy, war, riots, 
strikes, mobilization, labor disputes, civil disorders, fire, flood, lockouts, injunctions-intervention-acts, 
failures or refusals to act by government authority, and other similar occurrences beyond the control 
of the party declaring force majeure which such party is unable to prevent by exercising reasonable 
diligence, 
 
7.4.2. 
Force Majeure shall not include the following occurrences: 
7.4.2.1. 
Late delivery of equipment, Materials, or Services caused by congestion at a 
manufacturer’s plant or elsewhere, or an oversold condition of the market; 
7.4.2.2. 
Late performance by a Subcontractor unless the delay arises out of a force majeure 
occurrence in accordance with this force majeure term and condition; or 
7.4.2.3. 
Inability of either the Contractor or any Subcontractor to acquire or maintain any 
required insurance, bonds, licenses or permits. 
 
7.4.3. 
If either the Contractor or State is delayed at any time in the progress of the work by force majeure, 
the delayed party shall notify the other party in writing of such delay, as soon as is practicable and 
no later than the following working day, of the commencement thereof and shall specify the causes 
of such delay in such notice. Such notice shall be delivered or mailed certified-return receipt and 
shall make a specific reference to this article, thereby invoking its provisions. The delayed party shall 
cause such delay to cease as soon as practicable and shall notify the other party in writing when it 
has done so. The time of completion shall be extended by Agreement Amendment for a period of 
time equal to the time that results or effects of such delay prevent the delayed party from performing 
in accordance with this Agreement, and 
 
7.4.4. 
Any delay or failure in performance by either party hereto shall not constitute default hereunder or 
give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay 
or failure is caused by force majeure. 
 
7.5. 
Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges resulting from 
antitrust violations to the extent that those violations concern Materials or Services supplied by third parties 
to the Contractor, toward fulfillment of this Agreement. 
 
8. 
Warranties 
8.1. 
Liens. The Contractor warrants that the Materials supplied under this Agreement are free of liens and shall 
remain free of liens;

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 10 of 20 
8.2. 
Quality. Unless otherwise modified elsewhere in the Terms and Conditions, the Contractor warrants that, for 
one (1) year after acceptance by the State of the Materials, they shall be: 
 
8.2.1. 
Of a quality to pass without objection in the trade under the Agreement description, 
 
8.2.2. 
Fit for the intended purposes for which the Materials are used, 
 
8.2.3. 
Within the variations permitted by the Agreement 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 Agreement may require, and 
 
8.2.5. 
Conform to the written promises or affirmations of fact made by the Contractor. 
 
8.3. 
Conformity to Requirements: 
 
8.3.1. 
Contractor warrants that, unless expressly provided otherwise elsewhere in the Agreement, the 
Materials and Services will for one (1) year after acceptance and in each instance: 
 
8.3.1.1. 
Conform to the requirements of the Agreement, which by way of reminder include 
without limitation all descriptions, specifications, and drawings identified in the Scope 
of Work and any and all Contractor affirmations included as part of the Agreement; 
 
8.3.1.2. 
Be free from defects of material and workmanship; 
 
8.3.1.3. 
Conform to or perform in a manner consistent with current industry standards; and 
 
8.3.1.4. 
Be fit for the intended purpose or use described in the Agreement. 
 
8.3.2. 
Mere delivery or performance does not substitute for express acceptance by the State. Where 
inspection, testing, or other acceptance assessment of Materials or Services cannot be done until 
after installation or invoicing, the forgoing warranty will not begin until State’s explicit acceptance of 
the Materials or Services. 
 
8.4. 
Inspection/Testing. The warranties set forth in this Section 8 [Warranties] are not affected by inspection or 
testing of or payment for the Materials or Services by the State; 
 
8.5. 
Contractor Personnel. Contractor warrants that its personnel will perform their duties under the Agreement 
in a professional manner, applying the requisite skills and knowledge, consistent with industry standards, 
and in accordance with the requirements of the Agreement. Contractor further warrants that its key personnel 
will maintain any and all certifications relevant to their work, and Contractor shall provide individual evidence 
of certification to State’s authorized representatives upon request; 
 
8.6. 
Compliance With Applicable Laws. The Materials and Services supplied under this Agreement shall comply 
with all applicable federal, state, and local laws and policies (including, but not limited to, information 
technology policies, standards, and procedures available on the State’s website and/or the website of any 
department, commission, council, board, bureau, committee, institution, agency, government corporation or 
other establishment or official of the executive branch or corporation commission of the State of Arizona). 
Federal requirements may be incorporated into this Agreement, if required, pursuant to A.R.S. § 41-2637. 
Contractor shall maintain any and all applicable license and permit requirements. This requirement includes, 
but is not limited to, any and all Arizona state statutes that impact state contracts, regardless of whether 
those statutory references have been removed during the course of Agreement negotiations; this is notice

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 11 of 20 
to Contractors that the State does not have the authority to modify Arizona state law by Agreement; 
 
8.7. 
Intellectual Property. Contractor warrants that the Materials and Services do not and will not infringe or 
violate any patent, trademark, copyright, trade secret, or other intellectual property rights or laws, except 
only to the extent the Specifications do not permit use of any other product and Contractor is not and cannot 
reasonably be expected to be aware of the infringement or violation; 
 
8.8. 
Licenses and Permits. Contractor warrants that it will maintain all licenses required to fully perform its duties 
under the Agreement and all required permits valid and in force; 
 
8.9. 
Operational Continuity. Contractor warrants that it will perform without relief notwithstanding being sold or 
acquired; no such event will operate to mitigate or alter any of Contractor’s duties hereunder absent a 
consented delegation under paragraph 6.3. [Assignment and Delegation] that expressly recognizes the 
event; 
 
8.10. 
Performance in Public Health Emergency. Contractor warrants that it will: 
8.10.1. Have in effect, promptly after commencement, a plan for continuing performance in the event of a 
declared public health emergency that addresses, at a minimum: 
 
8.10.1.1. 
Identification of response personnel by name; 
 
8.10.1.2. 
Key succession and performance responses in the event of sudden and significant 
decrease in workforce; and 
 
8.10.1.3. 
Alternative avenues to keep sufficient product on hand or in the supply chain. 
 
8.10.2. Provide a copy of its current plan to State within three (3) business days after State’s written request. 
If Contractor claims relief under paragraph 7.4 [Force Majeure] for an occurrence of force majeure 
that is a declared public health emergency, then that relief will be conditioned on Contractor having 
first implemented its plan and exhausted all reasonable opportunity for that plan implementation to 
overcome the effects of that occurrence, or mitigate those effects to the extent that overcoming 
entirely is not practicable, 
 
8.10.3. A request from the State related to this paragraph 8.10 does not necessarily indicate that there has 
been an occurrence of force majeure, and the Contractor will not be entitled to any additional 
compensation or extension of time by virtue of having to implement a plan, and 
 
8.10.4. Failure to have or implement an appropriate plan will be a material breach of Agreement. 
 
8.11. 
Lobbying: 
 
8.11.1. Prohibition. Contractor warrants that it will not engage in lobbying activities, as defined in 40 Code 
of Federal Regulations (CFR) part 34 and A.R.S. § 41-1231, et seq., using monies awarded under 
the Agreement, provided that, the foregoing does not intend to constrain Contractor's use of its own 
monies or property, including without limitation any net proceeds duly realized under the Agreement 
or any value thereafter derived from those proceeds; and upon award of the Agreement, it will 
disclose all lobbying activities to State to the extent they are an actual or potential conflict of interest 
or where such activities could create an appearance of impropriety. Contractor shall implement and 
maintain adequate controls to assure compliance with above. Contractor shall obtain an equivalent

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 12 of 20 
warranty from all Subcontractors and shall include an equivalent no-lobbying provision in all 
Subcontracts, and 
 
8.11.2. Exception. This paragraph 8.11 does not apply to the extent that the Services are defined in the 
Agreement as being lobbying for State’s benefit or on State’s behalf. 
 
8.12. 
Covered Telecommunications or Services. Contractor warrants that the Materials and Services rendered 
under this Agreement will not require Contractor to use for the State, or provide to the State to use, "covered 
telecommunications equipment or Services" as a substantial or essential component of any system, or as 
critical technology as part of any system, within the meaning of Federal Acquisition Regulation (“FAR”) 
Section 52.204-25; 
 
8.13. 
Debarment, Suspension, U.S. Government Restricted Party Lists. Contractor warrants that it is not, and its 
Subcontractors are not, on the U.S. government’s Denied Parties List, the Unverified List, the Entities List, 
the Specially Designated Nationals and Blocked Parties List, and neither the Contractor nor any 
Subcontractors are presently debarred, suspended, proposed for debarment or otherwise declared ineligible 
for award of federal Agreements or participation in federal assistance programs or activities; 
 
8.14. 
False Statements. Contractor represents and warrants that all statements and information Contractor 
prepared and submitted in response to the Solicitation or as part of the Agreement documents are current, 
complete, true, and accurate. If the Procurement Officer determines that Contractor submitted an Offer or 
Bid with a false statement, or makes material misrepresentations during the performance of the Agreement, 
the Procurement Officer may determine that Contractor has materially breached the Agreement and may 
void the submitted Offer or Bid and any resulting Agreement; and 
 
8.15. 
Survival of Rights and Obligations after Agreement Expiration or Termination: 
 
8.15.1. Survival of Warranty. All representations and warranties made by Contractor under the Agreement 
will survive the expiration or earlier termination of the Agreement, 
 
8.15.2. Contractor's Representations and Warranties. All representations and warranties made by the 
Contractor under this Agreement 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, and 
 
8.15.3. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the 
Agreement, fully perform and shall be obligated to comply with all purchase orders received by the 
Contractor prior to the expiration or termination hereof, unless otherwise directed in writing by the 
Procurement Officer, including, without limitation, all purchase orders received prior to but not fully 
performed and satisfied at the expiration or termination of this Agreement. 
 
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 Agreement, 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 Agreement under the Uniform Terms and Conditions or other rights and remedies 
available by law or provided by the Agreement; 
 
9.2. 
Stop Work Order:

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 13 of 20 
9.2.1. 
The State may, at any time, by written order to the Contractor, require the Contractor to stop all or 
any part of the work called for by this Agreement for period(s) of days indicated by the State after 
the order is delivered to the Contractor. The order shall be specifically identified as a stop work order 
issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its 
terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered 
by the order during the period of work stoppage, and 
 
9.2.2. 
If a stop work order issued under this clause is canceled or the period of the order or any extension 
expires, the Contractor shall resume work. The Procurement Officer shall make an equitable 
adjustment in the delivery schedule or Agreement price, or both, and the Agreement shall be 
amended in writing accordingly. 
 
9.3. 
Non-exclusive Remedies. The rights and the remedies of the State under this Agreement are not exclusive; 
 
9.4. 
Nonconforming Tender. Materials or Services supplied under this Agreement shall fully comply with the 
Agreement. The delivery of Materials or Services or a portion of the Materials or Services that do not fully 
comply constitutes a breach of Agreement. On delivery of nonconforming Materials or Services, the State 
may terminate the Agreement for default under applicable termination clauses in the Agreement, exercise 
any of its rights and remedies under the Uniform Commercial Code, or pursue any other right or remedy 
available to it; and 
 
9.5. 
Right of Offset. The State shall be entitled to offset against any sums due the Contractor, any expenses or 
costs incurred by the State, or damages assessed by the State concerning the Contractor’s non-conforming 
performance or failure to perform the Agreement, including expenses, costs and damages described in the 
Uniform Terms and Conditions. 
10. 
Agreement Termination 
 
10.1. 
Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel this Agreement within 
three (3) years after Agreement execution without penalty or further obligation if any person significantly 
involved in initiating, negotiating, securing, drafting or creating the Agreement on behalf of the State is or 
becomes at any time while the Agreement or an extension of the Agreement is in effect an employee of or 
a consultant to any other party to this Agreement with respect to the subject matter of the Agreement. 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 
Agreement as provided in A.R.S. § 38-511; 
 
10.2. 
Gratuities. The State may, by written notice, terminate this Agreement, in whole or in part, if the State 
determines that employment or a Gratuity was offered or made by the Contractor or a representative of the 
Contractor to any officer or employee of the State with the purpose of influencing the outcome of the 
procurement or securing the Agreement, an amendment to the Agreement, or favorable treatment 
concerning the Agreement, including the making of any determination or decision about Agreement 
performance. The State, in addition to any other rights or remedies, shall be entitled to recover exemplary 
damages in the amount of three (3) times the value of the Gratuity offered by the Contractor; 
 
10.3. 
Suspension or Debarment. The State may, by written notice to the Contractor, immediately terminate this 
Agreement if the State determines that the Contractor has been debarred, suspended or otherwise lawfully 
prohibited from participating in any public procurement activity, including but not limited to, being 
disapproved as a Subcontractor of any public procurement unit or other governmental body. Submittal of an 
offer or execution of an Agreement shall attest that the Contractor is not currently suspended or debarred. If 
the Contractor becomes suspended or debarred, the Contractor shall immediately notify the State; and

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 14 of 20 
 
10.4. 
Termination for Convenience. The State reserves the right to terminate the Agreement, in whole or in part 
at any time when in the best interest of the State, without penalty or recourse. Upon receipt of the written 
notice, the Contractor shall stop all work, as directed in the notice, notify all Subcontractors of the effective 
date of the termination and minimize all further costs to the State. In the event of termination under this 
paragraph, all documents, Data and reports prepared by the Contractor under the Agreement shall become 
the property of and be delivered to the State upon demand. The Contractor shall be entitled to receive just 
and equitable compensation for work in progress, work completed, and Materials or Services accepted 
before the effective date of the termination. The cost principles and procedures provided in A.R.S. § 41-2543 
and A.A.C. Title 2, Chapter 7, Article 7, shall apply. 
 
10.5. 
Termination for Default: 
 
10.5.1. In addition to the rights reserved in the Agreement, the State may terminate the Agreement in whole 
or in part due to the failure of the Contractor to comply with any term or condition of the Agreement, 
to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make 
satisfactory progress in performing the Agreement. The Procurement Officer shall provide written 
notice of the termination and the reasons for it to the Contractor, 
 
10.5.2. Upon termination under this paragraph, all goods, Materials, documents, Data, and reports prepared 
by the Contractor under the Agreement shall become the property of and be delivered to the State 
on demand, and 
 
10.5.3. The State may, upon termination of this Agreement, procure, on terms and in the manner that it 
deems appropriate, Materials or Services to replace those under this Agreement. The Contractor 
shall be liable to the State for any excess costs incurred by the State in procuring Materials or 
Services in substitution for those due from the Contractor. 
 
10.6. 
Continuation of Performance Through Termination. The Contractor shall continue to perform, in accordance 
with the requirements of the Agreement, up to the date of termination, as directed in the termination notice. 
 
11. 
Agreement Claims 
All Agreement claims or controversies under this Agreement shall be resolved according to A.R.S. Title 41, Chapter 
23, Article 9, and rules adopted thereunder. 
12. 
Arbitration 
 
The parties to this Agreement agree to resolve all disputes arising out of or relating to this Agreement through 
arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518, except as 
may be required by other applicable statutes (A.R.S. Title 41). 
 
13. 
Communication 
13.1. 
Program Report.  When reports are required by the Agreement, the Contractor shall provide them in the 
format approved by ADHS; and 
 
13.2. 
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 Agreement 
shall be made available by the Contractor to the State throughout the effective period of the Agreement.

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 15 of 20 
14. 
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 Agreement and which is acceptable to and approved by the State. 
 
15. 
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. 
 
16. 
Administrative Changes 
 
The Procurement Officer, or authorized designee, reserves the right to correct any obvious clerical, typographical or 
grammatical errors, as well as errors in party contact information (collectively, “Administrative Changes”), prior to or 
after the final execution of an Agreement or Agreement Amendment. Administrative Changes subject to permissible 
corrections include: misspellings, grammar errors, incorrect addresses, incorrect Agreement Amendment numbers, 
pagination and citation errors, mistakes in the labeling of the rate as either extended or unit, and calendar date errors 
that are illogical due to typographical error. The Procurement Office shall subsequently send to the Contractor notice 
of corrections to administrative errors in a written confirmation letter with a copy of the corrected Administrative 
Change attached. 
 
17. 
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 Agreement.  
Contractor warrants that it will cooperate with the Arizona Department of Health Services (ADHS) in the 
course of performance of the Agreement 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; and 
 
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. 
Fraud, Waste, or Abuse 
 
18.1. 
ADHS requires all employees to abide by the State’s Personnel System Rules, R2-5A-501; Standards of 
Conduct which includes maintaining high standards of honesty, integrity, and impartiality, free from personal 
considerations and/or favoritism, and Code of Conduct for individuals engaged in Accounting, Financial and 
Budgeting Activities which depicts the moral, ethical, legal and professional aspects of personal conduct.

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 16 of 20 
ADHS requires the same conduct of its consultants, vendors, contractors, subrecipients, or persons doing 
business with the agency;  
 
18.2. 
Any State employee, consultant, vendor, contractor or subrecipient or person doing business with the 
Agency who receives a report of improper activity must report the information within one (1) business day. 
Note: Federal Award policy denotes awardees must disclose, in a timely manner, in writing to ADHS all 
violations of Federal Criminal Law, involving fraud, bribery, or gratuity violations potentially affecting Federal 
Awards; and 
 
18.3. 
Anyone suspecting Fraud, Waste, or Abuse related to ADHS activities are required to report Fraud, Waste, 
or abuse through any of the following reporting channels: 
 
18.3.1. ADHS Ethics Action Hotline at (602) 542-2347, 
 
18.3.2. ADHS Ethics Action Email at reportethics@azdhs.gov ,or 
 
18.3.3. General Accounting Office (GAO) Fraud Reporting Email at reportfraud@azdoa.gov to report Fraud, 
Waste, or Abuse incidents. 
 
19. 
Unique Entity Identifier (UEI) Requirement 
 
Pursuant to 2 CFR 25.100 et seq., no entity (defined as a Governmental organization, which is a State, local 
government, or Indian tribe; foreign public entity; domestic or foreign nonprofit organization; domestic or foreign for-
profit organization; or Federal agency, but only as a sub-recipient under an award or sub-award to a non-Federal 
entity) may receive a sub-award from ADHS unless the entity provides its Unique Entity Identifier Number to ADHS. 
The number can be created in SAM.gov. If already registered the UEI has been assigned and can be viewed in 
SAM.gov. 
 
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 subrecipient or sub-awardee is required to abide by the Federal Funding Accountability and 
Transparency Act (FFATA or Transparency Act – P.L. 109-282, as amended by section 6202(a) of P.L. 110-252), 
found at https://www.fsrs.gov/. The associated Grant Reporting Certification Form and completion instructions will 
be sent to the subrecipient from ADHS Program(s) responsible for the specific Agreement. The subrecipient or sub-
awardee must return the completed form to ADHS Program(s) by the fifteenth (15th) of the month following that in 
which the award was received. Failure to complete a required Grant Reporting Certification Form may result in loss 
of funding. 
 
21. 
Technology Replacement  
 
In any event where product is discontinued, no longer available or technically inferior to newly developed product, 
the Contractor shall provide an equivalent replacement model at no additional cost and shall honor the original 
Agreement terms 
 
22. 
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

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Terms and Conditions 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 17 of 20 
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. 
 
Additional Terms and Conditions for Title 2, Subtitle A, Chapter II, Part 200, Subpart C: §200.201 USE OF 
GRANT AGREEMENTS (INCLUDING FIXED AMOUNT AWARDS), COOPERATIVE AGREEMENTS AND 
CONTRACT 
 
23. 
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 of race, color, national origin, age, sex, or disability. Further, it is agreed that no individual will be turned 
away from or otherwise denied access to or benefit from any program or activity that is directly associated with a 
program of the RECIPIENT on the basis of race, color, national origin, age, sex (in educational activities) or disability. 
 
24. 
Americans With Disabilities Act of 1990 
 
24.1. 
The Contractor shall comply with the Americans with Disabilities Act of 1990 (Public Law 101-336) and the 
Arizona Disability Act of 1992 (A.R.S § 41-1492 et. seq.), which prohibits discrimination of the basis of 
physical or mental disabilities in delivering Agreement services or in the employment, or advancement in 
employment of qualified individuals; and 
 
24.2. 
Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by 
contracting the Agreement Manager for the Agreement. Request should be made as early as possible to 
allow time to arrange the accommodation. 
 
25. 
Comments Welcome 
The ADHS Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any comments 
you may have. Please submit your comments to: ADHS Procurement Administrator, Arizona Department of Health 
Services, 150 North 18th Avenue, Suite 530, Phoenix, Arizona 85007.

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Scope of Work 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 18 of 20 
1. 
Background 
 
In 2022, one thousand five hundred ninety-nine (1,599) Arizonans lost their lives to suicide. Of those deaths by 
suicide, seven hundred eighty-six (786) or forty nine percent (49%), took place in Maricopa County. With population 
estimates between 4.5 and 4.6 million residents, Maricopa County comprises more than half the State’s population 
and is the nation’s fastest growing county according to national estimates. In response, ADHS seeks to build suicide 
prevention capacity in Maricopa County by providing funding for a suicide prevention program for a period of two 
(2) years. State funding from Prop 207 proceeds, allocated to the Suicide Prevention Program, will create a suicide 
prevention position within Maricopa Department of Public Health, as well as provide funds to operate a suicide 
prevention program within Maricopa County. Arizona Department of Health Services (ADHS) is providing Maricopa 
County Department of Public Health (MCDPH) a total of $420,000 for a two-year period to support work preventing 
suicide in Maricopa County. 
 
2. 
Objective 
 
The intent of this Agreement is to reduce suicides in Maricopa County by expanding public health staff capacity 
for suicide prevention activities. This staff member will engage survivors, affected family and friends, partner with 
local coalitions, and implement ADHS-approved projects to prevent suicide among at-risk populations. 
 
3. 
Tasks 
 
The Contractor Shall: 
 
3.1. 
Hire a Suicide Prevention Staff member who will oversee Suicide Mortality Review Board (SMRB) pilot 
programs, develop metrics and deliverables in accordance with ADHS practices and policies. Staff funded 
from this IGA may participate in Suicide Mortality Review Board meetings but may not complete the work 
required to prepare for or facilitate those meetings. 
 
3.2. 
Develop an action plan within forty-five (45) days of hiring the Suicide Prevention Coordinator. The action plan 
will be submitted to ADHS for review and approval. Action plan will include: 
 
3.2.1. 
Goals, 
 
3.2.2. 
Objectives, 
 
3.2.3. 
Major Action Steps, 
 
3.2.4. 
Lead Staff, 
 
3.2.5. 
Method of Evaluation (metrics), 
 
3.2.6. 
Milestone for achievement, and 
 
3.2.7. 
Timeline. 
 
3.3. 
Initiate ADHS-approved pilot programs that have been identified and supported by MCDPH Suicide Mortality 
Review Board (SMRB). Programs should be supported by evidence-based or promising practices. 
 
3.4. 
Educate and engage key stakeholders about suicide prevention. Engage local community prevention 
professionals through community coalitions. 
 
3.5. 
Develop, disseminate, and present educational suicide prevention materials.

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Scope of Work 
AGREEMENT No.: CTR068457 
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 19 of 20 
 
3.6. 
Strengthen partnerships with agencies that serve groups at higher risk of suicide, such as military families; 
those experiencing substance misuse, foster care, juvenile justice, Native American, Latino/Hispanic, and 
LGBTQIA2S+ populations. 
 
3.7. 
Respond to public and private stakeholder inquiries on suicide and suicide prevention resources. 
 
3.8. 
Ensure spent funds adhere to State of Arizona Accounting Manual guidelines. 
 
4. 
Deliverables and Delivery Schedule 
 
The Contractor Shall: 
 
4.1. 
Submit a Project plan within forty-five (45) days of hiring the staff. 
 
4.2. 
Provide quarterly reports (activities, progress toward deliverables, success achieved during the preceding 
quarters and challenges encountered). These reports will be due on the 1st day of the new quarter, throughout 
the life of this contract (January, April, July October). 
 
4.3. 
Attend monthly meetings with ADHS Suicide Prevention Program Manager. 
 
5. 
Notices, Correspondence, and Reports 
 
5.1. 
Notices, correspondence, reports and invoices/CERs from the Contractor to ADHS shall be sent to: 
 
Arizona Department of Health Services 
Bureau of Chronic Disease and Health Promotion 
Joshua Stegemeyer, Program Manager 
150 North 18th Avenue, Suite 310 
Phoenix, Arizona 85007 
602.908.2318 
joshua.stegemeyer@azdhs.gov 
 
5.2. 
Notices, correspondence, and reports from ADHS to the Contractor shall be sent to: 
 
Maricopa County Department of Public Health 
Suicide Education and Prevention 
Kelsey Manders, Coordinator 
Address 4041 N Central Avenue 
Phoenix, Arizona 85012 
602-571-9422

INTERGOVERNMENTAL AGREEMENT (IGA) 
 
Price Sheet 
AGREEMENT No.:  
 
Revised 6/13/2023 
 
 
 
 
 
 
 
 
 
 
 
Page 20 of 20 
 
 
Price Sheet 
January 1, 2024-December 31, 2025 
 
Account Classification 
Total Budget 
Personnel* 
$55,228.00 
ERE* 
$23,196.00 
Professional & Outside Services* 
$100,000.00 
Travel * 
$103.00 
Occupancy 
$0.00 
Other Operating* 
$3,055.00 
Capital Outlay 
$0.00 
Indirect*  
$28,417.58 
Total Annual Not to Exceed 
$209,999.58 
If applicable, the Contractor is authorized to transfer up to a maximum of ten percent (10%) of the total budget amount 
between line items. 
 
Transfers exceeding ten percent (10%) or to a non-funded line item shall require an Agreement Amendment. 
 
*Indicated indirect rate calculation