CTR065199 RWEPS DISEASE PREVENTION MARICOPA.PDF
Extracted text (via pymupdf)
101066 characters
INTERGOVERNMENTAL AGREEMENT
(IGA)
Contract No. CTR065199
ARIZONA DEPARTMENT OF
HEALTH SERVICES
150 North 18th Avenue, Suite 530
Phoenix, Arizona 85007
Procurement Officer
Michelle Fink, CPPB
Page 1 of 38
Revised 3/24/2023
Project Title: Ryan White Early Prevention Services – Disease Prevention
Geographic Service Area: Maricopa County
Begin Date: January 1, 2023
Termination Date: December 31, 2028
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 Ave., Suite 1400
Phoenix, AZ 85012
FOR CLARIFICATION, CONTACT:
Name: Issmene Delgado
Phone: 602-372-1485
FAX No:
E-mail: Issmene.Delgado@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. CTR065199 The Contractor is hereby cautioned not to commence
any billable work or provide any material, service or construction under this
Contract until Contractor receives a fully executed copy of the Contract.
Signature of Person Authorized to Sign Date
State of Arizona
Signed this
day of
, 202_
Print Name and Title
Procurement Officer
CONTRACTOR ATTORNEY SIGNATURE:
Pursuant to A.R.S. § 11-952, the undersigned Contractor’s
Attorney has determined that this Intergovernmental Agreement is
in proper form and is within the powers and authority granted
under the laws of Arizona.
Contract, No. CTR065199, is an Agreement between public agencies, has been
reviewed pursuant to A.R.S. § 11-952 by the undersigned Assistant Attorney
General, who has determined that it is in the proper form and is within the powers
granted under the laws of the State of Arizona to those parties to the Agreement
represented by the Attorney General.
The Attorney General, BY:
Signature
Date
Assistant Attorney General:
Signature of Person Authorized to Sign Date
Print Name and Title
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 2 of 38
Revised 3/24/2023
1.
Definition of Terms. As used in this Contract, the terms listed below are defined as follows:
As used in this Contract, the terms listed below are defined as follows:
1.1
“Attachment” means any item in the Contract which requires the Contractor to submit as part of the Offer.
1.2
“Contract” means the combination of the Contract documents, including the Terms and Conditions, and the
Specifications and Statement or Scope of Work; and any Contract Amendments.
1.3
"Contract Amendment" means a written document signed by the Procurement Officer that is issued for the
purpose of making changes in the Contract.
1.4
“Contractor” means any person who has a Contract 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
contract 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 Contract generally containing maps, schematics,
examples of reports, or other documents that will be used to perform the requirements of the Scope of Work
after contract award.
1.8
“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 Contracts and make written determinations with respect to the Contract.
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 Contract.
1.13 “State Fiscal Year” means the period beginning with July 1 and ending June 30.
1.14 “Subcontract” means any Contract, express or implied, between the Contractor and another party or
between a Subcontractor and another party delegating or assigning, in whole or in part, the making or
furnishing of any Materials or any Services required for the performance of the Contract.
1.15 “Subcontractor” means a person who contracts to perform work or render Services to a Contractor or to
another Subcontractor as a part of a Contract with the State.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 3 of 38
Revised 3/24/2023
2.
Contract Type.
This Contract shall be:
X
Cost Reimbursement
3.
Contract Interpretation
3.1.
Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform
Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona
Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code
(A.A.C.) Title 2, Chapter 7.
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.
Specifications;
3.3.4.
Attachments;
3.3.5.
Exhibits; then
3.3.6.
Any other documents referenced or included in the Contract including, but not limited to, any
documents that do not fall into one (1) of the above categories.
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 Parol Evidence. This Contract is intended by the parties as a final and complete expression of their
agreement. No course of prior dealings between the parties and no usage of the trade shall supplement
or explain any terms used in this document and no other understanding either oral or in writing shall be
binding.
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.
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 (5)
years. However, if the original Contract period is for less than five (5) years, the State shall have the
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 4 of 38
Revised 3/24/2023
right, at its sole option, to renew the Contract, so long as the original Contract period together with the
renewal periods does not exceed five (5) years. If the State exercises such rights, all terms, conditions
and provisions of the original Contract shall remain the same and apply during the renewal period with
the exception of price and Scope of Work, which may be renegotiated.
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.
Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require
each Subcontractor to retain any and all Data and other “records” relating to the acquisition and
performance of the Contract for a period of five (5) years after the completion of the Contract. All records
shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor
shall produce a legible copy of any or all such records.
4.5.
Non-Discrimination. The Contractor shall comply with State Executive Order No. 2023-01, 2009-09 and
any and all other applicable Federal and State laws, rules and regulations, including the Americans with
Disabilities Act.
4.6.
Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five
(5) years thereafter, the Contractor’s or any Subcontractor’s books and records shall be subject to audit
by the State and, where applicable, the Federal Government, to the extent that the books and records
relate to the performance of the Contract or Subcontract.
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 Contract as required under A.R.S. § 41-2547. The State
shall also have the right to test, at its own cost, the Materials to be supplied under this Contract. Neither
inspection of the Contractor’s facilities nor Materials testing shall constitute final acceptance of the
Materials or Services. If the State determines non-compliance of the Materials, the Contractor shall be
responsible for the payment of all costs incurred by the State for testing and inspection.
4.8.
Notices. Notices to the Contractor required by this Contract shall be made by the State to the person
indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the
Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation
Contact Person indicated on the Solicitation, stated in the Contract, or listed on the State’s eProcurement
system. An authorized Procurement Officer and an authorized Contractor representative may change
their respective person to whom notice shall be given by written notice to the other and an amendment
to the Contract shall not be necessary.
4.9.
Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote
information for commercial benefit concerning this Contract without the prior written approval of the
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 Contract, with a view to reducing State costs
and improving the quality and efficiency of the provision of Materials or Services. State may require
Contractor to engage in continuous improvements throughout the term of the Contract.
4.11.
Other Contractors. State may undertake on its own or award other contracts to the same or other
suppliers for additional or related work. In such cases, the Contractor shall cooperate fully with State
employees and such other suppliers and carefully coordinate, fit, connect, accommodate, adjust, or
sequence its work to the related work by others. Where the Contract requires handing-off Contractor’s
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 5 of 38
Revised 3/24/2023
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 one (1) 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 Contract, including but not limited to, inventions, discoveries, intellectual copyrights,
trademarks, trade names, trade secrets, technical communications, records reports, computer
programs and other documentation or improvements thereto, including Contractor’s
administrative communications and records relating to the Contract, are considered work
product and Contractor’s property, provided that, State has Government Purpose Rights to
that work product as and when it was delivered to State.
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 Contract, 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 Contract or applicable
Purchase Orders are not part of the work product to which rights are granted State under
subparagraph 3.9.1 above, and will remain the exclusive property of Contractor, provided
that:
4.12.5.1.
any derivative works of such pre-existing Materials or elements thereof that are
created pursuant to the Contract are part of that work product;
4.12.5.2.
any elements of derivative work of such pre-existing Materials that was not
created pursuant to the Contract are not part of that work product; and
4.12.5.3.
except as expressly stated otherwise, nothing in the Contract is to be construed
to interfere or diminish Contractor’s or its affiliates’ ownership of such pre-
existing Materials.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 6 of 38
Revised 3/24/2023
4.12.6.
Developments Outside Of Contract. Unless expressly stated otherwise in the Contract, this
Section does not preclude Contractor from developing competing Materials outside the
Contract, irrespective of any similarity to Materials delivered or to be delivered to State
hereunder.
4.13.
Property of the State. If there are any materials that are not covered by Section 4.9 above created under
this Contract, including but not limited to, reports and other deliverables, these materials are the sole
property of the State. The Contractor is not entitled to a patent or copyright on those materials and may
not transfer the patent or copyright to anyone else. The Contractor shall not use or release these
materials without the prior written consent of the State.
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 contract. Further, Contractor shall flow down this requirement to all Subcontractors utilized during
the term of the contract. The State shall retain the right to perform random audits of Contractor and
Subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the
State determine that the Contractor or any Subcontractors be found noncompliant, the State may pursue
all remedies allowed by law, including, but not limited to: suspension of work, termination of the contract
for default and suspension or debarment of the contractor.
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 Contract.
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.
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 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 Contract, per A.R.S. § 47-2319, all prices shall be F.O.B. (“free
on board”) Destination and shall include all freight delivery and unloading at the destination.
5.3.
Firm, Fixed Price. Unless stated otherwise in the Special Terms and Conditions of the Contract, 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
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 7 of 38
Revised 3/24/2023
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.
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 Contract beyond the current State Fiscal Year. No legal liability on the part of
the State for any payment may arise under this Contract beyond the current State Fiscal Year until funds
are made available for performance of this Contract.
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 Contract; or
5.6.3.
Cancel the Contract and re-solicit the requirements.
6.
Contract Changes
6.1.
Amendments. This Contract is issued under the authority of the Procurement Officer who signed this
Contract. The Contract may be modified only through a Contract Amendment within the scope of the
Contract. Changes to the Contract, including the addition of Services or Materials, the revision of
payment terms, or the substitution of Services or Materials, directed by a person who is not specifically
authorized by the Procurement Officer in writing or made unilaterally by the Contractor are violations of
the Contract and of applicable law. Such changes, including unauthorized written Contract Amendments
shall be void and without effect, and the Contractor shall not be entitled to any claim under this Contract
based on those changes.
6.2.
Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the
performance of this Contract without the advance written approval of the Procurement Officer as
described in Arizona State Procurement Office Standard Procedure 002. The Contractor shall clearly list
any proposed Subcontractors and the Subcontractor’s proposed responsibilities. The Subcontract shall
incorporate by reference the terms and conditions of this Contract.
6.3.
Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty under this
Contract without the prior written approval of the Procurement Officer. The State shall not unreasonably
withhold approval.
7.
Risk and Liability
7.1.
Risk of Loss. The Contractor shall bear all loss of conforming Materials covered under this Contract until
received by authorized personnel at the location designated in the purchase order or Contract. Mere
receipt does not constitute final acceptance. The risk of loss for nonconforming Materials shall remain
with the Contractor regardless of receipt.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 8 of 38
Revised 3/24/2023
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 contract, the Contractor
agrees to waive all rights of subrogation Insurance and Indemnification Guidelines for State
of Arizona Contracts Professional Service Contracts against the State of Arizona, its officers,
officials, agents, and employees for losses arising from the work performed by the Contractor
for the State of Arizona. This indemnity shall not apply if the Contractor or Subcontractor(s)
is/are an agency, board, commission or university of the State of Arizona.
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 any liability, including costs and expenses, for infringement of any patent, trademark or copyright
arising out of Contract performance or use by the State of Materials furnished or work performed under
this Contract. The State shall reasonably notify the Contractor of any claim for which it may be liable
under this paragraph. If the Contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this
paragraph shall not apply.
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 Contract if and to the extent that such party’s performance
of this Contract is prevented by reason of force majeure. The term “force majeure” means an
occurrence that is beyond the control of the party affected and occurs without its fault or
negligence. Without limiting the foregoing, force majeure includes: acts of God, acts of the
public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood,
lockouts, injunctions-intervention-acts, failures or refusals to act by government authority, and
other similar occurrences beyond the control of the party declaring force majeure which such
party is unable to prevent by exercising reasonable diligence.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 9 of 38
Revised 3/24/2023
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 Contract Amendment for a period of time equal to the time that results or effects
of such delay prevent the delayed party from performing in accordance with this Contract.
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 Contract.
8.
Warranties
8.1.
Liens. The Contractor warrants that the Materials supplied under this Contract are free of liens and shall
remain free of liens.
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 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.
Conformity to Requirements.
8.3.1.
Contractor warrants that, unless expressly provided otherwise elsewhere in the Contract, the
Materials and Services will for one (1) year after acceptance and in each instance:
8.3.1.1.
Conform to the requirements of the Contract, which by way of reminder include
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 10 of 38
Revised 3/24/2023
without limitation all descriptions, specifications, and drawings identified in the
Scope of Work and any and all Contractor affirmations included as part of the
Contract;
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 Contract.
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 Contract
in a professional manner, applying the requisite skills and knowledge, consistent with industry standards,
and in accordance with the requirements of the Contract. Contractor further warrants that its key
personnel will maintain any and all certifications relevant to their work, and Contractor shall provide
individual evidence of certification to State’s authorized representatives upon request.
8.6.
Compliance With Applicable Laws. The Materials and Services supplied under this Contract shall comply
with all applicable federal, state, and local laws and policies (including, but not limited to, information
technology policies, standards, and procedures available on the State’s website and/or the website of
any department, commission, council, board, bureau, committee, institution, agency, government
corporation or other establishment or official of the executive branch or corporation commission of the
State of Arizona). Federal requirements may be incorporated into this Contract, if required, pursuant to
A.R.S. § 41-2637. Contractor shall maintain any and all applicable license and permit requirements. This
requirement includes, but is not limited to, any and all Arizona state statutes that impact state contracts,
regardless of whether those statutory references have been removed during the course of contract
negotiations; this is notice to Contractors that the State does not have the authority to modify Arizona
state law by contract.
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 Contract 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 5.3 [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:
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 11 of 38
Revised 3/24/2023
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.
8.10.4.
Failure to have or implement an appropriate plan will be a material breach of contract.
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 Contract, provided that, the foregoing does not intend to constrain
Contractor's use of its own monies or property, including without limitation any net proceeds
duly realized under the Contract or any value thereafter derived from those proceeds; and
upon award of the Contract, it will disclose all lobbying activities to State to the extent they
are an actual or potential conflict of interest or where such activities could create an
appearance of impropriety. Contractor shall implement and maintain adequate controls to
assure compliance with above. Contractor shall obtain an equivalent warranty from all
Subcontractors and shall include an equivalent no-lobbying provision in all Subcontracts.
8.11.2.
Exception. This paragraph 8.11 does not apply to the extent that the Services are defined
in the Contract as being lobbying for State’s benefit or on State’s behalf.
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 contracts 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 Contract documents are current,
complete, true, and accurate. If the Procurement Officer determines that Contractor submitted an Offer
or Bid with a false statement, or makes material misrepresentations during the performance of the
Contract, the Procurement Officer may determine that Contractor has materially breached the Contract
and may void the submitted Offer or Bid and any resulting Contract.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 12 of 38
Revised 3/24/2023
8.15.
Survival of Rights and Obligations after Contract Expiration or Termination.
8.15.1.
Survival of Warranty. All representations and warranties made by Contractor under the
Contract will survive the expiration or earlier termination of the Contract.
8.15.2.
Contractor's Representations and Warranties. All representations and warranties made by
the Contractor under this Contract shall survive the expiration or termination hereof. In
addition, the parties hereto acknowledge that pursuant to A.R.S. § 12-510, except as
provided in A.R.S. § 12- 529, the State is not subject to or barred by any limitations of actions
prescribed in A.R.S., Title 12, Chapter 5.
8.15.3.
Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the
Contract, fully perform and shall be obligated to comply with all purchase orders received by
the Contractor prior to the expiration or termination hereof, unless otherwise directed in
writing by the Procurement Officer, including, without limitation, all purchase orders received
prior to but not fully performed and satisfied at the expiration or termination of this Contract.
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 under the Uniform Terms and Conditions or
other rights and remedies available by law or provided by the contract.
9.2.
Stop Work Order.
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 Contract for period(s) of days indicated by the State
after the order is delivered to the Contractor. The order shall be specifically identified as a stop
work order issued under this clause. Upon receipt of the order, the Contractor shall
immediately comply with its terms and take all reasonable steps to minimize the incurrence of
costs allocable to the work covered by the order during the period of work stoppage.
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 Contract price, or both, and the Contract shall
be amended in writing accordingly.
9.3.
Non-exclusive Remedies. The rights and the remedies of the State under this Contract are not exclusive.
9.4.
Nonconforming Tender. Materials or Services supplied under this Contract shall fully comply with the
Contract. The delivery of Materials or Services or a portion of the Materials or Services that do not fully
comply constitutes a breach of contract. On delivery of nonconforming Materials or Services, the State
may terminate the Contract for default under applicable termination clauses in the Contract, exercise
any of its rights and remedies under the Uniform Commercial Code, or pursue any other right or remedy
available to it.
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 Contract, including expenses, costs and damages
described in the Uniform Terms and Conditions.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 13 of 38
Revised 3/24/2023
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 with the purpose of influencing the outcome of the
procurement or securing the Contract, an amendment to the Contract, or favorable treatment concerning
the Contract, including the making of any determination or decision about contract performance. The
State, in addition to any other rights or remedies, shall be entitled to recover exemplary damages in the
amount of three (3) times the value of the Gratuity offered by the Contractor.
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 has been debarred, suspended or otherwise
lawfully prohibited from participating in any public procurement activity, including but not limited to, being
disapproved as a Subcontractor of any public procurement unit or other governmental body. Submittal
of an offer or execution of a contract shall attest that the Contractor is not currently suspended or
debarred. If the Contractor becomes suspended or debarred, the Contractor shall immediately notify the
State.
10.4.
Termination for Convenience. The State reserves the right to terminate the Contract, in whole or in part
at any time when in the best interest of the State, without penalty or recourse. Upon receipt of the written
notice, the Contractor shall stop all work, as directed in the notice, notify all Subcontractors of the
effective date of the termination and minimize all further costs to the State. In the event of termination
under this paragraph, all documents, Data and reports prepared by the Contractor under the Contract
shall become the property of and be delivered to the State upon demand. The Contractor shall be entitled
to receive just and equitable compensation for work in progress, work completed, and Materials or
Services accepted before the effective date of the termination. The cost principles and procedures
provided in A.R.S. § 41-2543 and A.A.C. Title 2, Chapter 7, Article 7, shall apply.
10.5.
Termination for Default.
10.5.1.
In addition to the rights reserved in the contract, the State may terminate the Contract in whole
or in part due to the failure of the Contractor to comply with any term or condition of the
Contract, to acquire and maintain all required insurance policies, bonds, licenses and permits,
or to make satisfactory progress in performing the Contract. The Procurement Officer shall
provide written notice of the termination and the reasons for it to the Contractor.
10.5.2.
Upon termination under this paragraph, all goods, Materials, documents, Data, and reports
prepared by the Contractor under the Contract shall become the property of and be delivered
to the State on demand.
10.5.3.
The State may, upon termination of this Contract, procure, on terms and in the manner that it
deems appropriate, Materials or Services to replace those under this Contract. The Contractor
shall be liable to the State for any excess costs incurred by the State in procuring Materials or
Services in substitution for those due from the Contractor.
10.6.
Continuation of Performance Through Termination. The Contractor shall continue to perform, in
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 14 of 38
Revised 3/24/2023
accordance with the requirements of the Contract, up to the date of termination, as directed in the
termination notice.
11.
Contract Claims
All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title 41, Chapter 23,
Article 9, and rules adopted thereunder.
12.
Arbitration
The parties to this Contract agree to resolve all disputes arising out of or relating to this Contract through arbitration,
after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518, except as may be
required by other applicable statutes (A.R.S. Title 41).
13.
Communication
13.1.
Program Report. When reports are required by the Contract, the Contractor shall provide them in the format
approved by ADHS.
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 Contract shall
be made available by the Contractor to the State throughout the effective period of the Contract.
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 Contract 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 a Contract or Contract Amendment. Administrative Changes subject to permissible
corrections include: misspellings, grammar errors, incorrect addresses, incorrect Contract Amendment numbers,
pagination and citation errors, mistakes in the labeling of the rate as either extended or unit, and calendar date errors
that are illogical due to typographical error. The Procurement Office shall subsequently send to the Contractor notice
of corrections to administrative errors in a written confirmation letter with a copy of the corrected Administrative
Change attached.
17.
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
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 15 of 38
Revised 3/24/2023
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.
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.
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.
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
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 16 of 38
Revised 3/24/2023
sent to the subrecipient from ADHS Program(s) responsible for the specific contract. The subrecipient or sub-awardee
must return the completed form to ADHS Program(s) by the 15th of the month following that in which the award was
received. Failure to complete a required Grant Reporting Certification Form may result in loss of funding.
21.
Technology Replacement
In any event where product is discontinued, no longer available or technically inferior to newly developed product, the
Contractor shall provide an equivalent replacement model at no additional cost and shall honor the original contract
terms
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
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 or race, color, national origin, age, sex, or disability. Further, it is agreed
that no individual will be turned away from or otherwise denied access to or benefit from any program or activity that
is directly associated with a program of the RECIPIENT on the basis of race, color, national origin, age, sex (in
educational activities) or disability.
24.
Americans With Disabilities Act of 1990.
24.1.
The Contractor shall comply with the Americans With Disabilities Act of 1990 (Public Law 101-336) and the
Arizona Disability Act of 1992 (A.R.S § 41-1492 et. seq.), which prohibits discrimination of the basis of
physical or mental disabilities in delivering contract services or in the employment, or advancement in
employment of qualified individuals.
24.2.
Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by
contracting the Contract Manager for the solicitation. Request should be made as early as possible to allow
time to arrange the accommodation.
25.
Federal Funding. Funding for these services is contingent upon the availability of federal government funding. No
commitment of any kind is made by the State concerning this Grant unless there are monies provided by a federal
grant. The Grantee should take this fact into consideration.
25.1
For the purposes of this Grant, a capital expenditure means expenditures to acquire capital assets, as
defined in 2 C.F.R. 200.12, or expenditures to make additions, improvements, modifications, replacements,
rearrangements, reinstallations, renovations, or alterations to capital assets that materially increase their
value or useful life, with a cost of $250 or greater.
25.2
Grantee agrees to maintain property records for equipment purchased with grant funds and perform a
physical inventory and reconciliation with property records at least every year. Grantee agrees that funds
will not be used for the construction of new facilities.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 17 of 38
Revised 3/24/2023
25.3
Grantee agrees to follow equipment disposition policies as determined by the Federal Awarding Agency at
Award Completion or as depicted in the State of Arizona Accounting Manual. Grantee also agrees to follow
the directives in ADHS Property and Procedure Policy FIN 111.
25.4
Charges to Federal awards for salaries and wages must be based on records that accurately reflect the
work performed. These records must: Be supported by a system of internal control which provides
reasonable assurance that the charges are accurate, allowable, and properly allocated; Be incorporated
into the official records of the non-Federal entity; Reasonably reflect the total activity for which the employee
is compensated by the non-Federal entity, not exceeding 100% of compensated activities (for IHE, this per
the IHE's definition of IBS); Encompass both federally assisted and all other activities compensated by the
non-Federal entity on an integrated basis, but may include the use of subsidiary records as defined in the
non-Federal entity's written policy; Comply with the established accounting policies and practices of the
non-Federal entity (See paragraph above for treatment of incidental work for IHEs.; and Support the
distribution of the employee's salary or wages among specific activities or cost objectives if the employee
works on more than one (1) Federal award; a Federal award and non-Federal award; an indirect cost activity
and a direct cost activity; two (2) or more indirect activities which are allocated using different allocation
bases; or an unallowable activity and a direct or indirect cost activity.
Budget estimates (i.e., estimates
determined before the services are performed) alone do not qualify as support for charges to Federal
awards, but may be used for interim accounting purposes only.
25.5
Grantee understands that financial reports are required as an accounting of expenditures for either
reimbursement or ADHS-approved advance payments.
25.6
The final request for reimbursement of grant funds must be received by the ADHS no later than sixty (60)
days after the last day of the award period.
25.7
All goods and services must be received or have reasonable expectations thereof and placed in service by
Grantee by the expiration of this award.
25.8
Grantee agrees that all encumbered funds must be expended and that goods and services must be paid
by GRANTEE within sixty (60) days of the expiration of this award unless funding guidelines permit funds
to be used at a future date.
25.9
Grantee agrees to remit all unexpended grant funds to the ADHS within thirty (30) days of written request
from the ADHS.
25.10
Grantee agrees to account for interest earned on federal grant funds and shall manage interest income in
accordance with the Cash Management Improvement Act of 1990 and as indicated in the State of Arizona
Accounting Manual (SAAM) located at the following website. https://gao.az.gov/publications/saam Interest
earned in excess of allowable limits must be remitted to the ADHS within thirty (30) days after receipt of a
written request from the ADHS.
25.11
Grantee agrees not to use grant funds for food and/or beverage unless explicitly approved in writing by the
ADHS.
25.12
Grantee agrees to comply with all applicable laws, regulations, policies and guidance (including specific
cost limits, prior approvals and reporting requirements, where applicable) governing the use of grant funds
for expenses related to conferences, meetings, trainings, and other events, including the provision of food
and/or beverages at such events, and costs of attendance at such events unless explicitly approved in
writing by the ADHS.
25.13
No funds shall be used to supplant federal, state, county or local funds that would otherwise be made
available for such purposes. Supplanting means the deliberate reduction of state or local funds because
of the existence of any grant funds.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
TERMS AND CONDITIONS
CTR065199
Page 18 of 38
Revised 3/24/2023
25.14
Grantee agrees that grant funds are not to be expended for any indirect costs that may be incurred by
Grantee for administering these funds unless explicitly approved in writing by the ADHS. This may include,
but is not limited to, costs for services such as accounting, payroll, data processing, purchasing, personnel,
and building use which may have been incurred by the Grantee.
25.15
Grantee will comply with the audit requirements of OMB Office of Management and Budget’s (OMB)
Uniform Administrative Requirements, Cost Principles and Audit Requirement for Federal Awards and
provide the ADHS with the Single Audit Report and any findings within ninety (90) days of receipt of such
finding(s). If the report contains no findings, the Grantee must provide notification that the audit was
completed. All completed Single Audits should be uploaded in the format specified to the Federal Audit
Clearinghouse no later than nine (9) months after the entities fiscal year-end at the attached Link:
https://harvester.census.gov/facweb/default.aspx/
25.16
Grantee understands and agrees that misuse of award funds may result in a range of penalties, including
suspension of current and future funds, suspension or debarment from federal grants, recoupment of
monies provided under an award, and civil and/or criminal penalties.
25.17
Grantee agrees not to do business with any individual, agency, company or corporation listed in the
Excluded Parties Listing Service.
Link: System for Award Management https://www.sam.gov/portal/public/SAM/
25.18
Grantee agrees to ensure that, no later than the due date of the Grantee’s first financial report after the
award is made, Grantee and any subgrantees have a valid UEI profile and active registration with the
System for Award Management (SAM) database.
25.19
GRANTEE certifies that it presently has no financial interest and shall not acquire any financial interest,
direct or indirect, which would conflict in any manner or degree with the performance of services required
under this Agreement.
25.20
Compliance with 41 U.S.C. 4712 (including prohibitions on reprisal; notice to employees) Grantee must
comply with, and is subject to, all applicable provisions of 41 U.S.C. 4712, including all applicable provisions
that prohibit, under specified circumstances, discrimination against an employee as reprisal for the
employee's disclosure of information related to gross mismanagement of a federal grant, a gross waste of
federal funds, an abuse of authority relating to a federal grant, a substantial and specific danger to public
health or safety, or a violation of law, rule, or regulation related to a federal grant.
25.21
GRANTEE certifies to comply with the Drug-Free Workplace Act of 1988, and implemented in 28 CFR Part
83, Subpart F, for grantees, as defined in 28 CFR, Part 83 Sections 83.620 and 83.650.
26.
Comments Welcome
The ADHS Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any comments
you may have. Please submit your comments to: ADHS Procurement Administrator, Arizona Department of Health
Services, 150 North 18th Avenue, Suite 280, Phoenix, Arizona 85007.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF WORK
CTR065199
Page 19 of 38
Revised 3/24/2023
1. Background
1.1. The mission of the Arizona Department of Health Services (ADHS) Office of Human Immunodeficiency Virus (HIV)
& Hepatitis C Services (OHHS), Ryan White Part B HIV Care and Services Program (Program) is to end Arizona’s
HIV Epidemic by quickly linking clients to HIV medical care and supporting viral load suppression for all Ryan White
clients. The Arizona Ryan White Part B Program provides services to eligible clients residing in all counties of
Arizona except Maricopa County, Pinal County, and Mohave County.
1.2. Services to be provided under this Agreement are fully funded through the Ryan White HIV/AIDS Treatment
Extension Act of 2009, formerly known as the Ryan White HIV/AIDS Treatment Modernization Act of 2006,
administered by the Health Resources Services Administration (HRSA), HIV/AIDS Bureau (HAB). Ryan White
funding fills gaps in care not covered by other resources. The ADHS Office of HIV and Hepatitis C Services (OHHS)
is the only authorized administrator of Part B of the Ryan White HIV/AIDS Treatment Extension Act of 2009 and is
mandated to ensure the provision of Core Medical and Support Services as specified by HRSA.
1.3. The ADHS Office of HIV & Hepatitis C Services has the responsibility for administering the Ryan White HIV/AIDS
Treatment Extension Act of 2009 administered by the Health Resources Services Administration (HRSA), HIV/AIDS
Bureau (HAB) Ryan White funding.
1.4. The current National HIV/AIDS strategy has four (4) goals which the Ryan White Part B program works to achieve,
alongside other Ryan White Recipients, The Contractors, HIV Prevention, HIV Surveillance and other programs.
The goals include:
1.4.1.
Prevent new HIV infections.
1.4.2.
Improve HIV-related health outcomes of people with HIV.
1.4.3.
Reduce HIV related disparities and health inequities.
1.4.4.
Achieve integrated, coordinated efforts that address the HIV epidemic.
2. Objectives
2.1. The Contract aims to support the end of HIV in Maricopa County through the funding of authorized Ryan White
Early Intervention Services to provide Disease Investigation Services and linkage to HIV care in Maricopa County.
Key objectives include:
2.1.1.
Initiate persons newly diagnosed with HIV to HIV medical care within five (5) calendar days of their
diagnosis,
2.1.2.
Link persons out of HIV medical care to HIV medical care within five (5) calendar days of reestablishing
contact with the HIV positive person,
2.1.3.
Link ninety percent (90%) of newly diagnosed clients to HIV medical services in thirty (30) days or less,
2.1.4.
Support retention of least ninety percent (90%) of all Ryan White clients in HIV Medical Care, and
2.1.5.
Support viral load suppression among at least ninety percent (90%) all Ryan White clients.
3. Scope of Service
3.1. Implement Early Intervention Services as defined in Attachment 6: Ryan White Part B Monitoring Standards and
Attachment 7: Policy Clarification Notice PCN 16-02;
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF WORK
CTR065199
Page 20 of 38
Revised 3/24/2023
3.2. Support of Early Intervention Services (EIS) that include identification of individuals at points of entry and access to
services and provision of:
3.2.1.
HIV Testing,
3.2.2.
Targeted counseling,
3.2.3.
Referral services,
3.2.4.
Linkage to care, and
3.2.5.
Health education and literacy training that enable clients to navigate the HIV system of care.
3.3. All five (5) above service components must be provided by the contractor;
3.4. Services to be delivered shall meet definitions and requirements as listed in Attachments Six (6) and Seven (7);
3.5. Client services, fiscal and programmatic policies must be compliant with:
3.5.1.
HRSA/HAB Part B Program Monitoring, Fiscal and Universal Monitoring Standards located at
https://hab.hrsa.gov/program-grants-management/ryan-white-hivaids-program-recipient-resources,
3.5.2.
The most current Arizona Part B Standards of Care posted to http://azdhs.gov/preparedness/epidemiology-
disease-control/disease-integration-services/index.php#hiv-care-resources-contractors,
3.5.3.
The ADHS Early Intervention Services Standard of Care is provided as Attachment Eight (8): Early
Intervention Services Standard of Care – Subpart Disease Investigation Services, and
3.5.4.
Develop and maintain policies and procedures, to support the service categories being proposed for
funding.
3.6. Cultural Competency
The Contractor shall:
3.6.1.
Provide culturally competent services, as defined by compliance with the CLAS (Culturally and Linguistically
Appropriate Services) found in Exhibit Four (4);
3.6.2.
Implement organizational policies that comply with the CLAS standards; and
3.6.3.
Develop a plan, to be approved by ADHS, for enhancement of cultural competency, delivery of services
and staff training.
4. Tasks
The Contractor Shall:
4.1. Monitor compliance with and performance under the Terms and Conditions of this Agreement. This includes on-site
visits for Agreement compliance. There shall be at least one (1) scheduled site visit during each grant year. These
visits may be made by the Program at any time during the Contractor’s normal business hours, announced or
unannounced;
4.2. Make available by inspection, and/or by copying, all records and accounts relating to the work performed or the
services provided under this Agreement, or for similar work and/or service provided under other grants, agreements
and contracts. The Contractor shall have policies and procedures in place that allow ADHS, as the funding agency,
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF WORK
CTR065199
Page 21 of 38
Revised 3/24/2023
prompt and full access to financial, programmatic, and records and documents, as needed, for program and fiscal
monitoring and oversight;
4.3. Follow and comply with all related corrective action plans and requirements of site visits and subsequent audits
conducted by the Program and its representatives. When monetary penalties are imposed or unallowable costs
determined, the Program shall define how repayment will be made to ADHS. This may include decreasing or
withholding the Contractor’s monthly billing or requiring payment to ADHS;
4.4. Submit reports to Program as requested that detail performance and allow review of budget, cost of services, unit
cost methodology and performance outcomes;
4.4.1.
At least one (1) Contractor staff member identified as Key Personnel shall attend the entirety of all
scheduled Sub-Recipient Monitoring calls.
4.5. Restrictions on Use of Funds
4.5.1.
The Contractor shall not utilize funds made available under this Agreement to make payments for any item
or service to the extent that payment has been made, or can reasonably be expected to be made, with
respect to that item or service,
4.5.2.
Under any State compensation program, under any insurance policy, or under any Federal, State, or county
health benefits program, or
4.5.3.
By an entity that provides health services on a prepaid basis,
4.5.4.
Funds may not be used to purchase or improve (other than minor remodeling) any building or other facility,
or to make cash payments to intended recipients of services as referenced in the Arizona Revised Statutes
(ARS) A.R.S. § 41-2591, R2-7-701 and Code of Federal Regulations, Chapter 1, Subchapter e., Part 31,
and Public Health Service Grants Policy Statement,
4.5.5.
Ryan White funds shall only support HIV-related needs of eligible individuals. All activities and expenditures
shall reflect an explicit connection between any service supported with Ryan White Act funds and the
intended recipient’s HIV status. The documentation that a service is HIV-related shall be made by a medical
provider, shall be maintained in the eligible individual’s medical record or in the Ryan White Part B
CAREWare database administered by the Program,
4.5.6.
The Contractor is not authorized to provide services anonymously. All services shall only be provided to
documented eligible clients as defined in this contract,
4.5.7.
Ryan White funds shall not be used to finance the services of lobbyists, fundraisers or grant/proposal
writers, nor to support lobbying, fundraising activities and/or the writing of grant/contract proposals. The
Contractor must have personnel policies and an employee orientation manual that include regulations that
forbid using federal funds to lobby Congress or other Federal personnel,
4.5.8.
The Ryan White Act limits the administrative expenses to not more than ten percent (10%) of the total grant
award. Requests for additional administrative funds may be submitted to the Program, along with support
documents for the administrative costs. The Act defines allowable “administrative activities” to include:
4.5.8.1.
Usual and recognized overhead, including established indirect rates for agencies;
4.5.8.2.
Management and oversight of specific programs funded under this title; and
4.5.8.3.
Other types of program support such as quality assurance, quality control, and related activities.
4.6. Staff
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF WORK
CTR065199
Page 22 of 38
Revised 3/24/2023
The Contractor shall:
4.6.1.
Employ direct service staff who meets the personnel qualifications outlined in the applicable standards of
care published to https://www.azdhs.gov/preparedness/bureau-of-infectious-disease-and-services/hiv-
hepatitis-c-services/index.php.
4.6.2.
Notify the Program of changes in key personnel if the staff identified as key contacts for Program
Management, Fiscal, ADAP and Quality Improvement change,
4.6.3.
Provide appropriate training for staff conducting direct client services paid for by the Agreement,
4.6.4.
Ensure that all staff shall participate in and complete all training mandated by the Ryan White Part B
Program. ADHS shall require a maximum of six (6) training events annually,
4.6.5.
Ensure that all staff complete confidentiality or security training annually. This can be provided directly by
MCDPH or fulfilled through an ADHS provided training,
4.6.6.
Ensure that all staff complete a cultural humility or cultural competency training annually. This can be
provided directly by MCDPH or fulfilled through an ADHS provided training,
4.6.7.
Provide training on utilization of PRISM and MEDSIS. This can be provided directly by MCDPH or fulfilled
through an ADHS provided training, and
4.6.8.
Ensure that all mandatory meetings and/or conferences hosted by the ADHS Ryan White Part B shall be
attended by the requested number of staff unless an exemption has been obtained by the Ryan White Part
B Program Manager in advance. Participating staff are expected to stay for the full duration of the meeting
or conference unless prior approval has been granted by the Ryan White Part B Program Manager.
4.6.8.1
Mandatory meetings and conferences include:
4.6.8.1.1.
Annual HIV/STI/HCV Symposium,
4.6.8.1.2.
Quarterly Subrecipient Calls,
4.6.8.1.3.
Annual Subrecipient Monitoring Site Visits,
4.6.8.1.4.
Ryan White National Conference (once every two (2) years), and
4.6.8.1.5.
HRSA Site Visits (if applicable, HRSA visits once every five (5) years and may decide
not to visit Contractor).
4.7. Points of Contact
The Contractor shall:
4.7.1.
Dedicate a Project Manager who shall be the primary contact person for the ADHS in discussing work that
needs to be completed,
4.7.1.1.
The Contractor’s Project Manager shall at a minimum:
4.7.1.1.1.
Serve as a primary day-to-day contact with the Agency,
4.7.1.1.2.
Attend, lead, and prepare materials for mandatory meetings specified in Section
4.6.8. above,
4.7.1.1.3.
Ensure all necessary operational components are completed,
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF WORK
CTR065199
Page 23 of 38
Revised 3/24/2023
4.7.1.1.4.
Troubleshoot and correct problems,
4.7.1.1.5.
Designate an alternative contact for when the Project Manager is unavailable, and
4.7.1.1.6.
Assure that the Contractor, as well as any subcontractors, fulfills its duties and
responsibilities under this Agreement, and delivers required documents to the ADHS.
4.7.2.
Identify and maintain a Fiscal Contact responsible for ensuring that all Federal and State standards are met
in the record keeping and billing of this program,
4.7.3.
Provide updated contact sheets identifying key contacts for Program Management, Fiscal, ADAP and
Quality Improvement notifications and requests. The updated contact sheets shall be completed on an
annual basis and within thirty (30) days of staff changes, and
4.7.4.
Ensure that all Contractor programmatic and fiscal communication with ADHS shall be through the Ryan
White Part B Program Manager or a designee(s).
4.8. Clinical Quality Improvement
The Contractor Shall:
4.8.1.
Participate in up to two (2) annual, data-driven, quality improvement projects when requested by the
Program. This may include agency specific or multi-agency projects. Participation may include, but is not
limited to, training and implementation of the Plan Do Study Act (PDSA) model, monitoring, data reporting,
and collection of client input,
4.8.2.
Use and adhere to the most current Standards of Care for all service categories for which they are funded.
Standards of Care are posted to: https://www.azdhs.gov/preparedness/bureau-of-infectious-disease-and-
services/hiv-hepatitis-c-services/index.php.
4.8.3.
Ensure that the Release of Information included in the standard Ryan White application includes client
consent to report client data to County, State, and Federal authorized entities and to view their records as
a part of site visits and quality management review activities,
4.8.4.
Participate in up to two (2) mandatory Quality Management trainings, and
4.8.5.
Participate with a Consumer Satisfaction Survey or Needs Assessments when requested.
4.9. Data and Information Systems
The Contractor shall:
4.9.1.
Submit Client level data entry to the designated data system (CAREWare) within five (5) days after the
activity. The Contractor shall have staff directly enter Client level data into CAREWare if other data entry or
data upload methods are unavailable,
4.9.1.1.
CAREWare is used for client level data reporting and monthly billing reports, demographic
reports, and various custom reporting.
4.9.2.
Install, collect, and report all data requested by the Program via Ryan White Part B CAREWare within thirty
(30) days of request by the RWPB. The Contractor agrees to participate in technical assistance training
and/or informational presentations for CAREWare at various times scheduled during the contract year, as
required by the Program,
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF WORK
CTR065199
Page 24 of 38
Revised 3/24/2023
4.9.3.
Coordinate the installation of the CAREWare software with their internal information technology staff.
CAREWare software is developed by HRSA and requires no licensing fees. Instructions shall be provided
by the Program,
4.9.4.
Complete timely review of annual Ryan White Program Services Report (RSR), as outlined at
https://targethiv.org/library/topics/rsr. Activities include, but are not limited to, review of reports, chart
reviews to identify missing client data and reporting results. The Program shall provide technical assistance
as needed,
4.9.5.
Complete monthly RSR Readiness Reports to ensure data required for RSR reporting is up to date. RSR
Readiness Reports shall include a list of all Ryan White Part B/ADAP clients served in the month by the
Contractor,
4.9.6.
Enter all services provided to eligible Ryan White clients into the CAREWare system as a service in the
client’s electronic file. Services shall include the date the service was provided, the service category,
quantity of units, a note describing the service encounter, and the staff member completing the service, and
4.9.7.
ADHS may provide technical assistance to eligible applicants for the implementation, configuration and end
user support for the CAREWare database. In addition, technical assistance is made available to eligible
applicants to integrate CAREWare with proprietary in-house billing systems on an as needed basis to
minimize data entry efforts needed to report client level demographic and service related data. Utilization
of proprietary in-house billing systems, client databases, and electronic medical records does not replace
required CAREWare data entry and all required Client level data must be entered into CAREWare either
by export or by direct data entry. If a client data export is not working the data must be directly entered into
CAREWare by the Contractor.
4.10. Use of Subcontractors
4.10.1. The use of subcontractors and/or consultants for Ryan White Part B funded activities shall be pre-approved
by ADHS Procurement and the Program.
4.11. Program Marketing Initiatives
4.11.1. If the Contractor markets program services, marketing initiatives shall promote/incorporate the following
components: Services available, venues/locations, and hours of operation. The Contractor is responsible
for ensuring informed client choice in healthcare program enrollment through the comprehensive and
accurate explanation of all programs available to the client,
4.11.2. The content of any and all advertising for these services shall be in a format allowed by Local, State and
Federal regulations and shall contain the funding language referenced in this Contract section, and
4.11.3. The Contractor is responsible to ensure that all appropriate program descriptions, including hours and
locations, and any changes related to these services are disseminated to the community and other Ryan
White providers to ensure that clients have access to care. The Contractor shall be able to document and
explain this communication process to the Program upon request.
4.12. Material Review Acceptance
4.12.1. The Contractor shall ensure that all materials developed or utilized by the Contractor’s program are
approved by the ADHS prior to use,
4.12.2. All written materials, websites/internet materials, audiovisual materials, pictorials, questionnaires, survey
instruments, proposed group educational sessions, educational curricula and like materials shall be
reviewed and approved by ADHS prior to being put into use. ADHS has established principles on content
for HIV/AIDS materials (see Guidelines for Content below), and requires approval of all applicable materials
prior to their distribution and use in any activities funded in any part with Ryan White funds,
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF WORK
CTR065199
Page 25 of 38
Revised 3/24/2023
4.12.3. Guidelines for Content:
4.12.3.1. Written materials (e.g., pamphlets, brochures, fliers), audiovisual materials (e.g., motion pictures
and video tapes), and pictorials (e.g., posters and similar educational materials using
photographs, or paintings) shall use terms, descriptors, or displays appropriate for the intended
audience to understand;
4.12.3.2. All materials shall either directly contain a health promotion message, an HIV prevention
message, or inform about functions or events that ultimately promote the same. For example, a
poster advertising a workshop does not need to have a health promotion message as long as
the workshop does;
4.12.3.3. Materials shall NOT educate on or promote either sexual activity or intravenous substance
abuse;
4.12.3.4. Materials shall not be obscene. ADHS retains the right to define what is obscene on a case-by-
case basis;
4.12.3.5. All current materials which have been produced/approved at the federal level (i.e. CDC, HRSA,
Department of Health and Human Services (DHHS)) do not need to be submitted for prior
approval by ADHS; and
4.12.3.6. Information shall be accurate, current, and culturally appropriate.
4.13. Partner Services
4.13.1. Support Partner Services and Data to Care Activities at the Contractor locations providing HIV Testing,
4.13.2. The Contractors with testing locations shall support current Partner Service or Data 2 Care activities for
persons newly diagnosed with HIV across the County, and
4.13.3. Staff conducting Partner Service or Data to Care activities shall participate in an ADHS approved training
prior to start. Staff shall comply with Partner Service delivery guidance and requirements from the ADHS
Office of HIV & Hepatitis C Services. These are outlined in Attachments One through Four (1-4).
4.13.4. Early Intervention Services or Partners Services activities shall be
4.13.4.1. Confidential in all aspects. Programs shall include strict procedures for ensuring privacy,
confidentiality, and security of data;
4.13.4.2. Timely (i.e. locating and notifying activities are initiated and completed promptly within ADHS-
established timelines) and offered to every client identified by the HIV/STD testing program
within twenty-one (21) days of learning their confirmatory HIV test result;
4.13.4.3. Appropriately documented in the reporting systems provided by the ADHS HIV/STD Prevention,
Care and Epidemiology programs. All partner counseling sessions shall be in accordance with
the most recent version of the Partner Services guidance issued by the CDC Prevention and
Surveillance branches;
4.13.4.4. All HIV positive individuals contacted through RWPB Early Intervention Services shall be
entered into CAREWare. All of these individuals must have a Release of Information completed;
4.13.4.5. All Partner Services shall be entered in PRISM according to requirements in Attachment Four
(4) PRISM Manual; and
4.13.4.6. The Contractor shall complete all components of Partner Services.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF WORK
CTR065199
Page 26 of 38
Revised 3/24/2023
4.14. Certification of Client Eligibility
4.14.1. EIS only providers have limited responsibilities for establishing eligibility. The Contractor agrees to:
4.14.1.1. Assist with eligibility submissions for clients seeking Ryan White Part B/ADAP funded services.
Clients enrolled in Ryan White Part B are concurrently enrolled in ADAP. Assistance may
include, but is not limited to, helping clients complete eligibility forms, assisting with an Arizona
Medicaid application, Medicare enrollment including Low Income Subsidy determinations,
and/or communicate Program requests to the client;
4.14.1.2. Comply with any eligibility policies published to https://www.azdhs.gov/preparedness/bureau-
of-infectious-disease-and-services/hiv-hepatitis-c-services/index.php and mandatory forms
at www.azadap.com;
4.14.1.3. Respond to requests from the ADHS eligibility review team for additional support documentation
and to answer questions related to client applications within three (3) business days;
4.14.1.4. Confirm and accept client eligibility in approved data systems, such as CAREWare, prior to
billing the Program for Ryan White Part B funded services;
4.14.1.5. Complete required screening for third party payers prior to billing the Ryan White Part B program
for services;
4.14.1.6. Contractors are encouraged to have multiple staff with access to approved data systems and
trained on reviewing/submitting eligibility and running eligibility reports. Contractors with more
than four (4) RWPB funded staff must have at least two (2) staff members with access to the
approved data systems;
4.14.1.7. Act as the primary point of contact for the ADHS eligibility review team, even when the client
submits an application directly to the Program;
4.14.1.8. Use Program approved, HIPAA compliant data systems and web applications, to send eligibility
referrals and support documents, when submitting applications on behalf of clients;
4.14.1.9. EIS services are exempt from the eligibility requirements. Prior to entering named EIS client
data into CAREWare a Release of Information (www.azadap.com) shall be on file, and the
minimum RSR data entry shall be collected; and
4.14.1.10. Eligibility requirements for Ryan White Part B and ADAP only apply to patients testing HIV
positive being linked to HIV care for these persons.
4.14.1.11. The ADHS eligibility review team shall:
4.14.1.11.1. Screen all client applications for Part B/ADAP and enroll eligible clients,
4.14.1.11.2. Use the Program approved data systems to communicate requests for additional
documentation,
4.14.1.11.3. Use Program approved data system to post client eligibility status updates,
4.14.1.11.4. Review all open applications at least once every three (3) business days, and
4.14.1.11.5. Complete medication adherence related improvement projects such as, but not
limited to, monitoring and following up with clients that have not used their ADAP
benefit in a six (6) month period.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF WORK
CTR065199
Page 27 of 38
Revised 3/24/2023
4.14.1.12. Summary of Client Eligibility Requirements:
4.14.1.12.1. Positive HIV diagnosis,
4.14.1.12.2. Client lives in the State of Arizona,
4.14.1.12.3. 400% or less of the current federal poverty level,
4.14.1.12.4. Documented screening and enrollment in the insurance option for which the client
is eligible. Ryan White is the payer of last resort and can pay for services covered
by other programs upon approval,
4.14.1.12.5. Clients enrolled in 340B programs or ADAP/ ADAP Assist look-alike program
income model services will be ineligible for all Ryan White Part B/ADAP funded
services,
4.14.1.12.6. Submission of mandatory Arizona Ryan White and ADAP application in English
or Spanish and required supporting documentation every six (6) months. Support
documents include:
4.14.1.12.6.1.
Documented viral load labs within the past six (6) months;
4.14.1.12.6.2.
Arizona Health Care Cost Containment System (AHCCCS),
Arizona’s Medicaid program, approval or denial for clients under
150% of the federal poverty level;
4.14.1.12.6.3.
Proof of income;
4.14.1.12.6.4.
Proof of residency;
4.14.1.12.6.5.
Proof of insurance (if applicable);
4.14.1.12.6.6.
Taxes for clients enrolled in an ADAP-funded Marketplace plan;
and
4.14.1.12.6.7.
Full eligibility requirements are available in Attachment Five (5):
Arizona Ryan White Parts A, B, and ADAP Eligibility Policies.
4.15. Release of Information
4.15.1. The Contractor shall secure from all clients provided services under this Agreement any and all releases of
information or other authorization requested by the Program. This includes but is not limited to, the Release
of Information included in the application (www.azadap.com), which can be found in the CAREWare client
file for eligible clients. Failure to secure such releases from clients may result in disallowance of all claims
to the Program for covered services provided to eligible individuals, and
4.15.2. The
Contractor
shall
comply
with
ARS
§36-662
(
https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/36/00662.htm),
access
to
records. In conducting an investigation of a reportable communicable disease the ADHS and local health
departments may inspect and copy medical or laboratory records in the possession of or maintained by a
health care provider or health care facility which are related to the diagnosis, treatment and control of the
specific communicable disease case reported. Requests for records shall be made in writing by the
appropriate officer of the department of health services or local health department and shall specify the
communicable disease case and the patient under investigation.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF WORK
CTR065199
Page 28 of 38
Revised 3/24/2023
4.16. Client Fees and Sliding Fee Policies
4.16.1. The Contractor shall have billing, collection, co-pay and sliding fee policies and procedures that do not deny
clients services for non-payment, inability to produce income documentation, or require full payment prior
to service, or include any other barriers to service based on ability to pay,
4.16.2. When the Contractor charges clients for services, all collected fees shall be documented in accordance
with their sliding fee schedule. This fee schedule shall be consistent with current federal guidelines. This
fee schedule must be published and made available to the public. If charging fees, the Contractor shall
have a fee discount policy, sliding fee schedule, and sliding fee eligibility applications. The Contractor shall
track fees charged and paid by clients. The Contractor shall have a fee discount policy that includes client
fee caps, including:
4.16.2.1. Clear responsibility for annually evaluating clients to establish individual fees and caps;
4.16.2.2. Tracking of Part B charges or medical expenses inclusive of enrollment fees, deductibles, and
co-payments;
4.16.2.3. A process for alerting the billing system that client has reached cap and no further charges will
be charged for the remainder of the year;
4.16.2.4. Documentation of policies, fees, and implementation, including evidence that staff understand
those policies and procedures; and
4.16.2.5. A process for charging, obtaining, and documenting client charges through a medical practice
information system, manual or electronically. The chart below shall be followed when developing
the fee schedule.
4.17. Client Income
4.17.1. Fees For Service
4.17.1.1. Less than or equal to 100% of the official poverty line no fees or charges to be imposed;
4.17.1.2. Greater than 100%, but not exceeding 200%, of the official poverty line. Fees and charges for
any calendar year may not exceed five percent (5%) of the client’s annual gross income;
4.17.1.3. Greater than 200%, but not exceeding 300% of the official poverty line. Fees and charges for
any calendar year may not exceed seven percent (7%) of client’s annual gross income;
4.17.1.4. Greater than 300% of the official poverty line; and
4.17.1.5. Fees and charges for any calendar year may not exceed ten percent (10%) of client’s annual
gross income.
5. Deliverables and Delivery Schedule
5.1. Contactor’s Expenditure and Activity Report thirty (30) days after month or quarter identified in Claim for services
rendered; and
5.2. Provide data required for Ryan White Services Report (RSR) HRSA Performance Report annually by March 1.
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
SCOPE OF WORK
CTR065199
Page 29 of 38
Revised 3/24/2023
6. Notices, Correspondence, and Reports
6.1. Notices, correspondence, reports and invoices/CERs from the contractor to ADHS shall be sent to:
Eduardo E. Moreira, HIV Prevention Manager
Office of HIV & Hepatitis C Services
Arizona Department of Health Services
150 North 18th Avenue, Suite 280, Phoenix, AZ 85007
Email; eduardo.moreira-orantes@azdhs.gov
Phone: 480-698-5233
Ricardo Fernandez, Acting Ryan White Part B Program Manager
Office of HIV & Hepatitis C Services
Arizona Department of Health Services
150 North 18th Avenue, Suite 280, Phoenix, AZ 85007
Email: Ricardo.fernandez@azdhs.gov
Phone: 602-527-7923
6.2. Notices, correspondence, and reports (and payments if sent to same address) from ADHS to the contractor shall
be sent to:
Issmene Delgado, Finance Business Analyst
Clinical Services
Maricopa County Department of Public Health
1645 E Roosevelt St Phoenix, AZ 85006
Email: Issmene.Delgado@maricopa.gov
Phone: 602-372-1485
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
PRICE SHEET
CTR065199
Page 30 of 38
Revised 3/24/2023
Ryan White Early Intervention Services – Annual Disease Investigation Services Budget
Budget Line Item
Amount
Personnel*
$511,414.00
Employee Related Expenses*
$264,946.00
Professional & Outside Services*
$0.00
Travel*
$4,800.00
Other Operating Expenses*
$20,040.00
Equipment*
$10,000.00
Indirect (15%)
$121,680.00
Total Annual Not to Exceed Amount:
$932,880.00
*Indicates indirect rate calculation
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
ATTACHMENT ONE (1)
CTR065199
Page 31 of 38
Revised 3/24/2023
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
ATTACHMENT TWO (2)
CTR065199
Page 32 of 38
Revised 3/24/2023
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
ATTACHMENT THREE (3)
CTR065199
Page 33 of 38
Revised 3/24/2023
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
ATTACHMENT FOUR (4)
CTR065199
Page 34 of 38
Revised 3/24/2023
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
ATTACHMENT FIVE (5)
CTR065199
Page 35 of 38
Revised 3/24/2023
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
ATTACHMENT SIX (6)
CTR065199
Page 36 of 38
Revised 3/24/2023
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
ATTACHMENT SEVEN (7)
CTR065199
Page 37 of 38
Revised 3/24/2023
CONTRACT NUMBER
INTERGOVERNMENTAL AGREEMENT
ATTACHMENT EIGHT (8)
CTR065199
Page 38 of 38
Revised 3/24/2023