CTR061304 HIV CARE SERVICES MCDPH (5).PDF

INTERGOVERNMENTAL AGREEMENT (IGA) 
Contract No.  CTR061304 
ARIZONA DEPARTMENT OF 
HEALTH SERVICES 
150 North 18th Avenue, Suite 530 
Phoenix, Arizona 85007 
Procurement Officer 
Kailee Gray 
Page 1 of 32 
Revised 6/13/2023 
Project Title:  HIV Care Services 
Geographic Service Area:  Maricopa and Pinal County 
Begin Date:     April 1, 2022 
Termination Date:  June 30, 2027 
Arizona Department of Health Services has authority to contract for services specified herein in accordance with A.R.S. §§ 11-951, 11-952, 36-
104 and 36-132.  The Contractor represents that it has authority to contract for the performance of the services provided herein pursuant to:  
X 
  Counties: 
A.R.S. §§ 11-201, 11-951, 11-952 and 36-182. 
 Indian Tribes: A.R.S. §§ 11-951, 11-952 and the rules and sovereign authority of the contracting Indian Nation. 
  School Districts:   A.R.S. §§ 11-951, 11-952, and 15-342. 
  City of Phoenix:    Chapter II, §§ 1 & 2, Charter, City of Phoenix. 
  City of Tempe: Chapter 1, Article 1, §§ 1.01 & 1.03, Charter, City of Tempe. 
Amendments signed by each of the parties and attached hereto are hereby adopted by reference as a part of this Contract, from the effective 
date of the Amendment, as if fully set out herein.      
Arizona Transaction (Sales) Privilege: 
Federal Employer Identification No.: 
Tax License No.: 
Contractor Name: Maricopa County Department of Public 
Health – Ryan White Part A Program 
Address:  4041 North Central Avenue 
Phoenix, AZ 85012
 
FOR CLARIFICATION, CONTACT: 
Name:  
Phone:  
FAX No: 
E-mail: 
CONTRACTOR SIGNATURE: 
The Contractor agrees to perform all the services set forth in the 
Agreement and Work Statement.   
This Contract shall henceforth be referred to as Contract 
No.          CTR061304       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. CTR061304, 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 
CTR061304 
 
Page 2 of 32 
Revised 6/13/2023 
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 
CTR061304 
 
Page 3 of 32 
Revised 6/13/2023 
2. 
Contract Type 
 
This Contract shall be:   
 
 
 
 
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; and 
 
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 
CTR061304 
 
Page 4 of 32 
Revised 6/13/2023 
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 Nos. 2023-09, 2023-01, 
2009-09, and any and all other applicable Federal and State laws, rules and regulations, including the 
Americans with Disabilities Act. Contractor shall include these provisions in contracts with Subcontractors 
when required by Federal or State law; 
 
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

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR061304 
 
Page 5 of 32 
Revised 6/13/2023 
sequence its work to the related work by others. Where the Contract requires handing-off Contractor’s 
work to others, Contractor shall cooperate as State instructs regarding the necessary transfer of its work 
product, Materials, Services, or records to State or the other suppliers. Contractor shall not commit or 
permit any act that interferes with the State’s or other suppliers’ performance of their work, provided that, 
State shall enforce the foregoing section equitably among all its suppliers so as not impose an 
unreasonable burden on any of them; 
 
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 
CTR061304 
 
Page 6 of 32 
Revised 6/13/2023 
 
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: 
 
4.17.1.1. 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, and 
 
4.17.1.2. Contractor further certifies that it shall comply with A.R.S. § 35-394, regarding use of the 
forced labor of ethnic Uyghurs, as applicable. 
 
4.18. 
Protection of State Cybersecurity Interests. The Contractor shall comply with State Executive Order No. 
2023-10, which includes, but is not limited to, a prohibition against (a) downloading and installing of 
TikTok on all State-owned and State-leased information technology; and (b) accessing TikTok through 
State information technology. 
 
5. 
Costs and Payments 
 
5.1. 
Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 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;

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR061304 
 
Page 7 of 32 
Revised 6/13/2023 
5.4. 
Applicable Taxes: 
 
5.4.1. 
Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes, 
 
5.4.2. 
State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable 
state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are 
the responsibility of the seller to remit. Failure to collect such taxes from the buyer does not 
relieve the seller from its obligation to remit taxes, 
 
5.4.3. 
Tax Indemnification. Contractor and all Subcontractors shall pay all Federal, state and local taxes 
applicable to its operation and any persons employed by the Contractor. Contractor shall, and 
require all Subcontractors to hold the State harmless from any responsibility for taxes, damages 
and interest, if applicable, contributions required under Federal, and/or state and local laws and 
regulations and any other costs including transaction privilege taxes, unemployment 
compensation insurance, Social Security and Worker’s Compensation, and 
 
5.4.4. 
IRS W9 Form. In order to receive payment, the Contractor shall have a current I.R.S. W9 Form 
on file with the State of Arizona, unless not required by law. 
 
5.5. 
Availability of Funds for the Next State Fiscal Year. Funds may not presently be available for performance 
under this 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; and 
 
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.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR061304 
 
Page 8 of 32 
Revised 6/13/2023 
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; 
 
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, and 
 
7.2.2. 
Public Agency Language Only. Each party (as 'indemnitor') agrees to indemnify, defend, and 
hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, 
liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively 
referred to as 'claims') arising out of bodily injury of any person (including death) or property 
damage but only to the extent that such claims which result in vicarious/derivative liability to the 
indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the 
indemnitor, its officers, officials, agents, employees, or volunteers. 
 
7.3. 
Indemnification - Patent and Copyright. The Contractor shall indemnify and hold harmless the State 
against 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: 
 
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

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR061304 
 
Page 9 of 32 
Revised 6/13/2023 
majeure which such party is unable to prevent by exercising reasonable diligence, 
 
7.4.1. 
Force Majeure shall not include the following occurrences: 
 
7.4.1.1. Late delivery of equipment, Materials, or Services caused by congestion at a 
manufacturer’s plant or elsewhere, or an oversold condition of the market; 
 
7.4.1.2. 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 
 
7.4.1.3. Inability of either the Contractor or any Subcontractor to acquire or maintain any 
required insurance, bonds, licenses or permits. 
 
7.4.2. 
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, and 
 
7.4.3. 
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:

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR061304 
 
Page 10 of 32 
Revised 6/13/2023 
8.3.1.1. Conform to the requirements of the Contract, which by way of reminder include without 
limitation all descriptions, specifications, and drawings identified in the Scope of Work 
and any and all Contractor affirmations included as part of the Contract; 
 
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 6.3. [Assignment and Delegation] that expressly recognizes the 
event; 
 
8.10. 
Performance in Public Health Emergency. Contractor warrants that it will: 
 
8.10.1. 
Have in effect, promptly after commencement, a plan for continuing performance in the 
event of a declared public health emergency that addresses, at a minimum: 
 
8.10.1.1. 
Identification of response personnel by name;

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR061304 
 
Page 11 of 32 
Revised 6/13/2023 
8.10.1.2. 
Key succession and performance responses in the event of sudden and 
significant decrease in workforce; and 
 
8.10.1.3. 
Alternative avenues to keep sufficient product on hand or in the supply chain. 
 
8.10.2. 
Provide a copy of its current plan to State within three (3) business days after State’s written 
request. If Contractor claims relief under paragraph 7.4 [Force Majeure] for an occurrence 
of force majeure that is a declared public health emergency, then that relief will be 
conditioned on Contractor having first implemented its plan and exhausted all reasonable 
opportunity for that plan implementation to overcome the effects of that occurrence, or 
mitigate those effects to the extent that overcoming entirely is not practicable, 
 
8.10.3. 
A request from the State related to this paragraph 8.10 does not necessarily indicate that 
there has been an occurrence of force majeure, and the Contractor will not be entitled to 
any additional compensation or extension of time by virtue of having to implement a plan, 
and 
 
8.10.4. 
Failure to have or implement an appropriate plan will be a material breach of 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, 
and 
 
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; and

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR061304 
 
Page 12 of 32 
Revised 6/13/2023 
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, and 
 
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, and 
 
9.2.2. 
If a stop work order issued under this clause is canceled or the period of the order or any 
extension expires, the Contractor shall resume work. The Procurement Officer shall make 
an equitable adjustment in the delivery schedule or 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; and 
 
9.5. 
Right of Offset. The State shall be entitled to offset against any sums due the Contractor, any expenses 
or costs incurred by the State, or damages assessed by the State concerning the Contractor’s non-
conforming performance or failure to perform the Contract, including expenses, costs and damages 
described in the Uniform Terms and Conditions.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR061304 
 
Page 13 of 32 
Revised 6/13/2023 
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; and 
 
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, and 
 
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.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR061304 
 
Page 14 of 32 
Revised 6/13/2023 
10.6. 
Continuation of Performance Through Termination. The Contractor shall continue to perform, in 
accordance with the requirements of the Contract, up to the date of termination, as directed in the 
termination notice. 
 
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; and 
 
13.2. 
Information and Coordination.  The State will provide information to the Contractor pertaining to activities 
that affect the Contractor’s delivery of services, and the Contractor shall be responsible for coordinating 
their activities with the State’s in such a manner as not to conflict or unnecessarily duplicate the State’s 
activities.  As the work of the Contractor progresses, advice and information on matters covered by the 
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

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR061304 
 
Page 15 of 32 
Revised 6/13/2023 
performance of the Contract so that both ADHS and Contractor will be in compliance with HIPAA, including 
cooperation and coordination with the Arizona Department of Administration-Arizona Strategic Enterprise 
Technology (ADOA-ASET) Office, the ADOA-ASET Arizona State Chief Information Security Officer and 
HIPAA Coordinator and other compliance officials required by HIPAA and its regulations.  Contractor will 
sign any documents that are reasonably necessary to keep ADHS and Contractor in compliance with HIPAA, 
including, but not limited to, business associate agreements; and 
 
17.2. 
If requested by the ADHS Procurement Office, Contractor agrees to sign a “Pledge To Protect Confidential 
Information” and to abide by the statements addressing the creation, use and disclosure of confidential 
information, including information designated as protected health information and all other confidential or 
sensitive information as defined in policy.  In addition, if requested, Contractor agrees to attend or participate 
in HIPAA training offered by ADHS or to provide written verification that the Contractor has attended or 
participated in job related HIPAA training that is: (1) intended to make the Contractor proficient in HIPAA for 
purposes of performing the services required and (2) presented by a HIPAA Privacy Officer or other person 
or program knowledgeable and experienced in HIPAA and who has been approved by the ADOA-ASET 
Arizona State Chief Information Security Officer and HIPAA Coordinator. 
 
18. 
Fraud, Waste, or Abuse   
  
18.1. 
ADHS requires all employees to abide by the State’s Personnel System Rules, R2-5A-501; Standards of 
Conduct which includes maintaining high standards of honesty, integrity, and impartiality, free from personal 
considerations and/or favoritism, and Code of Conduct for individuals engaged in Accounting, Financial and 
Budgeting Activities which depicts the moral, ethical, legal and professional aspects of personal conduct. 
ADHS requires the same conduct of its consultants, vendors, contractors, subrecipients, or persons doing 
business with the agency;  
 
18.2. 
Any State employee, consultant, vendor, contractor or subrecipient or person doing business with the 
Agency who receives a report of improper activity must report the information within one (1) business day. 
Note: Federal Award policy denotes awardees must disclose, in a timely manner, in writing to ADHS all 
violations of Federal Criminal Law, involving fraud, bribery, or gratuity violations potentially affecting Federal 
Awards; and 
 
18.3. 
Anyone suspecting Fraud, Waste, or Abuse related to ADHS activities are required to report Fraud, Waste, 
or abuse through any of the following reporting channels: 
 
18.3.1. 
ADHS Ethics Action Hotline at (602) 542-2347, 
 
18.3.2. 
ADHS Ethics Action Email at reportethics@azdhs.gov ,or 
 
18.3.3. 
General Accounting Office (GAO) Fraud Reporting Email at reportfraud@azdoa.gov to report 
Fraud, Waste, or Abuse incidents. 
 
19. 
Unique Entity Identifier (UEI) Requirement 
 
Pursuant to 2 CFR 25.100 et seq., no entity (defined as a Governmental organization, which is a State, local 
government, or Indian tribe; foreign public entity; domestic or foreign nonprofit organization; domestic or foreign for-
profit organization; or Federal agency, but only as a sub-recipient under an award or sub-award to a non-Federal 
entity) may receive a sub-award from ADHS unless the entity provides its Unique Entity Identifier Number to ADHS. 
The number can be created in SAM.gov.  If already registered the UEI has been assigned and can be viewed in 
SAM.gov.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR061304 
 
Page 16 of 32 
Revised 6/13/2023 
20. 
The Federal Funding Accountability and Transparency Act (FFATA or Transparency Act - P.L.109-282, as 
amended by section 6202(a) of P.L. 110-252), found at https://www.fsrs.gov/ 
 
If applicable, the subrecipient or sub-awardee is required to abide by the Federal Funding Accountability and 
Transparency Act (FFATA or Transparency Act – P.L. 109-282, as amended by section 6202(a) of P.L. 110-252), 
found at https://www.fsrs.gov/. The associated Grant Reporting Certification Form and completion instructions will 
be sent to the subrecipient from ADHS Program(s) responsible for the specific 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; and 
 
24.2. 
Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by 
contracting the Contract Manager for the Contract. Request should be made as early as possible to allow 
time to arrange the accommodation.   
 
24.3. 
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. 
 
24.4. 
For the purposes of this Grant, a capital expenditure means expenditures to acquire capital assets, as

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR061304 
 
Page 17 of 32 
Revised 6/13/2023 
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; 
 
24.5. 
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; 
 
24.6. 
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; 
 
24.7. 
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; 
 
24.8. 
Grantee understands that financial reports are required as an accounting of expenditures for either 
reimbursement or ADHS-approved advance payments; 
 
24.9. 
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;    
 
24.10. 
All goods and services must be received or have reasonable expectations thereof and placed in service by 
Grantee by the expiration of this award;  
 
24.11. 
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; 
 
24.12. 
Grantee agrees to remit all unexpended grant funds to the ADHS within thirty (30) days of written request 
from the ADHS; 
 
24.13. 
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; 
 
24.14. 
Grantee agrees not to use grant funds for food and/or beverage unless explicitly approved in writing by the 
ADHS; 
 
24.15. 
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

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
TERMS AND CONDITIONS 
CTR061304 
 
Page 18 of 32 
Revised 6/13/2023 
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;  
 
24.16. 
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; 
 
24.17. 
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; 
 
24.18. 
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/;  
 
24.19. 
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; 
 
24.20. 
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/; 
 
24.21. 
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; 
 
24.22. 
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; 
 
24.23. 
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; and 
 
24.24. 
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.  
 
25. 
Comments Welcome    
 
The ADHS Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any comments 
you may have. Please submit your comments to: ADHS Procurement Administrator, Arizona Department of Health 
Services, 150 North 18th Avenue, Suite 530, Phoenix, Arizona 85007.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR061304 
 
Page 19 of 32 
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/Acquired 
Immunodeficiency Syndrome (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 Disease Integration and Services 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; and  
 
1.4. The current National HIV/AIDS strategy has four (4) goals that 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: 
https://www.hiv.gov/federal-response/national-hiv-aids-strategy/national-hiv-aids-strategy-2022-2025/ 
 
1.4.1. 
Reducing New HIV Infections, 
 
1.4.2. 
Improving access to care and health outcomes, 
 
1.4.3. 
Reducing HIV-related health disparities, and   
 
1.4.4. 
Achieving a more coordinated national response. 
 
2. 
Objectives 
 
2.1. The Agreement aims to support the end of HIV in Maricopa and Pinal Counties through the funding of 
authorized Ryan White Part B Services; 
 
2.2. Key objectives include:  
 
2.2.1.     Initiate persons newly diagnosed with HIV to HIV medical care within five (5) calendar days of their 
diagnosis, 
 
2.2.2.      Link persons out of HIV medical care to HIV medical care within five (5) calendar days of reestablishing 
contact with the HIV-positive person,  
 
2.2.3.     Link ninety percent (90%) of newly diagnosed clients to HIV medical services in thirty (30) days or 
less, 
 
2.2.4.      Support retention of at least ninety percent (90%) of all Ryan White clients in HIV Medical Care, and  
 
2.2.5.      Support viral load suppression among at least ninety percent (90%) of all Ryan White clients.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR061304 
 
Page 20 of 32 
3. 
Scope of Service 
 
3.1. Implement one (1) or more service categories as defined in Ryan While Part B Standards of Care; 
 
https://www.azdhs.gov/preparedness/epidemiology-disease-control/disease-integration-
services/index.php#hiv-care-resources-contractors 
 
3.2. Client services, fiscal and programmatic policies must be compliant with: 
 
3.2.1. 
HRSNHAB Part B Program Monitoring, Fiscal and Universal Monitoring Standards located at
 
https://ryanwhite.hrsa.gov/sites/default/files/ryanwhite/grants/universal-monitoring-partab.pdf; 
 
3.3. The most current Arizona Part B Standards of Care posted to:  
 
https://www.azdhs.gov/preparedness/epidemiology-disease-control/disease-integration-
services/index.php#hiv-care-resources-contractors; 
 
3.4. Develop and maintain policies and procedures, to support the service categories being proposed for funding; 
 
3.5. All service components must be provided by the Contractor; 
 
3.6. Client services, fiscal and programmatic policies must be compliant with: 
 
3.6.1. 
HRSNHAB Part B Program Monitoring, Fiscal and Universal Monitoring Standards located at 
https://hab.hrsa.gov/program-grants-management/ryan-white-hivaids-program-recipient-resources,  
 
3.6.2. 
The 
most 
current 
Arizona 
Part 
B 
Standards 
of 
Care 
posted 
to 
https://www.azdhs.gov/preparedness/epidemiology-disease-control/disease-integration-
services/index.php#hiv-care-resources-contractors, and 
 
3.6.3. 
Develop and maintain policies and procedures, to support the service categories being proposed for 
funding. 
 
3.7. Cultural Competency 
 
3.7.1 
The Contractor shall: 
 
3.7.1.1. 
Provide culturally competent services, as defined by compliance with the CLAS 
(Culturally and Linguistically Appropriate Services) found in Exhibit 4;  
 
3.7.1.2. 
Implement organizational policies that comply with the CLAS standards; and 
 
3.7.1.3. 
Develop a plan, to be approved by ADHS, for enhancement of cultural competency, 
delivery of services and staff training. 
4. 
Tasks 
 
4.1. The Program will monitor compliance with and performance under the Terms and Conditions of this 
Agreement. This includes on-site visits for Agreement compliance. There will 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;  
 
4.1.1. 
The Contractor shall 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, prompt and full access to

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR061304 
 
Page 21 of 32 
financial, programmatic, and records and documents, as needed, for program and fiscal monitoring 
and oversight, 
 
4.1.2. 
The Contractor shall 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 are determined, the Program will define how repayment 
will be made to ADHS. This may include decreasing or withholding the Contractor’s monthly billing 
or requiring payment to ADHS, 
 
4.1.3. 
The Contractor shall submit reports to the Program as requested that detail performance and allow 
review of the budget, cost of services, unit cost methodology and performance outcomes, and 
 
4.1.4. 
At least one (1) Contractor staff member identified as Key Personnel will attend the entirety of all 
scheduled Sub-Recipient Monitoring calls. 
 
4.2. Restrictions on Use of Funds 
 
4.2.1. 
The Contractor may not utilize funds made available under this Agreement to:  
 
4.2.1.1. 
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, 
 
4.2.1.2. 
Any State compensation program, under any insurance policy, or under any Federal, 
State, or county health benefits program, or 
 
4.2.1.3. 
An entity that provides health services on a prepaid basis, 
 
4.2.2. 
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, 
 
4.2.3. 
Ryan White funds may only support HIV-related needs of eligible individuals. All activities and 
expenditures must 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 
must be made by a medical provider, must be maintained in the eligible individual’s medical record 
or in the Ryan White Part B CAREWare database administered by the Program, info on CAREWare 
available here: https://ryanwhite.hrsa.gov/grants/manage/careware  
 
4.2.4. 
Contractor is not authorized to provide services anonymously. All services must only be provided to 
documented eligible clients as defined in this contract, 
 
4.2.5. 
Ryan White funds may 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, 
 
4.2.6. 
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:  
 
4.2.6.1. 
Usual and recognized overhead, including established indirect rates for agencies; 
 
4.2.6.2. 
Management and oversight of specific programs funded under this title; and

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR061304 
 
Page 22 of 32 
4.2.6.3. 
Other types of program support such as quality assurance, quality control, and related 
activities. 
 
4.3. The Contractor shall: 
 
4.3.1. 
Employ direct service staff who meets the personnel qualifications outlined in the applicable 
standards 
of 
care 
published 
to 
www.azdhs.gov/preparedness/epidemiology-disease-
control/disease-integration-services/index.php#hiv-care-resources-contractors,    
 
4.3.2. 
Notify the Program of changes in key personnel if the staff identified as key contacts for Program 
Management, Fiscal, AIDS Drug Assistance Program (ADAP), and Quality Improvement change,  
 
4.3.3. 
Provide appropriate training for staff conducting direct client services paid for by the Agreement,  
 
4.3.4. 
Ensure that all staff participate in and complete all training mandated by the Ryan White Part B 
Program. ADHS will require a maximum of six (6) training events annually,    
 
4.3.4.1. 
All staff must complete confidentiality or security training annually. This can be provided 
directly by the Maricopa County Department of Public Health (MCDPH) or fulfilled 
through ADHS-provided training;   
 
4.3.4.2. 
All staff must complete cultural humility or cultural competency training annually. This 
can be provided directly by MCDPH or fulfilled through ADHS-provided training; and   
 
4.3.4.3. 
Training on the utilization of Medical Electronic Disease Surveillance Intelligence 
System (MEDSIS) is required. This can be provided directly by MCDPH or fulfilled 
through ADHS-provided training.   
 
4.3.5. 
All mandatory meetings and/or conferences hosted by the ADHS Ryan White Part B must 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, 
 
Mandatory meetings and conferences include: 
 
4.3.5.1. 
Annual HIV/STI/HCV Symposium; 
 
4.3.5.2. 
Quarterly Subrecipient Calls; 
 
4.3.5.3. 
Annual Subrecipient Monitoring Site Visits; 
 
4.3.5.4. 
Ryan White National Conference (once every two (2) years); and 
 
4.3.5.5. 
HRSA Site Visits (if applicable, HRSA visits once every five (5) years and may decide 
not to visit the Contractor) 
 
4.4. Points of Contact 
 
4.4.1. 
The Contractor shall dedicate a Project Manager who shall be the primary contact person for the 
ADHS in discussing work that needs to be completed,   
 
The Contractor’s Project Manager shall at a minimum: 
 
4.4.1.1. 
Serve as a primary day-to-day contact with the Agency;

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR061304 
 
Page 23 of 32 
4.4.1.2. 
Attend, lead, and prepare materials for mandatory meetings specified in 4.3.5. above; 
 
4.4.1.3. 
Ensure all necessary operational components are completed; 
 
4.4.1.4. 
Troubleshoot and correct problems; 
 
4.4.1.5. 
Designate an alternative contact for when the Project Manager is unavailable; and 
 
4.4.1.6. 
Assure that the Contractor, as well as any subcontractors, fulfills its duties and 
responsibilities under this Agreement, and delivers required documents to the ADHS. 
 
4.4.2. 
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, 
 
4.4.3. 
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 
 
4.4.4. 
Communicate all Contractor programmatic and fiscal communication with ADHS through the Ryan 
White Part B Program Manager or a designee(s)  
 
4.5. Clinical Quality Improvement 
 
4.5.1. 
The Contractor shall 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,   
 
4.5.2. 
The Contractor will 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 
http://azdhs.gov/preparedness/epidemiology-disease-control/disease-integration-
services/index.php#hiv-care-resources-contractors, 
 
4.5.3. 
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, 
 
4.5.4. 
The Contractor shall participate in up to two mandatory Quality Management trainings, and 
 
4.5.5. 
When requested, the Contractor shall participate in a Consumer Satisfaction Survey or Needs 
Assessments. 
 
4.6. Data and Information Systems 
 
4.6.1. 
The Contractor shall 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,  
 
4.6.2. 
CAREWare is used for client-level data reporting and monthly billing reports, demographic reports, 
and various custom reporting.  The Contractor agrees to 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 
CTR061304 
 
Page 24 of 32 
4.6.3. 
The Contractor is responsible for coordinating the installation of the CAREWare software with their 
internal information technology staff.  CAREWare software is developed by HRSA and requires no 
licensing fees.  Instructions will be provided by the Program, 
 
4.6.4. 
The Contractor shall complete by February 28th and the end of the period of performance ending 
prior to December 31st annually the Ryan White Program Services Report (RSR), as outlined at 
https://careacttarget.org/category/topics/ryan-white-services-report-rsr. Activities include but are not 
limited to, review of reports, chart reviews to identify missing client data, and reporting results.  The 
Program will provide technical assistance as needed, 
 
4.6.5. 
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,  
 
4.6.6. 
All services provided to eligible Ryan White clients shall be entered 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, the quantity of units, a note describing the service encounter, and the staff member 
completing the service, and 
 
4.6.7. 
ADHS may provide technical assistance to eligible contractors for the implementation, configuration 
and end-user support for the CAREWare database.  In addition, technical assistance is made 
available to eligible Contractor 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. 
 
4.7. Use of Subcontractors 
 
The use of subcontractors and/or consultants for Ryan White Part B funded activities shall be pre-approved 
by ADHS Procurement and the Program. 
 
4.8. Program Marketing Initiatives 
 
4.8.1. 
If the Contractor markets program services, marketing initiatives must 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,    
 
4.8.2. 
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 
 
4.8.3. 
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. 
 
4.9. Material Review Acceptance 
 
4.9.1. 
The Contractor shall ensure that all materials developed or utilized by the Contractor’s program are 
approved by the ADHS prior to use, 
 
4.9.2. 
All written materials, websites/internet materials, audiovisual materials, pictorials, questionnaires, 
survey instruments, proposed group educational sessions, educational curricula and like materials

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR061304 
 
Page 25 of 32 
must 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, 
 
4.9.3. 
Guidelines for Content:  
 
4.9.3.1. 
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; 
 
4.9.3.2. 
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; 
 
4.9.3.3. 
Materials shall NOT educate on or promote either sexual activity or intravenous 
substance abuse; 
 
4.9.3.4. 
Materials shall not be obscene.  ADHS retains the right to define what is obscene on a 
case-by-case basis; 
 
4.9.3.5. 
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 
 
4.9.3.6. 
Information shall be accurate, current, and culturally appropriate. 
 
4.10. Partner Services 
 
4.10.1. 
The Contractor shall support Partner Services and Data to Care Activities at the Contractor 
locations providing HIV Testing, and 
 
4.10.2. 
Ensure the Contractors with testing locations shall support current Partner Service or Data 2 Care 
activities for persons newly diagnosed with HIV across the County. 
 
4.11.  Certification of Client Eligibility 
 
4.11.1. The Contractor shall: 
 
4.11.1.1. 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; 
 
4.11.1.2. Comply 
with 
any 
eligibility 
policies 
published 
to 
http://azdhs.gov/preparedness/epidemiology-disease-control/disease-integration-
services/index.php#hiv-care-resources-contractors 
and 
mandatory 
forms 
at 
www.azadap.com; 
 
4.11.1.3. 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;

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR061304 
 
Page 26 of 32 
4.11.1.4. Confirm and accept client eligibility in approved data systems, such as CAREWare, prior 
to billing the Program for Ryan White Part B funded services; 
 
4.11.1.5. Complete required screening for third (3rd)party payers prior to billing the Ryan White 
Part B program for services; 
 
4.11.1.6. 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; 
 
4.11.1.7. Act as the primary point of contact for the ADHS eligibility review team, even when the 
client submits an application directly to the Program; 
 
4.11.1.8. Use Program approved, HIPAA compliant data systems and web applications, to send 
eligibility referrals and support documents, when submitting applications on behalf of 
clients; 
 
4.11.1.9. 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 must be collected; 
 
4.11.1.10. Eligibility requirements for Ryan White Part B and ADAP only apply to patients testing 
HIV positive being linked to HIV care. For these persons; 
 
4.11.1.10.1. 
The ADHS eligibility review team will: 
 
4.11.1.10.1.1. 
Screen all client applications for Part B/ADAP and enroll 
eligible clients; 
 
4.11.1.10.1.2. 
Use 
the 
Program 
approved 
data 
systems 
to 
communicate requests for additional documentation; 
 
4.11.1.10.1.3. 
Use Program approved data system to post client 
eligibility status updates; 
 
4.11.1.10.1.4. 
Review all open applications at least once every three 
(3) business days; and 
 
4.11.1.10.1.5. 
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.    
 
4.11.1.11. Summary of Client Eligibility Requirements: 
 
4.11.1.11.1. 
Positive HIV diagnosis.  
 
4.11.1.11.2. 
Client lives in the State of Arizona. 
 
4.11.1.11.3. 
Earn 400% or less of the current federal poverty level. 
 
4.11.1.11.4. 
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.

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR061304 
 
Page 27 of 32 
4.11.1.11.5. 
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.  
 
4.11.1.11.6. 
Submission of mandatory Arizona Ryan White and ADAP application in 
English or Spanish and required supporting documentation every six (6) 
months. Support documents include:  
 
4.11.1.11.7. 
Documented viral load labs within the past six (6) months,  
 
4.11.1.11.8. 
Arizona Health Care Cost Containment System (AHCCCS), Arizona’s 
Medicaid program, approval or denial for clients under 150% of the 
federal poverty level,  
 
4.11.1.11.9. 
Proof of income,  
 
4.11.1.11.10. Proof of residency,  
 
4.11.1.11.11. Proof of insurance (if applicable),   
 
4.11.1.11.12. Taxes for clients enrolled in an ADAP-funded Marketplace plan, and  
 
4.11.1.11.13. Full eligibility requirements are available at the ADHS website at 
https://www.azdhs.gov/documents/preparedness/epidemiology-
disease-control/disease-integrated-services/hiv-care/eligibility/joint-
ryan-white-adap-eligibility-policies.pdf?v=20220615: 
Arizona 
Ryan 
White Parts A, B, and ADAP Eligibility Policies. 
 
4.12. Release of Information 
 
4.12.1. The Contractor shall:  
 
4.12.1.1. Secure from all clients provided services under this Contract 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 
 
4.12.1.2. Comply with ARS §36-662, https://www.azleg.gov/ars/36/00662.htm access to records. 
In conducting an investigation of a reportable communicable disease the Department of 
Health Services 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. 
 
4.13. Client Fees and Sliding Fee Policies 
 
4.13.1. 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, 
 
4.13.2. 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

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR061304 
 
Page 28 of 32 
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: 
 
4.13.2.1. Clear responsibility for annually evaluating clients to establish individual fees and caps; 
 
4.13.2.2. Tracking of Part B charges or medical expenses inclusive of enrollment fees, 
deductibles, and co-payments; 
 
4.13.2.3. A process for alerting the billing system that the client has reached the cap and no 
further charges will be charged for the remainder of the year; 
 
4.13.2.4. Documentation of policies, fees, and implementation, including evidence that staff 
understand those policies and procedures;  
 
4.13.2.5. A process for charging, obtaining, and documenting client charges through a medical 
practice information system, manual or electronically; 
 
4.13.2.5.1. 
Fees for Service 
 
4.13.2.5.1.1. 
Less than or equal to 100% of the official poverty line 
no fees or charges to be imposed; 
 
4.13.2.5.1.2. 
Greater than 100%, but not exceeding 200% of the 
poverty line. Fees and charges for any calendar year 
may not exceed five percent (5) of the client’s annual 
gross income; 
 
4.13.2.5.1.3. 
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 the client’s 
annual gross income; 
 
4.13.2.5.1.4. 
Greater than 300% of the official poverty line; and 
 
4.13.2.5.1.5. 
Fees and charges for any calendar year may not 
exceed ten percent (10%) of the client’s annual gross 
income. 
 
5. 
Deliverables and Delivery Schedule 
 
5.1. 
Contactor’s Expenditure Report due thirty (30) days after the 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 
1st. 
 
6. 
Notices, Correspondence, and Reports 
 
6.1. 
Notices, correspondence, reports, and CERs from the contractor to ADHS shall be sent to: 
 
Patricia Sandoval 
Ryan White Part B Program Manager 
Office of HIV & Hepatitis C Services 
Arizona Department of Health Services

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
SCOPE OF WORK 
CTR061304 
Page 29 of 32 
150 North 18th Avenue, Suite 280, Phoenix, AZ 85007 
Email 
patricia.sandoval@azdhs.gov   
Phone:   480-645-0046 
6.2. 
Notices, correspondence, and reports (and payments if sent to the same address) from ADHS to the contractor 
shall be sent to: 
Jeremy Hyvärinen 
Ryan White Subdivision Manager 
Maricopa County Department of Public Health 
Health Outreach, Partnership & Equity
4041 North Central Avenue
Phoenix, AZ 85012
Email: Jeremy.Hyvarinen@maricopa.gov 
Phone: 602-647-2996

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
PRICE SHEET 
CTR061304 
 
Page 30 of 32 
 
Annual Ryan White HIV Care & Services Budget 
 
 
Budget Line Item 
 
 
Amount 
 
Core Services Personnel / ERE 
 
$0.00 
 
Core Services Delivered 
 
$300,000.00 
 
Support Services Personnel / ERE 
 
$0.00 
 
Support Services Delivered 
 
$90,000.00 
 
Administration Personnel / ERE 
 
$110,000.00 
 
Administration Services Delivered 
 
$0.00 
 
Total: 
 
$500,000.00

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
EXHIBIT A 
CTR061304 
 
Page 31 of 32 
Exhibit - 2 CFR 200.332 
§ 200.332  
Requirements for pass-through entities. 
All pass-through entities must: 
(a) Ensure that every subaward is clearly identified to the subrecipient as 
a subaward and includes the following information at the time of the 
subaward and if any of these data elements change, include the changes 
in subsequent subaward modification. When some of this information is 
not available, the pass-through entity must provide the best information 
available to describe the Federal award and subaward. 
 
Prime Awardee:  
Arizona Department of Health Services 
DUNS # 
 
 
Federal Award Identification (Grant Number): 
6 X07HA00080‐33‐01 
Subrecipient name (which must match the name 
associated with its unique entity identifier): 
 N/A – To be determined 
Subrecipient's unique entity identifier (DUNS #): 
Federal Award Identification Number (FAIN, 
sometimes it’s the same as the Grant Number): 
X07HA00080 
 
Federal Award Date (see the definition of Federal 
award date in § 200.1 of this part) of award to the 
recipient by the Federal agency; 
04/06/2023  
 
Subaward Period of Performance Start and End 
Date; 
04/01/2024 – 03/31/2029  
 
Subaward Budget Period Start and End Date: 
04/01/2024 - 03/31/2029 
 
Amount of Federal Funds Obligated by this action 
by the pass-through entity to the subrecipient (this 
is normally the contract amount): 
N/A – To be determined 
 
Total Amount of Federal Funds Obligated to the 
subrecipient by the pass-through entity including 
the current financial obligation (how much is 
available for contracts): 
$500,000 
 
Total Amount of the Federal Award committed to 
the subrecipient by the pass-through entity 
N/A – To be determined 
 
Federal award project description, as required to 
be responsive to the Federal Funding 
Accountability and Transparency Act (FFATA) 
RYAN WHITE CARE ACT TITLE II HIV Care Formula 
Grant 
Name of Federal awarding agency, pass-through 
entity, and contact information for awarding official 
of the Pass-through entity 
Health Resources & Services Administration

CONTRACT NUMBER 
INTERGOVERNMENTAL AGREEMENT 
EXHIBIT A 
CTR061304 
 
Page 32 of 32 
Assistance Listings number and Title; the pass-
through entity must identify the dollar amount 
made available under each Federal award and the 
Assistance Listings Number at time of 
disbursement: 
$17,040,320 / CFDA  93.917 
 
Identification of whether the award is R&D 
Not R & D 
 
Indirect cost rate for the Federal award (including 
if the de minimis rate is charged) per § 200.414 
30.8%