CTR053289 A2.pdf

CONTRACT AMENDMENT

ARIZONA DEPARTMENT OF

HEALTH SERVICES

OFFICE OF PROCUREMENT

150 N 18th Ave., Ste. #530 Phoenix, Arizona 85007

CONTRACT NO.: CTR053289 AMENDMENT NO.: 2 Kristine Newton

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Emergency Medical Services (EMS) and Hospital Information Registry System

Effective upon signature by both parties it is mutually agreed that the Contract referenced in this Amendment is amended as follows:

1. Pursuant to the Uniform Terms and Conditions, Provision Five (5) Contract Changes, Section 5.1 Amendments, the Contract is hereby amended as follows:

1.1. The Contract is hereby extended through August 17, 2023;

1.2. The Special Terms and Conditions have been revised and replaced by the Special Terms and Conditions of this Amendment Two (2);

1.3. The Scope of Work is revised and replaced by the Scope of Work of this Amendment Two (2); and

1.4. The Price Sheet is revised and replaced by the Price Sheet of this Amendment Two (2). In APP, the “Price List” Tab of the Contract will be revised to reflect the revised pricing upon execution of this Amendment Two (2).

ALL CHANGES ARE REFLECTED IN RED

ALL OTHER PROVISIONS SHALL REMAIN IN THEIR ENTIRETY

Contractor hereby acknowledges receipt and acceptance of above amendment and that a signed copy must be filed with the Procurement Office before the effective date

The above referenced Contract Amendment is hereby executed this _____ day of __________ 2022 at Phoenix, Arizona

(To be filled out by Procurement Office) Contractor Signature

Contractor Signature Date

Authorized Signatory’s Name and Title

ImageTrend, Inc.

Contractor’s Name Procurement Officer Signature

SPECIAL TERMS AND CONDITIONS

CONTRACT NO: CTR053289

1. Purpose

Pursuant to provisions of the Arizona Procurement Code, A.R.S. 41-2501 Et Seq., the State of Arizona, Department of Health Services (ADHS) intends to establish a Contract for the materials or services as listed herein.

2. Term of Contract (1 Year)

The term of any resultant Contract shall commence on date of award and shall continue for a period of one (1) years thereafter, unless terminated, canceled or extended as otherwise provided herein.

3. Contract Extensions (5 Year Maximum)

The Contract term is for a one (1) year period subject to additional successive periods of twelve (12) months per extension with a maximum aggregate including all extensions not to exceed five (5) years.

4. Contract Type

X Fixed Price

5. Licenses

The Contractor shall maintain in current status, all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor.

6. Information Disclosure

The Contractor shall establish and maintain procedures and controls that are acceptable to the State for the purpose of assuring that no information contained in its records or obtained from the State or from others in carrying out its functions under the Contract shall be used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting such information should be referred to the State. The Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under the Contract, unless otherwise agreed to in writing by the State.

7. Key Personnel

7.1. It is essential that the Contractor provide adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this Contract. The Contractor must agree to assign specific individuals to the key positions.

7.2. The Contractor agrees that, once assigned to work under this Contract, key personnel shall not be removed or replaced without written notice to the State.

7.3. Key personnel not available for work under this Contract for a continuous period exceeding thirty (30) calendar days, or are expected to devote substantially less effort to the work than initially anticipated, the Contractor shall immediately notify the State, and shall, subject to the concurrence of the State, replace such personnel with personnel of substantially equal ability and qualifications.

8. Pricing

Most-Favored Customer - Throughout the life of the contract, the Contractor shall always offer the State the Most- Favored Customer or Highest Tier Customer price discount rate on contracted product(s) concurrent with a published price discount rate made to other Customers (both Private and Public sectors). The Contractor shall extend to the State that most-favored customer or Highest Tier Customer price discount on all new product lines during the life of the contract.

9. Non-Exclusive Contract

This Contract is issued with the understanding and agreement that it is for the sole convenience of the State of Arizona. The State reserves the right to obtain like goods or services from another source when necessary, or when determined to be in the best interest of the State.

10. Volume of Work

The ADHS does not guarantee a specific amount of work either for the life of the Contract or on an annual basis.

11. Employees of the Contractor

All employees of the Contractor employed in the performance of work under the Contract shall be considered employees of the Contractor at all times, and not employees of the ADHS or the State. The Contractor shall comply with the Social Security Act, Workman’s Compensation laws and Unemployment laws of the State of Arizona and all State, local and Federal legislation relevant to the Contractor’s business.

12. Order Process

The award of a Contract shall be in accordance with the Arizona Procurement Code. Any attempt to represent any material and/or service not specifically awarded as being under Contract with ADHS is a violation of the Contract and the Arizona Procurement Code. Any such action is subject to the legal and contractual remedies available to the state inclusive of, but not limited to, Contract cancellation, suspension and/or debarment of the Contractor.

13. Contractor Performance Reports

Program management shall document Contractor performance, both exemplary and needing improvements where corrective action is needed or desired. Copies of corrective action reports will be forwarded to the ADHS Procurement Office for review and any necessary follow-up. The Procurement Office may contact the Contractor upon receipt of the report and may request corrective action. The Procurement Office shall discuss the Contractor’s suggested corrective action plan with the Procurement Specialist for approval of the plan.

14. Payment Procedures

14.1. ADHS accounting will not make payments to any Entity, Group or individual other than the Contractor with the Federal Employer Identification (FEI) Number identified in the Contract. Contractor invoices requesting payment to any Entity, Group or individual other than the contractually specified Contractor shall be returned to the Contractor for correction.

14.2. The Contractor shall review and insure that the invoices for services provided show the correct Contractor name prior to sending them to the ADHS Accounting Office for payment.

14.3. If the Contractor Name and FEI Number change, the Contractor must complete an “Assignment and Agreement” form transferring Contract rights and responsibilities to the new Contractor. ADHS must indicate consent on the form. A written Contract Amendment must be signed by both parties and a new W- 9 form must be submitted by the new Contractor and entered into the system prior to any payments being made to the new Contractor.

15. Financial Management

15.1. For all contracts, the practices, procedures, and standards specified in and required by the Accounting and

Auditing Procedures Manual for Arizona Department of Health Services funded programs shall be used by the Contractor in the management of Contract funds and by the ADHS when performing a Contract audit.

Funds collected by the Contractor in the form of fees, donations and/or charges for the delivery of these Contract services shall be accounted for in a separate fund.

15.2. State Funding. Contractors receiving state funds under this Contract shall comply with the certified

Compliance provisions of A.R.S. § 35-181.03.

15.3. Federal Funding. Contractors receiving federal funds under this Contract shall comply with the certified finance and compliance audit provision of the Office of Management and Budget (OMB) Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR 200), if applicable. The federal financial assistance information shall be stated in a Change Order or Purchase Order.

16. Inspection and Acceptance

All services, data and required reports are subject to final inspection, review, evaluation and acceptance by the ADHS. The ADHS may withhold payment for services that are deemed to not meet Contract standards.

17. Authorization for Services

Authorization for purchase of services under this Contract shall be made only upon ADHS issuance of a Purchase Order that is signed by an authorized agent. The Purchase Order will indicate the Contract number and the dollar amount of funds authorized. The Contractor shall only be authorized to perform services up to the amount on the Purchase Order. ADHS shall not have any legal obligation to pay for services in excess of the amount indicated on the Purchase Order. No further obligation for payment shall exist on behalf of ADHS unless a) the Purchase Order is changed or modified with an official ADHS Procurement Change Order, and/or b) an additional Purchase Order is issued for purchase of services under this Contract.

18. Indemnification Clause

Contractor shall indemnify, defend with counsel reasonably approved by the State, and hold harmless, the State, its departments, agencies, boards, commissions, universities, officers, agents and employees (collectively, the "Indemnitee") from and against any and all claims, actions, damages, costs (including attorneys' fees), and losses arising under this Contract, including, but not limited to, bodily injury or personal injury (including death) or loss or damage to tangible or intangible property, but excluding damages arising solely from the gross negligence or willful misconduct of the Indemnitee. This indemnification obligation includes any claim or amount arising out of, or recovered under, the Workers' Compensation Law or arising out of the failure of Contractor to comply with any federal, state or local law, statute, ordinance, rule, regulation or court decree. Contractor shall have control, subject to the reasonable approval of the State, of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when substantial principles of government or public law are involved, or when involvement of the State is otherwise mandated by law, the State may elect, in its sole and absolute discretion, to participate in such action at its own expense with respect to attorneys' fees and costs, but not liability, and the State shall have the right to approve or disapprove any settlement, which approval shall not be unreasonably withheld or delayed. The State shall reasonably cooperate in its defense and any related settlement negotiations.

19. Intellectual Property Indemnification

The following shall replace Provision 6. Risk and Liability, Section 6.3 Indemnification – Patent and Copyright of the Uniform Terms and Conditions.

19.1. With respect solely to Materials provided or proposed by Contractor or Contractor's agents, emp1oyees, or subcontractors (each a "Contractor Party") for performance of this Contract, Contractor shall indemnify, defend and hold harmless the State, its departments, agencies, boards, commissions, universities, officers, agents and employees (collectively, the "Indemnitee"), against any third-party claims for liability, including, but not limited to, reasonable costs and expenses, including attorneys' fees, for infringement or violation of any patent, trademark, copyright or trade secret, by such Materials or the State's use thereof.

19.2. In addition, with respect to claims arising from computer hardware or software manufactured or developed solely by a third party, Contractor shall pass through to the State such indemnity rights as it receives from such third party (the "Third Party Obligation") and will cooperate in enforcing them; provided, however, that

(i) if the third party manufacturer fails to honor the Third Party Obligation, or (ii) the Third Party Obligation is insufficient to fully indemnify the State, Contractor shall indemnify, defend and hold harmless the State against such claims in their entirety or for the balance of any liability not fully covered by the Third Party Obligation.

19.3. The State shall reasonably notify the Contractor of any claim for which Contractor may be liable under this section. If the Contractor is insured pursuant to A.RS. § 41-621 and§ 35-154, this section shall not apply.

Contractor shall have control, subject to the reasonable approval of the State, of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when substantial principles of government or public law are involved or when involvement of the State is otherwise mandated by law, the State may elect, in its sole and absolute discretion, to participate in such action at its own expense with respect to attorneys' fees and costs, but not liability, and the State shall have the right to approve or disapprove any settlement, which approval shall not be unreasonably withheld or delayed. The State shall reasonably cooperate in the defense and any related settlement negotiations.

19.4. If Contractor believes at any time that any Materials provided or in use pursuant to this Contract infringe a third party's intellectual property rights, Contractor shall, at Contractor's sole cost and expense, and upon receipt of the State's prior written consent, which shall not be unreasonably withheld, (i) replace an infringing Material with a non-infringing Material; (ii) obtain for the State the right to continue to use the infringing Material; or (iii) modify the infringing Material to be non-infringing, provided that following any replacement or modification made pursuant to the foregoing, the Material continues to function in accordance with the Contract. Contractor's failure or inability to accomplish any of the foregoing shall be deemed a material breach of this Contract.

19.5. Notwithstanding the foregoing, Contractor shall not be liable for any claim for infringement based solely on any Indemnitee's:

19.5.1. Modification of Materials provided by Contractor other than as contemplated by the Contract or the specifications of such Materials or as otherwise authorized or proposed in any way by Contractor or a Contractor Party;

19.5.2. Use of the Materials in a manner other than as contemplated by this Contract or the specifications of such Materials, or as otherwise authorized or proposed in any way by Contractor or a Contractor Party; or

19.5.3. Use of the Materials in combination, operation, or use with other products in a manner not contemplated by the Contract, or, the specifications of such Materials, or as otherwise authorized or proposed in any way by Contractor or a Contractor Party.

19.6. Contractor certifies, represents and warrants to the State that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of the Contract for the acquisition, operation or maintenance of Materials in violation of intellectual property laws.

20. Insurance Requirements

20.1. Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.

20.2. The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance.

20.3. Minimum Scope and Limits of Insurance

Contractor shall provide coverage with limits of liability not less than those stated below.

20.3.1 Commercial General Liability (CGL) – Occurrence Form

Policy shall include bodily injury, property damage, and broad form contractual liability coverage.

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Damage to Rented Premises $50,000

Each Occurrence $1,000,000

a. The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor.

b. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

20.3.2 Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Contract.

Combined Single Limit (CSL) $1,000,000

a. Policy shall be endorsed, as required by this written agreement, to include the State of

Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor.

b. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards,

20.3.3 Workers’ Compensation and Employers' Liability

Workers' Compensation Statutory

20.3.4 Employers' Liability

Each Accident $1,000,000

Disease – Each Employee $1,000,000

Disease – Policy Limit $1,000,000

b. Policy shall contain a waiver of subrogation endorsement, as required by this written

c. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S.

§ 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

20.3.5 Technology Errors & Omissions Insurance

Each Claim $2,000,000

Annual Aggregate $2,000,000

20.3.6 Network Security (Cyber) and Privacy Liability

Each Claim $2,000,000

Annual Aggregate $2,000,000

a. Such insurance shall cover any and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract.

b. Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft, theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit remediation and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss.

c. Coverage shall include copyright infringement, infringement of trade dress, domain name, title or slogan.

d. In the event that the Tech E&O insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this Contract is completed.

e. In the event that the Network Security and Privacy Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.

f. The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to vicarious liability of the insured arising out of the activities performed by or on behalf of the Contractor.

g. Policy shall contain a waiver of subrogation endorsement, as required by this written

20.4. Additional Insurance Requirements

The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions:

19.3.1 The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E).

19.3.2 Insurance provided by the Contractor shall not limit the Contractor’s liability assumed under the indemnification provisions of this Contract.

20.5. Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring.

Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number).

20.6. Acceptability of Insurers

Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non- admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers.

Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

20.7. Verification of Coverage

Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that Contractor has the insurance as required by this Contract.

An authorized representative of the insurer shall sign the certificates.

20.7.1 All such certificates of insurance and policy endorsements must be received by the State before work commences. The State’s receipt of any certificates of insurance or policy endorsements that do not comply with this written agreement shall not waive or otherwise affect the requirements of this agreement.

20.7.2 Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract.

20.7.3 All certificates required by this Contract shall be sent directly to the Department. The State of

Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

20.8. Subcontractors

Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department reserves the right to require, at any time throughout the life of this contract, proof from the Contractor that its subcontractors have the required coverage.

20.9. Approval and Modifications

The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action.

20.10. Exceptions

In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply.

21. Health Insurance Portability and Accountability Act of 1996

21.1 The Contractor warrants that it is familiar with the requirements of HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH Act) of 2009, and accompanying regulations and will comply with all applicable HIPAA requirements in the course of this Contract. Contractor warrants that it will cooperate with the Arizona Department of Health Services (ADHS) in the course of performance of the Contract so that both ADHS and Contractor will be in compliance with HIPAA, including cooperation and coordination with the Arizona Department of Administration-Arizona Strategic Enterprise Technology (ADOA-ASET) Office, the ADOA-ASET Arizona State Chief Information Security Officer and HIPAA Coordinator and other compliance officials required by HIPAA and its regulations. Contractor will sign any documents that are reasonably necessary to keep ADHS and Contractor in compliance with HIPAA, including, but not limited to, business associate agreements.

21.2 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.

22. Pandemic Contractual Performance

22.1. The State shall require a written plan that illustrates how the Contractor shall perform up to contractual standards in the event of a pandemic. The State may require a copy of the plan at any time prior or post award of a Contract. At a minimum, the pandemic performance plan shall include:

22.1.1. Key succession and performance planning if there is a sudden significant decrease in Contractor’s workforce;

22.1.2. Alternative methods to ensure there are products in the supply chain; and

22.1.3. An up to date list of company contacts and organizational chart.

22.2. In the event of a pandemic, as declared the Governor of Arizona, U.S. Government or the World Health

Organization, which makes performance of any term under this Contract impossible or impracticable, the State shall have the following rights:

22.2.1. After the official declaration of a pandemic, the State may temporarily void the Contract(s) in whole or specific sections, if the Contractor cannot perform to the standards agreed upon in the initial terms;

22.2.2. The State shall not incur any liability if a pandemic is declared and emergency procurements are authorized by the Director as per A.R.S. 41-2537 of the Arizona Procurement Code; and

22.2.3. Once the pandemic is officially declared over and/or the Contractor can demonstrate the ability to perform, the State, at is sole discretion, may reinstate the temporarily voided Contract(s).

22.3. The State, at any time, may request to see a copy of the written plan from the Contractor. The Contractor shall produce the written plan within seventy-two (72) hours of the request.

23. The Federal Funding Accountability and Transparency Act (FFATA or Transparency Act - P.L.109-282, as amended by section 6202(a) of P.L. 110-252), found at https://www.fsrs.gov/

If applicable, the Contractor/Grantee shall submit to ADHS via email the Grant Reporting Certification Form. This form and the instructions can be downloaded from the ADHS Procurement website at http://www.azdhs.gov/operations/financial-services/procurement/index.php#ffata and must be returned to the ADHS by the 15th of the month following that in which the award was received. The form shall be completed electronically, and submitted using the steps outlined in the Grant Reporting Certification Form Instructions to the following email address: ADHS_Grant@azdhs.gov. All required fields must be filled including Top Employee Compensation, if applicable. Completing the Grant Reporting Certification Form is required for compliance with the Office of Management and Budget (OMB), found at http://www.whitehouse.gov/omb/open. Failure to timely submit the Grant Reporting Certification Form could result in the loss of funds. This requirement applies to all subcontractors/sub-awardees utilized by the Contractor/Grantee for amounts exceeding $30,000.00 during the term of the Award.

24. Contracting; Procurement; Investment; Prohibitions

24.1. A public entity may not enter into a contract with a company to acquire or dispose of services, supplies, information technology or construction unless the contract includes a written certification that the company is not currently engaged in, and agrees for the duration of the contract to not engage in, a boycott of Israel.

24.2. A public entity may not adopt a procurement, investment or other policy that has the effect of inducing or requiring a person or company to boycott Israel.

25. New Products/Services Language

The State, at its sole discretion may allow new products or services identified by the Contractor or ADHS to be incorporated. The request may be submitted at any time during the Contract period. The requested products or services shall align with the current Scope of Work and Price List.

26. Current Products

All equipment provided shall be in current and ongoing production; shall have been formally announced for general marketing purposes, shall be a model or type currently functioning in a user (paying customer) environment and capable of meeting or exceeding all stated requirements. No substitutions shall be offered and accepted, including remanufactured or second tier offerings.

27. Section 508 Rehabilitation Act of 1973

Unless specifically authorized in the Contract, any electronic or information technology offered to the State of Arizona under this Contract shall comply with A.R.S. § 41-2531 and § 41-2532 and Section 508 of the Rehabilitation Act of 1973, which requires that employees and members of the public shall have access to and use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities.

28. 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.

CONTRACT NO: CTR053289

29. Data Universal Numbering System (DUNS) 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 Data Universal Numbering System (DUNS) Number to ADHS.

30. Termination for Convenience

The Uniform Terms and Conditions, Provision 9. Contract Termination, 9.4, Termination for Convenience is hereby revised to read: Both the State and the Contractor reserve the right to terminate the Contract, in whole or in part at any time when in the best interest of the other party, without penalty or recourse. Upon receipt of the written notice, both parties will 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 other party. 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 accepted before the effective date of the termination. The cost principles and procedures provided in A.A.C. R2-7-701 shall apply.

31. Termination for Default

31.1 The Uniform Terms and Conditions, Provision 9. Contract Termination, 9.5 through 9.5.3, Termination for

Default, is hereby revised to read: In addition to the rights reserved in the Contract, both the State and the Contractor may terminate the Contract in whole or in part due to the failure of the other party 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.

31.2 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.

31.3 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.

32. Continuation of Performance Through Termination

The Uniform Terms and Conditions, Provision 9. Contract Termination, Section 9.6 Continuation of Performance Through Termination, is hereby revised to read: 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. Upon termination, Contractor shall provide to the State a copy of the State’s data as described in Section 7 of Exhibit B, the Software Licensing Terms Attachment, attached hereto and incorporated by reference.

33. LIMITATION OF LIABILITY

33.1 First Party Limitation of Liability

Contractor's liability for first party damages to the State arising from this Contract shall be limited to three (3) time(s) the maximum-not-to-exceed amount of this Contract. The foregoing limitation of liability shall not apply to: (i) liability, including indemnification obligations, for third party claims, including but not limited to, infringement of third party intellectual property rights; (ii) claims covered by any specific provision of the Contract calling for liquidated damages or other amounts, including but not limited to, performance requirements; or (iii) costs or attorneys' fees that the State is entitled to recover as a prevailing party in any action.

34. Intellectual Property

The following shall replace Provision 3. Contract Administration and Operation, Section 3.7 of the Uniform Terms and Conditions.

34.1. Ownership of Intellectual Property; Other Funding. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, or trade secrets created or conceived solely pursuant to or as a result of this Contract and any related subcontract (collectively, the "Intellectual Property"), shall be work made for hire and the State shall be the owner of such Intellectual Property. The agency, department, division, board or commission of the State of Arizona requesting the issuance of this Contract shall own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property throughout the world. Software and other Materials developed or otherwise obtained by or for Contractor or its affiliates independently of this Contract ("Independent Materials") do not constitute Intellectual Property. If Contractor creates derivative works of Independent Materials, then the elements of such derivative works created pursuant to this Contract shall constitute Intellectual Property owned by the State. Contractor shall notify the State, within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the State and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the State. The Intellectual Property shall not be disclosed by Contractor or its subcontractor(s) to any entity not the State without the express written authorization of the agency, department, division, board or commission of the State of Arizona requesting the issuance of this Contract.

34.2. Notwithstanding the foregoing, if the State elects, in its sole and absolute discretion, to relinquish its ownership interest in any or all of the Intellectual Property, the State shall have the rights to use, modify, reproduce, release, perform, display, sublicense or disclose such Intellectual Property within State government and operations without restriction for any activity in which the State is a party (collectively, "Government Purpose Rights").

35. WARRANTY

35.1. Unless otherwise modified elsewhere in the terms and conditions, the Contractor warrants that, for one year after acceptance by the State, the Materials shall be fully compatible with the State's computer hardware and software environment.

35.2. Contractor represents and warrants to the State that Contractor has the skill and knowledge possessed by members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contactor and Contractor's employees and any authorized subcontractors shall perform the Services described in this Contract in accordance with the Statement of Work.

35.3. Contractor represents and warrants that the Materials provided through this Contract and Statement of Work shall be free of viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the Materials, collect unlawful personally identifiable information on users or prevent the Materials from performing as required under the terms and conditions of this Contract.

Scope of Work

1. Background

1.1. The Arizona Department of Health Services (ADHS) Bureau of Emergency Medical Services (EMS) and Trauma System (BEMSTS) is responsible for protecting and promoting the health and safety of residents and visitors to Arizona. ADHS coordinates this process by establishing and administering a statewide system of EMS and trauma care. The collection of EMS and trauma data through its registries allows for the functions of this responsibility (Arizona Revised Statutes § 36-2208);

1.2. The mission of the BEMSTS is to protect the health and safety of people requiring emergency medical services;

promote improvements in Arizona's EMS and trauma system through research and education of the public and EMS providers; and provide courteous, professional and responsible service to the public and EMS providers;

1.3. The State of Arizona consists of fifteen (15) counties with a total population of more than six (6.5) million residents.

Additionally, Arizona is the home to a diverse culture of American Indians. The twenty-two (22) tribes comprise approximately five-point-six percent (5.6%) of the population, and twenty-nine percent 29% of the land;

1.4. The State’s EMS and Trauma System is a combination of public, private, and tribal organizations that are committed to inter-organizational cooperation for the benefit of EMS patients in Arizona;

1.5. Arizona Prehospital Information and EMS Registry System (AZ-PIERS) allows EMS Arizona agencies to securely submit electronic Patient Care Reports (ePCR) individually or in batches. Arizona EMS agencies may use the enterprise license distributed by ADHS or their own National Emergency Medical Services Information System (NEMSIS) compliant ePCR software to transmit records. AZ-PIERS has helped transition Arizona EMS agencies away from their dependency on paper and toward an electronic data driven practice of care; and

1.6. An important component of AZ-PIERS is the Premier EMS Agency Program (PEAP), a quality assurance initiative that focuses on four (4) time sensitive injuries/illnesses (Stroke, ST- segment Myocardial Infarction (STEMI), Major Trauma, and Out-of-Hospital Cardiac Arrest). PEAP requires Arizona EMS agencies to submit data to AZ- PIERS, have leadership commitment, and ensure that data drives quality improvement processes internally.

2. Objective

2.1. Arizona Revised Statutes (A.R.S.) §36-2402 establishes quality assurance initiatives to improve systems of care in Arizona. The objective of this Contract is to provide, update, and maintain the AZ-PIERS. The Contractor’s prehospital registry software must meet all components of this Contract;

2.2. The Contractor shall provide all software, labor, supervision, tools, materials, training, and incidentals necessary to manage all of the successful day to day operations outlined below;

2.3. The Contract shall allow for the entry, collection, extraction, and analysis of prehospital data required to optimize the care of EMS patients. The following activities and tasks allow ADHS to describe and report on the EMS system in the State. Additionally, information gathered in the system will assist stakeholders to determine the best policies and interventions for treatment;

2.4. To provide ongoing maintenance and support of AZ-PIERS; the Contractor shall focus on low to no-cost methods that discourage the need for disparate systems; The State EMS database shall be scalable, redundant, and secure to protect against overload, security breaches, or operational failures; and

2.5. The Contractor shall provide a Licensing Management System (LMS) that provides a modernized approach to the EMS licensing and certification process. The LMS public portal shall be Americans with Disabilities Act (ADA) compliant, improve automation, validation, issuance, reporting, investigation, tracking and data organization efforts as well as allows for future interoperability and interconnectivity between the current AZ-PIERS and LMS.

CONTRACT NO: CTR053289

3. Tasks

The Contractor shall:

3.1. Provide, manage, and support a fully functional statewide EMS enterprise license for distribution as determined by ADHS, that can collect prehospital patient care records, transmission to/from hospitals, and have the capability to provide analytics based on the Arizona defined dataset;

3.2. Successfully receive and maintain current NEMSIS certification;

3.3. Support all NEMSIS Versions currently accepted by NEMSIS;

3.4. Migrate from NEMSIS 3.X to future versions in accordance with the NEMSIS-TAC published/adopted implementation timeline/schedule, or as determined by ADHS;

3.5. Provide raw data to ADHS with the necessary logic, structure, relationship, schema requirements, and reasonable level of support to perform data extraction, analysis, and reporting as needed;

3.6. Provide any business logic/rules to ADHS to understand tables and relevant data elements to the State;

3.7. Receive data from stakeholders, other third party ePCR vendors, and ADHS. This includes any relevant schema requirements, or reasonable level of support to other programs or vendors so they may successfully submit data to AZ-PIERS from other NEMSIS compliant vendors;

3.8. Notify ADHS immediately in the event of a security breach;

3.9. Implement and follow the standards and guidelines required by ADHS for security;

3.10. Provide ADHS a system that can be managed via commonly used Internet browsers;

3.11. The system shall allow for:

3.11.1. Statewide assigned permission levels,

3.11.2. User accounts controlled at the agency level to assign permission levels, by an agency,

3.11.3. Security and restrictions at the applicable levels (EMS agency will only be able to view their own data, providers will only view their own runs; supervisors will be able to view their staff’s runs, base hospitals will be able to view their Arizona EMS agencies for medical direction),

3.11.4. The capability to activate/inactivate data elements, variables, users, permission groups, Arizona EMS agencies, hospitals, and other aspects of the system, and

3.11.5. The validation of incoming data based on rules determined by ADHS.

3.12. Provide a Project Manager who shall:

3.12.1. Serve as primary contact as requested by ADHS for any projects,

3.12.2. Attend, lead, and prepare materials for meetings as requested by ADHS,

3.12.3. Ensure all necessary operational components are completed prior to the embedded system,

3.12.4. Troubleshoot and correct problems prior, during, and after the embedded system, and

3.12.5. Designate an alternate contact for when the Project Manager is unavailable.

3.13. Provide training that includes but is not limited to the following:

3.13.1. User manual that is available online and in PDF format, and

3.13.2. Pre-recorded topic overviews in video format available to users at all times.

3.14. Ensure ADHS has the ability to populate data to an agency’s ePCR submission;

3.14.1. These populated fields must be locked and controlled solely by ADHS,

3.14.2. These populated fields must be able to be embedded into the analytical components of reports,

3.14.3. The populated fields must be able to automatically update as agreed upon by the Contractor and

ADHS, and

3.14.4. These populated fields must allow for a comment section that can provide AZ-PIERS with feedback from the providers on the accuracy of the values.

3.15. Ensure ADHS the ability to develop reports that can be shared with stakeholders through the system;

3.15.1. Examples may include but are not limited to performance improvement reports for STEMI, stroke, cardiac arrest, major trauma, sepsis, drownings, and

3.15.2. ADHS must be able to schedule and automatically run reports with stakeholders throughout the system.

3.16. The development and ability to provide an electronic method of communication of electronic patient care records from the state trauma vendor;

3.16.1. This communication tool would be able to search the appropriate patient is found, and have the pre-hospital elements in the trauma system be auto filled by AZ-PIERS, and

3.16.2. Ensure outcome elements in the Contractor’s application the ability to auto filled by ADHS, or its designee, after the linkage has been established.

3.17. Develop, support, and provide linkage capabilities for the Arizona Health Information Exchange, as determined by ADHS;

3.18. Provide an ability to communicate and perform State Quality Assurance initiatives in AZ-PIERS with participants including canned reports for PI tools as decided by ADHS. Examples include Segment Elevation Myocardial Infarction (STEMI), Stroke, Cardiac Arrest, Major Trauma, and any additional initiatives (the specific content and format for AZ-PIERS will be agreed upon by ADHS, AZ-PIERS participants, and the Contractor):

3.18.1. Allow for an automated, scheduling function for all reports (including canned) to be shared among participants,

3.18.2. Develop the ability to create reports that allow Arizona EMS agencies to compare themselves with a statewide aggregate, or various agency blinded grouping and benchmarks, as determined by the Contractor and ADHS, and

3.18.3. Create an additional export capability to allow reports to be exported to plain text.

3.19. Contractor shall provide its Health Information Hub (HIH) to transfer and transform pre-hospital data into hospital format that meets ADHS’s Elite EMS electronic patient care reporting system (Elite EPCR/AZ-PIERS) and Health Current, a non-profit organization providing secure platform for sharing electronic health information (HIE), defined as the HEALTH NETWORK so that HEALTH NETWORK can receive and transmit to hospitals;

CONTRACT NO: CTR053289

3.20. The purchase of Contractor’s Health Information Hub (HIH) as an Integration as a Service (‘IaaS’).