CTR056048 A4_Executed w_Debarement.pdf

GRANT AMENDMENT

ARIZONA DEPARTMENT OF

HEALTH SERVICES

OFFICE OF PROCUREMENT

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

GRANT NO.: CTR056048 AMENDMENT NO.: 04 Procurement Officer Brittany Manuel

Revised 03.25.2024

ABRC – New Investigator Award (NIA) Grant - Lee

Effective upon signature by both parties it is mutually agreed that the Grant referenced in this Amendment Four (4) is amended as follows:

1. Pursuant to the Terms and Conditions Provision Two (2) Grant Period, the Grant is hereby extended through June 30, 2026.

2. Pursuant to the Terms and Conditions, Provision Four (4) Grant Changes, Section 4.1 Amendments, the Grant is hereby revised with the following:

2.1. The Grant Terms and Conditions are revised and replaced.

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 Grant Amendment is hereby executed this _____ day of __________ 20______ at Phoenix, Arizona

(To be filled out by ADHS Procurement Office) Contractor Signature

Contractor Signature Date

Authorized Signatory’s Name and Title

Contractor’s Name Procurement Officer Signature

Contractor S ith the Procurement Office befo

05/21/25

22 25May

Brittany Manuel

Digitally signed by Brittany Manuel Date: 2025.05.22 15:26:31 -07'00'

HEALTH SERVICES

OFFICE OF PROCUREMENT

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

GRANT NO.: CTR056048 AMENDMENT NO.: 04 Procurement Officer Brittany Manuel

Revised 03.25.2024

GRANT TERMS AND CONDITIONS

1. Scope of Services

1.1. Grantee shall provide all service and deliverables as required, described, and detailed herein and shall meet all service and delivery timelines as specified in this Grant; and

1.2. Grantee shall use their professional expertise to perform the Project according to the Scope of Services and Terms and Conditions of this Grant. Grantee shall assign specific individuals to key positions of responsibility as shown in Grantee’s Application and which are attached hereto as part of this Grant. Once assigned to work under this Grant, personnel shall not be removed or replaced without prior notification to ADHS. Grantee shall comply with all applicable local, state and federal laws and regulations, and with all applicable licenses and institutional review board requirements.

2. Grant Period

2.1. This Grant shall be effective July 1, 2021 or upon final signature (“Effective Date”), whichever comes later and shall remain in effect for three (3) years unless terminated, canceled, or extended as otherwise provided herein.

2.2. Term Extension. ADHS reserves the right, at its sole option, to extend this Grant for an additional period of time representing increments of no more than two (2), one (1) year extensions, provided that such an extension of the term is affected prior to the current, Agreement expiration date by means of an extension. If ADHS exercises such rights, all terms, conditions and provisions of the original Grant shall remain the same and apply during the option terms.

3. Compensation and Conditions

3.1. ADHS will pay to Grantee an amount not to exceed the amount of funding awarded per year, on a cost reimbursement basis for eligible expenses incurred by the Grantee in the completion of Project. A Purchase Order will be issued in the amount awarded.

3.2. Availability of funds for the next fiscal year: Funds may not presently be available for performance under this

Grant beyond the current State fiscal year. No legal liability on the part of the State for any payment may arise under this Grant beyond the current State fiscal year until funds are made available for performance of this Grant.

3.3. Use of grant funds: Grantee shall use the grant funds only for the purposes set forth in the Scope of Work. In the event that any of the Grant funds cannot be used by Grantee, the unused funds shall be returned to the Tobacco Tax and Health Care Fund – Health Research Account within thirty (30) days after the end of the Grant period. Any failure to provide timely reports and/or completion of activities may affect future funding.

3.4. Contractor expenditure reports: There will be no pre-payment of expenses by ADHS. Requests for reimbursement may be submitted to ADHS quarterly through submission of a Contractor’s Expenditure Report (CER). CER template will be emailed quarterly to Grantee prior to the submission deadline. Grantee shall be required to attach documentation to show that equipment or services have been received and the expenses incurred before reimbursement is provided by ADHS. For a cost to have been incurred the equipment or service must have been received and the cost must have been paid, unless otherwise approved and authorized by

ADHS.

HEALTH SERVICES

OFFICE OF PROCUREMENT

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

3.5. Quarterly update reports: Reports on the progress of completing the Project activities will be required on a quarterly basis, or as specified or otherwise agreed to by ADHS, even if no expenses are submitted for reimbursement during that time. Reports must be submitted on the template provided and be emailed to Biomedical@azdhs.gov. Reports shall include a brief overview of the project, identification number, date of the report, the status of the project at the end of the reporting period and a forecast of the work remaining to be performed.

3.6. If using human subjects, documentation of the Institutional Review Board (IRB) review and approval/exemption should be submitted to ADHS after the Grant award and prior to conducting research. Documentation must be emailed to Biomedical@azdhs.gov.

3.7. Grantee shall notify ADHS of any material change in the Project. Any issues that have been identified that may affect the budget, timeline, or viability of the project shall be brought to the attention of ADHS as soon as possible.

3.8. Project activities funded under the Grant must be completed by the date specified on the Purchase Order, and all costs must be incurred by this date. Grantee shall notify ADHS in writing if the Project is expected to require a longer period of time to be completed. ADHS’ obligation to reimburse Grantee’s allowable costs incurred and paid under this Grant shall expire forty-five (45) days after ADHS’ notification of Grant closes out. If no reimbursement has been requested or paid as of this date, ADHS’ obligation to pay will terminate.

3.9. Arizona Substitute/IRS W-9 Form: In order to receive payment, Grantee shall have a current Arizona Substitute

W-9 Form on file with the State of Arizona, unless not required by law.

3.10. Grantee shall attend an ADHS ABRC Research Conference to present and share Project status and findings.

4. Grant Changes

4.1. Amendments. No alteration or amendment of this Grant shall be valid unless the same is made by an instrument in writing signed by the ADHS Procurement Office and the Grantee and no such alteration or amendment shall be construed to alter or amend any other provision of this Grant unless expressly so stated in such written instrument. Changes to the Grant, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by a person who is not specifically authorized by the ADHS Procurement Office in writing or made unilaterally by the Grantee are violations of the Grant.

Such changes, including unauthorized written Amendments shall be void and without effect, and the Grantee shall not be entitled to any claim under this Grant based on those changes.

4.2. Subgrantees. Grantee shall not enter into any Subgrantee under this Grant for the performance of this Grant without the advance written approval of ADHS. Grantee shall clearly list any proposed Subgrantees and the Subgrantee’s proposed responsibilities. The Subgrantee shall incorporate by reference the terms and conditions of this Grant. Grantee shall provide ADHS with a copy of any Subgrantee entered into between Grantee and any party other than its own institutional members within thirty (30) working days after such Subgrant is signed. Payment for any services rendered or costs incurred with respect to any Subgrantee shall be the sole responsibility of Grantee.

4.3. Assignment and Delegation. This Grant may not be assigned by any party without the prior written consent of the other parties. If consent to an assignment is obtained, this Grant is binding on the successors and assigns of the parties to this Grant.

HEALTH SERVICES

OFFICE OF PROCUREMENT

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

5. Notices

All notices, requests, demands, consents, approvals, and other communications which may or are required to be served or given hereunder (for the purposes of this provisions collectively called 'Notices'), shall be in writing and shall be sent to:

5.1. Notices Directed to ADHS:

Gina Corwin, Chief Procurement Officer Arizona Department of Health Services Office of Procurement 150 North 18th Avenue, Suite 530 Phoenix, Arizona 85007 Phone: 602.689.8668 E-mail: gina.corwin@azdhs.gov With a copy to:

John Garcia, Program Director Arizona Department of Health Services Arizona Biomedical Research Centre 250 North 18th Avenue Phoenix, Arizona 85007 E-Mail: john.garcia@azdhs.gov

5.2. Notices Directed to the Grantee:

Completed Application Packets, Attachment C, D, E and F will be incorporated into the Grant upon award.

6. Indemnification

6.1 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 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.

6.2 This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

HEALTH SERVICES

OFFICE OF PROCUREMENT

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

7. Insurance Requirements

7.1. 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.

7.2. 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.

7.3. Minimum Scope and Limits of Insurance: Grantee shall provide coverage with limits to liability not less than those stated below.

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

7.3.1 Commercial General Liability (CGL) – Occurrence Form

Policy shall include bodily injury, property damage, personal injury 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

7.3.1.1 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.

7.3.1.2 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.

7.3.2 Workers’ Compensation and Employers' Liability

Workers' Compensation Statutory Employers' Liability

Each Accident $1,000,000 Disease – Each Employee $1,000,000 Disease – Policy Limit $1,000,000

7.3.2.1 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, HEALTH SERVICES

OFFICE OF PROCUREMENT

150 N 18th Ave., Ste. #530 Phoenix, Arizona 85007 commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

7.3.2.2 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).

7.4 Additional Insurance Requirements

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

7.4.1 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).

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

7.5 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).

7.6 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.

7.7 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) as required by this Contract. An authorized representative of the insurer shall sign the certificates.

7.7.1 All certificates and endorsements, as required by this written agreement, are to be received and approved by the State of Arizona before work commences. 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.

7.7.2 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.

HEALTH SERVICES

OFFICE OF PROCUREMENT

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

7.8 Subgrantees

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.

7.9 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.

7.10 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.

7.11 Force Majeure

7.11.1 Except for payment of sums due, neither party shall be liable to the other nor deemed in default under this Grant if and to the extent that such party’s performance of this Grant 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; or failures or refusals to act by government authority; and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence.

7.11.2 Force Majeure shall not include the following occurrences:

7.11.2.1 Late delivery of equipment or materials caused by congestion at a manufacturer’s plant or elsewhere, or an oversold condition of the market;

7.11.2.2 Late performance by a Subgrantee unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition; or

7.11.2.3 Inability of either the Grantee or any Subgrantee to acquire or maintain any required insurance, bonds, licenses or permits.

7.11.3 If either party is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practicable and no later than the following working day, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be delivered or mailed certified-return receipt and shall make a specific reference to this article, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by an 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

HEALTH SERVICES

OFFICE OF PROCUREMENT

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

Agreement.

7.11.4 Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay or failure is caused by force majeure.

8. Sole Document

This Grant means the Grant, the Scope of Work, and any other attachments constitute the entire Grant between the parties with respect to the subject matter hereof. This Grant supersedes any and all prior agreements of the parties with respect to the subject matter hereof and may only be amended by the parties by written amendment.

9. Audit of Records and Reports

Grantee agrees to comply with applicable financial and compliance audits described in A.R.S. § 35-181.03(B) and grant appropriation. Grantee shall provide a report of an annual audit and an external evaluation to ADHS by October 1 and annually thereafter during the term of this Grant. Under A.R.S. 35-214 and 35-215, the Grantee shall retain and shall Contractually require each Subgrantee to retain all data, books, and other records relating to the acquisition and performance of this Agreement for a period of five (5) years after completion of this Grant. All records shall be subject to inspection; and audit by the State at reasonable times. Upon request, the Grantee shall produce a legible copy of any or all such records.

10. 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.

11. Contract Interpretation

11.1 Governing Law. This Agreement shall be governed by the internal substantive law of the State of Arizona, without regard for its conflicts of law’s provisions.

11.2 Relationship of Parties. Grantee under this Grant is an independent contractor. Neither ADHS nor Grantee shall be deemed to be the employee of the other parties to the Grant.

11.3 Severability. If any provision of the Grant or the application thereof to any circumstance shall be invalid or unenforceable to any extent, it is the intention of all parties that the remainder of the Grant and the application of such provision to other circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

11.4 Headings. The section headings are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Grant.

HEALTH SERVICES

OFFICE OF PROCUREMENT

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

11.5 Advertising, Publishing, and Promotion. Grantee shall not use, advertise or promote information for commercial benefit concerning this Grant without the prior written approval of ADHS.

11.6 No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Grant 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.

12. Contract Termination

12.1 Termination for Convenience. ADHS reserves the right to terminate the Grant, in whole or in part at any time, when in the best interests of ADHS without penalty or recourse. Upon receipt of the written notice, Grantee shall stop all work, as directed in the notice, notify all Subgrantees of the effective date of the termination and minimize all further costs to ADHS. Grantee 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.

12.2 Termination for Default. If Grantee fails to comply with the Terms and Conditions of this Grant, ADHS may declare Grantee in default. If after written notice, Grantee fails to cure the default within ten (10) working days, This Grant may be terminated. Upon termination, ADHS may refer this matter to the attention of the Office of the Attorney General or Auditor General, or take other actions as ADHS deems appropriate.

12.3 Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel this Grant within three

(3) years after this Grant execution without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating this Grant on behalf of the State is or becomes at any time while this Grantor an extension of this Grant is in effect an employee of or a consultant to any other party to this Grant with respect to the subject matter of this Grant. The cancellation shall be effective when the Grantee receives written notice of the cancellation unless the notice specifies a later time. If the Grantee is a political subdivision of the State, it may also cancel this Grant as provided in A.R.S. § 38-511.

12.4 Gratuities. The State may, by written notice, terminate this Grant, in whole or in part, if the State determines that employment or a Gratuity was Offered or made by the Grantee or a representative of the Grantee to any officer or employee of the State for the purpose of influencing the outcome of the procurement or securing the Grant, an amendment, or favorable treatment concerning the Grant, including the making of any determination or decision about performance. The State, in addition to any other rights or remedies, shall be entitled to recover exemplary damages in the amount of three times the value of the Gratuity Offered by the Grantee.

12.5 Suspension or Debarment. The State may, by written notice to the Grantee, immediately terminate this Grant if the State determines that the Grantee 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 Grant shall attest that the Grantee is not currently suspended or debarred. If Grantee becomes suspended or debarred, Grantee shall immediately notify the State.

13. Arbitration

The parties to this Grant agree to resolve all disputes arising out of or relating to this grant 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 (Title 41).

HEALTH SERVICES

OFFICE OF PROCUREMENT

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

14. Stop Work Order

14.1 The State may, at any time, by written order to the Grant, require the Grantee to stop all, or any part, of the work called for by this Grant for a period of ninety (90) Days after the order is delivered to the Grantee, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Grantee 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.

14.2 If a stop work order issued under this clause is canceled or the period of the order or any extension expires, the Grantee shall resume work. The Procurement Officer shall make an equitable adjustment in the delivery schedule or Grant price or both, and the Grant shall be amended in writing accordingly.

15. Intellectual Property

The parties agree that any Intellectual Property developed by Grantee and its successor will be the property of Grantee, its member institutions, and its successor pursuant to the policies and procedures of Grantee, its member institutions, and its successor.

16. Publications, Abstracts, and Presentations

Grantee and its member institutions shall be free to publish the results of any research conducted with grant funds, and shall be under no obligation to obtain permission or approval from ADHS or the State of Arizona. All data, reports, publications, abstracts, presentations, and other documents completed, as part of this Grant, other than documents exclusively for internal use by ADHS, shall acknowledge the assistance of the ADHS and shall include the following acknowledgement and disclaimer that states “Funded in part by the Arizona Biomedical Research Centre as made available through the Arizona Department of Health Services.” The disclaimer shall read “The content and findings is solely the responsibility of the authors and does not necessarily represent the official views of the Arizona Department of Health Services, Arizona Biomedical Research Commission.” ADHS shall have the right to post publications, abstracts, and other presentations completed as a result of the Project on its website and publish in its Annual Report.

17. Rights in Data

ADHS may duplicate, use and disclose in any manner and for any purpose whatsoever within the limits established by state laws and rules, all information relating to this Agreement, except the confidential data and any other matters related to the development of Intellectual Property of the Grantee and its institutional members, hereunder.

18. Benefit to the State

Grantee agrees that during the term of this Grant, it will maintain its principal place of business in the State of Arizona and the Grantee intends to serve the state of Arizona and its citizens. Grantee further agrees that ADHS may copy, distribute, and use any data and research material published by Grantee for non-commercial public health purposes.

19. Department of Health Services Responsibilities

ADHS shall review the performance of the Grantee to ensure that Grantee meets its obligations set forth in the grant appropriation and under this Grant. The failure of ADHS to require timely performance of any provision of this Grant shall in no way affect the right of ADHS thereafter to enforce such provision nor shall the waiver of any succeeding breach of such provision act as a waiver of the provision itself.

HEALTH SERVICES

OFFICE OF PROCUREMENT

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

20. Information Disclosure

The Grantee 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 Grant shall be used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Grant. Persons requesting such information should be referred to the State.

The Grantee also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Grantee as needed for the performance of duties under the Grant, unless otherwise agreed to in writing by the State.

21. Health Insurance Portability and Accountability Act of 1996 (HIPAA) Compliance

21.1 The Grantee 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 Grant. Grantee warrants that it will cooperate with the Arizona Department of Health Services (ADHS) in the course of performance of the Grant so that both ADHS and Grantee will be in compliance with HIPAA, including cooperation and coordination with the Arizona Strategic Enterprise Technology (ASET), Statewide Information Security and Privacy Office (SISPO) Chief Privacy Officer and HIPAA Coordinator and other compliance officials required by HIPAA and its regulations. Grantee will sign any documents that are reasonably necessary to keep ADHS and Grantee in compliance with HIPAA, including, but not limited to, business associate agreements.

21.2 If requested by the ADHS Procurement Office, Grantee 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, Grantee agrees to attend or participate in HIPAA training offered by ADHS or to provide written verification that the Grantee has attended or participated in job related HIPAA training that is: (1) intended to make the Grantee 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 ASET/SISPO Chief Privacy Officer and HIPAA Coordinator.

22. Offshore Performance of Work 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 secure or sensitive data or personal client data shall be performed within the defined territories of the United States. Unless specifically stated otherwise in the specifications, this paragraph does not

-up services or services that are incidental to the performance of the Grant. This provision applies to work performed by Subgrantees at all tiers.

23. E-Verify Requirements

In accordance with A.R.S. § 41-4401, Grantee 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.

24. Non-Discrimination

Grantee shall comply with State Executive Order No. 2009-09 and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act.

HEALTH SERVICES

OFFICE OF PROCUREMENT

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

25. Lobbying Activities

Grantee shall not use funds under this Agreement to support lobbying or political activities either directly or indirectly.

26. Title to and Management of Property and Equipment

26.1 Subject to the obligations and conditions set forth in this Grant, title to real property and equipment (together hereafter referred to in this Section as “property”) acquired under this Grant in performance with the Project activities Grantee or a Subgrantee recipient will vest upon acquisition with Grantee or the Subgrantee recipient respectively.

26.2 Subject to the provisions of this Grant and as otherwise provided by state statutes, property acquired or replaced under this Grant or a Subgrantee grant shall be used for the duration of its normally expected useful life to support the purposes of this Agreement whether or not the original projects or programs continue to be supported by state funds.

26.3 Grantee and Subgrantee recipients may develop and use their own property management systems, which must comply with all applicable federal, state, and local laws, rules, and regulations. If an adequate system for accounting for property owned by the Grant or the Subgrantee recipient is not in place or is not used properly, the State of Arizona Accounting System Manual issued by the State Comptroller will be used as a guide for establishing such a system. The property management system used by Grantee and Subgrantee recipients must meet the requirements set forth in this Section.

27. Pandemic Contractual Performance

27.1 The State shall require a written plan that illustrates how the Grantee 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 Grant. At a minimum, the pandemic performance plan shall include:

27.1.1 Key succession and performance planning if there is a sudden significant decrease in Grantee’s workforce;

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

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

27.2 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 Grant impossible or impracticable, the State shall have the following rights:

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

27.2.2 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

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

27.3 The State, at any time, may request to see a copy of the written plan from the Grantee. The Grantee shall

HEALTH SERVICES

OFFICE OF PROCUREMENT

150 N 18th Ave., Ste. #530 Phoenix, Arizona 85007 produce the written plan within seventy-two (72) hours of the request.

28. Federal Immigration and Nationality Act

The Grantee 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 Grant. Further, the Grantee shall flow down this requirement to all Subgrantees utilized during the term of the Grant. The State shall retain the right to perform random audits of Grantee and Subgrantee records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that the Grantee and/or any Subgrantee be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to; suspension of work, termination of the Grant for default and suspension and/or debarment of the Grantee.

29. Purchase Orders

The Grantee shall, in accordance with all terms and conditions of the Grant, fully perform and shall be obligated to comply with all Purchase Orders received by the Grantee prior to the expiration or termination hereof, unless otherwise directed in writing by ADHS Procurement, including, without limitation, all Purchase Orders received prior to but not fully performed and satisfied at the expiration or termination of this Grant.

30. Financial Management

30.1 For all Grants, the practices, procedures, and standards specified in and required by the Accounting and Auditing Procedures Manual for ADHS funded programs shall be used by the Grantee in the management of Grant funds and by the Department when performing a Grant audit. Funds collected by the Grantee in the form of fees, donations and/or charges for the delivery of these Grant services shall be accounted for in a separate fund.

30.2 Federal Funding. Grantees receiving Federal funds under this Grant shall comply with the certified finance and compliance audit provision of the Office of Management and Budget (OMB) Circular A-133, if applicable.

30.3 State Funding. Grantees receiving State funds under this Grant shall comply with the certified Compliance provisions of A.R.S. §35-181.03.

31. Licenses

Grantee shall maintain, in current status, all Federal, State and local licenses and permits required for the operation of the business conducted by the Grantee.

32. 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 subrecipient under an award or subaward to a non- Federal entity) may receive a subaward from ADHS unless the entity provides its Data Universal Numbering System (DUNS) Number to ADHS.

33. Contracting; Procurement; Investment; Prohibitions

33.1 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.

33.2 A public entity may not adopt a procurement, investment or other policy that has the effect of inducing or

HEALTH SERVICES

OFFICE OF PROCUREMENT

150 N 18th Ave., Ste. #530 Phoenix, Arizona 85007 requiring a person or company to boycott Israel.

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ARIZONA BOARD OF REGENTS

Unique Entity ID

NKJGJQYQJKR3

CAGE / NCAGE

6EZ12

Purpose of Registration

All Awards

Registration Status

Active Registration

Expiration Date

Nov 19, 2025

Physical Address

2700 N Central AVE STE 400

Phoenix, Arizona 85004-1159

United States

Mailing Address

2700 N Central AVE STE 400

Phoenix, Arizona 85004-1159

United States

Business Information

Doing Business as

(blank)

Division Name

(blank)

Division Number

(blank)

Congressional District

Arizona 03

State / Country of Incorporation

(blank) / (blank)

URL

http://www.azregents.edu

Registration Dates

Activation Date

Nov 21, 2024

Submission Date

Nov 19, 2024

Initial Registration Date

Jun 9, 2011

Entity Dates

Entity Start Date

Mar 1, 1945

Fiscal Year End Close Date

Jun 30

Immediate Owner

CAGE

(blank)

Legal Business Name

(blank)

Highest Level Owner

CAGE

(blank)

Legal Business Name

(blank)

Executive Compensation

Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of

P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions.

Proceedings Questions

Registrants in the System for Award Management (SAM.gov) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2. C.F.R. 200 Appendix XII. Their responses are displayed in the responsibility/qualification section of SAM.gov. Maintaining an active registration in SAM.gov demonstrates the registrant responded to the proceedings questions.

Exclusion Summary

Active Exclusions Records?

No

SAM Search Authorization

I authorize my entity's non-sensitive information to be displayed in SAM public search results:

Yes

Entity Types

Business Types

Entity Structure

U.S. Government Entity

Entity Type

US State Government

Organization Factors

(blank)

Profit Structure

(blank)

Last updated by LaShawn Kilgore on Nov 19, 2024 at 05:02 PM ARIZONA BOARD OF REGENTS

Apr 17, 2025 05:59:03 PM GMT https://sam.gov/entity/NKJGJQYQJKR3/coreData?status=null Page 1 of 2

Socio-Economic Types

Check the registrant's Reps & Certs, if present, under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA-certified HUBZone small business concern. Additional small business information may be found in the SBA's Dynamic Small Business Search if the entity completed the

SBA supplemental pages during registration.

Government Types

U.S. State Government

Other Entity Qualifiers

Educational Institution

State Controlled Institution of Higher Learning

Financial Information

Accepts Credit Card Payments

No

Debt Subject To Offset

No

EFT Indicator

CAGE Code

6EZ12

Points of Contact

Electronic Business

LaShawn Kilgore, Business Operations

Manager Sr

2700 N Central AVE

Phoenix, Arizona 85004

United States

Government Business

LaShawn Kilgore, Business Operations

Manager Sr

2700 N Central AVE

Phoenix, Arizona 85004

United States

Service Classifications

NAICS Codes

Primary

Yes

NAICS Codes

611310

NAICS Title

Colleges, Universities, And Professional Schools

Disaster Response

This entity does not appear in the disaster response registry.

Last updated by LaShawn Kilgore on Nov 19, 2024 at 05:02 PM ARIZONA BOARD OF REGENTS

Apr 17, 2025 05:59:03 PM GMT https://sam.gov/entity/NKJGJQYQJKR3/coreData?status=null Page 2 of 2

SAM Debarement