CTR058310 ABRC Fully Executed.pdf

INTERAGENCY SERVICE AGREEMENT (ISA) ARIZONA DEPARTMENT OF

HEALTH SERVICES

150 N 18th Avenue, Suite 530 Phoenix, Arizona 85007

Agreement No.: CTR058310

PROJECT TITLE: ABRC EDUCATIONAL INITIATIVE WITH ASU Effective Date: January 1, 2022

GEOGRAPHIC SERVICE AREA: STATEWIDE

Termination Date: December 31, Arizona Department of Health Services has authority to contract for services specified herein in accordance with A.R.S. § 35-148, § 36-104, and § 36-132. The University represents that it has authority to contract for the performance of the services provided herein pursuant to A.R.S. §35-148.

The University certifies compliance with all Federal immigration laws and regulations relating to employees and certifies its compliance with Section A.R.S. § 23-214, Subsection A.

The University agrees to perform all the services set forth in the Agreement and Work Statement. Amendments signed by each of the parties and attached hereto are hereby adopted by reference as a part of this Agreement, from the effective date of the Amendment, as if fully set out herein.

Arizona Transaction (Sales Privilege Tax License): For Clarification, contact:

Name: Kristy McDonald Federal Employer Identification Number: Phone: (480) 965-9077

E-mail: ASU.awards@asu.edu

Arizona Board of Regents, Arizona State University

Contractor Signature of Person Authorized to Sign Date

PO Box 876011 Address Printed Name

Tempe AZ 85287-6011 City State ZIP Code Title

This Agreement shall henceforth be referred to as Agreement No.: CTR058310 The University is hereby cautioned not to commence any billable work or provide any material, service or construction under this Agreement until University receives an executed purchase order or Agreement release document or written notice to proceed if applicable.

State of Arizona Awarded this _____ day of ______________, 20___

Chief Procurement Officer

12/17/2021

21st December 21

Procurement Supervisor balderc Cross-Out

CONTRACT NUMBER INTERAGENCY SERVICE AGREEMENT

UNIFORM TERMS AND CONDITIONS CTR058310

In accordance with Arizona Revised Statutes (A.R.S.) Section § 35-148, this Agreement is entered into by and between the Arizona Department of Health Services (hereinafter ADHS) and the Arizona Board of Regents, Arizona State University (hereinafter University) and shall be effective as indicated in Provision One (1).

For and in consideration of the terms and conditions set forth herein, the parties agree as follows:

1. Term of Agreement

This Agreement will be effective January 1, 2022 and shall terminate December 31, 2026, unless otherwise terminated pursuant to the terms herein. The term of this Agreement shall not exceed five (5) years.

2. Renewal of Agreement

If the term of the original Agreement is less than five (5) years, the parties may mutually agree to renew the Agreement by signing an Amendment extending the Agreement. This Agreement can be renewed for four (4) additional one-year terms, upon agreement of the University and ADHS and by both parties signing an Amendment extending this Agreement. The original Agreement term together with the renewal period shall not exceed five (5) years.

3. Compliance with A.R.S. 35-148

ADHS shall provide for reimbursement for services performed or advancement of funds for services to be performed.

Monies received by University shall be credited to its appropriation account for its use in performing the services.

University shall make an accounting of expenditures and return any advanced funds not used to ADHS.

4. Capital Equipment

In the event the parties have determined the Scope of Services requires the acquisition of capital equipment necessary for the business functions of the University and have further determined to amortize the cost of such equipment over several years, the University shall reimburse ADHS for such unamortized amounts upon a determination by the University not to renew the agreement.

5. Scope of Services

ADHS and the University shall perform the obligations agreed to by each as set forth in the Scope of Services.

6. Payment for Services

As payment for full and satisfactory performance of the services, the ADHS agrees to pay the University as outlined in the Price Sheet attached hereto and incorporated herein by this reference. The Master Blank Purchase Order (Agreement) will be entered into the State of Arizona e-procurement system, APP, by ADHS. The Price Sheet will be entered into the Items Tab for the creation of Purchase Order Releases.

7. Non-Availability of Funds

7.1. Every payment and service obligation is conditioned upon the availability of funds appropriated or allocated for the payment or support of such obligation. If funds are not allocated and available for the continuance of this Agreement, either ADHS or the University may terminate at the end of the period for which funds are available.

7.2. No liability shall accrue to ADHS or the University, in the event this provision is exercised, and ADHS and the

University shall not be obligated or liable for any damages as a result of termination under this paragraph.

8. Property of the State

8.1. Equipment. Except as provided below or otherwise agreed to by the parties, the title to any and all equipment acquired through the expenditure of funds received from the State shall remain the property of the State by and through the ADHS and, as such, shall remain under the sole direction, management and control of the ADHS. When this Agreement is terminated, the disposition of all such property shall be determined by the ADHS. For Fixed Price agreements, when the University provides the services/materials required by the Agreement, any and all equipment purchased by the University remains the property of the University. All purchases of equipment need to be reported to the ADHS Office of Inventory Control.

8.2. Title and Rights to Materials. It is the intention of ADHS and University that all material and intellectual property developed under this Agreement be used and controlled in ways to produce the greatest benefit to the parties to this Agreement and the citizens of the State of Arizona. As used in this paragraph, “Material” means all written and electronic information, recordings, reports, findings, research information, abstracts, results, software, data, discoveries, inventions, procedures and processes of services developed by the University and any other materials created, prepared or received by the University and subcontractors in performance of this Agreement. “Material” as used herein shall not include any pre-existing data, information, materials, discoveries, inventions or any form of intellectual property invented, created, developed or devised by University (or its employees, subcontractors or agents) prior to the commencement of the services funded by this Agreement or that may result from University’s involvement in other service activities that are not funded by the Agreement.

8.3. Title and exclusive copyright to all Material shall vest in the State of Arizona, subject to any rights reserved on behalf of the federal government. As State agencies and instrumentalities, both ADHS and University shall have full, complete, perpetual, irrevocable and non-transferable rights to reproduce, duplicate, adapt, make derivative works, distribute, display, disclose, publish and otherwise use any and all Material. The University’s right to use Material shall include the following rights: the right to use the Material in connection with its internal, non-profit research and educational activities, the right to present at academic or professional meetings or symposia and the right to publish in journals, theses, dissertations or otherwise of University’s own choosing. University agrees to provide ADHS with a right of review prior to any publication or public presentation of the Material, and ADHS shall be entitled to request the removal of its confidential information or any other content the disclosure of which would be contrary to the best interest of the State of Arizona. Neither party shall release confidential information to the public without the prior expressly written permission of the other, unless required by the State public records statutes or other law, including a court order. Each party agrees to give recognition to the other party in all public presentations or publications of any Material, when releasing or publishing them.

8.4. In addition, ADHS and University agree that any and all Material shall be made freely available to the public to the extent it is in the best interest of the State. However, if either party wants to license or assign an intellectual property interest in the material to a third-party for monetary compensation, ADHS and University agree to convene to determine the relevant issues of title, copyright, patent and distribution of revenue. In the event of a controversy as to whether the Material is being used for monetary compensation or in a way that interferes with the best interest of the state or ADHS, then the Arizona Department of Administration shall make the final decision. Notwithstanding the above, “monetary compensation’ does not include compensation paid to an individual creator for traditional publications in academia (the copyrights to which are Employee-Excluded Works under ABOR Intellectual Property Policy Section 6-908C.4.), an honorarium or other reimbursement of expenses for an academic or professional presentation, or an unprofitable distribution of Material.

9. Reports and Records

Each party shall establish and maintain records regarding its performance under this Agreement in accordance with the records retention standards established by the Department of Library and Archives. Any subcontractors shall be contractually required to retain all data and other records relating to the acquisition and performance of this Agreement for a period of five years after the completion of the Agreement as required by A.R.S. 35-214 and 35-215. All records shall be subject to inspection and audit by the State of Arizona (State) at reasonable times.

10. Termination

Either party may terminate this Agreement upon sixty (60) working days written notice to the other party. The University shall reimburse ADHS for any advanced funds for which services are not provided and shall reimburse ADHS for any other resources/materials that are specifically acquired by University, without an agreement between the parties for University to purchase the resource/material.

11. Cancellation for Conflict of Interest

Pursuant to A.R.S. § 38-511, the State, its political subdivisions or any department or agency of either may, within three years after its execution, cancel any Agreement, without penalty or further obligation, made by the State, its political subdivisions, or any of the departments or agencies of either if any person significantly involved in initiating, negotiating, securing, drafting or creating the Agreement on behalf of the State, its political subdivisions or any of the departments or agencies of either is, at any time while the Agreement or any extension of the Agreement is in effect, an employee or agent of any other party to the Agreement in any capacity or a consultant to any other party of the Agreement with respect to the subject matter of the Agreement. A cancellation made pursuant to this provision shall be effective when the University or ADHS receives written notice of the cancellation, unless the notice specifies a later time.

12. Miscellaneous

12.1. In the event of a dispute, the parties agree to use arbitration to the extent required by A.R.S. § 12-1518. The laws of the State shall govern any interpretation of this Agreement and venue shall be in Maricopa County, Arizona.

12.2. The University 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. All parties shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin or disability.

12.3. This Agreement shall be governed and interpreted by the laws of the State of Arizona.

12.4. Any amendments to this Agreement must be in writing and signed by both parties.

12.5. The provisions of this Agreement are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Agreement.

12.6. This Agreement is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this Agreement.

12.7. Either party’s failure to insist on strict performance of any term or condition of the Agreement shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it.

13. Federal Immigration and Nationality Act

The University shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the Agreement. Further, the University shall flow down this requirement to all subcontractors utilized during the term of the Agreement. The State shall retain the right to perform random audits of University and subcontractor records or to inspect papers of any employee thereof to ensure compliance.

Should the State determine that the University and/or any subcontractors be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to; suspension of work, termination of the Agreement for default and suspension and/or debarment of the University.

14. E-Verify Requirements

In accordance with A.R.S. § 41-4401, University certifies compliance with all Federal immigration laws and regulations relating to employees and certifies its compliance with Section A.R.S. § 23-214, Subsection A.

15. 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 apply to indirect or overhead services, redundant back-up services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers.

SPECIAL TERMS AND CONDITIONS CTR058310

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 an Agreement for the materials or services as listed herein.

2. Agreement Type

The Agreement shall be cost reimbursement.

3. Key Personnel

It is essential that the University train and provide adequate, experienced personnel, capable of and devoted to the successful accomplishment of projects that may be performed under this Agreement. The University must agree to assign experienced individuals to project positions.

3.1. The University agrees that, once assigned to work on a project under this Agreement, key personnel should not be removed or replaced without written notice to the ADHS Project Manager.

3.2. If key personnel are not available for work on a specific project, for a continuous period exceeding thirty (30) calendar days, or are expected to devote substantially less effort to the work than initially anticipated, the University shall immediately notify the ADHS Project Manager and shall, subject to the concurrence of the ADHS, replace such personnel with personnel of substantially equal ability and qualifications.

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

4.1. The University certifies that it is familiar with the requirements of HIPAA, as amended by the Health Information

Technology for Economic and Clinical Health Act (HITECH Act) of 2009, and accompanying regulations and will comply with all applicable HIPAA requirements in the course of this Agreement. University certifies that it will cooperate with the Arizona Department of Health Services (ADHS) in the course of performance of the Agreement so that both ADHS and University 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. University will sign any documents that are reasonably necessary to keep ADHS and University in compliance with HIPAA, including, but not limited to, business associate agreements.

4.2. If requested by the ADHS Procurement Office, University 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, University agrees to attend or participate in HIPAA training offered by ADHS or to provide written verification that the University has attended or participated in job related HIPAA training that is: (1) intended to make the University 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.

5. Authorization for Provision of Services

Authorization for purchase of services under this Agreement shall be made only upon ADHS issuance of a Purchase Order that is signed by an authorized agent. The Purchase Order will indicate the Agreement number and the dollar amount of funds authorized. The University 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 Agreement.

6. Price Adjustment

University prices accepted and subsequently awarded by an Agreement shall remain in effect for a minimum of one

(1) year. The University may request a price adjustment, but the State will not review or approve an increase until the Agreement has been in effect for one (1) year. The ADHS Procurement Office will review any requested rate increase to determine whether such request is reasonable in relation to increased supplier or material costs. University shall provide written justification for any price adjustment requested. Any price increase adjustment, if approved, will be effective upon execution of a written Agreement amendment. Likewise, the University shall offer the State a price adjustment reduction concurrent with reduced costs from their suppliers. Price reductions will become effective upon execution of an Agreement amendment.

7. Pandemic Contractual Performance

7.1. The State shall require a written plan that illustrates how the University shall perform up to contractual standards in the event of a pandemic. The State may require a copy of the plan at anytime prior or post award of an Agreement. At a minimum, the pandemic performance plan shall include:

7.1.1. Key succession and performance planning if there is a sudden significant decrease in University’s workforce.

7.1.2. Alternative methods to ensure there are products in the supply chain.

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

7.2. 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 Agreement impossible or impracticable, the State shall have the following rights:

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

7.2.2. 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.

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

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

8. Compliance Requirements for A.R.S. § 41-4401, Government Procurement: E-Verify Requirement

8.1. The University certifies compliance with all Federal immigration laws and regulations relating to employees and certifies its compliance with Section A.R.S. § 23-214, Subsection A. (That subsection reads: “After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the E-Verify program.)

8.2. A breach of a certification regarding compliance with immigration laws and regulations shall be deemed a material breach of the Contract and the University may be subject to penalties up to and including termination of the Contract.

8.3. Failure to comply with a State audit process to randomly verify the employment records of the University’s and subcontractors shall be deemed a material breach of the Contract and the University may be subject to penalties up to and including termination of the Contract.

8.4. The State Agency retains the legal right to inspect the papers of any employee who works on the Contract to ensure that the University or subcontractor is complying with the certification under paragraph one (1).

9. Advance Funds

A.R.S. § 35-148 (A) authorizes a State Agency to advance funds to another State Agency for services to be performed pursuant to an Interagency Service Agreement, and (B) authorizes such funds to be credited to the appropriation account of the Agency performing the services for use by such Agency.

10. Disputes

Any dispute that develops over an issue in regard to the performance or failure to perform under the terms of this Agreement shall be resolved by the Director of Arizona Department of Health Services and the University Board of Regents or by the Governor if the respective parties cannot resolve the issue.

11. Funds

Funds may not presently be available for performance under this Agreement beyond the current fiscal year. No legal liability on the part of the State for any payment may arise under this Agreement beyond the current fiscal year until funds are made available for performance of this Agreement. The State shall make reasonable efforts to secure such funds.

12. Indirect Rate

The University agrees that for any project requested by ADHS that is funded by State appropriated or other type of State funding, the University shall charge an Indirect Rate no greater than ten percent (10%).

13. 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.

14. Contracting; Procurement; Investment; Prohibitions

14.1. 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.

14.2. 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.

15. Technology Replacement

In any event where product is discontinued, no longer available or technically inferior to newly developed product, the University shall provide an equivalent replacement model at no additional cost and shall honor the original contract terms.

SCOPE OF SERVICES CTR058310

1. Background

1.1. Since 2018, Arizona State University (hereinafter University), has successfully managed funding from the

Arizona Biomedical Research Centre (ABRC) Research Education Program administered through the Arizona Department of Health Services (ADHS). During 2020, programming was temporarily halted due to the COVID pandemic. In 2021, the University successfully hosted the previously canceled programming from 2020 (due to the pandemic). The ABRC seeks to continue its collaborative relationship with the University in providing educational programs for the duration of this agreement.

1.2. In order to streamline support of the University’s events and ensure that ADHS is continuing to receive optimal returns on their investment, the University is submitting a request for three (3) core event categories to be funded in the 2022 calendar year. In addition to the core event categories, the Research Development Office will solicit competitively reviewed and awarded programming. This fourth category will allow the University to identify up to five (5) programs proposed by eligible departments with the Graduate College of the University.

2. Objective

To partner with the University to ensure the Arizona central region has a tailored program that meets the needs of the researchers and clinical professionals.

3. Tasks

The University shall:

3.1. Partner collaboratively with identified organizations to fulfill this mission on behalf of the ADHS ABRC;

3.2. Schedule monthly meetings with ABRC staff to discuss progress; and

3.3. Fund, create and host the following events on behalf of the ABRC Research Education Program:

3.3.1. Arizona Cord Blood Conference. April 6-7, 2022,

3.3.2. Annual Well-Being Commons Conference. October 2022, One (1) full-day and reception,

3.3.3. Indigenous Innovation, Data Economies, and AI Summit (Indigenous IDEAS). November 2022 One (1) full-day, and

3.4. Host additional programming that is solicited, competitively reviewed, and awarded by the University.

The University Research Development Office shall:

3.4.1. Solicit applications from University bioscience affiliated departments for events that are relevant to increasing education on biomedical topics for students, staff, researchers, faculty, and community members.

3.4.2. Review and select up to five (5) events to be hosted,

3.4.3. Approve funding for the selected programming events up to an amount not to exceed $30,000 per event.

3.4.4. Not exceed more than $80,000 in total for programming under this section.

4. Deliverables

Due thirty (30) days after each event, the University shall provide the following:

4.1. A report, to include:

4.1.1. Subjects covered,

4.1.2. Narrative of the event,

4.1.3. Objectives of the event,

4.1.4. Number of participants,

4.1.5. Background of participants (e.g. researcher, public, scientist),

4.1.6. Organizations participating, and

4.1.7. Outcome results.

4.2. Electronic File Transfer of the event to include the following:

4.2.1. Abstract,

4.2.2. Event photos, which may be used by ABRC for promotional and reporting purposes, and

4.2.3. Speakers' posters and presentations, with their approval.

5. Requirements

The University shall submit to ABRC quarterly Contractor’s Expenditure Report (CER’s) to request payment, on the template provided by ABRC.

6. Notices, Correspondence, Reports and CER’s/Invoices

6.1. Notices, correspondence, and reports from the University to ADHS shall be sent to:

John Garcia, Program Director Arizona Biomedical Research Centre Arizona Department of Health Services 250 North 17th Avenue Phoenix, AZ 85007 Phone: 602-542-8817 E-Mail: BIOMEDICAL@azdhs.gov

6.2. Notices, Correspondence, and Reports from ADHS to the University shall be sent to:

Kristy MacDonald, Assistant Director Research Operations Pre-Award Negotiations Arizona State University Phone: 480-965-9077 Fax: 480-965-2455 E-Mail: ASU.awards@asu.edu

6.3. Invoices from the University to ADHS shall be sent to Biomedical@azdhs.gov.

6.4. Payments from ADHS to the University shall be sent to:

Nicholas Peterson, Assistant Director Research Operations Awards Management Team Arizona State University Phone: 480-727-9548

E-Mail: ASU.awards@asu.edu

PRICE SHEET CTR058310

PRICE SHEET

Cost Reimbursement

No. Description of Service Total

1 Annual Cord Blood Conference $41,000.00

2 Annual Well-Being Commons Conference $50,000.00

3 Indigenous Innovation, Data Economies, and AI Summit (Indigenous IDEAS) $20,000.00

4 Multiple small events, competitively awarded $80,000.00

Subtotal $191,000.00

5 Indirect Costs (10%) $19,100.00

Grand Total $210,100.00