CTR060124-Contract_Documents.pdf

Participating Addendum

Contract No.: CTR060124

Description: Electronic Benefits Transfer (EBT) Services for the Western States EBT Alliance

Participating Addendum CTR060124

Electronic Benefit Transfer (EBT) Services for the Western States EBT Alliance Between

Fidelity Information Services, LLC (“FIS” or “Contractor”) And

Arizona Department of Economic Security (“ADES”)

Arizona Department of Economic Security Contract Number: CTR060124

PURPOSE:

In accordance with A.R.S.§41-2632, AAC R2-7-1002, Cooperative Purchasing, the following document shall relay all additional requirements for the State of Arizona, Department of Economic Security, in its use and participation in the Western States EBT Alliance (“WSEA”) contract for Electronic Benefit Transfer (EBT) Services as awarded by the State of Colorado, Lead State, for this competitively procured contract.

This Participating Addendum (PA) is entered into pursuant to the Electronic Benefit Transfer (“EBT”) Services for the Western States EBT Alliance (“WSEA”), solicited and led by the State of Colorado on behalf of WSEA.

This PA is for the use of ADES in accordance with Arizona state statutes and the Arizona Administrative Code.

In the event of a conflict between the terms and conditions of the WSEA solicitation and the terms and conditions of this PA, the terms and Conditions of this PA shall prevail, and the terms and Conditions of the WSEA solicitation that do not apply to the ADES/State of Arizona do not apply to this PA.

DocuSign Envelope ID: 2BAF3CA1-7CB0-48E3-BAC8-4E795E639DCA

Participating Addendum

Description: Electronic Benefits Transfer (EBT) Services for the Western States EBT Alliance

Contract between the Department of Economic Security (the "Department") and Fidelity Information Services, LLC (“FIS” or "Contractor").

WHEREAS the Contractor is:

[ ] a Non-profit Organization as defined in Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as prescribed in 2 C.F.R. § 200;

[X] a For-profit Organization; and

WHEREAS the Department is duly authorized to execute and administer contracts under A.R.S. §41-1954;

THEREFORE, the Department and Contractor agree to abide by all the terms and conditions set forth in this Contract.

Contract Term: This contract shall be effective 1/1/2023 (or date of last signature) and shall terminate on 12/31/2028, unless extended in accordance with the Special Terms and Conditions.

BY SIGNING THIS FORM ON BEHALF OF THE CONTRACTOR, THE SIGNATORY CERTIFIES HE/SHE HAS THE AUTHORITY TO BIND THE CONTRACTOR TO THIS CONTRACT.

FOR AND ON BEHALF OF THE

ARIZONA DEPARTMENT OF ECONOMIC SECURITY:

FOR AND ON BEHALF OF THE CONTRACTOR:

Signature of Authorized Individual Signature of Authorized Individual Prashant Gupta

Typed Name Typed Name VP FIS Government Services

Title Title

Date Date

11000 W. Lake Park Drive

Contractor Mailing Address Milwaukee, WI 53224

Contractor Mailing Address (cont.)

Louise Meyer, Account Manager

Contact Name and Title 414 839 1429 Louise.Meyer@fisglobal.com

Phone number and Email address

DocuSign Envelope ID: 2BAF3CA1-7CB0-48E3-BAC8-4E795E639DCA

January 27, 2023 | 08:57 EST

Chief Procurement Officer

David Steuber

Jan 27, 2023 https://azdesgov.na1.adobesign.com/verifier?tx=CBJCHBCAABAA-icz3d3J2lhVvtkE1zoIE1iCZaCywun0

Table of Contents

Description: Electronic Benefits Transfer (EBT) Services for the Western States EBT Alliance

CONTRACTOR IS STRONGLY ENCOURAGED TO READ THE ENTIRE CONTRACT.

Table of Contents

Food and Nutrition Service (FNS) Required Federal Provisions

Special Terms and Conditions

Uniform Terms and Conditions

Stipulations to Scope of Work (SOW)

Attachment 1 - Certification Regarding Lobbying

Attachment 2 - Participation in Boycott of Israel

Attachment 3 - Certification Regarding: Debarment, Suspension, Ineligibility and Voluntary Exclusion

Attachment 4 - Certification of Insurability

Attachment 5 - Forced Labor of Ethnic Uyghurs Ban

Attachment 6 – Business Associates Agreement

Food and Nutrition Services (FNS Required Federal Provisions)

Contract No.: CTR060124

Description: Electronic Benefits Transfer (EBT) Services for the Western States EBT Alliance

Food and Nutrition Service (FNS) Required Federal Provisions

The Implementation contractor must comply with the following provisions:

1. Executive Order 11246, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375, and as supplemented by the Department of Labor Regulations (41 CFR Part 60): The Executive Order prohibits federal contractors and federally-assisted construction contractors and subcontractors who do over $10,000 in Government business in one year from discriminating in employment decisions on the basis of race, color, religion, sex, or national origin. The Executive Order also requires Government contractors to take affirmative action to ensure that equal opportunity is provided in all aspects of their employment.

2. The Clean Air Act, Section 306:

a. No Federal agency may enter into any contract with any person who is convicted of any offense under section 113(c) for the procurement of goods, materials, and services to perform such contract at any facility at which the violation which gave rise to such conviction occurred if such facility is owned, leased, or supervised by such person. The prohibition in the preceding sentence shall continue until the Administrator certifies that the condition giving rise to such a conviction has been corrected. For convictions arising under section 113(c)(2), the condition giving rise to the conviction also shall be considered to include any substantive violation of this Act associated with the violation of 113(c)(2). The Administrator may extend this prohibition to other facilities owned or operated by the convicted person.

b. The Administrator shall establish procedures to provide all Federal agencies with the notification necessary for the purposes of subsection (a).

c. In order to implement the purposes and policy of this Act to protect and enhance the quality of the Nation's air, the President shall, not more than 180 days after enactment of the Clean Air Amendments of 1970 cause to be issued an order (1) requiring each Federal agency authorized to enter into contracts and each Federal agency which is empowered to extend Federal assistance by way of grant, loan, or contract to effectuate the purpose and policy of this Act in such contracting or assistance activities, and (2) setting forth procedures, sanctions, penalties, and such other provisions, as the President determines necessary to carry out such requirement.

d. The President may exempt any contract, loan, or grant from all or part of the provisions of this section where he determines such exemption is necessary in the paramount interest of the United States and he shall notify the Congress of such exemption.

e. The President shall annually report to the Congress on measures taken toward implementing the purpose and intent of this section, including but not limited to the progress and problems associated with implementation of this section. [42 U.S.C. 7606]

3. The Clean Water Act:

a. No Federal agency may enter into any contract with any person who has been convicted of any offense under Section 309(c) of this Act for the procurement of goods, materials, and services if such contract is to be

Description: Electronic Benefits Transfer (EBT) Services for the Western States EBT Alliance performed at any facility at which the violation which gave rise to such conviction occurred, and if such facility is owned, leased, or supervised by such person. The prohibition in preceding sentence shall continue until the Administrator certifies that the condition giving rise to such conviction has been corrected.

b. The Administrator shall establish procedures to provide all Federal agencies with the notification necessary for the purposes of subsection (a) of this section.

c. In order to implement the purposes and policy of this Act to protect and enhance the quality of the Nation’s water, the President shall, not more than 180 days after the enactment of this Act, cause to be issued an order:

(1) requiring each Federal agency authorized to enter into contracts and each Federal agency which is empowered to extend Federal assistance by way of grant, loan, or contract to effectuate the purpose and policy of this Act in such contracting or assistance activities, and

(2) setting forth procedures, sanctions, penalties, and such other provisions, as the President determines necessary to carry out such requirement.

d. The President may exempt any contract, loan, or grant from all or part of the provisions of this section where he determines such exemption is necessary in the paramount interest of the United States and he shall notify the Congress of such exemption.

e. The President shall annually report to the Congress on measures taken in compliance with the purpose and intent of this section, including, but not limited to, the progress and problems associated with such compliance.

f. (1) No certification by a contractor, and no contract clause, may be required in the case of a contract for the acquisition of commercial items in order to implement a prohibition or requirement of this section or a prohibition or requirement issued in the implementation of this section.

(2) In paragraph (1), the term “commercial item” has the meaning given such term in section 4(12) of the Office of Federal Procurement Policy Act (41 U.S.C. 403(12)).

4. The Anti-Lobbying Act: This Act prohibits the recipients of federal contracts, grants, and loans from using appropriated funds for lobbying the Executive or Legislative Branches of the federal government in connection with a specific contract, grant, or loan. As required by Section 1352, Title 31 of the U.S. Code and implemented at 34 CFR Part 82 for persons entering into a grant or cooperative agreement over $100,000, as defined at 34 CFR Part 82, Section 82.105 and 82.110, the applicant certifies that:

a. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the making of any federal grant, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal grant or cooperative agreement;

b. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Confess in connection with this federal grantor o cooperative agreement, the undersigned shall complete and submit Standard Form – LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions;

c. The undersigned shall require that the language of this certification be include in the award documents for all sub-awards at all tiers (including sub-grants, contracts under grants and cooperative agreements, and subcontracts) and that all sub-recipients shall certify and disclose accordingly.

5. Americans with Disabilities Act: This Act (28 CFR Part 35, Title II, Subtitle A) prohibits discrimination on the basis of disability in all services, programs, and activities provided to the public by State and local governments, except public transportation services.

6. Drug Free Workplace Statement: The Federal government implemented the Drug Free Workplace Act of 1988 in an attempt to address the problems of drug abuse on the job. It is a fact that employees who use drugs have less productivity, a lower quality of work, and a higher absenteeism, and are more likely to misappropriate funds or services.

From this perspective, the drug abuser may endanger other employees, the public at large, or themselves. Damage to property, whether owned by this entity or not, could result from drug abuse on the job. All these actions might undermine public confidence in the services this entity provides. Therefore, in order to remain a responsible source for government contracts, the following guidelines have been adopted:

a. The unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited in the work place.

b. Violators may be terminated or requested to seek counseling from an approved rehabilitation service.

c. Employees must notify their employer of any conviction of a criminal drug statue no later than five days after such conviction.

d. Contractors of federal agencies are required to certify that they will provide drug-free workplaces for their employees.

7. Debarment, suspension, and other responsibility matters: As required by Executive Order 12549, Debarment and Suspension, and implemented at 34 CFR Part 85, for prospective participants in primary covered transactions, as defined at 34 CFR Part 85, Sections 85.105 and 85.110.

a. The applicant certifies that it and its principals:

(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;

(2) Have not within a three-year period preceding this application been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

(3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and

(4) Have not within a three-year period preceding this application had one or more public transactions (federal, state, or local) terminated for cause or default.

b. Where the applicant is unable to certify to any of the statements in this certification, he or she shall attach an explanation to this application.

8. The federal government reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for federal government purposes, the copyright in any work developed under a grant, sub-grant, or contract under a grant or sub-grant or any rights of copyright to which a contractor purchases ownership.

Special Terms and Conditions

1.0 Definition of Terms. In addition to the terms and conditions defined in section 1 of the Uniform Terms and Conditions, the following shall apply:

1.1 “Award Date” means the date the Contract is executed by the Department. This may or may not be the same date as the “Effective Date” which is the date specified on the Offer and Award or Signature Page.

1.2 “Client Specific Referral” Services or activities for which a referral has been made for a client by an authorized representative of the Department.

1.3 “Department” means the Arizona Department of Economic Security (ADES), unless otherwise indicated.

1.4 “Effective Date” means the date the Contractor is to start delivering services. The Effective Date is specified on the Offer and Award or Signature Page.

1.5 “Equipment” means all vehicles, furniture, machinery, electronic data processing (EDP) equipment, software and all other equipment costing $5,000.00 or more, including all normal and necessary expenses incurred to make the equipment ready for its intended use (e.g., taxes, freight, installation, assembly, and testing charges, etc.), and with a useful life of greater than one (1) year. Equipment as used herein does not include real property (e.g., land, building, structures, or facilities’ improvements).

1.6 “May” indicates something that is not mandatory but permissible.

1.7 “Purchase Order” also known as “Purchase Authorization” or “Release Order” is an authorized document to procure goods or services.

1.8 “Shall, Must” indicates a mandatory requirement. Failure to meet these mandatory requirements may result in the rejection of a proposal as non-responsive.

1.9 “Should” indicates something that is recommended but not mandatory. If the Contractor fails to provide recommended information, the State may, at its sole option, ask the Contractor to provide the information.

2.0 Advertising, Publishing and Promotion of Contract.

In addition to the Uniform Terms and Conditions, Section 3.6, the following shall apply:

2.1 The Contractor shall provide to the Department for review and approval all reports or publications (written, visual or sound) which are funded or partially funded under this contract, a minimum of fifteen (15) calendar days prior to public release. All reports and publications whether written, visual or verbal shall contain the following statement:

2.1.1 “This program was funded through a contract with the Arizona Department of Economic Security.

Points of view are those of the author and do not necessarily represent the official position or policies of the Department.”

3.0 Assignment

In addition to the Uniform Terms and Conditions, Section 5.3, the following shall apply:

3.1 Merger, Reorganization or Change of Ownership

3.1.1 A proposed merger, reorganization or change in ownership of the Contractor shall require prior written approval of the Department, which shall not be unreasonably withheld, and may require an assignment of the Contract documented by a Contract Amendment. The Department may terminate this Contract pursuant to the Termination clauses of the Contract, if the Contractor does not obtain prior written approval or the Department determines that the change in ownership is not in the best interest of the State.

3.1.2 This Contract is voidable and subject to immediate cancellation by the Department upon the Contractor becoming insolvent or filing proceedings in bankruptcy or reorganization under the United States Code, or assigning any right(s) or obligations under this Contract without the prior written consent of the Department.

3.1.3 Upon request, the Contractor shall submit a detailed merger, reorganization and/or transition of ownership plan to the Department, for review at least sixty (60) days prior to the effective date of the proposed change.

4.0 Audit.

In addition to the terms and conditions in section 3.3 of the Uniform Terms and Conditions, the following shall apply:

4.1 In compliance with the Federal Single Audit Act (31 U.S.C. § 7501-7506 as may be amended), Contractors designated as sub-recipients shall comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as prescribed in 2 C.F.R. § 200.

4.2 Audits of non-profit corporations receiving Federal or State monies are required pursuant to Federal or

State law and shall be conducted as provided in 31 U.S.C. § 7501-7506, and A.R.S. § 35- 181.03, as may be amended, and any other applicable statutes, rules, regulations, and standards.

4.3 In accordance with A.R.S. § 35-214, the Contractor shall retain and shall contractually require each subcontractor to retain all data, books and other records (“records”) relating to this Contract for a period of five (5) years after completion of the Contract, except if subject to Health Insurance Portability & Accountability Act which is six (6) years. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce the original of any or all such records.

5.0 Authorization for Services

5.1 Authorization for performance of services under this Contract shall be made only upon the issuance of a duly authorized Purchase Order (also referred to as Purchase Authorization or Release Order). 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. The Department shall not have any legal obligation to pay for services in excess of the amount indicated on the Purchase Order.

5.2 No further obligation for payment shall exist on behalf of the Department unless:

5.2.1 The Purchase Order is changed or modified with an official procurement change order, and/or

5.2.2 An additional Purchase Order is issued for purchase of services under this Contract.

6.0 Certification of Cost or Pricing Data.

6.1 By submittal of the offer, the Contractor is certifying that, to the best of the Contractor’s knowledge and belief, any cost or pricing data submitted is accurate, complete and current as of the date submitted or other mutually agreed upon date. Furthermore, the price to the State shall be adjusted to exclude any significant amounts by which the State finds the price was increased because the Contractor-furnished cost or pricing data was inaccurate, incomplete or not current as of the date of certification. Such adjustment by the State may include overhead, profit or fees. The certifying of cost or pricing data does not apply when contract rates are set by law or regulation.

7.0 Certification Regarding Lobbying.

7.1 The Contractor agrees by submittal of the Certification Regarding Lobbying form, compliance with 49 CFR part 20.

8.0 Code of Conduct.

The Contractor shall avoid any action that might create or result in the appearance of having:

8.1 Inappropriate use or divulging of information gathered or discovered pursuant to the performance of its duties under the contract;

8.2 Acted on behalf of the State without appropriate authorization;

8.3 Provided favorable or unfavorable treatment to anyone;

8.4 Made a decision on behalf of the State that exceeded its authority, could result in partiality, or have a political consequence for the State;

8.5 Misrepresent or otherwise impeded the efficiency, authority, actions, policies, or adversely affect the confidence of the public or integrity of the State; or,

8.6 Loss of impartiality when advising the State.

9.0 Competitive Bidding.

9.1 If the Contractor is authorized to purchase the supplies and equipment itemized in the Contract for utilization in the delivery of contract services. Contractor shall procure all such supplies and equipment at the lowest practicable cost and shall purchase all non-expendable items having a useful life of more than one year and an acquisition cost of $1,000 or more, through generally accepted and reasonable competitive bidding processes. Any procurement in violation of this provision shall be considered a financial audit exception.

10.0 Compliance with Applicable Laws.

In addition to the terms and conditions in section 7.5 of the Uniform Terms and Conditions, the following shall apply:

10.1 In accordance with A.R.S. §36-557 as may be amended (Purchase of community developmental disabilities services; application; contracts; limitation), as applicable, all recipients of contract services shall have all of the same specified rights as they would have if enrolled in a service program operated directly by the State.

10.2 The Contractor shall comply with the requirements related to reporting to a peace officer or child protective services incidents of crimes against children as specified in A.R.S. §13-3620 as may be amended.

10.3 The Contractor shall comply with P.L. 101-121, Section 319 (31 U.S.C. section 1352) as may be amended and 29 C.F.R. Part 93 as may be amended which prohibit the use of federal funds for lobbying and which state, in part: Except with the express authorization of Congress, the Contractor, its employees or agents, shall not utilize any federal funds under the terms of this contract to solicit or influence, or to attempt to solicit or influence, directly or indirectly, any member of Congress regarding pending or prospective legislation. Indian tribes, tribal organizations and any other Indian organizations are exempt from these lobbying restrictions with respect to expenditures that are specifically permitted by other federal law.

10.4 The Contractor shall comply with all applicable state and federal statutes and regulations. This shall include

A.R.S. § 23-722.01 as may be amended relating to new hire reporting, A.R.S. § 23-722.02 as may be amended relating to wage assignment orders to provide child support, and A.R.S. § 25-535 as may be amended relating to administrative or court-ordered health insurance coverage for children.

10.5 The Contractor shall comply with the Administrative Simplification rules in Title II of the Health Insurance

Portability and Accountability Act of 1996 (Public Law 104-191) and all Federal regulations that are applicable to the operations of the Contractor by the dates required by the implementing Federal regulations as well as all subsequent requirements and regulations as published.

11.0 Confidentiality.

11.1 The Contractor shall observe and abide by all applicable State and federal statutes, rules and regulations regarding the use or disclosure of information including, but not limited to, information concerning applicants for and recipients of contract services. To the extent permitted by law, the Contractor shall release information to the Department and to the Attorney General's Office as required by the terms of this contract, by law or upon their request.

11.2 The Contractor shall comply with the requirements of Arizona Address Confidentiality Program, A.R.S. §41-

161 et. seq. The Arizona Department of Economic Security will advise the Contractor as to applicable policies and procedures the Arizona Department of Economic Security has adopted for such compliance.

12.0 Contract Term and Option to Extend.

12.1 The term of the resultant contract shall be effective the date specified on the Offer and Award or Signature page and shall remain in effect for five (5) years or otherwise specified date, unless terminated, cancelled, or extended as otherwise provided herein.

12.2 The State has no obligation to extend or renew this contract. However, the State shall have the right, at its sole option, to renew the contract in accordance with any extensions the State may receive for supplemental periods of one year each up to a maximum contract term of seven (7) years. In the event that the State exercises such right, all terms, conditions and provisions of the original contract shall remain the same and apply during the renewal period with the exception of price. The Contractor shall agree that during the initial five (5) year term the price stated in the original Contract shall apply and any price increases will be subject to the terms of Section 37 of the Special Terms below.

12.3 Any extension or renewal must be made prior to the end of the contract period specified in this contract.

12.4 The Contractor shall not provide services prior to contract term commencing or after the end date of the contract. There shall be no billable activity outside of the contract effective dates.

13.0 Cooperation.

13.1 The Department may undertake or award other contracts for additional work related to the work performed by the Contractor, and, subject to Contractor’s confidentiality requirements, the Contractor shall fully cooperate with such other contractors and State employees, and carefully fit its own work to such other contractors and State employees, and carefully fit its own work to such other Contractor’s work. The Contractor shall not commit or permit any act which will interfere with the performance of work by any other contractor or by State employees. The Contractor shall cooperate as the State deems necessary, with the transfer of work, services, case records and files performed or prepared by the Contractor to other Contractor(s).

14.0 Cooperation with the Department’s Investigation.

14.1 All contractors, providers, vendors and volunteers are to cooperate fully and truthfully with any ADES investigation, including but not limited to an Investigation by Division or Internal Affairs. Failure to adhere to this policy may result in ADES taking whatever actions it deems appropriate, from removal of the subject and or witness from working with ADES clients up to terminating the Contract with ADES.

15.0 Data Sharing Agreement.

15.1 When determined by the Department that sharing of confidential data will occur with the Contractor, the

Contractor shall complete the ADES Data Sharing Request Agreement and submit the completed Agreement to the ADES Program Designated Staff prior to any work commencing or data shared. A separate Data Sharing Request Agreement shall be required between the Contractor and each ADES Program sharing confidential data. The Data Sharing Request Agreement is located at:

http://des.az.gov/documents-center o In the “Search” field type “Data Sharing” and click “Apply”. The search will produce the following result:

o Document Number J-119-Single (For requests involving a single division or program)

16.0 Evaluation.

16.1 The Department may evaluate, and the Contractor shall cooperate in the evaluation of, contract services.

Evaluation may assess the quality and impact of contract services, either in isolation or in comparison with other similar services, and assess the Contractor's progress and/or success in achieving the goals, objectives and deliverables set forth in this Contract.

16.2 As requested by the Department, the Contractor shall participate in third party evaluations relative to contract impact in support of Department goals.

17.0 E-Verify.

17.1 In addition to the Uniform Terms and Conditions, Section 3.10, the following shall apply:

17.2 The Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with A.R.S. § 23-214, A, as may be amended. (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.”)

17.3 A breach of a warrant regarding compliance with immigration laws and regulations shall be deemed a material breach of the contract and the Contractor may be subject to penalties up to and including termination of the Contract.

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

17.5 The Department retains the legal right to inspect the papers of any employee who works on the contract to ensure that the Contractor or subcontractor is complying with the warranty above.

18.0 Federal Immigration and Nationality Act.

18.1 In addition to the Uniform Terms and Conditions, Section 3.9 the following shall apply:

18.2 By entering into the Contract, the Contractor warrants compliance with the Federal Immigration and

Nationality Act (FINA) and all other Federal immigration laws and regulations related to the immigration http://des.az.gov/documents-center status of its employees. The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the U.S. Department of Labor's Immigration and Control Act, for all employees performing work under the Contract. I-9 forms are available for download at USCIS.GOV.

18.3 The State may request verification of compliance for any Contractor or subcontractor performing work under the Contract.

19.0 Fees and Program Income

Unless specifically authorized in the Contract, the Contractor shall impose no fees or charges of any kind upon recipients for contract services.

20.0 Health Insurance Portability and Accountability Act of 1996

20.1 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 State in the course of performance of the Contract so that both the State and Contractor will be in compliance with HIPAA, including cooperation and coordination with the offices of the Department’s Chief Information Security Officer and Chief Privacy Officer, and other compliance officials required by HIPAA and its regulations.

20.2 The Contractor agrees to sign the Department’s Business Associates Agreement if applicable to

Contractor’s services under the Contract 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 and applicable to Contractor, Contractor agrees to either:

20.2.1 Complete the Department’s HIPAA training that is intended to make the Contractor proficient in

HIPAA for purposes of performing the services required, or

20.2.2 Provide the Department with materials that will be utilized for its own training. The Department reserves the right to review the independent training materials and either approve or reject. If the training materials are rejected, the Contractor shall complete the Department’s HIPAA training.

21.0 Inclusive Contractor.

21.1 Contractor is encouraged to make every effort to utilize subcontractors that are small, women- owned or minority owned business enterprises. This could include subcontractors for a percentage of the administrative or direct service being proposed. Contractor who is committing a portion of its work to such subcontractors shall do so by identifying the type of service and work to be performed. Emphasis should be placed on specific areas that are subcontracted and percentage of contract.

22.0 Indemnification and Insurance

22.1 Indemnification Clause

22.1.1 To the fullest extent permitted by law, the 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 with respect to such claims 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 described above. It is agreed that the 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.

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.

22.1.2 Contractor shall defend the State and its officers, employees, directors, agents and shareholders, in their individual capacities or otherwise, from and against any and all Claims (as defined in this Section) asserted by a third party against the State, and shall indemnify and hold harmless the State from and against any damages, costs, and expenses of such third party awarded against the State by a final court judgment or an agreement settling such Claims in accordance with this Section. As used in this Section, the term “Claim” means any action, litigation, or claim by a third party alleging that the Services infringe an effective U.S. Patent or a registered trademark or copyright; provided, however, that Contractor shall not be liable for nor be obligated to indemnify or defend the State for the part of infringement or alleged infringement that results from:

(a) the State’s use of the Services for a purpose not specifically described in the Agreement;

(b) the State’s use of the Services in combination with computer programs, processes, hardware, software, data, systems, or services owned, licensed or provided by someone other than Contractor; (c) modification, change, amendment, customization, or adaptation of the Services not made wholly by Contractor; or (d) the State’s failure to implement corrections or changes provided by Contractor.

22.1.3 If a claim of infringement has been asserted, or in Contractor's opinion is about or likely to be asserted, Contractor may, in addition to its indemnity obligations herein, (1) procure for the State the right to continue using the Services; (2) replace or modify the Services so that it becomes non-infringing; or (3) defend the action on Client’s behalf and pay any associated costs or damages. If Contractor is unable to procure for the State the right to continue using the Services or is unable to replace or modify the Services so that it becomes non-infringing and continued use of the Services would amount to continued infringement, the Parties will enter into good faith negotiations to amend the Agreement to provide for the continued performance of the Services and, if appropriate, make appropriate adjustments to Contractor fees. Any proposed amendment to increase Contractor fees under this section must be based on Contractor’s demonstration that the alleged infringement was not reasonably foreseeable and could not have reasonably been anticipated in the exercise of due diligence. In the event the parties are unable to amend the Agreement, the State will have the right to terminate those portions of the Services that are the subject of the alleged infringement or terminate the contract in whole at the State’s election.

22.1.4 The obligation to indemnify under this Section is contingent upon: (i) the indemnified party’s promptly notifying the indemnifying party in writing of any Claim subject to such indemnity obligation; (ii) the indemnifying party’s having sole control over the defense and settlement of the Claim; (iii) the indemnified party’s reasonably cooperating during defense and settlement efforts;

(iv) the indemnified party’s not making any formal admission, concession, consent judgment, default judgment or settlement of the Claim or any part thereof; and (v) the indemnitor is not responsible for the portion of the Claim(s) arising out of the action or inaction of the indemnified party.

22.2 Insurance Requirements

22.2.1 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.

22.2.2 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.

22.3 Minimum Scope and Limits of Insurance

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

22.3.1 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.

22.3.2 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

a. 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.

b. 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).

22.3.3 Technology Errors & Omissions Insurance

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

22.3.4 Network Security (Cyber) and Privacy Liability

Each Claim $2,000,000 Annual Aggregate $2,000,000

22.3.5 Commercial Crime Policy or Blanket Fidelity Bond

• Coverage amount is $10,000,000

Coverage should include but is not limited to:

a. Employee Dishonesty (to include coverage for theft and mysterious disappearance and inventory shortage)

b. Money & Securities Inside/Outside

c. Computer Fraud

d. Funds Transferred (if applicable)

e. Forgery or Alteration

f. The policy shall be endorsed to include the State of Arizona and ADES as Loss

Payee.

g. The policy shall not contain a condition requiring a conviction or arrest in order to file a claim.

h. Coverage shall be extended to 3rd parties.

22.4 Additional Insurance Requirements

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

22.4.1 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).

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

22.5 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 except for normal renewal procedures. 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 the Arizona Department of Economic Security, Division of Medical Benefits and Department of Economic Security, Division of Medical Benefits and Eligibility, 1789 W. Jefferson St, 3rd Floor, NE, Mail Drop 3101, Phoenix, AZ 85007 or emailed to: DBMEcontracts@azdes.go

22.6 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.

22.7 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.

22.7.1 All such certificates of insurance and policy endorsements must be received by the State before work commences but after contract signing. 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.

mailto:DBMEcontracts@azdes.go

22.7.2 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.

22.7.3 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.

22.8 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 the Contract, proof from the Contractor that its subcontractors have the required coverage.

22.9 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.

22.10 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.

22.11 First-Party Limitation of Liability

22.11.1 LIMIT. Subject to the provisos that follow below and unless stated otherwise in the Special Terms and Conditions, State’s and Contractor’s respective first party liability arising from or related to the Contract is limited to the greater of $3,000,000 (three million dollars) or two (2) times the amount actually paid to Contractor for standard EBT processing (not including special programs) in the twelve (12) months immediately preceding the first event giving rise to the claim. If such event occurs before the Contractor has been paid for twelve (12) months, the limitation shall be the greater of $3,000,000 (three million dollars) or two (2) times the total of the amount actually paid and expected to be paid to Contractor in the rolling twelve (12) month period during which the event giving rise to the claim occurred. UNDER

NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,

INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES.

22.11.2 PROVISOS. This paragraph 22.11 limits liability for first party direct damages relating to the Contract regardless of the legal theory under which the liability is asserted. This paragraph 22.11 does not limit liability arising from any:

(a) Indemnified Claim against which Contractor has indemnified State Indemnitees; or

22.11.3 NO EFFECT ON INSURANCE. This limitation of liability does not modify the required coverage limits, terms, and conditions of, or any…