CTR063300_Contract_Documents.pdf

1st December 22

STATE OF ARIZONA

Department of Health Services

NOTICE OF REQUEST FOR PROPOSAL (RFP)

ARIZONA DEPARTMENT OF

HEALTH SERVICES

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

SOLICITATION NUMBER:

BPM004714 – PART 1, LOT 1, ROUND 1

SOLICITATION DUE DATE/TIME: October 27 2022 at 3:00:00 PM Local AZ Time

SUBMITTAL LOCATION: https://app.az.gov

DESCRIPTION: Medical Director for Breast Cancer Screening

PRE-OFFER CONFERENCE: THERE WILL BE NO PRE-OFFER CONFERENCE FOR THIS SOLICITATION.

In accordance with A.R.S. § 41-2534, competitive sealed proposals for the services specified will be received by the Arizona Department of Health Services (ADHS) online in the State of Arizona’s online procurement system, https://app.az.gov (Arizona Procurement Portal – APP). Proposals received by the due date and time will be opened. The name of each Offeror will be publicly available. Proposals must be submitted in the State APP system on or prior to the date and time indicated.

Late proposals will not be considered. It is the responsibility of the supplier/offeror to routinely check the APP website for Solicitation Amendments. Additional instructions for preparing an Offer are included in this solicitation.

With seventy-two (72) hours prior notice, persons with disabilities may request special accommodations such as interpreters, alternative formats, or assistance with physical accessibility. Such requests must be addressed to the Solicitation contact person named below.

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION CAREFULLY.

Solicitation Contact:

Procurement Officer: Brenda Prevost

Arizona Department of Health Services

Email: Brenda.Prevost@azdhs.gov

Phone: (480) 604-6428 https://app.az.gov/ https://app.az.gov/ mailto:Brenda.Prevost@azdhs.gov javascript:window.parent.navigate(%22/media_461531632/Arizona_State_Seal.html%22);

PART ONE (1) - Table of Contents

ARIZONA DEPARTMENT

OF HEALTH SERVICES

REQUEST FOR PROPOSAL No.: BPM004714

Medical Director for Breast Cancer Screening

*The following table of contents applies to all attachment documents in APP for this Solicitation*

SECTION CONTENT

Pre-Solicitation Documents Legal Notice

Part One (1) Notice Page

Table of Contents

Scope of Services

Special Terms and Conditions

Uniform Terms and Conditions

Part Two (2) Special Instructions to Offerors

Uniform Instructions to Offerors

Attachments located in APP Attachment A: Offer and Acceptance

Attachment B: Notices, Correspondence, Reports, and Payments

Attachment C: Designation of Confidential, Trade Secret and Proprietary

Attachment D: Participation if Boycott of Israel

Attachment E: Forced Labor of Ethnic Uyghurs Ban

Attachment F: References

PART ONE (1) - Scope of Services

OF HEALTH SERVICES

1. BACKGROUND

1.1 The Arizona Department of Health Services, (ADHS) Cancer Prevention and Control Programs, receives funding through a cooperative agreement with the Centers for Disease Control and Prevention (CDC) to provide a statewide breast and cervical cancer screening program, known as the Well Woman Healthcheck Program (WWHP). The WWHP is part of the National Breast and Cervical Cancer Early Detection Program (NBCCEDP), as authorized when the U.S. Congress passed the Breast and Cervical Cancer Mortality Prevention Act of 1990, Public Law 101-354. NBCCEDP is authorized under sections 1501-1508 and 1510 of the Public Health Service Act, as amended. The Act placed the responsibility for NBCCEDP with the United States Government’s CDC. It also provided the foundation of NBCCEDP policies and requirements with regard to program eligibility and operations in each state.

The NBCCEDP is a program to provide breast cancer screening services to women who are uninsured and/or underinsured and implement key evidence-based strategies to reduce structural barriers to screening within health systems.

1.2 The Breast and Cervical Cancer Mortality and Prevention Act of 1990 strictly prohibits use of NBCCEDP funds for cancer treatment. In October 2000, the U.S. Congress passed the Breast and Cervical Cancer Prevention and Treatment Act of 2000, Public Law 106-354. This law gives states the authority to provide optional Medicaid coverage to certain breast or cervical cancer patients. In the spring of 2001, the Arizona Legislature passed H.B. 2194 that authorizes the Arizona Health Care Cost Containment System (AHCCCS), effective January 1, 2002, to provide cancer treatment for certain women diagnosed through the WWHP with breast cancer, pre-cancerous cervical lesions and cervical cancer.

To be eligible for treatment, women must be screened through the WWHP on or after April 1, 2001, be under the age of sixty-five (65), a resident of Arizona, have no credible health insurance coverage, and be a U.S. citizen or qualified alien.

1.3 In Arizona, uninsured women diagnosed with breast or cervical cancer on or after August 2, 2012, may be able to receive comprehensive treatment through the Breast and Cervical Cancer Treatment Program (BCCTP) provided by the AHCCCS, due to a change in Arizona law (ARS 36.2901.05). Prior to this change, only women that were screened and diagnosed through the WWHP qualified for the BCCTP. The new law allows for all women that meet the qualifications of the BCCTP, but were diagnosed outside of WWHP to enroll in the treatment program.

2. OBJECTIVE

The objective is to Contract with a Medical Director for Breast Cancer Screening hereinafter referred to as “Medical Director” with relevant expertise in breast cancer screening to serve as a clinical consultant throughout the five (5) year funding period for the WWHP.

3. SCOPE OF SERVICE

The Medical Director shall:

3.1 Provide approximately 110 hours of service per year;

3.2 Chart and review for screening and diagnostic decisions;

3.3 Provide education to WWHP contractors, including medial staff and ADHS WWHP staff;

3.4 Provide medical protocol design;

3.5 Provide physician discipline decisions;

3.6 Provide technology advisory decisions; and

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3.7 Provide Medical advisory board facilitation.

4. REQUIREMENTS

4.1 For the life of the Contract, hold and provide a copy of the Medical Doctor degree and provide proof of current license and be currently licensed under the provisions of the Arizona Revised Statues, Title 32, Chapter 13 or 17; Title 32, - Professions and Occupations, Chapter 13, Medicine and Surgery or Chapter 17, Osteopathic Physicians and Surgeon, Medicine and Surgery or Chapter 17, Osteopathic Physicians and Surgeons;

4.2 Be board certified in Arizona and hold and provide a copy of certification from the American Board of Surgery;

4.2.1 A preference will be given to Medical Directors which specialize in Breast Surgery;

4.3 Have three (3) to five (5) years of experience providing surgical consultation related to breast health issues and surgical interventions for breast cancer; and

4.4 Have knowledge in medical coding and reimbursement related to breast health screening and diagnostic management.

5. TASKS

With the assistance of ADHS WWHP staff, the Medical Director shall:

5.1 On an as needed basis:

5.1.1 Provide clinical oversight in regards to breast cancer aspects of the program, specifically the screening, and diagnostic services provided by WWHP Contractor staff to include; nurse practitioners, physician assistants, physicians, laboratory technicians, radiologists, and surgeons,

5.1.2 Help establish and strengthen the quality assurance and professional development components of the WWHP, by providing clinical consultation and guidance to the state’s WWHP staff and local providers,

5.1.3 Act as a resource to the state WWHP staff for clinical questions of medical appropriateness, utilization, quality of service and provide technical assistance,

5.1.4 Be available for consultation via conference call with ADHS to review clinical issues, review prior authorization requests, and provide guidance related to clinical care,

5.1.5 Collaborate with the WWHP to assist with promoting the program and breast cancer issues within appropriate professional groups,

5.1.6 Assist program staff with the development or review of clinical policies and procedures,

5.1.7 Answer questions and provide education about breast cancer screening and diagnostic techniques, interpretation of results, and other clinical issues related to breast cancer screening, diagnosis and treatment including but not limited to, consultation and/or professional development for screening site providers and staff, OF HEALTH SERVICES

5.1.8 Develop and maintain an active role in related professional groups (i.e.: surgical diagnostic groups, or screening and treatment associations) to share information about program services and seek assistance from providers and professional groups in finding critical resources for the program, and

5.1.9 Advise ADHS staff on WWHP’s use of Current Procedural Terminology (CPT) and Medicare Part B reimbursement;

5.2 On a monthly basis:

5.2.1 Participate in meetings in person or via conference call, with the ADHS regarding case discussions;

5.3 On a quarterly basis:

5.3.1 Review site-based quality assurance reports and data indicators with regard to the clinical guidelines, to identify potential areas for quality improvement,

5.3.2 Attend quarterly WWHP meetings to communicate opportunities for improvement and discuss with provider sites and WWHP Contractor staff; and

5.3.3 Present current clinical updates and/or quality assurance issues at WWHP Quarterly Contractor Meetings;

5.4 On a bi-annual basis:

5.4.1 Serve on the Medical Advisory Board; and

5.5 On an annual basis:

5.5.1 Review Clinical Guidelines for necessary edits and, if needed, draft new language.

6. STATE PROVIDED ITEMS

ADHS will provide:

6.1 WWHP Operates Manual and Clinical Guidelines;

6.2 On request, Program data for quality assurance purposes; and

6.3 Program Minimum Data Element Reports and CDC Feedback Reports.

7. APPROVALS

7.1 Receive ADHS WWHP approval prior to publishing any information from the WWHP program; and

7.2 Notify ADHS of any potential conflicts of interest that may arise.

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8. DELIVERABLES

The Contractor shall submit:

8.1 A Contractors Expenditure Report (CER) and supporting documentation within thirty (30) days after the end of each month to the ADHS WWHP Director;

8.2 All prior authorization requests to include approvals or denials within seven (7) calendar days of receipt of the request; and

8.3 A current and valid Certificate of Insurance (COI) exactly as written in the Special Terms and Conditions within ten (10) days of Contract award. The COI shall be provided on an annual basis through the Term of the Contract. A Purchase Order will not be issued for services to be performed without a valid and current COI on file with ADHS.

9. NOTICES, CORRESPONDENCE REPORTS AND INVOICES

9.1 All notices, correspondences, and reports from the Contractor to ADHS shall be sent electronically via email to polar.akoi@azdhs.gov

Polar S Akoi polar.akoi@azdhs.gov Arizona Department of Health Services Well Woman Health Check Program Attn: Cancer Program Administrator 150 North 18th Avenue, Suite 310 Phoenix, AZ 85007 Phone: 602 542-1222

9.2 A Contractors Expenditure Report (CER) shall be sent to invoices@azdhs.gov and cc Cancer Program

Administrator

9.3 AUTOMATED CLEARING HOUSE. ADHS may pay invoices for some or all Orders through an Automated Clearing House (ACH). In order to receive payments in this manner, the Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days after the effective date of the Contract. The form is available online at: https://gao.az.gov/sites/default/files/GAO- 618%20ACH%20Authorization%20Form%20101019.pdf

9.3.1 ACH Vendor Authorization Form shall be emailed to Vendor.Payautomation@azdoa.gov mailto:polar.akoi@azdhs.gov mailto:polar.akoi@azdhs.gov mailto:invoices@azdhs.gov https://gao.az.gov/sites/default/files/GAO-618%20ACH%20Authorization%20Form%20101019.pdf https://gao.az.gov/sites/default/files/GAO-618%20ACH%20Authorization%20Form%20101019.pdf mailto:Vendor.Payautomation@azdoa.gov

PART ONE (1) - Special Terms and Conditions

HEALTH SERVICES

150 North 18th Ave, Suite 530

SPECIAL TERMS AND CONDITIONS

1. PURPOSE

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

2. TERM OF CONTRACT (1 YEAR)

The term of any resultant Contract shall commence upon final signature, and shall continue for a period of one

(1) year thereafter, unless terminated, canceled, or extended as otherwise provided herein.

3. CONTRACT EXTENSIONS 5 YEAR MAXIMUM

The Contract term shall begin as specified in the section Two (2) above, and shall continue for a period of one

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

4. CONTRACT TYPE

X Fixed Price

5. LICENSES

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

6. KEY PERSONNEL

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

6.1 The Contractor agrees that, once assigned to work under this Contract, key personnel shall not be removed or replaced without written notice to the State. Such notice shall be given thirty (30) days prior to the reassignment or personnel’s last day assigned to the Contract.

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

6.3 The State Agency reserves the right to review resumes and participate in interviews for the hiring of any staff assigned to this Contract. Further, the State Agency reserves the right to deny or refuse any offered replacement personnel by the Planning Contractor.

7. POINT OF CONTACT

7.1 It is essential that the Contractor provide a Point of Contact, capable of and devoted to the successful accomplishment of work to be performed under this Contract. The Contractor must agree to assign a specific individual to serve as a primary day-to-day contact.

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

7.3 If the Point of Contact is not available for work under this Contract for a continuous period exceeding thirty

(30) calendar days, or is expected to devote substantially less effort to the work than initially anticipated, the Contractor shall immediately notify the State, and shall, subject to the concurrence of the State, replace such personnel with personnel of substantially equal ability and qualifications.

8. MOST-FAVORED CUSTOMER

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

9. NON-EXCLUSIVE CONTRACT

Any contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of the State of Arizona. The State reserves the right to obtain like goods or services from another source when necessary, or when determined to be in the best interest of the State.

10. VOLUME OF WORK

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

11. INFORMATION DISCLOSURE

The Contractor shall establish and maintain procedures and controls that are acceptable to the State for the purpose of assuring that no information contained in its records or obtained from the state or from others in carrying out its functions under the Contract shall be used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting such information should be referred to the State.

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

12. EMPLOYEES OF THE CONTRACTOR

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

13. ORDER PROCESS

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

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14. CONTRACTOR PERFORMANCE REPORTS

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

15. PAYMENT PROCEDURES

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

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

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

16. FINANCIAL MANAGEMENT

16.1 For all contracts, the practices, procedures, and standards specified in the State of Arizona Accounting

Manual https://gao.az.gov/publications/SAAM/ and required by the Arizona Department of Health Services and Guidance for Federal Grant Award Management Manual shall be used by the Contractor in the management of contract funds and by the ADHS when performing a contract audit.

https://azdhs.gov/documents/operations/financial-services/bluebook-2018.pdf The contractor also agrees to abide by the rules as outlined by 2 CFR 200 Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards. Funds collected by the Contractor in the form of fees, donations, and/or charges for the delivery of these contract services shall be accounted for in a separate fund.

https://ecfr.io/Title-02/cfr200_main

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

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

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

17. INSPECTION AND ACCEPTANCE

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

javascript:window.parent.navigate(%22/media_461531632/Arizona_State_Seal.html%22);

https://gao.az.gov/publications/SAAM/ https://azdhs.gov/documents/operations/financial-services/bluebook-2018.pdf https://ecfr.io/Title-02/cfr200_main

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18. AUTHORIZATION FOR SERVICES

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

19. INDEMNIFICATION CLAUSE

19.1 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.

19.2 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.

20. INSURANCE REQUIREMENTS

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

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

20.3 Minimum Scope and Limits of Insurance

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

20.3.1 Commercial General Liability (CGL) – Occurrence Form

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

20.3.1.1 General Aggregate $2,000,000.00

20.3.1.1.1 Products – Completed Operations Aggregate $1,000,000.00

20.3.1.1.2 Personal and Advertising Injury $1,000,000.00

20.3.1.1.3 Damage to Rented Premises $ 50,000.00

20.3.1.1.4 Each Occurrence $1,000,000.00

20.3.1.2 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.

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

20.3.2 Business Automobile Liability

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

20.3.2.1.1 To Combined Single Limit (CSL) $1,000,000.00

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

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

20.3.2.3 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

20.3.3 Workers; Compensation and Employers’ Liability

20.3.3.1 Workers Compensation Statutory

20.3.3.2 Employers’ Liability

20.3.3.2.1 Each accident $1,000,000.00

20.3.3.2.2 Disease – Each employee $1,000,000.00

20.3.3.2.3 Disease – Policy Limit $1,000,000.00

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

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agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents and employees for losses arising

20.3.3.4 This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23.901 and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

20.3.4 Professional Liability (Errors and Omissions Liability)

20.3.4.1 Each Claim $2,000,000.00

20.3.4.2 Annual Aggregate $2,000,000.00

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

20.3.6 The policy shall cover professional misconduct or negligent acts for those positions defined in the Scope of Work of this contract.

20.4 Additional Insurance Requirements

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

20.4.1 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).

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

20.5 Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, or hand delivered to Arizona Department of Health Services, 150 N 18th Ave, Suite 260, Phoenix, AZ 85007.

20.6 Acceptability of Insurers

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

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

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20.7 Verification of Coverage

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

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

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

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

20.8 Subcontractors

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

20.9 Approval and Modifications

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

20.10 Exceptions

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

21. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996

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

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21.2 If applicable, and requested by the ADHS Procurement Office, Contractor agrees to sign a “Pledge To Protect Confidential Information” and to abide by the statements addressing the creation, use and disclosure of confidential information, including information designated as protected health information and all other confidential or sensitive information as defined in policy. In addition, if requested, Contractor agrees to attend or participate in HIPAA training offered by ADHS or to provide written verification that the Contractor has attended or participated in job related HIPAA training that is: (1) intended to make the Contractor proficient in HIPAA for purposes of performing the services required and (2) presented by a HIPAA Privacy Officer or other person or program knowledgeable and experienced in HIPAA and who has been approved by the ADOA-ASET Arizona State Chief Information Security Officer and HIPAA Coordinator.

22. PANDEMIC CONTRACTUAL PERFORMANCE

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

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

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

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

22.2 In the event of a pandemic, as declared by the Governor of Arizona, U.S. Government, or the World Health Organization, which makes performance of any term under this Contract impossible or impracticable, the State shall have the following rights:

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

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

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

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

23. Unique Entity Identifier (UEI)

Pursuant to 2 CFR 25.100 et seq., no entity (defined as a Governmental organization, which is a State, local government, or Indian tribe; foreign public entity; domestic or foreign nonprofit organization; domestic or foreign for-profit organization; or Federal agency, but only as a sub-recipient under an award or sub-award to a non-Federal entity) may receive a sub-award from ADHS unless the entity provides its Unique Entity Identifier Number to ADHS.

The number can be created in SAM.gov. If already registered the UEI has been assigned and can be viewed in SAM.gov

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24. NEW SERVICES

The State, at its sole discretion may allow new services identified by the Contractor or ADHS to be incorporated.

The request may be submitted at any time during the Contract period. The requested services shall align with the current Scope of Work, Requirements, Deliverables, and Price List.

25. THE FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA OR TRANSPARENCY ACT

- P.L.109-282, AS AMENDED BY SECTION 6202(A) OF P.L. 110-252), FOUND AT HTTPS://WWW.FSRS.GOV/

If applicable, the subrecipient or sub-awardee is required to abide by the Federal Funding Accountability and Transparency Act (FFATA or Transparency Act – P.L. 109-282, as amended by section 6202(a) of P.L. 110-252), found at https://www.fsrs.gov/. The associated Grant Reporting Certification Form and completion instructions will be sent to the subrecipient from ADHS Program(s) responsible for the specific contract. The subrecipient or sub-awardee must return the completed form to ADHS Program(s) by the 15th of the month following that in which the award was received. Failure to complete a required Grant Reporting Certification Form may result in loss of funding.

26. TRANSITION ACTIVITIES

26.1 The Contractor shall support the transfer of the Evaluation Reports at the conclusion of its Contract;

26.2 Upon termination of this Contract, if ADHS anticipates a continued need for the Contract Services specified herein and a contract is awarded to a new Contractor, there shall be a transition of services period of not less than thirty (30) days. During this period, the existing Contractor shall work closely with the new Contractor, or Contractors, personnel and/or staff to ensure a smooth and complete transfer of duties and responsibilities;

26.3 An authorized representative from ADHS shall coordinate all transition activities. A transition plan will be developed in conjunction with the outgoing Contractor to assist the new Contractor, or Contractors, personnel and/or staff to implement the transfer of duties;

26.4 ADHS reserves the right to determine which projects nearing completion will remain with the current

Contractor of record.

26.5 The Contractor shall return all ADHS equipment, reports, and any other documentation developed during the term of the Contract that ADHS deems necessary to maintain ongoing operations.

27. CONTRACTING; PROCUREMENT; INVESTMENT; PROHIBITIONS

27.1 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.

27.2 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.

27.3 Contractor hereby certifies that it is not currently engaged in, and will not for the duration of this Contract engage in, a boycott of Israel as defined by A.R.S. § 35-393.01. Violation of this certification by Contractor may result in action by the State up to and including termination of this Contract.

https://www.fsrs.gov/ https://www.fsrs.gov/

Part ONE (1) Uniform Terms and Conditions

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Updated: July 1, 2013

UNIFORM TERMS AND CONDITIONS

1. DEFINITION OF TERMS

As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows:

1.1 “Attachment” means any item the Solicitation requires the Offeror to submit as part of the Offer.

1.2 “Contract” means the combination of the Solicitation, including the Uniform and Special Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments.

1.3 "Contract Amendment" means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract.

1.4 “Contractor” means any person who has a Contract with the State.

1.5 “Days” means calendar days unless otherwise specified.

1.6 “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the

Solicitation.

1.7 “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received.

1.8 “Materials” means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space.

1.9 “Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract.

1.10 “Services” means the furnishing of labor, time or effort by a contractor or subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements.

1.11 “Subcontract” means any Contract, express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or any service required for the performance of the Contract.

1.12 “State” means the State of Arizona and Department or Agency of the State that executes the Contract.

1.13 “State Fiscal Year” means the period beginning with July 1 and ending June 30.

2. CONTRACT INTERPRETATION

2.1 Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.2.2.

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2.2 Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it.

2.3 Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the State and as they may be amended, the following shall prevail in the order set forth below:

2.3.1 Special Terms and Conditions;

2.3.2 Uniform Terms and Conditions;

2.3.3 Statement or Scope of Work;

2.3.4 Specifications;

2.3.5 Attachments;

2.3.6 Exhibits;

2.3.7 Documents referenced or included in the Solicitation.

2.4 Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract.

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

2.6 No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding.

2.7 No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it.

3. CONTRACT ADMINISTRATION AND OPERATION

3.1 Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each subcontractor to retain all data and other “records” relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

3.2 Non-Discrimination. The Contractor 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.

3.3 Audit. Pursuant to ARS § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor’s or any subcontractor’s books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract.

3.4 Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, subcontractor facilities and the Contractor’s processes or services, at reasonable times for inspection of the facilities or materials covered under this Contract. The State shall also have the right to test, at its own

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cost, the materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor materials testing shall constitute final acceptance of the materials or services. If the State determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.

3.5 Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise stated in the Contract. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary.

3.6 Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

3.7 Property of the State. Any materials, including reports, computer programs and other deliverables, created under this Contract are the sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State.

3.8 Ownership of Intellectual Property. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of this contract and any related subcontract (“Intellectual Property”), shall be work made for hire and the State shall be considered the creator of such Intellectual Property. The agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract shall own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property throughout the world.

Contractor shall notify the State, within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the State and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the State. The Intellectual Property shall not be disclosed by contractor or its subcontractor(s) to any entity not the State without the express written authorization of the agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract.

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