CTR072865_Contract_Documents.pdf

ATTACHMENT A

OFFER AND ACCEPTANCE ARIZONA DEPARTMENT OF

HEALTH SERVICES

150 North 18th Avenue, Suite 530

Phoenix, AZ 85007INVITATION FOR BID NO.: BPM006067

VISION SCREENING TOOLKIT COMPONENTS

OFFER

TO THE STATE OF ARIZONA:

The Undersigned hereby offers and agrees to provide Kits in compliance with all terms, conditions, specifications, and amendments in the Solicitation and any written exceptions in the Offer.

Offeror company name Signature of person authorized to sign Offer

Address Printed name and title

City, State, ZIP Contact name and title

CERTIFICATION: By signature in the above, Offeror certifies that it: Contact email address Contact phone number

1. Will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive Orders 2023-09, 2023-01, 2009-09 or A.R.S. §§ 41-1461 through 41-1465;

2. Has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Offer with a false statement will void the Offer, any resulting contract, and may be subject to legal penalties under law;

3. Complies with A.R.S. § 18-132 when offering electronics or information technology products, services, or maintenance;

4. Has submitted this Offer as a firm offer for 180 days following the Solicitation due date and time per the Instructions to Offers;

5. Did not and will not involve collusion or other anti-competitive practices;

6. Is not debarred from, or otherwise prohibited, from participating in any contract awarded by federal, state, or local government; and

7. For use in Requests for Quotation only, certifies that the above referenced organization ___ IS / ___ IS NOT a small business with less than 100 employees or has gross revenues of $4 million or less.

ACCEPTANCE OF OFFER

The Offer is hereby accepted.

The Contractor is now bound to sell the Materials or Services listed by the attached contract and based upon the Solicitation, including all terms, conditions, specifications, amendments, etc., and the Contractor’s Offer as accepted by the State.

The Contract shall henceforth be referred to as Contract No.

The effective date of the Contract is

The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this contract until Contractor receives purchase order, contract release document, or written notice to proceed.

State of Arizona Awarded this Day of 20

Procurement Officer signature

Signature of person autho ptions in the Offer.

25th July 24

Gina Corwin Digitally signed by Gina Corwin Date: 2024.07.25 15:28:43 -07'00'

SOLICITATION REQUIREMENTS

TABLE OF CONTENTS ARIZONA DEPARTMENT

OF HEALTH SERVICES

150 North 18th Avenue, Suite 530

Phoenix, AZ 85007

INVITATION FOR BID NO.: BPM006067

VISION SCREENING TOOLKIT COMPONENTS

*The following Table of Contents applies to all attachment documents in APP for this Solicitation*

Solicitation Requirements Notice Page

Table of Contents

Scope of Work

Special Terms and Conditions

Uniform Terms and Conditions

Solicitation Instructions Table of Contents

Special Instructions to Bidders

Uniform Instructions to Bidders

Attachments Located in APP Attachment A: Offer and Acceptance

Attachemtn B: Notices, Correspondence and Payments

Attachmnent C: Designation of Confidential, Trade Secret & Proprietary Information

Attachment D: Participation if Boycott of Israel

Attachment E: Forced Labor of Ethnic Uyghurs Ban

Attachment F: Proposed Subcontractors javascript:window.parent.navigate(%22/media_461531632/Arizona_State_Seal.html%22);

SCOPE OF WORK ARIZONA DEPARTMENT OF

HEALTH SERVICES

I. SCOPE OF WORK

1. BACKGROUND

1.1. The Arizona Department of Health Services (ADHS) Sensory Screening Program supports Arizona schools by providing hearing and vision screening devices, aiding compliance with legislative mandates. ARS 36-

899.10 requires schools to complete annual visions screenings which it defines as “using a vision screening methodology approved or prescribed by rules adopted by the department pursuant to this section that, as age appropriate, include the evaluation of visual acuity, depth perception and color vision and that may include refraction.

1.2. The Sensory Screening Program’s equipment loan program ensures that schools who do not own their own equipment are still able to access the resources necessary to complete these screenings.

1.3. Recommendations from the American Academy of Pediatrics (AAP) and the American Association of Pediatric

Ophthalmology and Strabismus (AAPOS), state that children aged one (1) to five (5) should also receive hearing and vision screenings. In support of these best practice recommendations, the ADHS Sensory Screening Program lends hearing and vision screening equipment to early childhood education programs conducting screenings on this age group.

2. OBJECTIVE

The ADHS is seeking a Contractor to supply and deliver to the ADHS Health Program Manager, Sensory Program as needed vision screening tools for use by schools and early childhood programs to conduct vision screenings on children in Arizona in line with ARS 36-899.10.

3. BRAND NAME OR EQUIVALENT

3.1. This is a “Brand Name or Equivalent” Specification, as set forth under the A.R.S. 41-2561, A.A.C., Section R2-

7-403. Other makes/models with equal performance, and conformance to the Specification, will be considered.

Documentation of equivalency must be provided with the Bid submitted.

3.2. The use of a brand name is for the purpose of describing the standard of quality, performance, and characteristics desired and is not intended to limit or restrict competition.

4. SCOPE OF SERVICES / SPECIFICATIONS

4.1. The ADHS wishes to purchase age appropriate near and distance visual acuity charts, color vision screening tests, stereopsis screening tests, and additional necessary screening materials such as occlouders, pointers, and tape measures for use by educational programs and schools who do not have vision screening equipment to perform annualvision screenings on children in Arizona.

4.2. The ADHS reserves the right to order any quantity which the Program deems necessary at Contract award and for the life of the Contract.

5. TASKS

The Contractor shall:

5.1. Provide the items listed below, in quantities as specified on issued Purchase Orders:

5.1.1. Dr. Lea Hyvärinen, MD, PhD (LEA) Symbols Proportional-Spaced Set, Model Number 259300, or https://www.azleg.gov/arsDetail/?title=36 https://www.azleg.gov/arsDetail/?title=36 https://www.azleg.gov/arsDetail/?title=36

SCOPE OF WORK

ARIZONA DEPARTMENT OF

HEALTH SERVICES

equivalent.

5.1.2. Sloan Letters Proportionally-Spaced 9” x 14”, 10 Ft. Distance Chart, Model Number 600705, or equivalent.

5.1.3. Hand Pointers, Model Number LER1958, or equivalent.

5.1.4. Tape Measure, Model Number 30485, or equivalent.

5.1.5. Eyes Checked Stickers, Model Number ANEY, or equivalent.

5.1.6. Spiral-bound, multi-sided, near eye charts with attached sixteen (16)-inch cord, Model Number 746000, or equivalent.

5.1.7. Black hand-held flip paddle occluder for children aged ten (10) and older and adults who will not tolerate patches, Model Number 700545, or equivalent.

5.1.8. Children’s occluder glasses for children under age ten (10) years who will not tolerate patches, Model Number 594500, or equivalent.

5.1.9. Random Dot Butterfly stereopsis test with intermediate-sized polarized glasses, Model Number

SO005 Butterfly, or equivalent.

5.1.10. Sixteen (16)-Plate Pseudoisochromatic color vision test, Model Number 1413, or equivalent.

5.1.11. Storage Bag sufficient to contain all items, Model SB-15 with dimensions twenty incehes (20") Hieght x thirteen and a half inches (13.5") Depth x six inches (6") Width (Opening), or eqivalent.

5.1.12. Additional related items may be added based upon the need of the program. ADHS will request a quote for these additional item.

6. REQUIREMENTS

6.1. The Contractor shall submit:

6.1.1. Certificate of Liability Insurance (COI) within ten (10) days of notice of Contract Award that meets the written specifications in the Special Terms and Conditions. COI shall be renewed annually and automatically sent to the ADHS Procurement Office. ADHS will not be able to issue a Purchase Order for the commencement and continuation of services without a current and valid COI on file with the Procurement Office.

6.1.2. A specification sheet for each line item.

6.1.3. Packing slip with each shipment, referencing the Contract and the Purchase Order number.

7. DELIVERABLES

7.1. Contractor’s invoice shall be submitted no later than the close of business on the twenty-first (21st) business day of each month, following the month of service. The Contractor Manager, or Designee, shall approve the invoice. Approved invoices shall be paid by ADHS within thirty (30) days of receipt.

SCOPE OF WORK

ARIZONA DEPARTMENT OF

HEALTH SERVICES

8. NOTICES, CORRESPONDENCE, REPORTS AND INVOICES

8.1. Notices and Correspondence from the Contractor to ADHS shall be sent to:

Morgan Scadden Health Program Manager, Sensory Program Arizona Department of Health Services 150 N 18th Ave, Suite 320 Phoenix, AZ 85007 Email: morgan.scadden@azdhs.gov Phone: 602-364-1454 Fax: 602-364-1496

8.2. Invoices shall be sent to invoices@azdhs.gov.

8.3. AUTOMATED CLEARING HOUSE

8.3.1. 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/publications/forms.

8.3.2. ACH Vendor Authorization Form shall be emailed to Vendor.Payautomation@azdoa.gov mailto:morgan.scadden@azdhs.gov mailto:invoices@azdhs.gov https://gao.az.gov/publications/forms file:///C:/Users/Pickerd/Downloads/Payautomation@azdoa.gov

SEPCIAL TERMS AND CONDITIONS

ARIZONA DEPARTMENT OF

HEALTH SERVICES

II. 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, Department of Health Services (ADHS) intends to establish a Contract for the materials or services as listed herein.

2. Term of Contract (1 Year)

The term of any resultant Contract shall commence 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 begins upon award 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. Information Disclosure

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

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

7. Key Personnel

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

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

10.3. Key personnel who 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.

8. Most-Favored Customer

ARIZONA DEPARTMENT OF

HEALTH SERVICES

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 Arizona Department of Health Services does not guarantee a specific amount of work either for the life of the Contract or on an annual basis.

11. Employees of the Contractor

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

12. Order Process

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

13. Vendor Performance Reports

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

14. Payment Procedures

17.1. ADHS accounting will not make payments to any Entity, Group or individual other than the Vendor with the

Federal Employer Identification (FEI) Number identified in the Contract. Vendor invoices requesting payment to any Entity, Group or individual other than the contractually specified Vendor shall be returned to the Vendor for correction.

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

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

ARIZONA DEPARTMENT OF

HEALTH SERVICES

Vendor.

15. Financial Management

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

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

Funds collected by the Contractor in the form of fees, donations and/or charges for the delivery of these

Contract services shall be accounted for in a separate fund.

15.2. State Funding. Contractors receiving state funds under this Contract shall comply with the certified compliance provisions of A.R.S. § 35-181.03.

15.3. Federal Funding. Contractors receiving federal funds under this Contract shall comply with the certified finance and compliance audit provision of the Office of Management and Budget (OMB) Uniform

Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR 200), if applicable. The federal financial assistance information shall be stated in a Change Order or Purchase

Order.

16. Inspection and Acceptance

All services, data and required reports are subject to final inspection, review, evaluation and acceptance by the ADHS.

The ADHS may withhold payment for services that are deemed to not meet Contract standards.

17. Authorization for Services

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

18. Indemnification Clause

18.1. 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

ARIZONA DEPARTMENT OF

HEALTH SERVICES

for losses arising from the work performed by the Contractor for the State of Arizona.

18.2. 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.

19. Insurance Requirements

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.

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.

19.1. Minimum Scope and Limits of Insurance

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

19.1.1. 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

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

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

19.1.2. Business Automobile Liability

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

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

19.1.2.1. 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

ARIZONA DEPARTMENT OF

HEALTH SERVICES

out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor.

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

19.1.3. Workers’ Compensation and Employers' Liability

• Workers' Compensation Statutory

• Employers' Liability o Each Accident $1,000,000 o Disease – Each Employee $1,000,000 o Disease – Policy Limit $1,000,000

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

19.1.3.2. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

19.2. Additional Insurance Requirements

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

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

621 (E).

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

19.3. Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number).

ARIZONA DEPARTMENT OF

HEALTH SERVICES

19.4. 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.

19.5. 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.

19.5.1. 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.

19.5.2. 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.

19.5.3. 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.

19.6. 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.

19.7. 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.

19.8. 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.

ARIZONA DEPARTMENT OF

HEALTH SERVICES

20. 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 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.

20.2. If requested by the ADHS Procurement Office, Contractor agrees to sign a “Pledge To Protect Confidential

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

Arizona State Chief Information Security Officer and HIPAA Coordinator.

21. New Products/Services Language

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

22. Unique Entity Identifier (UEI) Requirement

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

23. Pandemic Contractual Performance

23.1. 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 any time prior or post award of a Contract. At a minimum, the pandemic performance plan shall include:

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

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

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

ARIZONA DEPARTMENT OF

HEALTH SERVICES

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

Organization, which makes performance of any term under this Contract impossible or impracticable, the

State shall have the following rights:

23.2.1. 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;

23.2.2. 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

23.2.3. 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).

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

24. 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.

25. Transition Activities

25.1. The Contractor shall support the transfer of goods and services to the new Contractor at the conclusion of its Contract;

25.2. 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;

25.3. 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;

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

Contractor of record.

25.5. 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.

26. Contracting; Procurement; Investment; Prohibitions

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

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

ARIZONA DEPARTMENT OF

HEALTH SERVICES

is not currently engaged in, and agrees for the duration of the contract to not engage in, a boycott of Israel.

26.2. 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. Fraud, Waste, and Abuse

27.1. ADHS requires all employees to abide by the State’s Personnel System Rules, R2-5A-501; Standards of

Conduct which includes maintaining high standards of honesty, integrity, and impartiality, free from personal considerations and/or favoritism, and Code of Conduct for individuals engaged in Accounting, Financial and

Budgeting Activities which depicts the moral, ethical, legal and professional aspects of personal conduct.

ADHS requires the same conduct of its consultants, vendors, contractors, subrecipients, or persons doing business with the agency.

27.2. Any State employee, consultant, vendor, contractor or subrecipient or person doing business with the

Agency who receives a report of improper activity must report the information within one (1) business day.

Note: Federal Award policy denotes awardees must disclose, in a timely manner, in writing to ADHS all violations of Federal Criminal Law, involving fraud, bribery, or gratuity violations potentially affecting Federal

Awards.

27.3. Anyone suspecting Fraud, Waste, or Abuse related to ADHS activities are required to report Fraud, Waste, or abuse through any of the following reporting channels:

27.3.1. ADHS Ethics Action Hotline at (602) 542-2347.

27.3.2. ADHS Ethics Action Email at reportethics@azdhs.gov.

27.3.3. General Accounting Office (GAO) Fraud Reporting Email at reportfraud@azdoa.gov to report Fraud, Waste, or Abuse incidents.

mailto:reportethics@azdhs.gov mailto:reportfraud@azdoa.gov

UNIFORM TERMS AND CONDITIONS

ARIZONA DEPARTMENT OF

HEALTH SERVICES

150 North 18th Avenue, Suite 530

Phoenix, AZ 85007 INVITATION FOR BID NO.: BPM006067

Uniform Terms and Conditions | Revision No. 10.5 | Revised 03-24 | Page 15 of 27

III. 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. “AI” means the science and engineering of making machines capable of performing tasks that are typically associated with human intelligence, such as learning and problem-solving, and includes without limitation: AI systems, classic AI, external AI, generative AI, and large language model (LLM) AI.

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

1.3. “Contract” means the combination of the Solicitation, including the 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.

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

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

1.6. “Data” means recorded information, regardless of form or the media on which it may be recorded. The term may include technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

1.7. “Days” means calendar days unless otherwise specified.

1.8. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation generally containing maps, schematics, examples of reports, or other documents that will be used to perform the requirements of the Scope of Work after contract award.

1.9. “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.

1.10. “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.

1.11. “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.

1.12. “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.

1.13. “State” means any department, commission, council, board, bureau, committee, institution, agency, government corporation or other establishment or official of the executive branch or corporation commission of the State of Arizona that executes the Contract.

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

150 North 18th Avenue, Suite 530

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1.15. “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 Materials or any Services required for the performance of the Contract.

1.16. “Subcontractor” means a person who contracts to perform work or render Services to a Contractor or to another Subcontractor as a part of a Contract with the State.

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. 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; then

2.3.7. Any other documents referenced or included in the Solicitation including, but not limited to, any Bid or Offer documents provided by the Contractor that do not fall into one of the above categories.

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 Parol 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.

150 North 18th Avenue, Suite 530

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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 any and all Data and other “records” relating to the acquisition and performance of the Contract for a period of five (5) 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 Nos. 2023-09, 2023-01, 2009-09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. Contractor shall include these provisions in contracts with Subcontractors when required by Federal or State law.

3.3. Audit. Pursuant to A.R.S. § 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 as required under A.R.S. § 41-2547. The State shall also have the right to test, at its own 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, stated in the Contract, or listed on the State’s eProcurement system. 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. Continuous Improvement. Contractor shall recommend continuous improvements on an on-going basis in relation to any Materials and Services offered under the Contract, with a view to reducing State costs and improving the quality and efficiency of the provision of Materials or Services. State may require Contractor to engage in continuous improvements throughout the term of the Contract.

3.8. Other Contractors. State may undertake on its own or award other contracts to the same or other suppliers for additional or related work. In such cases, the Contractor shall cooperate fully with State employees and such other suppliers and carefully coordinate, fit, connect, accommodate, adjust, or sequence its work to the related work by others. Where the Contract requires handing-off Contractor’s work to others, Contractor shall cooperate as State instructs regarding the necessary transfer of its work product, Materials, Services, or records to State or the other suppliers. Contractor shall not commit or permit any act that interferes with the State’s or other suppliers’ performance of their work, provided that, State shall enforce the foregoing section equitably among all its suppliers so as not impose an unreasonable burden on any one of them.

150 North 18th Avenue, Suite 530

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3.9. Ownership of Intellectual Property

3.9.1. Rights In Work Product. All intellectual property originated or prepared by Contractor pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual copyrights, trademarks, trade names, trade secrets, technical communications, records reports, computer programs and other documentation or improvements thereto, including Contractor’s administrative communications and records relating to the Contract, are considered work product and Contractor’s property, provided that, State has Government Purpose Rights to that work product as and when it was delivered to State.

3.9.2. “Government Purpose Rights” are:

3.9.2.1. the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide right to use, modify, reproduce, release, perform, display, sublicense, disclose and create derivatives from that work product without restriction for any activity in which State is a party;

3.9.2.2. the right to release or disclose that work product to third parties for any State government purpose; and the right to authorize those to whom it rightfully releases or discloses that work product to use, modify, release, create derivative works from the work product for any State government purpose; such recipients being understood to include the federal government, the governments of other states, and various local governments.

3.9.2.3. the right to authorize those to whom it rightfully releases or discloses that work product to use, modify, release, create derivative works from the work product for any State government purpose;

such recipients being understood to include the federal government, the governments of other states, and various local governments.

3.9.3. “Government Purpose Rights” do not include any right to use, modify, reproduce, perform, release, display, create derivative works from or disclose that work product for any commercial purpose, or to authorize others to do so.

3.9.4. Joint Developments. The Contractor and State may each use equally any ideas, concepts, know-how, or techniques developed jointly during the course of the Contract, and may do so at their respective discretion, without obligation of notice or accounting to the other party.

3.9.5. Pre-existing Material. All pre-existing software and other Materials developed or otherwise obtained by or for Contractor or its affiliates independently of the Contract or applicable Purchase Orders are not part of the work product to which rights are granted State under subparagraph 3.9.1 above, and will remain the exclusive property of Contractor, provided that:

3.9.5.1. any derivative works of such pre-existing Materials or elements thereof that are created pursuant to the Contract are part of that work product;

3.9.5.2.