CTR075257_Contract_Documents.pdf

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:

BPM006479 – SOLICITATION REQUIREMENTS, LOT 1, ROUND 2

SOLICITATION DUE DATE/TIME: Tuesday, November 5, 2024 at 3:00:00 PM Local AZ Time

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

DESCRIPTION: Cooling Centers Operation

PRE-OFFER CONFERENCE:

Friday, October 25, 2024 at 1:00 PM Local AZ Time meet.google.com/vmt-vvko-tvz (US) +1 413-779-5456 PIN: 397 070 619#

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:

Michelle Fink, CPPB Procurement Officer Senior Michelle.Fink@azdhs.gov

(480) 521-2700 https://app.az.gov/ https://app.az.gov/ mailto:Michelle.Fink@azdhs.gov javascript:window.parent.navigate(%22/media_461531632/Arizona_State_Seal.html%22);

SOLICITATION REQUIREMENTS

TABLE OF CONTENTS

ARIZONA DEPARTMENT

OF HEALTH SERVICES

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

REQUEST FOR PROPOSAL NO.: BPM006479

COOLING CENTERS OPERATION

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

SECTION CONTENT

Solicitation Requirements Notice Page

Table of Contents

Scope of Services

Special Terms and Conditions

Uniform Terms and Conditions

Exhibits Exhibit One (1): Contractor’s Expenditure Report

Exhibit Two (2): CER Expense Support Documentation

Exhibit Three (3): Insurance Requirements

Solicitation Instructions 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 Information

Attachment D: Proposed Subcontractors

Attachment E: Participation if Boycott of Israel

Attachment F: Forced Labor of Ethnic Uyghurs Ban

Attachment G: Budget Workbook

SCOPE OF WORK

ARIZONA DEPARTMENT

OF HEALTH SERVICES

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

I. SCOPE OF WORK

1. BACKGROUND

The Arizona Department of Health Services’ (ADHS) mission statement is “Health and Wellness for All Arizonans.” Arizona typically experiences long periods of high temperatures from May to September. Frequent triple-digit temperatures can increase a person's risk for a heat-related illness. Nearly 3,000 people visit Arizona emergency rooms because of heat-related illnesses annually. Some heat-related illnesses can even be fatal.

More than 3,200 people have died from excessive exposure to heat from 2012 to 2022.

As a result, the ADHS has developed a Heat Emergency Response Plan, a Heat Safety Resource Guide, and a bilingual Heat Brochure. Heat relief networks are in place in Maricopa, Pima County and Yuma County. These heat relief networks provide maps of free air-conditioned spaces to get out of the heat, free water, and places to donate water.

Governor Katie Hobbs declared a state of emergency pursuant to A.R.S. §26-303(D) to support the response of local jurisdictions to the extreme heat and signed Executive Order 2023-16, Extreme Heat Planning and

Preparedness on August 11, 2023.

2. OBJECTIVE

The objective of this solicitation is to establish an as needed/if needed Contract for services to operate and manage up to two (2) cooling centers in the Governmental Mall, located at 1818 W Adams St., and 1601 W Jefferson St., Phoenix, Arizona 85007 (locations are subject to change within the Governmental Mall).

3. SCOPE OF SERVICES

The Contractor shall operate up to two (2) cooling centers to provide heat relief services, seven (7) days a week between the hours of 8:00 a.m. – 8:00 p.m., beginning May 1st through October 15th, annually, as needed/if needed.

4. REQUIREMENTS

The Contractor shall:

4.1. Have in place and abide by hiring practices as required by Arizona State Law.

4.2. Provide training and orientation to all employees providing services at the cooling centers.

4.3. Provide a current and valid Certificate of Liability Insurance (COI) as outlined in Exhibit Three (3) prior to commencement of the Contract and throughout the term of the Contract. A Purchase Order will not be issued for the Contractor to perform services without the COI on file in the Contract.

4.4. Submit any requests to transfer budget amounts between line items, exceeding twenty-five percent (25%) of the total annual budget or to a non-funded line item to ADHS, which will require a revised budget to be submitted and a Contract Amendment issued by Procurement.

5. TASKS

The Contractor shall:

5.1. Provide trained staff to support the cooling centers.

5.2. Provide up to three (3) staff members at all times.

https://adhsgis.maps.arcgis.com/apps/webappviewer/index.html?id=72e37c9bd31841da8396e8d86dc1d665&extent=-12811842.886%2C3756585.9878%2C-12278312.4286%2C4014943.1434%2C102100 https://www.azleg.gov/ars/26/00303.htm https://azgovernor.gov/office-arizona-governor/executive-order/2023-16

ARIZONA DEPARTMENT

OF HEALTH SERVICES

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

5.2.1. One (1) lead staff member and two (2) assistants:

5.2.1.1. One (1) lead and one (1) assistant at 1818 W Adams location.

5.2.1.2. One (1) assistant at 1801 W Madison location.

5.3. Provide for an additional staff member, budgeted for half (1/2) time that can be called in as needed.

5.4. Be onsite prior to and after cooling center hours at least a half (1/2) hour for setup and takedown.

5.5. Ensure all individuals visiting the cooling centers are checked in and screened for heat crises and basic needs. Referrals to wrap around services shall be provided as needed.

5.6. If an individual requires medical attention, call 911 immediately.

5.7. Communicate with the ADHS’s point of contact regarding any maintenance or safety needs as they arise.

5.8. Supply all necessary supplies to support the cooling centers, including, but not limited to, water, electrolytes, snacks, and disinfecting wipes.

5.9. Collect visitor/cooling center data as requested by ADHS.

5.9.1. Data collection shall at minimum include:

5.9.1.1. Location of visit.

5.9.1.2. Reason for visit at cooling center.

5.9.1.3. Has the individual been at the center before?

5.9.1.4. Gender.

5.9.1.5. Age range.

5.9.1.6. Symptoms.

5.9.1.7. Veteran?

5.9.1.8. How did they hear of the center?

5.9.1.9. How did they arrive at the center?

5.9.1.10. How far did they travel?

5.9.1.11. Do they go to any of the following places to stay cool during the summer?

5.9.1.11.1. Mall.

5.9.1.11.2. Community Center.

5.9.1.11.3. Friend or family house.

5.9.1.11.4. Shelter.

5.9.1.11.5. Restaurant/store.

ARIZONA DEPARTMENT

OF HEALTH SERVICES

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

5.9.1.11.6. Light rail.

5.9.1.11.7. Government building.

5.9.1.11.8. Faith community/congregation.

5.9.1.11.9. Other.

5.10. Participate in an orientation call to discuss program, deliverables, and address questions.

5.11. Submit monthly Contractor Expenditure Reports (CERs) and maintain sufficient documentation in the form of receipts to support expenses incurred for any purchases that are being claimed for reimbursement.

5.12. Submit weekly reports with the minimum details:

5.12.1. Daily headcount data to ADHS in the required format provided to Contractor.

5.12.2. Data as requested by ADHS in the required format and cadence.

6. STATE PROVIDED ITEMS

6.1 ADHS will provide:

6.1.1 A template for the weekly report.

6.1.2 A CER template, Exhibit One (1).

6.1.3 CER Expense Support Documentation, Exhibit Two (2).

6.1.4 Right of access for 1818 W. Adams and 1801 W Madison. The right of access is limited to the cooling centers and only as it relates to the scope of work under this Contract. The term of said right of access will be contiguous with the term of the Contract. The right of access does not create any contractor interest in 1818 W. Adams or 1801 W Madison.

6.2 The Arizona Department of Administration (ADOA) will provide the Cooling Center’s physical location, building maintenance and needed repairs.

7. APPROVALS

ADHS will require prior approval of:

7.1 Daily reports and monthly CERs with receipts supporting expenses and equipment purchases of $250.00 or more, as required and/or requested shall be approved by ADHS prior to payment reimbursement.

7.2 Requests to move up to twenty-five percent (25%) of total budget per year, between budget line items shall be requested in writing and approved.

7.3 Purchases of Capital Equipment (single item purchase of $5,000.00 or more) will require approval prior to purchasing.

ARIZONA DEPARTMENT

OF HEALTH SERVICES

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

8. DELIVERABLES

The Contractor shall submit to ADHS:

8.1. Daily reports in the required format provided to the Contractor; due no later than the Tuesday following the previous week.

8.2. Monthly itemized CER for all costs incurred and backup documentation, due no later than the fifteenth (15th) of each month.

8.2.1. ADHS will issue payment once a month for approved CERs.

9. NOTICES, CORRESPONDENCE REPORTS AND INVOICES

9.1. Notices, correspondence, reports, invoices, CERs, and program specific requests relative to this Contract from the Contractor shall be sent to:

Arizona Department of Health Services Eugene Livar, MD Chief Heat Officer Public Health Resiliency, Environment, and Policy 150 North 18th Avenue, Suite 500, Phoenix, AZ 85007 Direct 602-542-1140 Mobile 480-521-2261 Email Eugene.Livar@azdhs.gov

9.2. AUTOMATED CLEARING HOUSE.

9.2.1. 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 thirty (30) days after the effective date of the Contract.

The form is available online at: https://gao.az.gov/publications/forms.

9.2.2. ACH Vendor Authorization Form shall be emailed to Vendor.Payautomation@azdoa.gov.

mailto:Eugene.Livar@azdhs.gov https://gao.az.gov/publications/forms mailto:Vendor.Payautomation@azdoa.gov

SPECIAL TERMS AND CONDITIONS

ARIZONA DEPARTMENT OF

HEALTH SERVICES

150 North 18th Ave, Suite 530

Phoenix, Arizona 85007

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, 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 on May 1, 2025 on an as needed/if needed basis, 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 Cost Reimbursement

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.

ARIZONA DEPARTMENT OF

HEALTH SERVICES

150 North 18th Ave, Suite 530

Phoenix, Arizona 85007

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.

ARIZONA DEPARTMENT OF

HEALTH SERVICES

150 North 18th Ave, Suite 530

Phoenix, Arizona 85007

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.

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

ARIZONA DEPARTMENT OF

HEALTH SERVICES

150 North 18th Ave, Suite 530

Phoenix, Arizona 85007

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

Insurance requirements are outlined in Exhibit Three (3).

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.

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

ARIZONA DEPARTMENT OF

HEALTH SERVICES

150 North 18th Ave, Suite 530

Phoenix, Arizona 85007 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.

24. NEW PRODUCTS/SERVICES

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. environment and capable of meeting or exceeding

ARIZONA DEPARTMENT OF

HEALTH SERVICES

150 North 18th Ave, Suite 530

Phoenix, Arizona 85007 all stated requirements. No substitutions shall be offered and accepted, including remanufactured or second tier offerings.

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/

UNIFORM TERMS AND CONDITIONS

ARIZONA DEPARTMENT OF

HEALTH SERVICES

150 N. 18th Avenue, Suite 530

Phoenix, Arizona 85007

Uniform Terms and Conditions | Revision No. 10.5 | Revised 03-24 | Page 27 of 39

III. Uniform Terms and Conditions Version 10.5

1. Definition of Terms. As used in this 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.

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.

ARIZONA DEPARTMENT

OF HEALTH SERVICES

150 North 18th Ave, Suite 530 Phoenix, AZ 85007

Uniform Terms and Conditions | Revision No. 10.5 | Revised 03-24 | Page 28 of 39

2. Contract Interpretation

2.1. Arizona Law. 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.

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.

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

ARIZONA DEPARTMENT

OF HEALTH SERVICES

150 North 18th Ave, Suite 530 Phoenix, AZ 85007

Uniform Terms and Conditions | Revision No. 10.5 | Revised 03-24 | Page 29 of 39 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. 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.

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.

ARIZONA DEPARTMENT

OF HEALTH SERVICES

150 North 18th Ave, Suite 530 Phoenix, AZ 85007

Uniform Terms and Conditions | Revision No. 10.5 | Revised 03-24 | Page 30 of 39

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.

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. any elements of derivative work of such pre-existing Materials that was not created pursuant to the Contract are not part of that work product.

3.9.5.3. except as expressly stated otherwise, nothing in the Contract is to be construed to interfere or diminish Contractor’s or its affiliates’ ownership of such pre- existing Materials.

3.9.6. Developments Outside Of Contract. Unless expressly stated otherwise in the Contract, this Section does not preclude Contractor from developing competing Materials outside the Contract, irrespective of any similarity to Materials delivered or to be delivered to State hereunder.

3.10. Property of the State. If there are any materials that are not covered by Section 3.9 above created under this Contract, including but not limited to, reports and other deliverables, these materials 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.

3.11. Federal Immigration and Nationality Act. Contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the

ARIZONA DEPARTMENT

OF HEALTH SERVICES

150 North 18th Ave, Suite 530 Phoenix, AZ 85007

Uniform Terms and Conditions | Revision No. 10.5 | Revised 03-24 | Page 31 of 39 term of the contract. Further, 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. Should the State determine that the Contractor or any Subcontractors be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to:

suspension of work, termination of the contract for default and suspension or debarment of the Contractor.

3.12. E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23- 214, Subsection A.Offshore Performance of Work involving Data is Prohibited.

Any Services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and involve access to Data shall be performed within the defined territories of the United States.

3.13. Protection of State Cybersecurity Interests. The Contractor shall comply with State Executive Order No. 2023-10, which includes, but is not limited to, a prohibition against (a) downloading and installing of TikTok on all State-owned and State-leased information technology; and (b) accessing TikTok through State information technology.

3.14. Artificial Intelligence (AI) Prohibitions. Consistent with State policy, if Contractor supplies AI Services or Materials (either directly or through Subcontractors or the sale of licenses), such as research, development, training, implementation, deployment, maintenance, provision, or sale of AI systems, then Contractor is prohibited from using State of Arizona Materials or Data in generative AI queries or for building or training proprietary generative AI programs unless explicitly approved in advance by the State in writing.

3.14.1. Contractor shall also disclose the utilization of generative AI before producing works owned by the State and/or integrating generative AI into Materials or Services used by the State.

3.14.2. Contractor shall perform due diligence to ensure proper licensure of model training data for all generative AI services throughout the life of the Contract.

3.15. Certifications Required by State Law.

3.15.1. If Contractor is a Company as defined in A.R.S. § 35-393, Contractor certifies that it is not currently engaged in a boycott of Israel as described in A.R.S. §§ 35-393 et seq. and will refrain from any such boycott for the duration of this Contract.

3.15.2. Contractor further certifies that it shall comply with A.R.S. § 35-394, regarding use of the forced labor of ethnic Uyghurs, as applicable.

4. Costs and Payments

4.1. Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days.

Upon receipt and acceptance of Materials or Services, the Contractor shall submit a complete and accurate invoice for payment from the State within thirty (30) days.

4.2. Delivery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319, all prices shall be F.O.B.

(“free on board”) Destination and shall include all freight delivery and unloading at the destination.

4.3. Firm, Fixed Price. Unless stated otherwise in the Special Terms and Conditions of the Contract, all prices shall be firm-fixed-prices.

ARIZONA DEPARTMENT

OF HEALTH SERVICES

150 North 18th Ave, Suite 530 Phoenix, AZ 85007

Uniform Terms and Conditions | Revision No. 10.5 | Revised 03-24 | Page 32 of 39

4.4. Applicable Taxes

4.4.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.

4.4.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does not relieve the seller from its obligation to remit taxes.

4.4.3. Tax Indemnification. Contractor and all Subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor.

Contractor shall, and require all Subcontractors to hold the State harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.

4.4.4. IRS W9 Form. In order to receive payment, the Contractor shall have a current

I.R.S. W9 Form on file with the State of Arizona, unless not…