CTR078522_Contract_Documents.pdf

Solicitation Attachment – Offer and Acceptance | Revision No. 6 | Revised 03-24

Address

City, State, ZIP

Offeror company name

Printed name and Title

Contact name and Title

Request for Proposal Solicitation No. BPM006618

Expedited Services for the Bureau of Vital Records

ARIZONA DEPARTMENT

OFHEALTH SERVICES

150 North 18th Avenue, Suite 530

Phoenix, AZ 85007

Attachment A – Offer and Acceptance Form

SUBMISSION OF OFFER: The undersigned hereby offers and agrees to provide BPM006618 Expedited Services for the Bureau of Vital Records in compliance with all terms, conditions, specifications, and amendments in the Solicitation and any written exceptions in the Offer indicated by the latest dated version below

LexisNexis VitalChek Network Inc.

840 Crescent Centre Dr., Suite 300

Franklin, TN 37067

Haywood Talcove, Chairman & CEO of LNSSI

Kelly Dyer, Sales Team Lead kdyer@vitalchek.com 615.603.1515

Revised Offers:

Date Signature Date Signature

Best and Final Offer:

Date Signature

CERTIFICATION: By signature in the above, Offeror certifies that it:

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. Any extensions to the Offer Acceptance Period shall be made in accordance with the A.A.C. R2-7-C310;

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

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

The offer is hereby accepted.

ACCEPTANCE OF OFFER

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: CTR078522

The effective date of the Contract is: September 1, 2025

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 or written notice to proceed.

State of Arizona Awarded this 29th day of August 2025

Contact email address Contact phone number

Gina Corwin Date: 2025.08.29 09:03:01 -07'00'

Gina Corwin Chief Procurement Officer

Haywood Talcove 05/20/2025

15:58:25 -04'00'

Signature of person authorized to sign Offer Date mailto:kdyer@vitalchek.com

SOLICITATION REQUIREMENTS

TABLE OF CONTENTS

ARIZONA DEPARTMENT

OF HEALTH SERVICES

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

REQUEST FOR PROPOSAL NO.: BPM006618

EXPEDITED SERVICES FOR THE BUREAU OF VITAL RECORDS

*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

Addendum A to Special Terms and Conditions

Exhibit One (1): Insurance Requirements

Exhibit Two (2): State Holiday Calendar

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: Prerequisite Assessment of AZ Baseline Security Controls

Attachment H: Arizona Baseline Infrastructure Security Controls javascript:window.parent.navigate(%22/media_461531632/Arizona_State_Seal.html%22);

SCOPE OF WORK

ARIZONA DEPARTMENT

OF HEALTH SERVICES

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

1. BACKGROUND

1.1 Arizona law allows persons to obtain copies of vital records, birth and death records, if they meet the eligibility requirements set forth in Administrative Rules adopted by Arizona Department of Health Services (ADHS). (See http://www.azdhs.gov/vital-records/birth-certificate/obtain.htm). An applicant must establish their identity and prove they are an eligible individual. For example, the applicant must establish that he or she qualifies to receive a vital record copy by virtue of having an eligible relationship to the registrant, such as a parent or guardian.

1.2 ADHS Bureau of Vital Records (BVR) provides copies of birth and death records to eligible individuals in accordance with the Rules established by ADHS. BVR is not able to accommodate individuals who need expedited services in order to obtain birth and death certificates. There are approximately 500 orders per month of expedited certificates.

2. OBJECTIVE

To enable applicants who need quick access to an Arizona vital record the opportunity to purchase an expedited service through internet, fax, or telephone ordering.

3. SCOPE OF SERVICES

The Contractor shall provide expedited services through internet, fax or telephone ordering to applicants who need quick access to Arizona vital records processed by Contractor’s on-site staff.

4. REQUIREMENTS

The Contractor shall provide the following:

4.1. Provide two (2) on-site Contractor staff members to BVR for the processing of the approved orders.

4.2. Identify a Project Manager who shall be the primary contact person for the ADHS BVR.

4.3. All equipment necessary to perform the services included in this Contract, including but not limited to:

4.3.1. Computers and monitors.

4.3.2. Modems.

4.3.3. Telephones.

4.3.4. Fax machines.

4.3.5. Printers.

4.3.6. Copiers.

4.3.7. File server maintained on Contractor’s server.

4.3.7.1. Meet the minimum security requirements in accordance with Addendum A to the Special Terms and Conditions: Warranties and Requirements Related to Arizona Information Security Statewide Policies, Standards, and Procedures.

http://www.azdhs.gov/vital-records/birth-certificate/obtain.htm

ARIZONA DEPARTMENT

OF HEALTH SERVICES

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

4.3.8. Software for processing orders and tracking sales. (There are no requirements for specific equipment).

4.4. Telephone service, including a toll-free number for customers during normal business hours, Monday through Friday, 8:00 am – 5:00 pm. Excluding state holidays (see Exhibit two (2)). Available at time of award.

4.5. A toll-free fax line.

4.6. High-speed Internet access, including a secure website (https), maintained by the Contractor, to allow for online expedited requests to be operational twenty-four (24) hours a day, seven (7) days a week and 365 days a year to meet the following requirements:

4.6.1. Website to be hosted within the United States using the appropriate digital certificates and use https.

4.6.2. Initial penetration test to check for vulnerabilities.

4.6.3. Tested after each code change.

4.6.4. Penetration test performed annually as part of the maintenance agreement.

4.7. A method of electronically transmitting all approved orders to BVR within twenty-four (24) hours of order approval for processing.

4.8. Signed confidentiality forms from all Contractor staff who shall have access to Arizona vital records.

4.9. All costs associated with the implementation of services and all costs to perform such services for Arizona vital records.

4.10. Provide and maintain a valid Certificate of Liability insurance (COI) upon Contract Award and throughout the life of the Contract that exactly matches the description and language contained in the Special Terms and Conditions. No Purchase Order shall be issued by ADHS unless there is valid COI provided by the Contractor.

4.11. Background Checks. Each Contractor's personnel who is an applicant for an information technology position must undergo the security clearance and background check procedure, which includes fingerprinting, as required by A.R.S. § 41-710, Eligible Agency, or Co-Op Buyer. Contractor shall obtain and pay for the security clearance and background check. Contractor personnel who will have administrator privileges on a State network must additionally provide identity and address verification and undergo State-specified training for unescorted access, confidentiality, privacy, and data security

5. TASKS

The Contractor shall:

5.1. Provide the following methods for the public to apply for expedited service:

5.1.1. A secure website (https) that provides specific instructions about eligibility for Arizona vital records, including but not limited to: how to apply, a breakdown of all costs and fees to the applicant, timelines for the application, the issuance process and the direct toll-free number for customer service assistance. There are no requirements as to how the website will look except it shall contain the required information.

ARIZONA DEPARTMENT

OF HEALTH SERVICES

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

5.1.2. Both a toll-free phone number and toll-free fax number for applicant use with the script written by the Contractor.

5.1.3. Accommodation for requests from customers whose primary language is not English.

5.2. Provide the following services and processes:

5.2.1. Contractor’s customer service manager(s) shall attend BVR training on Arizona eligibility requirements.

5.2.2. Fully train all Contractor staff that will be providing expedited services.

5.2.3. Ensure the security and confidentiality of Arizona vital records accessed by Contractor staff.

5.2.4. Follow ADHS procedures and protocols to determine the eligibility of an applicant.

5.2.4.1. The Contractor shall provide services to those applicants who meet the eligibility requirements. See http://www.azdhs.gov/vital-records/birth-certificate/obtain.htm (Eligibility Policies and Procedures for both Birth and Death Records).

5.2.5. Consult with BVR on requests which the Contractor is unsure if eligibility is established on an as needed basis.

5.2.6. Review and determine eligibility within twenty-four (24) hours of receipt of the application.

5.2.7. Communicate via e-mail and phone with the applicant within twenty-four (24) hours of application receipt if an application is unacceptable and provide information about how the applicant can resolve the issue.

5.2.8. Provide two (2) on-site Contractor staff members to BVR for the processing of the approved orders:

5.2.8.1. Work location will be: ADHS/BVR. 150 North 18th Ave., Ste. 120. Phoenix, AZ

85007. Regular work hours of 8:00 am – 5:00 pm, M-F, excluding state holidays (see Exhibit two (2)).

5.2.8.2. A back up on-site staff shall be available within twenty-four (24) hours if the regular on-site staff is out more than twenty-four (24) hours.

5.2.8.3. Only the Contractor’s on-site member staff shall have access to the BVR Electronic Registry Systems for order processing.

5.2.9. Provide access to Contractor’s database to designated BVR administrators for the purpose of reviewing applications and supporting documents.

5.2.10. Use express mail service to send completed orders to applicants.

5.2.11. Respond to all requests from BVR administrators for information regarding customer complaints within twenty-four (24) hours.

5.3. Accept required identification from applicants and consult with BVR about any questionable forms of identification. (https://www.azdhs.gov/policy-intergovernmental-affairs/vital-records/index.php#birth-certificates-who-can-obtain, Eligibility for Copy of Birth and https://www.azdhs.gov/policy-intergovernmental-affairs/vital-records/index.php#death-certificates-who-can-obtain, Death Records:

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

http://www.azdhs.gov/vital-records/birth-certificate/obtain.htm https://www.azdhs.gov/policy-intergovernmental-affairs/vital-records/index.php#birth-certificates-who-can-obtain https://www.azdhs.gov/policy-intergovernmental-affairs/vital-records/index.php#birth-certificates-who-can-obtain https://www.azdhs.gov/policy-intergovernmental-affairs/vital-records/index.php#death-certificates-who-can-obtain https://www.azdhs.gov/policy-intergovernmental-affairs/vital-records/index.php#death-certificates-who-can-obtain

ARIZONA DEPARTMENT

OF HEALTH SERVICES

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

Acceptable Information).

5.4. Use the ADHS Fee Schedule, http://azdhs.gov/vital-records/fees/index.php, to determine the certificate fees for each order.

5.5. Make any system changes necessary as a result of a fee change.

5.6. Itemize the breakdown of all costs incurred for charges to the applicant:

5.6.1. Arizona Certificate Fee.

5.6.2. Contractor Processing Fee.

5.6.3. Expedited Shipping and Handling fees (paid by customer).

5.6.3.1. Provide customer costs for the following delivery services

5.6.3.1.1. Express Courier two (2) – three (3) day delivery.

5.6.3.1.2. Express Courier Standard Overnight.

5.6.3.1.3. Express Courier Priority Overnight.

5.6.3.1.4. Alaska/Hawaii/Puerto Rico (Three (3) to Five (5) Days).

5.6.3.1.5. Canada/Mexico (Three (3) to Five (5) Days).

5.6.3.1.6. Saturday Delivery (Three (3) to Seven (7) Days).

5.6.3.1.7. Worldwide Expedited (Three (3) to Five (5) Days).

5.6.3.1.8. Premium Rush (Next Business Day).

5.6.3.1.9. Premium Rush Next Day Air Delivery.

5.6.3.2. The Contractor shall only charge a single processing and shipping fee for each customer order regardless of the number of certificates requested per order.

5.6.3.3. Processing and shipping charges may be assessed by the Contractor to provide expedited service to the applicant requesting the service.

5.6.3.4. Processing and shipping charges shall not include ADHS fees for copies of vital records in accordance with A.R.S. § 36-341 and Arizona Administrative Code R9- 19-105.

5.7. Identify a Project Manager who shall be the primary contact person for the ADHS BVR.

5.7.1. The Project Manager shall, at a minimum:

5.7.1.1. Serve as a primary day-to-day contact with the Agency.

5.7.1.2. Ensure all necessary operational components are completed prior to implementation.

http://azdhs.gov/vital-records/fees/index.php https://www.azleg.gov/ars/36/00341.htm https://www.azdhs.gov/documents/licensing/vital-records/new-rules-9-aac-19.pdf https://www.azdhs.gov/documents/licensing/vital-records/new-rules-9-aac-19.pdf

ARIZONA DEPARTMENT

OF HEALTH SERVICES

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

5.7.1.3. Troubleshoot and correct problems after implementation.

5.7.1.4. Designate an alternate contact for when the Project Manager is unavailable.

5.7.1.5. Deliver required documents and fees to the ADHS.

5.8. Provide a request for a certified copy of the record through the Contractor’s web-based platform into BVR’s electronic issuance system with an electronic copy of all supporting documentation, after determination of eligibility.

5.9. Daily report of ADHS’s fees collected by the Contractor for the cost of actual copies of birth and death records, to be handled in accordance with Arizona Revised Statute (A.R.S.) § 36-341.

6. STATE PROVIDED ITEMS

ADHS will provide:

6.1 Workspace, furniture and basic office supplies for up to two (2) Contractor employees.

6.2 Contractor employee parking.

6.3 Identification badge/key card for building access during regular operating hours. These will grant restricted access to the on-site Contractor staff. Access will be granted Monday through Friday, except for State designated holidays (Exhibit 2), from 8:00 a.m. to 5:00 p.m.

6.4 A user ID and password for access to the vital records’ databases for on-site Contractor staff.

6.5 Data-port for linkage from BVR to the Contractor’s system for receiving transaction information.

6.6 BVR will offer training via a webinar class.

7. DELIVERABLES

The Contractor shall submit to ADHS:

8.1. A request for a certified copy of the record with an electronic copy of all supporting documentation, within twenty-four (24) hours after determination of eligibility.

8.2. Report of Complete orders to BVR in the next daily transmission.

8.3. Daily report of ADHS’s fees collected by the Contractor for the cost of actual copies of birth and death records, to be handled in accordance with Arizona Revised Statute (A.R.S.) § 36-341. Provided to ADHS by the close of business each day.

8. NOTICES, CORRESPONDENCE REPORTS AND INVOICES

9.1. Notices, correspondence, invoices and reports, from the Contractor to ADHS shall be sent to:

Arizona Department of Health Services Office of Vital Records Attn: Katina Lugo, Bureau Chief 150 N 18th Avenue, Suite #120 Phoenix, AZ 85007-3242 Email: katina.lugo@azdhs.gov

ARIZONA DEPARTMENT

OF HEALTH SERVICES

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

Phone: 602.364.1719

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.

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

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 September 1, 2025, or upon award, whichever comes later, and shall continue for a period of one (1) year thereafter, unless terminated, canceled, or extended as otherwise provided herein.

3. CONTRACT EXTENSIONS 5 YEAR MAXIMUM

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

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

4. CONTRACT TYPE

X Fixed Price

5. LICENSES

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

6. KEY PERSONNEL

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

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

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

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

7. POINT OF CONTACT

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

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 One (1).

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.

28. DATA AND INFORMATION HANDLING

28.1 Applicability. Article 14 applies to the extent the Work includes handling of any (1) State’s proprietary and sensitive data or (2) confidential or access-restricted information obtained from State or from others at State’s behest.

28.2 Data Protection and Confidentiality of Information. Contractor warrants that it will establish and maintain procedures and controls acceptable to State for ensuring that State’s proprietary and sensitive data is 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

150 North 18th Ave, Suite 530

Phoenix, Arizona 85007 protected from unauthorized access and information obtained from State or others in performance of its contractual duties is not mishandled, misused, or inappropriately released or disclosed. For purposes of this paragraph, all data created by Contractor in any way related to the Contract, provided to Contractor by State, or prepared by others for State are proprietary to State, and all information by those same avenues is State’s confidential information. To comply with the foregoing warrant:

28.2.1 Contractor shall: (a) notify State immediately of any unauthorized access or inappropriate disclosures, whether stemming from an external security breach, internal breach, system failure, or procedural lapse; (b) cooperate with State to identify the source or cause and respond to each unauthorized access or inappropriate disclosure; and (c) notify State promptly of any security threat that could result in unauthorized access or inappropriate disclosures; and

28.2.2 Contractor shall not: (a) release any such data or allow it to be released or divulge any such information to anyone other than its employees or officers as needed for each person’s individual performance of his or her duties under the Contract, unless State has agreed otherwise in advance and in writing; or (b) respond to any requests it receives from a third party for such data or information, and instead route all such requests to State’s designated representative.

28.3 Personally Identifiable Information. Without limiting the generality of paragraph 14.2, Contractor warrants that it will protect any personally identifiable information (“PII”) belonging to State’s employees or other contractors or members of the general public that it receives from State or otherwise acquires in its performance under the Contract. For purposes of this paragraph:

28.3.1 PII has the meaning given in the [federal] Office of Management and Budget (OMB) Memorandum

M-17-12 Preparing for and Responding to a Breach of Personally Identifiable Information, January 3, 2017; and

28.3.2 “protect” means taking measures to safeguard personally identifiable information and prevent its breach that are functionally equivalent to those called for in that OMB memorandum and elaborated on in the [federal] General Services Administration (GSA) Directive CIO P 2180.1 GSA Rules of Behavior for Handling Personally Identifiable Information.

28.4 Protected Health Information. Contractor warrants that, to the extent performance under Contract involves individually identifiable health information (referred to hereinafter as protected health information (“PHI”) and electronic PHI (“ePHI”) as defined in the Privacy Rule referred to below), it:

28.4.1 is familiar with and will comply with the applicable aspects of the following collective regulatory requirements regarding patient information privacy protection: (a) the “Privacy Rule” in CFR 45 Part 160 and Part 164 pursuant to the Health Insurance Portability and Accountability Act (“HIPAA”) of 1996; (b) Arizona laws, rules, and regulations applicable to PHI/ePHI that are not preempted by CFR45-160(B) or the Employee Retirement Income Security Act of 1974 (“ERISA”) as amended;

and (c) State’s current and published PHI/ePHI privacy and security policies and procedures;

28.4.2 will cooperate with State in the course of performing under the Contract so that both State and Contractor stay in compliance with the requirements in (1) above; and

28.4.3 will sign any documents that are reasonably necessary to keep both State and Contractor in compliance with the requirements in (1) above, in particular “Business Associate Agreements” in accordance with the Privacy Rule.

UNIFORM TERMS AND CONDITIONS

ARIZONA DEPARTMENT OF

HEALTH SERVICES

150 N. 18th Avenue, Suite 530

Phoenix, Arizona 85007

REQUEST FOR PROPOSAL NO.: BPM006618

EXPEDITED SERVICES FOR THE BUREAU OF VITAL

RECORDS

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 REQUEST FOR PROPOSAL NO.: BPM006618

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 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.