CTR079158_Contract_Documents.pdf

Gina Corwin

Digitally signed by Gina Corwin Date: 2025.10.22 11:36:41 -07'00'

SCOPE OF WORK

ARIZONA DEPARTMENT

OF HEALTH SERVICES

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

REQUEST FOR PROPOSAL No.: BPM006898

Medical Director for Cervical Cancer Screening

*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

Solicitation Instructions Special Instructions to Offerors

Uniform Instructions to Offerors

Attachments Located in APP Attachment A: Offer and Acceptance

Attachment B: Notices, Correspondence & Payments

Attachment C: Designation of Confidential, Trade Secret and Proprietary

Information

Attachment D: Proposed Subcontractors

Attachment E: Participation of Boycott of Israel

Attachment F: Forced Labor of Ethnic Uyghurs Ban

Attachment G: Conformance Statements and Exceptions Requests

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1. BACKGROUND

ADHS, Division of Public Health Services (PHS), Bureau of Chronic Disease and Health Promotions (BCDHP) receives funding through a cooperative agreement with the Centers for Disease Control and Prevention (CDC) and from the State of Arizona to provide a statewide breast and cervical cancer screening and quality improvement program, known locally as the Well Woman HealthCheck Program (WWHP). The WWHP is part of the National Breast and Cervical Cancer Early Detection Program (NBCCEDP), which was authorized when the U.S. Congress passed the Breast and Cervical Cancer Mortality Prevention Act of 1990, Public Law 101-354 and reauthorized April 20, 2007. The Act placed the responsibility for NBCCEDP with the United States Government’s CDC. It also provided the foundation of NBCCEDP policies and requirements with regard to program eligibility and operations in each state.

The Breast and Cervical Cancer Mortality and Prevention Act of 1990 strictly prohibits use of NBCCEDP funds for cancer treatment. In October 2000, the U.S. Congress passed the Breast and Cervical Cancer Prevention and Treatment Act of 2000, Public Law 106-354. This law gives states the authority to provide optional Medicaid coverage to certain breast or cervical cancer patients. In the spring of 2001, the Arizona Legislature passed H.B.

2194 that authorized AHCCCS, effective January 1, 2002, to provide cancer treatment for certain women diagnosed through the WWHP with breast cancer, precancerous cervical lesions and cervical cancer. This was called the BCCTP. This law was changed in 2012; beginning on August 2, 2012, uninsured Arizona women, diagnosed with breast or cervical cancer, with an income at or below 250% of the Federal Poverty Level are eligible for treatment through the BCCTP provided by AHCCCS. To be eligible for treatment, women must be under the age of sixty-five

(65) aged forty to sixty-four (40-64) years for breast cancer, and aged twenty-one to sixty-four (21-64) years for cervical cancer), a resident of Arizona, have no credible health insurance coverage, be diagnosed with a breast cancer, cervical cancer or precancerous cervical lesion and be a U.S. citizen or legal permanent resident of at least five (5) years.

2. OBJECTIVES

To provide a Program Medical Director or Medical Provider of a Health Care System for Cervical Cancer Screening hereinafter referred to as (Medical Director or Health Care System) to work within the WWHP throughout all fifteen

(15) counties in Arizona.

3. SCOPE OF SERVICES

The Contractor shall provide:

3.1. Approximately eighty-six hours (86) hours of service per year to fulfill the Contract.

3.2. Chart review for screening and diagnostic decisions.

3.3. Physician and Contractor education to ADHS as a medical provider.

3.4. Medical protocol design.

3.5. Physician education and discipline decisions to ADHS as a medical provider.

3.6. Technology Advisory decisions.

3.7. Staff education and Medical advisory board participation to ADHS WWHP staff and contractors.

3.8. Upon request medical expertise for specific WWHP program requests to include cervical medical insight within the field and as it relates to the program.

https://apps.azdot.gov/files/roadway-Engineering/state_of_arizona_Maps/pdf/arizona.pdf https://apps.azdot.gov/files/roadway-Engineering/state_of_arizona_Maps/pdf/arizona.pdf

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4. REQUIREMENTS

The Contractor shall:

4.1. Hold a Medical Doctor (MD) degree specializing in gynecologic oncology and be currently licensed under the provisions of the Arizona Revised Statutes, Title Thirty-Two (32), Chapter Thirteen (13) or Seventeen (17).

4.2. Be board certified in Arizona.

4.3. Hold certification from the American Board of Surgery.

4.4. Have a minimum of five (5) years of experience specializing in staging, diagnosing, and treating cervical cancer.

4.5. Have knowledge and experience with medical coding and reimbursement related to cervical cancer screening and diagnostic management.

4.6. Provide a current and valid Certificate of Insurance exactly as written in the Special Terms and Conditions within ten (10) days of Contract award, for the life of the contract.

5. FUNDING RESTRICTIONS

Funds shall not be used for the following:

5.1. Research.

5.2. Clinical care except as allowed by law.

5.3. Expenses except for reasonable program purposes, including personnel, travel, supplies, and services.

5.4. Furniture or equipment. Any such proposed spending must be clearly identified in the invoice.

5.5. Other than for normal and recognized executive-legislative relationships, no funds may be used for:

5.5.1. Publicity or propaganda purposes, for the preparation, distribution, or use of any material designed to support or defeat the enactment of legislation before any legislative body.

5.5.2. The salary or expenses of any grant or contract recipient, or agent acting for such recipient, related to any activity designed to influence the enactment of legislation, appropriations, regulation, administrative action, or Executive order proposed or pending before any legislative body.

6. TASKS

6.1. On as needed basis

6.1.1. Provide clinical oversight in regard to cervical cancer aspects of the WWHP, specifically the screening, diagnostic, and referral services provided by WWHP staff, nurse practitioners, physician assistants, physicians, laboratory technicians, radiologists and surgeons.

6.1.2. Help to establish and strengthen the quality assurance and professional development components of the WWHP by providing availability for consultation with the state WWHP staff and local providers in need of clinical consultation and guidance.

https://www.azleg.gov/arsDetail/?title=32 https://www.azleg.gov/arsDetail/?title=32

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6.1.3. Act as a resource to the state program staff for clinical questions of medical appropriateness, utilization, and quality of service.

6.1.4. Participate with the WWHP staff to review site-based quality assurance reports and data indicators with regard to the clinical guidelines and to identify potential areas for quality improvement.

Identified opportunities for improvement will be communicated and discussed with contracted provider sites by the WWHP staff and Program Cervical Medical Director as appropriate.

6.1.5. Be a source of clinical consultation and/or professional development to provide the following:

6.1.5.1. Answer questions and provide education about cervical cancer screening and diagnostic techniques, the interpretation of results, and other clinical issues related to cervical cancer screening, diagnosis, and treatment.

6.1.5.2. Collaborate with the WWHP to assist with promoting Cervical Cancer Treatment

Programs and cervical cancer issues within appropriate professional groups.

6.1.5.3. Participate in the Arizona Cancer Coalition.

6.1.5.4. Participate in review of cervical related documents prepared by ADHS Cancer Prevention and Control.

6.1.5.5. Advise the WWHP Program Director, Office Chief and Program Manager or appointed staff, on WWHP's use of approved CDC Current Procedural Terminology (CPT) codes and Medicare Part B reimbursement.

6.1.5.6. Develop and maintain an active role in related professional groups to share information about program services and seek assistance from providers and professional groups in finding critical resources for the program.

6.2. Monthly

6.2.1. Be available to meet in person or via conference call with staff and Program Manager and/or

Program Director, and will provide consultation to WWHP staff to review clinical issues, review prior authorization requests and provide guidance related to clinical care.

6.2.2. Submit monthly invoices that include the following:

6.2.2.1. Hours spent reviewing the program patient documents.

6.2.2.2. Providing education.

6.3. Quarterly

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

The WWHP uses the American Society for Colposcopy and Cervical Pathology (ASCCP) Guidelines for screening and diagnostics.

6.4. Bi-Annually

Participate in the Medical Advisory Board to learn about changes required by the CDC and WWHP, and will provide the program with technical assistance.

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6.5. Annually

Review Clinical Guidelines annually to edit and draft new language.

7. STATE-PROVIDED ITEMS

The State will provide upon award of a contract all of the required forms to be utilized to support services under this contract below:

7.1. NBCCEDP Program Manual.

7.2. Program Prior Authorization Form.

7.3. CDC Reimbursable Procedures List and Medicare Reimbursement Rates.

7.4. Program data on request for quality assurance purposes.

7.5. Program Minimum Data Element Reports, CDC Feedback Reports and Cervical Recommendation.

8. APPROVALS

The Contractor shall provide:

8.1. Changes in key personnel.

8.2. Publications based on the services provided.

9. DELIVERABLES

Submit invoices and supporting documentation within thirty (30) days after the end of each month to the ADHS Cancer Prevention and Control Office Chief. Invoices shall include hours spent reviewing the program patient documents and providing education.

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10. NOTICES, CORRESPONDENCE REPORTS AND INVOICES

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

Arizona Department of Health Services Polar S. Akoi, Cancer Program Administrator 150 North 18th Avenue, Suite 310B Phoenix, AZ 85007 Phone: (602) 364-0868

10.2. Invoices shall be emailed to: invoices@azdhs.gov

10.3. AUTOMATED CLEARING HOUSE:

10.3.1. ADHS may pay invoices for some or all Orders through an Automated Clearing House (ACH). In order to receive payments in this manner, the Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days after the effective date of the Contract.

The form is available online at: https://gao.az.gov/sites/default/files/2023-05/GAO-618.pdf

10.3.2. ACH Vendor Authorization Form shall be emailed to Vendor.Payautomation@azdoa.gov https://gao.az.gov/sites/default/files/2023-05/GAO-618.pdf

SPECIAL TERMS AND CONDITIONS

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1. PURPOSE

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

2. TERM OF CONTRACT (1 YEAR)

The term of any resultant Contract shall commence upon final signature, and shall continue for a period of one (1) year thereafter, unless terminated, canceled, or extended as otherwise provided herein.

A resultant contract(s) from this solicitation is expected to commence with the expiration of the current contract CTR058248 on October 25, 2025.

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. POINT OF CONTACT

5.1. 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.

5.2. 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.

5.3. 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.

6. 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.

7. 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.

8. 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.

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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.

9. 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.

10. COST AND PAYMENTS

10.1. Type of Pricing. Offeror shall include only firm, fixed pricing in the Offer.

10.2. Contractor’s Best Pricing. Contractor warrants that, for the term of the Contract, the prices and discounts set out in the APP Items (F) tab, including any subsequent agreed amendment to it (the “Contract Pricing”), shall be equal to or better than the lowest prices and largest discounts, both separately and in combination, at which Contractor sells equivalent services, items of equipment, and materials.

10.2.1. That price-plus-discount equivalence (“Contractor’s Best Pricing”) is intended to be irrespective of whether or not those other sales have special purchase terms, conditions, rebates, or allowances.

10.2.2. If Contractor’s Best Pricing for equivalent services, items of equipment, and materials is better than the Contract Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor’s Best Pricing for all sales related to the Contractor made after the date when the Contractor’s Best Pricing was first better than the Contract Pricing.

10.2.3. For clarification of intent, that date is intended to be the date when the difference first occurred, which might have been before the difference was first identified. If the difference occurred before it was identified, then Supplier agrees to charge less than the Contract Pricing until the extended difference that would have been realized (i.e. if the Contractor’s Best Pricing had been applied when it should have been) has been settled.

10.3. Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the Scope of Work and all aspects of Contractor’s offer as accepted by State.

10.4.1. Details of service not explicitly stated in the Scope of Work or in Contractor’s Offer, but necessarily a part of, are deemed to be understood by Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs and profit and any other costs toward the accomplishment of the requirements in the Contract are included in the pricing provided.

10.4.2. Additional Charges. Any charges or fees not delineated in the Contract shall not be added, billed, or invoiced under the Contract.

10.5. Price Increase. The State may review a fully documented request for a price increase. The requested increase shall be in writing and be based upon a cost increase to the contractor that was clearly unpredictable at the time of the offer and is directly correlated to the price of the product concerned.

Contractor must provide conclusive evidence of a need for any price increases.

10.5.1. Initial Contract prices shall be honored for one year after award of Contract.

10.5.2. All written requests for price adjustments made by the Contractor shall be initiated thirty (30) days in advance of any desired price increase to allow the State sufficient time to make a fair and equitable determination to any such requests. This may be waived upon proper documentation

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demonstrating the urgency of the request.

10.5.3. All price adjustments will be implemented by a formal Contract Amendment. State shall determine whether the requested price increase or an alternate option is in the best interest of the State.

10.5.4. State expects Contractors to use Lean Six Sigma principles to reduce costs in their supply chain, and not simply pass new costs on to the State. If a price increase is requested, State will ask for evidence that Lean Six Sigma principles and tools have been used by Contractor to attempt to reduce costs in advance of any request for a price increase under the Contract.

10.6. Price Reductions. Price reductions shall be immediately passed along to State and may be submitted in writing to State for consideration at any time during the Contract period. The contractor shall offer State a price reduction on the Contract product(s) concurrent with a published price reduction made to other customers. The State at its own discretion may accept a price reduction. The price reduction request shall be in writing and include documentation showing the actual reduction of cost. Sales promotions requests shall include differences in pricing, begin, and end date of promotion along with the products covered.

11. 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.

12. 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.

13. PAYMENT PROCEDURES

13.1. 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.

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

13.3. 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.

14. FINANCIAL MANAGEMENT

14.1. 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 https://gao.az.gov/publications/SAAM/ https://azdhs.gov/documents/operations/financial-services/bluebook-2018.pdf

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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

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

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

14.3. 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.

15. 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.

16. 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.

17. INSURANCE AND INDEMNIFICATION REQUIREMENTS

17.1. Indemnification Clause

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. 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.

17.2. Insurance Requirements

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

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

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

17.3. Minimum Scope and Limits of Insurance

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

17.3.1. Commercial General Liability (CGL) – Occurrence Form

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

• General Aggregate $2,000,000.00

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

• Personal and Advertising Injury $1,000,000.00

• Damage to Rented Premises $50,000.00

• Each Occurrence $1,000,000.00

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

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

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

17.3.2. Business Automobile Liability

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

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

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

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

b) Policy shall contain a waiver of subrogation endorsement as required by this written

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agreement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents and employees for losses arising from work performed by or on behalf of the Contractor.

17.3.3. Workers; Compensation and Employers’ Liability

• Workers Compensation Statutory

• Employers’ Liability o Each accident $1,000,000.00 o Disease – Each employee $1,000,000.00 o Disease – Policy Limit $1,000,000.00

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

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

17.3.4. Professional Liability (Errors and Omissions Liability)

• Each Claim $2,000,000.00

• Annual Aggregate $2,000,000.00

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

(2) years beginning at the time work under this Contract is completed.

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

17.4. Additional Insurance Requirements

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

17.4.1. The Contractor’s policies as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41- 621 (E).

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

17.5. Notice of Cancellation

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

17.6. Acceptability of Insurers

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

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

17.7. Verification of Coverage

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

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

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

17.7.3. All certificates required by this Contract shall be sent directly to the Department. The State of

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

17.8. Subcontractors

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

17.9. Approval and Modifications

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

17.10. Exceptions

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

18. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996

18.1. 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.

18.2. If applicable, and requested by the ADHS Procurement Office, Contractor agrees to sign a “Pledge To

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

19. 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.

20. FRAUD, WASTE, AND ABUSE

20.1. ADHS requires all employees to abide by the State’s Personnel System Rules, R2-5A-501; Standards of Conduct which includes maintaining high standards of honesty, integrity, and impartiality, free from personal considerations and/or favoritism, and Code of Conduct for individuals engaged in Accounting, Financial and Budgeting Activities which depicts the moral, ethical, legal and professional aspects of personal conduct.

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

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

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

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

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

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

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

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

21. NEW SERVICES

State at its discretion may modify the scope of the Contract by Contract Amendment to include additional Services or service categories that are within the general scope of the ones originally covered by the Contract. Once the Contract Amendment is fully executed, Contractor shall then update all applicable pricing and make them available to all affected entities at no additional cost. Either party may make the request to add Services to the Contract;

regardless of who makes the request, the parties shall negotiate in good faith a fair price for any additional Services, but State may elect not to add some or all of the Services in question if no agreement is reached on pricing in a timely manner. Contractor’s request or proposal in response to State’s request shall include documentation demonstrating that the proposed price for the additional Services is both fair and reasonable and comparable to the original prices.

22. OFF-CONTRACT SERVICES

Contractor shall ensure that the ordering process for the Services prevents Orders for Services not included in the scope of the Contract (and for which no price or compensation has been established in the Contract) or Services explicitly excluded from the Contract. Notwithstanding that State might have its own internal administrative rules regarding off-contract or excluded ordering of Services, and endeavors to prevent such Orders from occurring, Contractor is responsible for not accepting any such Orders. State may, at its discretion, cancel any such Order without obligation.

23. REMOVAL OF PERSONNEL

Notwithstanding that Contractor is in every circumstance responsible for hiring, assigning, directing, managing, training, disciplining, and rewarding its personnel, State may at its discretion, and without the obligation to demonstrate cause, instruct Contractor to remove any of its personnel from State’s facilities or from further assignment under the Contract. In such cases, Contractor shall promptly replace removed personnel with other personnel that have equivalent qualifications, experience, and capabilities.

24. ACCURACY OF WORK

Contractor is responsible for the accuracy of the Services, and shall promptly make all necessary revisions or corrections resulting from errors and omissions on its part without additional compensation. Acceptance by State shall not relieve Contractor of responsibility for correction of any errors discovered subsequently or necessary clarification of any ambiguities.

25. CORRECTIVE ACTION REQUIRED

Notwithstanding any other guarantees, general warranties, or particular warranties Contractor has given under the Contract, and in addition to any other rights and remedies available under the Contract, if Contractor fails to perform any material portion of the Services including, but not limited to, failure to complete any contractual deliverable or failure to meet agreed-upon service levels or service standards set out in or referred to in the Contract, then Contractor shall perform a root-cause analysis to identify the source of the failure and use all commercially reasonable efforts to correct the failure and meet the Contract requirements as promptly as is practicable.

25.1. Contractor shall provide State a report detailing the identified cause and setting out its detailed corrective mailto:reportethics@azdhs.gov mailto:reportfraud@azdoa.gov

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action plan promptly after the date the failure occurred (or the date when the failure first became apparent, if it was not apparent immediately after occurrence).

25.2. State may demand to review and approve Contractor’s analysis and plans, and Contractor shall make any and all reasonable corrections State instructs and adopt State’s recommendations, including any measures State determines to be necessary for employee or public safety, or the protection of property or the environment.

25.3. Contractor shall take the necessary action(s) to avoid any like failures in the future.

26. INFORMATION TECHNOLOGY WORK

26.1. Applicability. Article 25 applies to any Invitation for Bids, Request for Proposals, or Request for Quotations for "Information Technology," as defined In A.R.S. §18-101(6) “…all computerized and auxiliary automated information processing, telecommunications and related technology, including hardware, software, vendor support and related services, equipment and projects,” if and to the extent that the Work is or includes Information Technology.

26.2. 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

26.3. Information Access

26.3.1. System Measures. Contractor shall employ appropriate system management and maintenance, fraud prevention and detection, and encryption application and tools to any systems or networks containing or transmitting State’s proprietary data or confidential information.

26.3.2. Individual Measures. Contractor personnel shall comply with applicable State policies and procedures regarding data access, privacy, and security, including prohibitions on remote access and obtaining and maintaining access identifications (IDs) and passwords. Contractor is responsible to State for ensuring that any State access IDs and passwords are used only by the person to whom they were issued. Contractor shall ensure that personnel are only provided the minimum only such level of access necessary to perform his or duties. Contractor shall, on request, provide a current register of the access IDs and passwords and corresponding access levels currently assigned to its personnel.

26.3.3. Access Control. Contractor is responsible to State for ensuring that hardware, software, data, information, and that has been provided by State or belongs to or is in the custody of State and is accessed or accessible by Contractor personnel is only used in connection with carrying out the Work and is never commercially exploited in any manner whatsoever not expressly permitted under the Contract. State may restrict access of Contractor personnel, or instruct Contractor to restrict their access, if in its determination the requirements of this subparagraph are not being met.

26.4. Pass-Through Indemnity

26.4.1. Indemnity from Third Party. For computer hardware or software included in the Work as discrete units that were manufactured or developed solely by a third party, Contractor may satisfy its indemnification obligations under the Contract by, to the extent permissible by law, passing through to State such indemnity as it receives from the third-party source (each a “Pass-Through Indemnity”) and cooperating with State in enforcing that indemnity. If the third party fails to honor its Pass-Through Indemnity, or if a Pass-Through Indemnity is insufficient to indemnify State

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Indemnitees to the extent and degree, Contractor is required to do by the Uniform Terms and Conditions, then Contractor shall indemnify, defend and hold harmless State Indemnitees to the extent the Pass-Through Indemnity does not.

26.4.2. Notification of Claims. State shall notify Contractor promptly of any claim to which a Pass-Through

Indemnity might apply. Contractor, with reasonable consultation from State, shall control of the defense of any action on any claim to which a Pass-Through Indemnity applies, including negotiations for settlement or compromise, provided that:

26.4.2.1. State reserves the right to elect to participate in the action at its own expense.

26.4.2.2. State reserves the right to approve or reject any settlement or compromise on reasonable grounds and if done so timely.

26.4.2.3. State shall in any case cooperate in the defense and any related settlement negotiations.

26.5. Systems and Controls. In consideration for State having agreed to permit Pass-Through Indemnities in lieu of direct indemnity, Contractor agrees to establish and keep in place systems and controls appropriate to ensure that State funds under this Contract are not knowingly used for the acquisition, operation, or maintenance of Materials or Services in violation of intellectual property laws or a third party’s intellectual property rights.

26.6. Redress of Infringement

26.6.1. Replace, License, or Modify. If Contractor becomes aware that any Materials or Services infringe, or are likely to be infringing, on any third party’s intellectual property rights, then Contractor shall, at its sole cost and expense and in consultation with State, either:

26.6.1.1. replace any infringing items with non-infringing ones.

26.6.1.2. obtain for State the right to continue using the infringing items.

26.6.1.3. modify the infringing items so that they become non-infringing, so long as they continue to function as specified following the modification.

26.6.2. Cancellation Option. In every case under 15.6.1, if none of those options can reasonably be accomplished, or if the continued use of the infringing items is impracticable, State may cancel the relevant Order or terminate the Contract, and Contractor shall take back the infringing items. If State does cancel the Order or terminate the Contract, Contractor shall refund to State:

26.6.2.1. for any software created for State under the Contract, the amount State paid to

Contractor for creating it.

26.6.2.2. for all other Materials, the net book value of the product provided according to generally accepted accounting principles.

26.6.2.3. for Services, the amount paid by State or an amount equal to twelve (12) months of charges, whichever is less.

26.6.3. Exceptions. Contractor will not be liable for any claim of infringement based solely on any of the following by a State Indemnitee:

26.6.3.1. modification or use of Materials other than as contemplated by the Contract or expressly authorized or proposed by a Contractor Indemnitor.

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26.6.3.2. operation of Materials with any operating software other than that supplied by

Contractor or authorized or proposed by a Contractor Indemnitor.

26.6.3.3. combination or use with other products in a manner not contemplated by the Contract or expressly authorized or proposed by a Contractor Indemnitor.

26.7. First Party Liability Limitation

26.7.1. Limit. Subject to the provisos that follow below and unless stated otherwise in the Special Terms and Conditions, State’s and Contractor’s respective first party liability arising from or related to the Contract is limited to the greater of $1,000,000 (one million dollars) or three (3) times the purchase price of the specific Materials or Services giving rise to the claim.

26.7.2. Provisos. This paragraph limits liability for first party direct, indirect, incidental, special, punitive, and consequential damages relating to the Work regardless of the legal theory under which the liability is asserted. This paragraph does not limit liability arising from any:

26.7.2.1. Indemnified Claim against which Contractor has indemnified State Indemnitees under paragraph 6.2.

26.7.2.2. claim against which Contractor has indemnified State Indemnitees under paragraph 6.3.

26.7.2.3. provision of the Contract calling for liquidated damages or specifying amounts or percentages as…