CTR079830_Executed_Contract.pdf

ADCS Contract Contract No. CTR079830

HFAz Referral Services

State of Arizona Department of Child Safety

Office of Procurement & Contracts 3003 N. Central Avenue, 20th Floor

Phoenix, AZ 85012

Offer and Acceptance v a i l a b l e o n l i n e a t : A P P . A Z . g o v

Attachment 1 – Offer and Acceptance Form

SUBMISSION OF OFFER: The undersigned hereby offers and agrees to provide HFAz Referral Services 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

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.

7. Does not participate in, and agrees not to participate in during the term of the contract, a boycott of Israel in accordance with A.R.S. § 35-393 et seq. (Unless exempt)

8. Does not participate in the use of forced labor of ethnic Uyghurs as described in A.R.S. § 35-394. (Unless exempt)

ACCEPTANCE OF OFFER

The offer is hereby accepted.

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

The Contract shall henceforth be referred to as Contract No.

The effective date of the Contract is The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this Contract until Contractor receives a purchase order.

State of Arizona Awarded this __________________________ day of ____________________ 20 ____

Offeror company name Signature of person authorized to sign Offer Date

Address Printed name and Title

City, State, ZIP Contact name and Title

☐ By checking this box, Offeror is certifying that it is exempt from the requirements regarding the forced labor of ethnic Uyghurs and boycott of Israel because of one of the following: Contractor is a Sole proprietorship, has fewer than ten (10) employees; or is a non-profit organization. Contact email address Contact phone number

Procurement Officer signature

CTR079830

8th December 25

Docusign Envelope ID: FEA1065E-F395-4AC1-BC43-6D829001A0C7

6,025,256,371.00

Ginger Ward

12/10/2025

Chief Executive OfficerPhoenix, Arizona 85008

Southwest Human Development

Chief Executive Officer gward@swhd.org

Ginger Ward

2850 N 24th Street

X

12/11/2025 https://procure.az.gov/bso/

State of Arizona

Department of Child Safety Office of Procurement & Contracts

3003 N. Central Ave., 20th Fl.

Phoenix, AZ 85012

Contract No: CTR079830

Description: HFAz Hospital Referral Services

SECTION 1-A: Scope of Work

1.0 INTRODUCTION

1.1 The Arizona Department of Child Safety (ADCS) is statutorily responsible for providing services to families whose children are involved with ADCS. ADCS Vision and Mission Statements are:

Vision: Children thrive in family environments free from abuse and neglect.

Mission: Successfully partner with families, caregivers, and the community to strengthen families, ensure safety, and achieve permanency for all Arizona’s children through prevention, services, and support.

2.0 PURPOSE AND BACKGROUND

2.1 The purpose of this contract is to provide the Arizona Department of Child Safety Healthy Families Arizona program with a referral process for community providers, specifically hospitals in Maricopa County.

2.2 The Contractor will manage, distribute and maintain data regarding referrals and consent forms from the hospitals to the Healthy Families programs in Maricopa County. The Contractor will streamline the referral process, enhance communication with the hospitals, and ensure that families receive assignments to Healthy Families and/or other services.

2.3 The Contractor will have established Memorandum of Agreements or Memorandum of Understandings with the hospitals in Maricopa County and will maintain those agreements in conjunction with their Healthy Families Arizona contract.

3.0 GENERAL REQUIREMENTS

3.1 Ensure that all services, procedures, and forms provided are culturally relevant, linguistically appropriate and gender responsive (including Lesbian, Gay, Bisexual, Transgender, and Questioning (LGBTQ)).

3.2 Ensure cross-cultural communication support with the involvement of culturally competent staff in all levels of service delivery.

3.3 Have the ability to serve non-English speaking families by being able to speak and communicate in the preferred language of the guardian, parent and/or young adult.

3.3.1 At a minimum, the Contractor shall cover Spanish, American Sign Language, Arabic, Farsi, and Swahili.

Docusign Envelope ID: FEA1065E-F395-4AC1-BC43-6D829001A0C7

Department of Child Safety Office of Procurement & Contracts

3003 N. Central Ave., 20th Fl.

Phoenix, AZ 85012

Contract No: CTR079830

Description: HFAz Hospital Referral Services

3.3.2 Provide translation and interpretation services to meet the requirements of this contract, by complying with Federal law regarding Limited English Proficiency (LEP (Exhibit A)).

3.3.3 Contractor is required to cover the cost of the five (5) most common languages listed.

3.3.4 The Contractor must provide a certified interpreter over the age of twenty-one (21) as needed.

3.3.5 DCS will reimburse all other languages that require interpretation and/or translation services for the parent(s)/caregiver(s) and the young person at cost upon submittal of receipts or invoices with the monthly invoice.

4.0 SPECIFIC REQUIREMENTS

The Contractor shall:

4.1 Have and maintain a Family - Centered Approach: Focus on the family experience by discussing their needs and assessing the best fit to enhance family sa�sfac�on and engagement in Healthy Families.

4.2 Establish clear lines of communica�on between ADCS, hospital social workers, nurses, and FAW involved in the referral process, ensuring that the relevant family informa�on is shared promptly and accurately in accordance with HFAz DCS Central Administra�on’s (CA) requested �meframe.

4.2.1 Follow up and feedback process is in place between the hospital staff and contractor of HFAz to address any issues that may arise during the referral process.

4.2.2 Training of nurses and social workers regarding Healthy Families home visita�on is provided regularly and upon request.

a. Contractor will provide the schedule of trainings to ADCS HFAz CA.

4.3 Maintain a system that expedites processing of referrals in accordance with HFAz DCS CA requested �meframe. This allows for ini�al screening in the hospital which decreases the �meframe between referral and assessment.

4.3.1 Weekly repor�ng to HFAz DCS CA that reports number of referrals received and who assigned to.

4.4 Maintain a database that tracks and monitors referrals of all families seen in the hospitals.

4.4.1 Number of referrals received via contractor site and/or in person from hospitals.

5.0 CONTRACTOR REQUIREMENTS

The Contractor shall:

Department of Child Safety Office of Procurement & Contracts

3003 N. Central Ave., 20th Fl.

Phoenix, AZ 85012

Contract No: CTR079830

Description: HFAz Hospital Referral Services

5.1 Have a minimum of two FAWs on the hospital floors one day a week. Additional staff and additional days may be approved by ADCS upon request if needed.

5.2 Have a dedicated referral coordinator to review and verify referral informa�on for completeness and accuracy, inputs the informa�on, and assigns the referral to a FAW for addi�onal family contact, resources, and assessment into the Healthy Families program.

a. Referrals assigned to Healthy Families programs will be done through an ADCS approved algorithm based on zip code areas and program openings reported each month.

b. The Referral Coordinator must have a designated role in the referral process and shall not be an addi�onal FAW staff.

5.3 Have the Referral coordinator communicate directly with the Healthy Families programs to ensure they are aware of incoming referrals and any ques�ons or concerns are answered.

5.4 Not develop or distribute any HFAz materials that are not created by ADCS HFAz. All promo�onal materials must be developed and provided to contractor by ADCS HFAz CA.

6.0 REPORTING REQUIREMENTS:

6.1 Evaluation and Continuous Quality Improvement:

6.1.1 Quality Assurance Observation - An additional support to the FAW’s are the quarterly observations that are done in the hospitals where the FAWM can observe the FAW’s interaction with the families at bedside. Feedback is provided on how to further support families and increase networking with the hospital staff.

6.1.2 Quality Assurance Report and Documenta�on:

a. Quarterly review to assess the effec�veness of the referral process such as gaining referrals in target areas, referral processing �me, strategic planning of collec�ng and retaining referrals.

b. Hospital monitoring tool to track the hospital census and metrics such as declines, reasons for decline and strategy for improvement.

6.1.3 Referral Distribu�on: Referrals will be monitored to be sure they are distributed �mely and equitably.

6.1.4 Referral Data: Provide data on a weekly basis to the HFAz DCS CA team. Provide Data as requested by ADCS.

Department of Child Safety Office of Procurement & Contracts

3003 N. Central Ave., 20th Fl.

Phoenix, AZ 85012

Contract No: CTR079830

Description: HFAz Hospital Referral Services

7.0 INVOICING:

The contractor shall:

7.1 Provide the ADCS with designated invoicing form that contains at minimum the following information:

a. Staff Name and Role.

b. Tasks work along with hours designated to each task.

c. Any additional information requested on the invoice form that pertains to the referral process.

7.2 ADCS will provide the invoice form to the Contractor.

a. Invoice form is subject to change based on the needs of the referral program.

7.3 Invoices and supporting documentation shall be submitted between the 1st and the 15th of the month following each service month.

7.4 Final invoices shall be submitted by the 30th day of the month following the end of each contract year. The final invoice shall include all adjustments to invoices submitted during the immediately preceding contract year and all claims for unpaid services provided during the immediately preceding contract year.

7.5 Payment shall only be made by the Department upon receipt of a timely and accurately submitted invoice with required documentation as indicated above. Non-compliance shall delay the payment process

7.6 Defective Invoices. Without prejudice to its other rights under the Contract or further obligation to Contractor, ADCS may, at its discretion, reject any materially defective invoice.

a) ADCS shall notify Contractor after receipt if ADCS determines an invoice to be materially defective.

b) Invoices will be deemed automatically rejected upon delivery if they:

a. are sent to an incorrect address;

b. do not reference the correct ADCS contract number; or

c. are payable to any Person other than the Contractor.

c) ADCS will have no obligation to pay against a defective invoice unless and until Contractor has re-submitted the invoice free of defects.

Department of Child Safety Office of Procurement & Contracts

3003 N. Central Ave., 20th Fl.

Phoenix, AZ 85012

Contract No: CTR079830

Description: HFAz Hospital Referral Services

8.0 PAYMENTS (will not be made unless there is a correct invoice received)

7.1 ADCS may pay accurate claims submitted with all required supporting documentation for any undisputed amounts due to the Contractor within the time specified in the Special Terms and Conditions.

7.2 ADCS may, but is under no obligation to, pay by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s requested payment is owed.

7.3 If ADCS determines that an over-payment has been made to the Contractor on any prior invoice, it shall inform Contractor of the amount and date of the over-payment and may deduct the over-paid amount from amounts then or thereafter due to the Contractor.

7.4 The Contractor shall make payment of all undisputed amounts due to Subcontractors within thirty (30) days of receipt of funds from ADCS applicable to their services.

ARIZONA DEPARTMENT OF CHILD SAFETY

Uniform Terms & Conditions (Revision No. 10-2) State of Arizona Department of Child Safety

Office of Procurement & Contracts 3003 N. Central Avenue, 20th Floor

Phoenix, AZ 85012 Contract No: CTR079830

Description: HFAz Hospital Referral Services

PART 1 of the Solicitation Documents Updated 12/9/2025 5:25:12 PM

SECTION 1-B: Pricing

A v a i l a b l e o n l i n e a t : A P P . A Z . g o v

SECTION 1-B: Pricing

10.0 PRICING

10.1 PRICING-ALL-INCLUSIVE. 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 ADCS. 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, profit, and any other costs toward the accomplishment of the requirements in the Contract are included in the pricing provided.

10.2 PRICE INCREASES. ADCS may review a fully documented request for a price increase. The requested increase shall be in writing, utilizing the template provided by ADCS and shall 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 services concerned.

Contractor must provide conclusive evidence of a need for any price increases such as being substantiated by the Producer Price Index, Consumer Price Index, or similar pricing guide. ADCS shall consider the Contractor’s performance under the contract and/or may consider the Contractor’s ability to meet their awarded capacity when reviewing requests for price increases.

1. Initial Contract prices shall be honored for _2__ years after award of Contract.

2. All written requests for price adjustments made by the contractor shall be initiated sixty (60) days before the contract is due to be extended for another year (60 days before contract end date).

3. All price adjustments will be implemented by a formal contract change order. ADCS shall determine whether the requested price increase or an alternate option is in the best interest of the State.

10.3 ADDITIONAL CHARGES. Any charges or fees not delineated in the Contract may not be added, billed, or invoiced under the Contract. All additional work shall be approved in advance and be in accordance with the contract rate.

11.0 INVOICING

11.1 Monthly Invoices

11.1.1 Invoices and supporting documentation shall be submitted between the 1st and the 15th of the month following each service month.

a. Invoices shall not be submitted prior to the corresponding supporting documentation.

Department of Child Safety

Office of Procurement & Contracts 3003 N. Central Avenue, 20th Floor

Phoenix, AZ 85012

SECTION 1-B: Pricing

11.1.2 Invoices shall be submitted via the ADCS Comprehensive Child Welfare Information System.

a. Contractors who do not have an existing Guardian account will receive an automated email with an invitation link. Do not attempt to register before receiving the link. The individual designated to receive the invitation link will serve as the Account Manager. The Account Manager shall be responsible for creating logins for any additional users as outlined in the User Manual available on the Guardian home page after logging in.

b. The monthly invoice submitted shall include all of the required documentation as attachments.

11.1.3 Final invoices shall be submitted by the 30th day of the month following the end of each contract year. The final invoice shall include all adjustments to invoices submitted during the immediately preceding contract year and all claims for unpaid services provided during the immediately preceding contract year.

11.1.4 Payment shall only be made by the Department upon receipt of a timely and accurately submitted invoice with required documentation as indicated above. Failure to submit timely and accurate invoices may result in delayed or denied payments.

11.1.5 Defective Invoices. Without prejudice to its other rights under the Contract or further obligation to Contractor, ADCS may, at its discretion, reject any materially defective invoice.

1. ADCS shall notify Contractor after receipt if ADCS determines an invoice to be materially defective.

2. Invoices will be deemed automatically rejected upon delivery if they:

a. are not verified and submitted in Guardian.

b. are payable to any Person other than the Contractor.

3. ADCS will have no obligation to pay against a defective invoice unless and until Contractor has re-submitted the invoice free of defects.

11.2 Payments (will not be made unless there is a correct invoice received)

11.2.1 ADCS may pay accurate claims submitted with all required supporting documentation for any undisputed amounts due to the Contractor within the time specified in the Special Terms and Conditions.

Department of Child Safety

Office of Procurement & Contracts 3003 N. Central Avenue, 20th Floor

Phoenix, AZ 85012

SECTION 1-B: Pricing

11.2.2 ADCS may, but is under no obligation to, pay by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s requested payment is owed.

11.2.3 Offset invoices are generated in approved status and collected automatically for any identified overpayments made to the contractor. If your future payments are insufficient to pay your overpayment, you may be required to send a refund in full.

11.2.4 The Contractor shall make payment of all undisputed amounts due to

Subcontractors within thirty (30) days of receipt of funds from ADCS applicable to their services.

End of Section 1-B

SECTION 1-B: Pricing

Special Terms & Conditions State of Arizona

Department of Child Safety Office of Procurement & Contracts

3003 N. Central Ave., 20th Fl.

Phoenix, AZ 85012

Special Terms and Conditions (September 2025) Page 1 of 31

The Special Terms and Conditions modify the Uniform Terms and Conditions and its Appendices. It can modify them by replacing, deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and incorporated by a Contract Amendment.

Definition of Terms

In addition to the terms and conditions defined in the Uniform Terms and Conditions and as used in the Contract, the following terms listed shall apply:

1.1 Acceptance “Acceptance” means the document headed “Offer and Acceptance Form” bearing the State contract number once Procurement Officer has signed it to signify

(1) State’s formal acceptance of the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not to be confused with the term “acceptance” used throughout the Contract in the context of delivery, inspection, etc., with respect to Materials or Services.

1.2 Accepted Offer If State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.

If State did request a Revised Offer but not a Best and Final Offer, then “Accepted Offer” means the latest Revised Offer.

If State requested a Best and Final Offer, then “Accepted Offer” means the Best and Final Offer.

1.3 Arizona Procurement

Code; A.R.S.; A.A.C.

“Arizona Procurement Code” means, collectively, Title 41 Chapter 23, et. sequitur, in the Arizona Revised Statutes (abbreviated “A.R.S.”) and administrative rules R2 7 101 et. sequitur in the Arizona Administrative Code (abbreviated “A.A.C.”).

The Arizona Department of Administration State Procurement Office provides a reference compilation of the Arizona Procurement Code on its website:

https://spo.az.gov/administration-policy/state-procurement-resource/procurement-regulations

The Arizona State Legislature provides the official A.R.S. online at:

http://www.azleg.gov/ArizonaRevisedStatutes.asp

The Office of the Arizona Secretary of State provides the official A.A.C. online at:

http://www.azsos.gov/rules/arizona-administrative-code

1.4 Attachment “Attachment” means any item that:

• the Solicitation required Offeror to submit as part of the relevant Offer (e.g., Initial Offer, Revised Offer, or BAFO);

• was attached to an Offer when submitted; and

• was included in the Accepted Offer.

1.5 Award Date “Award Date” means the date the contract is executed by the Department. This may or may not be the same date as the “Effective Date” which is the date specified on the Offer and Acceptance or Signature page.

Docusign Envelope ID: FEA1065E-F395-4AC1-BC43-6D829001A0C7 https://procure.az.gov/bso/ https://spo.az.gov/administration-policy/state-procurement-resource/procurement-regulations https://spo.az.gov/administration-policy/state-procurement-resource/procurement-regulations http://www.azleg.gov/ArizonaRevisedStatutes.asp http://www.azsos.gov/rules/arizona-administrative-code

Special Terms and Conditions (September 2025) Page 2 of 31

1.6 Background Check “Background Check” means the combination of obtaining a level one fingerprint clearance card, an Arizona central registry check and a central registry check in any state a staff has resided at any time within the five-year period prior to the hire date with the contractor.

1.7 Contract

Amendment

"Contract Amendment" means a document signed by Procurement Officer that has been issued for the purpose of making changes to the Contract after execution. The term “Change Order” in the eProcurement system is to be construed as being synonymous with “Contract Amendment”.

1.8 Contract Terms

and Conditions

“Contract Terms and Conditions” means these Special Terms and Conditions and the Uniform Terms and Conditions taken collectively.

1.9 Contractor “Contractor” means the Person identified on the Accepted Offer who has entered into the Contract with State.

1.10 Contractor

Indemnitor

“Contractor Indemnitor” means Contractor or any of its owners, officers, directors, agents, employees, or Subcontractors.

1.11 Department “Department” means the Arizona Department of Child Safety (ADCS), unless otherwise indicated.

1.12 Effective Date “Effective Date” means the date the Contractor is to start delivering services. The Effective Date is specified on the Offer and Award or Signature page.

1.13 eProcurement “eProcurement” means State’s official electronic procurement system, established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of Administration State Procurement Office policy.

NOTE (1): The URL for the eProcurement system itself is:

https://app.az.gov/

NOTE (2): The name and URL for the State’s official electronic procurement system may change at any time during the contract period. Contractors will be notified in writing of any such changes. No contract amendment is required for this change.

1.14 May “May” indicates something that is not mandatory but permissible.

1.15 Pricing Document “Pricing Document” means Section 2-C of Part 2 of the Solicitation Documents, provided that, if there is no such Section in the Contract, then “Pricing Document” is to be construed as referring to whatever item in the Contract contains the contracted pricing and payment provisions.

1.16 Shall or Must “Shall” or “Must” indicates a mandatory requirement.

1.17 Should “Should” indicates something that is recommended but not mandatory. If the Contractor fails to provide recommended information, the State may, at its sole option, ask the Contractor to provide the information.

1.18 Vulnerable Adult “Vulnerable adult" means an individual who is eighteen (18) years of age or older who is unable to protect themselves from abuse, neglect or exploitation by others because of a physical or mental impairment. Vulnerable adult also includes an incapacitated person as defined in A.R.S. § 14-5101.

2. Legal Authority

2.1 State 1. Arizona Revised Statutes (A.R.S.) § 8-453 (A)(11) authorizes ADCS to make contracts and incur obligations within the general scope of its activities and

Docusign Envelope ID: FEA1065E-F395-4AC1-BC43-6D829001A0C7 https://app.az.gov/

Special Terms and Conditions (September 2025) Page 3 of 31 operations subject to the availability of funds.

2. A.R.S § 8-453(A)(9)(b)(i) authorized ADCS to provide the cost of care of children who are adjudicated by the court as dependent and who are in out of home placement.

3. A.R.S. § 8-846 authorizes ADCS to provide services to children and families.

4. Arizona Constitution, Article 28 governs Limited English Proficiency in the State of Arizona.

2.2 Federal Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d, et seq., and 45 C.F.R Part §80.3(b) are the federal laws that prohibits discrimination on the basis of race, color, and national origin in programs and activities receiving federal financial assistance. Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d, et seq., and 45 C.F.R Part § 92.201 are the federal laws governing Limited English Proficiency.

The Contractor shall ensure that all services provided are culturally relevant and linguistically appropriate to the population to be served following the ADCS Policy, Limited English Proficiency, DCS 06-01).

3. Contract Administration and Operation

3.1 Eligible Agencies 1. If the Special Terms and Conditions indicate that the Contract is a “single-agency” contract, then “Eligible Agency” means the particular State of Arizona agency, university, commission, or board identified therein.

2. If the Special Terms and Conditions indicate that the Contract is a mandatory statewide contract, then “Eligible Agency” means any State of Arizona department, agency, university, commission, or board.

3. If the Special Terms and Conditions indicate that the Contract is a “cooperative” contract available for use by Co-Op Buyers, then “Eligible Agency” means any State of Arizona department, agency, university, commission, board, or any Co-Op Buyer.

3.2 Term of Contract The term of the Contract will commence on the date indicated on the Offer and Acceptance and continue for two (2) years unless canceled, terminated, or permissibly extended.

3.3 Contract Extensions The State shall have the unilateral right to extend the contract period for additional one (1) year periods or portions thereof for a total contract term not to exceed five

(5) years. The terms and conditions of any such contract extension shall remain the same as the original contract.

1. The State has no obligation to extend or renew a contract.

2. Contracts may be extended or renewed for multiple periods, or may be established as a multi-year contract in its entirety or in part at the sole option of the State.

3.4 Notices In addition to the Uniform Terms and Conditions, the following shall apply:

1. All notices shall reference the contract number.

2. The Contractor shall give written notice to the Department of changes to the following, and a written amendment to the contract shall not be necessary:

a. Change of telephone number;

b. Changes in the name and/or address of the person to whom notices are to be sent;

c. Changes in contract-related personnel positions of the Contractor which

Special Terms and Conditions (September 2025) Page 4 of 31 do not affect staffing ratios, staff qualifications or specific individuals required under this contract.

3.5 Estimated Quantities The contract references quantities as a general indication of the needs of the state.

Although the state anticipates considerable activity during the term of the contract, the quantities referenced are estimates only. No commitment is expressed or implied as to quantities actually purchased during the contract term.

3.6 Contractor Licenses Contractor shall maintain current all federal, state and local licenses and permits required for the operation of its business in general, for its operations under the Contract, and for the Work itself.

3.7 E-Verify In addition to the terms and conditions in the Uniform Terms and Conditions, the following shall apply:

1. A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the contract and the Contractor may be subject to penalties up to and including termination of the contract.

2. Failure to comply with a State audit process to randomly verify the employment records of contractors and subcontractors shall be deemed a material breach of the contract and the Contractor may be subject to penalties up to and including termination of the contract.

3.8 Background Checks

for Employment through the Central Registry

If providing direct services to children or vulnerable adults, the following shall apply:

1. The provisions of A.R.S. § 8-804 (as may be amended) are hereby incorporated in its entirety as provisions of this Contract.

2. The Department will conduct Central Registry Background Checks and will use the information contained in the Central Registry as a factor to determine qualifications for positions that provide direct service to children or vulnerable adults for:

a. Any person employed or who is applying for employment with a child welfare agency;

b. Any person who applies for a contract with this State and that person’s employees;

c. All employees of a contractor;

d. A subcontractor of a contractor and the subcontractor’s employees; and

e. Prospective employees of the contractor or subcontractor at the request of the prospective employer.

f. Volunteers who provide direct services to children or vulnerable adults shall have a Central Registry Background Check which is to be used as a factor to determine qualifications for volunteer positions.

3. A person who is disqualified because of a Central Registry Background Check may apply to the Board of Fingerprinting for a Central Registry exception pursuant to A.R.S. § 41-619.57. A person who is granted a Central Registry exception pursuant to A.R.S. § 41-619.57 is not entitled to a contract, employment, licensure, certification or other benefit because the person has been granted a Central Registry exception.

4. Before being employed or volunteering in a position that provides direct services to children or vulnerable adults, persons shall certify on forms that are provided by the Department whether an allegation of abuse or neglect was

Special Terms and Conditions (September 2025) Page 5 of 31 made against them and was substantiated. The completed forms are to be maintained as confidential.

5. If the Central Registry Background Check specifies any disqualifying act and the person does not have a Central Registry exception, the person shall be prohibited from providing direct services to ADCS clients.

6. The Contractor shall maintain the Central Registry Background Check results and any related forms or documents in a confidential file for five (5) years after termination of the Contract.

3.9 Fingerprinting 1. Contractor shall comply with, and shall ensure that all of Contractor’s employees, independent contractors, subcontractors, volunteers and other agents comply with, all applicable (current and future) legal requirements relating to fingerprinting, fingerprint clearance cards, certifications regarding pending or past criminal matters, and criminal records checks that relate to contract performance.

2. Applicable legal requirements relating to fingerprinting, certification, and criminal background checks may include, but are not limited, to the following:

A.R.S. § 36-594.01, 36-3008, 41-1964, and 46-141. All applicable legal requirements relating to fingerprinting, fingerprint clearance cards, certifications regarding pending or past criminal matters, and criminal records checks are hereby incorporated in their entirety as provisions of this contract.

The Contractor is responsible for knowing which legal requirements relating to fingerprinting, fingerprint clearance cards, certifications regarding pending or past criminal matters, and criminal records checks relate to contract performance.

3. To the extent A.R.S. § 46-141 is applicable to contract performance or the services provided under this contract, the following provisions apply:

a. Personnel who are employed by the Contractor, whether paid or not, and who are required or allowed to provide services directly to juveniles or vulnerable adults shall have a valid fingerprint clearance card.

b. Except as provided in A.R.S. § 46-141, this contract may be cancelled or terminated immediately if a person employed by the Contractor and who has contact with juveniles certifies pursuant to the provisions of A.R.S. § 46-141 (as may be amended) that the person is awaiting trial or has been convicted of any of the offenses listed therein in this State, or of acts committed in another state that would be offenses in this State, or if the person does not possess or is denied issuance of a valid fingerprint clearance card.

4. Federally recognized Indian tribes will submit and the Department of Child Safety shall accept certifications that state that no personnel who are employed or who will be employed during the contract term have been convicted of, have admitted committing or are awaiting trial on any offense as described in A.R.S. § 36-594.01 (as may be amended).

3.10 Code of Conduct The Contractor shall avoid any action that might create or result in the appearance of having:

1. Inappropriate use or divulging of information gathered or discovered pursuant to the performance of its duties under the contract;

2. Acted on behalf of the State without appropriate authorization;

3. Provided favorable or unfavorable treatment to anyone;

4. Made a decision on behalf of the State that exceeded its authority, could result

Special Terms and Conditions (September 2025) Page 6 of 31 in partiality, or have a political consequence for the State;

5. Misrepresent or otherwise impeded the efficiency, authority, actions, policies, or adversely affect the confidence of the public or integrity of the State; or,

6. Loss of impartiality when advising the State.

3.11 Relationship of

Parties

In addition to the Uniform Terms and Conditions, the following shall apply:

1. In the event that the Contractor or its personnel issued or prosecuted for conduct arising from this contract, the Contractor or their personnel will not be represented by the Arizona Attorney General’s Office.

2. Taxes or Social Security payments will not be withheld from a State payment issued hereunder and the Contractor shall make arrangements to directly pay such expenses, if any.

3.12 Fair Hearings and

Service Recipients’ Grievances

1. The Contractor shall advise all applicants for and recipients of contract services of their right, at any time and for any reason, to present to the Contractor and to the Department any grievances arising from the delivery of contract services, including, but not limited to, ineligibility determination, reduction of services, suspension or termination of services, or quality of services. The Department may assert its jurisdiction to hear the grievance or refer the matter to the appropriate authority.

2. The Contractor, whenever authorized by law, shall maintain a formal system acceptable to and approved by the Department for reviewing and adjudicating grievances by service recipients or subcontractors arising from this contract

3.13 Supporting

Documents and Information

In addition to any documents, reports or information required by any other section of this contract, Contractor shall furnish the Department with any further documents and information deemed necessary by the Department. Upon receipt of a request for information from ADCS, the Contractor shall provide complete and accurate information no later than fifteen (15) days after the receipt of the request.

3.14 Records In addition to the Uniform Terms and Conditions, the following shall apply:

1. Contract service records will be maintained in accordance with this contract.

Records shall, as applicable, meet the following standards:

a. Adequately identify the service provided and each service recipient's application for contract and subcontract activities;

b. Include personnel records which contain applications for employment, job titles and descriptions, hire and termination dates, a copy of the fingerprint clearance card, Central Registry background results, wage rates, and effective dates of personnel actions affecting any of these items;

c. Include time and attendance records for individual employees to support all salaries and wages paid;

d. For Fixed Price with Price Adjustment contracts, include:

i. Records of the source of all receipts and the deposit of all funds received by the Contractor;

ii. Original copies of invoices, statements, sales tickets, billings for services, deposit slips, etc., and a cash disbursement journal and cancelled checks to reflect all disbursements applicable to the contract;

iii. A complete general ledger with accounts for the collection of all costs and/or fees applicable to the contract; and,

iv. Copies of lease/rental agreements, mortgages and/or any other

Special Terms and Conditions (September 2025) Page 7 of 31 agreements which in any way may affect contract expenditures.

2. Any such records not maintained shall mandate an audit exception in the amount of the inadequately documented expenditures.

3. Contractor shall preserve and make available all records for a period of five (5) years from the date of final payment under this contract except as provided in the ADCS Special Terms and Conditions or if subject to Health Insurance Portability & Accountability Act, six (6) years from the date of final payment:

a. If this contract is completely or partially terminated, the records relating to the work terminated shall be preserved and made available for a period of five (5) years from the date of any such termination.

b. Records which related to disputes, litigation or the settlement of claims arising out of the performance of this contract, or costs and expenses of this contract to which exception has been taken by the state, shall be retained by the Contractor until such disputes, litigations, claims or exceptions have been disposed of.

3.15 Audit In addition to the terms and conditions in the Uniform Terms and Conditions, the following shall apply:

1. In compliance with the Federal Single Audit Act (31 U.S.C. Sections 7501-7507 as may be amended), Contractors designated as sub recipients, as described in the 2 CFR §200 Part F, expending Federal funds from all sources totaling $750,000 or more, shall have a yearly audit conducted in accordance with the audit and reporting standards as prescribed in 2 CFR §200 Part F as may be amended. As outlined in 2 CFR §200 Part F, the audit Reporting Package shall include:

a. Financial statements and a Schedule of Expenditures of Federal Awards

(SEFA) (2 CFR §200.510),

b. Summary schedule of prior audit findings (2 CFR §200.508),

c. Auditor’s Reports (detailed in 2 CFR §200.515) and

d. Corrective Action Plan (2 CFR §200.511).

2. The Department's contract numbers and award amounts shall be included on the SEFA. A copy of the Single Audit Reporting Package and Management Decision if issued, shall be submitted to the Department's Office of Audit and Management Services within thirty (30) days after completion of the audit or nine (9) months after the audited period and to the Department’s person designated to receive notices as specified in the Reports Section in the Scope of Work.

3. All Contractors are subject to the programmatic and fiscal monitoring requirements of each Department program to ensure accountability of the delivery of all goods and services, as required under the Federal Single Audit Act. A minimum fiscal requirement for all Contractors designated as vendors is an annual financial audit which includes Department contract numbers and award amounts. The Audit Report, Management Letter, if issued, and Auditor's Opinion shall be submitted within thirty (30) days after completion of the audit to the Department’s person designated to receive notices as specified in the Reports Section in the Scope of Work.

4. As prescribed in 2 CFR §200 Part F, for-profit sub recipients are subject to compliance requirements established by the Department. Methods to ensure compliance for Federal awards made to for-profit sub recipients may include pre-award audits, Department monitoring during the contract, and post-award

Special Terms and Conditions (September 2025) Page 8 of 31 audits.

5. Audits of non-profit corporations receiving Federal or State monies required pursuant to Federal or State law shall be conducted as provided in 31 U.S.C.

Section 7501 et seq. and A.R.S. Section 35-181.03 as may be amended and any other applicable statutes, rules, regulations and standards.

3.16 Ownership of

Intellectual Property

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

“Government Purpose Rights” are:

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

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

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

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

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

(a) any derivative works of such pre-existing material or elements thereof that are created pursuant to the Contract are part of that work product;

(a) any elements of derivative work of such pre-existing material that was not created pursuant to the Contract are not part of that work product;

and

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

4. DEVELOPMENTS OUTSIDE OF CONTRACT. Unless expressly stated otherwise in

Special Terms and Conditions (September 2025) Page 9 of 31 the Contract does not preclude Contractor from developing competing materials outside the Contract, irrespective of any similarity to materials delivered or to be delivered to State hereunder.

3.17 Pandemic

Contractual Performance

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:

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

b. Alternative methods to ensure there are services or products in the supply chain.

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

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:

a. After the official declaration of a pandemic, the State may temporally void the contract(s) in whole or specific sections if the contractor cannot perform to the standards agreed upon in the initial terms.

b. The State shall not incur any liability if a pandemic is declared and emergency procurements are authorized by the Director of the Arizona Department of Administration per A.R.S. § 41-2537 as may be amended of the Arizona Procurement Code.

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

3.18 Subcontracts In addition to the Uniform Terms and Conditions, the following shall apply:

1. Prior to adding a subcontractor to the contract, the Contractor shall submit a formal, written request to the Procurement Officer. The request shall:

a. Be on the Contractors company letterhead;

b. Be signed by an authorized representative of the Contractor;

c. Contain the following information:

i. The subcontractor’s name, address, phone number, e-mail and primary point of contact;

ii. The certifications required of the subcontractor (if any);

iii. The subcontractor’s small business status (if applicable);

iv. The type of goods and/or services to be provided by the subcontractor;

v. The amount of time or effort (as a percent of total contract performance) that the subcontractor will perform in relation to total performance of the contract’s requirements; and

vi. A description of the quality assurance measures that the Contractor shall use to monitor the subcontractor’s performance.

d. The State reserves the right to request additional information deemed necessary about any proposed subcontractor.

2. The Contractor shall provide copies of each contract with a subcontractor

Special Terms and Conditions (September 2025) Page 10 of 31 relating to the provision of contract services to the Department within five (5) calendar days of the request.

3. INITIAL LIST. At the time of Contract execution, Contractor’s candidate Subcontractors were identified in the Accepted Offer [Proposed Subcontractors]. Agreeing to them being included in the Accepted Offer signified Procurement Officer’s advance consent for Contractor to enter into a Subcontract with each candidate, which Contractor shall do as promptly as necessary to ensure its ability to carry out the Work in a timely manner.

4. ADDITIONAL NAMES. Contractor shall not enter into a Subcontract without first obtaining Procurement Officer’s written consent with any prospective Subcontractor that (a) was not listed at time of Contract execution or (b) is for any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it.

5. FLOW-DOWN. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as appropriate. When making any post-execution consent requests, Contractor shall include its warrant that it will do the same for the pending Subcontracts covered by the request. Entering into Subcontracts will not relieve Contractor of any of its obligations or duties under the Contract, including, among other things, the duty to supervise and coordinate the work of Subcontractors.

Nothing contained in any Subcontract will create or is to be construed as creating any contractual relationship between State and the Subcontractor.

3.19 Inclusive Contractor Contractor is encouraged to make every effort to utilize subcontractors that are small, women-owned and/or minority owned business enterprises. This could include subcontractors for a percentage of the administrative or direct service being proposed.