PH_Exceptions.xlsx

Sheet1 Request for Proposal

Solicitation No. BPM006702

Comprehensive Health Platform / Wellness Portal Arizona Department of Administration State Procurement Office 100 N 15th Ave., Suite 301 Phoenix, AZ 85007

Attachment 05 - BPM006702 Conformance Statements and Exceptions Requests

Offeror Name: Personify Health, Inc.

If taking exceptions, the relevant subsequent sections must be completed. Add additional rows as needed.

This document must be returned in an Excel (.xls or .xlsx) format.

STATE WILL NOT CONSIDER ANY EXCEPTIONS UNLESS DESIGNATED ON THIS FORM.

READ ALL INSTRUCTIONS TO OFFERORS BEFORE TAKING ANY EXCEPTIONS. OFFERS WITH EXCEPTIONS MAY BE FOUND NOT SUSCEPTIBLE FOR AWARD UNDER A.A.C. R2-7-C311.

IF NEITHER BOX IS MARKED WITH AN "X" UNDER ANY SECTION BELOW, THE OFFEROR’S RESPONSE TO THAT SECTION WILL BE CONSIDERED “YES” AND STATE WILL INTERPRET THE OFFER AS IF THERE WERE NO EXCEPTIONS TAKEN.

Exceptions to Contract Terms & Conditions

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. 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. For all other claims or liabilities, Contractor's total liability shall be limited to $5,000,000 (five million dollars). Contractor request reaonable limits on total liability as unlimited liability for various categories creates risk exposure too great. Exception is denied. (Although Vendor's current contracting requirements do not allow for uncapped liability, as Vendor views this RFP as a renewal of services, Vendor agrees to honor terms of current Agreement and withdraw its exception).

“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.”).

NOTE: There are frequent references to the Arizona Procurement Code throughout the Solicitation Documents, therefore, you will need to be familiar with its provisions to be able to understand the Solicitation Documents fully.

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

https://spointra.az.gov/resources/procurement-regulations The Arizona State Legislature provides the official A.R.S. online at:

https://www.azleg.gov/arstitle/ The Office of the Arizona Secretary of State provides the official A.A.C. online at:

http://www.azsos.gov/rules/arizona-administrative-code Due to the nature of the market we operate in, Contractor generally limits its indemnity obligations to a more restricted list of topics of third party claims only. This provision would have to be further negotiated during the contracting phase. Moreover, indemnity is generally subject to a cap on liability when it extends past standard commercial indemnities and/or intellectual property rights. Due to the nature of the market we operate in, Contractor generally limits its indemnity obligations to a more restricted list of topics of third party claims only. This provision would have to be further negotiated during the contracting phase. Moreover, indemnity is generally subject to a cap on liability when it extends past standard commercial indemnities and/or intellectual property rights. We can agree to limit the indemnification obligation to third-party claims only. We do not allow limitations of damages to apply to the indemnification. (Vendor thanks the State for limiting to third-party claims only. Although Vendor's current contracting requirements do not allow for uncapped liability, as Vendor views this RFP as a renewal of services, Vendor agrees to honor terms of current Agreement and withdraw its remaining exceptions).

black-box penetration tests or hire a third party to conduct risk assessments, vulnerability assessments, and black-box penetration tests of the Contractor’s environment. Contractor will be alerted in advance and arrangements made for an agreeable time. Contractor shall respond to all flaws deemed serious by the State when discovered by providing an acceptable timeframe to resolve the issue and/or implement a compensating control(s). Contractor agrees to provide, upon written request, written attestation or third-party certification of Contractor's compliance with industry standard security framework audits such as HITRUST, ISO-27001, SOC 2, PCI-DSS, NIST sp800-53, or similar as validation of Contractor compliance on an annual basis, or as reasonably required in response to a Security Incident involving Contracto or provided service(s). In the event Contractor is unable to produce the forms of validation as indicated above, then Contractor agrees to respond to State’s reasonable request for Contractor to complete a brief risk assessment questionnaire which may be completed independently by Contractor and submitted to the State. Due to the nature of Contractor's services and its multi-tenant environment, security audits by any one client would violate laws and privacy rights related to all other tenants and clients of that multi-tenant environment. Homeland Security approves the exception. (Vendor thanks the State and Homeland Security for its approval).

privilege taxes. All applicable taxes shall be identified as a separate item offered in the

Exception is not accepted. (Acknowledged and understood).

6.2 Indemnification.

Taxes. If the products and/or services specified require transaction privilege or use taxes, they shall be described and itemized separately on the Offer. Arizona transaction privilege and use taxes shall not be considered for evaluation. Same note as above relating to Indemnification Due to the nature of the market we operate in, Contractor generally limits its indemnity obligations to a more restricted list of topics of third party claims only. This provision would have to be further negotiated during the contracting phase. Moreover, indemnity is generally subject to a cap on liability when it extends past standard commercial indemnities and/or intellectual property rights. We can agree to limit the indemnification obligation to third-party claims only. We do not allow limitations of damages to apply to the indemnification. (Vendor thanks the State for limiting to third-party claims only. Although Vendor's current contracting requirements do not allow for uncapped liability, as Vendor views this RFP as a renewal of services, Vendor agrees to honor terms of current Agreement and withdraw its remaining exceptions).

Solicitation Attachment – Conformance Statements and Exceptions Requests | Revision No. 2 | Revised 03-24 _x000D_#000000 Personify Health Confidential http://www.azsos.gov/rules/arizona-administrative-codehttps://drive.google.com/drive/folders/1kWPZFKItW5E34q5b_VLOgOuVHILLqGDN image1.jpg