Signed_Direct_Contract_-_Encircle_Familes__FY26___1_.pdf

Direct Contract Arizona State Schools For The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

CONTRACTOR IS STRONGLY ENCOURAGED TO READ THE ENTIRE CONTRACT.

Table of Contents

Scope of Work 2 Special Terms and Conditions 5 Addendum A - Contractor Insurance Requirements 8 Addendum B - Warranties and Requirements Related to Arizona Information Technology Statewide Policies, Standards, and Procedures 14 Uniform Terms and Conditions 10.5 18 Contract Signature Page 35

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Scope of Work

The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

Scope of Work

1. Purpose and Background

1.1. Purpose:ThepurposeoftheSpecialEducationParentInformationCentersprogramisto ensure that parents of children with disabilities receive high-quality, relevant, and useful trainingandinformationtohelpimproveoutcomesfortheirchildren.Strengtheningfamily engagement and family support of parents, family members and ultimately students eligible and potentially eligible for services and supports from the Arizona Deafblind Project.

1.2. Legal Authority: In accordance with Arizona Revised Statutes (A.R.S.) § 41-2535, and Arizona Administrative Code (A.A.C.) R2-7-D301, Applicability, State establishes this contract with Encircle Families to provide the Materials or Services described herein.

1.3. Background:EncircleFamilies(FormerlyRaisingSpecialKids)isa501(c)(3)notforprofit organization that exists to improve the lives of children with thefullrangeofdisabilities, from birth to age 26,byprovidingsupport,training,informationandindividualassistance so families can become effective advocates for their children. As Arizona's designated Parent Training and Information Center funded under Part D of the Individuals with Disabilities Education Act (IDEA), Encircle Families conducts training and outreach, provides individualized assistance,andotheractivitiesforindividualswithdisabilitiesand their families to increase their knowledge and skills in self-advocacy.

The Arizona Deafblind Project is a federally-funded grant program from the U.S.

Department of Education, Office of Special Education Programs and is administered by theASDB.Theprojectprovidestechnicalassistance,trainingandsupportforchildrenand youth who have combinedvisionandhearingloss.Thissupportisavailablestatewideto families, educators and service providers of children and youth who are deafblind.

Encircle Families and the ASDB Deaf-Blind Project have an established history of collaboration in pursuit of the common goal of strengthening family engagement to improve the lives of students who have disabilities.

2. Definitions

1.1.ASDB: Arizona State Schools for the Deaf and the Blind 1.2.IDEA: Individuals with Disabilities Education Act 1.3.AZ: Arizona 1.4.EF: Encircle Families 1.5.Contractor: Encircle Families 1.6.PTI Center: Parent Training and Information Center

3. Service or Materials Description

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The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

3.1. Requirements/Specifications:

EncircleFamilieswillworkwiththeASDBtoprovidesupporttofamilies,identifiedbyeither organization, eligible or potentially eligible for Arizona Deafblind Project services and supports.

3.2. Milestones and Deliverables:

3.2.1.Annual staff training/information for ASDB and for EF 3.2.2.Defined referral system between EF and the Arizona Deafblind Project

3.2.2.1.Parent to Parent Parent Support 3.2.3.Assistance with outreach to the community about Arizona Deafblind Project 3.2.4.Monthly meetings- Arizona Deafblind Project lead or staff and EF lead 3.2.5.Other collaborative activities to be defined.

4. Contractor Requirements

The Contractor Shall:

4.1. General Requirements:

4.1.1. Assignprojectleadstaffwithknowledge,experience,andexpertiseinArizonaDeafblind

Project services and supports, and the IDEA, to manage project work.

4.1.2. Collect and report quarterly demographic andserviceevaluationdata(orotherdefined and agreed upon data points) from individuals served

4.1.3. Participate in project meetings with the personnel from the Arizona Deafblind Project

4.2. Service Requirements:

4.2.1. Family Support in English/Spanish and other languages as needed.

4.3. Qualification Requirements:

4.3.1. Remain the designated PTI for the state of Arizona as part of part D of the IDEA act.

5. Reporting Requirements/Notices:

The Contractor shall:

5.1. Submitallnotices/correspondencerelevanttothiscontractasdirectedbytheDepartment, electronically to: Purchasing@asdb.az.gov

5.2. Submit invoicingbythelastdayofeachquarteruponcompletionofstatedservicesshall be submitted to Accounts Payable Department;

Arizona State Schools for the Deaf and the Blind 1200 W. Speedway Blvd.

Tucson, AZ 85745 Email: invoices.accountspayable@asdb.az.gov

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The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

5.3. ProvideacurrentandvalidCertificateofLiabilityInsurance(COI)priortocommencement of the Contract and yearly throughout the term of the contract to:

Purchasing@asdb.az.gov

6. Payment

6.1. Payment Units of Measure already agreed upon prior to execution and shall be quarterly.

6.2. The Contractor shall provide on the invoice the:

6.2.1. Date of Service provided;

6.2.2. Type of service provided;

6.2.3. Purchase Order Number.

6.2.4. Contract Number (CTR078698)

7. Pricing

7.1. The total cost for the services described above shall be $6,000 annually and billed quarterly in amounts of $1,500.

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Special Terms and Conditions

The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

Special Terms and Conditions

1.0 Contract Interpretations

[Reserved]

2.0 Contract Administration and Operation

2.1 Term of Contract. The term of the Contract will commenceon the date indicated on the Offer and Acceptance and continue for twelve (12) months unless canceled, terminated, or permissibly extended.

2.2 Contract Extensions. State may, at its discretion,request for a mutual agreement to extend the initial Contract term in increments of twelve (12) months and do so one or more times, provided that the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of five (5) years.

2.3 Eligible Agency:This contract is a single-agencycontract for use by ASDB.

3.0 Costs and Payments

3.1 Pricing:

Fixed Price Most-Favored Customer - Throughout the life of the contract, the Contractor shall always offer the State the Most-Favored Customer or Highest Tier Customer price discount rate on contracted product(s) concurrent with a published price discount rate made to other Customers (both Private and Public sectors). The Contractor shall extend to the State that most-favored customer or Highest Tier Customer price discount on all new product lines during the life of the contract.

4.0 Contract Changes

[Reserved]

5.0 Risk and Liability

5.1 Risk of Loss. Contractor shall bear all risk of loss to Materials while in pre-production, production, storage, transit, staging, assembly, installation, testing, and commissioning, if and as those duties are within the scope of the Work, until they have been accepted as conforming by State in the particular location and situation specified in the Order, or as

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The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project specified generally elsewhere in the Contract if the Order does not provide particulars, provided that, risk of loss for nonconforming Materials will remain with Contractor notwithstanding acceptance to the extent the loss stems from the nonconformance.

5.2 General Contractor Indemnification and Insurance Requirements

5.2.1 Contractor Indemnification (Not Public Agency). 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 Subcontractor(s) is/are an agency, board, commission or university of the State of Arizona.

5.2.2 Public Agency Language Only. Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers."

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The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

5.2.3 Insurance Requirements:Addendum A to the Special Terms and Conditions:

Contractor Insurance Requirements is incorporated herein as part of the Special Terms and Conditions.

6.0 Warranties

6.1 Warranties and Requirements Related to Information Technology. Addendum B:

Warranties and Requirements Related to Arizona Information Technology Statewide Policies,Standards,andProceduresisincorporatedhereinaspartoftheSpecialTerms and Conditions.

7.0 [RESERVED]

8.0 [RESERVED]

9.0 [RESERVED]

10.0 General Provisions for Materials:

[RESERVED]

11.0 General Provisions for Services:

[RESERVED]

12.0 Data and Information Handling:

[RESERVED]

13.0 Information Technology Work:

[RESERVED]

14.0 Agency Specific Terms and Conditions:

15.0 Provisions for Statewide Contracts:

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Addendum A to the Special Terms and Conditions

The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

Addendum A - Contractor Insurance Requirements

1.1 Indemnification Clause

Tothefullestextentpermittedbylaw,Contractorshalldefend,indemnify,andholdharmlessthe State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any andallclaims,actions,liabilities,damages,losses,orexpenses(includingcourtcosts,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 intangiblepropertycaused,orallegedtobecaused,inwholeorinpart,bythenegligentorwillful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim oramountarisingoutof,orrecoveredunder, theWorkers’CompensationLaworarisingoutofthefailureofsuchContractortoconformtoany federal, state, or local law, statute, ordinance, rule, regulation, or courtdecree.Itisthespecific intentionofthepartiesthattheIndemniteeshall,inallinstances,exceptforClaimsarisingsolely 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 thatContractorwillberesponsibleforprimary loss investigation, defense, and judgment costs where this indemnification is applicable. In considerationoftheawardofthiscontract,theContractoragreestowaiveallrightsofsubrogation against the State of Arizona,itsofficers,officials,agents,andemployeesforlossesarisingfrom 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.

1.2 Insurance Requirements

1.2.1 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.

1.2.2 TheInsuranceRequirementshereinareminimumrequirementsforthisContract 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

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The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project protect the Contractor from liabilities that ariseoutoftheperformanceoftheworkunder thisContractbytheContractor,itsagents,representatives,employeesorsubcontractors, and the Contractor is free to purchase additional insurance.

MINIMUMSCOPE AND LIMITS OF INSURANCE:Contractorshall provide coverage with limits of liability not less than those stated below.

1.3 Minimum Scope and Limits of Insurance

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

1.3.1 Commercial General Liability (CGL) – OccurrenceForm

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

· General Aggregate $1,000,000

· Products – Completed Operations Aggregate $500,000

· Personal and Advertising Injury $500,000

· Damage to Rented Premises $25,000

· Each Occurrence $500,000

a. The policy shall be endorsed, as required by this written agreement, to includetheStateofArizona,anditsdepartments,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. Policyshallcontainawaiverofsubrogationendorsement,asrequiredby 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.

1.3.2 Business Automobile Liability

BodilyInjuryandPropertyDamageforanyowned,hired,and/ornon-ownedautomobiles used in the performance of this Contract.

· Combined Single Limit (CSL) $500,000

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The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

a. The policy shall be endorsed, as required by this written agreement, to includetheStateofArizona,anditsdepartments,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. Policyshallcontainawaiverofsubrogationendorsement,asrequiredby 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.

1.3.3 Workers’ Compensation and Employers’ Liability

· Workers' Compensation Statutory

· Employers' Liability oEach Accident $500,000 oDisease – Each Employee $500,000 oDisease – Policy Limit $500,000

a. Policyshallcontainawaiverofsubrogationendorsement,asrequiredby 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. ThisrequirementshallnotapplytoeachContractororsubcontractorthat is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

1.3.4 Professional Liability (Errors and OmissionsLiability)

· Each Claim $1,000,000

· Annual Aggregate $1,000,000

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The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

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 dateofthisContract and, either continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two (2) yearsbeginningatthetimework under this Contract is completed.

b. Thepolicyshallcoverprofessionalmisconductornegligentactsforthose positions defined in the Scope of Work of this contract.

1.4 Additional Insurance Requirements

The policies shall include, or be endorsedtoinclude,asrequiredbythiswrittenagreement,the following provisions:

1.4.1 TheContractor'spolicies,asapplicable,shallstipulatethattheinsuranceafforded the Contractor shall be primary and that any insurance carried by the Department, its agents, officials, employees or the State of Arizonashallbeexcessandnotcontributory insurance, as provided by A.R.S. § 41-621 (E).

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

1.5 Notice of Cancellation

Applicable to all insurance policies required withintheInsuranceRequirementsofthisContract, 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 mustprovidenoticetotheStateof Arizonaiftheyreceivenoticeofapolicythathasbeenorwillbesuspended,canceled,materially changedforanyreason,hasexpired,orwillbeexpiring.Suchnoticeshallbesentdirectlytothe Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number).

1.6 Acceptability of Insurers

Contractor’s insurance shall be placed with companies licensed in the State of Arizonaorhold approved non-admitted status on the Arizona Department of Insurance List of Qualified UnauthorizedInsurers.Insurersshallhavean“A.M.Best”ratingofnotlessthanA-VII.TheState

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The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

1.7 Verification of Coverage

Contractor shall furnish theStateofArizonawithcertificatesofinsurance(validACORDformor 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.

1.7.1 Allsuchcertificatesofinsuranceandpolicyendorsementsmustbereceivedbythe 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.

1.7.2 Each insurance policy required bythisContractmustbeineffectat,orpriorto, commencementofworkunderthisContract.Failuretomaintaintheinsurancepoliciesas required by this Contract, or to provide evidence of renewal, is a material breach of contract.

1.7.3 AllcertificatesrequiredbythisContractshallbesentdirectlytotheDepartment.

TheStateofArizonaproject/contractnumberandprojectdescriptionshallbenotedonthe certificateofinsurance.TheStateofArizonareservestherighttorequirecompletecopies of all insurance policies required by this Contract at any time.

1.8 Subcontractors

Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractorshallberesponsibleforensuringand/orverifyingthatallsubcontractorshavevalidand collectable insurance as evidenced by the certificates of insurance and endorsements foreach 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.

1.9 Approval and Modifications

The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurancelimits,requiredcoverages,orendorsementsthroughoutthelifeof thiscontract,asdeemednecessary.SuchactionwillnotrequireaformalContractamendmentbut may be made by administrative action.

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The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

1.10 Exceptions

In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirementsshallnotapply.Suchpublicentityshallprovideacertificateofself-insurance.Ifthe Contractororsubcontractor(s)is/areaStateofArizonaagency,board,commission,oruniversity, none of the above shall apply.

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Addendum B to the Special Terms and Conditions

The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

Addendum B - Warranties and Requirements Related to Arizona Information Technology Statewide Policies, Standards, and Procedures

1. Security Standards

1.1. Security of the State’s systems and Data areofutmostimportancetotheState.Inorderto assuresecurityfromapersonnelandoperationsperspective,Contractorshallcomplywithall requirements,intheirentirety,asdescribedinthestatewideenterprisearchitecture;statewide Information Technology security policies, standards, and procedures; and any applicable agency-specific Information Technology security policies, standards, and procedures.

1.2. Contractor shall follow the correct, current version of these policies, standards, and proceduresestablishedbytheArizonaDepartmentofHomelandSecurity(AZDOHS)pursuant to their authority under A.R.S. Title 41, Chapter 41. The current website for these policies, standards, and procedures is: Information Technology Policies, Standards and Procedures.

Note that this link is provided for convenience only.

1.3. For security reasons, some state facilities require non-state personnel to have escorts. If required by the state facility, Contractor personnel shall only be allowed inside of a State facilityifaccompaniedbyanescortdesignatedbytheState.ThisisapplicableinCorrectional facilities, Public Safety facilities, State Lottery, and other facilities as designated by the State.

2. Security Framework

2.1. TheStateofArizonainformationsecuritypoliciesandstandardsfollowtheNationalInstituteof

Standards and Technology (NIST) SP 800-53 Rev. 5 Security and Privacy Guidelines may currently be located at:

https://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r5.pdf.

2.2. TheStatehasestablishedaprocesstoassessriskassociatedwithstoring,processingand/or transmitting State of Arizona Data with external, non-State of Arizonaentities. TheArizona RiskandAuthorizationManagementProgram(AZRamp)wasdevelopedtoensureStateand contractors meet these requirements. All contractors responding to State solicitations must successfully complete the AZRamp risk assessment based upon the Data classification involved as determined by the Data owner and AZDOHS Cyber Command. Failure to successfully complete AZRamp assessment will be deemed as breach of contract.

2.3. In the State’s sole discretion, the State may also accept current FedRamp and StateRamp certifications as evidence that the Contractor has met the State's risk assessment requirements.

2.4. Other forms of Cybersecurity Frameworks (CSF), Trust Documents, Self-Attestations, including, butnotlimitedto,ISO/IEC,SOC2&3,PCI,orHIPAAreportsofcompliance,may be reviewed as part of the State’s risk assessment, but are not exclusive or conclusive evidence that the Contractor has met the State’s risk assessment requirements.

Direct Contract | Revision No. 2 | Revised 08-25 | Page14of35 https://azdohs.gov/information-technology-it-policies-standards-and-procedures https://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r5.pdf

The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

3. Additional Security Requirements

3.1. Contractor shall comply with all security requirements requested by the State.

3.2. If an Arizona Risk and Authorization Management Program (AZRamp) is required, it will generallyfollowthesesteps,eachofwhichshallbecompletedbytheContractoruponrequest by the State:

3.2.1. Contractor shall submit a completed Arizona Baseline Infrastructure Security

ControlsPrerequisiteassessmentspreadsheetwithitsOffer.TheArizonaBaseline InfrastructureSecurityControlsPrerequisiteassessmentspreadsheetasfoundat:

https://azdohs.gov/sites/default/files/arizona_baseline_security_controls_pre-requis ite__0_0.xls, and mitigate gaps or install compensatingcontrolsforanyissuesof concern identified by State.

3.2.2. Contractor shall provide Information Security documentation for the AZRamp assessment to include System Security Plan (SSP), Written Information Security Programs (WISP), or supporting written IT policies for review of the assessment.

3.2.3. Note regarding the confidential treatment of Contractor information:

3.2.3.1. The State of Arizona seeksapartnershipwithoursupportingvendors, therefore, Non-Disclosure Agreements (NDA) for release to review submitted SSPs, WISPs, or written IT policies will not be considered.

3.2.3.2. Submitted SSPs, WISPs, or written IT policies are deleted and not retained after AZRamp Authorization is granted.

3.2.3.3. Procedures for submission of documents considered confidential or proprietary are identified within this RFP.

3.2.3.4. Special secure transfer of documents related to this AZRamp review process may be made by contacting: GRC@AZDOHS.gov to make special arrangements for the transfer of these documents.

3.2.4. IfapplicabletothisSolicitation,ContractorshallcompleteandsubmitwiththeOffer an unedited and signed State of Arizona Health Insurance Portability and Accountability Act (HIPAA) Business Associate Addendum (BAA).

3.2.5. All contract awards are contingent on the successful completion of the AZRamp 125 Low Impact (public information) or the AZRamp 325 Moderate(Confidential, PII, or PHI) Impact Control spreadsheet titled “Arizona Infrastructure Security Controls2017(Excel),”tobedeterminedbytheEnterpriseSecurity,Privacy&Risk Compliance team. Low (Column E) and Moderate (Column F) Impact controls spreadsheet can be located here:

https://azdohs.gov/sites/default/files/arizona_baseline_security_controls_2017_v2_ 0_0.xls.

Direct Contract | Revision No. 2 | Revised 08-25 | Page15of35 https://azdohs.gov/sites/default/files/arizona_baseline_security_controls_pre-requisite__0_0.xls https://azdohs.gov/sites/default/files/arizona_baseline_security_controls_pre-requisite__0_0.xls mailto:GRC@AZDOHS.gov https://aset.az.gov/sites/default/files/Arizona%20Baseline%20Security%20Controls%202017_v2.xls https://azdohs.gov/sites/default/files/arizona_baseline_security_controls_2017_v2_0_0.xls https://azdohs.gov/sites/default/files/arizona_baseline_security_controls_2017_v2_0_0.xls

The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

3.3. The State reserves the right to conduct risk assessments, vulnerability assessments, black-box penetration tests or hire a third party to conduct risk assessments, vulnerability assessments,andblack-boxpenetrationtestsoftheContractor’senvironment.Contractorwill be alerted in advance and arrangements made for an agreeable time. Contractor shall respondtoallflawsdeemedseriousbytheStatewhendiscoveredbyprovidinganacceptable timeframe to resolve the issue and/or implement a compensating control(s).

3.4. Uponrequest,ContractorshallsubmitcopiesofsystemlogsfromContractor’senvironmentto theStateofAZsecurityteamintheformatrequestedtobeaddedtotheStateSIEM(Security Information Event Monitor) or IDS (Intrusion Detection System).

3.5. ContractorshallcomplywithallapplicableStateandFederallawsandregulations,including, but not limited to, thefollowing(pleasenotethatthelinksareprovidedforconvenienceonly and may change):

3.5.1. State of Arizona statewide policies, standards and procedures:

https://azdohs.gov/information-technology-it-policies-standards-and-procedures;

3.5.2. Federal Information Security Modernization Act of 2014 (FISMA):

https://csrc.nist.gov/topics/laws-and-regulations/laws/fisma;

3.5.3. OMB Circular A-130:

https://www.federalregister.gov/documents/2016/07/28/2016-17872/revision-of-om b-circular-no-a-130-managing-information-as-a-strategic-resource;

3.5.4. National Cyber Strategy of the United States of America:

https://www.cisa.gov/executive-order-strengthening-cybersecurity-federal-networks -and-critical-infrastructure;

3.5.5. Health Insurance Portability and Accountability Act (HIPAA) including Business Associate Agreement/ Health Information Technology for Economic and Clinical Health Act (HITECH): https://www.hhs.gov/hipaa/index.html;

3.5.6. Tax Information Security Guidelines For Federal, State and Local Agencies:

Safeguards for Protecting Federal Tax Returns and Return Information (I.R.S.

Publication 1075):https://www.irs.gov/pub/irs-pdf/p1075.pdf;

3.5.7. Criminal Justice Information Services Security Policy (CJIS):

https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center;

3.5.8. Centers for Medicare & Medicaid Services (CMS), Minimum Acceptable Risk Standards for Exchanges (MARS-E):

https://www.cms.gov/CCIIO/Resources/Regulations-and-Guidance/Downloads/2-M ARS-E-v2-0-Minimum-Acceptable-Risk-Standards-for-Exchanges-11102015.pdf;

3.5.9. A.R.S. §18-104 - Arizona Department of Administration, Arizona Strategic Enterprise Technology (ADOA-ASET), Powers and duties of the agency:

https://www.azleg.gov/arsDetail/?title=18;

Direct Contract | Revision No. 2 | Revised 08-25 | Page16of35 https://azdohs.gov/information-technology-it-policies-standards-and-procedures https://csrc.nist.gov/topics/laws-and-regulations/laws/fisma https://www.federalregister.gov/documents/2016/07/28/2016-17872/revision-of-omb-circular-no-a-130-managing-information-as-a-strategic-resource https://www.federalregister.gov/documents/2016/07/28/2016-17872/revision-of-omb-circular-no-a-130-managing-information-as-a-strategic-resource https://www.cisa.gov/executive-order-strengthening-cybersecurity-federal-networks-and-critical-infrastructure https://www.cisa.gov/executive-order-strengthening-cybersecurity-federal-networks-and-critical-infrastructure https://www.hhs.gov/hipaa/index.html https://www.irs.gov/pub/irs-pdf/p1075.pdf http://https/ https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center https://www.cms.gov/CCIIO/Resources/Regulations-and-Guidance/Downloads/2-MARS-E-v2-0-Minimum-Acceptable-Risk-Standards-for-Exchanges-11102015.pdf https://www.cms.gov/CCIIO/Resources/Regulations-and-Guidance/Downloads/2-MARS-E-v2-0-Minimum-Acceptable-Risk-Standards-for-Exchanges-11102015.pdf https://www.azleg.gov/arsDetail/?title=18

The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

3.5.10. A.R.S. §41-4282 - Statewide Information Security and Privacy Office (SISPO):

https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/41/042 82.htm

3.5.11. A.R.S. §18-551 - Definitions Information Security Including PII:

https://www.azleg.gov/ars/18/00551.htm;

3.5.12. A.R.S. §18-552 - Notification of security system breaches; requirements;

enforcement; civil penalty; preemption; exceptions:

https://www.azleg.gov/ars/18/00552.htm;

3.5.13. Arizona Executive Order 2008-10 – Mitigating Cyber Security Threats:

https://aset.az.gov/node/428;

3.5.14. SIPC Memorandum of Understanding (MOU): https://www.sipc.org/about-sipc/;

3.5.15. State Environmental policies: https://azdeq.gov/LawsAndRules;

3.5.16. Family Education Rights Privacy Act (FERPA):

https://www2.ed.gov/policy/gen/guid/fpco/ferpa/index.html?src=rn;

3.5.17. Driver’s Privacy Protection Act (DPPA):

https://azdot.gov/motor-vehicles/driver-services/driver-license-information/motor-ve hicle-records;

3.5.18. Incident Response Reporting program and system:

https://azdohs.gov/sites/default/files/p8240-incident-response-planning_0.pdf;

3.5.19. State of Arizona Library, Archives and Public Records, Records Management Division, General Retention Schedules https://azlibrary.gov/branches/archives-records-management;and

3.5.20. Payment Card Industry (PCI) Security Standards including but not limited to SupplementalDocuments,InformationSupplementsandValidationRequirements:

https://www.pcisecuritystandards.org.

Direct Contract | Revision No. 2 | Revised 08-25 | Page17of35 https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/41/04282.htm https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/41/04282.htm https://www.azleg.gov/ars/18/00551.htm https://www.azleg.gov/ars/18/00552.htm https://www.sipc.org/about-sipc/ https://azdeq.gov/LawsAndRules https://www2.ed.gov/policy/gen/guid/fpco/ferpa/index.html?src=rn https://azdot.gov/motor-vehicles/driver-services/driver-license-information/motor-vehicle-records https://azdot.gov/motor-vehicles/driver-services/driver-license-information/motor-vehicle-records https://azdohs.gov/sites/default/files/p8240-incident-response-planning_0.pdf https://azlibrary.gov/branches/archives-records-management https://www.pcisecuritystandards.org/

Uniform Terms and Conditions

The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

Uniform Terms and Conditions 10.5

1. Definition of Terms. As used in this Solicitationand any resulting Contract, the terms listed below are defined as follows:

1.1. “AI”meansthescienceandengineeringofmakingmachinescapableofperformingtasksthatare typically associated with human intelligence, such aslearningandproblem-solving,andincludes without limitation: AI systems, classic AI, external AI, generative AI, and large language model

(LLM) AI.

1.2. “Attachment” means any item the Solicitation which requires the Offeror tosubmitaspartofthe Offer.

1.3. “Contract” means the combination of the Solicitation, including the Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments.

1.4. "ContractAmendment"meansawrittendocumentsignedbytheProcurementOfficerthatisissued for the purpose of making changes in the Contract.

1.5. “Contractor” means any person who has a Contract with the State.

1.6. “Data”meansrecordedinformation,regardlessofformorthemediaonwhichitmayberecorded.

The term may include technical data and computer software. The term does not include information incidental to contract administration, such asfinancial,administrative,costorpricing, or management information.

1.7. “Days” means calendar days unless otherwise specified.

1.8. “Exhibit”meansanyitemlabeledasanExhibitintheSolicitationorplacedintheExhibitssection oftheSolicitationgenerallycontainingmaps,schematics,examplesofreports,orotherdocuments that will be used to perform the requirements of the Scope of Work after contract award.

1.9. “Gratuity” meansapayment,loan,subscription,advance,depositofmoney,services,oranything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received.

1.10. “Materials” means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space.

1.11. “Procurement Officer” means the person, or his or herdesignee,dulyauthorizedbytheStateto enterinto and administer Contracts and make writtendeterminations with respect to the Contract.

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The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

1.12. “Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements.

1.13. “State”meansanydepartment,commission,council,board,bureau,committee,institution,agency, government corporation or other establishment or official of the executive branch or corporation commission of the State of Arizona that executes the Contract.

1.14. “StateFiscalYear” means the period beginning withJuly 1 and ending June 30.

1.15. “Subcontract”meansanyContract,expressorimplied,betweentheContractorandanotherparty or between a Subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any Materials or any Services required for the performance of the Contract.

1.16. “Subcontractor”meansapersonwhocontractstoperformworkorrenderServicestoaContractor or to another Subcontractor as a part of a Contract with the State.

2. Contract Interpretation

2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform CommercialCodeasadoptedbytheStateofArizonaandtheArizonaProcurementCode,Arizona RevisedStatutes(A.R.S.)Title41,Chapter23,anditsimplementingrules,ArizonaAdministrative Code (A.A.C.) Title 2, Chapter 7.

2.2. ImpliedContractTerms.EachprovisionoflawandanytermsrequiredbylawtobeinthisContract are a part of this Contract as if fully stated in it.

2.3. Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the State and as they may be amended, the following shallprevailintheorderset forth below:

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits; then

2.3.7. AnyotherdocumentsreferencedorincludedintheSolicitationincluding,butnotlimitedto, anyBidorOfferdocumentsprovidedbytheContractorthatdonotfallintooneoftheabove categories.

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The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

2.4. Relationship of Parties.TheContractorunderthisContractisanindependentContractor.Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract.

2.5. Severability.TheprovisionsofthisContractareseverable.Anytermorconditiondeemedillegalor invalid shall not affect any other term or condition of the Contract.

2.6. NoParolEvidence.ThisContractisintendedbythepartiesasafinalandcompleteexpressionof their agreement. Nocourseofpriordealingsbetweenthepartiesandnousageofthetradeshall supplementorexplainanytermsusedinthisdocumentandnootherunderstandingeitheroralor in writing shall be binding.

2.7. No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescinginthenonconformingperformanceknowsofthenatureoftheperformanceandfailsto object to it.

3. Contract Administration and Operation

3.1. Records. UnderA.R.S.§35-214and§35-215,theContractorshallretainandshallcontractually requireeachSubcontractortoretainanyandallDataandother“records”relatingtotheacquisition andperformanceoftheContractforaperiodoffive(5)yearsafterthecompletionoftheContract.

AllrecordsshallbesubjecttoinspectionandauditbytheStateatreasonabletimes.Uponrequest, the Contractor shall produce a legible copy of any or all such records.

3.2. Non-Discrimination. The Contractor shall comply with State Executive Order Nos. 2023-09, 2023-01,2009-09,andanyandallotherapplicableFederalandStatelaws,rulesandregulations, including the Americans with Disabilities Act.

3.3. Audit.PursuanttoA.R.S.§35-214,atanytimeduringthetermofthisContractandfive(5)years thereafter, theContractor’soranySubcontractor’sbooksandrecordsshallbesubjecttoauditby theStateand,whereapplicable,theFederalGovernment,totheextentthatthebooksandrecords relate to the performance of the Contract or Subcontract.

3.4. FacilitiesInspectionandMaterialsTesting.TheContractoragreestopermitaccesstoitsfacilities, Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection of the facilities or Materials covered under this Contract as required under A.R.S. § 41-2547. The State shall also have the righttotest,atitsowncost,theMaterialstobesupplied under this Contract. Neither inspection of the Contractor’s facilities nor Materials testing shall constitutefinalacceptanceoftheMaterialsorServices.IftheStatedeterminesnon-complianceof theMaterials,theContractorshallberesponsibleforthepaymentofallcostsincurredbytheState for testing and inspection.

Direct Contract | Revision No. 2 | Revised 08-25 | Page20of35

The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project

3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to the personindicatedontheOfferandAcceptanceformsubmittedbytheContractorunlessotherwise stated in the Contract. Notices to the State required by the Contract shall be made by the ContractortotheSolicitationContactPersonindicatedontheSolicitation,statedintheContract,or listedontheState’seProcurementsystem.AnauthorizedProcurementOfficerandanauthorized Contractor representative may change their respective person to whom notice shall begivenby written notice to the other and an amendment to the Contract shall not be necessary.

3.6. Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of theProcurementOfficer.

3.7. Continuous Improvement. Contractor shallrecommendcontinuousimprovementsonanon-going basisinrelationtoanyMaterialsandServicesofferedundertheContract,withaviewtoreducing StatecostsandimprovingthequalityandefficiencyoftheprovisionofMaterialsorServices.State may require Contractor to engage in continuous improvements throughout the term of the Contract.

3.8. OtherContractors.Statemayundertakeonitsownorawardothercontractstothesameorother suppliers for additional or related work. In such cases, the Contractor shall cooperate fully with State employees and such other suppliers and carefully coordinate, fit, connect, accommodate, adjust,orsequenceitsworktotherelatedworkbyothers.WheretheContractrequireshanding-off Contractor’sworktoothers,ContractorshallcooperateasStateinstructsregardingthenecessary transfer of its work product, Materials, Services, or records to State or the other suppliers.

Contractor shall not commit or permit any act that interferes with the State’s or other suppliers’ performanceoftheirwork,providedthat,Stateshallenforcetheforegoingsectionequitablyamong all its suppliers so as not impose an unreasonable burden on any one of them.

3.9. Ownership of Intellectual Property

3.9.1. Rights In Work Product. All intellectual property originated or prepared by Contractor pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual copyrights, trademarks, trade names, trade secrets, technical communications, records reports, computer programs and other documentation or improvementsthereto,including Contractor’s administrative communications and records relating to the Contract, are considered work product and Contractor’s property, providedthat,StatehasGovernment Purpose Rights to that work product as and when it was delivered to State.

3.9.2. “Government Purpose Rights” are:

3.9.2.1. theunlimited,perpetual,irrevocable,royaltyfree,non-exclusive,worldwideright to use, modify, reproduce, release, perform, display, sublicense, disclose and

Direct Contract | Revision No. 2 | Revised 08-25 | Page21of35

The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project create derivatives from that work product without restriction for any activity in which State is a party;

3.9.2.2. the right to release or disclose that work product to third partiesforanyState government purpose; and

3.9.2.3. the righttoauthorizethosetowhomitrightfullyreleasesordisclosesthatwork product to use, modify, release, create derivative worksfromtheworkproduct foranyStategovernmentpurpose;suchrecipientsbeingunderstoodtoinclude the federal government, the governments of other states, and various local governments.

3.9.3. “GovernmentPurposeRights”donotincludeanyrighttouse,modify,reproduce,perform, release, display, create derivative works from or disclose that work product for any commercial purpose, or to authorize others to do so.

3.9.4. JointDevelopments.TheContractorandStatemayeachuseequallyanyideas,concepts, know-how, or techniques developedjointlyduringthecourseoftheContract,andmaydo so at their respective discretion, without obligation of notice or accounting to the other party.

3.9.5. Pre-existingMaterial.Allpre-existingsoftwareandotherMaterialsdevelopedorotherwise obtained by or for Contractor or its affiliates independently of the Contract or applicable Purchase Orders arenotpartoftheworkproducttowhichrightsaregrantedStateunder subparagraph 3.9.1 above, and will remaintheexclusivepropertyofContractor,provided that:

3.9.5.1. anyderivativeworksofsuchpre-existingMaterialsorelementsthereofthatare created pursuant to the Contract are part of that work product;

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

3.9.5.3. exceptasexpresslystatedotherwise,nothingintheContractistobeconstrued to interfere or diminish Contractor’s or its affiliates’ ownership of such pre-existing Materials.

3.9.6. DevelopmentsOutsideOfContract.UnlessexpresslystatedotherwiseintheContract,this Section does not preclude Contractor from developing competing Materials outside the Contract, irrespective of any similarity to Materials delivered or to be delivered to State hereunder.

3.10. PropertyoftheState.IfthereareanymaterialsthatarenotcoveredbySection3.9abovecreated underthisContract,includingbutnotlimitedto,reportsandotherdeliverables,thesematerialsare the sole property of the State. The Contractor is not entitled to a patent or copyright on those

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The Deaf And The BlindContract No.: CTR078698

Description: Family Support Services for Arizona Deafblind Project materialsandmaynottransferthepatentorcopyrighttoanyoneelse.TheContractorshallnotuse or release these materials without the prior written consent of the State.

3.11. Federal Immigration and Nationality Act. Contractor shall comply with all federal,stateandlocal immigration laws and regulations relating to theimmigrationstatusoftheiremployeesduringthe term of the contract. Further, Contractor shall flow down this requirement to all Subcontractors utilizedduringthetermofthecontract.TheStateshallretaintherighttoperformrandomauditsof Contractor and Subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that the Contractor or any Subcontractors be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to:

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

3.12. E-VerifyRequirements.InaccordancewithA.R.S.§41-4401,Contractorwarrantscompliancewith all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23- 214, Subsection A.

3.13. OffshorePerformanceofWorkinvolvingDataisProhibited.AnyServicesthataredescribedinthe specifications or scope of work that directly serve the State of Arizona or its clientsandinvolve access to Data shall be performed within the defined territories of the United States.

3.14. Protection of State…