YH25-0076-02_FE_Direct_Contract_for_Physician_Consultant_Services.pdf

CONTRACT YH25-0073-02

PHYSICIAN CONSULTANT SERVICES

This Contract is entered into by and between Dr. Robert Fukuchi (The Contractor), and the Arizona Health Care Cost Containment System (AHCCCS), and shall be effective upon execution by both parties and terminated pursuant to the terms set forth in this agreement.

Contractor Name: Dr. Robert Fukuchi

Address: 6717 E. Monterosa Street Scottsdale, AZ 85251 Email address: robert.fukuchi@azahcccs.gov

Term of Contract: The term of this Contract is from July 1, 2025 through June 30, 2026, with options to extend by mutual agreement of the parties in a duly authorized and executed amendment.

This Contract is the complete and exclusive statement of the understanding between the parties, and it supersedes all proposals, oral or written, and all other documents or communications between the parties relative to the subject matter herein covered, unless such documents or communications are specifically included by reference.

Electronic Submission: A portable document file (PDF) copy of this agreement shall serve as the original.

IN WITNESS THEREOF THE PARTIES HERETO SIGN THEIR NAMES IN AGREEMENT.

NAME OF CONTRACTOR/PROVIDER:

ARIZONA HEALTH CARE COST CONTAINMENT SYSTEM

SIGNATURE OF AUTHORIZED INDIVIDUAL:

SIGNATURE:

TYPED NAME:

TYPED NAME:

TITLE:

TITLE:

DATE: DATE:

Docusign Envelope ID: 9518FF2C-9464-435C-BBCB-2B7BF73A941A

3/17/2025

Procurement Manager

Tracey ThomasDr. Fukuchi

MD

3/18/2025 mailto:robert.fukuchi@azahcccs.gov

SCOPE OF WORK

1. PROJECT OR SERVICE OVERVIEW/BACKGROUND

The level of service required to perform the Scope of Work described herein will necessitate the availability of the Consultant on an "as needed" basis. The performance of these services will be scheduled at the mutual convenience of AHCCCS and the Consultant.

2. CONSULTANT CREDENTIALS

The Consultant shall be Arizona licensed and board certified, or board eligible, as a Physician in his/her area of specialty.

3. CONSULTANT RESPONSIBILITIES

The Contractor shall:

3.1 Provide consultation services as requested to AHCCCS personnel involved with the performance of the

Preadmission Screening (PAS) for the Arizona Long Term Care System (ALTCS), Children’s Rehabilitative Services (CRS) Program, and other AHCCCS programs as needed.

3.2 Schedule availability for phone consultation on an “as needed” basis, Monday through Friday (excluding State holidays) at the mutual convenience of AHCCCS and the Consultant.

3.3 Make a written final determination of risk for institutionalization or CRS Enrollment of a person based upon data collected during the screening process in keeping with the eligibility criteria within mutually agreed upon timeframes.

3.4 As necessary, participate in the performance of a preadmission screening.

3.5 As requested, perform quality assurance assignments.

3.6 Assist in the development of medical policy necessary to the establishment and operation of the

Medicaid program with regard to the following areas:

3.6.1 Utilization Review (UR) including PAS;

3.6.2 Quality Assurance (QA);

3.6.3 Case Management;

3.6.4 Medical Claims Review;

3.6.5 Mental Health.

3.6.6 Children’s Rehabilitative Services

3.7 Evaluation and revision of PAS or CRS tools as needed.

3.8 Attend meetings, orientation and training sessions as needed in conjunction with the performance of duties regarding ALTCS program or CRS enrollment.

3.9 Become familiar with the AHCCCS management information system as needed to perform assigned duties.

3.10 Travel as required for the performance of the Consultant’s duties as described herein.

3.11 Participate in hearings to provide testimony in person or telephonically as required by AHCCCS.

3.12 For hearings, PAS reviews, or CRS reviews, the Consultant may be requested to submit a written case summary within mutually agreed timeframes. That summary may include the following:

3.12.1 A brief summary of the significant medical conditions.

3.12.2 Discussion of the extent of the impact the current medical condition has upon physical/mental functioning.

3.12.3 A prognosis with an estimate of chances for recovery or satisfactory maintenance of health without Medicaid intervention. (for example, the Consultant may think the applicant can be serviced adequately through supervisory care facilities, periodic outpatient care, or intermittent hospital stay).

3.12.4 An opinion about the stability of the medical condition; how likely is it that symptoms will recur or the severity of the condition will become worse or cause significant impairment in mental or physical function (over the course of the next few months).

3.13 Place of Performance:

Services under this Contract are performed remotely, however AHCCCS may request the Contractor’s presence in person at the AHCCCS central office from time to time which will be discussed as needed.

4. AHCCCS RESPONSIBILITIES

AHCCCS will:

4.1 Present an orientation program, initial and subsequent training session(s) to the Consultant as determined appropriate.

4.2 Provide technical assistance to the Consultant as determined necessary and appropriate by AHCCCS.

4.3 Monitor the performance of the Consultant in all phases of work performed in conjunction with the requirements as stated herein.

4.4 Provide the Consultant with pertinent information concerning all hearings that require his/her participation.

5. LEGAL AUTHORITY

This contract is being entered into pursuant to A.R.S. § 36-2906, and any rules adopted thereunder.

6. INVOICES

6.1 The Contractor shall submit invoices by the 10th of the month in the required agency format.

6.2 Each invoice shall provide the following information, as applicable:

6.2.1 AHCCCS’ assigned contract number, YH25-0076-02.

6.2.2 Name of AHCCCS contact person for this agreement

6.2.3 Date(s) services were performed with specific customer references for each block of time or other activity performed listed.

6.3 Invoices shall be e-mailed to ahcccsdbfadminpayables@azahcccs.gov with a copy to the identified ALTCS PAS Coordinator for review and approval.

7. PRICING

7.1 The following rate shall be in effect during the life of the contract unless otherwise modified by mutual agreement of the parties in a duly authorized and executed amendment.

$205.00/hour

7.2 All increases in rate will be at the sole option of AHCCCS and is contingent upon funding availability and effective upon written contract amendment.

7.3 Rate Reduction: Rate reductions may be submitted to the AHCCCS procurement officer for consideration at any time during the contract period.

mailto:ahcccsdbfadminpayables@azahcccs.gov

DEFINITION OF TERMS

As used in this Contract, the terms listed below are defined as follows:

1.0 AHCCCS: The Arizona Health Care Cost Containment System – a Medicaid managed health care program which pertains to health care services provided pursuant to A.R.S. 36-2903 et seq., and is also the name of the State agency.

2.0 ARIZONA LONG TERM CARE SYSTEM (ALTCS): An AHCCCS program which delivers long-term, acute, behavioral health and case management services as authorized by A.R.S. §36-2931 et seq., to eligible members who are either elderly and/or have physical disabilities, and to members with developmental disabilities, through contractual agreements and other arrangements.

3.0 ATTACHMENT: Any item the Solicitation requires an Offeror to submit as part of the Offer.

4.0 CHILDREN’S REHABILITATIVE SERVICES (CRS): A program that provides medical treatment, rehabilitation, and related support services to Title XIX and Title XXI members who have completed the CRS application and have met the eligibility criteria to receive CRS-related services as specified in 9 A.A.C. 22.

5.0 CONTRACT: The combination of the Contract Terms and Conditions, and Scope of Work; Contract

Amendments; and any terms applied by law.

6.0 CONTRACT AMENDMENT: A written document signed by the Procurement officer that is issued for the purpose of making changes in the contract.

7.0 CONTRACTOR: A person who has a contract with AHCCCS.

8.0 DAYS: Calendar days unless otherwise specified.

9.0 DELIVERABLES: All items that the Contractor is required to deliver under this Contract.

10.0 GRATUITY: A payment, loan, subscription, advance, deposit of money, services or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received.

11.0 HEALTH PLAN: An organization which contracts with the AHCCCS Administration to administer the provision of a comprehensive package of AHCCCS covered acute and behavioral health care services to AHCCCS members enrolled with the health plan.

12.0 MATERIALS: 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.

13.0 MAY: Indicates something that is not mandatory but permissible.

DEFINITION OF TERMS

14.0 PRE-ADMISSION SCREENING (PAS): A process of determining an individual’s risk of institutionalization at a NF or ICF level of care as specified in 9 A.A.C. 28 Article 1.

15.0 PROCUREMENT OFFICER: The person, or his or her designee, duly authorized by the State and AHCCCS to enter into and administer Contracts and made written determinations with respect to the Contract.

16.0 PROGRAM CONTRACTOR: An organization which contracts with the AHCCCS Administration to execute the provision of a comprehensive package of ALTCS covered acute care, behavioral health services and long term care services to ALTCS members enrolled with the program contractor.

17.0 SCOPE OF WORK: Those provisions of this solicitation which specify the work and/or results to be achieved by the Contractor.

18.0 SERVICES: Means all effort to be expended by the Contractor under the Contract, including advice and expertise, and development and delivery of deliverables.

19.0 SHALL, MUST: Indicates a mandatory requirement. Failure to meet these mandatory requirements may result in the rejection of a proposal as non-responsive.

20.0 SHOULD: Indicates something that is recommended but not mandatory. If the Offeror fails to provide recommended information, the State may, at its sole option, ask the Offeror to provide the information or evaluate the proposal without the information.

21.0 STATE: The State of Arizona.

22.0 STATE FISCAL YEAR: The period beginning with July 1 and ending June 30.

23.0 SUBCONTRACT: Any Contract, express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or any service required for the performance of the Contract.

SPECIAL TERMS AND CONDITIONS

1. Term of Contract and Option to Renew:

1.1. The initial term of this contract shall be for one (1) year with four (4) one-year options to extend, not to exceed a total contracting period of five (5) years. The terms and conditions of any such contract extension shall remain the same as the original contract, as amended. All contract extensions shall be through contract amendment and shall be at the sole option of AHCCCS.

1.2. When the Procurement officer issues an amendment to extend the contract, the provisions of such extension will be deemed to have been accepted 60 days after the date of mailing by the Procurement officer, even if the extension amendment has not been signed by the Contractor, unless within that time the Contractor notifies the Procurement officer in writing that it refuses to sign the extension amendment. If the Contractor provides such notification, the Procurement officer will initiate contract termination proceedings.

1.3. If the Contractor chooses not to renew this contract, the Contractor may be liable for certain costs associated with the transition of its members to a different Contractor. If the Contractor provides the

Procurement officer written notice of its intent not to renew this contract at least 180 days before its expiration, this liability for transition costs may be waived by the Procurement officer.

2. Assignment of Contract and Bankruptcy:

This contract is voidable and subject to immediate cancellation by the Procurement officer upon Contractor becoming insolvent or filing proceedings in bankruptcy or assigning rights or obligations under this contract without the prior written consent of the Procurement officer.

3. Choice of Forum:

The parties agree that jurisdiction over any action arising out of or relating to this contract shall be brought or filed in a court of competent jurisdiction located in the State of Arizona.

4. Conflict of Interest:

The Contractor shall not undertake any work that represents a potential conflict of interest, or which is not in the best interest of AHCCCS or the State without prior written approval by AHCCCS. The Contractor shall fully and completely disclose any situation that may present a conflict of interest. If the Contractor is now performing or elects to perform during the term of this contract any services for any AHCCCS health plan, provider or Contractor or an entity owning or controlling same, the Contractor shall disclose this relationship prior to accepting any assignment involving such party.

5. Contract Cancellation (Immediate):

This contract is critical to AHCCCS and the agency reserves the right to immediately cancel the whole or any part of this contract due to failure of the Contractor to carry out any material obligation, term or condition of the contract. The Procurement officer shall issue a written notice of default effective at once and not deferred by any interval of time. Default shall be for acting or failing to act an in any of the following:

5.1. The Contractor provides material that does not meet the specifications of the contract;

5.2. The Contractor fails to adequately perform the services set forth in the specifications of the contract;

5.3. The Contractor fails to complete the work required or furnish the materials required within the time stipulated in the contract;

5.4. The Contractor fails to make progress in the performance of the contract and/or gives the Procurement officer reason to believe that the Contractor will not or cannot perform to the requirements of the contract.

5.5. The Procurement officer may resort to any single or combination of the following remedies:

5.5.1. Cancel any contract;

5.5.2. Reserve all rights or claims to damage for breach of any covenants of the contract;

5.5.3. Perform any test or analysis on materials for compliance with the specifications of the contract. If the result of any test confirms a material non-compliance with the specifications, any reasonable expense of testing shall be borne by the Contractor.

5.5.4. In case of default, the Procurement officer reserves the right to purchase materials or to complete the required work in accordance with the Arizona Procurement Code. The

Procurement officer may recover reasonable excess costs from the Contractor by:

5.5.4.1. Deduction from an unpaid balance;

5.5.4.2. Collection against the bid and/or performance bond; or

5.5.4.3. Any combinations of the above or any other remedies as provided by law.

6. Contract Cancellation (Minimum 10 Day): The Procurement officer reserves the right to cancel the whole or any part of this contract due to failure by the Contractor to carry out any material obligation, term or condition of the contract. The Procurement officer shall issue written notice to the Contractor for acting or failing to act as in any of the following

6.1. The Contractor provides material that does not meet the specifications of the contract;

6.2. The Contractor fails to adequately perform the services set forth in the specifications of the contract;

6.3. The Contractor fails to complete the work required or furnish the materials required within the time stipulated by the contract;

6.4. The Contractor fails to make progress in the performance of the contract and/or gives the Procurement officer reason to believe that the Contractor will not or cannot perform to the requirements of the contract;

6.5. Upon receipt of the written notice of concern, the Contractor shall have a minimum of ten (10) days

(Procurement officer may determine a longer period) to provide a satisfactory response to the

Procurement officer. Failure on the part of the Contractor to adequately address all issues of concern may result in the Procurement officer resorting to any single or combinations of the following remedies.

6.5.1. Cancel any contract;

6.5.2. Reserve all rights or claims to damage for breach of any covenant of the contract;

6.5.3. Perform any test or analysis on materials for compliance with the specifications of the contract. If the result of any test confirms a material no-compliance with the specifications, any reasonable expense of testing shall be borne by the Contractor;

6.5.4. In case of default, the Procurement officer reserves the right to purchase materials, or to complete the required work in accordance with the Arizona Procurement Code. The

Procurement officer may recover reasonable excess costs from the Contractor by;

6.5.4.1. Deduction from an unpaid balance;

6.5.4.2. Collection against the bid and/or performance bond; or

6.5.4.3. Any combination of the above or any other remedies as provided by law.

7. Contract Disputes: Contract disputes arising under A.R.S. § Title 36, Chapter 29 shall be adjudicated in accordance with AHCCCS Rules.

8. Cooperation with other Contractors: AHCCCS may award other contracts for additional or related work and the

Contractor shall fully cooperate with such other contractors and AHCCCS employees or designated agents, and carefully fit its own work to such other contractors' work. Contractor shall not commit or permit any act which will interfere with the performance of work by any other contractor or by AHCCCS employees. AHCCCS shall equitably enforce this section to all contractors to prevent the imposition of unreasonable burdens on any contractor.

9. Confidentiality of Records and Disclosure of Confidential Information:

9.1. The Contractor shall not, without prior written approval from AHCCCS, either during or after the performance of the services required by this contract, use, other than for such performance, or disclose to any person other than AHCCCS personnel with a need to know, any information, data, material, or exhibits created, developed, produced, or otherwise obtained during the course of the work required by this contract. This nondisclosure requirement shall also pertain to any information contained in reports, documents, or other records furnished to the Contractor by AHCCCS.

9.2. The Contractor shall establish and maintain written policies procedures and controls, approved by

AHCCCS, governing access to, duplication of, and dissemination of all such information for the purpose of assuring that no information contained in its records or obtained from AHCCCS or others carrying out its functions under the contract, is used or disclosed by it, its agents, officers or employees, except as required to efficiently perform duties under the contract. Persons requesting such information shall be referred to AHCCCS. The Contractor’s data safeguard program shall further conform to the data confidentiality and security requirements of AHCCCS policy and procedures, and all-relevant state and federal requirements, including HIPAA standards.

9.3. The disclosure of information in summary, statistical, or other form that does not identify particular individuals is permitted only with prior AHCCCS approval. The use or disclosure of information concerning Members will be limited to purposes directly connected with the scope of this contract.

9.4. The Contractor shall advise its employees, agents and subcontractors, if any, that they are subject to these confidentiality requirements. A signed confidentiality statement containing language approved by

AHCCCS will be obtained from all employees, agents and subcontractors, if any, and maintained in the individual’s personnel file with a copy sent to AHCCCS upon request.

10. Covenant against Contingent Fees:

The Contractor warrants that no person or agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee. For violation of this warranty, the Procurement officer shall have the right to annul this contract without liability.

11. Contract Order of Precedence:

11.1. The parties to this contract shall be bound by all terms and conditions contained herein. For interpreting such terms and conditions the following sources shall have precedence in descending order: The

Constitution and laws of the United States and applicable Federal regulations; the terms of the CMS

Section 1115 waiver for the State of Arizona; the Arizona State Plan; the Constitution and laws of

Arizona, and applicable State Rules; the terms of this Contract which consists of the RFP, the Proposal of the Successful Offeror, and any Best and Final Offer including any attachments, executed amendments and modifications; and AHCCCS policies and procedures.

11.2. The Contract consists of the following, in order of Precedence:

11.2.1. HIPAA Business Associates Agreement or Addendum (if included)

11.2.2. Contract Amendments issued after award in descending order;

11.2.3. Special Terms and Conditions;

11.2.4. Uniform Terms and Conditions;

11.2.5. Statement or Scope of Work;

11.2.6. Specifications;

11.2.7. Attachments;

11.2.8. Exhibits;

11.2.9. Documents referenced or included in the Solicitation as may be amended.

11.2.10. AHCCCS policies and procedures incorporated by reference.

11.2.11. The proposal submitted by the Contractor in response to the RFP including any Best and Final

Offers.

11.3. In the event of a conflict in language between the Offeror’s proposal (including any Best and Final Offers) and the RFP (including AHCCCS policies and procedures incorporated by reference), the provisions and requirements set forth and/or referenced in the RFP (including AHCCCS policies and procedures incorporated by reference) shall govern.

11.4. The contract shall be construed according to the laws of the State of Arizona. The State of Arizona is not obligated for the expenditures under the contract until funds have been encumbered.

12. Administrative Changes

The Procurement Officer, or authorized designee, reserves the right to correct any obvious clerical, typographical or grammatical errors, as well as errors in party contact information (collectively, “Administrative Changes”), prior to or after the final execution of a Contract or Contract Amendment. Administrative Changes subject to permissible corrections include: misspellings, grammar errors, incorrect addresses, incorrect Contract Amendment numbers, pagination and citation errors, mistakes in the labeling of the rate as either extended or unit, and calendar date errors that are illogical due to typographical error. The Procurement Office shall subsequently notice the Contractor of corrections to administrative errors in a written confirmation letter with a copy of the corrected Administrative Change attached.

13. Fraud and Abuse:

13.1. It shall be the responsibility of the Contractor to report all cases of suspected fraud and abuse by subcontractors, members or employees. The Contractor shall provide written notification of all such incidents to the AHCCCS Office of Inspector General (AHCCCS OIG) immediately.

13.2. As stated in A.R.S. § 13-2310, incorporated herein by reference, any person who knowingly obtains any benefit by means of false or fraudulent pretenses, representations, promises or material omissions is guilty of a class 2 felony.

13.3. Contractors are required to research potential overpayments identified by a fraud and abuse investigation or audit conducted by AHCCCS. After conducting a cost benefit analysis to determine if such action is warranted, the Contractor should attempt to recover any overpayments identified due to erroneous, false or fraudulent billings.

14. Independent Contractor and Employees of Contractor:

The Contractor represents himself/herself to be an independent contractor offering such services to the general public and shall not represent himself/herself or his/her employees to be an employee of the State of Arizona and/or AHCCCS. Therefore, the Contractor shall assume all legal and financial responsibility for taxes, FICA, employee fringe benefits, workers compensation, employee insurance, etc. All employees of the Contractor employed or in performance of work under this Contract shall be employees of the Contractor at all times and not of AHCCCS. The Contractor shall comply with the Social Security Act, Workers' Compensation laws and unemployment laws of the State of Arizona as well as federal, state and local legislation relevant to the Contractor's business.

15. Licenses:

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

16. Lobbying:

No funds paid to the Contractor by AHCCCS, or interest earned thereon, shall be used for the purpose of influencing or attempting to influence an officer or employee of any federal or State agency, a member of the United States Congress or State Legislature, an officer or employee of a member of the United States Congress or State Legislature in connection with awarding of any federal or State contract, the making of any federal or State grant, the making of any federal or State loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal or State contract, grant, loan, or cooperative agreement. The Contractor shall disclose if any funds other than those paid to the Contractor by AHCCCS have been used or will be used to influence the persons and entities indicated above and will assist AHCCCS in making such disclosures to CMS.

17. No Guaranteed Quantities:

AHCCCS does not guarantee the Contractor any minimum or maximum quantity of services or goods to be provided under this contract.

18. Non-exclusive Contract:

Any contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of AHCCCS. The state reserves the right to obtain like goods or services from another source when necessary.

19. Ownership of Information and Data:

19.1. Any data or information system, including all software, documentation and manuals, developed by

Contractor pursuant to this contract, shall be deemed to be owned by AHCCCS. The federal government reserves a royalty‑free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use for federal government purposes, such data or information system, software, documentation and manuals. Proprietary software which is provided at established catalog or market prices and sold or leased to the general public shall not be subject to the ownership or licensing provisions of this section.

19.2. Data, information and reports collected or prepared by Contractor in the course of performing its duties and obligations under this contract shall be deemed to be owned by AHCCCS. The ownership provision is in consideration of Contractor's use of public funds in collecting or preparing such data, information and reports. These items shall not be used by Contractor for any independent project of Contractor or publicized by Contractor without the prior written permission of the Procurement officer. Subject to applicable state and federal laws and regulations, AHCCCS shall have full and complete rights to reproduce, duplicate, disclose and otherwise use all such information. At the termination of the contract, Contractor shall make available all such data to the Procurement officer within thirty (30) days following termination of the contract or such longer period as approved by the Procurement officer. For purposes of this subsection, the term "data" shall not include member medical records.

19.3. Except as otherwise provided in this section, if any copyrightable or patentable material is developed by

Contractor in the course of performance of this contract, the federal government, AHCCCS and the State of Arizona shall have a royalty‑free, nonexclusive, and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for state or federal government purposes.

Contractor shall additionally be subject to the applicable provisions of 45 CFR Part 74 and 45 CFR Parts 6 and 8.

20. Records:

20.1. In addition to the requirements set forth in this contract under the Uniform Terms and Conditions, all books and records shall be maintained to the extent and in such detail as required by AHCCCS Rules and

Policies. The AHCCCS records management guidelines are located at: http://www.azahcccs.gov. Records shall include, but not be limited to, financial statements, case files (both hard copy and stored data), and other records specified by AHCCCS.

20.2. The Contractor shall make available at its office at all reasonable times during the term of this contract and the period set forth in in this section, any of its records for inspection, audit or reproduction by any authorized representative of AHCCCS, State or Federal government.

20.3. The 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 below:

http://www.azahcccs.gov/

20.3.1. 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 years from the date of any such termination.

20.3.2. Records that relate to grievances, 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 AHCCCS, shall be retained by the Contractor for a period of five years after the date of final disposition or resolution thereof.

20.3.3. Completed case files shall be scheduled for archive shipment to AHCCCS, as defined by AHCCCS

Policy and Procedures.

21. Responsibility for Payments Indemnification: The Contractor shall be responsible for issuing payment for services performed by the Contractor's employees and will indemnify and save AHCCCS harmless for all claims whatsoever growing out of the lawful demands of employees, subcontractors, suppliers or any other third party incurred in the furtherance of the performance of the contract. The Contractor shall, at AHCCCS' request, furnish satisfactory evidence that all obligations of the nature hereinabove designated have been paid, discharged or waived.

Special Terms and Conditions

INSURANCE REQUIREMENTS

INDEMNIFICATION AND INSURANCE TERMS – Professional Service Contracts

1.1. Indemnification Clause

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona.

This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

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

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) – Occurrence Form

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

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Damage to Rented Premises $ 50,000

Each Occurrence $1,000,000

a. The policy shall be endorsed, as required by this written agreement, to include the State of

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

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

1.3.2. Business Automobile Liability

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

Combined Single Limit (CSL) $1,000,000

a. Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor.

b. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities,

1.3.3. Workers’ Compensation and Employers' Liability

Workers' Compensation Statutory

Employers' Liability o Each Accident $1,000,000 o Disease – Each Employee $1,000,000 o Disease – Policy Limit $1,000,000

a. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities,

b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S.

§ 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

1.3.4. Professional Liability (Errors and Omissions Liability)

Each Claim $2,000,000

Annual Aggregate $2,000,000

a. In the event that the Professional Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two (2) years beginning at the time work under this Contract is completed.

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

1.4. Additional Insurance Requirements

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

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

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 within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, 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 Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

1.7. Verification of Coverage

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

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

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

1.7.3. All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance.

The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

1.8. Subcontractors

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

1.9. Approval and Modifications

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

1.10. Exceptions

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

Uniform Terms and Conditions Version 10.5

1. Definition of Terms. All definitions listed in the definition of terms.

2. Contract Interpretation

2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform

Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona

Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative

Code (A.A.C.) Title 2, Chapter 7.

2.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it.

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

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits; then

2.3.7. Any other documents referenced or included in the Solicitation including, but not limited to, any Bid or Offer documents provided by the Contractor that do not fall into one of the above categories.

2.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the

Contract.

2.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract.

2.6. No Parol Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding.

2.7. No Waiver. Either party’s failure to insist on strict performance of any term or condition of the

Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it.

3. Contract Administration and Operation

3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each Subcontractor to retain any and all Data and other “records” relating to the acquisition and performance of the Contract for a period of five (5) years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times.

Upon request, the Contractor shall produce a legible copy of any or all such records.

3.2. Non-Discrimination. The Contractor shall comply with State Executive Order Nos. 2023-09, 2023-01, 2009-09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. Contractor shall include these provisions in contracts with Subcontractors when required by Federal or State law.

3.3. Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five

(5) years thereafter, the Contractor’s or any Subcontractor’s books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract.

3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection of the facilities or Materials covered under this Contract as required under A.R.S. § 41-

2547. The State shall also have the right to test, at its own cost, the Materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor Materials testing shall constitute final acceptance of the Materials or Services. If the State determines non-compliance of the

Materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.

3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the

Contractor to the Solicitation Contact Person indicated on the Solicitation, stated in the Contract, or listed on the State’s eProcurement system. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by 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 the Procurement Officer.

3.7. Continuous Improvement. Contractor shall recommend continuous improvements on an on-going basis in relation to any Materials and Services offered under the Contract, with a view to reducing

State costs and improving the quality and efficiency of the provision of Materials or Services. State may require Contractor to engage in continuous improvements throughout the term of the

3.8. Other Contractors. State may undertake on its own or award other contracts to the same or other 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, or sequence its work to the related work by others. Where the Contract requires handing-off Contractor’s work to others, Contractor shall cooperate as State instructs regarding the necessary 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’ performance of their work, provided that, State shall enforce the foregoing section equitably among 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 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.

3.9.2. “Government Purpose Rights” are:

3.9.2.1. 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;

3.9.2.2. the right to release or disclose that work product to third parties for any

State government purpose; and

3.9.2.3. 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.

3.9.3. “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.

3.9.4. Joint Developments. The Contractor and State 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.

3.9.5. 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:

3.9.5.1. any derivative works of such pre-existing Materials or elements thereof that are created pursuant to the Contract are part of that work product;

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