request for qualified vendor application amendment

2 In accordance with Section 6, 6.6 Agreement Changes, the below revisions are posted for review 3 and comment from June 28, 2019 through July 28, 2019. 4 5 Written comments and opinions on the proposed changes will be accepted until 11:59 PM (M.S.T.) on 6 July 28, 2019 and will be considered when the changes are to be made final. The Department prefers that

7 comments be submitted electronically through the Division’s DDD QVA Contracts Unit email box at

8 [email protected]. Please include in the email subject line “Proposed Changes to RFQVA # 9 DDD 710000 _ A 7”

10

--- DEPAR T MENT OF ---

ECONOMIC SECUR I TY

I Your Partner For A Stron9er Arizona

1

REQUEST FOR QUALIFIED VENDOR APPLICATION AMENDMENT

RFQVA No.: DDD-710000

Amendment No. 7 Date:6-28-2019

Arizona Department of Economic Security

1789 W Jefferson Street, Mail Drop 2HC3,

Phoenix, AZ 85007

11 REQUEST FOR QUALIFIED VENDOR APPLICATION AMENDMENT #7 12 13 EFFECTIVE September 1, 2019, THE ABOVE REFERENCED REQUEST FOR QUALIFIED VENDOR 14 APPLICATION IS HEREBY AMENDED AS FOLLOWS: 15 16 1. Section 5 - Service Requirements/Scope of Work:

17 A. Section 5 - Service Requirement Attachment is revised and replaced. Sections added 18 or revised are as follow: 19 1) Section 5.1.13 added as new AHCCCS requirements. 20 2) Section 5.1.14 added as new AHCCCS requirement. 21 3) Section 5.6. Vendor Call has been revised and replaced. 22 23 2. Section 6 – DES/DDD Standard Terms and Conditions for Qualified Vendors:

24 A. Section 6 - is revised and replaced. Sections added or revised are as follow:

25 1) 6.1 Definition of Terms revised to reflect:

26 a) “6.1.10 Application means a completed copy of the Application and Qualified 27 Vendor Agreement Award form submitted in hardcopy to the 28 Division; the required information in the Qualified Vendor 29 Application (QVA) in the FOCUS system and submitted 30 electronically to the Division via the Division’s website, and 31 approved by the Division; a hardcopy of the required information 32 entered into Qualified Vendor Application in the FOCUS system 33 submitted to and approved by the Division; and all applicable 34 submittals required in the Qualified Vendor Application Assurances 35 and Submittals form submitted to and approved by the Division.” 36 37 b) “6.1.22 Encounter means the record of a claim as adjudicated by the Division for a 38 health care related service rendered by provider(s) registered with 39 AHCCCS to an AHCCCS member who is enrolled with the Division on the 40 date of service (A.A.C. R9-22-701).”

RFQVA # DDD 710000 6-1 Draft for Public Comment

mailto:[email protected]

4142 c) “6.1.39 Third Party Liability means the resources available from a person or 43 entity that is or may be, by agreement, circumstances, or otherwise, 44 liable to pay all or part of the medical expenses incurred by a 45 Division client (A.A.C. R6-6-101.71 and A.A.C. Title 9, Chapter 22, 46 Article 10).” 4748 d) “6.1.40 Third Party Payor means any individual, entity or program that is or 49 may be liable to pay all or part of the medical cost of injury, disease 50 or disability of a Division client (A.A.C. R6-6-101.72).” 5152 2) 6.2 Agreement Interpretation revised to reflect: 5354 a) “6.2.3.6 Information entered into the Qualified Vendor Contract (QVC) in the 55 FOCUS system (most recently approved);” and 56 57 b) “6.2.3.7 Attachments to information entered into QVC (most recently approved).” 58 59 3) 6.3 Agreement Administration and Operation revised to reflect: 60 61 a) “6.3.3.5 A Qualified Vendor receiving payments from the Department for Qualified 62 Vendor services in any state fiscal year in the amount of at least two million 63 dollars ($2,000,000) but less than five-million dollars ($5,000,000) shall 64 provide the Department the following: (a) Semi-annual financial statements 65 no later than sixty (60) days following the end of the second (2nd ) and fourth 66 (4th) quarters; and (b) Annual financial statements that have been reviewed 67 by an independent Certified Public Accountant. Review report must consist 68 of at least a Balance Sheet, Income Statement and Statement of Cash 69 Flows. Annual financial statements shall be submitted to the Division no later 70 than thirty (30) days after the completion of the review unless a different time 71 has been requested and approved by the Division.” 72 73 b) “6.3.3.6 A Qualified Vendor receiving payments from the Department for Qualified 74 Vendor services in any state fiscal year in the amount of at least one million 75 dollars ($1,000,000) to less than two-million dollars ($2,000,000) shall 76 provide the Department the following: (a) Annual Financial Statements no 77 later than sixty (60) days following the end of the fiscal year and (b) 78 compilation that has been compiled by an independent Certified Public 79 Accountant. A compilation must consist of at least a Balance Sheet, Income 80 Statement and Statement of Cash Flows. Annual financial statements shall 81 be submitted to the Division no later than thirty (30) days after the completion 82 of the compilation unless a different time has been requested and approved 83 by the Division.” 84 85 c) “6.3.3.7 A Qualified Vendor receiving payments from the Department for Qualified 86 Vendor services in any state fiscal year less than one million dollars 87 ($1,000,000) shall provide the Department an annual financial statement 88 that c onsists of a Balance Sheet, I ncome Statement, and Statement of 89 Cash Flows within one hundred twenty (120) days after fiscal year end. 90 If you are a Sole Proprietor (not incorporated) entity without employees, 91 you may submit your tax returns for the fiscal year (in lieu of the financial 92 statements) no later than 120 days after the fiscal year ends.” 93 94 d) “6.3.9 Agreement Extension


https://R6-6-101.72

95 The maximum term for this Agreement is ten (10) years from January 1, 96 2011. This Agreement will expire no later than December 31, 2021. The 97 Agreement can be terminated as specified in Section 6.10 et s eq. of these 98 terms and conditions. T he Procurement O fficer may exercise the Division’s 99 option to extend or renew the Agreement by unilateral Agreement

100 amendment; a written amendment signed by both parties shall not be 101 necessary. The Division has no obligation to extend or renew this 102 Agreement. 103 104 4) 6.4 Costs and Payments revised to reflect: 105 a) “6.4.5.1 The Qualified Vendor shall impose no fees or charges of any kind upon 106 members for services authorized under this Agreement; this prohibition 107 includes but is not limited to seeking indemnification, release, or other 108 contract rights from the member.” 109 110 b) “6.4.5.2 The Qualified Vendor shall not s ubmit a claim, de mand, or otherwise collect 111 payment from a member for ALTCS services in excess of the amount paid to 112 the Qualified Vendor by the AHCCCS or the Division. The Qualified Vendor 113 shall not bill or attempt to collect payment directly or through a collection 114 agency from a member claiming to be ALTCS eligible without first receiving 115 verification from the AHCCCS that t he member was ineligible for ALTCS on 116 the date of service or that s ervices provided were not A LTCS covered 117 services (A.A.C. R9-22-702).” 118 119 c) “6.4.5.3 The Division shall collect Client Share of Cost as described in A.A.C. R6-6-1201 120 et seq. The Qualified Vendor may not collect this amount from members.” 121 122 5) 6.7 Risk and Liability revised to reflect: 123 124 a) “6.7.6.1.3.3 Worker’s Compensation and Employers’ Liability Worker’s 125 Compensation Statutory 126 127 Employer’s Liability 128 Coverage Minimum Limits 129 Each Accident $1,000,000 130 Disease – Each Employee $1,000,000 131 Disease – Policy Limit $1,000,000” 132 133 b) “6.7.6.1.3.4 Professional Liability (Errors and Omissions Liability) 134 135 Basis Minimum Limits 136 Each Claim $2,000,000 137 Annual Aggregate $2,000,000 138 139 a. If the professional liability insurance required by this Agreement is written on 140 a claims-made basis, the Qualified Vendor warrants that any retroactive date 141 under the policy shall precede the effective date of this Agreement; and that 142 either continuous coverage will be maintained, or an extended discovery 143 period will be exercised for a period of two (2) years beginning at the time 144 work under this Agreement is completed.” 145 146 147 c) “6.7.6.1.7 Notice of Cancellation: Each insurance policy required by the insurance 148 of this Agreement shall provide the required coverage and shall not be 149 suspended, voided, canceled, or reduced in coverage or in limits except


150 after thirty (30) days prior written notice has been given to the State of 151 Arizona. Such notice shall be sent directly to: 152 153 Arizona Department of Economic Security 154 Division of Developmental Disabilities, 155 Attn: Contract Management Unit, 156 Business Operations, 157 P.O. Box 6123, Site Code 2HC3 158 Phoenix, AZ, 85005-6123, 159 160 The information shall be sent by certified mail, return receipt requested. 161 162 6) Certifications revised to reflect: 163 164 a) “6.13.5 Participation in Boycott of Israel.

165 Qualified Vendor warrants it is not engaged in a boycott of Israel as 166 defined by A.R.S. § 35-393.01. 167 The Participation in Boycott of Israel certification is no longer a required form. 168 However, with the RFQVA Vendor Agreement, the Participation in Boycott of 169 Israel certification will continue to be required as an attachment, however, 170 applicants will not be evaluated based on whether this certification has been 171 completed. The certification attachment will include a footnote with the 172 following language: 173 174 “Unless and until the District Court's injunction in Jordahl is stayed or 175 lifted, the Anti-Israel Boycott Provision (A.R.S. 35-393.01 (A)) is 176 unenforceable and the State will take no action to enforce it.” 177 178 179 180181 182 183 184 185186 187 188 189 190191 192 193 194 195196 197


https://35-393.01

https://35-393.01

SECTION 5 SERVICE REQUIREMENTS/SCOPE OF WORK

198199200

201 This section sets forth the general requirements that the Qualified Vendor shall comply with in the 202 delivery of Qualified Vendor Agreement (“QVA” or “Agreement”) services. The Qualified 203 Vendor shall also comply with the requirements in Section 7, Service Specifications, for each 204 service identified in the Qualified Vendor Agreement Award Notice, as well as Section 6, 205 DES/DDD Standard Terms and Conditions for Qualified Vendors, and all other provisions of the 206 Request for Qualified Vendor Applications (“RFQVA”). 207208 5.1 Provider Qualifications 209210 The Qualified Vendor shall comply with all laws and meet all applicable license/certification 211 requirements and performance standards throughout the term of the Agreement, including but not 212 limited to the following: 213 214 5.1.1 The Qualified Vendor shall have the appropriate current Arizona license and comply with 215 all licensing requirements prior to the delivery of service. Payment will not be made for 216 services delivered prior to the issuance of the license. 217 218 5.1.2 The Qualified Vendor shall be certified by the Department as a home and community- 219 based provider pursuant to Arizona Administrative Code (“A.A.C.”) Title 6, Chapter 6, 220 Article 15, prior to the delivery of service. Payment will not be made for services delivered 221 prior to the date of certification. 222 223 5.1.3 The Qualified Vendor shall be registered as a provider with the Arizona Health Care Cost 224 Containment System Administration (“AHCCCSA”) prior to the delivery of service. 225 Payment will not be made for services delivered prior to the date of registration. 226 227 5.1.4 Qualified Vendors that provide nursing and/or occupational, physical or speech therapy 228 services shall also obtain a National Provider Identifier (“NPI”) and submit their NPI to 229 AHCCCS. This requirement also applies to the individual practitioners who actually 230 deliver the services in addition to the Qualified Vendors. An NPI can be obtained at 231 https://nppes.cms.hhs.gov/NPPES/Welcome.do . 232 233 5.1.5 Qualified Vendors that are considered as Group Billers by AHCCCS shall also ensure that 234 they obtain a Provider Participation Agreement from each individual practitioner who 235 actually delivers the services. Currently, this only applies to Qualified Vendors that deliver 236 occupational, physical, or speech therapy services. Please refer to 237 https://azahcccs.gov/PlansProviders/NewProviders/registration.html 238 239 5.1.6 The Qualified Vendor shall comply with A.A.C. Title 6, Chapter 6, Article 9, and 240 Managing Inappropriate Behaviors. 241 242 5.1.7 The Qualified Vendor shall comply with all applicable Federal and State laws, including, 243 but not limited to, the statutory, regulatory, and policy provisions cited in the QVA. The


https://nppes.cms.hhs.gov/NPPES/Welcome.do

https://azahcccs.gov/PlansProviders/NewProviders/registration.html

244 Qualified Vendor shall also comply with any subsequent revisions, amendments, versions 245 unless the Division has issued an exception to such compliance. All licenses, permits, 246 registrations, certifications, or other requirements imposed herein shall be maintained in 247 good standing throughout the term of this Agreement. 248 249 5.1.8 The Qualified Vendor shall comply with applicable Division policies, procedures, and 250 administrative directives and policy alerts; refer to the Division’s website at 251 https://des.az.gov/services/disabilities/developmental-disabilities for information on these 252 authorities. 253 254 5.1.9 As needed to effectively implement the service, the Qualified Vendor shall communicate 255 effectively with the Division member and the member’s representative, as appropriate 256 (e.g., American Sign Language or Spanish). Minimally, establishing an effective 257 communication strategy is a primary consideration in accepting a referral. This may 258 include utilizing alternative communication strategies (e.g., written versus spoken 259 language), using a volunteer or paid translator, or recruitment of staff who speak different 260 languages. The Qualified Vendor shall comply with all applicable requirements of state 261 and federal law. Title VI of the Civil Rights Act of 1964, as amended, 42 United States 262 Code (“U.S.C.”) § 2000d et seq., prohibits discrimination based on national origin. Failing 263 to take reasonable steps to ensure meaningful access to Medicaid services for persons with 264 limited English proficiency is a form of national origin discrimination prohibited by Title 265 VI. 266 267 5.1.10 When transportation of the member is provided or is part of the service delivery: 268 269 5.1.10.1 The vehicle in which transportation is provided shall have valid vehicle 270 registration and license plates and, at a minimum, the level of liability insurance 271 required by the State of Arizona’s Department of Administration, Risk 272 Management Division. 273 274 5.1.10.2 The vehicle shall be maintained in a safe, working or der, and shall be equipped 275 with a working heating and air conditioning system, and a first aid kit. 276 277 5.1.10.3 The vehicle shall be constructed for the safe transportation of the members. All 278 seats shall be fastened to the body of the vehicle and individual(s) properly 279 seated when the vehicle is in operation. The vehicle shall have operational seat 280 belts installed and be operational for safe passenger utilization. When 281 transporting, members shall be securely fastened in age- and weight-282 appropriate restraints. 283 284 5.1.10.4 Members with special mobility needs shall be provided transportation in a 285 vehicle adapted to meet these needs in order to facilitate adequate access to 286 service. 287 288 289 5.1.10.5 If the vehicle is used to transport members in wheelchairs, it shall be equipped 290 with floor-mounted seat belts and wheelchair lock-downs or comparable safety


https://des.az.gov/services/disabilities/developmental-disabilities

291 equipment for each wheelchair that it transports. 292 293 a. Qualified Vendors transporting a member while the member is in his or 294 her wheelchair shall have documentation that the worker has completed 295 orientation on appropriate use of the safety equipment being used. 296

297 5.1.10.6 Persons providing transportation shall be a minimum of eighteen (18) years of 298 age and possess and maintain a valid driver license. 299 300 5.1.10.7 The Qualified Vendor shall review driving records periodically to ensure driver 301 qualifications. 302 303 5.1.10.8 The Qualified Vendor shall ensure that its Home and Community-Based 304 Certification includes meeting transportation requirements. 305 306 5.1.10.9 The Qualified Vendor shall ensure sufficient staff is provided for the health and 307 safety of all members being transported, including boarding a nd un- boarding 308 supervision. 309 310 5.1.10.10 For the health and safety of each member, the Qualified Vendor shall ensure 311 that all methods of transportation allow for emergency communication at any 312 time during the delivery of the service. The method of emergency 313 communication shall be appropriate to the geographic area. The Qualified 314 Vendor shall refer to the Division’s Provider Manual for guidance on examples 315 of acceptable methods of emergency communication. 316 317 5.1.11 The Qualified Vendor shall comply with the requirements of Arizona Revised Statutes 318 (“A.R.S.”) § 8-804, which requires that all direct care staff information is submitted to the 319 Division Central Registry for background checks for employment. References to 320 “juvenile” in A.R.S. § 8- 804 shall also include “vulnerable adult” as defined in A.R.S. § 321 13-3623. A form for submitting the request is included as Section 9, Attachment G to this 322 RFQVA. Use of this form is optional; however, Applicants shall submit the information in 323 a format that includes the information contained in Section 9, Attachment G. 324 325 5.1.12 The Qualified Vendor shall have on file three (3) verifiable letters of reference for each 326 Direct Care Staff that clearly state the name, address, and phone number of the person 327 providing the reference and make them available upon request to the Division [A.A.C.R6-328 6-1504 (D)]. 329 330 5.1.13 Beginning October 01, 2019, the Qualified Vendor shall develop agency policies with 331 procedures that demonstrated the Qualified Vendor conducts and begin background checks 332 of all Direct Care Workers (DCW) for employment, including DCW employees who also 333 provide Respite Service, to establish the employees comply with the following standards: 334 335 5.1.13.1 At the time of hire and every year thereafter, conduct a search of the Arizona 336 Adult Protective Services Registry,


https://5.1.10.10

337 5.1.13.2 At the time of hire and every three years thereafter conduct a nationwide 338 criminal background check that accounts for criminal convictions in Arizona,

339 5.1.13.3 Prohibit a DCW from providing services to ALTCS members if the background 340 check results contain: 341 b. Convictions for any of the offenses listed in A.R.S. §41-1758.03(B) or (C), 342 or 343 c. Any substantiated report of abuse, neglect or exploitation of vulnerable 344 adults listed on the Adult Protective Services Registry pursuant to A.R.S. 345 §46-459. 346 347 5.1.13.4 Upon hire and annually thereafter, obtain a notarized attestation from the DCW 348 that he/she is not: 349 a. Subject to registration as a sex offender in Arizona or any other 350 jurisdiction, or 351 b. Awaiting trial on or has been convicted of committing or attempting, 352 soliciting, facilitating or conspiring to commit any criminal offense listed 353 in A.R.S. §41-1758.03(B) or (C), or any similar offense in another state or 354 jurisdiction. 355 356 5.1.13.5 Require DCWs to report immediately to the agency if a law enforcement entity 357 has charged the DCW with any crime listed in A.R.S. §41-1758.03(B)or (C), 358 359 5.1.13.6 Require DCWs to report immediately to the agency if Adult Protective Services 360 has alleged that the DCW abused, neglected or exploited a vulnerable adult. 361 362 5.1.13.7 Agencies may choose to allow exceptions to the background requirements for 363 DCWs providing services to family members only. If the agency allows a DCW 364 to provide services under this exception, the agency shall: 365 a. Notify the ALTCS member in writing that the DCW does not meet the 366 background check standards and therefore otherwise would not normally 367 be allowed to provide services, 368 b. Obtain consent from the ALTCS member to allow the DCW to provide 369 services despite the findings of the background check. 370 5.1.13.8 Agencies are prohibited from allowing e xceptions to the Arizona Adult 371 Protective Services Registry screening requirements for DCWs providing 372 services to family members only. 373 374 5.1.14 Effective October 01, 2019, provider agencies required to comply with Fingerprint 375 Clearance Card requirements outlined in A.R.S. Title 41, Chapter 12, Article 3.1, and may 376 use a DCW’s Fingerprint Clearance Card as evidence of complying with the criminal 377 background check required by this Policy, however, the agency must still comply with the 378 obligation to check the Arizona Adult Protective Services Registry. DCWs are prohibited 379 from providing services to ALTCS members if the DCW is precluded from receiving a


380 Fingerprint Clearance Card or has a substantiated report of abuse, neglect or exploitation 381 of vulnerable adults listed on the Adult Protective Services Registry pursuant to A.R.S. 382 §46-459. 383 384 5.2 Staffing 385 386 5.2.1 The Qualified Vendor shall have a plan for the recruitment, initial and ongoing training, 387 retention and monitoring of direct service staff. 388 389 5.2.2 The Qualified Vendor shall ensure that each direct service staff meets the qualifications, 390 training, and responsibilities in A.A.C. R6-6-1520 through 1533, A.A.C. R6-6-808, A.A.C. 391 R6-6- 1005, and/or A.A.C. R6-6-1105, as applicable. 392 393 5.2.3 The Qualified Vendor shall ensure that no direct service staff work unsupervised with 394 members until all required training has been completed except that staff may work 395 unsupervised for up to ninety (90) days following the date of hire if the only remaining 396 training to be completed is the AHCCCS Direct Care Worker Training program. 397 398 5.2.4 The Qualified Vendor shall ensure that all direct service staff are appropriately trained and 399 supported to effectively meet the variety of needs of the member being served (e.g., 400 behavioral, physical or medical challenges). 401 402 5.2.5 AHCCCS has implemented a court order under the Ball v. Betlach lawsuit related to non- 403 provision of services (“NPS”) for in-home Attendant Care, Homemaker, or Respite. In 404 addition, the Division requires the tracking for NPS (gaps) in Individually Designed Living 405 Arrangement and Nursing services. The Qualified Vendor shall have processes in place to 406 ensure that appropriately trained additional staff is available within two (2) hours of 407 reporting when the primary staff person is not available, and the service is critical to assure 408 the maintenance of health and safety of the member receiving service. As part of the court 409 order, the Arizona Health Care Cost Containment System (“AHCCCS”) requires a 410 monthly report which outlines when a member has reported a non-provision of service, 411 meaning a service did not happen as scheduled. Qualified Vendors shall comply with the 412 AHCCCS NPS reporting requirements as directed by the Division. Please refer to the 413 Division’s “Providers & Vendors - Division of Developmental Disabilities” website for instructions 414 and forms at https://des.az.gov/services/disabilities/developmental-child-and-adult/help-415 providers. The report is due by the fifth (5th) day of every month whether there is an NPS 416 to report. 417 418 5.2.6 The Qualified Vendor shall routinely monitor and supervise direct service staff to ensure 419 the direct service staff has the skills and abilities to work with the members and have 420 developed a positive relationship with the members, their families, or their representatives. 421 422 423 424 5.3 Training 425426 5.3.1 The Qualified Vendor shall ensure that all direct service staff, including those who are a


https://des.az.gov/services/disabilities/developmental-child-and-adult/help-providers


427 relative of the member served (family member), comply with the following standards and 428 requirements before providing direct services alone with members, except that (i) staff may 429 work unsupervised for up to ninety (90) days following the date of hire if the only 430 remaining training to be completed is the AHCCCS Direct Care Worker Training program; 431 and (ii) staff may work with on-site personal supervision for up to ninety(90) days 432 following the date of hire while the training described below is in progress. The following 433 training shall be completed no later than ninety (90) calendar days of the date of hire with 434 the agency. 435 436 5.3.1.1 Cardiopulmonary Resuscitation (“CPR”) and First Aid. 437 a. Training in CPR and First Aid shall be provided or sponsored by a 438 Nationally-recognized organization. 439 b. Training sessions shall be in person for the participant to demonstrate 440 learned skills such as chest compressions, and first aid skills. Web-based 441 training without the benefit of on-site return demonstration of skills is not 442 acceptable. 443 c. The worker shall obtain and maintain certification in the CPR and first aid 444 training.

445 446 5.3.1.2 Article 9, Managing Inappropriate Behaviors (A.A.C. R6-6-906A.-G.) by 447 instructors certified by the Division. Article 9 training shall follow the 448 Division’s training and testing guidelines provided to all Article 9 certified 449 instructors. 450 451 5.3.1.3 As indicated on the member’s planning document [i.e., Individual Support Plan 452 (“ISP”)], or as requested by the member, member’s representative, and/or the 453 Division, training on “Client Intervention Techniques” (also known as 454 “Prevention and Support Training”) by an instructor certified by the Division.

455 456 5.3.1.4 The needs of the specific member served and the operations of the vendor’s 457 program.

458 459 5.3.1.5 Additional skills needed to address the special or extraordinary needs of the 460 member as required by the member’s planning document. 461 462 5.3.2 All training completed by direct service staff shall be documented in the direct service 463 staff’s personnel record. 464 465 5.3.3 The Qualified Vendor shall encourage participation of members and members’ 466 representatives in presenting staff training. 467 468 5.3.4 The Qualified Vendor shall make all training curriculum available upon the request of the 469 Division. In addition, the Qualified Vendor shall maintain records documenting training 470 for all direct service staff and make those records available upon request by the Division.


471 472 5.4 Delivery of Services 473 474 5.4.1 The member/member’s representative has the right and responsibility to choose from the 475 available Qualified Vendors whom he or she believes will best meet the needs of the 476 member. If services are provided to a group of members by one provider, such as a group 477 home, the members shall collectively choose the Qualified Vendor. 478 479 5.4.2 The Qualified Vendor shall, as set forth in each member’s planning document, deliver 480 services to members in such a manner that meets the following service goals: 481 482 5.4.2.1 To increase or maintain the self-sufficiency of members. 483 484 5.4.2.2 To maintain the health and safety of members.

485 486 5.4.2.3 To provide services in a manner that supports and enhances the member’s 487 independence, self-esteem, self-worth, mutual respect, value, and dignity. 488 489 5.4.3 The Qualified Vendor shall ensure that in delivering services, specific service-related 490 activities as well as staffing are: 491 492 5.4.3.1 Available and provided at any time as specified in the member’s planning 493 document.

494 5.4.3.2 Modified appropriately in order to accommodate the changing needs of the 495 member and/or his/her environment.

496 5.4.3.3 Delivered in a manner that takes into consideration the primary language of the 497 member and member’s representative as well as any cultural diversity issues.

498 5.4.3.4 Provided according to the personal needs, cultural considerations / preferences 499 and medical needs of the member. 500 501 5.4.4 The Qualified Vendor shall ensure that materials, supplies, equipment and activities meet 502 the varied interests, physical needs/abilities, chronological ages and cultural backgrounds 503 of members. 504 505 5.4.5 The Qualified Vendor shall ensure that services are provided by appropriately qualified 506 and trained staff, including ensuring that all tasks required to be performed by a medical 507 practitioner are performed by a qualified medical practitioner. 508 509 5.4.6 The Qualified Vendor shall ensure that services are provided in the least restrictive 510 environment. 511 512 5.4.7 The Qualified Vendor shall ensure that children and adults are not served together unless 513 specifically approved in the child’s planning document. 514 515 5.4.8 The Qualified Vendor shall not provider more than one (1) type of habilitation service to a


516 member at the same time [e.g., Habilitation Group Home (HAB) at the same time as 517 Habilitation Support (HAH)]. 518 519 5.4.9 The Qualified Vendor direct service staff shall not provide more than one (1) service at a 520 time to one or more members. 521 522 5.4.10 Agreement services billed to the Division shall be provided by paid staff. 523 524 5.4.11 Service authorized and provided to a member pursuant to the Arizona Long-Term Care 525 System (“ALTCS”) may not be used in place of service provided under or subsidized 526 pursuant to the Individuals with Disabilities Education Act. 527528 5.5 Service (Prior) Authorization 529 530 5.5.1 Service authorizations and the number of units or days of service will be set by the 531 Division. Changes in authorizations and/or the number of units or days will not require an 532 amendment to the QVA. 533 534 5.5.2 Prior authorization is required for all services before service delivery. 535 536 5.5.3 Authorization of a service or the number of service units is subject to change. 537 538 5.5.4 The Qualified Vendor is responsible for verifying that service is authorized prior to 539 providing the service. 540 541 5.5.5 Authorization is specific to a member in a particular setting and is not transferable to other 542 members. 543 544 5.5.6 Prior to making a ny changes in the number of units or days of service provided (including 545 an increase or decrease in the number of units or days of service) and/or a change in the 546 setting, the Qualified Vendor shall ensure that it has received the appropriate new 547 authorization from the Division. The Qualified Vendor shall not bill for services in excess 548 of either the daily or aggregate amounts authorized by the Division. 549 550 5.5.7 For the member authorized to receive hourly in-home services, the member/member’s 551 representative may request a change in specific worker at any time from the Qualified 552 Vendor. If the Qualified Vendor, prior to the next scheduled service delivery date, does not 553 or cannot provide an alternative in-home worker acceptable to the member/member’s 554 representative, the member/member’s representative may request from the Division a 555 change of vendor. 556 557 558 559 560 561 562


563 5.6 Vendor Calls and Referrals for Services 564 565 5.6.1 Vendor Calls. 566 567 5.6.1.1 Requirements for the Vendor Call Process are located in the Division’s Provider 568 Manual. 569 5.6.1.2 Vendor calls will be used to identify a viable Qualified Vendor. 570 571 5.6.2 Interested Qualified Vendors that have qualified staff available to provide service as 572 outlined in the vendor call must respond using the Division’s vendor call system. 573 574 5.6.3 The Division will confirm that the member’s needs can be met by the Qualified Vendor. 575 576 5.6.4 Referrals for Service. When a Qualified Vendor receives a referral for services, the 577 Qualified Vendor shall: 578 5.6.4.1 Assess the referred member for the service(s) in the referral. Ensure that direct 579 service staff identified to provide the service has the necessary skills and training 580 as identified in the member’s planning document (I.E. as Prevention and Support, 581 language skills) to provide services to the member.

582 5.6.4.2 Inform the Division’s referral source whether the Qualified Vendor has the 583 interest in serving the member.

584 5.6.4.3 Meet or confer with the member and/or the member’s representative prior to the 585 start of service delivery to obtain necessary information and have an orientation 586 to the specific needs of the member, including obtaining all required consents.

587 5.6.4.4 Obtain service authorization from the Division prior to the service start date.

588 5.6.5 For emergency referrals, the Division will contact the Qualified Vendor and request an 589 immediate response as to whether the provider can appropriately address the emergency 590 needs of the member.

591592 5.7 Member Planning Document and Related Activities 593 594 5.7.1 As part of the member’s planning process, the Qualified Vendor shall, as appropriate, 595 assist the member’s planning team (e.g., ISP/IFSP team) in developing the member’s 596 planning document (e.g., ISP/IFSP) and facilitating its implementation. The Qualified 597 Vendor shall support all the applicable planning document goals and ensure that all 598 applicable objectives are implemented. [See Division of Developmental Disabilities, 599 Operations Manual, Chapter 2000, Support Coordination 600 (https://des.az.gov/home/division-operations-manual) for a detailed discussion of the 601 development of the planning document and Division of Developmental Disabilities, 602 Provider Policy Manual, Chapter 44, Qualified Vendor Responsibilities for Planning 603 Team Meetings (https://des.az.gov/content/providers-provider-manual )]. 604 605


https://des.az.gov/home/division-operations-manual

https://des.az.gov/content/providers-provider-manual

606 5.8 Quality Management Plan 607 608 5.8.1 The Qualified Vendor shall develop and maintain a quality management plan in order to 609 continuously monitor the delivery of services and to ensure that the services are 610 appropriately meeting the objectives set forth in members’ planning documents. The 611 Qualified Vendor shall keep the quality management plan on file and make the plan 612 available to the Division or members/ families/member representatives upon request. 613 614 5.8.2 The quality management plan shall contain elements that address the following: 615 616 5.8.2.1 Incident management, corrective action and preventions.

617 618 5.8.2.2 Complaints and grievances.

619 620 5.8.2.3. Solicitation of input from members, families and/or member representatives 621 including input on member satisfaction, the hiring and/or evaluation of direct 622 service staff, and the improvement of services. 623 624 5.8.1.4 Opportunities provided to members/families/member representatives to be 625 actively involved in Qualified Vendor operations. 626 627 5.8.1.5 Monitoring and evaluation of services provided (i.e., measurement of outcomes 628 as it relates to the planning document) and the improvement of the quality and 629 appropriateness of services. 630 631 5.9 Transition of Members to other Providers 632 633 5.9.1 There are a number of circumstances under which a Qualified Vendor will become 634 involved in the transitioning of a member to another service provider. All Qualified 635 Vendors shall assist the Division in the transition of the member to the new provider. This 636 may include working closely with the member and family, providing all necessary support 637 services to ensure a smooth transition, and transferring of pertinent records to the new 638 provider. If the Qualified Vendor participates in a transition placement process, it shall 639 maintain documentation of participation and development of the member’s planning 640 document. 641 642 5.10 Recordkeeping 643644 5.10.1 The Qualified Vendor shall maintain books and records related to services and 645 expenditures as required by the Division in rule or policy or in this RFQVA, as may be 646 amended. Documents that the Qualified Vendor shall have on file and available for 647 inspection include but are not limited to: 648 649 5.10.1.1 Articles of Incorporation, partnership agreements and/or Internal Revenue 650 Service letters, as applicable. 651 652 5.10.1.2 Copies of all licenses, certifications, registration or disclosure forms, or any


653 other documents filed or submitted to, or issued by, any governmental authority 654 including but not limited to AHCCCS. 655 656 5.10.1.3 Copies of documentation of successfully completed training. 657 658 5.10.1.4 A current organizational chart that outlines the functional structure of the 659 organization, including all program areas and staff positions. 660 661 5.10.1.5 If applicable, a complete list of the members of its Board of Directors, partners, 662 or owners, including names, titles, addresses and phone numbers. 663 664 5.10.1.6 Current written job descriptions, which include minimum qualifications for 665 training and experience, for each position that will be utilized in the provision 666 of a service under the QVA. 667 5.10.1.7 Current resumes/applications for each person who will be providing services 668 under the QVA. Any documentation regarding personnel actions shall be kept 669 with the person’s resume/application. 670 671 5.10.1.8 Current resumes for persons serving in administrative/management positions. 672 673 5.10.1.9 Documentation of inspections and licenses necessary to operate a residential 674 setting. 675 676 5.10.1.10 Copies of vehicle maintenance records and safety inspections for all vendor 677 owned or leased vehicles used to transport members. 678 679 5.10.1.11 Proof of hours worked by its direct service staff; proof of hours worked shall 680 be set out in time sheets or equivalent documents, or a data system that complies 681 with A.R.S. § 18-442 when using electronic or digital signatures. Any data 682 system utilized by a Qualified Vendor must identify controls to ensure the 683 accuracy and integrity of the data. Direct service staff may include but is not 684 limited to salaried employees, hourly employees, subcontracted staff, agency 685 supervisors, managers or owners. 686 687 a. The Qualified Vendor acknowledges that procuring a nd maintaining p roof of 688 hours worked that has been appropriately signed or verified at or near the 689 time the work is performed comprises a material part of the Qualified 690 Vendor’s performance. 691 692 b. The Qualified Vendor agrees that an attestation, affidavit, or other method 693 of proof that is made, signed, or verified after the Qualified Vendor submits 694 the claim for payment is insufficient as proof of hours worked. 695 696 c. Failure to procure and maintain proof of hours worked as set out above and 697 as in “Recordkeeping and Reporting Requirements” of Section 7, Service 698 Specifications for each service, shall be sufficient grounds for the Division 699 to deny payment for services and f or imposition of other appropriate


https://5.10.1.11

https://5.10.1.10

700 contract sanctions. 701 702 5.10.2 The Qualified Vendor shall maintain a file on each member. A member’s file should 703 include the following, as applicable: 704 705 5.10.2.1 Pertinent documents related to the member’s planning document, such as the 706 member’s planning document and the member’s behavioral health treatment 707 plan. 708 709 5.10.2.2 Record of services rendered (including administration of medications) 710 and the member’s response to services. 711 5.10.1.3 Documentation of communications with the member, member’s representative, 712 other service providers, the Support Coordinator, and other persons in order to 713 maintain a complete and accurate record regarding services delivered to the 714 member. 715 716 5.10.1.4 Copy of the orientation document. 717 718 5.10.1.5 Copy of the member’s attendance sheets. 719 720 5.10.1.6 Copy of the member’s progress reports. 721 722 5.10.1.7 Documentation of incidents related to the member and/or complaints related to 723 the Qualified Vendor’s care of the member and documentation of resolution. 724 725 5.10.1.8 All required consents, such as General Consent and/or Consent for Use of 726 Behavior Modifying Medications. 727 728 5.10.3 All records created and maintained by the Qualified Vendor that pertain to the member 729 shall be made available to the member or his/her legal representative for a period of six (6) 730 years after the Qualified Vendor received its final payment. Upon request, the Qualified 731 Vendor shall produce a legible copy of any or all such records at no cost to the member or 732 his/her legal representative. The m ember is entitled to one (1) free copy per year. 733 734 5.10.4 The Qualified Vendor shall provide incident reports to the member/or members responsible 735 person on request. The Qualified Vendor may redact all information protected from 736 disclosure under the Health Insurance Portability and Accountability Act of 1996 and all 737 applicable implementing Federal regulations. Receipt by the Division of a notice of 738 anticipated inability or unwillingness to comply as required by this section constitutes 739 ground for the termination of this Agreement. 740 741 5.11 Application and Use of Rate Book and Billing Manual 742 743 5.11.1 In accordance with A.R.S. § 36-557, M, the Division has published a Rate Book describing 744 the rates and rate structure for services described in this RFQVA. The Rate Book is 745 available on the Division’s Help for Providers/ Provider Network Information webpage at 746 https://des.az.gov/services/disabilities/developmental-child-and-adult/help-providers. The



747 Rate Book, including any updates, is incorporated by reference into this RFQVA. Qualified 748 Vendors shall be paid the applicable rates as reflected in the Rate Book. 749 750 5.11.2 The Division and the Qualified Vendor acknowledge that the rate models used to determine 751 the Benchmark Rates do not necessarily reflect actual cost profiles. Actual patterns of 752 expenditures by Qualified Vendors may be different from those outlined in a given rate 753 model. 754 755 5.11.3 The Division has also published a billing instruction manual. The manual specifies the 756 billing requirements that shall be followed by providers in order to file a claim for services 757 under this RFQVA. The billing instruction manual, including any updates, is incorporated 758 by reference into this RFQVA. Throughout the term of the contract, the Division’s billing 759 codes, billing units and associated billing rules are subject to change. Refer to the 760 Division’s Help for Providers/ Provider Network Information webpage at 761 (https://des.az.gov/services/disabilities/developmental-child-and-adult/help-providers) for 762 information regarding billing codes, billing units and associated billing rules. 763 764

765 SECTION 6 766 DES/DDD STANDARD TERMS AND CONDITIONS FOR QUALIFIED VENDORS 767 768 769 6.1 Definition of Terms 770 771 As used in this Request for Qualified Vendor Applications (“RFQVA”) and any 772 resulting Agreement, the terms listed below are defined as follows: 773 774 6.1.1 “Agency” means an organization that has a Federal Employer Identification 775 Number (“FEIN”) and employs one or more direct service staff other than the 776 owner. 777 778 6.1.2 “Agreement” means the Qualified Vendor Agreement which is a legally bi nding 779 contract to provide community developmental disability services and includes the 780 following: The Request for Qualified Vendor Applications (“Solicitation”) 781 including all solicitation amendments and the Qualified Vendor’s approved 782 application (“Application”). The Request for Qualified Vendor Applications 783 includes service requirements/scope of work, terms and conditions, and services 784 specifications. The approved Application includes vendor specific descriptions, 785 policies, assurances, and financial information. 786 787 6.1.3 “Agreement Amendment” means either a solicitation amendment or a Division- 788 approved amendment to an application. 789 790 6.1.4 “Agreement Services” means the services to be delivered by the Qualified Vendor 791 under this Agreement. 792



793 6.1.5 “AHCCCS” means the Arizona Health Care Cost Containment System as 794 established by Arizona Revised Statutes (A.R.S.) § 36-2901 et seq. and defined 795 by Arizona Administrative Code (A.A.C.) R9-22-101.B. 796 797 6.1.6 “AHCCCSA” or “Administration” means the Arizona Health Care Cost 798 Containment System Administration. 799 800 6.1.7 “AHCCCS Minimum Subcontract Provisions” means the AHCCCS minimum 801 requirements for the Division’s contractors and subcontractors providing services 802 to members eligible for DD/ALTCS and/or receiving Title XIX (ALTCS)funds. 803 804 6.1.8 “ALTCS” means the Arizona Long Term Care System as defined by A.A.C. R9- 805 28-101.B.2. 806 807 6.1.9 “Applicant” means a vendor who submits an application in response to the 808 Request for Qualified Vendor Applications. 809 6.1.10 “Application” means a completed copy of the Application and Qualified Vendor 810 Agreement Award form submitted in hardcopy to the Division; the required 811 information in the Qualified Vendor Application in the FOCUS system and 812 submitted electronically to the Division via the Division’s website, and approved 813 by the Division; a hardcopy of the required information entered into Qualified 814 Vendor Application in the FOCUS system submitted to and approved by the 815 Division; and all applicable submittals required in the Qualified Vendor 816 Application Assurances and Submittals form submitted to and approved by the 817 Division. 818 819 6.1.11 “Arizona Administrative Code (A.A.C.)” means State regulations established 820 pursuant to relevant statutes. 821 822 6.1.12 “Arizona Revised Statutes (A.R.S.)” means Laws of the State of Arizona. 823 824 6.1.13 “Business Day” means between the hours of 8:00 a.m. and 5:00 p.m. Arizona time 825 any day of the week other than Saturday, Sunday, a legal holiday, or a day on which 826 the Division is authorized or obligated by law or executive order to close. 827 828 6.1.14 “Clean Claim” means claims that may be processed without obtaining additional 829 information from the provider of service or from a third party but does not include 830 claims under investigation for fraud and abuse or claims under review for medical 831 necessity (A.R.S. § 36-2904.G.1). 832 833 6.1.15 “Client,” “Member,” “DD/ALTCS Member,” “Consumer,” or “Individual “means 834 a person who is authorized to receive services through the Division. 835 836 6.1.16 “Code of Federal Regulations or “C.R.F.” means the general and permanent rules 837 published in the Federal Register by the departments and agencies of the Federal 838 Government.


839 840 6.1.17 “Community Developmental Disability Services” means any service or support 841 the Division is authorized to purchase on behalf of individuals with 842 developmental disabilities and their families or guardians. 843 844 6.1.18 “Days” means calendar days unless otherwise specified. 845 846 6.1.19 “Department” or “ADES” means the Arizona Department of Economic Security, 847 unless otherwise indicated. 848 849 6.1.20 “Division” or “DDD” means the Division of Developmental Disabilities within 850 the Department of Economic Security. References to rules, policies, or 851 procedures of the Division shall be deemed to include all rules, policies, and 852 procedures of the Department. 853 6.1.21 “Effective Date” means the date that the Procurement Officer signs the Qualified 854 Vendor Agreement Award, unless another date is specifically stated in the 855 Agreement. 856 857 6.1.22 “Encounter” means the record of a claim as adjudicated by the Division for a health 858 care related service rendered by provider(s) registered with AHCCCS to an 859 AHCCCS member who is enrolled with the Division on the date of service (A.A.C. 860 R9-22-701). 861 862 6.1.23 “Gratuity” means a payment, loan, subscription, advance, deposit of money, 863 services, or anything of more than nominal value, present or promised, unless 864 consideration of substantially equal or greater value is received. 865 866 6.1.24 “Health Insurance Portability and Accountability Act “or “HIPAA” means the 867 Health Insurance Portability and Accountability Act [Public Law (P. L.) 104-191]; 868 also known as the Kennedy-Kassebaum Act, signed August 21, 1996 that addresses 869 issues regarding the privacy and security of member confidential information. 870 871 6.1.25 “Individual Independent Provider” as referenced in this document means a person 872 who is qualified to provide the service, does not have any employees, has a 873 provider identification number, and has an individual service agreement with the 874 Division to provide one or more of the following services: Attendant Care; 875 Habilitation, Hourly Support; Homemaker; Respite; or Habilitation, Individually 876 Designed Living Arrangement. 877 878 6.1.26 “Individual Support Plan” or “ISP” means a written statement of services to be 879 provided to a Division member with developmental disabilities including 880 habilitation goals and objectives and a listing of the services, if any, the member is 881 authorized to receive. The ISP incorporates and replaces the Individual Program 882 Plan, the placement evaluation, the individualized service program plan and the 883 service program plan used in A.R.S. § 36-557 (as may be amended). ISP 884 incorporates the Individual Family Service Plan (“IFSP”) as defined in Section


885 809.1 of the Division’s Policy and Procedures Manual as well as a Person-Centered 886 Plan, which describes the type, frequency, and duration of the services and supports 887 needed to achieve the appropriate outcomes for a member. The ISP or IFSP is also 888 referred to as the “planning document”. 889 890 6.1.27 “Individual Support Plan Team” or “ISP Team” means a group of persons including 891 the member, the member’s representative, and other persons selected by the 892 member, assembled by the Division and coordinated by the member’s Support 893 Coordinator to develop the member’s planning document [e.g., Individual Support 894 Plan (ISP)]. 895 6.1.28 “Material Event” is an event that could prevent or impede the vendor’s ability or 896 legal authority to perform its duties under this Agreement, including but not limited 897 to the duty to render services in a manner that protects the health and safety of DDD 898 members. The following are deemed to be material events: (but the following are 899 not intended to include every possible material event): (i) any regulatory 900 enforcement action is brought against the vendor, including but not limited to 901 actions relating to any license, permit, or certification held by the vendor; (ii) the 902 vendor is the subject of a filing in bankruptcy (either by the vendor or another 903 party); (iii) the vendor is a party to litigation or other legal action where damages 904 or other remedies are sought from the vendor, including but is not limited to actions 905 alleging the vendor’s default on payment of wages, indebtedness, or taxes; (iv) the 906 vendor’s assets are subject to a court-ordered restriction on transfer, including but 907 not limited to attachment or garnishment (however, an order to garnish the wages 908 of an employee of the vendor is not considered to be a restriction on the transfer of 909 the vendor’s assets, for purposes of this Agreement); (v) any officer, director, or 910 other management official of the vendor, or any person owning or controlling over 911 25% of any class of securities issued by the vendor, is the subject of regulatory 912 enforcement action, criminal prosecution, or an action alleging dishonesty or fraud. 913 914 6.1.29 “May” indicates something that is not mandatory but permissible. 915 916 6.1.30 “Member/Member Representative” means with respect to the Client, either the 917 Client or the Responsible Person, as appropriate. 918 919 6.1.31 “Procurement Officer” means the person duly authorized to enter into and 920 administer Agreements and make written determinations with respect to the 921 Agreement or his/her designee. 922 923 6.1.32 “Professional Independent Provider” means a person who is licensed or certified 924 under Title 32, A.R.S., who provides services for members as a Qualified Vendor 925 and is not an employee or a subcontractor of a provider agency. 926 927 6.1.33 “Qualified Vendor” means any person or entity that has an Agreement with the 928 Division of Developmental Disabilities. 929 930 6.1.34 “Record” means any data in any form that is required to be created and/or


931 maintained to document performance of the Agreement. 932 933 6.1.35 "Responsible person" means the parent or guardian of a developmentally disabled 934 minor, the guardian of a developmentally disabled adult or a developmentally 935 disabled adult who is a member (client) for whom no guardian has been appointed. 936 6.1.36 “Shall” or “Must” indicates a mandatory requirement. Failure to meet these 937 mandatory requirements may result in the rejection of an Application or 938 termination of the Agreement, in whole or in part. 939 940 6.1.37 “Should” indicates something that is recommended but not mandatory. If the 941 Applicant fails to provide recommended information, the State may, at its sole 942 option, ask the Applicant to provide the information or evaluate the Application 943 without the information. 944 945 6.1.38 “Subcontract” means any arrangement, expressed or implied, between the 946 Qualified Vendor and another party or between a subcontractor and another party 947 delegating or assigning, in whole or in part, the making or furnishing of any 948 material or any service required for the performance of this Agreement. 949 950 6.1.39 “State” means the State of Arizona and the Department or Agency of the State 951 that executes the Agreement. 952 953 6.1.39 “Third Party Liability” means the resources available from a person or entity that is 954 or may be, by agreement, circumstances, or otherwise, liable to pay all or part of the 955 medical expenses incurred by a Division client (A.A.C. R6-6-101.71 and A.A.C. 956 Title 9, Chapter 22, Article 10). 957 958 6.1.40 “Third Party Payor” means any individual, entity or program that is or may be 959 liable to pay all or part of the medical cost of injury, disease or disability of a 960 Division client (A.A.C. R6-6-101.72). 961 962 6.1.41 “Vendor Call” means a notice from the Division inviting Qualified Vendors and 963 individual independent providers to submit a response indicating their availability 964 to provide services for a specific member or specific group of members, based on 965 the requirements defined in the member’s planning document. 966 967 6.2 Agreement Interpretation 968 969 6.2.1 Arizona Law. 970

971 Arizona law applies to this Agreement. 972 973 6.2.2 Implied Agreement Terms. 974

975 Each provision of law and any terms required by law to be in this Agreement are a 976 part of this Agreement as if fully stated in it.


https://R6-6-101.72

https://R6-6-101.71

977 978 6.2.3 Agreement Order of Precedence. 979 In the event of a conflict in the provisions of the Agreement, as accepted by the 980 State and as they may be amended, the following shall prevail in the order set 981 forth below: 982 983 6.2.3.1 Qualified Vendor Award; 984 985 6.2.3.2 DES/DDD Standard Terms and Conditions for Qualified Vendors; 986 987 6.2.3.3 Service Requirements/Scope of Work; 988 989 6.2.3.4 Service Specifications; 990 991 6.2.3.5 Rates; 992 993 6.2.3.6 Information entered into the Qualified Vendor Contract (QVC) in the FOCUS 994 system (most recently approved); and 995 996 6.2.3.7 Attachments to information entered into QVC (most recently approved). 997 998 6.2.4 Relationship of Parties. 999

1000 The Qualified Vendor under this Agreement is an independent contractor. Neither 1001 party to this Agreement shall be deemed to be the employee or agent of the other 1002 party to the Agreement. In the event that the Qualified Vendor or its personnel is 1003 sued or prosecuted for conduct arising from this Agreement, the Qualified Vendor 1004 or its personnel will not be represented by the Department or the Arizona Attorney 1005 General. In addition, taxes or Social Security payments will not be withheld from 1006 a State payment issued hereunder and the Qualified Vendor shall make 1007 arrangements to directly pay such expenses. 1008 1009 6.2.5 Severability. 1010

1011 The provisions of this Agreement and any amendments to the Agreement are 1012

0~ severable. Any term or condition deemed illegal or invalid shall not affect any

1013 other term or condition of the Agreement or the amendment. 1014 1015 6.2.6 N- o Parol Evidence. 1016

1017 This Agreement is intended by the parties as a final and complete expression of 1018 their Agreement. No course of prior dealings between the parties and no usage of 1019 the trade shall supplement or explain any terms used in this document and no other 1020 understanding, either oral or in writing, shall be binding. 1021 1022 6.2.7 No Waiver.


1023 Either party’s failure to insist on strict performance of any term or condition of the 1024 Agreement shall not be deemed a waiver of that term or condition even if the party 1025 accepting or acquiescing in the nonconforming performance knows of the nature 1026 of the performance and fails to object to it. 1027 1028 6.2.8 Headings. 1029

1030 The section headings used in the Agreement are for reference and convenience only 1031 and shall not enter into any interpretation of the Agreement. 1032 1033 6.3 Agreement Administration and Operation 1034 1035 6.3.1 Records. 1036

1037 6.3.1.1 Under A.R.S. §§ 35-214 and 35-215, the Qualified Vendor shall retain and shall 1038 contractually require each subcontractor to retain all data and other records 1039 (“records”) relating to the acquisition and performance of the Agreement for a 1040 period of five (5) years after the date of final payment under the Agreement. In 1041 compliance with A.R.S. § 12-2297, the Qualified Vendor shall retain records as 1042 follows: (i) if the member is an adult, for a period of six (6) years from the date of 1043 final payment; (ii) if the member is a child, either for at least three (3) years after 1044 the child’s eighteenth (18th) birthday or for at least six (6) years after the date of 1045 final payment, whichever occurs later. All records shall be subject to inspection and 1046 audit by the State at reasonable times. Upon request, the Qualified Vendor shall 1047 produce a legible copy of any or all such records. 1048 1049 6.3.1.2 Records that relate to grievances, disputes, litigation or the settlement of claims 1050 arising out of the performance of this Agreement, or costs and expenses of this 1051 Agreement as to which exception has been taken by the State, shall be retained by 1052 the Qualified Vendor until such grievances, disputes, litigation, claims or 1053 exceptions have been resolved. 1054 1055 6.3.1.3 The Qualified Vendor shall provide at no charge all records requested by the 1056 Department or its attorneys (which may include, but is not limited to, requests 1057 relating to Adult Protective Services, Child Support Enforcement, or Child 1058 Protective Services), and/or the AHCCCS and all information from its records 1059 relating to the performance of this Agreement that the Department or the AHCCCS 1060 may reasonably require. The Qualified Vendor reporting requirements hereunder 1061 may include, but are not limited to, timely and detailed utilization statistics, 1062 information and reports. Unless otherwise agreed to by the Department, records 1063 requested by the Department or its attorneys are to be provided prior to or on the 1064 date set forth in the request. If the Qualified Vendor receives the request less than 1065 seven (7) business days prior to the response date specified, the Qualified Vendor 1066 shall make diligent efforts to comply with the request and notify the Department of 1067 the status of its efforts to comply.


1068

1069 6.3.1.4 The Qualified Vendor shall follow all policies and procedures of the Division for 1070 the acceptance, retention, disposition, and accounting for member (client) funds. 1071 The Qualified Vendor also shall develop and maintain internal policies and 1072 procedures for the administration of such funds. All Division policies are posted 1073 on the Division’s website at www.azdes.gov/ddd. 1074

1075 6.3.1.5 The Division is responsible for submission of accurate Encounters to AHCCCS for 1076 all Agreement services rendered to eligible members by the Qualified Vendor and 1077 any subcontractor. Claims filed by the Qualified Vendor are the basis of the 1078 encounter submission by the Division. Qualified Vendors shall work with the 1079 Division to ensure that Encounters effectively occur. This shall include adhering 1080 to Division Billing Requirements. Billing Requirements are posted on the Division 1081 website at www.azdes.gov/ddd. 1082

1083 6.3.1.6 Agreement service records will be maintained in accordance with this Agreement. 1084 Records shall, as applicable, meet the following standards: 1085 1086 6.3.1.6.1 Adequately identify the service provided; 1087 1088 6.3.1.6.2 Include personnel records, which contain applications for employment, job titles 1089 and descriptions, hire and termination dates, copies of the fingerprint clearance 1090 cards, wage rates, and effective dates of personnel actions affecting any of these 1091 items; 1092 1093 6.3.1.6.3 Include time and attendance records for individual employees to support all 1094 salaries and wages paid and claims for payment from the Division; 1095 1096 6.3.1.6.4 Include records of the source of all receipts and the deposit of all funds received 1097 by the Qualified Vendor; 1098 1099 6.3.1.6.5 Include original copies of billing or other records relating to disbursements 1100 including but not limited to invoices, statements, sales tickets, billings for services, 1101 deposit slips, etc., and a cash disbursement journal and cancelled checks to reflect 1102 all disbursements applicable to the Agreement; 1103 1104 6.3.1.6.6 Include a complete general ledger with accounts for the collection of all costs 1105 and/or fees applicable to the Agreement; and 1106 1107 6.3.1.6.7 Include copies of lease/rental contracts, mortgages and/or any other contracts, 1108 which in any way may affect Qualified Vendor expenditures. 1109 1110 6.3.1.7 Any such records not maintained shall mandate an audit exception in the amount 1111 of the inadequately documented expenditures.


http://www.azdes.gov/ddd

http://www.azdes.gov/ddd

1112 6.3.1.8 If this Agreement is completely or partially terminated, the records relating to the 1113 work terminated shall be preserved and made available for a period of five (5) 1114 years from the date of final payment under the Agreement. In compliance with 1115 A.R.S. § 12-2297, the Qualified Vendor shall retain records as follows; (i) if the member is an 1116 adult, for a period of six (6) years from the date of final payment; 1117 (ii) if the member is a child, either for at least three (3) years after the child’s 1118 eighteenth (18th) birthday or for at least six (6) years after the date of final payment, 1119 whichever occurs later. Records which related to disputes, litigation or the 1120 settlement of claims arising out of the performance of this Agreement, or costs and 1121 expenses of this Agreement to which exception has been taken by the state, shall be 1122 retained by the Qualified Vendor until such disputes, litigations, claims or 1123 exceptions are resolved by way of a binding agreement, the rendering of a final 1124 judgment, or the claims have otherwise been dismissed. 1125 1126 6.3.2 Non-Discrimination. 1127

1128 In accordance with A.R.S. § 41-1461 et seq. and Executive Order 2009-09, the 1129 Qualified Vendor shall provide equal employment opportunities for all persons, 1130 regardless of race, color, religion, creed, sex, age, national origin, disability or 1131 political affiliation. 1132 1133 6.3.2.1 Unless exempt under Federal law, the Qualified Vendor shall comply with Title VI 1134 and Title VII of the Civil Rights Act of 1964, the Age Discrimination in 1135 Employment Act, the Rehabilitation Act of 1973, the Fair Labor Standards Act of 1136 1938, the Americans with Disabilities Act, and the Arizona Disability Act. 1137 1138 6.3.2.2 If Qualified Vendor is an Indian Tribal Government, Qualified Vendor shall 1139 comply with the Indian Civil Rights Act of 1968. It shall be permissible for an 1140 Indian Tribal Qualified Vendor to engage in Indian preference in hiring. 1141 1142 6.3.2.3 Unless expressly waived by the Division, the following shall be included in all 1143 publications, forms, flyers, etc. that are distributed to recipients of Agreement 1144 services: 1145 1146 Under Titles VI and VII of the Civil Rights Act of 1964 (respectively “Title VI” 1147 and “Title VII”) and the Americans with Disabilities Act of 1990 (ADA) Section 1148 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, 1149 insert Qualified Vendor name here) prohibits discrimination in admissions, 1150 programs, services, activities or employment based on race, color, religion, sex, 1151 national origin, age, and disability. The (insert Qualified Vendor name here) must 1152 make a reasonable accommodation to allow a person with a disability to take part 1153 in a program, service, or activity. Auxiliary aids and services are available upon 1154 request to individuals with disabilities. For example, this means that if necessary, 1155 the (insert Qualified Vendor name here) must provide sign language interpreters 1156 for people who are deaf, a wheelchair accessible location, or enlarged print


1157 materials. It also means that the (insert Qualified Vendor name here) will take any 1158 other reasonable action that allows you to take part in and understand a program or 1159 activity, including making reasonable changes to an activity. If you believe that you 1160 will not be able to understand or take part in a program or activity because of your 1161 disability, please let us know of your disability needs in advance if possible. To 1162 request this document in alternative format or for further information about this 1163 policy please contact: (insert Qualified Vendor contact person and phone number 1164 here) Para obtener este documento en otro formato u obtener información adicional 1165 sobre esta política, (insert Qualified Vendor contact person and phone number 1166 here)”. 1167 1168 6.3.3 Audit. 1169

1170 6.3.3.1 Pursuant to A.R.S. § 35-214, at any time during the term of this Agreement and five 1171 (5) years, or in compliance with A.R.S. § 12-2297, the Qualified Vendor shall retain 1172 records as follows; (i) if the member is an adult, for a period of six (6) years from 1173 the date of final payment; (ii) if the member is a child, either for at least three (3) 1174 years after the child’s eighteenth (18the) birthday or for at least six (6) years after the 1175 date of final payment, whichever occurs later, the Qualified Vendor’s and/or any 1176 subcontractor’s books and records shall be subject to audit by the State and, where 1177 applicable, the Federal Government, to the extent that the books and records relate 1178 to the performance of the Agreement or subcontract. 1179 1180 6.3.3.2 All Qualified Vendors are subject to the programmatic and fiscal monitoring 1181 requirements of each Department program to ensure accountability of the delivery 1182 of all goods and services. 1183 1184 6.3.3.2.1 The Qualified Vendor shall comply with the AHCCCS financial viability 1185 standards. AHCCCS’ current financial viability standards include: current assets 1186 divided by current liabilities must be equal to or greater than a ratio of 1.00. 1187 Current assets may include any long-term investments that can be converted to 1188 cash within twenty-four (24) hours without significant penalty [(i.e., greater than 1189 twenty (20) percent]. If current assets include a receivable from a parent company, 1190 the parent company must have liquid assets that support the amount of the inter-1191 company loan. 1192 1193 6.3.3.3 The Qualified Vendor must prepare financial reports in accordance with Generally 1194 Accepted Accounting Principles (“GAAP”). Annual financial audit reports must be 1195 conducted in accordance with Generally Accepted Auditing Standards (“GAAS”) 1196 audited by an independent Certified Public Accountant. The completed audited 1197 Financial Statement Report package must be submitted to the Division person 1198 designated to receive notices within thirty (30) days after completion of the audit 1199 unless a different time is requested and approved by the Division.


1200 6.3.3.3.1 Audits of non-profit corporations receiving F ederal or State monies required 1201 pursuant to Federal or State law must be conducted as provided in 31 United States 1202 Code (“U.S.C.”) Section 7501 et seq. and A.R.S. §35-181.03 and any other 1203 applicable statutes, rules, regulations, and standards. 1204 1205 6.3.3.4 A Qualified Vendor receiving five million dollars ($5,000,000) or more in 1206 payments from the Department for Qualified Vendor services in any state fiscal 1207 year shall provide the Department the following: (a) Quarterly financial statements 1208 no later than sixty (60) days following the end of the quarter, and (b) Annual 1209 audited financial statements no later than thirty (30) days after the completion of 1210 the audit unless a different time has been requested and approved by the Division. 1211 1212 6.3.3.5 A Qualified Vendor receiving payments from the Department for Qualified Vendor 1213 services in any state fiscal year in the amount of at least two million dollars 1214 ($2,000,000) but less than five-million dollars ($5,000,000) shall provide the 1215 Department the following: (a) Semi-annual financial statements no later than sixty 1216 (60) days following the end of the second (2nd ) and fourth (4th) quarters; and (b) 1217 Annual financial statements that have been reviewed by an independent Certified 1218 Public Accountant. Review report must consist of at least a Balance Sheet, Income 1219 Statement and Statement of Cash Flows. Annual financial statements shall be 1220 submitted to the Division no later than thirty (30) days after the completion of the 1221 review unless a different time has been requested and approved by the Division. 1222 1223 6.3.3.6 A Qualified Vendor receiving payments from the Department for Qualified Vendor 1224 services in any state fiscal year in the amount of at least one million dollars 1225 ($1,000,000) to less than two-million dollars ($2,000,000) shall provide the 1226 Department the following: (a) Annual Financial Statements no later than sixty (60) 1227 days following the end of the fiscal year and (b) compilation that has been compiled 1228 by an independent Certified Public Accountant. A compilation must consist of at 1229 least a Balance Sheet, Income Statement and Statement of Cash Flows. Annual 1230 financial statements shall be submitted to the Division no later than thirty (30) days 1231 after the completion of the compilation unless a different time has been requested 1232 and approved by the Division. 1233 1234 6.3.3.7 A Qualified Vendor receiving payments from the Department for Qualified Vendor 1235 services in any state fiscal year less than one million dollars ($1,000,000) shall 1236 provide the Department an annual financial statement that consists of a Balance 1237 Sheet, Income Statement, and Statement of Cash Flows within one hundred twenty 1238 (120) days after fiscal year end. If you are a Sole Proprietor (not incorporated) entity 1239 without employees, you may submit your tax returns for the fiscal year (in lieu of 1240 the financial statements) no later than 120 days after the fiscal year ends. 1241 1242 6.3.4 Notices. 1243

1244 All Notices from the Division to Qualified Vendors shall reference the 1245 Solicitation RFQVA. Notices from Qualified Vendors to the Division shall


https://35-181.03

1246 reference the Agreement Number. Notices to the Qualified Vendor required by 1247 this Agreement may be made by the State via email to the email contact indicated 1248 on the Qualified Vendor Application form submitted by the Qualified Vendor. 1249 Notices to the Qualified Vendor by the State may be made solely via email. 1250 Therefore, the Qualified Vendor is always required to keep their Qualified Vendor 1251 Agreement email contact and address updated to ensure receipt of notices from 1252 the State. Notices to the State required by the Agreement shall be mailed by the 1253 Qualified Vendor to the Division’s Contract Manager at the following a ddress: 1254 1255 Arizona Department of Economic Security 1256 Division of Developmental Disabilities 1257 Attn: Contracts Administration Unit, QVA Section 1258 P.O. Box 6123, Mail Drop 2HC3 1259 Phoenix, Arizona 85005-6123 1260 1261 or e-mailed to [email protected] unless a hardcopy signature or 1262 original document is required. All notices or other documentation supplied to the 1263 Division by the Qualified Vendor shall contain the Qualified Vendor number, 1264 Agreement number, and name of the entity. 1265 1266 6.3.5 Advertising a nd Promotion of Agreement. 1267

1268 6.3.5.1 The Qualified Vendor shall not advertise or publish information for commercial 1269 benefit concerning this Agreement without the prior written approval of the 1270 Division. 1271 1272 6.3.5.2 The Qualified Vendor shall provide to the Division for review and approval all 1273 reports or publications (written, visual, and/or audio) which are intended for 1274 Division members or applicants regarding services funded or partially funded 1275 under the Qualified Vendor Agreement a minimum of thirty (30) calendar days 1276 prior to delivery or publication. The preceding sentence does not apply to 1277 communications directed to the general public. The Qualified Vendor shall refer 1278 to the Division’s Provider Manual for guidance on submitting and processing 1279 materials pursuant to this subsection. 1280 1281 6.3.5.2.1 All reports and publications, whether written, visual, and/or audio, shall contain 1282 the following statement: “The program described in this publication is funded 1283 through a contract with the Arizona Department of Economic Security (the 1284 “Department”). Points of view are those of the author and do not necessarily 1285 represent the official position or policies of the Department.” 1286 1287 6.3.6 Property of the State. 1288 6.3.6.1 Any materials, including reports, computer programs and other deliverables, 1289 created under this Agreement are the sole property of the State. The Qualified 1290 Vendor is not entitled to a patent or copyright on those materials and may not 1291 transfer the patent or copyright to anyone else. The Qualified Vendor shall not


mailto:[email protected]

1292 use or release these materials without the prior written consent of the State. 1293 1294 6.3.6.2 The Federal and State governments reserve a royalty-free, nonexclusive and 1295 irrevocable license to reproduce, publish, or otherwise use and to authorize others 1296 to use for Federal or State government purposes such materials, reports, data or 1297 information system, software, documentation and manuals. 1298 1299 6.3.6.3 At the termination of the Agreement, in whole or in part, the Qualified Vendor 1300 shall make available all such relevant materials, reports, data and information to 1301 the Division within thirty (30) days following termination of the Agreement or 1302 such longer period as approved by the Division. 1303 1304 6.3.7 Confidentiality. 1305

1306 6.3.7.1 The Qualified Vendor shall observe and abide by all applicable State and Federal 1307 statutes, rules and regulations regarding the use or disclosure of information 1308 including, but not limited to, information concerning a pplicants for and recipients 1309 of Agreement services. To the extent permitted by law, the Qualified Vendor shall 1310 release information to the Department and the Attorney General’s Office as 1311 required by the terms of this Agreement, by law or upon their request. 1312 1313 6.3.7.2 The Qualified Vendor shall comply with the requirements of the Arizona Address 1314 Confidentiality Program, A.R.S. § 41-161 et seq. 1315 1316 6.3.8 Agreement Term. 1317

1318 The term of this Agreement shall be the period from the date of signing by the 1319 Department to the Agreement termination date as awarded or extended, or such 1320 earlier date as provided under Section 6.10. The Qualified Vendor will not be paid 1321 or reimbursed for Agreement services provided prior to the date services are 1322 authorized to begin. 1323 1324 6.3.9 Agreement Extension. 1325

1326 The maximum term for this Agreement is ten (10) years from January 1, 2011. 1327 This Agreement will expire no later than December 31, 2021. The Agreement can 1328 be terminated as specified in Section 6.10 et seq. of these terms and conditions. 1329 The Procurement Officer may exercise the Division’s option to extend or renew 1330 the Agreement by unilateral Agreement amendment; a written amendment signed 1331 by both parties shall not be necessary. The Division has no obligation to extend 1332 or renew this Agreement.


1333

1334 6.3.10 Cooperation. 1335

1336 6.3.10.1 The Department may undertake or award other Agreements or Contracts for 1337 additional work related to the work performed by the Qualified Vendor, and the 1338 Qualified Vendor must fully cooperate with such other Qualified Vendors, 1339 Contractors, and State employees, and carefully fit its own work to such other 1340 work. The Qualified Vendor may not commit or permit any act that will interfere 1341 with the performance of work by any other Qualified Vendor, Contractor, or by 1342 State employees. The Qualified Vendor shall cooperate with the State in the 1343 transfer of work, services, case records or files from the Qualified Vendor to any 1344 other Qualified Vendor(s), Contractor(s), or State employee(s) that the State deems 1345 appropriate for the other Qualified Vendor(s), Contractor(s), or State employee(s) 1346 to perform work under their Agreement, Contract, or duties as a State employee. 1347 1348 6.3.11 Technical Assistance. 1349

1350 The Division may, but shall not be obligated to, provide technical assistance to the 1351 Qualified Vendor in the administration of Agreement services, or relating to the 1352 terms and conditions, policies and procedures governing this Agreement. 1353 Notwithstanding the foregoing, the Qualified Vendor shall not be relieved of full 1354 responsibility and accountability for the provision of Agreement services in 1355 accordance with the terms and conditions set forth herein. 1356 1357 6.3.12 Enrollment; Disenrollment. 1358

1359 Procedures for enrollment of a member in Qualified Vendor services and 1360 termination of enrollment with the Qualified Vendor shall be in accordance with 1361 the Agreement and all applicable Division and/or AHCCCS rules and policies. 1362 AHCCCS rules and policies may be found at https://azahcccs.gov/ . 1363

1364 6.3.13 Offshore Performance of Work Prohibited. 1365

1366 Due to security and identity protection concerns, direct services under this 1367 Agreement shall be performed within the borders of the United States. Any services 1368 that are described in the specifications or scope of work that directly serve the State 1369 of Arizona or Members and may involve access to or transmission of secure or 1370 sensitive data or personal information or development or modification of software 1371 for the State shall be performed within the borders of the United States. Unless 1372 specifically stated otherwise in the specifications or scope of work, this definition 1373 does not apply to indirect or “overhead” services, redundant back- up services or 1374 services that are incidental to the performance of the Agreement. This provision 1375 applies to work performed by subcontractors at all tiers.


https://azahcccs.gov/

1377 1378 6.4.1 Payments. 1379

1380 6.4.1.1 Upon delivery of goods or services, the Qualified Vendor shall submit a claim. 1381 Submission of the claim constitutes an affirmation by the Qualified Vendor that 1382 the claim is accurate. Nothing in this Agreement requires the State to pay claims 1383 any sooner than thirty (30) days after receipt of an accurate claim. 1384 1385 6.4.1.2 The Qualified Vendor is paid a specified amount for each unit of service or 1386 deliverable as designated in the service specification and RateBook or negotiated 1387 rate, not to exceed the maximum number of units indicated by the authorization 1388 for each Agreement service/deliverable. 1389 1390 6.4.1.3 The Qualified Vendor shall report Agreement expenditures to the Division in the 1391 manner prescribed by the “Records,” “Audits,” and “Reporting Requirements” 1392 sections of these terms and conditions. Upon receipt of applicable, accurate and 1393 complete reports, the Division shall authorize payment or reimbursement in 1394 accordance with the method(s) prescribed by this Agreement. 1395 1396 6.4.1.4 If the Qualified Vendor is in any manner in default in the performance of any 1397 obligation under this Agreement, or if audit exceptions are identified, the Division 1398 may, at its option and in addition to other available remedies, either offset the 1399 amount of payment or withhold payment until satisfactory resolution of the default 1400 or exception. 1401 1402 6.4.1.5 The Division will not pay the Qualified Vendor: 1403 1404 6.4.1.5.1 For services that exceed the authorization. 1405 1406 6.4.1.5.2 For services performed prior to or after the term of the Agreement. 1407 1408 6.4.1.5.3 For services delivered prior to licensing if licensing is required. 1409 1410 6.4.1.5.4 For services delivered prior to required certification including but not limited to 1411 certification as a Home and Community Based Service provider. 1412 1413 6.4.1.5.5 For services delivered prior to AHCCCS registration. 1414 1415 6.4.1.6 Claims by the Qualified Vendor shall be submitted to the Division on the 1416 Division’s approved Billing Documents and in the format required by the 1417 Division, AHCCCS or the Federal government under the electronic submission 1418 requirements of the HIPAA of 1996.


1419 6.4.1.7 The Division is not obligated to pay for services provided without prior 1420 authorization. An initial claim for services must be received by the Division no later 1421 than six (6) months from the date of service, unless the claim involved retro- 1422 eligibility. Claims initially received beyond the six (6) month time frame, except 1423 claims involving retro-eligibility, will be denied. If a claim is originally received 1424 within the six (6) month time frame, the Qualified Vendor will have up to twelve 1425 (12) months from the date of service or sixty (60) from the date of the recoupment 1426 to correctly resubmit the claim in order to achieve clean claim status or to adjust a 1427 previously processed claim, unless the claim involves retro- eligibility. If a claim 1428 does not achieve clean claim status or is not adjusted correctly within twelve (12) 1429 months, the Division is not liable for payment. 1430 1431 6.4.1.8 For the purpose of determining the date of receipt of a claim, the date of receipt is 1432 the date the Division receives the claim. Only claims received by the Division in 1433 accordance with the provisions of this section will be considered for payment. 1434 1435 6.4.1.9 The Qualified Vendor must obtain any necessary authorization from the Division 1436 or AHCCCS for services provided to members and shall comply with encounter 1437 reporting and claims submission requirements of the Division and AHCCCS. 1438 1439 6.4.1.10 Corrections to claims submitted to the Division in which an underpayment was 1440 made due to either billing errors or an error on the part of the Division when 1441 paying must be made within a twelve (12) month period following delivery of 1442 service. Underpayment billing corrections will not be considered beyond twelve 1443 (12) months from service delivery. 1444 1445 6.4.2 Applicable Taxes. 1446

1447 6.4.2.1 Payment of Taxes 1448 1449 The Qualified Vendor shall be responsible for paying all applicable taxes. 1450 1451 6.4.2.2 State and Local Transaction Privilege Taxes 1452 1453 The State of Arizona is subject to all applicable state and local transaction privilege 1454 taxes. Transaction privilege taxes apply to the sale and are the responsibility of the 1455 seller to remit. Failure to collect taxes from the buyer does not relieve the seller from 1456 its obligation to remit taxes. 1457 1458 6.4.2.3 Tax Indemnification 1459 1460 The Qualified Vendor and all subcontractors shall pay all Federal, State and local 1461 taxes applicable to its operation and any persons employed by the Qualified Vendor. 1462 The Qualified Vendor shall, and require all subcontractors to, hold the State 1463 harmless from any responsibility for taxes, damages and interest, if applicable, 1464 contributions required under Federal, and/or State and local laws and


https://6.4.1.10

1465 regulations and any other costs including transaction privilege taxes, 1466 unemployment compensation insurance, Social Security and Worker’s 1467 Compensation. 1468 1469 6.4.2.4 Arizona Substitute W-9 Form 1470 1471 In order to receive payment under the Agreement, the Qualified Vendor shall have 1472 a current Arizona Substitute W-9 Form on file with the State of Arizona and shall 1473 submit an Arizona Substitute W-9 upon request by the Division. An Arizona 1474 Substitute W-9 will need to be submitted if there are any changes to the Qualified 1475 Vendor’s address, name, telephone number or other information. A copy of this 1476 Arizona Substitute W-9 form can be found at the Arizona Department of 1477 Administration’s General Accounting Office website at www.gao.az.gov 1478 6.4.3 Availability of Funds. 1479

1480 The Department may a djust payment authorizations, adjust prior service 1481 authorizations, or terminate this Agreement, in whole or in part, without further 1482 recourse, obligation, or penalty if insufficient funds are appropriated or allocated. 1483 The Director of the Department shall have the sole and unfettered discretion in 1484 determining the availability of funds. 1485 1486 6.4.3.1 Reduction in Appropriations. 1487

1488 If the State Legislature reduces the appropriations to the Department or Division 1489 resulting directly or indirectly in a decrease in funding for goods and service that 1490 are subject to this Agreement the State may take any appropriate action, including 1491 but not limited to the following actions: 1492 Post revised rates in the RateBook; 1493 Cancel the Agreement; 1494 Cancel the Agreement and re-solicit the requirements. 1495 1496 6.4.4 Certification of Cost or Pricing Data. 1497

1498 By signing the Qualified Vendor Application, Agreement, Agreement 1499 Amendment or other official form, the Qualified Vendor is certifying that, to the 1500 best of the Qualified Vendor’s knowledge and belief, any cost or pricing data 1501 submitted is accurate, complete and current as of the date submitted or other 1502 mutually agreed upon date. Furthermore, the price to the State shall be adjusted to 1503 exclude any significant amounts by which the State finds the price was increased 1504 because the Qualified Vendor-furnished cost or pricing data was inaccurate, 1505 incomplete or not current as of the date of certification. Such adjustment by the 1506 State may include overhead, profit or fees. The certifying of cost or pricing data 1507 does not apply when Agreement rates are set by law or regulation. 1508 1509 1510 6.4.5 Fees and Program Income.


http://www.gao.az.gov/

1511 6.4.5.1 The Qualified Vendor shall impose no fees or charges of any kind upon members 1512 for services authorized under this Agreement; this prohibition includes but is not 1513 limited to seeking indemnification, release, or other contract rights from the 1514 member. 1515 1516 6.4.5.2 The Qualified Vendor shall not submit a claim, demand, or otherwise collect 1517 payment from a member for ALTCS services in excess of the amount paid to the 1518 Qualified Vendor by the AHCCCS or the Division. The Qualified Vendor shall not 1519 bill or attempt to collect payment directly or through a collection agency from a 1520 member claiming to be ALTCS eligible without first receiving verification from the 1521 AHCCCS that the member was ineligible for ALTCS on the date of service or that 1522 services provided were not ALTCS covered services (A.A.C. R9-22-702). 1523 1524 6.4.5.3 The Division shall collect Client Share of Cost as described in A.A.C. R6-6-1201 1525 et seq. The Qualified Vendor may not collect this amount from members. 1526 1527 6.4.5.4 Members may be assessed a cost sharing requirement in the form of a co-payment 1528 for certain medical services (A.A.C. R9-22-711). Residential Qualified Vendors 1529 may need to facilitate payment of this charge from client trust fund accounts. 1530 1531 6.4.6 Levels of Service. 1532

1533 6.4.6.1 The Department makes no guarantee to purchase specific quantities of goods or 1534 services, or to refer members as may be identified or specified herein. Further, it 1535 is understood and agreed that this Agreement is for the sole convenience of the 1536 Department and that the Department reserves the right to obtain like goods or 1537 services from other sources. 1538 1539 6.4.6.2 Any administration within the Department may obtain services under this 1540 Agreement. 1541 1542 6.4.6.3 The Division makes no guarantee to purchase all the service capacity or to 1543 provide any number of referrals. 1544 1545 6.4.6.4 Any change in member residential placement requires approval by the appropriate 1546 Division District Administration. The Division reserves the authority to make any 1547 and all determinations regarding member need. Except in an emergency need 1548 situation, changes in residential placement require sixty (60) day written prior 1549 notification by either the Qualified Vendor or the Division of Developmental 1550 Disabilities. 1551 1552 6.4.7 Payment Recoupment. 1553

1554 6.4.7.1 The Qualified Vendor shall reimburse the Division upon demand or the Division 1555 may deduct from future payments the following: 1556 6.4.7.1.1 Any amounts received by the Qualified Vendor from the Division for Agreement


1557 services that have been inaccurately reported or fail to meet payment requirements; 1558 1559 6.4.7.1.2 Any amounts paid by the Qualified Vendor to a subcontractor if the Qualified 1560 Vendor entered into the subcontract without advance notice to the Division; 1561 1562 6.4.7.1.3 Any amount or benefit paid directly or indirectly to an individual or organization 1563 not in accordance with the “Substantial Interest Disclosure” section of these terms 1564 and conditions; 1565 1566 6.4.7.1.4 Any amounts paid by the Division for services that duplicate services covered or 1567 reimbursed by other specific grants, contracts, or payments; 1568 1569 6.4.7.1.5 Any amounts paid to the Qualified Vendor or reimbursed in excess of the 1570 Agreement or service reimbursement ceiling; 1571 1572 6.4.7.1.6 Any amounts paid to the Qualified Vendor that are subsequently determined to be 1573 defective pursuant to the “Certification of Cost or Pricing Data” section of these 1574 terms and conditions; 1575 1576 6.4.7.1.7 Any payments made for services rendered before the Agreement date or after the 1577 Agreement termination date (whether in whole or in part); and 1578 1579 6.4.7.1.8 Any amount paid to the Qualified Vendor by the Division that is identified as a 1580 financial audit exception. 1581 1582 6.4.8 Reporting Requirements. 1583

1584 6.4.8.1 Unless otherwise provided in this Agreement, reporting shall adhere to the 1585 following schedule: no later than the thirtieth (30th) day following the end of each 1586 month during the Agreement term, the Qualified Vendor shall submit required 1587 programmatic and financial reports to the Division in the form set forth in the 1588 Agreement or as required by the Division. Failure to submit accurate and complete

reports by irtie (30th1589 the th th ) day following the end of a month may result, at the 1590 option of the Division, in delay of payment. Failure to provide such report within 1591 forty-five (45) days following the end of a month may result, at the option of the 1592 Division, in a termination of the Agreement. 1593 1594 6.4.8.2 No later than the forty-fifth (45th) day following the termination of this Agreement, 1595 in whole or in part, the Qualified Vendor shall submit to the Division a final 1596 program and fiscal report. Failure to submit the final program and fiscal report 1597 within the above time period may result, at the option of the Division, in forfeiture 1598 of final payment. Following the end of each Agreement term, the Qualified Vendor 1599 shall submit programmatic and financial reports to the Division


1600 in the form set forth in the contract no later than the forty-fifth (45the) day 1601 following the end of each Agreement term. The final fiscal report for the 1602 Agreement term shall include all adjustment to prior financial reports submitted 1603 for the Agreement term. 1604 1605 6.4.8.3 All records or other documentation supplied to the Division by the Qualified 1606 Vendor shall contain the Qualified Vendor number, Agreement number, name of 1607 the entity, and be submitted to the person designated by the Division. 1608 1609 6.4.8.4 Earned income reports for employment-related services shall be submitted to the 1610 Division by the Qualified Vendor no later than the fifteen (15th) day of each month 1611 following the service. This also applies to Qualified Vendors who contract with 1612 another division to provide employment-related services to the Division’s 1613 members. 1614 1615 6.4.8.5 The Qualified Vendor shall comply with any other reporting requirements as 1616 specified in the Agreement or as required by the Division. 1617 1618 6.4.9 Substantial Interest Disclosure. 1619

1620 6.4.9.1 The Qualified Vendor shall not make any payments, either directly or indirectly, to 1621 any person, partnership, corporation, trust, or any other organization that has a 1622 substantial interest in the Qualified Vendor’s organization or with which the 1623 Qualified Vendor (or one of its directors, officers, owners, trust certificate holders 1624 or a relative thereof) has a substantial interest, unless the Qualified Vendor has 1625 made a full written disclosure of the proposed payments, including amounts, to the 1626 Division. 1627 1628 6.4.9.2 Leases or rental contracts or purchase of real property that would be covered by 1629 item 6.4.9.1 of this section shall be in writing and accompanied by an independent 1630 commercial appraisal of fair market rental, lease, or purchase value, as appropriate. 1631 1632 6.4.9.3 For the purpose of this section, “relative” shall have the same meaning a s in 1633 A.R.S. § 38-502, including the definition therein as it may be amended. 1634 1635 6.4.10 Coordination of Benefits; Third Party Liability Determination. 1636

1637 6.4.10.1 When applicable, the Qualified Vendor shall establish and maintain a third-party 1638 payor identification process. 1639 1640 6.4.10.1.1 The Qualified Vendor shall report to the Division any updates to the member- 1641 specific third-party liability information within ten (10) business days of learning 1642 of the new information. 1643 1644 1645


1646 6.4.10.2 When applicable, the Qualified Vendor shall seek payment from the third party 1647 utilizing the AHCCCS-approved Current Procedural Terminology codes (CPT) or 1648 Healthcare Common Procedure Coding System (“HCPCS”) for the service 1649 provider’s category of service, up to the amount of liability before submitting a 1650 claim to the Division. 1651 1652 6.4.10.3 When submitting a claim to the Division, the Qualified Vendor shall also provide 1653 information acceptable to the Division showing the rejection or nonpayment of the 1654 claim by the third party. Acceptable information includes, but is not limited to, an 1655 “explanation of benefits” form when the third party is an insurance company whose 1656 potential liability for the claim arises out of a contract of insurance. 1657 1658 6.4.10.4 In the event the Qualified Vendor receives payment from a third-party payor in an 1659 amount that meets or exceeds the published rate, the Qualified Vendor shall report 1660 the provision of service on the claim document showing no amount due from the 1661 Division. 1662 1663 6.4.10.5 To the extent the Division pays all or a portion of a claim of the Qualified Vendor, 1664 the Qualified Vendor hereby assigns to the Division all rights it would otherwise 1665 have had from the third party or from any other source. 1666 1667 6.4.10.6 AHCCCS rules apply to the coordination of benefits under this Agreement. 1668 1669 6.5 Accountability 1670 1671 6.5.1 Professional Standards. 1672

1673 The Qualified Vendor shall deliver services in a humane and respectful manner and 1674 in accordance with any and all applicable professional accreditation standards. 1675 Levels of staff qualifications, professionalism, numbers of staff and individuals 1676 identified by name must be maintained as presented in the Agreement. 1677 1678 6.5.2 Qualified Vendor Code of Conduct. 1679

1680 6.5.2.1 The Qualified Vendor shall subcontract with or utilize only those individuals or 1681 organizations that are culturally sensitive, who meet accessibility standards for the 1682 disabled, and who do not discriminate based on ethnicity, gender, age, race, religion, 1683 marital status, sexual orientation or socioeconomic status. Subcontractors and their 1684 credentials shall meet all the requirements that apply to the Qualified Vendor. 1685 1686 6.5.2.2 The Qualified Vendor must ensure that its personnel, subcontractors and any other 1687 individual utilized by the Qualified Vendor for this Agreement: 1688 • Represent themselves, their credentials, and their relationship to Qualified 1689 Vendor accurately to members and others in the community.


1690 • Participate as appropriate in the planning (e.g., ISP) process, the 1691 implementation of plan objectives. 1692 • Maintain consumer privacy and confidential information in conformity with 1693 federal and state law, rule, and policy. 1694 • Ensure that all individuals who participate in this Agreement have been 1695 trained and have affirmed their understanding of federal and state law, rule, 1696 and policy regarding confidential information. 1697 • Ensure that members receiving service are safely supervised and accounted 1698 for. 1699 • Act in a professional manner, honor commitments, and treat members and 1700 families with dignity and respect 1701 • Display a positive attitude. 1702 • Absolute zero tolerance for the following: sexual activity with members and 1703 family members; employ authority or influence with members and families for 1704 the benefit of a third party; exploit the member’s trust in the Contractor; or 1705 accept any commission, rebates, or any other form of remuneration except for 1706 payment by the Contractor. 1707 1708 6.5.2.3 The Qualified Vendor shall avoid any action that might create or result in the 1709 appearance of: 1710 1711 6.5.2.3.1 Inappropriate use or divulging of information gathered or discovered pursuant to 1712 the performance of its duties under the Agreement; 1713 1714 6.5.2.3.2 Acting on behalf of the State without appropriate authorization; 1715 1716 6.5.2.3.3 Providing favorable or unfavorable treatment to anyone; 1717 1718 6.5.2.3.4 Making a decision on behalf of the State that exceeded its authority, could result in 1719 partiality, or have a political consequence for the State; 1720 1721 6.5.2.3.5 Misrepresenting or otherwise impeding the efficiency, authority, actions, policies, or 1722 adversely affecting the confidence of the public or integrity of the State; or, 1723 1724 6.5.2.3.6 Loss of impartiality when advising the State. 1725 1726 6.5.3 Personnel. 1727

1728 The Qualified Vendor’s personnel must satisfy all qualifications, carry out all duties, 1729 work the hours and receive the compensation set forth in this Agreement. 1730 1731 6.5.4 Fingerprinting. 1732

1733 6.5.4.1 The Qualified Vendor shall comply with, and shall ensure that all the Qualified 1734 Vendor’s employees, independent contractors, subcontractors, volunteers and


1735 other agents comply with, all applicable (current and future) legal requirements 1736 relating to fingerprinting, fingerprint clearance cards, certifications regarding 1737 pending or past criminal matters, and criminal records checks that relate to 1738 Agreement performance. 1739 1740 6.5.4.2 Applicable legal requirements relating to fingerprinting, certification, and criminal 1741 background checks may include, but are not limited to the following: A.R.S. §§ 36-1742 594.01, 36-3008, 41-1964, and 46-141. All applicable legal requirements relating to 1743 fingerprinting, fingerprint clearance cards, certifications regarding pending or past 1744 criminal matters, and criminal records checks are hereby incorporated in their 1745 entirety as provisions of this Agreement. The Qualified Vendor is responsible for 1746 knowing w hich legal requirements relating to fingerprinting, fingerprint clearance 1747 cards, certifications regarding pending or past criminal matters, and criminal records 1748 checks relate to Agreement performance. The reference to “juvenile” in A.R.S. § 1749 46-141 shall include “vulnerable adult” as defined in A.R.S. § 13-3623. 1750 1751 6.5.4.3 Personnel who are employed by the Qualified Vendor, whether paid or not, and who 1752 are required or allowed to provide services directly to juveniles or vulnerable adults 1753 shall submit a full set of fingerprints to the Department of Public Safety for the 1754 purposes of obtaining a state and federal criminal records check pursuant to 1755 A.R.S. § 41-1750 and P. L. 92-544 or shall apply for fingerprint clearance card 1756 within seven (7) working days of employment. 1757 1758 6.5.4.4 The Qualified Vendor shall pay for the costs of fingerprint checks and may charge 1759 these costs to its fingerprinted personnel. The Division shall only pay for the costs 1760 of fingerprint checks of potential developmental home providers. 1761 1762 6.5.4.5 The Qualified Vendor shall comply with the Division’s Criminal Acts/ 1763 Fingerprinting Standards. 1764 1765 6.5.4.6 Except as provided in A.R.S. § 46-141, this Agreement may be cancelled or 1766 terminated immediately if a person employed by the Qualified Vendor and who has 1767 contact with juveniles or vulnerable adults certifies pursuant to the provisions of 1768 A.R.S. § 46-141 (as may be amended) that the person is awaiting trial or has been 1769 convicted of any of the offenses listed therein in this State, or of acts committed in 1770 another state that would be offenses in this State, or if the person does not possess 1771 or is denied issuance of a valid fingerprint clearance card. 1772 1773 6.5.4.7 Personnel who are employed by any Qualified Vendor, whether paid or not, and 1774 who are required or allowed to provide services directly to juveniles or vulnerable 1775 adults shall certify on forms provided by the Department and notarized whether 1776 they are awaiting trial on or have ever been convicted of any of the offenses 1777 described in A.R.S. § 46-141 (F) (as may be amended).


1778

1779 6.5.4.8 Personnel who are employed by any Qualified Vendor, whether paid or not, and who 1780 are required or allowed to provide services directly to juveniles or vulnerable adults 1781 shall certify on forms provided by the Department and notarized whether they have 1782 ever committed any act of sexual abuse of a child, including sexual exploitation and 1783 commercial sexual exploitation, or any act of child abuse or any act of abuse against 1784 a vulnerable adult as defined in A.R.S. § 13-3623. 1785 1786 6.5.5 Federally Recognized Native American Tribes or Military Bases Certifications. 1787

1788 Federally recognized Native American tribes or military bases may submit and the 1789 Department shall accept certifications that state that no personnel who are employed 1790 or who will be employed during the Agreement term have been convicted of, have 1791 admitted committing or are awaiting trial on any offense as described in A.R.S. § 1792 46-141 (F) (as may be amended). 1793 1794 6.5.6 Background Checks for Employment through the ADES Central Registry. 1795

1796 If providing direct services to children or vulnerable adults, the following shall 1797 apply: 1798 1799 6.5.6.1 The provisions of A.R.S. § 8-804 (as may be amended) are hereby incorporated in its 1800 entirety as provisions of this Agreement. 1801 1802 6.5.6.2 The Department will conduct Central Registry Background Checks and will use the 1803 information contained in the Central Registry as a factor to determine qualifications 1804 for positions that provide direct service to children or vulnerable adults for: 1805 1. Any person who applies for a contract with this State and that person’s 1806 employees; 1807 2. All employees of a contractor; 1808 3. A subcontractor (subcontracting to provide member direct services) of a 1809 contractor and the subcontractor’s employees; and 1810 4. Prospective employees of the contractor or subcontractor at the request of the 1811 prospective employer. 1812 1813 6.5.6.3 Volunteers who provide direct services to children or vulnerable adults shall have a 1814 Central Registry Background Check which is to be used as a factor to determine 1815 qualifications for volunteer positions. 1816 1817 6.5.6.4 1. A person who is disqualified because of a Central Registry Background Check 1818 may apply to the Board of Fingerprinting for a Central Registry exception 1819 pursuant to A.R.S. § 41-619.57. A person who is granted a Central Registry 1820 exception pursuant to A.R.S. § 41-619.57 is not entitled to a contract,


https://41-619.57

https://41-619.57

1821 employment, licensure, certification or other benefit because the person has 1822 been granted a Central Registry exception. 1823 1824 2. Before being employed or volunteering in a position that provides direct services 1825 to children or vulnerable adults, persons shall certify on forms that are provided 1826 by the Department whether an allegation of abuse or neglect was made against 1827 them and was substantiated. The completed forms are to be maintained as 1828 confidential. 1829 1830 6.5.6.5 A person awaiting receipt of the Central Registry Background Check may provide 1831 direct services to ADES members (clients) after completion and submittal of the 1832 Direct Service Position certification if: 1833 1834 1. The person is not currently the subject of an investigation of child abuse or 1835 neglect in Arizona or another state or jurisdiction; and 1836 1837 2. The person has not been the subject of an investigation of child abuse or 1838 neglect in Arizona, or another state or jurisdiction, which resulted in a 1839 substantiated finding. 1840 1841 The Certification for Direct Service Position is located at: 1842 https://des.az.gov/sites/default/files/dl/CCA-1228A-FORFF.pdf 1843 1844 If the Central Registry Background Check specifies any disqualifying act and the 1845 person does not have a Central Registry exception, the person shall be prohibited 1846 from providing direct services to ADES members (clients). 1847 1848 6.5.6.6 The Qualified Vendor shall comply with the provisions of A.R.S. § 8-804 (as may 1849 be amended) and submit the names of each employee, subcontractor, and 1850 subcontractor employee, including volunteers, providing direct service to Division 1851 members for the Central Registry Background Check. The form for submitting the 1852 request is in Section 9, Attachment G of this Agreement located 1853 https://des.az.gov/sites/default/files/DDD-1703A.pdf 1854

1855 6.5.6.6.1 The Qualified Vendor shall maintain the Central Registry Background Check results 1856 and any related forms or documents in a confidential file for five (5) years after 1857 termination of the Agreement. 1858 1859 6.5.6.6.2 For purposes of this Agreement, references to “juvenile” in A.R.S. § 8-804 shall 1860 also include “vulnerable adult” as defined in A.R.S. § 13-3623. 1861 1862 6.5.7 Evaluation.


https://des.az.gov/sites/default/files/dl/CCA-1228A-FORFF.pdf

https://des.az.gov/sites/default/files/DDD-1703A.pdf

1863 The Department or third parties may evaluate, and the Qualified Vendor shall 1864 cooperate in the evaluation of, Agreement services. Evaluation may assess the 1865 quality and impact of services, either in isolation or in comparison with other 1866 similar services and assess the Qualified Vendor’s progress and/or success in 1867 achieving the goals, objectives and deliverables set forth in this Agreement. 1868 1869 6.5.8 Visitation, Inspection and Copying. 1870

1871 The Qualified Vendor’s or any subcontractor’s facilities, services, members served, 1872 books and records pertaining to the Agreement shall be available for visitation, 1873 inspection and copying by the Division and any other appropriate agent of the State 1874 or Federal Government. At the discretion of the Division, visitation, inspection and 1875 copying may be at any time during r egular business hours, announced or 1876 unannounced. If the Division deems it to be an emergency, it may at any time visit 1877 and inspect the Qualified Vendor’s or any subcontractor’s facilities, services, and 1878 members served, as well as inspect and copy their Agreement-related books and 1879 records. 1880 1881 6.5.9 Supporting Documents and Information. 1882

1883 In addition to any documents, reports or information required by any other section 1884 of this Agreement, the Qualified Vendor shall furnish the Division with any further 1885 documents and information deemed necessary by the Division in the form 1886 requested by the Division to demonstrate that the Qualified Vendor is in compliance 1887 with programmatic and Agreement requirements. Upon receipt of a request for 1888 information from the Department, the Qualified Vendor shall provide complete and 1889 accurate information no later than fifteen (15) days after the receipt of the request. 1890 1891 6.5.10 Monitoring. 1892

1893 6.5.10.1 The Department may monitor the Qualified Vendor or any subcontractor and each 1894 shall cooperate in the monitoring of services delivered, facilities and records 1895 maintained and fiscal practices. 1896 1897 6.5.10.2 The Division will monitor the Qualified Vendor’s compliance with the Agreement 1898 as deemed necessary by the Division. Monitoring may also be conducted, at 1899 reasonable times, by members, parents, member representatives, representatives of 1900 the Developmental Disabilities Advisory Council, and other recognized, ongoing 1901 advocacy groups for persons with developmental disabilities. The Qualified Vendor 1902 shall adhere to all related policies and procedures the Division deems appropriate to 1903 adequately evaluate the quality and impact of services and to establish on-going 1904 monitoring of service performance. The Division reserves the right to monitor the 1905 actual provision of services for compliance with the Division Programmatic 1906 Standards and to conduct investigations in accordance with the


1907 Division Investigation Standards and to verify staffing levels as authorized by the 1908 Division District Administration. 1909 1910 6.5.10.3 If the Division requires the Qualified Vendor to implement a corrective action plan, 1911 and the approved plan requires it, the Qualified Vendor shall notify all current and 1912 prospective members that they are operating under a corrective action plan. 1913 1914 6.5.11 Utilization Control/Quality Assurance. 1915

1916 6.5.11.1 The Qualified Vendor shall, always during the term of this Agreement, 1917 maintain an internal quality assurance system in accordance with current 1918 applicable AHCCCS rules and policies and Federal rules as specified in the 1919 current 42 C.F.R. Part 456, as implemented by AHCCCS and the Division. 1920 Qualified Vendor requirements shall include, but are not limited to: 1921 1922 6.5.11.1.1 Completing statistical or program reports as requested by the Division; 1923 1924 6.5.11.1.2 Complying with any recommendations made by the Division’s Statewide Quality 1925 Management Committee; 1926 1927 6.5.11.1.3 Making records available upon request; 1928 1929 6.5.11.1.4 Allowing persons authorized by the Division access to program areas at any hours 1930 of the day or night as deemed appropriate by the Division; and 1931 1932 6.5.11.1.5 Providing program information, upon request, to the Division. 1933 1934 6.5.11.2 The Qualified Vendor shall cooperate with the Division and AHCCCS quality 1935 assurance programs and reviews. 1936 1937 6.5.12 Sanctions Against the Division as a Result of Qualified Vendor Action or 1938 Inaction. 1939

1940 6.5.12.1 Sanctions imposed against the Division by AHCCCS for noncompliance with 1941 requirements for encounter data reporting, referenced in “Records” of these Terms 1942 and Conditions, that would not have been imposed but for the action or inaction of 1943 one or more Qualified Vendors, will be assessed against the Qualified Vendor based 1944 on the percentage of the Qualified Vendor’s contribution to the sanction imposed 1945 against the Division. 1946 1947 6.5.12.2 Any other sanctions imposed against the Division by AHCCCS in accordance with 1948 applicable AHCCCS rules, policies, and procedures that would not have been 1949 imposed but for the action or inaction of one or more Qualified Vendors will


1950 be assessed against the Qualified Vendor based on the percentage of the Qualified 1951 Vendor’s contribution to the sanction imposed against the Division. 1952 1953 6.5.12.3 Sanctions imposed against the Division by AHCCCS for failure of one or more 1954 Qualified Vendors or any subcontractor to submit requested disclosure statements 1955 will be assessed against the Qualified Vendor based on the percentage of the 1956 Qualified Vendor’s contribution to the sanction imposed against the Division. 1957 1958 6.5.13 Fair Hearings and Members’ Grievances. 1959

1960 6.5.13.1 The Qualified Vendor shall advise all members who receive services of their right, at 1961 any time and for any reason, to present to the Qualified Vendor and to the Division 1962 any grievances arising from the delivery of services, including, but not limited to, 1963 ineligibility determination, reduction of services, suspension or termination of 1964 services, or quality of services. The Division may assert its jurisdiction to hear the 1965 grievance or refer the matter to the appropriate authority. 1966 1967 6.5.13.2 If required by the Division, the Qualified Vendor shall maintain a system, subject 1968 to review upon request by the Division, for reviewing and adjudicating g rievances 1969 by members or subcontractors concerning the actual provision of services and 1970 payment for same by or on behalf of the Qualified Vendor. This system shall follow 1971 the grievance procedure agreed to by AHCCCS and the Division in the current 1972 AHCCCS/Division intergovernmental Agreement and the Division rules and 1973 policies. 1974 1975 6.5.14 Merger or Acquisition. 1976

1977 6.5.14.1 The Qualified Vendor shall not change ownership and/or taxpayer identification 1978 number without the prior written consent of the Division during the term of this 1979 Agreement. Consent shall not be unreasonably withheld. 1980 1981 6.5.14.2 A proposed merger, reorganization, affiliation, or change in ownership of the 1982 Qualified Vendor shall require prior approval of the Division. In some cases, a 1983 new Application may be required. 1984 1985 6.5.15 Disclosure of Bankruptcy Filing and other Material Event. 1986

1987 Qualified Vendors shall immediately notify the Division of any and all filings made 1988 under the bankruptcy laws and regulations and promptly provide a copy of the court 1989 filing and any subsequent non-procedural Court orders to the Division, including 1990 the final order disposing of the bankruptcy. In addition, the Qualified Vendor shall 1991 immediately submit an amended Assurances and Submittals, to the Division’s 1992 Contract Management Unit.


1993 6.5.15.1 The Qualified Vendor shall notify the Division within twenty-four (24) hours, in 1994 writing, if the Qualified Vendor: (i) fails to so maintain any representation, comply 1995 with any covenant, or perform any duty as provided in this Agreement; (ii) receives 1996 notice or becomes aware of a claim or cause of action that would, if valid and 1997 enforceable against the Qualified Vendor, violate any provision in this Agreement; 1998 or (iii) becomes aware of any Material Event. The notice to the Division shall 1999 describe the event or facts that triggered the delivery of the notice. 2000 2001 6.5.16 Federal Database Checks. 2002

2003 6.5.16.1 The Division will not and the Qualified Vendor shall not employ or contract with 2004 any individual who has been debarred, suspended or otherwise lawfully prohibited 2005 from participating in any public procurement activity or from participating in non- 2006 procurement activities under regulations issued under Executive Order 12549 or 2007 under guidelines implementing Executive Order 12549 [42 Code of Federal 2008 Regulations (“C.F.R.”) § 438.610(a) and (b), 42 C.F.R. § 1001. 1901(b), 42 C.F.R. 2009 § 1003. 102(a)(2)]. The Division is obligated under 42 C.F.R. § 455.436 to screen 2010 all Qualified Vendors and the Qualified Vendor is obligated to screen all employees, 2011 contractors, and/or subcontractor employees providing Agreement services to 2012 determine whether any of them have been excluded from participation in Federal 2013 health care programs by checking the following Federal databases: 2014 2015 1. The List of Excluded Individuals/Entities (“LEIE”) no less frequently than 2016 monthly (http://oig.hhs.gov/exclusions/) 2017

2018 2. The System for Award Management (“SAM”) no less frequently than monthly 2019 https://www.sam.gov/SAM/ 2020 3. And any other such databases that may be prescribed. 2021 2022 6.5.16.2 The Qualified Vendor shall maintain the Federal Database Check results and any 2023 related forms or documents in a confidential file for five (5) years after termination 2024 of the Agreement. 2025 2026 6.5.17 Fraud and Abuse. 2027

2028 6.5.17.1 If the Qualified Vendor discovers, or is made aware, that an act of suspected fraud or 2029 abuse has occurred or been alleged, the Qualified Vendor shall immediately report 2030 the incident or allegation to the Division as well as to the AHCCCS, Office of the 2031 Inspector General. The Qualified Vendor shall refer to the Division’s Provider 2032 Manual for guidance. 2033 2034 2035 2036


http://oig.hhs.gov/exclusions/

https://www.sam.gov/SAM/

2037 6.6 Agreement Changes 2038

2039 The Division may change the Agreement by posting a proposed amendment for 2040 thirty (30) days of review and comment. The amendment then requires signature 2041 by both parties for the Agreement to continue; however, amendments reflecting 2042 changes in law or generally applicable policies and procedures shall become a part 2043 of this Agreement without signature by the parties. If an amendment requires the 2044 signature of the Qualified Vendor, and the Qualified Vendor fails to sign and return 2045 the amendment in the form and within the timeframe specified by the Division, the 2046 Division may terminate the Agreement, in whole or in part. The Qualified Vendor 2047 may request a change to its Application and, upon approval by the Division; the 2048 change will become part of the ongoing A greement. 2049 2050 6.6.1 Unauthorized Amendments. 2051

2052 Changes to the Agreement, including the addition of work or materials, the revision 2053 of payment terms, or the substitution of work or materials, directed by an 2054 unauthorized State employee or made unilaterally by the Qualified Vendor are 2055 violations of the Agreement and of applicable law. Such changes, including 2056 unauthorized written Agreement amendments, shall be void and without effect, and 2057 the Qualified Vendor shall not be entitled to any claim under this Agreement based 2058 on those changes. 2059 2060 6.6.1.1 The Division may withdraw a proposed amendment, in whole or in part, before it 2061 becomes effective, if it is determined to be in the best interest of the State. 2062 2063 6.6.2 Updating Information and Amending a Qualified Vendor Application. 2064

2065 6.6.2.1 The Qualified Vendor shall update in QVADS the general information section of 2066 the vendor contract information component, the assurances and submittal form and 2067 associated submittals, the program description section of the detail information 2068 component, and administrative and service sites as necessary to ensure that the 2069 information is current and accurate. These changes are Vendor- initiated 2070 Application amendments. Application amendments that require approval by the 2071 Division are indicated in the electronic submittal process for QVADS and do not 2072 become effective unless approved. 2073 2074 6.6.2.2 The Qualified Vendor shall update all other information in QVADS as necessary to 2075 ensure that the information is current and accurate. 2076 2077 6.6.2.3 If the Division finds that the information provided in the original Application or as 2078 an update to the application is materially inaccurate, and the Qualified Vendor fails 2079 to correct such information within the time specified in a notice from the Division, 2080 such failure may be cause for termination of the Agreement, in whole or in part. The 2081 Division may delete the information from the directory until a correction is provided or the 2082 Agreement is terminated.


2083 2084 6.6.2.4 A Qualified Vendor seeking to add a service to its Agreement shall submit a 2085 request to the Division and if approved, the new service becomes part of the 2086 vendor’s Agreement. 2087 2088 6.6.3 Subcontracts. 2089

2090 6.6.3.1 The Qualified Vendor shall not enter into any subcontract for direct services under 2091 this Agreement without advance notice to the Division. 2092 2093 6.6.3.2 Prior to adding a subcontractor to the Agreement, the Qualified Vendor shall submit 2094 a formal, written statement to the Contracts Manager. The statement shall: 2095 2096 6.6.3.2.1 Be on the Qualified Vendor’s company letterhead; 2097 2098 6.6.3.2.2 Be signed by an authorized signatory of the Qualified Vendor; and 2099 2100 6.6.3.2.3 Contain the following information: 2101 2102 a. The subcontractor’s name, address, phone number, e-mail address, and 2103 primary point of contact; 2104 2105 b. The certifications required of the subcontractor (if any); 2106 2107 c. The type of services to be provided by the subcontractor; 2108 2109 d. The amount of time or effort (as a percent of the total Agreement performance) 2110 that the subcontractor will perform in relation to total performance of the 2111 Agreement’s requirements; and 2112 2113 e. A description of the quality assurance measures that the Qualified Vendor 2114 shall use to monitor the subcontractor’s performance. 2115 2116 6.6.3.3 The State reserves the right to request additional information deemed necessary 2117 about any proposed subcontractor, and the right to require the Qualified Vendor to 2118 delay performance of the subcontract until the State determines that the 2119 subcontracting relationship is consistent with the requirements of this Agreement 2120 2121 6.6.3.4 The subcontract shall incorporate by reference the entirety of this Agreement and 2122 the AHCCCS Minimum Subcontract Provisions; for information regarding those 2123 provisions, see 2124 https://azahcccs.gov/PlansProviders/HealthPlans/minimumsubcontractprovisions.html


https://azahcccs.gov/PlansProviders/HealthPlans/minimumsubcontractprovisions.html

2125 6.6.3.5 The Qualified Vendor shall provide copies of each subcontract with a 2126 subcontractor relating to the provision of Agreement services to the Division 2127 within five (5) business days of the request. 2128 2129 6.6.3.6 The Qualified Vendor shall be legally responsible for Agreement performance 2130 whether or not subcontractors are used. 2131 2132 6.6.3.7 No subcontract may operate to terminate or limit the legal responsibility of the 2133 Qualified Vendor to assure that all activities carried out by any subcontractor 2134 conform to the provisions of this Agreement. 2135 2136 6.6.4 Assignment and Delegation. 2137

2138 This Agreement, and the rights and obligations hereunder, may not be assigned or 2139 delegated by the Qualified Vendor without prior written consent of the Division. 2140 The Division shall not unreasonably withhold approval. 2141 2142 6.7 Risk and Liability 2143 2144 6.7.1 General Indemnification. 2145

2146 The Qualified Vendor shall indemnify, defend, save and hold harmless the State of 2147 Arizona, its departments, agencies, boards, commissions, universities and its 2148 officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) 2149 from and against any and all claims, actions, liabilities, damages, losses, or 2150 expenses (including court costs, attorneys’ fees, and costs of claim processing, 2151 investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury 2152 or personal injury (including death), or loss or damage to tangible or intangible 2153 property caused, or alleged to be caused, in whole or in part, by the negligent or 2154 willful acts or omissions of Qualified Vendor or any of its owners, officers, 2155 directors, agents, employees or subcontractors. This indemnity includes any claim 2156 or amount arising out of or recovered under the Workers’ Compensation Law or 2157 arising out of the failure of such Qualified Vendor to conform to any federal, state 2158 or local law, statute, ordinance, rule, regulation or court decree. It is the specific 2159 intention of the parties that the Indemnitee shall, in all instances, except for Claims 2160 arising solely from the negligent or willful acts or omissions of the Indemnitee, be 2161 indemnified by Qualified Vendor from and against any and all claims. It is agreed 2162 that Qualified Vendor will be responsible for primary loss investigation, defense 2163 and judgment costs where this indemnification is applicable. In consideration of 2164 the award of this Agreement, the Qualified Vendor agrees to waive all rights of 2165 subrogation against the State of Arizona, its officers, officials, agents and 2166 employees for losses arising from the work performed by the Qualified Vendor for 2167 the State of Arizona. 2168 2169 6.7.1.1 This indemnity shall not apply if the Qualified Vendor or subcontractor(s) is/are 2170 an agency, board, commission or university of the State of Arizona.


2171

2172 6.7.2 Indemnification - Patent and Copyright. 2173

2174 To the extent permitted by A.R.S. §§ 41-621 and 35-154, the Qualified Vendor 2175 shall indemnify and hold harmless the State against any liability, including costs 2176 and expenses, for infringement of any patent, trademark or copyright arising out 2177 of Agreement performance or use by the State of materials furnished or work 2178 performed under this Agreement. The State will notify the Qualified Vendor of 2179 any claim for which it may be liable under this section. 2180 2181 6.7.3 Force Majeure. 2182

2183 6.7.3.1 Except for payment of sums due for services rendered in accordance with the terms 2184 of the Agreement, neither party shall be liable to the other nor deemed in default 2185 under this Agreement if and to the extent that such party’s performance of this 2186 Agreement is prevented by reason of force majeure. The term “force majeure” 2187 means an occurrence that is beyond the control of the party affected and occurs 2188 without its fault or negligence. Without limiting the foregoing, force majeure 2189 includes acts of God, acts of the public enemy, war, riots, strikes, mobilization, 2190 labor disputes, civil disorders, fire, flood, lockouts, injunctions- intervention-acts, 2191 failures or refusals to act by government authority and other similar occurrences 2192 beyond the control of the party declaring force majeure which such party is unable 2193 to prevent by exercising reasonable diligence. 2194 2195 6.7.3.2 Force majeure shall not include the following occurrences: 2196 2197 6.7.3.2.1 Late delivery of equipment or materials caused by congestion at a manufacturer’s 2198 plant or elsewhere, or an oversold condition of the market; 2199 2200 6.7.3.2.2 Late performance by a subcontractor unless the delay arises out of a force majeure 2201 occurrence in accordance with this force majeure term and condition; or 2202 2203 6.7.3.2.3 Inability of either the Qualified Vendor or any subcontractor to acquire or 2204 maintain any required insurance, bonds, licenses or permits. 2205 2206 6.7.3.3 If either party is delayed at any time in the progress of the work by force majeure, 2207 the delayed party shall notify the other party in writing of such delay, as soon as is 2208 practicable and no later than the following business day, of the commencement 2209 thereof and shall specify the causes of such delay in such notice. Such notice shall 2210 be delivered or mailed certified-return receipt and shall make a specific reference to 2211 this section, thereby invoking its provisions. The delayed party shall cause such 2212 delay to cease as soon as practicable and shall notify the other party in writing when 2213 it has done so. The time of completion shall be extended by Agreement amendment 2214 for a period of time equal to the time that results or effects


2215 of such delay prevent the delayed party from performing in accordance with this 2216 Agreement. 2217 2218 6.7.3.4 Any delay or failure in performance by either party hereto shall not constitute 2219 default hereunder or give rise to any claim for damages or loss of anticipated 2220 profits if, and to the extent that such delay or failure is caused by force majeure. 2221 2222 6.7.4 Third Party Antitrust Violations. 2223

2224 The Qualified Vendor assigns to the State any claim for overcharges resulting 2225 from antitrust violations to the extent that those violations concern materials or 2226 services supplied by third parties to the Qualified Vendor toward fulfillment of 2227 this Agreement. 2228 2229 6.7.5 Predecessor and Successor Agreements. 2230

2231 The execution or termination of this Agreement, in whole or in part shall not be 2232 considered a waiver by the Department of any rights it may have for damages 2233 suffered through a breach of this Agreement or a prior Agreement with the 2234 Qualified Vendor. 2235 2236 6.7.6 Insurance. 2237

2238 6.7.6.1 Insurance Requirements 2239 2240 6.7.6.1.1 Qualified Vendor and subcontractors shall procure and maintain until all their 2241 obligations have been discharged, including any warranty periods under this 2242 Agreement, are satisfied, insurance against claims for injury to persons or damage 2243 to property which may arise from or in connection with the performance of the work 2244 hereunder by the Qualified Vendor, his agents, representatives, employees or 2245 subcontractors. 2246 2247 6.7.6.1.2 The insurance requirements herein are minimum requirements for this Agreement 2248 and in no way limit the indemnity covenants contained in this Agreement. The State 2249 of Arizona in no way warrants that the minimum limits contained herein are 2250 sufficient to protect the Qualified Vendor from liabilities that might arise out of the 2251 performance of the work under this Agreement by the Qualified Vendor, its agents, 2252 representatives, employees or subcontractors, and Qualified Vendor is free to 2253 purchase additional insurance. 2254 2255 6.7.6.1.3 Minimum Scope and Limits of Insurance: Qualified Vendor shall provide 2256 coverage with limits of liability not less than those stated below: 2257 2258 6.7.6.1.3.1 Commercial General Liability – Occurrence Form


2259 Policy shall include bodily injury, property damage, personal and advertising 2260 injury and broad form contractual liability coverage. 2261 2262 a. For Qualified Vendors of Occupational, Physical or Speech Therapy services: 2263

Coverage Minimum Limits • General Aggregate $2,000,000 • Personal and Advertising Injury $1,000,000 • Blanket Contractual Liability – Written and Oral $1,000,000 • Fire Legal Liability (Damage to Rented Premises) $ 50,000 • Each Occurrence $1,000,000

2264 2265 1. The policy shall be endorsed to include the following additional insured 2266 language: “The State of Arizona and the Department of Economic 2267 Security shall be named as additional insureds with respect to liability 2268 arising out of the activities performed by or on behalf of the Qualified 2269 Vendor”. Such additional insured shall be covered to the full limits of 2270 liability purchased by the Qualified Vendor, even if those limits of liability 2271 are in excess of those required by this Agreement. 2272 2273 2. The policy shall contain a waiver of subrogation endorsement in favor of 2274 the State of Arizona, its departments, agencies, boards, commissions, 2275 universities and its officers, officials, agents, and employees for losses 2276 arising from work performed by or on behalf of the Qualified Vendor. 2277 2278 3. Commercial General Liability may be satisfied if the Commercial General 2279 Liability policy is combined with the Professional Liability policy (item 2280 6.7.6.1.3.4 below), provided that the Commercial General Liability 2281 coverage is written on an occurrence basis, and certified with the required 2282 coverage, limits and e ndorsements required for Section 6.7.6.1.3.1. If 2283 written with the Professional Liability policy, the Commercial General 2284 Liability section shall have separate limits from the Professional Liability. 2285 2286 b. For all other Qualified Vendors: 2287

Coverage Minimum Limits • General Aggregate $2,000,000 • Products – Completed Operations Aggregate 1,000,000

• Personal and Advertising Injury 1,000,000

• Blanket Contractual Liability – Written and Oral 1,000,000

• Fire Legal Liability (Damage to Rented Premises) 50,000

• Each Occurrence 1,000,000


2288 1. The policy shall include coverage for Sexual Abuse and Molestation. This 2289 coverage may be sub-limited to no less than $500,000. The limits may be 2290 included within the General Liability limit or provided by separate 2291 endorsement with its own limits or provided as separate coverage included 2292 with the Professional Liability. 2293 2294 2. The Qualified Vendor must provide the following statement on their 2295 certificate(s) of insurance: “Sexual Abuse/Molestation Coverage is 2296 included, or Sexual Abuse is not excluded”. 2297 2298 3. The policy shall be endorsed to include the following additional insured 2299 language: “The State of Arizona and the Department of Economic 2300 Security shall be named as additional insureds with respect to liability 2301 arising out of the activities performed by or on behalf of the Qualified 2302 Vendor”. Such additional insured shall be covered to the full limits of 2303 liability purchased by the Qualified Vendor, even if those limits of liability 2304 are in excess of those required by this Agreement. 2305 2306 4. The policy shall contain a waiver of subrogation endorsement if favor the 2307 State of Arizona, its departments, agencies, boards, commissions, 2308 universities and its officers, officials, agents and employees for losses 2309 arising from work performed by or on behalf of the Qualified Vendor. 2310 2311 6.7.6.1.3.2 Business Automobile Liability 2312 2313 Bodily Injury and Property Damage for any owned, hired, and/or non-owned 2314 vehicles used in the performance of this Agreement. 2315 2316 a. Combined Single Limit (CSL) $1,000,000 2317 2318 1. The policy shall be endorsed to include the following additional insured 2319 language: “The State of Arizona and the Department of Economic 2320 Security shall be named as additional insureds with respect to liability 2321 arising out of the activities performed by or on behalf of the Qualified 2322 Vendor, involving automobiles owned, leased, hired or borrowed by the 2323 Qualified Vendor”. Such additional insured shall be covered to the full 2324 limits of liability purchased by the contractor, even if those limits of 2325 liability are in excess of those required by this Agreement. 2326 2327 2. The policy shall contain a waiver of subrogation endorsement in favor of 2328 the State of Arizona, its departments, agencies, boards, commissions, 2329 universities and its officers, officials, agents and employees for losses 2330 arising from work performed by or on be half of the Qualified Vendor. 2331 2332 3. Policy shall contain a severability of interests’ provision.


2333

2334 4. This section, Business Automobile Liability, shall not be applicable in the 2335 event the Qualified Vendor (or its Subcontractors) does not utilize a vehicle 2336 in any manner in the performance of the Agreement or if the utilization is 2337 only for commuting purposes. The term “commuting purposes” means a 2338 vehicle is used to travel from the Qualified Vendor’s home to its principal 2339 place of business or to one designated location. The Qualified Vendor 2340 electing to utilize their vehicle solely for commuting purposes shall submit 2341 a request to the Division for a Business Automobile Liability Waiver. In the 2342 event the Qualified Vendor (or its Subcontractors) subsequently utilizes the 2343 vehicle in the performance of the Agreement or it utilizes it for other than 2344 commuting purposes under the Agreement, this paragraph, Business 2345 Automobile Liability, shall be fully applicable, effective the date the 2346 utilization changed. 2347 2348 6.7.6.1.3.3 Worker’s Compensation and Employers’ Liability 2349 2350 a. Worker’s Compensation Statutory 2351 2352 b. Employer’s Liability 2353 2354 Coverage Minimum Limits 2355 Each Accident $1,000,000 2356 Disease – Each Employee $1,000,000 2357 Disease – Policy Limit $1,000,000 2358 2359 i. Policy shall contain a waiver of subrogation endorsement in favor of the 2360 State of Arizona, its departments, agencies, boards, commissions, 2361 universities and its officers, officials, agents, and employees for losses 2362 arising from work performed by or on behalf of the Qualified Vendor. 2363 2364 ii. This requirement shall not apply to the Qualified Vendor or subcontractor 2365 exempt from the provisions of A.R.S. § 23-901. To claim this exemption, 2366 the Qualified Vendor or subcontractor shall submit a request to the 2367 Division for the appropriate waiver (Sole Proprietor Waiver or 2368 Independent Contractor Agreement) form. 2369 2370 6.7.6.1.3.4 Professional Liability (Errors and Omissions Liability) 2371 2372 Basis Minimum Limits 2373 Each Claim $2,000,000 2374 Annual Aggregate $2,000,000 2375 2376 a. If the professional liability insurance required by this Agreement is written 2377 on a claims-made basis, the Qualified Vendor warrants


2378 that any retroactive date under the policy shall precede the effective date of 2379 this Agreement; and that either continuous coverage will be maintained, or an 2380 extended discovery period will be exercised for a period of two (2) years 2381 beginning at the time work under this Agreement is completed. 2382 2383 b. The policy shall cover professional misconduct or wrongful acts for those 2384 positions defined in the Scope of Work of this Agreement. 2385 2386 6.7.6.1.4 For assistance, a Qualified Vendor may contact the Department of Insurance 2387 Market Assist hotline at 602-364-3100. The Qualified Vendor may obtain 2388 assistance with sources for Business Automobile Liability to comply with this 2389 Agreement and should specify the limit required as well as the Qualified Vendor’s 2390 status with the Division. 2391 2392 6.7.6.1.5 Additional Insurance Requirements 2393 2394 6.7.6.1.5.1 The policies shall include, or be endorsed to include, the following provisions: The 2395 State of Arizona and the Department of Economic Security wherever additional 2396 insured status is required such additional insured shall be covered to the full limits 2397 of liability purchased by the Qualified Vendor, even if those limits of liability are 2398 in excess of those required by this Agreement as provided by A.R.S. § 41-621 (E). 2399 2400 6.7.6.1.5.2 The Qualified Vendor’s insurance coverage shall be primary insurance with 2401 respect to all other available sources. 2402 2403 6.7.6.1.5.3 Coverage provided by the Qualified Vendor shall not be limited to the liability 2404 assumed under the indemnification provisions of this Agreement. 2405 2406 6.7.6.1.6 Notice of Cancellation: Each insurance policy required by the insurance 2407 provisions of this Agreement shall provide the required coverage and shall not 2408 be suspended, voided, canceled, or reduced in coverage or in limits except after 2409 thirty (30) days prior written notice has been given to the State of Arizona. Such notice shall be 2410 sent directly to: 2411 Arizona Department of Economic Security 2412 Division of Developmental Disabilities, 2413 Attn: Contract Management Unit, 2414 Business Operations, 2415 P.O. Box 6123, Site Code 2HC3 2416 Phoenix, AZ, 85005-6123, 2417 2418 The information shall be sent by certified mail, return receipt requested. 2419 2420 6.7.6.1.7 Acceptability of Insurers: Insurance shall be placed with duly licensed or approved 2421 non-admitted status on the Arizona Department of Insurance List of Qualified 2422 Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than 2423


2424 A-VII or dually authorized to transact insurance in the State of Arizona. The State of 2425 Arizona in no way warrants that the above-required minimum insurer rating is sufficient 2426 to protect the Qualified Vendor from potential insurer insolvency. 2427

2428 If the social services program utilizes the Social Service Contractors Indemnity 2429 Pool (“SSCIP”) or other approved insurance pool for insurance coverage, SSCIP 2430 or the other approved insurance pool is exempt from the A.M. Best's rating 2431 requirements listed in this Agreement. If the Qualified Vendor or subcontractor 2432 chooses to use SSCIP or another approved insurance pool as its insurance 2433 provider, the contract/subcontract would be considered in full compliance with 2434 insurance requirements relating to the A.M. Best rating requirements. 2435 2436 6.7.6.1.8 Verification of Coverage 2437 2438 6.7.6.1.8.1 The Qualified Vendor shall furnish the State of Arizona with certificates of 2439 insurance (ACORD form or equivalent approved by the State of Arizona) as 2440 required by this Agreement. The certificates for each insurance policy are to be 2441 signed by a person authorized by that insurer on its behalf. 2442 2443 6.7.6.1.8.2 All certificates and endorsements are to be received and approved by the State of 2444 Arizona before work commences. Each insurance policy required by this 2445 Agreement must be in effect at or prior to commencement of Agreement services 2446 under this Agreement and remain in effect for the duration of the Agreement. 2447 Failure to maintain the insurance policies as required by this Agreement, or to 2448 provide evidence of renewal, is a material breach of the Agreement. 2449 2450 6.7.6.1.8.3 All certificates required by this Agreement shall be sent directly to: 2451 2452 Arizona Department of Economic Security 2453 Division of Developmental Disabilities 2454 Attn: Contracts Administration Unit, QVA Section 2455 P.O. Box 6123, Mail Drop 2HC3 2456 Phoenix, Arizona 85005-6123 2457 2458 The State of Arizona Project/Agreement number (the Qualified Vendor 2459 Application and Agreement Award Number) and Project Description (“RFQVA 2460 DDD 710000”) shall be noted on the certificate of insurance. The State of 2461 Arizona reserves the right to require complete, copies of all insurance policies 2462 required by this Agreement at any time. DO NOT SEND CERTIFICATES OF 2463 INSURANCE TO THE STATE OF ARIZONA’S RISK MANAGEMENT 2464 SECTION OR TO THE DES OFFICE OF PROCUREMENT. 2465 2466 6.7.6.1.9 Subcontractors: Qualified Vendors’ certificate(s) shall include a listing of all 2467 subcontractors performing member direct services and include all subcontractors as 2468 insured under its policies or Qualified Vendor shall furnish/submit to the State of 2469 Arizona separate certificates and endorsements for each 2470


2471 subcontractor associated with the Agreement award. All insurance coverage for 2472 subcontractors shall be subject to the minimum requirements identified above. 2473 2474 6.7.6.1.9.1 Qualified Vendors that utilize subcontractors to provide Developmental Home 2475 services will be exempt from providing separate certificates and endorsements if 2476 the Qualified Vendor enters into a separate Agreement between the Qualified 2477 Vendor, the Developmental Home subcontractor and the Division. Such 2478 Agreement shall provide for the Developmental Home subcontractor to be 2479 covered under the Provider Indemnity Program (“PIP”). A sample format for the 2480 Agreement may be found on the Division’s website at 2481 https://www.azdes.gov/ddd/. 2482 2483 6.7.6.1.10 Approval: Any modification or variation from the insurance requirements in this 2484 Agreement shall be made by the contracting agency in consultation with the 2485 Department of Administration, Risk Management Division. Such action will not 2486 require a formal Agreement amendment but may be made by administrative 2487 action. 2488 2489 6.7.6.1.11 Exceptions: In the event the Qualified Vendor or subcontractor(s) is/are a public 2490 entity, then the Insurance Requirements shall not apply. Such public entity shall 2491 provide a Certificate of Self-Insurance. If the Qualified Vendor or 2492 subcontractor(s) is/are a State of Arizona agency, board, commission, or 2493 university, none of the above shall apply. 2494 2495 In the event that the Qualified Vendor determines that it may not be able to comply 2496 fully with the insurance requirements set forth above in Section 6.7.6 above, the 2497 Qualified Vendor may request that the insurance requirements be modified 2498 pursuant to Section 6.7.6.1.10 pr ovided that such request be delivered in writing 2499 to the Department as early as possible but in no event not less than ten 2500 (10) days prior to Agreement execution. The Qualified Vendor shall include with 2501 such request Qualified Vendor’s justification for the modification with supporting 2502 documentation. 2503 2504 As provided in Section 6.7.6.1.10, the Department of Administration, Risk 2505 Management Section, shall decide whether such modification may be permitted. 2506 If the Department of Administration, Risk Management, decides to grant 2507 permission, the Department of Economic Security’s Chief Procurement Officer 2508 shall then decide whether to approve the modification. 2509 2510 Modifications that are approved are done so on a case-by-case basis and shall not 2511 affect the insurance requirements for other Qualified Vendors for whom the 2512 modifications have not been approved. If a Qualified Vendor’s request has not 2513 been approved or the Qualified Vendor fails to deliver its request prior the 2514 applicable deadline, then the Qualified Vendor shall be required to comply fully 2515 with the insurance requirements set forth in Section 6.7.6 above.


https://www.azdes.gov/ddd/

https://6.7.6.1.10

https://6.7.6.1.10

https://6.7.6.1.11

https://6.7.6.1.10

2516

2517 6.8 Warranties 2518 2519 6.8.1 Year 2000. 2520

2521 6.8.1.1 Notwithstanding any other warranty or disclaimer of warranty in this Agreement, 2522 the Qualified Vendor warrants that all products delivered and all services rendered 2523 under this Agreement shall comply in all respects to performance and delivery 2524 requirements of the specifications and shall not be adversely affected by any date- 2525 related data Year 2000 issues. This warranty shall survive the expiration or 2526 termination of this Agreement. In addition, the defense of force majeure shall not 2527 apply to the Qualified Vendor’s failure to perform specification requirements as a 2528 result of any date-related data Year 2000 issues. 2529 2530 6.8.1.2 Additionally, not withstanding any other warranty or disclaimer of warranty in this 2531 Agreement, the Qualified Vendor warrants that each hardware, software, and 2532 firmware product delivered under this Agreement shall be able to accurately 2533 process date/time data (including but not limited to calculation, comparing, and 2534 sequencing) from, into, and between the twentieth and twenty-first centuries, and 2535 the years 1999 and 2000 and leap year calculations, to the extent that other 2536 information technology utilized by the State in combination with the information 2537 technology being a cquired under this Agreement properly exchanges date-time 2538 data with it. If this Agreement requires that the information technology products 2539 being acquired perform as a system, or that the information technology products 2540 being acquired perform as a system in combination with other State information 2541 technology, then this warranty shall apply to the acquired products as a system. 2542 The remedies available to the State for breach of this warranty shall include, but 2543 shall not be limited to, repair and replacement of the information technology 2544 products delivered under this Agreement. In addition, the defense of force majeure 2545 shall not apply to the failure of the Qualified Vendor to perform any specification 2546 requirements as a result of any date-related data Year 2000issues. 2547 2548 6.8.1.3 The Qualified Vendor warrants that all services provided under this Agreement 2549 shall conform to the requirements stated herein and any amendments hereto. The 2550 Department 's acceptance of services provided by the Qualified Vendor shall not 2551 relieve the Qualified Vendor from its obligations under this warranty. In addition 2552 to its other remedies, the Department Procurement Officer may, at the Qualified 2553 Vendor's expense, require prompt correction of any services failing to meet the 2554 Qualified Vendor’s warranty herein. Services corrected by the Qualified Vendor 2555 shall be subject to all of the provisions of this Agreement in the manner and to the 2556 same extent as the services originally furnished. 2557 2558 6.8.2 Compliance with Applicable Laws.


2559 6.8.2.1 The materials and services supplied under this Agreement shall comply with all 2560 applicable Federal, State and local laws, and the Qualified Vendor shall maintain 2561 all applicable licenses and permit requirements. 2562 2563 6.8.2.2 In accordance with A.R.S. § 36-557 (Purchase of community developmental 2564 disabilities services; application; Agreements; limitation), as applicable, all 2565 members who receive Agreement services shall have all of the same specified 2566 rights as they would have if enrolled in a service program operated directly by the 2567 State. 2568 2569 6.8.2.3 The Qualified Vendor shall comply with the requirements related to reporting to a 2570 peace officer or child protective services incidents of crimes against children as 2571 specified in A.R.S. §13-3620 (as may be amended). 2572 2573 6.8.2.4 The Qualified Vendor shall comply with the requirements in A.R.S. § 46-454 2574 related to reporting to a peace office or to a protective services worker any reason 2575 to believe that abuse, neglect, or exploitation of a vulnerable adult has occurred. 2576 2577 6.8.2.5 The Qualified Vendor shall comply with P.L. 101-121, Section 319 (21 U.S.C. 2578 Section 1352) (as may be amended) and 29 C.F.R. Part 93 (as may be amended) 2579 which prohibit the use of Federal funds for lobbying and which state, in part: 2580 Except with the express authorization of Congress, the Qualified V endor, its 2581 employees or agents, shall not utilize any Federal funds under the terms of this 2582 Agreement to solicit or influence, or to attempt to solicit or influence, directly or 2583 indirectly, any member of Congress regarding pending or prospective legislation. 2584 Indian tribes, tribal organizations and any other Indian organizations are exempt 2585 from these lobbying restrictions with respect to expenditures that are specifically 2586 permitted by other Federal law. 2587 2588 6.8.2.6 The Qualified Vendor shall cooperate with all Division investigations, including 2589 investigations pursuant to A.R.S. § 36-557(G)(3) that involve danger to the health 2590 and safety of a Division member. This includes notification to the Division of all 2591 complaints involving a member. 2592 2593 6.8.2.7 The Qualified Vendor and any subcontractor shall comply with all applicable 2594 Federal laws, rules, regulations and policies, including Title XIX of the Social 2595 Security Act, the Omnibus Budget Reconciliation Act of 1981 (P.L. 97-35), Title 2596 42 of the C.F.R., and Title 45 C.F.R., Parts 74 and 96. If the Qualified Vendor 2597 receives Title XX funds, the Qualified Vendor shall comply with The Arizona 2598 Title XX Social Services Plan and Section 2352, Title XX Block Grants, of the 2599 Omnibus Budget Reconciliation Act of 1981. 2600 2601 6.8.2.8 The Qualified Vendor and any subcontractor shall comply with all applicable 2602 licensure, certification, and registration standards established by the Department, 2603 the Division, and AHCCCS. The Qualified Vendor and any subcontractor shall


2604 comply with all applicable Arizona law and applicable Department, Division, or 2605 AHCCCS administrative rules, policies, procedures, service standards and 2606 guidelines of their profession/occupation, including, but not limited to: 2607 2608 6.8.2.8.1 Hiring of ex-offenders; 2609 2610 6.8.2.8.2 Fingerprinting of Qualified Vendor’s and any subcontractor’s staff; 2611 2612 6.8.2.8.3 Completing of Fire Risk Profile requirements; 2613 2614 6.8.2.8.4 Reporting of unusual incidents involving children and/or adults; 2615 2616 6.8.2.8.5 Implementing program audit implementation plans; 2617 2618 6.8.2.8.6 Participating as a member of the planning (e.g., ISP) team; 2619 2620 6.8.2.8.7 Complying with all policies, procedures and instructions regarding planning 2621 documents (e.g., ISPs); 2622 2623 6.8.2.8.8 Submitting to the Division’s Support Coordinators copies of the planning 2624 document (e.g., ISP) strategies and other required documentation; 2625 2626 6.8.2.8.9 Providing copies of member records, including evaluations and progress reports; 2627 and 2628 2629 6.8.2.8.10 Ensuring that all movement of Division members, except in emergency need 2630 situations, is coordinated through the planning (e.g., ISP) team. If a member is 2631 receiving Title XIX funded services, no member movement shall take place unless 2632 it is part of the member’s planning document (e.g., ISP). 2633 2634 6.8.2.9 The Qualified Vendor and any subcontractor shall comply with the Occupational 2635 Safety and Health Administration (“OSHA”) regulations regarding blood borne 2636 pathogens, 29 C.F.R. 1910.1030. 2637 2638 6.8.2.10 The terms of this Agreement shall be subject to the terms of the intergovernmental 2639 Agreement between the Department and AHCCCS for the provision of services to 2640 ALTCS members. The Qualified Vendor accepts and agrees to perform the duties 2641 and requirements applicable to a provider of services to ALTCS members, 2642 including but not limited to performance of the Provider Participation Agreement 2643 between AHCCCS and the Qualified Vendor. 2644 2645 6.8.2.11 The Qualified Vendor shall comply with the requirements of the Health Insurance 2646 Portability and Accountability Act of 1996 (P. L. 104-191) and all applicable 2647 implementing Federal regulations. The Qualified Vendor shall notify the Division 2648 no later than one-hundred twenty (120) days prior to any required compliance date


https://6.8.2.11

https://6.8.2.10

https://6.8.2.8.10

2649 if the Qualified Vendor is unwilling to or anticipates that it will be unable to 2650 comply with any of the requirements of this section. Receipt by the Division of a 2651 notice of anticipated inability or unwillingness to comply as required by this 2652 section constitutes grounds for the termination of this Agreement. 2653 2654 6.8.2.12 The Qualified Vendor shall comply with any changes to Federal laws, regulations, 2655 or policies, to Arizona law, to Department, Division, or AHCCCS administrative 2656 rules, policies, or procedures, or to the intergovernmental agreement between the 2657 Department and AHCCCS. 2658 2659 6.8.2.13 By entering into this Agreement, the Qualified Vendor warrants compliance with 2660 the federal Immigration and Nationality Act (“INA”) and all other state and federal 2661 immigration laws and regulations related to the immigration status of its 2662 employees. The Qualified Vendor shall obtain statements from its subcontractors 2663 certifying compliance and shall furnish the statements to the Division upon request. 2664 These warranties shall remain in effect through the term of the Agreement. The 2665 Qualified Vendor and its subcontractors shall also maintain Employment 2666 Eligibility Verification forms (“I-9”) as required by the U.S. Department of Labor's 2667 Immigration and Control Act, for all employees performing work under the 2668 Agreement. I-9 forms are available for download at www.uscis.gov. The Division 2669 may request verification of compliance for any Qualified Vendor or subcontractor 2670 performing work under the Agreement. Should the Division suspect or find that the 2671 Qualified Vendor or any of its subcontractors are not in compliance, the Division may pursue any 2672 and all remedies allowed by law, including, but not limited to: suspension of work, termination of 2673 the Agreement for default, and suspension and/or debarment of the Qualified Vendor. All costs 2674 necessary to verify compliance are the responsibility of the Qualified Vendor. 2675 2676 6.8.2.14 By entering into this Agreement, the Qualified Vendor warrants compliance with 2677 the Deficit Reduction Act of 2005 (P.L. 109-171). Any Qualified Vendor that 2678 receives at least $5,000,000 (five million dollars) in Medicaid payments annually 2679 shall establish written policies for all employees (including management), and for 2680 all employees of any Qualified Vendor or agent of the Qualified Vendor, 2681 providing detailed information about false claims, false statements, and 2682 whistleblower protections under applicable Federal and State fraud and abuse 2683 laws. These written policies must include a specific discussion of the foregoing 2684 laws and detailed information regarding the Qualified Vendor’s policies and 2685 procedures for detecting and preventing fraud, waste and abuse, as well as the 2686 rights of employees to be protected as whistleblowers. In addition, the Qualified 2687 Vendor must establish a process for training, and train, existing staff and new hires 2688 on false claims, false statements, and whistleblower protections under applicable 2689 Federal and State fraud and abuse laws and the Qualified Vendor’s policies and 2690 procedures for detecting a nd preventing fraud, waste and a buse, and


http://www.uscis.gov/

https://6.8.2.14

https://6.8.2.13

https://6.8.2.12

2691 the rights of employees to be protected as whistleblowers. All training must be 2692 conducted in such a manner that can be verified by the Division. 2693 2694 6.8.2.15 The Qualified Vendor warrants compliance with all Federal immigration laws and 2695 regulations relating to employees and warrants its compliance with A.R.S. § 23- 2696 214, subsection A. (That subsection reads: “After December 31, 2007, every 2697 employer, after hiring an employee, shall verify the employment eligibility of the 2698 employee through the E-Verify program.”) A breach of a warrant regarding 2699 compliance with immigration laws and regulations shall be deemed a material 2700 breach of the Agreement and the Qualified Vendor may be subject to penalties up 2701 to and including termination of the Agreement. Failure to comply with a State audit 2702 process to randomly verify the employment records of Qualified Vendors and 2703 subcontractors shall be deemed a material breach of the contract and the Qualified 2704 Vendor may be subject to penalties up to and including termination of the 2705 Agreement. The Department retains the legal right to inspect the papers of any 2706 employee who works on the Agreement to ensure that the Qualified Vendor or 2707 subcontractor is complying with the warranty under this paragraph. 2708 2709 6.8.2.16 The Qualified Vendor shall comply with all applicable state and federal statutes 2710 and regulations. This shall include A.R.S. § 23-722.01 (as may be amended) 2711 relating to new hire reporting, A.R.S. § 23-722.02 (as may be amended) relating to 2712 wage assignment orders to provide child support, and A.R.S. § 25-535 (as may be 2713 amended) relating to administrative or court-ordered health insurance coverage for 2714 children. 2715 2716 6.8.3 Advance Directives. 2717

2718 As appropriate, the Qualified Vendor shall comply with Federal and State law on 2719 advance directives for adult members. Requirements include: 2720 2721 6.8.3.1 Maintaining written policies for adult individuals receiving c are through the 2722 Qualified Vendor regarding the member’s right to make decisions about medical 2723 care, including the right to accept or refuse medical care and the right to execute 2724 an advance directive. If the Qualified Vendor has a conscientious objection to 2725 carrying out an advance directive, it must be explained in policies. [A Qualified 2726 Vendor is not prohibited from making objection when made pursuant to A.R.S. § 2727 36-3205(C)(1).] 2728 2729 6.8.3.2 Providing written information to adult members regarding a member’s right under 2730 State law to make decisions regarding medical care and the Qualified Vendor’s 2731 written policies concerning advance directives (including any conscientious 2732 objections). 2733 2734 6.8.3.3 Documenting in the member’s medical record as to whether the adult member has 2735 been provided the information and whether an advance directive has been created.


https://23-722.02

https://23-722.01

https://6.8.2.16

https://6.8.2.15

2736

2737 6.8.3.4 Not discriminating against a member because of his or her decision to execute or 2738 not execute an advance directive, and not making i t a condition for the provision 2739 of care. 2740 2741 6.8.3.5 Provide education for staff on issues concerning advance directives including 2742 notification of direct care providers of services of any advanced directives 2743 executed by members to whom they are assigned to provide care. 2744 2745 6.8.4 Advising or Advocating on B ehalf of a Member. 2746

2747 The Qualified Vendor shall comply with the requirements under 42 C.F.R. § 2748 438.102 and the intergovernmental Agreement between the Division and 2749 AHCCCS. The Division may not prohibit, or otherwise restrict, a provider acting 2750 within the lawful scope of practice, from advising or advocating on behalf of a 2751 member who is authorized to receive services from the provider for the following: 2752 • The member’s health status, medical care, or treatment options including any 2753 alternative treatment that may be self-administered. 2754 • Any information the member needs in order to decide among all relevant 2755 treatment options. 2756 • The risks, benefits, and consequences of treatment or no treatment. 2757 • The member’s right to participate in decisions regarding his or her health care, 2758 including the right to refuse treatment, and to express preferences about future 2759 treatment decisions. 2760 2761 6.8.4.1 A Qualified Vendor may provide a member with factual information but is 2762 prohibited from recommending or steering a member in the member’s selection of 2763 a Qualified Vendor agency or Independent Provider. 2764 2765 6.8.5 Limited English Proficiency. 2766

2767 The Qualified Vendor shall ensure that all services provided are culturally 2768 relevant and linguistically appropriate to the population to be served following 2769 Department Policy, Limited English Proficiency, DES 1-01-34 and any 2770 subsequent revisions. 2771 2772 6.8.6 Service Process for Wards of the State. 2773

2774 In the event that an individual calls or appears at a physical location of the Qualified 2775 Vendor seeking to render service of process (summons and complaint, petition or 2776 subpoena, etc.) upon a minor who is in the physical custody of the Qualified Vendor 2777 but is a ward of the State of Arizona, Department of Economic Security, Qualified 2778 Vendor agrees not to accept service of that/those document(s) and to refer the 2779 individual to the child’s Support Coordinator. If, by error, Qualified Vendor or its 2780 agent accepts any service of process, a copy shall


2781 immediately be forwarded to the child’s Support Coordinator and shall also 2782 contain a transmittal memorandum that indicates the date the legal document was 2783 received, the person receiving it and the place of service, as well as the child to 2784 whom it refers. 2785 2786 6.8.7 Suspension or Debarment. 2787

2788 6.8.7.1 The State may, by written notice to the Qualified Vendor, immediately terminate 2789 this Agreement if the State determines that the Qualified Vendor has been debarred, 2790 suspended or otherwise lawfully prohibited from participating in any public 2791 procurement activity, including but not limited to, being disapproved as a 2792 subcontractor of any public procurement unit or other governmental body. This 2793 prohibition extends to any entity which employs, consults, subcontracts with or 2794 otherwise reimburses for services any person substantially involved in the 2795 management of another entity which is debarred, suspended or otherwise excluded 2796 from Federal procurement activity. Submittal of an offer or execution of an 2797 Agreement shall attest that the Qualified Vendor is not currently suspended or 2798 debarred. If the Qualified Vendor becomes suspended or debarred, the Qualified 2799 Vendor shall immediately notify the State. 2800 2801 6.8.7.2 The Qualified Vendor shall not be de00 barred, suspended, or otherwise lawfully 2802 prohibited from participating in any public procurement activity. 2803 2804 6.8.7.3 The Qualified V

~~u endor shall not employ, consult, subcontract or otherwise

2805 reimburse for services any person or entity that is debarred, suspended or 2806 otherwise excluded from public procurement activity. This prohibition extends to 2807 any person or entity that employs, consults, subcontracts with or otherwise 2808 reimburses for services any person or entity substantially involved in the 2809 management of another entity that is debarred, suspended or otherwise excluded 2810 from publ~ ic procurement activity. 2811 2812 6.8.7.4 The Qualified Vendor shall not retain as a director, officer, partner or owner of 2813 five (5) percent or more of the Qualified Vendor, any person, or affiliate of such 2814

o --person, who is debarred, suspended or otherwise excluded from public

2815 procurement activity. 2816 2817 6.8.8 Survival of Rights and Obligations-- after Agreement Expiration or Termination. 2818

2819 All representations and warranties made by the Qualified Vendor under this 2820 Agreement shall survive the expiration or termination hereof. In addition, the 2821 parties hereto acknowledge that pursuant to A.R.S. § 12-510 (as may be amended) 2822 except as provided in A.R.S. § 12-529 (as may be amended), the State is not subject 2823 to or barred by any limitations of actions prescribed in A.R.S., Title 12, Chapter 5 2824 (as may be amended).


2825 6.8.9 Certification of Compliance – Anti-Kickback. 2826

2827 By signing this Agreement, the Qualified Vendor certifies that it has not engaged 2828 in any violation of the Medicare Anti-Kickback statute (42 U.S.C. §§ 1320a-7b) or 2829 the “Stark I” and “Stark II” l aws governing related-entity referrals (P.L. 101- 239 2830 and P.L. 101-432) and compensation there from. 2831 2832 6.8.10 Warranty of Services. 2833

2834 The Qualified Vendor, by execution of this Agreement, warrants that it has the 2835 ability, authority, skill, expertise, and capacity to perform the services specified in 2836 the Agreement. 2837 2838 6.8.11 Certification of Truthfulness of Representation. 2839

2840 By signing this Agreement, the Qualified Vendor certifies the following: 2841 2842 6.8.11.1 That all representations set forth herein are true to the best of its knowledge; and 2843 2844 6.8.11.2 That it will maintain all representations, comply with all covenants, and perform 2845 all duties throughout the term of the Agreement. 2846 2847 6.9 State’s Contractual Remedies 2848 2849 6.9.1 Right to Assurance. 2850

2851 The Procurement Officer may, at any time, demand in writing that the Qualified 2852 Vendor give a written assurance of intent to perform. Failure by the Qualified 2853 Vendor to provide written assurance within the number of days specified in the 2854 demand may, at the State’s option, be the basis for terminating the Agreement under 2855 these Terms and Conditions or other rights and remedies available by l aw or 2856 provided by the Agreement. If the Qualified Vendor, at any time believes that it may 2857 potentially no longer be able to perform under this Agreement in the immediate 2858 future or at any time up to six (6) months into the future, the Qualified Vendor shall 2859 provide written notice to the Division informing the Division of the Qualified 2860 Vendor’s potential inability to perform under this Agreement along with a detailed 2861 explanation as to why the Qualified Vendor believes it may not be able to complete 2862 performance. 2863 2864 6.9.2 Stop Work Order. 2865

2866 6.9.2.1 The State may, at any time, by written order to the Qualified Vendor, require the 2867 Qualified Vendor to stop all or any part of the work called for by this Agreement 2868 for a period(s) of days indicated by the State after the order is delivered to the 2869 Qualified Vendor, and for any further period to which the parties may agree. The


2870 order shall be specifically identified as a stop work order issued under this clause. 2871 Upon receipt of the order, the Qualified Vendor shall immediately comply with its 2872 terms and take all reasonable steps to minimize the incurrence of costs allocable to 2873 the work covered by the order during the period of work stoppage. 2874 2875 6.9.2.2 If a stop work order issued under this clause is canceled or the period of the order 2876 or any extension expires, the Qualified Vendor shall resume work. The 2877 Procurement Officer shall make an equitable adjustment in the authorization 2878 schedule or Agreement price, or both, and the Agreement shall be amended in 2879 writing accordingly. 2880 2881 6.9.3 Non-Exclusive Remedies. 2882

2883 The rights and the remedies of the State set out in this Agreement are not exclusive. 2884 2885 6.9.4 Nonconforming Tender. 2886

2887 Reports or other documents supplied under this Agreement shall fully comply with 2888 the Agreement and all applicable law. The delivery of reports or other documents 2889 or a portion of the reports or other documents in an installment that do not fully 2890 comply with the Agreement and all applicable law constitutes a breach of 2891 Agreement. On delivery of nonconforming reports or other documents, the State 2892 may terminate the Agreement for default as defined in Section 6.10.6, Termination 2893 for Default, exercise any of its rights and remedies under the Uniform Commercial 2894 Code or pursue any other right or remedy available to it. 2895 2896 6.9.5 Right of Offset. 2897

2898 The State shall be entitled to offset against any sums due the Qualified Vendor, 2899 any expenses or costs incurred by the State, or damages assessed by the State 2900 concerning the Qualified Vendor’s non-conforming performance or failure to 2901 perform the Agreement, including expenses, costs and damages described in the 2902 Agreement Terms and Conditions. 2903 2904 6.9.6 Provisions for Default. 2905

2906 6.9.6.1 In addition to any other remedies available to the Division, if the Qualified 2907 Vendor fails to comply with any term of the Agreement, the Division may take 2908 one (1) or more of the following actions: 2909 2910 6.9.6.1.1 Withhold payment, in whole or in part;


2911 6.9.6.1.2 Suspend enrollment, which includes (i) suspending new members from 2912 enrollment in any services provided by the Qualified Vendor, and (ii) suspending 2913 any new services for members currently served by the Qualified Vendor. 2914 2915 6.9.6.1.3 Suspend the Agreement, in whole or in part, by (i) suspending the authority to 2916 request addition of new services to the Agreement; (ii) suspending the authority to 2917 request modification to current services, (iii) deleting the Qualified Vendor from 2918 the Qualified Vendor List; or (iv) enrolling members with another provider. 2919 2920 6.10 Agreement Termination 2921 2922 6.10.1 Cancellation for Conflict of Interest. 2923

2924 Pursuant to A.R.S. § 38-511, the State may cancel this Agreement within three (3) 2925 years after Agreement execution without penalty or further obligation if any person 2926 significantly involved in initiating, negotiating, securing, drafting or creating the 2927 Agreement on behalf of the State is or becomes at any time while the Agreement 2928 or an extension of the Agreement is in effect an employee of or a consultant to any 2929 other party to this Agreement with respect to the subject matter of the Agreement. 2930 The cancellation shall be effective when the Qualified Vendor receives written 2931 notice of the cancellation unless the notice specifies a later time. If the Qualified 2932 Vendor is a political subdivision of the State, it may also cancel this Agreement as 2933 provided in A.R.S. § 38- 511. 2934 2935 6.10.2 Gratuities. 2936

2937 The State may, by written notice, terminate this Agreement, in whole or in part, if 2938 the State determines that employment or a gratuity was offered or made by the 2939 Qualified Vendor or a representative of the Qualified Vendor to any officer or 2940 employee of the State for the purpose of influencing the outcome of the procurement 2941 or securing the Agreement, an amendment to the Agreement, or favorable treatment 2942 concerning the Agreement, including the making of any determination or decision 2943 about Agreement performance. The State, in addition to any other rights or 2944 remedies, shall be entitled to recover exemplary damages in the amount of three (3) 2945 times the value of the gratuity offered by the Qualified Vendor. 2946 2947 6.10.3 Termination for Convenience. 2948

2949 The State reserves the right, with written notice, to terminate the Agreement, in 2950 whole or in part at any time, when in the best interests of the State without penalty 2951 or recourse. Upon receipt of the written notice, the Qualified Vendor shall 2952 immediately stop all work, as directed in the notice, notify all subcontractors of the 2953 effective date of the termination and minimize all further costs to the State. In the 2954 event of termination under this paragraph, all documents, data and reports


2955 prepared by the Qualified Vendor under the Agreement shall become the property 2956 of and be delivered to the State. The Qualified Vendor shall be entitled to receive 2957 just and equitable compensation for work in progress, work completed, and 2958 materials accepted before the effective date of the termination. 2959 2960 6.10.4 Termination upon Request of the Qualified Vendor. 2961

2962 The Qualified Vendor may request termination of the Agreement, in whole or in 2963 part, at any time. The Qualified Vendor shall not terminate performance of this 2964 Agreement without the prior written consent of the Division. The Qualified Vendor 2965 shall provide at least sixty (60) days written notice to the Division setting forth the 2966 reasons for requesting termination. Upon determination that termination is 2967 appropriate, the Division shall provide written notice of acceptance of such 2968 termination and the termination date. Upon termination, all goods, materials, 2969 documents, data and reports prepared by the Qualified Vendor under the 2970 Agreement shall become the property of and be delivered to the State on demand. 2971 The State may, upon termination, procure, on terms and in the manner that it deems 2972 appropriate, materials or services to replace those under this Agreement. 2973 The Qualified Vendor shall be liable to the State for any excess costs incurred by 2974 the State in procuring materials or services in substitution for those due from the 2975 Qualified Vendor. 2976 2977 6.10.5 Termination for Default. 2978

2979 6.10.5.1 In addition to the rights reserved in the Agreement, the State may terminate the 2980 Agreement, in whole or in part, due to the failure of the Qualified Vendor to 2981 comply with any term or condition of the Agreement, to acquire and maintain all 2982 required insurance policies, bonds, licenses and permits, or to make satisfactory 2983 progress in performing the Agreement. The Procurement Officer shall provide 2984 written notice of the termination and the reasons for it to the Qualified Vendor. 2985 The Department may immediately terminate this Agreement if the Department 2986 determines that the health or welfare or safety of service recipients is endangered. 2987 2988 6.10.5.2 The State reserves the right to terminate the Agreement, in whole or in part, when 2989 a Qualified Vendor no longer meets the criteria defined in the RFQVA; for non- 2990 compliance with the Agreement requirements; or for failure to maintain a valid 2991 license, AHCCCS registration or Division certification, as appropriate. The 2992 Division shall provide written notice of the termination and the reasons for it to 2993 the Qualified Vendor. 2994 2995 6.10.5.3 Upon termination under this section, all goods, materials, documents, data and 2996 reports prepared by the Qualified Vendor under the Agreement shall become the 2997 property of and be delivered to the State on demand.


2998 6.10.5.4 The State may, upon termination of this Agreement, procure, on terms and in the 2999 manner that it deems appropriate, materials or services to replace those under this 3000 Agreement. The Qualified Vendor shall be liable to the State for any excess costs 3001 incurred by the State in procuring materials or services in substitution for those 3002 due from the Qualified Vendor unless the Agreement is terminated solely for the 3003 convenience of the State. 3004 3005 6.10.5.5 This Agreement may immediately be terminated if the Department determines that 3006 the health or welfare or safety of members is endangered. 3007 3008 6.10.6 Continuation of Performance through Termination. 3009

3010 The Qualified Vendor shall continue to perform, in accordance with the 3011 requirements of the Agreement, up to or beyond the date of termination, in whole 3012 or in part, as directed in the termination notice or as provided in Section 6.10.7.3 3013 below. 3014 3015 6.10.7 Termination for Any Reason. 3016

3017 6.10.7.1 In the event of termination or suspension of the Agreement by the Department, in 3018 whole or in part, such termination or suspension shall not affect the obligation of 3019 the Qualified Vendor to indemnify the Department and the State for any claim by 3020 any other party against the Department and/or the State arising from the Qualified 3021 Vendor’s performance of this Agreement and for which the Qualified Vendor 3022 would otherwise be liable under this Agreement. To the extent such 3023 indemnification is excluded by A.R.S. § 41-621 et seq. or an obligation is 3024 unauthorized under A.R.S. § 35-154 (as may be amended), the provisions of this 3025 paragraph shall not apply. 3026 3027 6.10.7.2 In the event of early termination, any funds advanced to the Qualified Vendor 3028 shall be returned to the Department within ten (10) days after the date of 3029 termination or upon receipt of notice of termination of the Agreement, whichever 3030 is earlier. 3031 3032 6.10.7.3 In the event the Agreement is terminated, in whole or in part, with or without cause, 3033 or expires, the Qualified Vendor shall assist the Division in the transition of 3034 members to other Qualified Vendors in accordance with applicable rules and 3035 policies. Such assistance and coordination shall include but shall not be limited to: 3036 3037 6.10.7.3.1 Forwarding program and other records as may be necessary to assure the 3038 smoothest possible transition and continuity of services. The cost of reproducing 3039 and forwarding such records shall be borne by the Qualified Vendor. 3040 3041 6.10.7.3.2 Notifying of subcontractors and members.


3042 6.10.7.3.3 Facilitating and scheduling medically necessary appointments for care and 3043 services. 3044 3045 6.10.7.3.4 Providing all reports set forth in this Agreement. 3046 3047 6.10.7.3.5 Making provisions for continuing all management/administrative services until 3048 the transition of members is completed and all other requirements of this 3049 Agreement are satisfied. 3050 3051 6.10.7.3.6 If required by the Division, extending performance until suitable arrangements are 3052 made by the Division for a replacement Qualified Vendor. 3053 3054 6.10.7.3.7 If required by the Division, at the Qualified Vendor’s own expense, assisting in 3055 the training of personnel. 3056 3057 6.10.7.3.8 Paying all outstanding obligations for care rendered to members. 3058 3059 6.10.7.3.9 Providing the following financial reports to the Division until the Division is 3060 satisfied that the Qualified Vendor has paid all such obligations: (a) a monthly 3061 claim aging report by pr ovider/creditor including Incurred But Not Reported 3062 (IBNR) amounts; (b) a monthly summary of cash disbursements; and (c) copies of 3063 all bank statements received by the Qualified Vendor in the preceding month for 3064 Qualified Vendor’s bank accounts. All reports in this section shall be due on the 3065 fifteenth (15th) day of each succeeding month for the prior month. 3066 3067 6.10.7.4 In the event the Agreement is terminated in part, the Qualified Vendor shall 3068 continue the performance of the Agreement to the extent not terminated. 3069 3070 6.10.8 Voidability of Agreement. 3071

3072 This Agreement is voidable and may be immediately terminated by the Department 3073 upon the Qualified Vendor becoming insolvent or filing proceedings in bankruptcy 3074 or reorganization, or upon assignment or delegation of the Agreement without prior 3075 written approval from the Department. 3076 3077 6.11 Agreement Claims andControversies

3078 Other than protests and claims covered by A.A.C. R6-6-2115 and R6-6-2116, any 3079 other claims or controversies under this Agreement shall be resolved according to 3080 A.A.C. R6-6-2117. 3081 3082 6.12 Contingency Planning

3085

3083 3084 The Qualified Vendor shall have a contingency plan that addresses the

requirements of (1) a Business Continuity Plan (“BCP”), and (2) a Pandemic 3086 Performance Plan, as stipulated in Section 6.12.1 and 6.12.2. The Contingency


3087 Plan is subject to the approval of the Division. The Qualified Vendor shall submit 3088 any amendment to the plan to the Division within ten (10) business days. The State 3089 may require a copy of the plan at any time prior to or post award of an Agreement. 3090 3091 6.12.1 Business Continuity. 3092

3093 6.12.1.1 Each Qualified Vendor shall establish a written BCP that illustrates how the 3094 Qualified Vendor shall provide contracted service(s) pursuant to the Agreement in 3095 the event of a natural or man-made disaster (e.g., earthquake, flood, catastrophic 3096 accident, fire, explosion, gas leak) or any other emergency event which may disrupt 3097 routine service delivery (e.g., power outage, disruption of essential utilities, 3098 evacuation by authorities). The BCP shall, at a minimum, include the following: 3099 a. Internal emergency notification call-trees, organizational chart, and orders of 3100 succession. 3101 b. Checklists to contact and coordinate with police, fire, medical, and other 3102 community emergency responders. 3103 c. The Qualified Vendor’s emergency points of contact(s)information, 3104 communication and reporting protocols with the Division. 3105 d. Plans to respond, restore, and resume business operations as soon as practical 3106 and also protecting the life, health, and safety of members and the Qualified 3107 Vendor’s staff. 3108 3109 6.12.1.2 In addition, the Qualified Vendor shall have contingencies for: 3110 a. The loss of facilities/sites. 3111 b. Electronic/telephone failure at primary place of business. 3112 c. Loss of computer systems/records. 3113 d. A facility evacuation plan that assures the successful evacuation of members 3114 and staff. 3115 e. A self-sheltering (i.e., shelter in place) plan which maintains adequate staffing 3116 levels, food, water, prescribed medications and equipment that meet the needs 3117 of members for the duration of the emergency/disaster event. 3118 3119 6.12.1.3 The BCP shall be specific for each of its Arizona facilities and reference 3120 community emergency resources as described in Section6.12.1.1. 3121 3122 6.12.1.4 The Qualified Vendor shall provide annual BCP training for all staff members. 3123 3124 6.12.1.5 The Qualified Vendor shall conduct BCP exercises, annually. 3125 3126 6.12.1.6 The Qualified Vendor shall review its BCP(s) as needed, amend the plan as 3127 required, and train all staff members on any changes to the plan.


3128 6.12.1.7 In the event of a local disaster declaration, an emergency declared by the 3129 Governor of Arizona, the President of the United States, or the World Health 3130 Organization which makes the performance of any term of this Agreement 3131 impossible or impracticable, the Division shall have the authority to: 3132 a. Temporarily void the Agreement(s), in whole or in part, if the Qualified 3133 Vendor cannot perform to the standards agreed upon in the initial terms. 3134 b. Implement emergency procurements as authorized by the Director of the 3135 Arizona Department of Administration pursuant to A.R.S. § 41-2537 of the 3136 Arizona Procurement Code. 3137 c. Reinstate the voided Agreement(s) if the Qualified Vendor can demonstrate 3138 ability to resume performance of the Agreement(s). 3139 3140 6.12.1.8 As a result of the provisions contained in Section 6.12.1.7 and subsections (a), (b), 3141 or (c) the Division shall not incur any liability with a Qualified Vendor during a 3142 disaster or emergency event. 3143 3144 6.12.2 Pandemic Contractual Performance. 3145

3146 6.12.2.1 The State shall require a written Pandemic Performance Plan that illustrates how 3147 the Qualified Vendor shall perform up to the Agreement standards in the event of 3148 a pandemic (e.g., influenza). At a minimum, the Pandemic Performance Plan shall 3149 include: 3150 a. Key succession and performance planning if there are a sudden 3151 significant decrease in Qualified Vendor’s workforce. 3152 b. Alternative methods to ensure there are services or products in the supply 3153 chain. 3154 c. An up to date list of company contacts and organizational chart. 3155 3156 6.12.2.2 The Qualified Vendor shall provide annual training on t he Pandemic Performance 3157 Plan for all staff members. 3158 3159 6.12.2.3 The Qualified Vendor shall review its Pandemic Performance Plan as needed, 3160 amend the plan as required, and train all staff members on any changes to the 3161 plan. 3162 3163 6.12.2.4 In the event of a pandemic, as declared by the Governor of Arizona, U.S. 3164 Government or the World Health Organization, which makes performance of any 3165 term under this Agreement impossible or impracticable, the State shall have the 3166 following rights: 3167 a. After the official declaration of a pandemic, the State may temporally void the 3168 Agreement(s) in whole or specific sections if the Qualifies Vendor cannot 3169 perform to the standards agreed upon. 3170 b. The State shall not incur any liability if a pandemic is declared and emergency 3171 procurements are authorized by the Director of the Arizona Department of 3172 Administration per A.R.S. § 41-2537 of the Arizona Procurement Code.


3175

3173 c. Once the pandemic is officially declared over and/or the Qualified Vendor can demonstrate 3174 the ability to perform, the State, at its sole discretion may reinstate the temporarily voided

Agreement(s). 3176 3177 6.13 Certifications 3178 3179 6.13.1 Lobbying. 3180

3181 The Qualified Vendor shall submit the Certification Regarding L obbying f orm, and by so 3182 doing, agrees to compliance with 49 C.F.R. Part 20. The Certification Regarding Lobbying 3183 form may be found in Section 9 as “Attachment C”. 3184 3185 6.13.2 Suspension or Debarment. 3186

3187 In addition to the terms and conditions in Section 6, the Qualified Vendor shall submit the 3188 Certification Regarding D ebarment, Suspension and Voluntary Exclusion Lower Tier Covered 3189 Transactions form, which may be found in Section 9 as “Attachment D”. 3190 3191 6.13.3 Inclusive Qualified Vendor. 3192

3193 The Qualified Vendor is encouraged to make every effort to utilize subcontractors that are 3194 small, women-owned and/or minority owned business enterprises. This could include 3195 subcontractors for a percentage of the administrative or direct service being proposed. The 3196 Qualified Vendor who is committing a portion of its work to such subcontractors shall do so 3197 by identifying the type of service and work to be performed by providing detail concerning the 3198 Qualified Vendor’s utilization of small, women-owned and/or minority business enterprises. 3199 Emphasis should be placed on specific areas that are subcontracted and percentage of 3200 Agreement utilization and how this effort will be administered and managed, including 3201 reporting requirements. 3202 3203 6.13.4 Data Sharing. 3204

3205 When determined by the Department that sharing of confidential data will occur with the 3206 Qualified Vendor, the Qualified Vendor shall complete the ADES Data Sharing Request 3207 Agreement and submit the completed Agreement to the DES Program Designated Staff prior 3208 to any work commencing or data shared. A separate Data Sharing Request Agreement shall be 3209 required between the Qualified Vendor and each DES Program sharing confidential data. The 3210 Data Sharing Request Agreement form may be found in Section 9 as “Attachment E”. 3211 3212 6.13.5 Participation in Boycott of Israel.

3213 Qualified Vendor warrants it is not engaged in a boycott of Israel as defined by A.R.S. § 35-3214 393.01. 3215 “The Participation in Boycott of Israel certification is no longer a required form. However, with 3216 the RFQVA Vendor Agreement, the Participation in Boycott of Israel certification will continue 3217 to be required as an attachment, however, applicants will not be evaluated based on whether

3218 this certification has been completed. The certification attachment will include a footnote with 3219 the following language: 3220 “Unless and until the District Court's injunction in Jordahl is stayed or lifted, the Anti-3221 Israel Boycott Provision (A.R.S. 35-393.01 (A)) is unenforceable and the State will take no 3222 action to enforce it.” 3223

3225

3230

3235

3240

3245

3250

3255

3260

3265

3224

3226 3227 3228 3229

3231 3232 3233 3234

3236 3237 3238 3239

3241 3242 3243 3244

3246 3247 3248 3249

3251 3252 3253 3254

3256 3257 3258 3259

3261 3262 3263 3264

3266 3267 3268

https://35-393.01

Participation in Boycott of Israel

PAGE Solicitation No.: State of Arizona

State Procurement Office OF 100 N.15th Ave., Suite 201 Description:

Phoenix, AZ 85007

3269 All materials submitted as part of a response to a solicitation are subject to Arizona public records law and will be disclosed if 3270 there is an appropriate public records request at the time of or after the award of the contract. Recently legislation has been enacted 3271 to prohibit the state from contracting with companies currently engaged in a boycott of Israel. To ensure compliance with A.R.S. 3272 §35-393.01 This form must be completed and returned with the response to the solicitation and any supporting information to 3273 assist the State in making its determination of compliance. 3274 3275 As defined by A.R.S. §35-393.01: 3276 3277 1."Boycott" means engaging in a refusal to deal, terminating business activities or performing other actions that are intended to 3278 limit commercial relations with Israel or with persons or entities doing business in Israel or in territories controlled by Israel, if 3279 those actions are taken either: 3280 (a) In compliance with or adherence to calls for a boycott of Israel other than those boycotts to which 50 United States 3281 Code section 4607(c) applies. 3282 (b) In a manner that discriminates on the basis of nationality, national origin or religion and that is not based on a valid 3283 business reason. 3284 2. "Company" means a sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, 3285 limited liability partnership, Limited Liability Company or other entity or business association, and includes a wholly owned 3286 subsidiary, majority-owned subsidiary, parent company or affiliate. 3287 3. "Direct holdings" means all publicly traded securities of a company that are held directly by the state treasurer or a retirement 3288 system in an actively m anaged account or fund in which the retirement system owns all shares or interests. 3289 4."Indirect holdings" means all securities of a company that are held in an account or fund, including a mutual fund, that is 3290 managed by one or more persons who are not employed by the state treasurer or a retirement system, if the state treasurer or 3291 retirement system owns shares or interests either: 3292 (a) together with other investors that are not subject to this section. 3293 (b) that are held in an index fund. 3294 5.”Public entity" means this State, a political subdivision of this STATE or an agency, board, commission or department of this 3295 state or a political subdivision of this state. 6. “Public fund” means the state treasurer or a retirement system. 3296 7. "Restricted companies" means companies that boycott Israel. 3297 8. "Retirement system" means a retirement plan or system that is established by or pursuant to title 38. 3298 3299 All offerors must select one of the following: 3300 _______ My company does not participate in, and agrees not to participate in during the term of the contract a boycott of 3301 Israel in accordance with A.R.S. §35-393.01. I understand that my entire response will become public record in accordance with 3302 A.A.C. R2-7-C317. 3303 My company does participate in a boycott of Israel as defined by A.R.S. §35-393.01. : 3304 3305 By submitting this response, proposer agrees to indemnify and hold the State, its agents and employees, harmless from any claims or 3306 causes of action relating to the State’s action based upon reliance on the above representations, including the payment of all costs and 3307 attorney fees incurred by the State in defending such an action.

Company Name Signature of Person Authorized to Sign

Address Printed Nam e

3308 3309 City State Zip Title

Unless and until the District Court’s injunction in Jordahl is stayed or lifted, the Anti-Israel Boycott Provision (A.R.S. 35-393.01 (A) is unenforceable and the State will take no action to enforce it. SPO Form 205 – Israel Boycott Affidavit

https://35-393.01

https://35-393.01

https://35-393.01

https://35-393.01

https://35-393.01