Exhibit A - Cooperative Purchase Agreement
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CITY OF PHOENIX
COOPERATIVE PURCHASING AGREEMENT BETWEEN THE CITY OF PHOENIX AND
NATIONWIDE LEGAL SERVICES, LLC
CITY OF PHOENIX CONTRACT NO._____________
COOP 21-035 - LEGAL PROCESSING, NOTARY AND RELATED SERVICES -
REQUIREMENTS CONTRACT
Finance Department
Procurement Division
251 W. Washington St, 8th Floor
Phoenix, AZ 85003
PROCUREMENT OFFICER
Tim Reed
602-262-7189
Tim.reed@phoenix.gov
TABLE OF CONTENTS
SECTION I – AGREEMENT ............................................................................................ 3
SECTION II – STANDARD TERMS AND CONDITIONS ................................................ 5
SECTION III – SPECIAL TERMS AND CONDITIONS ................................................. 19
SECTION IV – INSURANCE AND INDEMNIFICATION ............................................... 28
SECTION V – SCOPE ................................................................................................... 32
SECTION VI – PRICE SCHEDULE ............................................................................... 32
SECTION VII – SUBMITTALS/APPROVALS ............................................................... 34
EXHIBIT B – PRICE SHEET
CITY OF PHOENIX
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SECTION I – AGREEMENT
THIS AGREEMENT (this “Agreement”), entered into upon signature and recording by
the City Clerk’s department, as required by Phoenix City Code, (“Effective Date”), is between
the City of Phoenix, an Arizona municipal corporation (the “City”), and NATIONWIDE LEGAL
SERVICES, LLC (“Contractor”), hereafter, the “Parties.”
1. TERM OF AGREEMENT:
This Agreement will expire after five years.
2. COMPENSATION:
City shall pay Contractor in accordance with the compensation under the Original Solicitation,
as indicated in Exhibit B.
3. CANCELLATION:
3.1 This agreement may be cancelled pursuant to ARIZ. REV. STAT. § 38-511.
3.2 City’s Right to Terminate. The City reserves the right to terminate this Agreement
without cause, or to abandon the Services or any part of the Services not then
furnished, by notifying Contractor in writing..
4. RECITALS:
4.1 After a bid solicitation, State of Arizona (“Original Governmental Entity”) entered into
CTR050851 solicitation # BPM002577 with Contractor (the “Original Solicitation”), a
copy of which is attached as Exhibit A and incorporated by this reference.
4.2 The City is permitted to purchase the Services under the Original Solicitation without
further public bidding, and the Original Solicitation permits its cooperative use by other
governmental agencies including the City.
4.3 The City’s Procurement Code authorizes the City Manager to participate in, sponsor,
conduct or administer any cooperative purchasing agreement for the procurement of
any goods or services with one or more public procurement units and establish any
regulations governing the City’s cooperative procurement program.
4.4 The City Manager has authorized the use of this cooperative purchase to provide Legal
processing, Notary services, and related services in order to support all City
Departments. Legal Processing and notary Services are used by various Departments
citywide to deliver a wide array of Legal Notices to residents and businesses. These
Legal Notices could include construction violations, investigations, court proceedings
for both (in-state and out-of-state addresses), public notices, etc.
4.5 The City desires to contract with Contractor for supplies, goods, or services that are
identical (or nearly identical) to the supplies, goods, or services Contractor is providing
the Original Governmental Entity under the Original Solicitation.
4.6 Contractor consents to the City’s utilization of the Original Solicitation as the basis of
this Agreement, and Contractor desires to enter into this Agreement to provide the
Services set forth herein.
SECTION I – AGREEMENT
CITY OF PHOENIX
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5. BUSINESS IN ARIZONA:
The City will not enter contracts with Offerors (or any company(ies)) not granted authority to
transact business, or not in good standing, in the state of Arizona by the Arizona Corporation
Commission, unless the offeror asserts a statutory exception prior to entering a contract with
the City.
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein
by reference, and the covenants and promises contained herein, the Parties hereby agree as
follows:
Contractor agrees to comply with all the terms, conditions and specifications of the Original
Solicitation for the purposes of this Agreement which terms, conditions, and specifications are
incorporated herein by this reference. The “City of Phoenix” will be substituted for similar
references to the Original Governmental Entity throughout.
Contractor agrees to comply with the terms required by City of Phoenix on the following pages,
which replace any similar clauses in the Original Solicitation:
SECTION II – STANDARD TERMS AND CONDITIONS
CITY OF PHOENIX
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SECTION II – STANDARD TERMS AND CONDITIONS
1. DEFINITION OF KEY WORDS USED IN THE SOLICITATION:
Shall, Will, Must:
Indicates a mandatory requirement. Failure to meet these
mandatory requirements may result in the rejection of Offer
as non-responsive.
Should:
Indicates something that is recommended but not
mandatory.
If
the
Contractor
fails
to
provide
recommended information, the City may, at its sole
option, ask the Contractor to provide the information or
evaluate the offer without the information.
May:
Indicates something that is not mandatory but
permissible.
For purposes of this solicitation, the following definitions will apply:
“A.R.S.”
Arizona Revised Statute
“Buyer” or “Procurement
Officer”
City of Phoenix staff person responsible for the
solicitation. The City employee or employees who have
specifically been designated to act as a contact person
or persons to the Contractor, and responsible for
monitoring
and
overseeing
the
Contractor's
performance under this contract.
"City"
The City of Phoenix
"Contractor"
The individual, partnership, or corporation who, as a
result of the competitive process, is awarded a contract
by the City of Phoenix.
"Contract”
or
“Agreement"
The legal agreement executed between the City of
Phoenix, AZ and the Contractor.
“Days”
Means calendar days unless otherwise specified.
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“Deputy
Finance
Director”
The contracting authority for the City of Phoenix, AZ,
authorized to sign contracts and amendments thereto on
behalf of the City of Phoenix, AZ.
“Employer”
Any individual or type of organization that transacts
business in this state, that has a license issued by an
agency in this state and employs one or more
employees in this state. Employer includes this state,
any political subdivision of this state and self-employed
persons. In the case of an independent contractor,
employer means the independent contractor and does
not mean the person or organization that uses contract
labor. (A.R.S. 23-211).
“Offer”
Means a response from a supplier, contractor or service
provider to a solicitation request that, if awarded, binds
the supplier, contractor or service provider to perform in
accordance with the contract. Same as bid, proposal,
quotation or tender.
“Offeror”
Any Vendor, Seller or Supplier submitting a competitive
offer in response to a solicitation from the City. Same as
Bidder or Proposer.
“Solicitation”
Means an Invitation for Bid (IFB), Request for Proposal
(RFP), Request for Quotations (RFQ), Request for
Qualifications (RFQu) and request for sealed bids, or
any other type of formal procurement which the City
makes public through advertising, mailings, or some
other method of communication. It is the process by
which the City seeks information, proposals, bids or
quotes from suppliers.
“Suppliers”
Firms, entities or individuals furnishing goods or services
to the City.
“Vendor or Seller”
A seller of goods or services.
2.
CONTRACT INTERPRETATION:
2.1.
APPLICABLE LAW: This Contract will be governed by the law of the State of
Arizona, and suits pertaining to this Contract will be brought only in Federal or
State courts in Maricopa County, State of Arizona.
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2.2.
CONTRACT ORDER OF PRECEDENCE: In the event of a conflict in the
provisions of the Contract, as accepted by the City and as they may be
amended, the following will prevail in the order set forth below:
2.2.1. Special terms and conditions
2.2.2. Standard terms and conditions
2.2.3. Amendments
2.2.4. Statement or scope of work
2.2.5. Specifications
2.2.6. Attachments
2.2.7. Exhibits
2.2.8. Instructions to Contractors
2.2.9. Other documents referenced or included in the Solicitation
2.3.
ORGANIZATION – EMPLOYMENT DISCLAIMER: The Agreement resulting
hereunder is not intended to constitute, create, give rise to or otherwise
recognize a joint venture agreement or relationship, partnership or formal
business organization of any kind, and the rights and obligations of the parties
will be only those expressly set forth in the agreement. The parties agree that
no persons supplied by the Contractor in the performance of Contractor’s
obligations under the agreement are considered to be City’s employees and that
no rights of City civil service, retirement or personnel rules accrue to such
persons. The Contractor will have total responsibility for all salaries, wage
bonuses, retirement, withholdings, workmen’s compensation, occupational
disease compensation, unemployment compensation, other employee benefits
and all taxes and premiums appurtenant thereto concerning such persons, and
will save and hold the City harmless with respect thereto.
2.4.
SEVERABILITY: The provisions of this Contract are severable to the extent that
any provision or application held to be invalid will not affect any other provision
or application of the contract which may remain in effect without the invalid
provision or application.
2.5.
NON-WAIVER OF LIABILITY: The City of Phoenix as a public entity supported
by tax monies, in execution of its public trust, cannot agree to waive any lawful
or legitimate right to recover monies lawfully due it. Therefore, any Contractor
agrees that it will not insist upon or demand any statement whereby the City
agrees to limit in advance or waive any right the City might have to recover
actual lawful damages in any court of law under applicable Arizona law.
2.6.
PAROL EVIDENCE: This Agreement is intended by the parties as a final
expression of their agreement and is intended also as a complete and exclusive
statement of the terms of this agreement. No course of prior dealings between
the parties and no usage in the trade will be relevant to supplement or explain
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any term used in this Contract. Acceptance or acquiescence in a course of
performance rendered under this contract will not be relevant to determine the
meaning of this Contract even though the accepting or acquiescing party has
knowledge of the nature of the performance and opportunity to object.
3.
CONTRACT ADMINISTRATION AND OPERATION:
3.1.
RECORDS: All books, accounts, reports, files and other records relating to the
contract will be subject at all reasonable times to inspection and audit by the
City for five years after completion of the contract. Such records will be produced
at a City of Phoenix office as designated by the City. Confidentiality will be
maintained, and City will not violate any proprietary or other confidentiality
agreements vendor has in place.
3.2.
DISCRIMINATION PROHIBITED: Contractor agrees to abide by the provisions
of the Phoenix City Code Chapter 18, Article V as amended.
Any contractor, in performing under this contract, will not discriminate against
any worker, employee or applicant, or any member of the public, because of
race, color, religion, sex, national origin, age or disability nor otherwise commit
an unfair employment practice. The supplier and/or lessee will take action to
ensure that applicants are employed, and employees are dealt with during
employment without regard to their race, color, religion, sex, or national origin,
age or disability and adhere to a policy to pay equal compensation to men and
women who perform jobs that require substantially equal skill, effort and
responsibility, and that are performed within the same establishment under
similar working conditions. Such action will include but not be limited to the
following: Employment, promotion, demotion or transfer, recruitment or
recruitment advertising, layoff or termination; rates of pay or other forms of
compensation; and selection for training; including apprenticeship. The supplier
further agrees that this clause will be incorporated in all subcontracts with all
labor organizations furnishing skilled, unskilled and union labor, or who may
perform any such labor or services in connection with this contract. Contractor
further agrees that this clause will be incorporated in all subcontracts, job-
contractor agreements or subleases of this agreement entered into by
supplier/lessee.
3.3.
EQUAL EMPLOYMENT OPPORTUNITY AND PAY: In order to do business
with the City, Contractor must comply with Phoenix City Code, 1969, Chapter
18, Article V, as amended, Equal Employment Opportunity Requirements.
Contractor will direct any questions in regard to these requirements to the Equal
Opportunity Department, (602) 262-6790.
For a Contractor with 35 employees or fewer: Contractor in performing under
this Agreement shall not discriminate against any worker, employee or
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applicant, or any member of the public, because of race, color, religion, sex,
national origin, age, or disability, nor otherwise commit an unfair employment
practice. The Contractor will ensure that applicants are employed, and
employees are dealt with during employment without regard to their race, color,
religion, sex, national origin, age, or disability. Such action shall include but not
be limited to the following: employment, promotion, demotion or transfer,
recruitment or recruitment advertising, layoff or termination; rates of pay or other
forms of compensation; and selection for training; including apprenticeship. The
Contractor further agrees that this clause will be incorporated in all subcontracts
related to this Agreement that involve furnishing skilled, unskilled and union
labor, or who may perform any such labor or services in connection with this
Agreement. Contractor further agrees that this clause will be incorporated in all
subcontracts, Contractor agreements or subleases of this agreement entered
into by supplier/lessee.
For a Contractor with more than 35 employees: Contractor in performing
under this Agreement shall not discriminate against any worker, employee or
applicant, or any member of the public, because of race, color, religion, sex,
national origin, age, or disability, nor otherwise commit an unfair employment
practice. The Contractor will ensure that applicants are employed, and
employees are dealt with during employment without regard to their race, color,
religion, sex, national origin, age, or disability, and shall adhere to a policy to
pay equal compensation to men and women who perform jobs that require
substantially equal skill, effort, and responsibility, and that are performed within
the same establishment under similar working conditions. Such action shall
include but not be limited to the following: employment, promotion, demotion or
transfer, recruitment or recruitment advertising, layoff or termination; rates of
pay or other forms of compensation; and selection for training; including
apprenticeship. The Contractor further agrees that this clause will be
incorporated in all subcontracts with all labor organizations furnishing skilled,
unskilled and union labor, or who may perform any such labor or services in
connection with this contract. Contractor further agrees that this clause will be
incorporated in all subcontracts, job-Contractor agreements or subleases of this
Agreement entered into by supplier/lessee. The Contractor further agrees not to
discriminate against any worker, employee or applicant, or any member of the
public, because of sexual orientation or gender identity or expression and shall
ensure that applicants are employed, and employees are dealt with during
employment without regard to their sexual orientation or gender identity or
expression.
3.3.3 Documentation: Suppliers and lessees may be required to provide
additional documentation to the Equal Opportunity Department affirming that a
nondiscriminatory policy is being utilized.
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3.3.4 Monitoring: The Equal Opportunity Department shall monitor the
employment policies and practices of suppliers and lessees subject to this article
as deemed necessary. The Equal Opportunity Department is authorized to
conduct on-site compliance reviews of selected firms, which may include an
audit of personnel and payroll records, if necessary.
3.4.
LEGAL WORKER REQUIREMENTS: The City of Phoenix is prohibited by
A.R.S. § 41-4401 from awarding a contract to any Contractor who fails, or whose
subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore, Contractor
agrees that:
3.4.1. Contractor and each subcontractor it uses warrants their compliance with
all federal immigration laws and regulations that relate to their employees
and their compliance with A.R.S. § 23-214, subsection A.
3.4.2. A breach of a warranty under paragraph 1 will be deemed a material
breach of the contract that is subject to penalties up to and including
termination of the contract.
3.4.3. The City of Phoenix retains the legal right to inspect the papers of any
Contractor or subcontractor employee who works on the contract to
ensure that the Contractor or subcontractor is complying with the
warranty under paragraph 1.
3.5.
HEALTH,
ENVIRONMENTAL
AND
SAFETY
REQUIREMENTS:
The
Contractor’s products, services and facilities will be in full compliance with all
applicable Federal, State and local health, environmental and safety laws,
regulations, standards, codes and ordinances, regardless of whether or not they
are referred to by the City.
At the request of City representatives, the Contractor will provide the City:
3.5.1. Environmental, safety and health regulatory compliance documents
(written safety programs, training records, permits, etc.) applicable to
services provided by the Contractor in this contract
3.5.2. A list of all federal, state, or local (EPA, OSHA, Maricopa County, etc.)
citations or notice of violations issued against their firm or their
subcontractors including dates, reasons, dispositions and resolutions.
The City will have the right, but not the obligation to inspect the facilities,
transportation vehicles or vessels, containers and disposal facilities provided by
the Contractor or subcontractor. The City will also have the right to inspect
operations conducted by the Contractor or subcontractor in the performance of
this agreement. The City further reserves the right to make unannounced
inspections of the Contractor’s facilities (during normal business hours).
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3.6.
COMPLIANCE WITH LAWS: Contractor agrees to fully observe and comply
with all applicable Federal, State and local laws, regulations, standards, codes
and ordinances when performing under this Contract regardless of whether they
are being referred to by the City. Contractor agrees to permit City inspection of
Contractor’s business records, including personnel records to verify any such
compliance.
Because the contractor will be acting as an independent contractor, the City
assumes no responsibility for the Contractor’s acts.
3.7.
LAWFUL PRESENCE REQUIREMENT: Pursuant to A.R.S. §§ 1-501 and -502,
the City of Phoenix is prohibited from awarding a contract to any natural person
who cannot establish that he or she is lawfully present in the United States. In
order to establish lawful presence, this person must produce qualifying
identification and sign a City-provided affidavit affirming that the identification
provided is genuine. This requirement will be imposed at the time of contract
award. In the event the prevailing responder is unable to satisfy this
requirement, the City will offer the award to the next-highest scoring responder.
The law does not apply to fictitious entities such as corporations, partnerships
and limited liability companies
3.8.
CONTINUATION DURING DISPUTES: Contractor agrees that notwithstanding
the existence of any dispute between the parties, insofar as is possible, under
the terms of the contract, the Contractor will continue to perform the obligations
required of Contractor during the continuation of any such dispute unless
enjoined or prohibited by an Arizona Court of competent jurisdiction.
3.9.
EMERGENCY PURCHASES: The City reserves the right to purchase from
other sources those items which are required on an emergency basis and
cannot be supplied immediately from stock by the Contractor.
4.
COSTS AND PAYMENTS:
4.1.
GENERAL: Any prompt payment terms offered must be clearly noted by the
Contractor on all invoices submitted to the City for the payment of goods or
services received. The City will make every effort to process payment for the
purchase of material or services within thirty to forty-five calendar days after
receipt of a correct invoice, unless a good faith dispute exists to any obligation
to pay all or a portion of the account. Payment terms are specified in the Offer.
4.2.
PAYMENT DEDUCTION OFFSET PROVISION: Contractor acknowledges that
the City Charter requires that no payment be made to any Contractor as long as
there is an outstanding obligation due to the City. Contractor agrees that any
obligation it owes to the City will be offset against any payment due to the
Contractor from the City.
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4.3.
LATE SUBMISSION OF CLAIM BY CONTRACTOR: The City will not honor
any invoices or claims which are tendered one year after the last item of the
account accrued.
4.4.
DISCOUNTS: Payment discounts will be computed from the date of receiving
acceptable products, materials and/or services or correct invoice, whichever is
later to the date payment is mailed.
4.5.
NO ADVANCE PAYMENTS: Advance payments are not authorized. Payment
will be made only for actual services or commodities that have been received,
unless addressed specifically in the Scope of work for subscription services.
4.6.
FUND APPROPRIATION CONTINGENCY: The Vendor recognizes that any
agreement entered into will commence upon the day first provided and continue
in full force and effect until termination in accordance with its provisions. The
Vendor and the City herein recognize that the continuation of any contract after
the close of any given fiscal year of the City, which ends on June 30th of each
year, will be subject to the approval of the budget of the City providing for or
covering such contract item as an expenditure therein. The City does not
represent that said budget item will be actually adopted, said determination
being the determination of the City Council at the time of the adoption of the
budget.
4.7.
MAXIMUM PRICES: The City will not be invoiced at prices higher than those
stated in any contract resulting from this Offer. Contractor certifies, by signing
this Offer that the prices offered are no higher than the lowest price the
Contractor charges other buyers for similar quantities under similar conditions,
as applicable and shown by quotes for like services and goods. Contractor
further agrees that any reductions in the price of the goods or services covered
by this Offer and occurring after award will apply to the undelivered balance.
The Contractor will promptly notify the City of such price reductions.
4.8.
F.O.B. POINT: All prices are to be quoted F.O.B. delivered, unless specified
elsewhere in this solicitation.
5.
CONTRACT CHANGES:
5.1.
CONTRACT AMENDMENTS: Contracts will be modified only by a written
contract amendment signed persons duly authorized to enter into contracts on
behalf of the Contractor. No verbal agreement or conversation with any officer,
agent, or employee of the City either before or after execution of the contract,
will affect or modify any of the terms or obligations contained or to be contained
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in the contract. Any such verbal agreements or conversation shall be considered
as unofficial information and in no way binding upon the City or the Contractor.
All agreements shall be in writing and contract changes shall be by written
amendment signed by both parties.
5.2.
ASSIGNMENT - DELEGATION: No right or interest in this contract nor monies
due hereunder will be assigned in whole or in part without written permission of
the City, and no delegation of any duty of Contractor will be made without prior
written permission of the City, which may be withheld for good cause. Any
assignment or delegation made in violation of this section will be void.
5.3.
NON-EXCLUSIVE CONTRACT: Any contract resulting from this solicitation will
be awarded with the understanding and agreement that it is for the sole
convenience of the City. The City reserves the right to obtain like goods or
services from another source when necessary.
6.
RISK OF LOSS AND LIABILITY:
6.1.
TITLE AND RISK OF LOSS: The title and risk of loss of material or service will
not pass to the City until the City actually receives the material or service at the
point of delivery; and such loss, injury, or destruction will not release seller from
any obligation hereunder.
6.2.
ACCEPTANCE: All material or service is subject to final inspection and
acceptance by the City. Material or service failing to conform to the
specifications of this contract will be held at Contractor's risk and may be
returned to the Contractor. If so returned, all costs are the responsibility of the
Contractor. Noncompliance will conform to the cancellation clause set forth in
this document.
6.3.
FORCE MAJEURE: Except for payment of sums due, neither party will be liable
to the other nor deemed in default under this contract if and to the extent that
such party's performance of this contract is prevented by reason of force
majeure. The term "force majeure" means an occurrence that is beyond the
control of the party affected and occurs without its fault or negligence. Force
majeure will not include late performance by a subcontractor unless the delay
arises out of a force majeure occurrence in accordance with this force majeure
term and condition.
If either party is delayed at any time in the progress of the work by force majeure,
the delayed party will notify the other party in writing of such delay, as soon as
is practical, of the commencement thereof and will specify the causes of such
delay in such notice. Such notice will be hand-delivered or mailed certified-return
receipt and will make a specific reference to this provision, thereby invoking its
provisions. The delayed party will cause such delay to cease as soon as
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practicable and will notify the other party in writing when it has done so. The
time of completion will be extended by contract modification for a period of time
equal to the time that results or effects of such delay prevent the delayed party
from performing in accordance with this contract.
6.4.
LOSS OF MATERIALS: The City does not assume any responsibility, at any
time, for the protection of or for loss of materials, from the time that the contract
operations have commenced until the final acceptance of the work by the project
manager.
6.5.
CONTRACT PERFORMANCE: Contractor will furnish all necessary labor,
tools, equipment, and supplies to perform the required services at the City
facilities designated, unless otherwise specifically addressed in the scope, or
elsewhere in this Agreement. The City's authorized representative will decide all
questions which may arise as to the quality and acceptability of any work
performed under the contract. If, in the opinion of the City's authorized
representative, performance becomes unsatisfactory, the City will notify the
Contractor.
The Contractor will have 30 days from that time to correct any specific instances
of unsatisfactory performance, unless a different amount of time is specified in
the agreement. In the event the unsatisfactory performance is not corrected
within the time specified, the City will have the immediate right to complete the
work to its satisfaction and will deduct the cost to cover from any balances due
or to become due the Contractor. Repeated incidences of unsatisfactory
performance may result in cancellation of the agreement for default.
6.6.
DAMAGE TO CITY PROPERTY: Contractor will perform all work so that no
damage to the building or grounds results. Contractor will repair any damage
caused to the satisfaction of the City at no cost to the City.
Contractor will take care to avoid damage to adjacent finished materials that are
to remain. If finished materials are damaged, Contractor will repair and finish to
match existing material as approved by the City at Contractor's expense.
7.
CITY’S CONTRACTUAL RIGHTS:
7.1.
Whenever one party to this contract in good faith has reason to question the
other party's intent to perform, the former party may demand that the other party
give a written assurance of this intent to perform. In the event that a demand is
made and no written assurance is given within five days, the demanding party
may treat this failure as an anticipatory repudiation of this contract.
7.2.
NON-EXCLUSIVE REMEDIES: The rights and remedies of the City under this
Contract are non-exclusive.
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7.3.
DEFAULT IN ONE INSTALLMENT TO CONSTITUTE BREACH: Each
installment or lot of the agreement is dependent on every other installment or
lot and a delivery of non-conforming goods or a default of any nature under one
installment or lot will impair the value of the whole agreement and constitutes a
total breach of the agreement as a whole.
7.4.
ON TIME DELIVERY: Because the City is providing services which involve
health, safety and welfare of the general public, delivery time is of the essence.
Delivery must be made in accordance with the delivery schedule promised by
the Contractor.
7.5.
DEFAULT: In case of default by the Contractor, the City may, by written notice,
cancel this contract and repurchase from another source and may recover the
excess costs by (1) deduction from an unpaid balance due; (2) collection against
the bid and/or performance bond, or (3) a combination of the aforementioned
remedies or other remedies as provided by law.
7.6.
COVENANT AGAINST CONTINGENT FEES: Seller warrants that no person or
selling agent has been employed or retained to solicit or secure this contract
upon an agreement or understanding for a commission, percentage, brokerage,
or contingent fee, excepting bona fide employers or bona fide established
commercial or selling agencies maintained by the seller for the purpose of
securing business. For breach or violation of this warranty, the City will have the
right to annul the contract without liability or in its discretion to deduct from the
contract price a consideration, or otherwise recover the full amount of such
commission, brokerage or contingent fee.
7.7.
COST JUSTIFICATION: In the event only one response is received, the City
may require that the Contractor submit a cost proposal in sufficient detail for the
City to perform a cost/price analysis to determine if the Offer price is fair and
reasonable.
7.8.
WORK PRODUCT, EQUIPMENT AND MATERIALS: All work product,
equipment, or materials created or purchased under this contract belongs to the
City and must be delivered to the City at City’s request upon termination of this
contract. Contractor agrees to assign to City all rights and interests Contractor
may have in materials prepared under this contract that are “works for hire”
within the meaning of the copyright laws of the United States, including any right
to derivative use of the material.
8.
CONTRACT TERMINATION:
8.1.
GRATUITIES: The City may, by written notice to the Contractor, cancel this
contract if it is found that gratuities, in the form of entertainment, gifts or
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otherwise, were offered or given by the Contractor or any agent or
representative of the Contractor, to any officer or employee of the City making
any determinations with respect to the performing of such contract. In the event
this contract is canceled by the City pursuant to this provision, the City will be
entitled, in addition to any other rights and remedies, to recover or withhold from
the Contractor the amount of the gratuity.
8.2.
CONDITIONS AND CAUSES FOR TERMINATION:
8.2.1 This contract may be terminated at any time by mutual written consent,
or by the City, with or without cause, upon giving thirty-day written notice
to Contractor. The City at its convenience, by written notice, may
terminate this contract, in whole or in part. If this contract is terminated,
the City will be liable only for payment under the payment provisions of
this contract for services rendered and accepted material received by the
City before the effective date of termination. Title to all materials, work-
in-process and completed but undeliverable goods, will pass to the City
after costs are claimed and allowed. The Seller will submit detailed cost
claims in an acceptable manner and will permit the City to examine such
books and records as may be necessary in order to verify the
reasonableness of any claims.
8.2.2 The City reserves the right to cancel the whole or any part of this contract
due to failure of Contractor to carry out any term, promise, or condition of
the contract. The City will issue a written notice of default to Contractor
for acting or failing to act as in any of the following:
•
In the opinion of the City, Contractor provides personnel who do
not meet the requirements of the contract;
•
In the opinion of the City, Contractor fails to perform adequately
the stipulations, conditions or services/specifications required in
this contract;
•
In the opinion of the City, Contractor attempts to impose on the
City personnel or materials, products or workmanship, which is of
an unacceptable quality.
•
Contractor fails to furnish the required service and/or product
within the time stipulated in the contract;
•
In the opinion of the City, Contractor fails to make progress in the
performance of the requirements of the contract and/or give the
City a positive indication that Contractor will not or cannot perform
to the requirements of the contract.
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8.3.
CONTRACT CANCELLATION: All parties acknowledge that this contract is
subject to cancellation by the City of Phoenix pursuant to the provision of
Section 38-511, Arizona Revised Statutes.
9.
STATE AND LOCAL TRANSACTION PRIVILEGE TAXES:
In accordance with applicable state and local law, transaction privilege taxes may be
applicable to this transaction. The state and local transaction privilege (sales) tax
burden and legal liability to remit taxes are on the vendor that is conducting business
in Arizona and the City of Phoenix. Any failure by the Contractor to collect applicable
taxes from the City will not relieve the Contractor from its obligation to remit taxes. It is
the responsibility of the prospective bidder to determine any applicable taxes. The City
will look at the price or offer submitted and will not deduct, add or alter pricing based
on speculation or application of any taxes, nor will the City provide advice or guidance.
If you have questions regarding your tax liability, please seek advice from a tax
professional prior to submitting your offer. You may also find information at
https://www.phoenix.gov/finance/plt or https://www.azdor.gov/Business.aspx. Once
your offer is submitted, the Offer is valid for the time specified in this Solicitation,
regardless of mistake or omission of tax liability. If the City finds over payment of a
project due to tax consideration that was not due, the Contractor will be liable to the
City for that amount, and by contracting with the City, the Contractor agrees to remit
any overpayments back to the City for miscalculations on taxes included in a offer price.
10. TAX INDEMNIFICATION:
Contractor will pay all federal, state and local taxes applicable to its operation and any
persons employed by the Contractor, and require the same of all subcontractors.
Contractor will hold the City harmless from any responsibility for taxes, damages and
interest, if applicable, contributions required under federal, and/or state and local laws
and regulations and any other costs including transaction privilege taxes,
unemployment compensation insurance, Social Security and Worker's Compensation,
and require the same of all subcontractors.
11. TAX RESPONSIBILITY QUALIFICATION:
Contractor may be required to establish, to the satisfaction of City, that any and all fees
and taxes due to the City or the State of Arizona for any License or Transaction
Privilege taxes, Use Taxes or similar excise taxes, are currently paid (except for
matters under legal protest). Contractor agrees to a waiver of the confidentiality
provisions contained in the City Finance Code and any similar confidentiality provisions
contained in Arizona statutes relative to State Transaction Privilege Taxes or Use
Taxes. Contractor agrees to provide written authorization to the City Finance
Department and to the Arizona State Department of Revenue to release tax information
relative to Arizona Transaction Privilege Taxes or Arizona Use Taxes in order to assist
the Department in evaluating Contractor's qualifications for and compliance with
contract for duration of the term of contract.
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12.
NO ISRAEL BOYCOTT:
By entering into this contract, the Contractor certifies that they are not currently
engaged in, and agrees for the duration of the contract to not engage in, a boycott of
goods or services from Israel.
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SECTION III – SPECIAL TERMS AND CONDITIONS
1. METHOD OF ORDERING: Contractor shall deliver items and/or services only upon
receipt of a written purchase order. All Contractor invoices and packing/delivery tickets
must include the City of Phoenix purchase order number.
2. METHOD
OF
INVOICING:
Invoice
must
be
emailed
in
.pdf
format
to
invoices@phoenix.gov and must include the following:
• City purchase order number or shopping cart number
• Items listed individually by the written description and part number.
• Unit price, extended and totaled.
• Quantity ordered, back ordered, and shipped.
• Applicable tax
• Invoice number and date.
• Delivery address.
• Payment terms.
• FOB terms.
• Remit to address
3. METHOD OF PAYMENT: Payment to be made from Contractor’s invoice and a copy of
the signed delivery/service ticket submitted to cover items received and accepted during
the billing period.
4. PARTIAL PAYMENTS: Partial payments are not authorized on individual purchase
orders. Payment will be made upon final delivery and acceptance of all goods and
services on the purchase order.
5. SUPPLIER PROFILE CHANGES: It is the responsibility of the Contractor to promptly
update their profile in procurePHX at www.phoenix.gov/procure. If Contractor’s legal
identify has changed, the Procurement Officer must be notified immediately. Failure to do
so may result in non-payment of invoices and contract termination.
6. AUTHORIZED CHANGES: The City reserves the right at any time to make changes in
any one or more of the following: (a) specifications; (b) methods of shipment or packing;
(c) place of delivery; (d) time of delivery; and/or (e) quantities. If the change causes an
increase or decrease in the cost of or the time required for performance, an equitable
adjustment may be made in the price or delivery schedule, or both. Any claim for
adjustment will be deemed waived unless asserted in writing within thirty days from the
receipt of the change. Price increases or extensions of delivery time will not be binding on
the City unless evidenced in writing and approved by the Deputy Finance Director or
Department Director prior to the institution of the change.
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7. SUSPENSIONS OF WORK: The Procurement Officer and the project manager reserve the
right to suspend work wholly or in part if deemed necessary for the best interest of the
City. This suspension will be without compensation to the Contractor, other than to adjust
the contract completion/delivery requirements.
8. HOURS OF WORK: All work under this contract shall be coordinated with the City’s project
manager. Any changes to the established schedule must have prior written approval by
the City’s project manager.
9. POST AWARD CONFERENCE: A post-award conference may be held by the
Procurement Officer or project manager prior to commencement of any work on the
project. The purpose of this conference is to discuss critical elements of the work schedule
and operational problems and procedures.
10. PERFORMANCE INTERFERENCE: Contractor shall notify the City’s department contact
immediately of any occurrence and/or condition that interferes with the full performance of
the contract and confirm it in writing within 24 hours.
Department Contact: Amanda Griffin
Phone: 602-262-4576
11. ADVERTISING: Contractor will not advertise or publish news releases concerning this
contract without the prior written consent of the Deputy Finance Director or Department
Director, and the City will not unreasonably withhold permission.
12. EXCLUSIVE POSSESSION: All services, information, computer program elements,
reports, and other deliverables which may be created under this contract are the sole
property of the City of Phoenix and will not be used by the Contractor or any other person
except with prior written permission by the City.
13. STRICT PERFORMANCE: Failure of either party to insist upon the strict performance of
any item or condition of the contract or to exercise or delay the exercise of any right or
remedy provided in the contract, or by law, or the acceptance of materials or services,
obligations imposed by this contract, or by law, will not be deemed a waiver of any right of
either party to insist upon the strict performance of the contract.
14. LICENSES AND PERMITS: Contractor will keep current Federal, State, and local licenses
and permits required for the operation of the business conducted by the Contractor as
applicable to this contract.
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15. COMMUNICATION IN ENGLISH: It is mandatory that the Contractor’s lead person
assigned to any City facility can speak, read, and write in English to effectively
communicate with City staff.
16. CONTRACTOR ASSIGNMENTS: The Contractor hereby agrees that any of its employees
who may be assigned to a City site to satisfy obligations under this contract shall be used
exclusively for that purpose during the hours when they are working in areas covered by
this contract and shall perform no work at other City facilities. If other services, in addition
to or separate from, the services specified herein, may be deemed necessary by the
Deputy Finance Director or Department Director or his authorized representative, the
Contractor may be requested to perform the additional or special service.
17. TRANSITION OF CONTRACT: Contractor will, without limitation, provide important
information to a successor Contractor and the City to ensure continuity of service at the
required level of proficiency and agrees to provide to the City all files, supplies, data,
records, and any other properties or materials of the City, which the City owns or has rights
to pursuant to this contract and which are in the possession of Contractor. The provisions
of this section will survive the expiration or termination of this contract.
18. BACKGROUND SCREENING:
Contractor agrees that all Contractor and subcontractors’ workers (collectively “Contract
Worker(s))” pursuant to this Agreement will be subject to background and security checks
and screening (collectively “Background Screening”) at Contractor’s sole cost and
expense, unless otherwise provided for in the scope of work. Contractor’s background
screening will comply with all applicable laws, rules and regulations. Contractor further
agrees that the background screening is necessary to preserve and protect the public
health, safety and welfare. The City requires a completed Contract Worker
Badge/Key/Intrusion Detection Responsibilities Agreement for each Contract Worker who
requires a badge or key.
18.1 Background Screening Risk Level: The City has established two levels of risk:
Standard and Maximum risk. If the scope of work changes, the City may amend
the level of risk, which could require the Contractor to incur additional contract
costs to obtain background screens or badges.
18.2 Terms of This Section Applicable to all Contractor’s Contracts and
Subcontracts: Contractor will include Contract Worker background screening in
all contracts and subcontracts for services furnished under this agreement.
18.3 Materiality of Background Screening Requirements; Indemnity: The
background screening requirements are material to City’s entry into this agreement
and any breach of these provisions will be deemed a material breach of this
contract. In addition to the indemnity provisions set forth in this agreement,
Contractor will defend, indemnify and hold harmless the City for all claims arising
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out of this background screening section including, but not limited to, the
disqualifications of a Contract Worker by Contractor. The background screening
requirements are the minimum requirements for the Agreement. The City in no
way warrants that these minimum requirements are sufficient to protect Contractor
from any liabilities that may arise out of the Contractor’s services under this
Agreement or Contractor’s failure to comply with this section. Therefore,
Contractor and its Contract Workers will take any reasonable, prudent and
necessary measures to preserve and protect public health, safety and welfare
when providing services under this Agreement.
18.4 Continuing Duty; Audit: Contractor’s obligations and requirements will continue
throughout the entire term of this Agreement. Contractor will maintain all records
and documents related to all background screenings and the City reserves the
right to audit Contractor’s records.
18.5 Contractor’s Default; Liquidated Damages; Reservation of Remedies for
Material Breach: If Contractor is required to access any City facilities without an
escort, City badging is required. Contractor’s default under this section will include,
but is not limited to, the following:
• Contract Worker gains access to a City facility(s) without the proper badge or key;
• Contract Worker uses a badge or key of another to gain access to a City facility;
• Contract Worker commences services under this agreement without the proper
badge, key or background screening;
• Contract Worker or Contractor submits false information or negligently submits
wrong information to the City to obtain a badge, key or applicable background
screening; or
• Contractor fails to collect and timely return Contract Worker’s badge or key upon
termination of Contract Worker’s employment, reassignment of Contract Worker to
another City facility or upon the expiration, cancellation or termination of this
Agreement.
• Contractor acknowledges and agrees that the access control, badge and key
requirements in this section are necessary to preserve and protect the public health,
safety and welfare. Accordingly, Contractor agrees to properly cure any default
under this section within three business days (excluding weekends and City
holidays) from the date notice of default is sent by the City. The parties agree that
Contractor’s failure to properly cure any default under this section will constitute a
breach of this section. In addition to any other remedy available to the City at law
or in equity, the Contractor will be liable for and pay to the City the sum of $1,000.00
for each breach by Contractor in this section. The parties further agree that the sum
fixed above is reasonable and approximates the actual or anticipated loss to the
City at the time and making of this agreement if Contractor breaches this section.
Further, the parties expressly acknowledge and agree to the fixed sum set forth
above because of the difficulty of proving the City’s actual damages if Contractor
breaches this section. The parties further agree that three breaches by Contractor
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in this section arising out of any default within a consecutive period of three months
or three breaches by Contractor in this section arising out of the same default within
a period of 12 consecutive months will constitute a material breach of this
agreement by Contractor and the City expressly reserves all of its rights, remedies
and interests under this agreement, at law and in equity including, but not limited
to, termination of this agreement.
19. BACKGROUND SCREENING – MAXIMUM RISK:
19.1
The current risk level and background screening required is MAXIMUM RISK.
19.2
Maximum Risk Level: A maximum risk background screening will be performed
every five years when the Contract Worker’s work assignment will:
• work directly with vulnerable adults or children, (under age 18); or
• any responsibility for the receipt of payment of City funds or control of inventories,
assets, or records that are at risk of misappropriation; or
• unescorted access to:
• City data centers, money rooms, high-valve equipment rooms; or
• unescorted access to private residences; or
• access to critical infrastructure sites/facilities; or
• direct or remote access to Criminal Justice Information Systems (CJIS)
infrastructure.
19.3 Requirements: The background screening for maximum risk level will include a
background check for real identity/legal name and will include felony and
misdemeanor records from any county in the United States, the State of Arizona,
plus any other jurisdiction where the Contractor worker has lived at any time in the
preceding seven years from the Contract Worker’s proposed date of hire. In
addition, Maximum screening levels may require additional checks as included
herein, depending on the scope of work, and may be amended if the scope of work
changes.
19.4 Contractor Certification; City Approval of Maximum Risk Background
Screening: Unless otherwise provided for in the Scope of Work, Contractor will be
responsible for:
• determining whether Contract Worker(s) are disqualified from performing work for
the City for maximum risk level background checks; and,
• submitting pass/fail results to the City for approval; and,
• reviewing the results of the background check every three to five years, dependent
on scope; and,
• to engage in whatever due diligence is necessary to make the decision on whether
to disqualify a Contract Worker; and,
• Submitting the list of qualified Contract Workers to the contracting department; and,
SECTION III – SPECIAL TERMS AND CONDITIONS
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• If, upon review of the background information, the City will advise the Contractor if
it believes a Contract Worker should be disqualified. The Contractor will evaluate
the Contract Worker and if the Contractor believes that there are extenuating
circumstances that suggest that the person should not be disqualified, the
Contractor will discuss those circumstances with the contracting department. The
contracting department decision on disqualification of a Contract Worker is final.
• For sole proprietors, the Contractor must comply with the background check for
himself and any business partners, or members or employees who will assist on
the contract and for whom the requirements of the Agreement apply.
• By executing this agreement, Contractor certifies and warrants that Contractor has
read the background screening requirements and criteria in this section, and that
all background screening information furnished to the City is accurate and current.
• The City final documented decision will be an “approve” or “deny” for identified
Contract Workers.
• The City will not keep records related to background checks once they are
confirmed. Information to verify the results will be returned to the Contractor, or any
contracted agency that assists with review, after the City’s completed review.
• By executing this agreement, Contractor further certifies and warrants that
Contractor has satisfied all such background screening requirements for the
maximum risk background screening, and verified legal worker status, as required.
• Contract Workers will not apply for the appropriate City of Phoenix identification and
access badge or keys until Contractor has received the City’s written acceptance
of Contract Worker’s maximum risk background screening. The City may, in its sole
discretion, accept or reject any or all the Contract Workers proposed by Contractor
for performing work under this Agreement. A Contract Worker rejected for work at
a maximum risk level under this agreement will not be proposed to perform work
under other city contracts or engagements without city’s prior written approval.
The background checks will be conducted prior to any employee entering to work and
will be based upon information provided to the Police Department including, but not
limited to: name, address, date and place of birth, social security number, INS number
if applicable, and a copy of a valid photo identification. The information will be provided
to the Finance Department at least five business days (excluding weekends and
holidays) in advance of the need for access. The form will be provided by Finance
Department. A designated Finance Department representative will conduct the security
check.
The City may, at any time, in its sole discretion, refuse to allow an employee access to
an area for any of the following reasons, but not limited to:
• Conviction of a felony.
• Conviction of a misdemeanor (not including traffic or parking violation).
• Any outstanding warrants (including traffic and parking violations).
• A person currently on parole or probation.
SECTION III – SPECIAL TERMS AND CONDITIONS
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• A person currently involved in an investigation.
22. CONFIDENTIALITY AND DATA SECURITY: All data, regardless of form, including
originals, images and reproductions, prepared by, obtained by, or transmitted to
Contractor in connection with this Agreement is confidential, proprietary information owned
by the City. Except as specifically provided in this Agreement, the Contractor shall not
disclose data generated in the performance of the service to any third person without the
prior written consent of the City Manager or his/her designee.
Personal identifying information, financial account information, protected health
information, or restricted City information, whether electronic format or hard copy, must be
secured and protected at all times to avoid unauthorized access. At a minimum,
Contractor must encrypt and/or password-protect electronic files. This includes data
saved to laptop computers, computerized devices, handheld devices, networking devices,
removable storage devices, or other electronic media, as well as data in transit, such as
during email or file transfer.
When personal identifying information, financial account information, protected health
information, or restricted City information, regardless of its format, is no longer necessary,
the information must be redacted or destroyed through appropriate and secure methods
that ensure the information cannot be viewed, accessed, or reconstructed. Contractor
must properly dispose of such information by taking reasonable measures to protect
against unauthorized access to or use of the information in connection with its disposal.
This includes implementing and monitoring compliance with policies and procedures that
require the redaction, destruction, erasure, or other disposal of paper documents and
electronic media containing personal identifying information, financial account information,
protected health information, or restricted City information so that these types of
information cannot practicably be read or reconstructed. Contractor will provide the City
with its information security policies and procedures regarding the redaction, destruction,
erasure, or other disposal of documents and information.
In the event that data collected or obtained by the Contractor in connection with this
Agreement is suspected to have been compromised, Contractor shall notify the
contracting City department immediately. Contractor agrees to reimburse the City for any
costs incurred by the City to investigate and respond to potential breaches of this data,
including, where applicable, the cost of notifying individuals who may be impacted by the
breach, attorneys’ fees, and for any monetary damages or penalties the City is assessed.
In case of a breach or critical breach of the City’s information, it will be the City, not the
Contractor that will inform any and all individuals affected by any such breach. Only upon
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prior written consent of the City, or at the specific direction of the City, will the Contractor
notify individuals affected by a breach or critical breach of the City’s information.
Contractor agrees that the City may assess or test the security of any applications, web
services, or computerized systems created or provided by the Contractor that process,
store, or transmit City information. If the City finds vulnerabilities that are rated medium or
more critical by the Common Vulnerability Scoring System (CVSS) in these applications,
web services, or computerized systems, the Contractor agrees to remediate the
vulnerability at no cost to the City and within an agreed-upon timeframe not to exceed 90
days. To clarify, the Contractor must remediate found vulnerabilities in computerized
systems they provide; Contractor is not liable for remediating any vulnerability found in
the City’s network or computing infrastructure used to support the applications, web
services, or systems created or provided by the Contractor.
Contractor agrees to abide by all current applicable legal and industry data security and
privacy requirements. These include, but are not limited to, Arizona Revised Statutes §44-
7501 — Notification of breach of security system; Arizona Revised Statutes §44-7601 —
Discarding and disposing of records containing personal identifying information; Health
Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy and Security Rules;
Health Information Technology for Economic and Clinical Health (HITECH) Act, and
Payment Card Industry Data Security Standards.
Contractor agrees to demonstrate that they have adequate controls and safeguards when
they host or process personal identifying information, financial account information,
protected health information, or restricted City information. This may be accomplished
through a third-party audit utilizing a widely recognized auditing standard, such as
Statement on Standards for Attestation Engagements (SSAE) No. 16, or through earning
industry certification, such as ISO/IEC 27001.
By signing and entering this Agreement the Contractor specifically acknowledges that it is
responsible for the security of cardholder data that Contractor possesses or otherwise
stores, processes or transmits on behalf of the City. Additionally, as a requirement of this
contract you must provide to the City a copy of your written Notice to customers that you
are responsible for the security of cardholder data that you obtain and otherwise store,
process or transmit.
Contractor agrees to comply with all City information security and technology policies,
standards, and procedures when accessing City networks and computerized systems
whether onsite or remotely.
Contractor agrees that the requirements of this Section shall be incorporated into all
subcontractor agreements entered into by the Contractor. It is further agreed that a
violation of this Section shall be deemed to cause irreparable harm that justifies injunctive
relief in court. A violation of this Section may result in immediate termination of this
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Agreement without notice. The obligations of Contractor under this Section shall survive
the termination of this Agreement.
23. SECURITY INQUIRIES: Contractor acknowledges that all of the employees that it
provides pursuant to this Contract shall, at Contractor’s expense, be subject to background
and security checks and screening at the request of the City. Contractor shall perform all
such security inquiries and shall make the results available to the City for all employees
considered for performing work (including supervision and oversight) under this Contract.
City may make further security inquiries. Whether or not further security inquiries are made
by the City, City may, at its sole, absolute and unfettered discretion, accept or reject any
or all of the employees proposed by the Contractor for performing work under this
Contract. Employees rejected by the City for performing services under this Contract may
still be engaged by Contractor for other work not involving the City. An employee rejected
for work under this Contract shall not be proposed to perform work under other City
contracts or engagements without the City’s prior approval.
The City, in its sole discretion, reserves the right, but not the obligation to:
• require an employee/prospective employee of the Contractor to provide
fingerprints and execute such other documentation as may be necessary to obtain
criminal justice information pursuant to A.R.S. 41-1750 (G) (4);
• act on newly acquired information whether or not such information should have
been previously discovered;
• unilaterally change its standards and criteria relative to the acceptability of
Contractor’s employees and/or prospective employees; and
• object, at any time and for any reason, to an employee of Contractor performing
work (including supervision and oversight) under this Agreement. Contractor will
bear the costs of all inquiries requested by the City.
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SECTION IV – INSURANCE AND INDEMNIFICATION
1. DEFENSE AND INDEMNIFICATION CLAUSE:
Consultant (“Indemnitor”) must defend, indemnify, and hold harmless the City of Phoenix and its
officers, officials (elected or appointed), agents, and employees (“Indemnitee”) from and against
any and all claims, actions, liabilities, damages, losses, or expenses (including but not limited to
court costs, attorney fees, expert fees, and costs of claim processing, investigation and litigation)
of any nature or kind whatsoever (“Losses”) caused, or alleged to be caused, in whole or in part,
by the wrongful, negligent or willful acts, or errors or omissions of Indemnitor or any of its owners,
officers, directors, members, managers, agents, employees or subcontractors (“Indemnitor’s
Agents”) arising out of or in connection with this Contract. This defense and indemnity obligation
includes holding Indemnitee harmless for any Losses or other amount arising out of or recovered
under any state’s Workers’ Compensation Law or arising out of the failure of Indemnitor or
Indemnitor’s Agents to conform to any federal, state or local law, statute, ordinance, rule,
regulation or court decree. Indemnitor’s duty to defend Indemnitee accrues immediately at the
time a claim is threatened or a claim is made against Indemnitee, whichever is first. Indemnitor’s
duty to defend exists regardless of whether Indemnitor is ultimately found liable. Indemnitor must
indemnify Indemnitee from and against any and all Losses, except where it is proven that those
Losses are solely as a result of Indemnitee’s own negligent or willful acts or omissions.
Indemnitor will be responsible for primary loss investigation, defense and judgment costs where
this indemnification applies. In consideration of the award of this Contract, Indemnitor agrees to
waive all rights of subrogation against Indemnitee for losses arising from or related to any work
performed by Indemnitor or Indemnitor’s Agents for the City of Phoenix. The obligations of
Indemnitor under this provision survive the termination or expiration of this Contract.
2. CONSULTANT’S INSURANCE:
Consultant and subconsultants must procure insurance against claims that may arise from or
relate to performance of the work hereunder by Consultant and its agents, representatives,
employees and subconsultants. Consultant and subconsultants must maintain that insurance
until all their obligations have been discharged, including any warranty periods under this
Contract.
The City in no way warrants that the limits stated in this section are sufficient to protect the
Consultant from liabilities that might arise out of the performance of the work under this
Contract by the Consultant, its agents, representatives, employees or subconsultants and
Consultant may purchase additional insurance as they determine necessary.
2.1. SCOPE AND LIMITS OF INSURANCE: Consultant must provide coverage with limits
of liability not less than those stated below. An excess liability policy or umbrella liability
policy may be used to meet the liability limits provided that (1) the coverage is written
on a “following form” basis, and (2) all terms under each line of coverage below are met.
SECTION IV– INSURANCE AND INDEMNIFICATION
CITY OF PHOENIX
Page 29
COOP 21-035 Legal Processing, Notary, and Related Services Rev. 12/2019
2.1.1. Commercial General Liability – Occurrence Form
General Aggregate
$2,000,000
Products – Completed Operations Aggregate
$1,000,000
Personal and Advertising Injury
$1,000,000
Each Occurrence
$1,000,000
• The policy must name the City of Phoenix as an additional insured with respect to
liability for bodily injury, property damage and personal and advertising injury with
respect to premises, ongoing operations, products and completed operations and
liability assumed under an insured contract arising out of the activities performed
by, or on behalf of the Consultant related to this Contract.
• There shall be no endorsement or modification which limits the scope of coverage
or the policy limits available to the City of Phoenix as an additional insured.
• City of Phoenix is an additional insured to the full limits of liability purchased by the
Consultant.
• The Consultant’s insurance coverage must be primary and non-contributory with
respect to any insurance or self-insurance carried by the City.
2.1.2. Automobile Liability
Bodily Injury and Property Damage coverage for any owned, hired, and non-
owned vehicles used in the performance of this Contract.
Combined Single Limit (CSL)
$1,000,000
• The policy must be endorsed to include the City of Phoenix as an additional insured
with respect to liability arising out of the activities performed by, or on behalf of the
Consultant, relating to this Contract.
• City of Phoenix is an additional insured to the full limits of liability purchased by the
Consultant.
• The Consultant’s insurance coverage must be primary and non-contributory with
respect to any insurance or self-insurance carried by the City.
2.1.3. Worker’s Compensation and Employers’ Liability
Workers’ Compensation
Statutory
Employers’ Liability:
Each Accident
$100,000
Disease – Each Employee
$100,000
Disease – Policy Limit
$500,000
SECTION IV– INSURANCE AND INDEMNIFICATION
CITY OF PHOENIX
Page 30
COOP 21-035 Legal Processing, Notary, and Related Services Rev. 12/2019
• Policy must contain a waiver of subrogation against the City of Phoenix.
• This requirement does not apply when a consultant or subcontractor is exempt
under A.R.S. §23-902(E), AND when such contractor or subcontractor executes
the appropriate sole proprietor waiver form.
2.1.4. Professional Liability (Errors and Omissions Liability)
Each Claim
$1,000,000
Annual Aggregate
$1,000,000
• The policy must cover liability arising from the failure to meet the professional
standards required or expected in the delivery of those services as defined in the
Scope of Services of this Contract.
• Consultant warrants that any retroactive date under the policy must precede the
effective date of this Contract; and that either continuous coverage will be
maintained, or an extended reporting period will be exercised for a period of two
(2) years beginning at the time work under this Contract is completed.
2.2. NOTICE OF CANCELLATION: For each insurance policy required by the insurance
provisions of this Contract, the Consultant must provide to the City, within 5 business
days of receipt, a notice if a policy is suspended, voided or cancelled for any reason.
Such notice must be mailed, emailed, or hand delivered to City of Phoenix Finance
Department, Procurement Division, ATTN: Tim Reed, 251 W. Washington Street,
Phoenix, AZ 85003; OR emailed to: tim.reed@phoenix.gov.
2.3. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers duly licensed
or authorized to do business in the state of Arizona and with an “A.M. Best” rating of not
less than B+ VI. The City in no way warrants that the required minimum insurer rating
is sufficient to protect the Consultant from potential insurer insolvency.
2.4. VERIFICATION OF COVERAGE: Consultant must furnish the City with certificates of
insurance (ACORD form or equivalent approved by the City) as required by this
Contract. The certificates for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf.
All certificates and any required endorsements are to be received and approved by the
City before work commences. Each insurance policy required by this Contract must be
in effect at or prior to commencement of work under this Contract and remain in effect
for the duration of the project. Failure to maintain the insurance policies as required by
this Contract or to provide evidence of renewal is a material breach of contract.
SECTION IV– INSURANCE AND INDEMNIFICATION
CITY OF PHOENIX
Page 31
COOP 21-035 Legal Processing, Notary, and Related Services Rev. 12/2019
All certificates required by this Contract must be sent directly to City of Phoenix
Finance Department, Procurement Division, ATTN: Tim Reed, 251 W. Washington
Street, Phoenix, AZ 85003; OR emailed to: tim.reed@phoenix.gov. The City
project/contract number and project description must be noted on the certificate of
insurance. The City reserves the right to review complete copies of all insurance policies
required by this Contract at any time. DO NOT SEND CERTIFICATES OF INSURANCE
TO THE CITY’S RISK MANAGEMENT DIVISION.
2.5. SUBCONSULTANTS: Consultant’s certificates shall include all subconsultants as
additional insureds under its policies OR Consultant shall be responsible for ensuring
and verifying that all subconsultants have valid and collectable insurance. At any time
throughout the life of the contract, the City of Phoenix reserves the right to require proof
from the Consultant that its subconsultants have insurance coverage. All
subconsultants providing services included under this Contract’s Scope of Services are
subject to the insurance coverages identified above and must include the City of
Phoenix as an additional insured. In certain circumstances, the Consultant may, on
behalf of its subconsultants, waive a specific type of coverage or limit of liability where
appropriate to the type of work being performed under the subcontract. Consultant
assumes liability for all subconsultants with respect to this Contract.
2.6. APPROVAL: Any modification or variation from the insurance coverages and conditions
in this Contract must be documented by an executed contract amendment.
SECTION V– SCOPE OF WORK
CITY OF PHOENIX
Page 32
COOP 21-035 Legal Processing, Notary, and Related Services Rev. 12/2019
SECTION V – SCOPE
See Original Solicitation attached as Exhibit A and incorporated into this Agreement.
SECTION VI – PRICE SCHEDULE
CITY OF PHOENIX
Page 33
COOP 21-035 Legal Processing, Notary, and Related Services Rev. 12/2019
SECTION VI – PRICE SCHEDULE
See Price Schedule attached as Exhibit B and incorporated into this Agreement.
SECTION VII - SUBMITTALS/APPROVALS
CITY OF PHOENIX
Page 34
COOP 21-035 Legal Processing, Notary, and Related Services Rev. 12/2019
SECTION VII – SUBMITTALS/APPROVALS
Payment Terms & Options: Choose an option, if a box is not checked, the City will default
to 0% - net 45 days:
Contractor offers a prompt payment discount of either _______% - 30 days or 0% – 45
days - to apply after receipt of invoice or final acceptance of the products (invoice
approval), whichever date is later, starts the 30 days. If no prompt payment discount is
offered, the default is 0%, net 45 days; effective after receipt of invoice or final acceptance
of the products, whichever is later. Payment terms offering a discount will not be
considered in the price evaluation of your offer.
Contractor may be paid immediately upon invoice approval, if enrollment is made to the
Single Use Account (SUA) Program, administered by the City’s servicing bank (“Bank”).
By checking this box, the vendor accepts transaction costs charged by their merchant
bank and agrees not to transfer to the City those extra charges. The City will not pay an
increase in our services for the SUA charges; if an audit uncovers an upcharge for the
SUA charges the vendor will owe the City all costs. The vendor may opt-out of the SUA
program once, but then may not rejoin during the same contract term.
Contractor Information: Complete the following:
Company Name
Mailing Address
City, State, Zip Code
Contact Person
Telephone No.
E-Mail Address
Arizona Sales Tax No.
City of Phoenix Sales
Tax No.
Arizona Corporation
Commission File No.
City’s Vendor
Registration ID No.
SECTION VII - SUBMITTALS/APPROVALS
CITY OF PHOENIX
Page 35
COOP 21-035 Legal Processing, Notary, and Related Services
Rev. 12/2019
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and
year set forth above.
“City”
“Contractor”
City of Phoenix,
NATIONWIDE LEGAL SERVICES, LLC
an Arizona Municipal corporation
an Arizona Corporation
Ed Zuercher, City Manager
By:
By:
TJ Martin, Deputy Finance Director
Name:
Title:
Attest:
___________________________________
City Clerk
___
Effective Date
APPROVED AS TO FORM,
Cris Meyer, City Attorney
By: ____________________________________
Deryck Lavelle
Assistant Chief Counsel
Hooman Davoodi
Owner/CEO
EXHIBIT A
CITY OF PHOENIX
Page 36
COOP 21-035 Legal Processing, Notary, and Related Services Rev. 12/2019
The Following pages is the Contract No: CTR050851
Between the State of Arizona and Nationwide Legal Services, LLC
(Remainder of page left blank)
Request for Proposal
Solicitation No. BP002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 6.0 (28-JAN-2020)
Table of Contents
Page 1 of 44 2
A v a i l a b l e o n l i n e a t A P P . A Z . g o v
Part 2: Scope, Pricing and Terms and Conditions
Table of Contents
SECTION 2-A: Scope of Work ........................................................................................................................ 2
SECTION 2-B: Pricing Document ................................................................................................................. 10
SECTION 2-C: Special Terms and Conditions ............................................................................................... 14
SECTION 2-D: Uniform Terms and Conditions ........................................................................................... 37
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 6.0 (28-JAN -2020)
SECTION 2-A: Scope of Work
Page 2 of 44 2
A v a i l a b l e o n l i n e a t A P P . A Z . g o v
SECTION 2-A: Scope of Work
1.0
Introduction
The Arizona Department of Administration, State Procurement Office (The State) is seeking offers
for Legal Processing, Notary Services and Related Services in order to establish multiple statewide
contract(s) necessary to support all State Agencies, Boards and Commissions and participating
Cooperative Members in legal document processing included but not limited to, legal service of
process, messenger, notary and related services. (Collectively hereinafter referred to as State,
Agency or Eligible Agencies). The Special Terms and Conditions provide a more detailed definition
of Eligible Agencies. A list of all State Agencies and Cooperative Members may be found on the
State Procurement Office’s Website. The State intends to award one or more contracts to
qualified contractors in accordance with the terms, conditions and provisions set forth herein.
This document constitutes a Request for Proposal (RFP) from qualified individuals, firms or
organizations to provide various services as described herein. Successful contractors must be
prepared to provide legal processing, notary services and related services Statewide and
nationwide if required, in accordance with the requirements contained in this solicitation. Various
federal, state, and local laws recommend or mandate that personnel be adequately trained and
experienced in a variety of areas to fulfill the needs of multiple Eligible Agencies. The purpose of
this solicitation is to conduct a competitive process, in accordance with Arizona Revised Statutes
(ARS) 41-2501 et seq.
Purpose and Background
1.1
Background: The State provides a broad range of services to the community
including but not limited to serving legal documents, same day courier services
and timely transport of documents including but not limited to E-filing and E-
recording. The State has a large variety of agencies requiring services provided to
be confidential, on-time as specified, well documented and professionally
delivered in accordance with the assignment and instructions of the requesting
Eligible Agency.
1.2
Purpose and Objective: The State of Arizona is seeking qualified vendors who offer
professional legal processing of documents and related services for specified
tasks. The objective of this RFP is to award a contract to a pool of vendors who are
licensed and certified to deliver services as specified in the Statement of Work
that is in the best interest of Eligible Agencies. Successful Contractors shall be
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 6.0 (28-JAN-2020)
SECTION 2-A: Scope of Work
Page 3 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
qualified and have the capacity to provide services Statewide and out of State, as
stated herein.
2.0
Scope Summary for Legal Processing Services
Services under the Scope of Work require the Contractor to deliver or “serve” legal documents to
a defendant or person involved in a court case. After serving any legal documents, process
servers have to deliver actual evidence that the legal papers were served. The verification that is
offered is referred to as an affidavit of service or proof of service, which must be notarized and
given to the individual or person who required the papers to be served. Process servers must be
licensed and certified to serve papers in the correct and legal manner prescribed by the State of
Arizona laws and rules and the directions of the agency ordering the services.
3.0
Scope of Services
3.1
Contractor at a minimum shall:
3.1.1
Furnish qualified and trained personnel who are necessary for the
successful and timely performance of all tasks set forth;
3.1.2
Process all documents properly completed by the Eligible Agency with
the necessary instructions for serving the documents and reference the
ATLAS or case number for tracking purposes;
3.1.3
Provide process services including but not limited to service of process,
courier service, filing court documents, location and skip tracing;
3.1.4
Ensure an affidavit of service will be provided to the eligible agency and
filed with the court in a timely manner.
3.1.5
At the option of the Eligible Agency, the completed proof of service form
may be sent to the Eligible Agency via electronic mail;
3.1.6
Ensure Service of Process is performed in accordance with laws of the
State of Arizona or applicable State;
3.1.7
Attempt service of process up to three (3) times, at various days and
times within a timeline of 10 days between the first attempt and the last
attempt.
3.1.8
Have the ability to provide services throughout the State of Arizona and
nationwide as necessary; and
3.1.9
Provide dedicated customer service representative(s) as requested by
Eligible Agencies, all necessary technical resources (ie, electronic tracking
systems), support services and management of these resources.
3.2
Location Procedure
3.2.1
At a minimum, if the Contractor determines that service cannot be
obtained at the address provided by the Eligible Agency, the Contractor
shall perform basic location or “Field Locate” including at a minimum,
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 6.0 (28-JAN-2020)
SECTION 2-A: Scope of Work
Page 4 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
checking local directories, reverse directories, 411 calls, internet searches
and neighbors at the address provided.
3.2.2
All useful information pertaining to the search and discovered by service
attempts in relocating the party, shall be forwarded in full description to
the Eligible Agency.
3.3
Out of State Service and Indian Reservations
3.3.1
In the event Service of Process is required outside the State of Arizona or
on an Indian Reservation, the Contractor shall provide service forwarding.
3.3.2
This service must be provided by an approved processor in the State or
reservation in which service is being provided. All rules and laws of the
State or Reservation must be adhered to.
3.3.3
The Contractor shall be responsible for the processor’s performance
including required documentation.
3.3.4
No out of state service of process will be authorized for an amount
exceeding $250.00 without written approval from the Eligible Agency.
3.4
Multiple Service
3.4.1
The Contractor agrees to provide one applicable fee or discounts for
multiple parties served at the same address.
3.4.2
Mileage shall be charged one way only for service attempts made or
attempted at the same time and place, regardless of the number of
parties or the number of papers served or attempted, only one charge for
travel fees shall be made for such service or attempted service.
3.4.3
All requests for payment for both successful and unsuccessful service
must include:
a.
Successful Service – Affidavit of Services and proper filing with the court
b.
Unsuccessful Service – Affidavit (or report) of non-service.
3.5
Court/Tribunal Filing Service
3.5.1
The Contractor shall file documents with the courts, County Recorder or
Administrative Tribunal.
3.5.2
Proof of filing (conformed copy) shall be furnished to the Eligible Agency
within twenty-four (24) hours of the filing date.
3.5.3
In the event filing is done on a Friday or a day before a holiday, proof of
filing shall be provided on the next work day.
3.5.4
Filing service shall be rendered on a “same day” basis with conformed
copies of filing delivered to the appropriate judicial or hearing official,
when deemed necessary, and instructions specified by the Eligible
Agency.
3.6
Courier Delivery Services
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 6.0 (28-JAN-2020)
SECTION 2-A: Scope of Work
Page 5 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
3.6.1
The Contractor shall provide for messenger service for legal document(s)
which may require delivery to every State or Federal administrative
agency, private law firm and courts within the State.
3.6.2
This service for routine matters shall be rendered within 48 hours.
3.6.3
The service for emergency matters shall be rendered on a “same day”
basis (24 hours) if specified by the Eligible Agency.
3.6.4
The Contractor shall provide courier service for legal document(s) which
may require delivery to State or Federal agencies, private law firm and
courts within the State. This service for routine matters shall be rendered
within 48 hours. The service for “same day” matters shall be rendered on
the same business day per instructions from the Eligible Agency.
3.7
Other Services
The Contractor shall provide other services to assist the Eligible Agency which shall include, at a
minimum, the following requirements:
3.7.1
Court Document Searches – A search for documents as specified by the Eligible
Agency;
3.7.2
Statistical Reports – The Contractor shall serve process as specified by the
Eligible Agency and provide statistical reports to include (at a minimum):
a. Monthly number of cases with successful and unsuccessful service of
process and specific reasons for unsuccessful service attempts.
b. Such reports shall be submitted to the designated office/manager with any
relevant information as requested by the Eligible Agency.
c.
The timing and formatting of such documents shall be worked out
between the Contractor and Eligible Agency as a provision of services.
d. The Eligible Agencies shall have the right to audit the information as
required.
3.7.3
E-Filing – The Contractor shall file documents with the courts, County Recorder
or Administrative Tribunal in accordance with Arizona and Arizona County Laws
and Rules. Upfront costs for the service shall be borne by the Contractor and
the Contractor shall invoice for the cost of the service plus a firm fixed handling
fee. Proof of filing (conformed copy) shall be furnished to the Ordering Agency
within twenty-four (24) hours of the filing date. In the event filing is done on a
Friday or a day before a holiday, proof of filing shall be provided on the next
work day. Filing service shall be rendered on a “same day” basis with
conformed copies of filing delivered to the appropriate judicial or hearing
official, or other instructions provided by the Ordering Agency.
3.7.4
E-Recording - The Contractor shall provide service to e-record documents with
any Arizona County, either directly with the County or through a third party
service as directed by the County. Upfront costs for the service shall be borne
by the Contractor and the Contractor shall invoice for the cost of the service
plus a firm fixed handling fee. Proof of the recording shall be furnished to the
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 6.0 (28-JAN-2020)
SECTION 2-A: Scope of Work
Page 6 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
Eligible Agency within twenty-four (24) hours of the recording date. In the
event filing is done on a Friday or a day before a holiday, proof of recording
shall be provided on the next work day. Recording service shall be rendered on
a “same day” basis or as specified by the Ordering Agency.
3.7.5
Subpoena Services – Contractor shall provide process services as stipulated by
the Court or other Eligible Agency requesting the services.
3.8
Additional Services – Services may also include, but are not limited to, E-notary, remote
notary, material witness warrants, judicial summons, writs of garnishment, notices of
deposition or debtor’s exam, complaints or other documents as required. Any additional
services pricing must be approved by the Eligible Agency prior to commencement of
service. As future needs arise the Eligible agency may request other services not listed
herein, such services must fall within the contractor’s capabilities and under the
umbrella of the services being provided. Any additions to service requirements shall be
performed by a Contract Amendment by the Procurement Officer of Record.
4.0
Contractor Performance Levels
4.1
Contractor must respond to an Eligible Agency’s urgent inquiries regarding the status of
a specific service of process request within one (1) hours the status request.
4.2
Requests made within one (1) hour of office closing shall be responded to within the
first hour of work the next business day.
4.3
Routine requests for status shall be answered in 24 hours.
4.4
Procurement at Eligible Agencies shall be allowed to audit and/or approve details of
requested services, associated documentation and other information.
4.5
Timeline of courier services and filing shall be defined as:
o
SAME DAY – picked-up and delivered same business day per instructions.
o
SPECIAL – picked-up outside of scheduled daily run.
o
ROUTINE – Documents picked-up and delivered on regular run.
4.6
Timeline of service of process shall be defined as:
o
SAME DAY – picked-up and service attempted same business day per instructions
o
SPECIAL – picked-up outside of scheduled daily run and service attempted per
instructions.
o
ROUTINE - first attempt within 72 Hours (3 business days) of the order date
issued by the Agency.
4.7
Successful Service of Process
4.7.1
This requires timely, legally sufficient delivery of a party’s pleadings or other
legal documents, a tribunal’s orders, subpoenas and any other legal documents
upon the person to be served, in accordance with the applicable rules of civil,
family and criminal procedure, other court or administrative rules and relevant
statutes.
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 6.0 (28-JAN-2020)
SECTION 2-A: Scope of Work
Page 7 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
4.7.2
Pursuant to A.R.S. 12−1631 et. seq. Judgment Debtor Exam/Supplemental
proceedings require personal service on debtor or corporate officer named.
4.7.3
Substitute service is not allowed.
4.7.4
For Title IV−D matters, all Orders to Appear/Orders to Show Cause and related
documents in an enforcement matter must be served personally and not by
substituted service.
4.7.5
Service on a partnership, corporation, other entity or minor shall be as
prescribed in the rules of civil and family law procedure.
4.7.6
In other Title IV−D matters, personal or substituted service is acceptable.
4.8
Orders to Appear:
4.8.1
All Orders to Appear/Orders to Show Cause or notice of hearing and subpoenas
requiring an appearance in court in shall be considered timely only if service is
accomplished no later than ten (10) calendar days prior to the hearing date.
4.8.2
Paternity summons/complaints in Title IV-D cases must be served within one
hundred twenty (120) days of the filing date to be considered timely.
4.9
Service Personnel – Individuals to provide Service requirements:
4.9.1
Not parties to the case in which the petitions, subpoenas, material witness
warrant, judicial summons, writs of garnishment and execution, notice of
deposition or debtor’s exam, complaints, or other documents are being served;
4.9.2
At least 18 years of age;
4.9.3
Shall pass background checks and finger printing as required;
4.9.4
Available to testify at trial or hearing as to the Proof of Service of documents
being served, if required.
4.9.5
Must be certified as required by the Contractor for Legal Processing Services
and applicable laws.
5.0
Electronic Tracking Service
5.1
At a minimum, the contractor shall have the capability to track or trace all ordered
services so Eligible Agencies can check status of any transaction on its website or by
contacting the Contractor upon demand for information.
5.2
A barcoded tracking system or equivalent shall be in place to provide immediate status
of legal processing services.
5.3
In the event of a system failure, the Eligible Agency shall be notified immediately and a
remedy solution is to be provided by the Contractor.
5.4
The Contractor shall provide no charge training for State Personnel and Co-operative
Members on electronic systems for entering trackable orders, inquiring on status of
services and conclusion or confirmation of completed services.
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 6.0 (28-JAN-2020)
SECTION 2-A: Scope of Work
Page 8 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
5.5
This information must be obtainable by internet or telephone service with staff
designated to the State of Arizona business.
6.0
Resolution Process
6.1
The Contractor shall provide a performance issue resolution process to resolve and
rectify problems with missed deliveries, improperly delivered documents and all other
service failures which may occur.
6.2
The resolution process must identify prevention of service failures, corrective action
procedures and expected results in writing and delivered to the Procurement Officer
upon request.
6.3
SPO shall track the level of performance complaints and if multiple Vendor Performance
Reports are received, a meeting shall be scheduled to discuss and assess performance
levels, corrective action and disciplinary action as needed.
7.0
Confidentiality
7.1
The Contractor agrees to keep the information related to a services performed in strict
confidence except as authorized or required by this agreement or the law.
7.2
The Contractor agrees not to publish, reproduce, or otherwise divulge such information,
in whole or in part, to any party not authorized by the Eligible Agency.
7.3
Further, the Contractor agrees to immediately inform the Eligible Agency, in writing, if it
is determined or has reason to suspect, a breach of these confidentiality requirements.
7.4
The Contractor shall observe and abide by all applicable State and Federal statues, rules
and regulations regarding the use or disclosure of information including, but not limited
to, information concerning applicants for and recipients of contract services.
7.5
To the extent permitted by law, the Contractor shall release information to the
contracting agency and the Attorney General’s Office as required by the terms of this
contract, by law or upon their request.
7.6
Contractor must be familiar with HIPAA regulations and sign the Business Associate
Agreement which is part of this solicitation.
8.0
Hardware/Software Requirements
8.1
Contractor is responsible for obtaining and maintaining the hardware and software
required to fully perform the requirements as outlined under this Scope of Work.
8.2
Contractor is responsible for ensuring all security patches, upgrades, and anti-virus
updates are applied as appropriate to secure data that may be used, transmitted, or
stored on such systems in the performance of this contract in addition to following the
required data and information handling requirements. (See section 13.0 of the Special
Terms and Conditions).
8.3
Contractor’s hardware/software must be compatible with commercial systems and web
access/browsers to provide the State with accessibility to upload and/or review files.
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 6.0 (28-JAN-2020)
SECTION 2-A: Scope of Work
Page 9 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
9.0
Progress Reports
9.1
Contractor shall submit written progress completion report(s), including but not limited
to a description of work performed, accomplishments based on deliverables, problem
identification and resolution.
9.2
The Eligible Agencies shall have the final approval of report content, frequency of
reporting, and report submission deadlines.
SECTION 2-A SUPPLEMENTS:
(Offeror to insert as required and list here or type “None” on first line)
Title
Document Date
No. of
pages
Purpose in Offer
1.
Enter or type “None”
2.
Enter or delete row if not needed
3.
Enter or delete row if not needed
4.
Enter or delete row if not needed
5.
Enter or delete row if not needed
6.
Enter or delete row if not needed
7.
Enter or delete row if not needed
The following Exhibit applies to the Scope of Work:
SECTION 2-A_EXHIBIT I – _____________________
End of Section 2-A
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 6.0 (28-JAN-2020)
SECTION 2-B: Pricing Document
Page 10 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
SECTION 2-B: Pricing Document
1.0 Compensation
1.1
COMPENSATION METHOD
Contractor will be compensated based on the final detailed written quote approved by the Customer. Pricing
shall not exceed the agreed rates indicated on the Pricing Document.
1.1.1
Payment will be rendered for services successfully completed in a timely manner, as instructed and to
the satisfaction of the ordering Agency.
1.1.2
Payment for services not rendered to the instructions of the ordering agency shall be reduced based on
the circumstances of the failed services, up to and including non-payment.
1.1.3
Contractor shall provide service credit when Contractor errors cause a case dismissal, hearing
continuances or other service disruption(s) up to and including cost recovery.
2.0 Pricing
2.1
CONTRACTOR’S BEST PRICING. Supplier warrants that, for the term of the Contract, the prices and discounts set
out in the line items (F) tab in APP, including any subsequent agreed amendment to it (the “Contract Pricing”),
will be equal to or better than the lowest prices and largest discounts, both separately and in combination, at
which Contractor sells equivalent services, items of equipment and materials.
2.1.1
That price-plus-discount equivalence (“Contractor’s Best Pricing”) is intended to be irrespective of
whether or not those other sales have special purchase terms, conditions, rebates or allowances.
2.1.2
If Contractor’s Best Pricing for equivalent services, items of equipment and materials is better than the
Contract Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor’s Best
Pricing for all sales related to the Contractor made after the date when the Contractor’s Best Pricing
was first better than the Contract Pricing.
2.1.3
For clarification of intent, that date is intended to be the date when the difference first occurred,
which might have been before the difference was first identified. If it was before, then Supplier agrees
to charge at less than the Contract Pricing until the extended difference that would have been realized
(i.e., if the Contractor’s Best Pricing had been applied when it should have been) has been settled.
2.2
PRICING-ALL-INCLUSIVE:
2.2.1
Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the Scope of Work
and all aspects of Contractor’s offer as accepted by State. Details of service not explicitly stated in the
Scope of Work or in Contractor’s Offer, but necessarily a part of, are deemed to be understood by
Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs
and profit and any other costs toward the accomplishment of the requirements in the Contract are
included in the pricing provided.
2.3
PRICE INCREASES:
2.3.1
The State may review a fully documented request for a price increase. The requested increase shall be
in writing and be based upon a cost increase to the contractor that was clearly unpredictable at the
time of the offer and is directly correlated to the price of the product concerned. Contractor must
provide conclusive evidence of a need for any price increases such as being substantiated by the
Producer Price Index, Consumer Price Index, or similar pricing guide.
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 6.0 (28-JAN-2020)
SECTION 2-B: Pricing Document
Page 11 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
(a) Initial Contract prices will be honored for one year after award of Contract.
(b) All written requests for price adjustments made by the contractor shall be initiated thirty (30)
days in advance of any desired price increase to allow State sufficient time to make a fair and
equitable determination to any such requests. This may be waived upon proper documentation
demonstrating the urgency of the request.
(c) All price adjustments will be implemented by a formal contract amendment. State shall determine
whether the requested price increase or an alternate option is in the best interest of State.
2.4
PRICE REDUCTIONS:
2.4.1
Price reductions shall be immediately passed along to State and may be submitted in writing to State
for consideration at any time during the Contract period. The contractor shall offer State a price
reduction on the Contract product(s) concurrent with a published price reduction made to other
customers. State at its own discretion may accept a price reduction. The price reduction request shall
be in writing and include documentation showing the actual reduction of cost. Sales promotions
requests shall include difference in pricing, begin, and end date of promotion along with the products
covered.
2.5
ADDITIONAL CHARGES:
2.5.1
Any charges or fees not delineated in the Contract may not be added, billed, or invoiced under the
Contract.
2.6
TRAVEL.
2.6.1
Contractor’s personnel shall provide their own transportation to and from the location of service.
2.6.2
Contractor shall get written approval prior to provide services requiring overnight accommodations
under the Contract in which reimbursement of expenses will be requested; The eligible agency will
reimburse the Contractor in accordance with the current rates and provisions specified in the Rules
and Regulations applicable to State employee’s travel. The Contractor shall itemize and invoice all per
diem and lodging charges. The State’s travel policy may be located at http://www.gao.az.gov/.
2.6.3
Contractor shall get written approval for eligible travel costs allowable on each assignment where the
assignment location is greater than 50 miles from the personnel’s primary place of business or last
work assignment prior to the performance of services.
2.6.4
The Eligible Entity / Customer shall reject any claim for travel reimbursement without prior written
approval.
3.0 Funding
No particular funding considerations apart from paragraph 4.4 [Availability of Funds for the Next State fiscal year] and
4.5 [Availability of Funds for the current State fiscal year] of the Uniform Terms and Conditions have been identified as
of the Solicitation date.
4.0 Invoicing
4.1
INVOICES GO TO BUYING ENTITY. Contractor shall submit all billing notices or invoices to the ordering Eligible
Entity/Customer (e.g. Eligible Agency or Co-Op Buyer) at the address indicated on the applicable Order
document or by utilizing the Buying Entity’s purchasing tool/process.
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 6.0 (28-JAN-2020)
SECTION 2-B: Pricing Document
Page 12 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
4.2
Contractor’s requests for payment for Service of Process shall include an itemized statement of cost per service.
Cost per service shall include travel and other applicable charges.
4.3
MINIMUM INVOICE REQUIREMENTS. Every invoice must include the following information:
Item
Required
Bill-to name and address
˜
Contractor name and contact information
˜
Remit-to address
˜
State contract number
˜
Order number (typically the The State’s e-Procurement System PO #)
˜
Invoice number and date
˜
Date the items shipped or services performed
˜
Applicable payment terms
˜
Contract line item number
˜
Contract line item description
˜
Quantity delivered or performed
˜
Line item unit of measure
˜
Item price
˜
Extended pricing
˜
Discount off list or catalog
˜
Taxes (as a separate invoice line item)
˜
Upcharge shipping/freight, etc. (as a separate invoice line item)
Materials only
Total invoice amount due
˜
4.4
NO INVOICE WITHOUT AUTHORIZATION. Contractor shall not seek payment for any:
1.
Materials or Services that have not been authorized on an acknowledged Order;
2.
Expediting, overtime, premiums, or upcharges absent State’s express prior approval; or
3.
Materials or Services that are the subject of a Contract Amendment that has not been fully signed.
4.5
PRE-INVOICE REVIEW. Shortly before Contractor is scheduled to submit each invoice, the parties’
representatives shall meet informally to review any issues relevant to that upcoming invoice so that the formal
invoice process is thereby facilitated and made more efficient.
4.6
SUBMITTING INVOICES. Contractor shall submit an invoice to the ordering Eligible Agency or Co-Op Buyer using
the form and/or process provided or required by the ordering Eligible Entity/Customer (Eligible Agency or Co-
Op Buyer). Every invoice must be signed by Contractor’s authorized representative and accompanied by all
supporting information and documentation required by the Contract and applicable laws.
4.7
DEFECTIVE INVOICES. Without prejudice to its other rights under the Contract or further obligation to
Contractor, the ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer) may, at its discretion, reject
any materially defective invoice.
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 6.0 (28-JAN-2020)
SECTION 2-B: Pricing Document
Page 13 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
4.7.1
The ordering Authorize Entity/Customer (Eligible Agency or Co-Op Buyer) shall notify Contractor within
5 (five) business days after receipt if it determines an invoice to be materially defective.
4.7.2
Invoices will be deemed automatically rejected upon delivery if they:
(a)
are sent to an incorrect address;
(b)
do not reference the correct State contract number; or
(c)
are payable to any Person other than the Contractor.
4.7.3
The ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer) will have no obligation to pay
against a defective invoice unless and until Contractor has re-submitted it free of defects.
5.0 Payments
5.1
PAYMENT. The applicable Eligible Agency or Co-Op Buyer shall pay undisputed amounts due to Contractor
within the time period specified in Section 4.0 Costs and Payments of the Uniform Terms and Conditions
5.2
JOINT CHECKS OR DIRECT PAY. applicable Eligible Agency or Co-Op Buyer may, but is under no obligation to, pay
by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s
requested payment is owed.
5.3
RECOVERY OF OVER-PAYMENT. If applicable Eligible Agency or Co-Op Buyer determines that an over-payment
has been made to Contractor on any prior invoice, it shall inform Contractor of the amount and date of the
over-payment and may deduct the over-paid amount from amounts then or thereafter due to Contractor.
5.4
PAYMENTS TO SUBCONTRACTORS. Contractor shall make payment of all undisputed amounts due to
Subcontractors within thirty (30) days of receipt of funds from applicable Eligible Agency or Co-Op Buyer
applicable to their services.
5.5
PURCHASING CARD. Applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all Orders using a
purchasing card. Any and all fees related to payment using a Purchasing Card are the responsibility of
Contractor. Unless otherwise stated in the Contract there will be no additional fees or increase in prices
associated with this method of payment.
5.6
AUTOMATED CLEARING HOUSE. Applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all
Orders through an Automated Clearing House (ACH). In order to receive payments in this manner from Eligible
Agencies, Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days
after the effective date of the Contract. The form is available online at:
https://gao.az.gov/afis/vendor-information
6.0 Exhibits to the Pricing Document
¢
End of Section 2-B
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 14 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
SECTION 2-C: Special Terms and Conditions
The Special Terms and Conditions modify the Uniform Terms and Conditions and its Appendices. It can modify them by replacing,
deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other
document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and
incorporated by Contract Amendment.
1.0 Definition of Terms
As used in the Contract, the terms listed below are defined as follows:
1.1
Acceptance
“Acceptance” means the document headed “Offer and Acceptance Form” bearing the State
contract number once Procurement Officer has signed it to signify (1) State’s formal acceptance of
the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not
to be confused with the term “acceptance” used throughout the Contract in the context of
delivery, inspection, etc., with respect to Materials or Services.
1.2
Accepted Offer
If State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.
If State did request a Revised Offer but not a Best and Final Offer, then “Accepted Offer” means
the latest Revised Offer.
If State requested a Best and Final Offer, then “Accepted Offer” means the Best and Final Offer.
1.3
Arizona Procurement
Code;
A.R.S.; A.A.C.
“Arizona Procurement Code, “A.R.S.,” and “A.A.C.” are each defined in the Instructions to Offerors.
1.4
Arizona TPT
“Arizona TPT” means Arizona Transaction Privilege Tax. For information, refer to the Arizona
Department of Revenue (DOR) website at:
https://www.azdor.gov/business/transactionprivilegetax.aspx.
1.5
Attachment
“Attachment” means any item that:
1.
the Solicitation required Offeror to submit as part of the relevant Offer
(e.g., Initial Offer, Revised Offer, or BAFO);
2.
was attached to an Offer when submitted; and
3.
was included in the Accepted Offer.
1.6
Pricing
Document
“Pricing Document” means Section 2-B of Part 2 of the Solicitation Documents, provided that, if
there is no such Section in the Contract, then “Pricing Document” is to be construed as referring to
whatever item in the Contract contains the contracted pricing and payment provisions.
1.7
Contract
Amendment
"Contract Amendment" means a document signed by Procurement Officer that has been issued
for the purpose of making changes to the Contract after execution.
1.8
Contract Terms
and Conditions
“Contract Terms and Conditions” means the Special Terms and Conditions and these Uniform
Terms and Conditions taken collectively.
1.9
Contractor
“Contractor” means the Person identified on the Accepted Offer who has entered into the
Contract with State.
1.10
Contractor Indemnitor
“Contractor Indemnitor” means Contractor or any of its owners, officers, directors, agents,
employees, or Subcontractors.
1.11
Co-Op Buyer
“Co-Op Buyer” means a member of the State Purchasing Cooperative that has entered into a
“Cooperative Purchasing Agreement” with the Arizona Department of Administration State
Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative Purchasing
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 15 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op
Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing “eligible procurement
unit” under A.A.C. R2-7-101(23).
NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political
subdivisions, including cities, counties, school districts, and special districts. Membership is also
available to non-profit organizations, other state governments, the federal government and tribal
nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any
nonprofit corporation as designated by the IRS under section 501(c)(3) through 501(c)(6) of the tax
code.
1.12
Eligible Agency
If the Special Terms and Conditions indicates that the Contract is a “single-agency” contract, then
“Eligible Agency” means the particular State of Arizona agency, university, commission, or board
identified therein. If the Special Terms and Conditions indicates that the Contract is a “statewide”
contract, then “Eligible Agency” means any State of Arizona department, agency, university,
commission, or board.
1.13
Indemnified Basic
Claims
“Indemnified Basic Claims” means any and all claims, actions, liabilities, damages, losses, or
expenses, including court costs, attorneys’ fees, and costs of claim processing, investigation and
litigation, for bodily injury or personal injury, including death, or loss or damage to any real or
tangible or intangible personal property, collectively. See paragraph 6.3.
1.14
Instructions to Offerors
“Instructions to Offerors” is Section 3-a of Part 3 of the Solicitation Documents.
1.15
Order
“Order” means the instrument by which State authorizes Contractor to perform some or all of the
Work. Whether the Contract will have one Order or many Orders depends the scope of the
Contract and how State will use it. The Special Terms and Conditions provide that information. Any
of the following is to be construed as being an “Order”:
1.
“Release” or “Release Purchase Order” in The State’s e-Procurement System;
2.
“task order”, “service order,” or “job order” when a Release Purchase Order for Services
has already been committed in The State’s e-Procurement System;
3.
“purchase order” for buying by Co-Op Buyers, if co-op buying applies; or
4.
Contractor’s order/tracking system, which must allow for special instructions and tracking
of order’s progress at no additional cost to the Eligible Agencies.
1.16
The State’s e-
Procurement System
“The State’s e-Procurement System” means State’s official electronic procurement system,
established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of Administration
State Procurement Office policy document Technical Bulletin No. 020, The State’s e-Procurement
System – The Official State eProcurement System.
NOTE (1): Technical Bulletin No. 020 is available online at:
https://spo.az.gov/administration-policy/state-procurement-resource/procurement-regulations
1.17
State
With respect to the Contract generally, “State” means the State of Arizona and its department,
agency, university, commission, or board that has executed the Contract. With respect to
administration or rights, remedies, obligations and duties under the Contract for a given Order,
“State” means each of Eligible Agency or Co-Op Buyer who has issued the Order.
1.18
State Indemnitees
“State Indemnitees” means, collectively, the State of Arizona, its departments, agencies,
universities, commissions, and boards and, and their respective officers, agents, and employees.
1.19
Subcontractor
“Subcontractor” has the meaning given in A.R.S. § 41-2503(38), which, for convenience of
reference only, is “… a person who contracts to perform work or render service to … [C]ontractor
or to another [S]ubcontractor as a part of a contract with a state governmental unit . . .”The
Contract is to be construed as “a contract with a state governmental unit” for purposes of the
definition. For clarity of intent, a Person carrying out any element of the Work is a Subcontractor
from the moment they first carry out that element of the Work regardless of whether or not a
Subcontract exists then or subsequently.
1.20
Work
“Work” means the totality of the Materials and the Services and all the acts of administration,
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 16 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
creation, production, and performance necessary to fulfill and incidental to fulfilling all of
Contractor's obligations and duties under the Contract in conformance with the Contract and
applicable laws.
2.0 Contract Interpretation
2.1
Usage
Where the Contract:
1.
assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a
reference to “Contractor and all Subcontractors, whether they are first-tier subcontractors,
sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-consultants, as well as all
of Contractor’s and the Subcontractors’ respective agents, representatives, and
employees” in every instance unless the context plainly requires that it is be a reference
only to Contractor as apart from Subcontractors;
2.
uses the permissive “may” with respect to a party’s actions, determinations, etc., the term
is to be interpreted as in A.A.C. R2-7-101(31) [Definitions]. For clarity of intent, any right
given to State using “State may” or a like construction denotes discretion and freedom to
act so far as any regulatory or operative constraints permit in the relevant circumstances,
provided that: (a) where written “may, at its discretion,” the discretion extends to
whatever is most advantageous to State; and (b) where written only as “may,” the
discretion is constrained by what is fair, reasonable, and as accommodating of the
respective best interests of both parties as practicable under the circumstances;
3.
uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to be
interpreted as in A.A.C. R2-7-101(43) [Definitions]. Conversely, the phrase “shall not” is to
be interpreted as an imperative prohibition.
4.
uses the term “must” with respect to a requirement, criterion, etc., the term is to be
interpreted as conveying compulsion or strict necessity, and is to be read as though written
“must, if [the subject] is to be entitled to have [the object] considered or credited as being
compliant with, conforming to, or satisfying [the requirement, criterion, constraint, etc.],
otherwise, [the object] will be considered or debited as being non-compliant, non-
conforming, or unsatisfactory for its Contract-related purposes” in every instance;
5.
uses the term “might” with respect to an event, outcome, action, etc., the term is to be
interpreted as conveying contingency or non-discretionary conditionality; and
6.
uses the term “will” or the phrases “is to be” or “are to be” with respect to an event,
outcome, action, etc., the term or phrase is to be interpreted as conveying such certainty
or imperativeness that “shall” is either unnecessary or irrelevant in that instance.
2.2
Contract Order of
Precedence
COMPLEMENTARY DOCUMENTS. All of the documents forming the Contract are complementary. If
certain work, requirements, obligations, or duties are set out only in one but not in another,
Contractor shall carry out the Work as though the relevant work, requirements, obligations, or
duties had been fully described in all, consistent with the other documents forming the Contract
and as is reasonably inferable from them as being necessary to produce complete results.
CONFLICTS. In case of any inconsistency, conflict, or ambiguity among the documents forming the
Contract and their provisions, they are to prevail in the following order, descending from most
dominate to most subordinate, provided that, among categories of documents or provisions
having the same rank, the document or provision with the latest date prevails. Information being
identified in one document but not in another is not to be considered a conflict or inconsistency.
(a)
Contract Amendments;
(b)
the final Solicitation Documents, in the order:
(1) Special Terms and Conditions;
(2) Exhibits to the Special Terms and Conditions;
(3) Uniform Terms and Conditions;
(4) Scope of Work;
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 17 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
(5) Exhibits to the Scope of Work;
(6) Pricing Document;
(7) Exhibits to the Pricing Document;
(8) Specifications; and
(9) any other documents referenced or included in the Solicitation;
(c)
Orders, in reverse chronological order; and
(d)
Accepted Offer.
ATTACHMENTS AND EXHIBITS. For clarity of intent, if an item was an Attachment in the Solicitation
Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was subsequently
made into an Exhibit, or its content was incorporated into one of the other Contract documents,
then that Attachment no longer exists contractually as an “Attachment” since it has at that point
been made into some other Contract document. In every other case, an Attachment and the
Offeror data therein remain part of the Accepted Offer for purposes of precedence and
contractual effect.
2.3
Independent
Contractor
Contractor is an independent contractor and shall act in an independent capacity in performance
under the Contract. Neither party is or is to be construed as being to be the employee or agent of
the other party, and no action, inaction, event, or circumstance will be grounds for deeming it to
be so.
2.4
Complete
Integration
The Contract, including any documents incorporated into the Contract by reference, is intended by
the parties as a final and complete expression of their agreement. There are no prior,
contemporaneous, or additional agreements, either oral or in writing, pertaining to the Contract.
3.0
Contract Administration and Operation
3.1
Term of Contract
The term of the Contract will commence on the date indicated on the Acceptance and continue for
twelve (12) months unless cancelled, terminated, or permissibly extended.
3.2
Contract
Extensions
State may at its discretion extend the initial Contract term in increments of one or more months
and do so one or more times, provided that, the maximum aggregate term of the Contract
including extensions cannot exceed the maximum aggregate term of five (5) years.
3.3
Notices and
Correspondence
3.3.1
TO CONTRACTOR. State shall:
(a) address all Contract correspondence other than formal notices to the email address
indicated as “Default for Type” for “General Mailing Address” in Contractor’s
corresponding The State’s e-Procurement System Vendor Profile; and
(b) address any required notices to Contractor to the “Contact Name and Title” at the
“Mailing Address” indicated on the Accepted Offer, as that address might have been
amended during the term of the Contract.
3.3.2
TO STATE. Contractor shall :
(a) address all Contract correspondence other than format notices to the email address
indicated in “Contact Instructions” in the The State’s e-Procurement System
Summary for State; and
(b) address any required notices to State to Procurement Officer identified as
“Purchaser” in the State’s e-Procurement System Summary at the following mailing
address:
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
3.3.3
CHANGES. State may change the designated Procurement Officer, update contact
information, or change the applicable mailing address by Contract Amendment.
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 18 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
3.4
Signing of Contract
Amendments
Contractor’s counter-signature – or “approval” in The State’s e-Procurement System, in the case of
an amendment – is not required to give effect if the Contract Amendment only covers either:
1.
extension of the term of the Contract within the maximum aggregate term;
2.
revision to Procurement Officer appointment or contact information; or
3.
modifications of a clerical nature that have no effect on terms, conditions, price, scope, or
other material aspect of the Contract.
In every case other than those listed in (1), (2), and (3) above, both parties’ signature – or
“approval” in The State’s e-Procurement System, in the case of an Amendment – are required to
give it effect.
3.5
Click-Through Terms
and Conditions
If either party uses a web based ordering system, an electronic purchase order system, an
electronic order acknowledgement, a form of an electronic acceptance, or any software based
ordering system with respect to the Contract (each an “Electronic Ordering System”), the parties
acknowledge and agree that an Electronic Ordering System is for ease of administration only, and
Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of
State do not have any actual or apparent authority to create legally binding obligations that vary
from the terms and conditions of the Contract. Accordingly, where an authorized State user is
required to “click through” or otherwise accept or be made subject to any terms and conditions in
using an Electronic Ordering Systems, any such terms and conditions are deemed void upon
presentation. Additionally, where an authorized State user is required to accept or be made
subject to any terms and conditions in accessing or employing any Materials or Services, those
terms and conditions will also be void.
3.6
Books and
Records
3.6.1
RETAIN RECORDS. By A.R.S. § 41-2548(B), Contractor shall retain and shall contractually
require each Subcontractor to retain books and records relating for any cost and pricing
data submitted in satisfaction of § 41-2543 for the period specified in the statute.
3.6.2
RIGHT TO AUDIT. The retained books and records are subject to audit by State during that
period. By A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each
Subcontractor to retain books and records relating to performance under the Contract for
the period specified in the statute and those retained books and records are subject to
audit by State during that period.
3.6.3
AUDITING. Contractor or Subcontractor shall either make all such books and records
under subparagraphs 3.6.1 and 3.6.2 available to State at all reasonable times or produce
the records at a designated State office on State’s demand, the choice of which being at
State’s discretion. For the purpose of this paragraph, “reasonable times” are during
normal business hours and in such a manner so as to not unreasonably interfere with
normal business activities.
3.7
Contractor Licenses
Contractor shall maintain current all federal, state and local licenses and permits required for the
operation of its business in general, for its operations under the Contract, and for the Work itself.
3.8
Inspection
and Testing
By A.R.S. § 41-2547, State may at reasonable times inspect the part of Contractor’s or
Subcontractors’ plant or places of business related to performance under the Contract.
Accordingly, Contractor agrees to permit (for itself) and ensure (for Subcontractors) access for
inspection at any reasonable time to its facilities, processes, and services. State may inspect or
test, at its own cost, any finished goods, work-in-progress, components, or unfinished materials
that are be supplied under the Contract or that will be incorporated into something to be supplied
under the Contract. If the inspection or testing shows non-conformance or defects, then
Contractor will owe State reimbursement or payment of all costs it incurred in carrying out or
contracting for the inspection and testing, as well as for any re-inspection or re-testing that might
be necessary. Neither inspection of facilities nor testing of goods, work, components, or
unfinished materials will of itself constitute acceptance by State of those things.
3.9
Ownership of
Intellectual
Property
3.9.1
RIGHTS IN WORK PRODUCT. All intellectual property originated or prepared by Contractor
pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual
copyrights, trademarks, trade names, trade secrets, technical communications, records
reports, computer programs and other documentation or improvements thereto,
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 19 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
including Contractor’s administrative communications and records relating to the
Contract, are considered work product and Contractor’s property, provided that, State
has Government Purpose Rights to that work product as and when it was delivered to
State.
(a)
“Government Purpose Rights” are:
i. the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide
right to use, modify, reproduce, release, perform, display, sublicense, disclose
and create derivatives from that work product without restriction for any
activity in which State is a party;
ii. the right to release or disclose that work product to third parties for any State
government purpose; and
iii. the right to authorize those to whom it rightfully releases or discloses that
work product to use, modify, release, create derivative works from the work
product for any State government purpose; such recipients being understood
to include the federal government, the governments of other states, and
various local governments.
(b)
“Government Purpose Rights” do not include any right to use, modify, reproduce,
perform, release, display, create derivative works from, or disclose that work
product for any commercial purpose or to authorize others to do so.
3.9.2
JOINT DEVELOPMENTS. The parties may each use equally any ideas, concepts, know-how,
or techniques developed jointly during the course of the Contract, and may do so at their
respective discretion, without obligation of notice or accounting to the other party.
3.9.3
PRE-EXISTING MATERIAL. All pre-existing software and other materials developed or
otherwise obtained by or for Contractor or its affiliates independently of the Contract or
applicable Purchase Orders are not part of the work product to which rights are granted
State under subparagraph 3.9.1 above, and will remain the exclusive property of
Contractor, provided that:
(a)
any derivative works of such pre-existing material or elements thereof that are
created pursuant to the Contract are part of that work product;
(b)
any elements of derivative work of such pre-existing material that was not created
pursuant to the Contract are not part of that work product; and
(c)
except as expressly stated otherwise, nothing in the Contract is to be construed to
interfere or diminish Contractor’s or its affiliates’ ownership of such pre-existing
materials.
3.9.4
DEVELOPMENTS OUTSIDE OF CONTRACT. Unless expressly stated otherwise in the
Contract does not preclude Contractor from developing competing materials outside the
Contract, irrespective of any similarity to materials delivered or to be delivered to State
hereunder.
3.10
Subcontracts
3.10.1
INITIAL LIST. At the time of Contract execution, Contractor’s candidate Subcontractors
were identified in Attachment 3-C to the Accepted Offer [Proposed Subcontractors].
Agreeing to them being included in the Accepted Offer signified Procurement Officer’s
advance consent for Contractor to enter into a Subcontract with each candidate, which
Contractor shall do as promptly as necessary to ensure its ability to carry out the Work in
a timely manner.
3.10.2
ADDITIONAL NAMES. Contractor shall not enter into a Subcontract without first obtaining
Procurement Officer’s written consent with any prospective Subcontractor that (a) was
not listed on Attachment 3-C at time of Contract execution or (b) is for any Materials or
Services categories other than the ones for which they were previously consented. For
either case (a) or (b), Contractor shall submit a written request sufficiently in advance of
the need date for those materials or services so that performance under the Contract is
not impaired. Procurement Officer may request any additional information he or she
determines is necessary to assess the submittal, and may withhold consent pending it.
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 20 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
3.10.3
FLOW-DOWN. Contractor shall incorporate the provisions, terms, and conditions of the
Contract into every Subcontract by inclusion or by reference, as appropriate. When
making any post-execution consent requests, Contractor shall include its warrant that it
will do the same for the pending Subcontracts covered by the request. Entering into
Subcontracts will not relieve Contractor of any of its obligations or duties under the
Contract, including, among other things, the duty to supervise and coordinate the work of
Subcontractors. Nothing contained in any Subcontract will create or is to be construed as
creating any contractual relationship between State and the Subcontractor.
3.11
Offshore
Performance of Certain
Work Prohibited
Contractor shall only perform those portions of the Services that directly serve State or its clients
and involve access to secure or sensitive data or personal client data within the defined territories
of the United States. Unless specifically stated otherwise in the Scope of Work, this paragraph
does not apply to indirect or overhead services, redundant back-up services, or services that are
incidental to performance under the Contract. This provision applies to work performed by
Subcontractors at all tiers.
3.12
Orders
3.12.1
ORDER SUFFICIENCY. The Contract was awarded in accordance with the Arizona
Procurement Code; the transactions and procedures required by the code for competitive
source selection have been met. An Order issued that cites the correct State contract
number will suffice to authorize Contractor to provide the Materials and perform the
Services covered by that Order.
3.12.2
ORDER TERMS. All Orders are subject to the Contract Terms and Conditions; an Order
cannot modify the Contract Terms and Conditions.
3.12.3
ORDERS ARE OBLIGATORY. Until the expiration or earlier termination of the Contract,
State may issue and Contractor shall accept Orders that make proper reference to the
Contract and are permissible hereunder, provided that, Contractor is not obliged to
accept any Order that is not consistent with the then-current pricing, lead times,
specifications, or payment provisions of the Contract. Contractor shall fulfill and complete
any Orders that are begun but not yet completed as of expiration or earlier termination of
the Contract unless State instructs otherwise at the time.
3.12.4
SPECIAL CASE. In the special case where both the following conditions are true,
Procurement Officer’s signature on the Acceptance is Contractor’s authorization to
perform and therefore no Order is required: (a) the Contract is identified as being a
“single-agency/single-project” contract and (b) the Contract was created in The State’s e-
Procurement System as something other than a “Master/ Blanket” type.
3.12.5
NO MINIMUMS OR COMMITMENTS. (a) Contractor shall not impose any minimum dollar
amount, item count, services volume, or services duration on Orders; (b) State makes no
commitment of any kind concerning the quantity or monetary value of activity actually
initiated or completed during the term of the Contract; (c) Contractor shall only deliver or
perform as authorized by Orders; and (d) State is not limited as to the number of Orders it
may issue for the Contract. For clarity of intent, the foregoing applies equally whether an
Eligible Agency issues the Order or, if applicable, a Co-Op Buyer issues it.
3.12.6 NON-CONTRACTED MATERIALS OR SERVICES. Any attempt to knowingly represent for
sales, marketing, or related purposes that goods or services not specifically awarded are
under a State contract is a violation of the Contract and law.
3.13
Provisions for
Statewide Contracts:
- Co-Op Usage
- Eligible Agencies
- Quarterly Reporting
The Contract is a “statewide” contract for multiple purchases, projects, or assignments, and can be
purchased against by some or all Eligible Agencies and any Co-Op Buyers that elect to participate.
Even if only one Eligible Agency needs or elects to purchase against the Contract, it is to be
construed as being a “statewide” contract hereunder.
The Contract is an indefinite delivery, indefinite quantity (ID/IQ) type of contract; it is to be
construed as a “delivery order” sub-type of ID/IQ contract to the extent the Work is Materials, and
a “task order” sub-type to the extent the Work is Services.
Co-Op Usage
1. Contractor shall verify if an ordering entity is a bona fide Co-Op Buyer before selling Materials
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 21 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
to or providing Services for them under the Contract. The current list of Co-Op Buyers is
available on the State Procurement Office website:
https://spo.az.gov/procurement-services/cooperative-procurement/state-purchasing-cooperative
2. Contractor shall sell to Co-Op Buyers at the same price and on the same lead times and other
terms and conditions under which it sells to Eligible Agencies, with the sole exception of any
legitimately additional costs for extraordinary shipping or delivery requirements if the Co-Op
Buyer is having Materials delivered or installed or Services performed at locations not
contemplated in the contracted pricing (e.g. delivery to a location outside Arizona).
3. Contractor shall pay State an administrative fee against all Contract sales to Co-Op Buyers,
as provided for under A.R.S. § 41-2633. The fee rate is one (1%) percent. Failure to remit the
administrative fees is a material breach of contract, and will entitle State to its remedies
under Article 8 and its right to terminate for default under Article 9. Method of calculation,
payment procedures, and other details are provided on the State Procurement Office
website:
https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee
4. Contractor shall acknowledge each Order from Co-Op Buyers in conformance with each
buyer’s instructions given at the time of ordering or in any supplemental participating
agreement Contractor might have with them. Orders from Co-Op Buyers create no obligation
on State’s part, since they are entirely between the Co-Op Buyer and Contractor. That
notwithstanding, Contractor’s obligation under the Contract is to service Co-Op Buyers
commercially as though they were with an Eligible Agency, and Contractor’s refusal to do so
would be a material breach of the Contract.
Eligible Agencies – Orders
Contractor shall acknowledge each Order from Eligible Agencies within 1 (one) business day after
receipt by either:
(a) “Approving” the Order electronically in The State’s e-Procurement System, which
will indicate Contractor’s unqualified acceptance of the Order as-issued; or,
(b) “Rejecting” the Order electronically in The State’s e-Procurement System, with a
concurrent explanation by email to relevant originator as to the reason for
rejecting it. By way of reminder, the only grounds on which Contractor may
reject or refuse an Order are those set out in subparagraph 3.14.3 (Orders are
Obligatory).
Unless and until Contractor has approved the Order in the State’s e-Procurement System, it will
have no effect under the Contract and will not oblige either State or Contractor. If the relevant
Eligible Agency explicitly instructs at the time that a verbal acceptance is sufficient because of
urgency or other unusual circumstances and Contractor duly gives its verbal acceptance, then
Contractor will be deemed to have accepted the Order immediately upon commencing
performance, provided that, Contractor must follow-up its verbal acceptance by accepting the
Purchase Order electronically In The State’s e-Procurement System within three (3) business
days. Contractor shall thereafter be barred from subsequently rejecting the Order in The State’s
e-Procurement System and if it does so the rejection will be void.
Quarterly Usage Reports
Contractor shall submit to State a Quarterly Usage Report documenting all Contract sales to both
Eligible Agencies and Co-Op Buyers, itemized separately. A Quarterly Usage Report shall still be
submitted, even if there have been no sales to either Eligible Agencies and/or Co-Op Buyers.
Contractor shall further itemize divisions, groups or areas within a given Eligible Agency if they
place Orders independently of each other. Failure to submit the report is a material breach of
contract, and will entitle State to its remedies under Article 8 and its right to terminate for default
under Article 9. Contractor shall submit the report using the forms and following the instructions
on the State Procurement Office website:
https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 22 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
3.14
Multiple-Use
Provisions
Eligible Agencies may issue Orders for Services in several forms, all of which become final and
effective by a “Release Purchase Order” in The State’s e-Procurement System. Orders issued by
Co-Op Buyers will be in whatever form the Co-Op Buyer normally uses. Regardless of origin,
Orders must cite the State contract number to be valid. State may, at its discretion in each
instance, determine the scope, schedule, and price for each Order in any of the following ways:
1.
By choosing some or all of the Materials or Services items covered by the Contract for
which a price is established in the Pricing Document, then preparing an Order using those
prices (e.g., filling out an order form), and sending it to Contractor.
2.
By instructing Contractor to provide a comprehensive proposal of item quantities,
combinations, etc., or services hours, personnel, etc., for a defined scope using those
established prices as a basis, then validating and negotiating the proposal with Contractor
and issuing an Order if and when reaching agreement.
3.
As described in (2) above but requesting the proposal from both Contractor and other
vendors who are contracted within the applicable scope categories and locations, either
sequentially or concurrently, then selecting the proposal or proposals combination that is
most advantageous to State.
4.
As described in (3) above but introducing ad-hoc commercial competition by making the
selection and ordering conditional on obtaining more favorable prices than the
contractually-established ones.
When evaluating the proposals under (3) and (4) above, State may select based on price (for
example, a quoted number of hours times the contracted or improved rate plus a fixed amount for
incidentals), by experience and qualifications (for example, having an office nearer the required
work location), or whatever combination thereof it determines is most appropriate to the work in
question.
3.15
Other
Contractors
State may undertake with its own forces or award other contracts to the same or other vendors
for additional or related work. In such cases, Contractor shall cooperate fully with State’s
employees and such other vendors and carefully coordinate, fit, connect, accommodate, adjust, or
sequence its work to the related work by others. Where the Contract requires handing-off
Contractor’s work to others, Contractor shall cooperate as State instructs regarding the necessary
transfer of its work product, services, or records to State or the other vendors. Contractor shall not
commit or permit any act that interferes with the State’s or other vendors’ performance of their
work, provided that, State shall enforce the foregoing section equitably among all its vendors so as
not impose an unreasonable burden on any one of them.
3.16
Work on State
Premises
3.16.1
COMPLIANCE WITH RULES. Contractor is responsible for ensuring that its personnel
comply with State’s rules, regulations, policies, documented practices, and documented
operating procedures while delivering or installing Materials or performing Services on
State’s grounds or in its facilities. For clarity of intent, the foregoing means that if
Contractor is required to comply with certain security requirements in order to deliver,
install, or perform at that particular location, then it shall do so nonetheless and without
entitlement to any additional compensation or additional time for performance if those
particular requirements are not expressly stated in the Contract. Contractor is reminded
that violation of the prohibition under A.R.S. § 13-1502 against possession of weapons on
State’s property by anyone for whom Contractor is responsible is a material breach of
contract and grounds for termination for default.
3.16.2
PROTECTION OF GROUNDS AND FACILITIES. Contractor shall deliver or install the
Materials and perform the Services without damaging any State grounds or facilities.
Contractor shall repair or replace any damage it does cause promptly and at its own
expense, subject to whatever instructions and restrictions State needs to make to prevent
inconvenience or disruption of operations. If Contractor fails to make the necessary
repairs or replacements and do so in a timely manner, State will be entitled to exercise its
remedies under paragraph 8.5 [Right of Offset].
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 23 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
4.0
Costs and Payments
4.1
Payments
4.1.1
PAYMENT DEADLINE. State shall make payments in compliance with Arizona Revised
Statues Titles 35 and 41. Unless and then only to the extent expressly stated otherwise in
the Pricing Document, State shall make payment in full for Materials that have been
delivered and accepted and Services that have been performed and accepted within the
time specified in A.R.S. § 35-342 after both of the following become true: (a) all of the
Materials being invoiced have been delivered or installed (as applicable) and accepted
and all of the Services being invoiced have been performed and accepted; and
(b) Contractor has provided a complete and accurate invoice in the form and manner
called for in the Pricing Document, provided that, State will not make or be liable for any
payments to Contractor until Contractor has registered properly in The State’s e-
Procurement System and provided a current IRS Form W-9 to State unless excused by law
from providing one.
4.1.2
PAYMENTS ONLY TO CONTRACTOR. Unless compelled otherwise by operation of law or
order of a court of competent jurisdiction, State will only make payment to Contractor
under the federal tax identifier indicated on the Accepted Offer.
4.2
Applicable
Taxes
4.2.1
CONTRACTOR TO PAY ALL TAXES. State is subject to Arizona TPT. Therefore, Arizona TPT
applies to all sales under the Contract and Arizona TPT is Contractor’s responsibility (as
seller) to remit. Contractor’s failure to collect Arizona TPT or any other applicable sales or
use taxes from an Eligible Agency or Co-Op Buyer (as buyer) will not relieve Contractor of
any obligation to remit sales or use taxes that are due under the Contract or laws. Unless
stated otherwise in the Pricing Document, all prices therein include Arizona TPT as well as
every other manner of transaction privilege or sales/use tax that is due to a municipality
or another state or its political subdivisions. Contractor shall pay all federal, state, and
local taxes applicable to its operations and personnel.
4.2.2
TAX INDEMNITY. Contractor shall hold State harmless from any responsibility for taxes or
contributions, including any applicable damages and interest, that are due to federal,
state, and local authorities with respect to the Work and the Contract, as well any related
costs; the foregoing expressly includes Arizona TPT, unemployment compensation
insurance, social security, and workers’ compensation insurance.
5.0 Contract Changes
5.1
Contract Amendments
The Contract is issued for State under the authority of Procurement Officer. Only a Contract
Amendment can modify the Contract, and then only if it does not change the Contract’s general
scope. Purported changes to the Contract by a person not expressly authorized by Procurement
Officer or made unilaterally by Contractor will be void and without effect; Contractor will not be
entitled to any claim made under the Contract based on any such purported changes.
5.2
Assignment and
Delegation
5.2.1
IN WHOLE. Contractor shall not assign in whole its rights or delegate in whole its duties
under the Contract without Procurement Officer’s prior written consent, which consent
Procurement Officer may withhold at his or her discretion. If Contractor’s proposed
assignment or delegation stems from a split, sale, acquisition, or other non-merger
change in control, then no such consent will be given in any event without the assignee or
delegate giving State satisfactory and equivalent evidence or assurance of its financial
soundness, competency, capacity, and qualification to perform as that which Contractor
possessed when State first awarded it the Contract.
5.2.2
IN PART. Subject to paragraph 3.10 [Subcontracts] with respect to subcontracting,
Contractor may assign particular rights or delegate particular duties under the Contract,
but shall obtain Procurement Officer’s written consent before doing so. Procurement
Officer shall not unreasonably withhold consent so long as the proposed assignment or
delegation does not attempt to modify the Contract in any way or to alter or impair
State’s rights or remedies under the Contract or laws.
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 24 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
6.0 Risk and Liability
6.1
Risk of Loss
Contractor shall bear all risk of loss to Materials while in pre-production, production, storage,
transit, staging, assembly, installation, testing, and commissioning, if and as those duties are
within the scope of the Work, until they have been accepted as conforming by State in the
particular location and situation specified in the Order, or as specified generally elsewhere in the
Contract if the Order does not provide particulars, provided that, risk of loss for nonconforming
Materials will remain with Contractor notwithstanding acceptance to the extent the loss stems
from the nonconformance.
6.2
Contractor Insurance
Contractor and subcontractors shall procure and maintain until all of their obligations have been
discharged, including any warranty periods under this Contract, are satisfied, insurance against
claims for injury to persons or damage to property which may arise from or in connection with the
performance of the work hereunder by the Contractor, his agents, representatives, employees or
subcontractors.
The insurance requirements herein are minimum requirements for this Contract and in no way
limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants
that the minimum limits contained herein are sufficient to protect the Contractor from liabilities
that might arise out of the performance of the work under this contract by the Contractor, its
agents, representatives, employees or subcontractors, and Contractor is free to purchase
additional insurance.
MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide coverage with limits of
liability not less than those stated below.
1. Commercial General Liability (CGL) – Occurrence Form
Policy shall include bodily injury, property damage personal injury and broad form contractual
liability coverage
General Aggregate $2,000,000
Products – Completed Operations Aggregate $1,000,000
Personal and Advertising Injury $1,000,000
Damage to Rented Premises $ 50,000
Each Occurrence $1,000,000
a.
The policy shall be endorsed, as required by this written agreement, to include
the State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees as additional insureds with
respect to liability arising out of the activities performed by or on behalf of the
Contractor.
b.
Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by or on behalf of the
Contractor.
2. Business Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles used in
the performance of this Contract.
Combined Single Limit (CSL) $1,000,000
a.
Policy shall be endorsed, as required by this written agreement, to include the
State of Arizona, and its departments, agencies, boards, commissions, universities
and its officers, officials, agents, and employees as additional insureds with
respect to liability arising out of the activities performed by, or on behalf of, the
Contractor, involving automobiles owned, leased, hired and/or non-owned by the
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 25 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
Contractor.
b.
Policy shall contain a waiver of subrogation endorsement as required by this
written agreement in favor of the State of Arizona, and its departments, agencies,
boards, commissions, universities, officers, officials, agents, and employees for
losses arising from work performed by or on behalf of the Contractor.
3. Worker’s Compensation and Employers’ Liability
Workers’ Compensation…………………………………………Statutory
Each Accident $1,000,000
Disease – Each Employee $1,000,000
Disease – Policy Limit $1,000,000
a.
Policy shall contain a waiver of subrogation endorsement as required by this
written agreement in favor of the State of Arizona, and its departments, agencies,
boards, commissions, universities, officers, officials, agents, and employees for
losses arising from work performed by or on behalf of the Contractor.
b.
This requirement shall not apply to each Contractor or subcontractor that is
exempt under A.R.S. 23-901, and when such contractor or subcontractor executes
the appropriate waiver form (Sole Proprietor/Independent Contractor).
4. Professional Liability (Errors and Omissions Liability)
Each Claim $ 2,000,000
Annual Aggregate $ 2,000,000
a. In the event that the Professional Liability insurance required by this Contract is
written on a claims-made basis, the Contractor warrants that any retroactive date
under the Policy shall precede the effective date of this Contract; and, either
continuous coverage will be maintained or an extended discovery period will be
exercised, for a period of two (2) years beginning at the time work under this
Contract is completed.
b.
The Policy shall cover professional misconduct or lack of ordinary skill for those
positions defined in the Scope of Work of this Contract.
5. Network Security (Cyber) and Privacy Liability – Required as applicable to the services
provided.
Each Claim $ 2,000,000
Annual Aggregate $ 2,000,000
a.
Such insurance shall include, but not be limited to, coverage for third party claims
and losses with respect to network risks (such as data breaches, unauthorized
access or use, ID theft, theft of data) and invasion of privacy regardless of the type
of media involved in the loss of private information, crisis management and
identity theft response costs. This should also include breach notification costs,
credit remediation and credit monitoring, defense and claims expenses,
regulatory defense costs plus fines and penalties, cyber extortion, computer
program and electronic data restoration expenses coverage (data asset
protection), network business interruption, computer fraud coverage, and funds
transfer loss.
b.
In the event that the Network Security and Privacy Liability insurance required by
this Contract is written on a claims-made basis, Contractor warrants that any
retroactive date under the policy shall precede the effective date of this Contract
and, either continuous coverage will be maintained, or an extended discovery
period will be exercised for a period of two (2) years beginning at the time work
under this Contract is completed.
c.
The policy shall be endorsed, as required by this written agreement, to include
the State of Arizona, and its departments, agencies, boards, commissions,
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 26 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
universities, officers, officials, agents, and employees as additional insureds with
respect to vicarious liability of the insured arising out of the activities performed
by or on behalf of the Contractor.
d.
Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its department, agencies,
boards, commissions, universities, officers, officials, agents, and employees for
losses arising from work performed by or on behalf of the Contractor.
ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include, or be endorsed to include,
the following provisions:
1.
The Contractor's policies, as applicable, shall stipulate that the insurance afforded
the Contractor shall be primary and that any insurance carried by the
Department, its agents, officials, employees or the State of Arizona shall be excess
and not contributory insurance, as provided by A.R.S. § 41-621 E
2.
Insurance provided by the Contractor shall not limit the Contractor’s liability
assumed under the indemnification provisions of this Contract.
NOTICE OF CANCELLATION: Applicable to all insurance policies required within the Insurance
Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be
suspended, be canceled, or be materially changed for any reason without thirty (30) days prior
written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must
provide notice to the State of Arizona if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such
notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or
sent by facsimile transmission to State Procurement Office.
ACCEPTABILITY OF INSURERS: Contractor’s Insurance shall be placed with companies licensed in
the State of Arizona or hold approved non-admitted status on the Arizona Department of
Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not
less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer
rating is sufficient to protect the Contractor from potential insurer insolvency.
VERIFICATION OF COVERAGE: Contractor shall furnish the State of Arizona with certificates of
insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that
Contractor has the insurance as required by this Contract. An authorized representative of the
insurer shall sign the certificates.
All such certificates of insurance and policy endorsements must be received by the State
before work commences. The State’s receipt of any certificates of insurance or policy
endorsements that do not comply with this written agreement shall not waive or otherwise
affect the requirements of this agreement.
Each insurance policy required by this Contract must be in effect at, or prior to ,
commencement of work under this Contract. Failure to maintain the insurance policies as
required by this Contract, or to provide evidence of renewal, is a material breach of contract.
All such certificates required by this Contract shall be sent directly to the Arizona State
Procurement Office. The State of Arizona project/contract number and project description
shall be noted on the certificate of insurance. The State of Arizona reserves the right to
require complete, certified copies of all insurance policies required by this Contract at any
time.
SUBCONTRACTORS: Contractors’ certificate(s) shall include all subcontractors as insured under its
policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors
have valid and collectable insurance as evidenced by the certificates of insurance and
endorsements for each subcontractor. All coverages for subcontractors shall be subject to the
minimum Insurance Requirements identified above. The Department reserves the right to
require, at any time throughout the life of this contract, proof from the Contractor that its
subcontractors have the required coverage.
APPROVAL and MODIFICATIONS: The Contracting Agency, in consultation with State Risk,
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 27 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
reserves the right to review or make modifications to the insurance limits, required coverages, or
endorsements throughout the life of this contract, as deemed necessary. Such action will not
require a formal Contract amendment but may be made by administrative action.
EXCEPTIONS: In the event the Contractor or sub-contractor(s) is/are a public entity, then the
Insurance Requirements shall not apply. Such public entity shall provide a Certificate of self-
insurance. If the Contractor or sub-contractor(s) is/are a State of Arizona agency, board,
commission, or university, none of the above shall apply.
6.3
Indemnification
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the
State of Arizona, and its departments, agencies, boards, commissions, universities, officers,
officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any
and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’
fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as
“Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or
intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful
acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or
subcontractors. This indemnity includes any claim or amount arising out of, or recovered under,
the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any
federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific
intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely
from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor
from and against any and all claims. It is agreed that Contractor will be responsible for primary loss
investigation, defense, and judgement costs where this indemnification is applicable. In
consideration of the award of this contract, the Contractor agrees to waive all rights of
subrogation against the State of, its officers, officials, agents, and employees for losses arising
from the work performed by the Contractor for the State of Arizona. This indemnification will
survive the termination of the above listed contract with the Contractor.
This indemnity shall not apply if the Contractor or sub-contractor(s) is/are an agency, board,
commission or university of the State of Arizona.
6.4
Patent and Copyright
Indemnification
CONTRACTOR/VENDOR (NOT PUBLIC AGENCY). With respect to Materials or Services provided or
proposed by a Contractor Indemnitor for performance under the Contract, Contractor shall
indemnify, defend and hold harmless State Indemnitees against any third-party claims for liability,
costs, and expenses, including, but not limited to reasonable attorneys' fees, for infringement or
violation of any patent, trademark, copyright, or trade secret by the Materials and the Services.
With respect to the defense and payment of claims under this subparagraph:
1.
State shall provide reasonable and timely notification to Contractor of any claim for which
Contractor may be liable under this paragraph;
2.
Contractor, with reasonable consultation from State, shall have control of the defense of
any action on an indemnified claim including all negotiations for its settlement or
compromise;
3.
State may elect to participate in such action at its own expense; and
4.
State may approve or disapprove any settlement or compromise, provided that, (i) State
shall not unreasonably withhold or delay such approval or disapproval and (ii) State shall
cooperate in the defense and in any related settlement negotiations.
If Contractor is a public agency, this paragraph 6.4 does not apply.
6.5
Force Majeure
6.5.1
DEFINITION. For this paragraph, “force majeure” means an occurrence that is (a) beyond
the control of the affected party, (b) occurred without the party’s fault or negligence, and
(c) something the party was unable to prevent by exercising reasonable diligence.
Without limiting the generality of the foregoing, force majeure expressly includes acts of
God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil
disorders, fire, flood, lockouts, injunctions-intervention-acts, failures or refusals to act by
government authorities, and, subject to paragraph 7.66 [Performance in Public Health
Emergency], declared public health emergencies. Force majeure expressly does not
include late delivery caused by congestion at a manufacturer’s plant or elsewhere, an
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 28 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
oversold condition of the market, late performance by a Subcontractor unless the delay
arises out of an occurrence of force majeure, or inability of either Contractor or any
Subcontractor to acquire or maintain any required insurance, bonds, licenses, or permits.
6.5.2
RELIEF FROM PERFORMANCE. Except for payment of sums due, the parties are not liable
to each other if an occurrence of force majeure prevents its performance under the
Contract. If either party is delayed at any time in the progress of their respective
performance under the Contract by an occurrence of force majeure, the delayed party
shall notify the other no later than the following working day after the occurrence, or as
soon as it could reasonably have been expected to recognize that the occurrence had
effect in cases where the effects were not readily apparent. In any event, the notice must
make specific reference to this paragraph specifying the causes of the delay in the notice
and, if the effects of the occurrence are on-going, provide an initial notification and
thereafter the delayed party shall provide regular updates until such time as the effects
are fully known. To the extent it is able, the delayed party shall cause the delay to cease
promptly and notify the other party when it has done so. The parties shall extend the
time of completion by Contract Amendment for a period equal to the time that the
results or effects of the delay prevented the delayed party from performing.
6.5.3
EXCUSABLE DELAY IS NOT DEFAULT. Failure in performance by either party will not
constitute default hereunder or give rise to any claim for damages or loss of anticipated
profits if and to the extent that such failure was or is being caused by an occurrence of
force majeure.
6.5.4
DEFAULT DIMINISHES RELIEF. Entitlement to relief from the effects of an occurrence of
force majeure is diminished to the extent that the delay did or will result from the
affected party’s default unrelated to the occurrence, in which case and to that extent the
other party’s normal remedies and the affected party’s obligations would apply
undiminished.
6.6
Third Party
Antitrust
Violations
Contractor assigns to State any claim for overcharges resulting from antitrust violations to the
extent that those violations concern materials or services supplied by third parties to Contractor
toward fulfillment of the Contract.
7.0 Warranties
7.1
Conformity to
Requirements
Contractor warrants that, unless expressly provided otherwise elsewhere in the Contract, the
Materials and Services will for 1 (one) year after acceptance and in each instance: (1) conform to
the requirements of the Contract, which by way of reminder include without limitation all
descriptions, specifications, and drawings identified in the Scope of Work and any Contractor
affirmations included as part of the Contract; (2) be free from defects of material and
workmanship; (3) conform to or perform in a manner consistent with current industry standards;
and (4) be fit for the intended purpose or use described in the Contract. Mere delivery or
performance does not substitute for express acceptance by State. Where inspection, testing, or
other acceptance assessment of Materials or Services cannot be done until after installation, the
forgoing warranty will not begin until State’s acceptance.
7.2
Contractor
Personnel
Contractor warrants that its personnel will perform their duties under the Contract in a
professional manner, applying the requisite skills and knowledge, consistent with industry
standards, and in accordance with the requirements of the Contract. Contractor further warrants
that its key personnel will maintain any certifications relevant to their work, and Contractor shall
provide individual evidence of certification to State’s authorized representatives upon request.
7.3
Intellectual
Property
Contractor warrants that the Materials and Services do not and will not infringe or violate any
patent, trademark, copyright, trade secret, or other intellectual property rights or laws, except
only to the extent the Specifications do not permit use of any other product and Contractor is not
and cannot reasonably be expected to be aware of the infringement or violation.
7.4
Licenses and Permits
Contractor warrants that it will maintain all licenses required under paragraph 3.7 [Contractor
Licenses] and all required permits valid and in force.
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 29 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
7.5
Operational Continuity
Contractor warrants that it will perform without relief notwithstanding being sold or acquired; no
such event will operate to mitigate or alter any of Contractor’s duties hereunder absent a
consented delegation under paragraph 5.3 [Assignment and Delegation] that expressly recognizes
the event.
7.6
Performance in Public
Health Emergency
Contractor warrants that it will:
1.
have in effect promptly after commencement a plan for continuing performance in the
event of a declared public health emergency that addresses, at a minimum: (a)
identification of response personnel by name; (b) key succession and performance
responses in the event of sudden and significant decrease in workforce; and
(c) alternative avenues to keep sufficient product on hand or in the supply chain; and
2.
provide a copy of its current plan to State within 3 (three) business days after State’s
written request. If Contractor claims relief under paragraph 6.5 [Force Majeure] for an
occurrence of force majeure that is a declared public health emergency, then that relief
will be conditioned on Contractor having first implemented its plan and exhausted all
reasonable opportunity for that plan implementation to overcome the effects of that
occurrence, or mitigate those effects to the extent that overcoming entirely is not
practicable.
For clarification of intent, being obliged to implement the plan is not of itself an occurrence of
force majeure, and Contractor will not be entitled to any additional compensation or extension of
time by virtue of having to implement it. Furthermore, failure to have or implement an
appropriate plan will be a material breach of contract.
7.7
Lobbying
7.7.1
PROHIBITION.
(a)
Contractor warrants that:
i. it will not engage in lobbying activities, as defined in 40 CFR part 34 and A.R.S.
§ 41-1231, et seq., using monies awarded under the Contract, provided that,
the foregoing does not intend to constrain Contractor's use of its own monies
or property, including without limitation any net proceeds duly realized under
the Contract or any value thereafter derived from those proceeds; and
ii. upon award of the Contract, it will disclose all lobbying activities to State to
the extent they are an actual or potential conflict of interest or where such
activities could create an appearance of impropriety.
(b)
Contractor shall implement and maintain adequate controls to assure compliance
with (a) above.
(c)
Contractor shall obtain an equivalent warranty from all Subcontractors and shall
include an equivalent no-lobbying provision in all Subcontracts.
7.7.2
EXCEPTION. This paragraph does not apply to the extent that the Services are defined in
the Contract as being lobbying for State’s benefit or on State’s behalf.
7.8
Survival of
Warranties
All representations and warrants made by Contractor under the Contract will survive the
expiration or earlier termination of the Contract.
8.0 State's Contractual Remedies
No modifications to uniform terms and conditions section
9.0 Contract Termination
No modifications to uniform terms and conditions section
10.0 Contract Claims
10.1
Claim
Resolution
Notwithstanding any law to the contrary, all contract claims or controversies under the Contract
are to be resolved according to Arizona Revised Statutes Title 41, Chapter 23, Article 9, and rules
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 30 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
adopted thereunder, including judicial review under A.R.S. § 12-1518.
10.2
Mandatory
Arbitration
In compliance with A.R.S. § 12-1518, the parties agree to comply in a judicial review proceeding
with any applicable, mandatory arbitration requirements.
11.0 RESERVED
12.0 General Provisions for Services
12.1
Applicability
Article 12 applies to the extent the Work is or includes Services.
12.2
Comprehensive
Services Offering
Contractor shall provide the comprehensive range of services for which a price is established in the
Pricing Document for ordering by Eligible Agencies, and Co-Op Buyers if co-op buying applies.
12.3
Additional Services
State at its discretion may modify the scope of the Contract by Contract Amendment to include
additional services or service categories that are within the general scope of the ones originally
covered by the Contract if it determines that doing so is in its best interest. Once the Contract
Amendment is fully executed, Contractor shall then update all applicable price lists and make them
available to all affected entities at no additional cost. Either party may make the request to add
services to the Contract; regardless of who makes the request, the parties shall negotiate in good
faith a fair price for any additional services, but State may elect not to add some or all of the
services in question if no agreement is reached on pricing in a timely manner. Contractor’s request
or proposal in response to State’s request must include documentation demonstrating that the
proposed price for the additional services is both fair and reasonable and comparable to the
original ones.
12.4
Off-Contract Services
Contractor shall ensure that the design and/or procedures for the Services ordering method
prevents Orders for off-contract or excluded services. Notwithstanding that State might have its
own internal administrative rules regarding off contract or excluded service ordering, and
endeavors to prevent such orders from occurring, Contractor is responsible for not accepting any
such Orders. State may, at its discretion, cancel any such Order without obligation. As used above,
“off-contract service” refers to any service not included in the scope of the Contract and for which
no price or compensation has been established contractually, and “excluded service” refers to any
service expressly excluded from the scope of the Contract.
12.5
Removal of Personnel
Notwithstanding that Contractor is in every circumstance responsible for hiring, assigning,
directing, managing, training, disciplining, and rewarding its personnel, State may at its discretion
and without the obligation to demonstrate cause instruct Contractor to remove any of its
personnel from State’s facilities or from further assignment under the Contract. In such cases,
Contractor shall promptly replace them with other personnel having equivalent qualifications,
experience, and capabilities.
12.6
Transitions
During commencement, Contractor shall attend transition meetings with any outgoing vendors to
coordinate and ease the transition so that the effect on State’s operations is kept to a minimum.
State may elect to have outgoing vendors complete some or all of their work or orders in progress
to ease the transition as is safest and most efficient in each instance, even if that scope is covered
under the Contract. Conversely, State anticipates having a continued need for the same materials
and services upon expiration or earlier termination of the Contract. Accordingly, Contractor shall
work closely with any new (incoming) vendor and State to ensure as smooth and complete a
transfer as is practicable. State’s representative shall coordinate all transition activities and
facilitate joint development of a comprehensive transition plan by both Contractor and the
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 31 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
incoming vendor. As with the incoming transition. State may permit Contractor (outgoing) to
complete work or orders in progress to ease the transition as is safest and most efficient in each
instance.
12.7
Accuracy of Work
Contractor is responsible for the accuracy of the Services, and shall promptly make all necessary
revisions or corrections resulting from errors and omissions on its part without additional
compensation. Acceptance by State will not relieve Contractor of responsibility for correction of
any errors discovered subsequently or necessary clarification of any ambiguities.
12.8
Requirements at
Services Location
Contractor personnel shall perform their assigned portions of the Services at the specific location
indicated in the Order (if applicable). Contractor acknowledges that the location might be inside an
industrial building, institutional building, or one of various office types and classes. Additionally, if
performing the Services requires Contractor personnel to work inside a secured perimeter at
certain institutional facilities such as prisons where prior clearances are required, Contractor shall
contact the facility directly to confirm its most-current security clearance procedures, allowable
hours for work, visitor dress code, and other applicable rules. State will neither allow extra charges
for wait time, comebacks, or the like nor excuse late performance if Contractor has failed to make
the confirmation or comply with the applicable conditions.
Security Clearance: A security clearance may be required of the Contractor and of all employees of
the Contractor or subsidiaries as designated by the using agency.
12.9
Services Acceptance
State has the right to make acceptance of Services subject to acceptance criteria. State may apply
as acceptance criteria conformity to the Contract, accuracy, completeness, or other indicators of
quality or other matter for which the Contract or law states a requirement, whether stated
directly or by reference to another document, standard, reference specification, etc. State will not
owe Contractor any payment for un-accepted Services; and State may, at its discretion, withhold
or make partial payment for any rejected Services if Contractor is still in the process of re-
performing or otherwise curing the grounds for State’s rejection.
12.10
Corrective Action
Required
Notwithstanding any other guarantees, general warranties, or particular warranties Contractor has
given under the Contract, if Contractor fails to perform any material portion of the Services,
including failing to complete any contractual deliverable, or if its performance fails to meet agreed-
upon service levels or service standards set out in or referred to in the Contract, then Contractor
shall perform a root-cause analysis to identify the source of the failure and use all commercially
reasonable efforts to correct the failure and meet the Contract requirements as promptly as is
practicable.
1.
Contractor shall provide to State a report detailing the identified cause and setting out its
detailed corrective action plan promptly after the date the failure occurred (or the date
when the failure first became apparent, if it was not apparent immediately after
occurrence).
2.
State may demand to review and approve Contractor’s analysis and plans, and Contractor
shall make any corrections State instructs and adopt State’s recommendations so far as is
commercially practicable, provided that State may insist on any measures it determines
within reason to be necessary for safety or protecting property and the environment.
3.
Contractor shall take the necessary action to avoid any like failure in the future, if doing so
is appropriate and practicable under the circumstances.
13.0 Data and Information Handling
13.1
Applicability
Article 13 applies to the extent the Work includes handling of any (1) State’s proprietary and
sensitive data or (2) confidential or access-restricted information obtained from State or from
others at State’s behest.
13.2
Data Protection and
Contractor warrants that it will establish and maintain procedures and controls acceptable to State
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 32 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
Confidentiality of
Information
for ensuring that State’s proprietary and sensitive data is protected from unauthorized access and
information obtained from State or others in performance of its contractual duties is not
mishandled, misused, or inappropriately released or disclosed. For purposes of this paragraph, all
data created by Contractor in any way related to the Contract, provided to Contractor by State, or
prepared by others for State are proprietary to State, and all information by those same avenues is
State’s confidential information. To comply with the foregoing warrant:
1.
Contractor shall: (a) notify State immediately of any unauthorized access or inappropriate
disclosures, whether stemming from an external security breach, internal breach, system
failure, or procedural lapse; (b) cooperate with State to identify the source or cause of
and respond to each unauthorized access or inappropriate disclosure; and (c) notify State
promptly of any security threat that could result in unauthorized access or inappropriate
disclosures; and
2.
Contractor shall not: (a) release any such data or allow it to be released or divulge any
such information to anyone other than its employees or officers as needed for each
person’s individual performance of his or her duties under the Contract, unless State has
agreed otherwise in advance and in writing; or (b) respond to any requests it receives
from a third party for such data or information, and instead route all such requests to
State’s designated representative.
13.3
Personally Identifiable
Information.
Without limiting the generality of paragraph 13.2, Contractor warrants that it will protect any
personally identifiable information (“PII”) belonging to State’s employees’ or other contractors or
members of the general public that it receives from State or otherwise acquires in its performance
under the Contract.
For purposes of this paragraph:
1.
PII has the meaning given in the [federal] Office of Management and Budget (OMB)
Memorandum M-17-12 Preparing for and Responding to a Breach of Personally
Identifiable Information”, January 3, 2017; and
2.
“protect” means taking measures to safeguard personally identifiable information and
prevent its breach that are functionally equivalent to those called for in that OMB
memorandum and elaborated on in the [federal] General Services Administration (GSA)
Directive CIO P 2180.1 GSA Rules of Behavior for Handling Personally Identifiable
Information.
NOTE (1): For convenience of reference only, the OMB memorandum is available at:
https://dpcld.defense.gov/Privacy/Authorities-and-Guidance/
NOTE (2): For convenience of reference only, the GSA directive is available at:
http://www.gsa.gov/portal/directive/d0/content/658222
13.4
Protected Health
Information
Contractor warrants that, to the extent performance under the Contract involves individually
identifiable health information (referred to hereinafter as protected health information (“PHI”)
and electronic PHI (“ePHI”) as defined in the Privacy Rule referred to below), it:
1.
is familiar with and will comply with the applicable aspects of the following collective
regulatory requirements regarding patient information privacy protection: (a) the
“Privacy Rule” in CFR 45 Part 160 and Part 164 pursuant to the Health Insurance
Portability and Accountability Act (“HIPAA”) of 1996; (b) Arizona laws, rules, and
regulations applicable to PHI/ePHI that are not preempted by CFR 45-160(B) or the
Employee Retirement Income Security Act of 1974 (“ERISA”) as amended; and (c) State’s
current and published PHI/ePHI privacy and security policies and procedures;
2.
will cooperate with State in the course of performing under the Contract so that both
State and Contractor stay in compliance with the requirements in (1) above; and
3.
will sign any documents that are reasonably necessary to keep both State and Contractor
in compliance with the requirements in (1) above, in particular “Business Associate
Agreements” in accordance with the Privacy Rule.
NOTE: For convenience of reference only, the Privacy Rule is available at:
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 33 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
http://www.hhs.gov/hipaa/for-professionals/privacy/index.html
14.0 Information Technology Work
14.1
Applicability
Article 14 applies to any Invitation for Bids, Request for Proposals, or Request for Quotations for
"Information Technology," as defined In A.R.S. § 41-3501(6) 6: “ . . . computerized and auxiliary
automated information processing, telecommunications and related technology, including
hardware, software, vendor support and related services, equipment and projects” if and to the
extent that the Work is or includes Information Technology.
14.2
Background Checks
Each of Contractor’s personnel who is an applicant for an information technology position must
undergo the security clearance and background check procedure, which includes fingerprinting, as
required by A.R.S § 41-710. Contractor shall obtain and pay for the security clearance and
background check. Contractor personnel who will have administrator privileges on a State network
must additionally provide identify and address verification and undergo State-specified training for
unescorted access, confidentiality, privacy, and data security.
14.3
Information Access
14.3.1
SYSTEM MEASURES. Contractor shall employ appropriate system management and
maintenance, fraud prevention and detection, and encryption application and tools to any
systems or networks containing or transmitting State’s proprietary data or confidential
information.
14.3.2
INDIVIDUAL MEASURES. Contractor personnel shall comply with applicable State policies
and procedures regarding data access, privacy, and security, including prohibitions on
remote access and obtaining and maintaining access IDs and passwords. Contractor is
responsible to State for ensuring that any State access IDs and passwords are used only by
the person to whom they were issued. Contractor shall ensure that personnel are only
provided the minimum only such level of access necessary to perform his or duties.
Contractor shall on request provide a current register of the access IDs and passwords and
corresponding access levels currently assigned to its personnel.
14.3.3
ACCESS CONTROL. Contractor is responsible to State for ensuring that hardware,
software, data, information, and that has been provided by State or belongs to or is in the
custody of State and is accessed or accessible by Contractor personnel is only used in
connection with carrying out the Work, and is never commercially exploited in any
manner whatsoever not expressly permitted under the Contract. State may restrict access
by Contractor personnel, or instruct Contractor to restrict access their access, if in its
determination the requirements of this subparagraph are not being met.
14.4
Pass-Through Indemnity 14.4.1
INDEMNITY FROM THIRD PARTY. For computer hardware or software included in the
Work as discrete units that were manufactured or developed solely by a third party,
Contractor may satisfy its indemnification obligations under the Contract by, to the extent
permissible by law, passing through to State such indemnity as it receives from the third-
party source (each a “Pass-Through Indemnity”) and cooperating with State in enforcing
that indemnity. If the third party fails to honor its Pass-Through Indemnity, or if a Pass-
Through Indemnity is insufficient to indemnify State Indemnitees to the extent and degree
Contractor is required to do by the Uniform Terms and Conditions, then Contractor shall
indemnify, defend and hold harmless State Indemnitees to the extent the Pass-Through
Indemnity does not.
14.4.2
NOTIFY OF CLAIMS. State shall notify Contractor promptly of any claim to which a Pass-
Through Indemnity might apply. Contractor, with reasonable consultation from State,
shall control of the defense of any action on any claim to which a Pass-Through Indemnity
applies, including negotiations for settlement or compromise, provided that:
(a)
State reserves the right to elect to participate in the action at its own expense;
(b) State reserves the right to approve or reject any settlement or compromise on
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 34 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
reasonable grounds and if done so timely; and
(c)
State shall in any case cooperate in the defense and any related settlement
negotiations.
14.5
Systems and Controls
In consideration for State having agreed to permit Pass-Through Indemnities in lieu of direct
indemnity, Contractor agrees to establish and keep in place systems and controls appropriate to
ensure that State funds under this Contract are not knowingly used for the acquisition, operation,
or maintenance of Materials or Services in violation of intellectual property laws or a third party’s
intellectual property rights.
14.6
Redress of
Infringement.
14.6.1
REPLACE, LICENSE, OR MODIFY. If Contractor becomes aware that any Materials or
Services infringe, or are likely to be infringing on, any third party’s intellectual property
rights, then Contractor shall at its sole cost and expense and in consultation with State
either:
(a)
replace any infringing items with non-infringing ones;
(b) obtain for State the right to continue using the infringing items; or
(c)
modify the infringing item so that they become non-infringing, so long as they
continue to function as specified following the modification.
14.6.2
CANCELLATION OPTION. In every case under 14.6.1, if none of those options can
reasonably be accomplished, or if the continued use of the infringing items is
impracticable, State may cancel the relevant Order or terminate the Contract and
Contractor shall take back the infringing items. If State does cancel the Order or terminate
the Contract, Contractor shall refund to State:
(a) for any software created for State under the Contract, the amount State paid to
Contactor for creating it;
(b) for all other Materials, the net book value of the product provided according to
generally accepted accounting principles; and
(c)
for Services, the amount paid by State or an amount equal to 12 (twelve) months of
charges, whichever is less.
14.6.3. EXCEPTIONS. Contractor will not be liable for any claim of infringement based solely on
any of the following by a State Indemnitee:
(a)
modification or use of Materials other than as contemplated by the Contract or
expressly authorized or proposed by a Contractor Indemnitor;
(b) operation of Materials with any operating software other than that supplied by
Contractor or authorized or proposed by a Contractor Indemnitor; or
(c)
combination or use with other products in a manner not contemplated by the
Contract or expressly authorized or proposed by a Contractor Indemnitor.
14.7
First Party Liability
Limitation
14.7.1
LIMIT. Subject to the provisos that follow below and unless stated otherwise in the Special
Terms and Conditions, State’s and Contractor’s respective first party liability arising from
or related to the Contract is limited to the greater of $1,000,000 (one million dollars) or
3 (three) times the purchase price of the specific Materials or Services giving rise to the
claim.
14.7.2
PROVISOS. This paragraph 14.7 limits liability for first party direct, indirect, incidental,
special, punitive, and consequential damages relating to the Work regardless of the legal
theory under which the liability is asserted. This paragraph 14.7 does not limit liability
arising from any:
(a) Indemnified Claim against which Contractor has indemnified State Indemnitees
under paragraph 6.3;
(b) claim against which Contractor has indemnified State Indemnitees under paragraph
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 35 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
6.4; or
(c) provision of the Contract calling for liquidated damages or specifying amounts or
percentages as being at-risk or subject to deduction for performance deficiencies.
14.7.3
PURCHASE PRICE DETERMINATION. If the Contract is for a single-agency and a single
Order (or if no Order applies), then “purchase price” in Subparagraph 14.7.1 above means
the aggregate Contract price current at the time of Contract expiration or earlier
termination, including all Contract Amendments having an effect on the aggregate price
through that date. In all other cases, “purchase price” above means the total price of the
Order for the specific equipment, software, or services giving rise to the claim, and
therefore a separate limit will apply to each Order.
14.7.4
NO EFFECT ON INSURANCE. This paragraph does not modify the required coverage limits,
terms, and conditions of, or any insured’s ability to claim against, any insurance that
Contractor is required by the Contract to provide, and Contractor shall obtain express
endorsements that it does not.
14.8
Information Technology
Warranty
14.8.1
SPECIFIED DESIGN. Where the Scope of Work for information technology Work provides a
detailed design specification or sets out specific performance requirements, Contractor
warrants that the Work will provide all functionality material to the intended use stated in
the Contract, provided that, the foregoing warranty does not extend to any portions
of the Materials that are:
(a)
modified or altered by anyone not authorized by Contractor to do so;
(b) maintained in a way inconsistent to any applicable manufacturer
recommendations; or
(c)
operated in a manner not within its intended use or environment.
14.8.2
COTS SOFTWARE. With respect to Materials provided under the Contract that are
commercial-off-the-shelf (COTS) software, Contractor warrants that:
(a)
to the extent possible, it will test the software before delivery using commercially
available virus detection software conforming to current industry standards;
(b) the COTS software will, to the best of its knowledge, at the time of delivery be free
of viruses, backdoors, worms, spyware, malware, and other malicious code that
could hamper performance, collect unlawfully any personally identifiable
information, or prevent products from performing as required by the Contract; and
(c)
it will provide a new or clean install of any COTS software that State has reason to
believes contains harmful code.
14.8.3
PAYMENT HAS NO EFFECT. The warranties in this paragraph are not affected by State’s
inspection, testing, or payment.
14.9
Specific Remedies
Unless expressly stated otherwise elsewhere in the Contract, State’s remedy for breach of
warranty under paragraph 14.8 includes, at State’s discretion, re-performance, repair,
replacement, or refund of any amounts paid by State for the nonconforming Work, plus (in every
case) Contractor’s payment of State’s additional, documented, and reasonable costs to procure
materials or services equivalent in function, capability, and performance at that first called for. For
clarification of intent, the foregoing obligations are limited by the limitation of liability in paragraph
14.7. If none of the forgoing options can reasonably be effected, or if the use of the materials by
State is made impractical by the nonconformance, then State may seek any remedy available to it
under law.
14.10
Section 508 Compliance
Unless specifically authorized in the Contract, any electronic or information technology offered to
the State of Arizona under this Contract shall comply with A.R.S. § 18-131 and § 18-132 and Section
508 of the Rehabilitation Act of 1973, which requires that employees and members of the public
shall have access to and use of information technology that is comparable to the access and use by
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 5.0 (4-NOV-2019)
SECTION 2-C: Special Terms and Conditions
Page 36 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
employees and members of the public who are not individuals with disabilities.
14.11
Cloud Applications
The following are required for Contractor of any “cloud” solution that hosts State data outside of
the State’s network, or transmits and/or receives State data.
1.
Submit a completed Arizona Baseline Infrastructure Security Controls assessment
spreadsheet as found at: https://aset.az.gov/resources/policies-standards-and-
procedures, and mitigate or install compensating controls for any issues of concern
identified by State. Contractor is required to provide any requested documentation
supporting the review of the assessment. The assessment shall be re-validated on a
minimum annual basis.
2.
State reserves the right to conduct Penetration tests or hire a third party to conduct
penetration tests of the Contractor’s application. Contractor will be alerted in advance
and arrangements made for an agreeable time. Contractor shall respond to all serious
flaws discovered by providing an acceptable timeframe to resolve the issue and/or
implement a compensating control.
3.
Contractor must submit copy of system logs from cloud system to State of AZ security
team on a regular basis to be added to the State SIEM (Security Information Event
Monitor) or IDS (Intrusion Detection System).
Contractor must employ a government-rated cloud compartment to better protect sensitive or
regulated State data.
End of Section 2-C
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 37 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
SECTION 2-D:
Uniform Terms and Conditions
Version: 9 (7/1/2013)
1.0 Definition of Terms
As used in the Contract, the terms listed below are defined as follows:
1.1
Attachment
“Attachment” means any item the solicitation requires the Offeror to submit as part of the Offer.
1.2
Contract
“Contract” ” means the combination of the Solicitation, including the Uniform and Special
Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and
Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation
Amendments or Contract Amendments.
1.3
Contract
Amendment
"Contract Amendment" means a written document signed by the Procurement Officer that is
issued for the purpose of making changes in the Contract.
1.4
Contractor
“Contractor” means any Person who has a Contract with the State.
1.5
Days
“Days” means calendar days unless otherwise specified.
1.6
Exhibit
“Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section
of the Solicitation.
1.7
Gratuity
“Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything
of more than nominal value, present or promised, unless consideration of substantially equal or
greater value is received.
1.8
Materials
“Materials” means all property, including equipment, supplies, printing, insurance and leases of
property but does not include land, a permanent interest in land or real property or leasing space.
1.9
Procurement
Officer
“Procurement Officer” means the person, or his or her designee, duly authorized by the State to
enter into and administer Contracts and make written determinations with respect to the
Contract.
1.10
Services
“Services” has the meaning given in A.R.S. § 41-2503(35), which, for convenience of reference
only, is “… the furnishing of labor, time, or effort by [the] [C]ontractor or [S}ubcontractor which
does not involve the delivery of a specific end product other than required reports and
performance [but] does not include employment agreements or collective bargaining
agreements.” Services includes Building Work and the service aspects of software described in
paragraph 1.8.
1.11
State
“State” means the State of Arizona and Department or Agency of the State that executes the
Contract.
1.12
State Fiscal Year
“State Fiscal Year” means the period beginning with July 1 and ending June 30.
1.13
Subcontract
“Subcontract” means any Contract, express or implied, between the Contractor and another party
or between a subcontractor and another party delegating or assigning, in whole or in part, the
making or furnishing of any material or any service required for the performance of the Contract.
2.0 Contract Interpretation
2.1
Arizona Law
The Arizona law applies to this Contract including, where applicable, the Uniform Commercial
Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised
Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code
(A.A.C.) Title 2, Chapter 7.
2.2
Implied Terms
Each provision of law and any terms required by law to be in this Contract are a part of this
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 38 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
Contract as if fully stated in it.
2.3
Contract Order
of Precedence
In the event of a conflict in the provisions of the Contract, as accepted by the State and as they
may be amended, the following shall prevail in the order set forth below:
2.3.1. Special Terms and Conditions;
2.3.2. Uniform Terms and Conditions;
2.3.3. Statement or Scope of Work;
2.3.4. Specifications;
2.3.5. Attachments;
2.3.6. Exhibits;
2.3.7. Documents referenced or included in the Solicitation.
2.4
Relationship of
Parties
The Contractor under this Contract is an independent Contractor. Neither party to this Contract
shall be deemed to be the employee or agent of the other party to the Contract.
2.5
Severability
The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall
not affect any other term or condition of the Contract..
2.6
No Parole Evidence
This Contract is intended by the parties as a final and complete expression of their agreement. No
course of prior dealings between the parties and no usage of the trade shall supplement or explain
any terms used in this document and no other understanding either oral or in writing shall be
binding.
2.7
No Waiver
Either party’s failure to insist on strict performance of any term or condition of the Contract shall
not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the
nonconforming performance knows of the nature of the performance and fails to object to it.
3.0 Contract Administration and Operation
3.1
Records
Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require
each subcontractor to retain all data and other “records” relating to the acquisition and
performance of the Contract for a period of five years after the completion of the Contract. All
records shall be subject to inspection and audit by the State at reasonable times. Upon request,
the Contractor shall produce a legible copy of any or all such records.
3.2
Non-Discrimination
The Contractor shall comply with State Executive Order No. 2009-09 and all other applicable
Federal and State laws, rules and regulations, including the Americans with Disabilities Act.
3.3
Audit
Pursuant to ARS § 35-214, at any time during the term of this Contract and five (5) years
thereafter, the Contractor’s or any subcontractor’s books and records shall be subject to audit by
the State and, where applicable, the Federal Government, to the extent that the books and
records relate to the performance of the Contract or Subcontract.
3.4
Facilities Inspection
and Materials Testing
The Contractor agrees to permit access to its facilities, subcontractor facilities and the Contractor’s
processes or services, at reasonable times for inspection of the facilities or materials covered
under this Contract. The State shall also have the right to test, at its own cost, the materials to be
supplied under this Contract. Neither inspection of the Contractor’s facilities nor materials testing
shall constitute final acceptance of the materials or services. If the State determines
noncompliance of the materials, the Contractor shall be responsible for the payment of all costs
incurred by the State for testing and inspection.
3.5
Notices
Notices to the Contractor required by this Contract shall be made by the State to the person
indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated
in the Contract. Notices to the State required by the Contract shall be made by the Contractor to
the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise stated
in the Contract. An authorized Procurement Officer and an authorized Contractor representative
may change their respective person to whom notice shall be given by written notice to the other
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 39 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
and an amendment to the Contract shall not be necessary.
3.6
Advertising, Publishing
and Promotion of
Contract
The Contractor shall not use, advertise or promote information for commercial benefit concerning
this Contract without the prior written approval of the Procurement Officer.
3.7
Property of the State
Any materials, including reports, computer programs and other deliverables, created under this
Contract are the sole property of the State. The Contractor is not entitled to a patent or copyright
on those materials and may not transfer the patent or copyright to anyone else. The Contractor
shall not use or release these materials without the prior written consent of the State.
3.8
Ownership of
Intellectual Property
Any and all intellectual property, including but not limited to copyright, invention, trademark,
trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of
this contract and any related subcontract (“Intellectual Property”), shall be work made for hire and
the State shall be considered the creator of such Intellectual Property. The agency, department,
division, board or commission of the State of Arizona requesting the issuance of this contract shall
own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property
throughout the world. Contractor shall notify the State, within thirty (30) days, of the creation of
any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any
subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the
Intellectual Property vests in the State and shall take no affirmative actions that might have the
effect of vesting all or part of the Intellectual Property in any entity other than the State. The
Intellectual Property shall not be disclosed by contractor or its subcontractor(s) to any entity not
the State without the express written authorization of the agency, department, division, board or
commission of the State of Arizona requesting the issuance of this contract.
3.9
Federal Immigration
and Nationality Act
The contractor shall comply with all federal, state and local immigration laws and regulations
relating to the immigration status of their employees during the term of the contract. Further, the
contractor shall flow down this requirement to all subcontractors utilized during the term of the
contract. The State shall retain the right to perform random audits of contractor and
subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should
the State determine that the contractor and/or any subcontractors be found noncompliant, the
State may pursue all remedies allowed by law, including, but not limited to; suspension of work,
termination of the contract for default and suspension and/or debarment of the contractor.
3.10
E-Verify Requirements
In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal immigration
laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-
214, Subsection A.
3.11
Offshore Performance
of Work Prohibited.
Any services that are described in the specifications or scope of work that directly serve the State
of Arizona or its clients and involve access to secure or sensitive data or personal client data shall
be performed within the defined territories of the United States. Unless specifically stated
otherwise in the specifications, this paragraph does not apply to indirect or 'overhead' services,
redundant back-up services or services that are incidental to the performance of the contract. This
provision applies to work performed by subcontractors at all tiers.
4.0 Costs and Payments
4.1
Payments
Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon receipt
and acceptance of goods or services, the Contractor shall submit a complete and accurate invoice
for payment from the State within thirty (30) days.
4.2
Delivery
4.3
Applicable Taxes
Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination and shall include all
freight delivery and unloading at the destination.
4.3.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.
4.3.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable
state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and
are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does
not relieve the seller from its obligation to remit taxes.
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 40 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
4.3.3. Tax Indemnification. Contractor and all subcontractors shall pay all Federal, state and local
taxes applicable to its operation and any persons employed by the Contractor. Contractor
shall, and require all subcontractors to hold the State harmless from any responsibility for
taxes, damages and interest, if applicable, contributions required under Federal, and/or
state and local laws and regulations and any other costs including transaction privilege
taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.
4.3.4. IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S. W9
Form on file with the State of Arizona, unless not required by law
4.4
Availability of Funds
for the Next State fiscal
year
4.5
Availability of Funds
for the current State
fiscal year
Funds may not presently be available for performance under this Contract beyond the current
state fiscal year. No legal liability on the part of the State for any payment may arise under this
Contract beyond the current state fiscal year until funds are made available for performance of
this Contract.
Should the State Legislature enter back into session and reduce the appropriations or for any
reason and these goods or services are not funded, the State may take any of the following
actions:
4.5.1. Accept a decrease in price offered by the contractor;
4.5.2. Cancel the Contract; or
4.5.3. Cancel the contract and re-solicit the requirements
5.0 Contract Changes
5.1
Amendments
This Contract is issued under the authority of the Procurement Officer who signed this Contract.
The Contract may be modified only through a Contract Amendment within the scope of the
Contract. Changes to the Contract, including the addition of work or materials, the revision of
payment terms, or the substitution of work or materials, directed by a person who is not
specifically authorized by the procurement officer in writing or made unilaterally by the Contractor
are violations of the Contract and of applicable law. Such changes, including unauthorized written
Contract Amendments shall be void and without effect, and the Contractor shall not be entitled to
any claim under this Contract based on those changes.
5.2
Subcontracts
The Contractor shall not enter into any Subcontract under this Contract for the performance of
this contract without the advance written approval of the Procurement Officer. The Contractor
shall clearly list any proposed subcontractors and the subcontractor’s proposed responsibilities.
The Subcontract shall incorporate by reference the terms and conditions of this Contract.
5.3
Assignment and
Delegation
The Contractor shall not assign any right nor delegate any duty under this Contract without the
prior written approval of the Procurement Officer. The State shall not unreasonably withhold
approval.
6.0 Risk and Liability
6.1
Risk of Loss
The Contractor shall bear all loss of conforming material covered under this Contract until received
by authorized personnel at the location designated in the purchase order or Contract. Mere
receipt does not constitute final acceptance. The risk of loss for nonconforming materials shall
remain with the Contractor regardless of receipt.
6.2
Indemnification
6.2.1. Contractor/Vendor Indemnification (Not Public Agency) The parties to this contract agree
that the State of Arizona, its departments, agencies, boards and commissions shall be
indemnified and held harmless by the contractor for the vicarious liability of the State as a
result of entering into this contract. However, the parties further agree that the State of
Arizona, its departments, agencies, boards and commissions shall be responsible for its own
negligence. Each party to this contract is responsible for its own negligence.
6.2.2. Public Agency Language Only Each party (as 'indemnitor') agrees to indemnify, defend, and
hold harmless the other party (as 'indemnitee') from and against any and all claims, losses,
liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively
referred to as 'claims') arising out of bodily injury of any person (including death) or
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 41 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
property damage but only to the extent that such claims which result in vicarious/derivative
liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other
fault of the indemnitor, its officers, officials, agents, employees, or volunteers."
6.3
Indemnification –
Patent and Copyright
The Contractor shall indemnify and hold harmless the State against any liability, including costs
and expenses, for infringement of any patent, trademark or copyright arising out of Contract
performance or use by the State of materials furnished or work performed under this Contract.
The State shall reasonably notify the Contractor of any claim for which it may be liable under this
paragraph. If the contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this section shall
not apply.
6.4
Force Majeure
6.4.1 Except for payment of sums due, neither party shall be liable to the other nor deemed in
default under this Contract if and to the extent that such party’s performance of this
Contract is prevented by reason of force majeure. The term “force majeure” means an
occurrence that is beyond the control of the party affected and occurs without its fault or
negligence. Without limiting the foregoing, force majeure includes acts of God; acts of the
public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood;
lockouts; injunctions-intervention-acts; or failures or refusals to act by government
authority; and other similar occurrences beyond the control of the party declaring force
majeure which such party is unable to prevent by exercising reasonable diligence.
6.4.2. Force Majeure shall not include the following occurrences:
6.4.2.1. Late delivery of equipment or materials caused by congestion at a
manufacturer’s plant or elsewhere, or an oversold condition of the market;
6.4.2.2. Late performance by a subcontractor unless the delay arises out of a force
majeure occurrence in accordance with this force majeure term and condition;
or 6.4.2.3. Inability of either the Contractor or any subcontractor to acquire or
maintain any required insurance, bonds, licenses or permits.
6.4.3. If either party is delayed at any time in the progress of the work by force majeure, the
delayed party shall notify the other party in writing of such delay, as soon as is practicable
and no later than the following working day, of the commencement thereof and shall
specify the causes of such delay in such notice. Such notice shall be delivered or mailed
certified-return receipt and shall make a specific reference to this article, thereby
invoking its provisions. The delayed party shall cause such delay to cease as soon as
practicable and shall notify the other party in writing when it has done so. The time of
completion shall be extended by Contract Amendment for a period of time equal to the
time that results or effects of such delay prevent the delayed party from performing in
accordance with this Contract.
6.4.4. Any delay or failure in performance by either party hereto shall not constitute default
hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the
extent that such delay or failure is caused by force majeure.
6.5
Third Party Antitrust
Violations
The Contractor assigns to the State any claim for overcharges resulting from antitrust violations
to the extent that those violations concern materials or services supplied by third parties to the
Contractor, toward fulfillment of this Contract.
7.0 Warranties
7.1
Liens
The Contractor warrants that the materials supplied under this Contract are free of liens and shall
remain free of liens.
7.2
Quality
Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that,
for one year after acceptance by the State of the materials, they shall be:
7.2.1. Of a quality to pass without objection in the trade under the Contract description;
7.2.2. Fit for the intended purposes for which the materials are used;
7.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and quality
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 42 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
within each unit and among all units;
7.2.4. Adequately contained, packaged and marked as the Contract may require; and
7.2.5. Conform to the written promises or affirmations of fact made by the Contractor.
7.3
Fitness
The Contractor warrants that any material supplied to the State shall fully conform to all
requirements of the Contract and all representations of the Contractor, and shall be fit for all
purposes and uses required by the Contract.
7.4
Inspection/Testing
The warranties set forth in subparagraphs 7.1 through 7.3 of this paragraph are not affected by
inspection or testing of or payment for the materials by the State.
7.5
Compliance
with Laws
The materials and services supplied under this Contract shall comply with all applicable Federal,
state and local laws, and the Contractor shall maintain all applicable license and permit
requirements.
7.6
Survival of Rights and
Obligations after
Contract Expiration or
Termination
7.6.1. Contractor's Representations and Warranties. All representations and warranties made by
the Contractor under this Contract shall survive the expiration or termination hereof. In
addition, the parties hereto acknowledge that pursuant to A.R.S. § 12-510, except as
provided in A.R.S. § 12-529, the State is not subject to or barred by any limitations of actions
prescribed in A.R.S., Title 12, Chapter 5.
7.6.2. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the
Contract, fully perform and shall be obligated to comply with all purchase orders received by
the Contractor prior to the expiration or termination hereof, unless otherwise directed in
writing by the Procurement Officer, including, without limitation, all purchase orders
received prior to but not fully performed and satisfied at the expiration or termination of
this Contract.
8.0 State's Contractual Remedies
8.1
Right to
Assurance
If the State in good faith has reason to believe that the Contractor does not intend to, or is unable
to perform or continue performing under this Contract, the Procurement Officer may demand in
writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor
to provide written assurance within the number of Days specified in the demand may, at the
State’s option, be the basis for terminating the Contract under the Uniform Terms and Conditions
or other rights and remedies available by law or provided by the contract.
8.2
Stop Work Order
8.2.1. The State may, at any time, by written order to the Contractor, require the Contractor to
stop all or any part, of the work called for by this Contract for period(s) of days indicated by
the State after the order is delivered to the Contractor. The order shall be specifically
identified as a stop work order issued under this clause. Upon receipt of the order, the
Contractor shall immediately comply with its terms and take all reasonable steps to
minimize the incurrence of costs allocable to the work covered by the order during the
period of work stoppage.
8.2.2. If a stop work order issued under this clause is canceled or the period of the order or any
extension expires, the Contractor shall resume work. The Procurement Officer shall make an
equitable adjustment in the delivery schedule or Contract price, or both, and the Contract
shall be amended in writing accordingly.
8.3
Non-exclusive
Remedies
The rights and the remedies of the State under this Contract are not exclusive.
8.4
Nonconforming Tender
Materials or services supplied under this Contract shall fully comply with the Contract. The
delivery of materials or services or a portion of the materials or services that do not fully comply
constitutes a breach of contract. On delivery of nonconforming materials or services, the State
may terminate the Contract for default under applicable termination clauses in the Contract,
exercise any of its rights and remedies under the Uniform Commercial Code, or pursue any other
right or remedy available to it.
8.5
Right of Offset
The State shall be entitled to offset against any sums due the Contractor, any expenses or costs
incurred by the State, or damages assessed by the State concerning the Contractor’s non-
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 43 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
conforming performance or failure to perform the Contract, including expenses, costs and
damages described in the Uniform Terms and Conditions.
9.0 Contract Termination
9.1
Cancellation for
Conflict of Interests
Pursuant to A.R.S. § 38-511, the State may cancel this Contract within three (3) years after
Contract execution without penalty or further obligation if any person significantly involved in
initiating, negotiating, securing, drafting or creating the Contract on behalf of the State is or
becomes at any time while the Contract or an extension of the Contract is in effect an employee of
or a consultant to any other party to this Contract with respect to the subject matter of the
Contract. The cancellation shall be effective when the Contractor receives written notice of the
cancellation unless the notice specifies a later time. If the Contractor is a political subdivision of
the State, it may also cancel this Contract as provided in A.R.S. § 38-511.
9.2
Gratuities
The State may, by written notice, terminate this Contract, in whole or in part, if the State
determines that employment or a Gratuity was offered or made by the Contractor or a
representative of the Contractor to any officer or employee of the State for the purpose of
influencing the outcome of the procurement or securing the Contract, an amendment to the
Contract, or favorable treatment concerning the Contract, including the making of any
determination or decision about contract performance. The State, in addition to any other rights
or remedies, shall be entitled to recover exemplary damages in the amount of three times the
value of the Gratuity offered by the Contractor.
9.3
Suspension or
Debarment
The State may, by written notice to the Contractor, immediately terminate this Contract if the
State determines that the Contractor has been debarred, suspended or otherwise lawfully
prohibited from participating in any public procurement activity, including but not limited to,
being disapproved as a subcontractor of any public procurement unit or other governmental body.
Submittal of an offer or execution of a contract shall attest that the contractor is not currently
suspended or debarred. If the contractor becomes suspended or debarred, the contractor shall
immediately notify the State.
9.4
Termination for
Convenience
The State reserves the right to terminate the Contract, in whole or in part at any time when in the
best interest of the State, without penalty or recourse. Upon receipt of the written notice, the
Contractor shall stop all work, as directed in the notice, notify all subcontractors of the effective
date of the termination and minimize all further costs to the State. In the event of termination
under this paragraph, all documents, data and reports prepared by the Contractor under the
Contract shall become the property of and be delivered to the State upon demand. The Contractor
shall be entitled to receive just and equitable compensation for work in progress, work completed
and materials accepted before the effective date of the termination. The cost principles and
procedures provided in A.A.C. R2-7-701 shall apply.
9.5
Termination for
Default
9.5.1. In addition to the rights reserved in the contract, the State may terminate the Contract in
whole or in part due to the failure of the Contractor to comply with any term or condition of
the Contract, to acquire and maintain all required insurance policies, bonds, licenses and
permits, or to make satisfactory progress in performing the Contract. The Procurement
Officer shall provide written notice of the termination and the reasons for it to the
Contractor.
9.5.2. Upon termination under this paragraph, all goods, materials, documents, data and reports
prepared by the Contractor under the Contract shall become the property of and be
delivered to the State on demand.
9.5.3. The State may, upon termination of this Contract, procure, on terms and in the manner that
it deems appropriate, materials or services to replace those under this Contract. The
Contractor shall be liable to the State for any excess costs incurred by the State in procuring
materials or services in substitution for those due from the Contractor.
9.6
Continuation of
Performance Through
Termination
The Contractor shall continue to perform, in accordance with the requirements of the Contract, up
to the date of termination, as directed in the termination notice.
Request for Proposal
Solicitation No. BPM002577
Description:
Legal Processing, Notary and Related Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 44 of 44 2
A v a i l a b l e o n l i n e a t : A P P . A Z . g o v
10.0 Contract Claims
10.1
Contract Claims
All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title
41, Chapter 23, Article 9, and rules adopted thereunder.
11.0 Arbitration
11.1
Arbitration
The parties to this Contract agree to resolve all disputes arising out of or relating to this contract
through arbitration, after exhausting applicable administrative review, to the extent required by
A.R.S. § 12-1518, except as may be required by other applicable statutes (Title 41).
12.0 Comments Welcome
12.1
Comments Welcome
The State Procurement Office periodically reviews the Uniform Terms and Conditions and
welcomes any comments you may have. Please submit your comments to: State Procurement
Administrator, State Procurement Office, 100 North 15th Avenue, Suite 201, Phoenix, Arizona,
85007.
End of Section 2-D
End of Part 2
EXHIBIT B – PRICE SHEET
CITY OF PHOENIX
Page 37
COOP 21-035 Legal Processing, Notary, and Related Services Rev 12/2019
The following are the price schedules of Contract No: CTR050851
between the State of Arizona and Nationwide Legal Services, LLC
(Remainder of the page left blank)
SUPPLIER'S NAME: Nationwide Legal
Legal Process Service Fees
Fee
Unit
Notes
1 Legal Processing Services, Process Server Cost per Service
Cost Per Service Maricopa & Pima
40.00
$
1 Includes 4 attempts
Cost Per Service All Other Counties
$25.00 + Cost
1 Includes 3 attempts
Cost Per Service Out of State
$25.00 + Cost
1 Includes 3 attempts
Additional Services related to Legal Processing
Fee
Unit
Notes
2 Skip Tracing Services and Investigation
Investigations
65.00
$
Per Hour
Report Included
Skip Tracing
$0.00
1 Report Included
3 Other Fees
Rush Charge
15.00
$
1 In State / Out of State
Mileage
$0.00
1 No Charge
Standby Time
45.00
$
Per Hour
Travel
n/a
Cost Upon Request
Notary Service Charge (for Legal Process Service)
$0.00
Included on Affidavits and Non Service
Court Filing and Other Services
Fee
Unit
Notes
4 Filing fees
Court Filings- Maricopa & Pima
6.00
$
1 Make sure it is per trip regardles of different case number documents/pleadings
Court Filings All other Counties
10.00
$
1
Fillings at courts outside Arizona
$25.00 + Cost
1
5 Court and Document Search
Court and Document Search Maricopa & Pima
25.00
$
1
Court and Document Search All Other Counties
$25.00 +Cost
1
6 eFiling
15.00 + Cost
1
7 eRecording
35.00 + Cost
1
9 eNotary Service
25.00
$
1 Includes all documents presented
10
Remote Notary (Does not involved meeting in person, individual's verification done online through
accepted Secretary of State verification tools)
10.00
$
Includes all documents presented
11 Courier Serivce
Courier Service Maricopa & Pima
10.00
$
1.00 per mile
Base Price $10.00 plus $1.00 per mile one way
Courier Service All Other Counties
25.00 + Cost
12 Court Services and Service of Process, Quick Locate Service
See Fee Schedule above.
Pricing Clarification Questions: Supplier to respond to these questions
Indicate if the fee stated in item 1 is the total fee per attempt or if additional fees are required?
Is the filing cost included in item 4 per trip or per document?
What is included in the your fees for e-Notary?
What is included in your fees for Remote Notary?
Explain the difference between Quick Locate and Skip Tracing?
The fee stated in item 1 will be the total fee.
The filing fee will be per trip.
This will include the notary on all documents present at a single session. It also includes online identity verification.
It will include notary on all documents presented at single location. This includes individual verification with proper identification.
A quick locate is a basic internet search to locate a current address or phone number.
A Skip Trace is conducted by a license Private Investigator who uses multiple search engines to determine the most current home address, phone
number, email address, DOB, and more. A Skip Trace Report is presented with all the data for each request.