AZ Contract ADSPO16-098163
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Contract Amendment
Arizona Department of
Administration
State Procurement Office
100 N. 15th Avenue, Suite 402
Phoenix, AZ 85007
Contract: ADSPO16-098163 DELL MARKETING
Amendment Six (6)
ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED
ACKNOWLEDGEMENT AND AUTHORIZATION
This change order shall be fully executed upon the approval electronically in Arizona Procurement Portal by an authorized
representative of the Contractor and applied to the contract in Arizona Procurement Portal by the Procurement Officer or
delegate.
Available online at
App.AZ.gov
Page | 1
Computer Hardware and Support
Pursuant to the Arizona Participating Addendum, Scope of Work, Paragraph Nine (9) Utilization of
Partners, the above referenced Contract shall be amended as follows:
1. This contract shall now list Electronic Responsible Recyclers LLC as an approved Partner.
All other terms, conditions and provisions remain unchanged.
Amy Ivy, Contracts Manager
7/31/15
Amy Ivy, Contracts Manager
7/31/15
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NASPO Value Point Computer Hardware Including
Peripherals and Associated Services
Arizona Participatin Addendum
Contract No.
ADSP015-093839
Contractor: Dell Marketing LP.
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
In accordance with A.RS. §41-2632, AAC R2-7-1002, Cooperative Purchasing, the following document shall relay all
additional requirements for the State of Arizona in its use and participation in the NASPO Value Point contract for
Computer Hardware, Peripherals and Associated Services, as awarded by the State of Minnesota, Lead State, for this
competitively procured contract.
Contractors are strongly encouraged to read this document in its entirety. All requirements stated within this document
are allowable under any respective Master contract, and shall be viewed as such. Any attempt to modify or change this
document without consent from the State of Arizona shall result in the nullification of this contract.
•
Table of Contents
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
OFFER AND ACCEPTANCE FORM ............................................................................................................................ 3
SCOPE OF WORK ........................................................................................................................................................ 4
SPECIAL TERMS AND CONDITIONS ....................................................................................................... 9
UNIFORM TERMS AND CONDITIONS ...................................................................................................... 18
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Offer and Acceptance
OFFER
TO THE STATE OF ARIZONA:
State of Arizona
State Procurement Office
100 North 151h Avenue, Suite 201
Phoenix, AZ 85007
The Undersigned hereby offers and agrees to furnish the material, service or construction in compliance with all terms,
conditions, specifications and amendments in the Solicitation and any written exceptions in the offer.
Arizona Transaction (Sales) Privilege Tax License No.:
07 428149-A
Federal Employer Identification No.:
Dell Marketing, L.P.
Company Name
One Dell Way
Address
Round Rock
TX
City
State
By signature in the Offer section above, the Offeror certifies:
78682
Zip
E-mail:
Amy _Ivy@Dell.com
Phone: ~s_1_2_-_7_2_3_-_6_2_0_1~~~~----~------~~~
Fax:
Digitally signed by Amy Ivy
DN: cn=Amy Ivy, o=Dell, ou,
email=Amy_lvy@Dell.com, c=US
Date: 2015.07.0710:52:59-05'00'
Signature of Person Authorized to Sign Offer
Amy Ivy
Printed Name
Contracts Manager
Title
1. The submission of the Offer did not involve collusion or other anticompetitive practices.
2. The Offeror shall not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, State Executive Order 2009-
09 or A.RS. §§ 41-1461through1465.
3. The Offeror has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special
discount, trip, favor, or service to a public servant in connection with the submitted offer. Failure to provide a valid signature affirming the stipulations required
by this clause shall result in rejection of the offer. Signing the offer with a false statement shall void the offer, any resulting contract and may be subject to legal
remedies provided by law.
4. The Offerer certifies that the above referenced organization_ IS/ _!. 15 NOT a small business with less than 100 employees or has gross revenues of $4
million or less.
ACCEPTANCE OF OFFER
1 He otter is nereoy acceptea.
The Contractor is now bound to sell the materials or services listed by the attached contract and based upon the solicitation,
including all terms, conditions, specifications, amendments, etc., and the Contractor's Offer as accepted by the State.
This Contract shall henceforth be referred to as Contract No.
ADSP015-093839
The Contractor has been cautioned not to commence any billable work or to provide any material or service under this
contract until Contractor receives purchase order, contact release document or written notice to proceed.
State of Arizona '/g_
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Awarded t is
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Scope of Work
Contract No;
Description:
ADSP015-093839
Computer Hardware including Peripherals and Associated Services
1.
Introduction
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
The State of Arizona, its Agencies, Boards and Commissions (State), as well as authorized Cooperative
Members, have an ongoing requirement for the products and services as described herein. This NASPO Value
Point Participating Addendum (PA) is developed by and for the State of Arizona. This PA is based on the award
of a competitively solicited procurement, performed in concert with NASPO Value Point and the State of
Minnesota.
2.
Background
In 2014, the State of Minnesota competitively solicited offers from national and regional Contractors for the
provision of computer hardware and associated services.
Specifically, the categories of equipment are;
Desktops, Laptops, Tablets, Servers and Storage. The result of this procurement was the award of thirty-two (32)
Master contracts that became effective on April 1, 2015. Per the procedure outlined on the NASPO Value Point
website and other materials, an interested participating state, must develop a Participating Addendum (PA) with
the Contractors of their choosing.
The Participating Addendum (PA) must adhere to the requirements of the Master Contract as awarded and
negotiated by the State of Minnesota. However, each individual PA may stipulate specific requirements, such as
terms and conditions and other contract features are mandated or desired by each participating State.
3.
State of Arizona Requirements
The State of Arizona shall engage various Contractors through the PA process and award. For this particular PA,
the Contractor shall be: Dell Marketing LP. As per award, the Contractor shall provide the following equipment
as specified in the Master Contract MNWNC-108: Desktops, Laptops, Tablets, and Servers including
accessories/peripherals and associated services.
For clarity, the definitions as used in the Master Contract shall be used, but have been modified for this PA. The
definitions are as follows:
Desktop - A personal computer intended for regular use at a single location. Typically comes in several units
connected together during installation: (1) processor, (2) display monitor, (3) input devices, ie., keyboard and
mouse. Desktop virtualization endpoints such as zero and thin clients shall also be included if available
from this Contractor.
Laptop - Is a personal computer for mobile use. A laptop includes a display, keyboard, point device such as a
touchpad and speakers into a single unit. A laptop can be used away from an outlet using a rechargeable battery.
This Band may include notebooks, ultrabooks, and netbooks. Computers with mobile operating systems will also
be included under this Band.
Peripherals - A peripheral means any hardware product that can be attached to or added within or networked
with computers, servers and storage. Peripherals extend the functionality of a computer without modifying the
core components of the system. Peripherals are defined as including accessories. Peripherals may be
manufactured by a third party, however, Contractor shall not offer any peripherals manufactured by another
Contracted Supplier holding a Master Agreement. The Contractor shall provide the warranty service and
maintenance for all peripherals.
Accessory - Accessories do not extend the functionality of the computer, but enhances the user experience i.e.
mouse pad, monitor stand. For the purposes of this proposal accessories are considered peripherals.
Tablet - A tablet is a mobile computer that provides a touchscreen which acts as the primary means of control.
Tablet band shall include notebooks, ultrabooks, and netbooks that are touchscreen capable.
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Scope of Work
Contract No;
Description:
ADSP015-093839
Computer Hardware including Peripherals and Associated Services
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
Services -
Broadly classed as installation/de-installation, maintenance support, minimal operation training,
migration, and optimization of products offered or supplied. These types of services shall include the following:
A.
Warranty Services;
B.
Equipment Maintenance;
C.
Installation, and De-installation;
D.
Factory Integration (software or equipment components);
E.
Asset Management;
F
Pre-Implementation Design;
G.
Disaster Recovery Planning and Support; and
H.
Equipment Operation Training
4.
Participating Addendum Allowances and Restrictions
This PA shall allow and restrict the following:
A.
Any network equipment that may include, routers, switches, security components, telephony, cabling
other networking devices is not allowed as a separate purchase. The network component must be a part
of the total equipment solution.
B.
The only allowable software is operating system software and is subject to equipment configuration limits.
Commercial off-the shelf (COTS) application software is not allowed;
C.
Software must be pre-loaded or provided as an electronic link with the initial purchase, exception is noted
immediately below;
C1.
Software such as middleware which is not installed on the equipment but is related to storage and
server equipment purchased, is allowed and may be procured after the initial purchase of the
equipment,
D.
Services must be related to the equipment. No additional professional services, such as consulting,
regardless of length of engagement, is allowed;
E.
Wireless phone and internet service is not allowed;
F.
Cellular equipment and accessories are not allowed;
G.
Cloud services including acquisitions structured as managed on-site services are not allowed;
H.
Managed Print Services is not allowed
I.
Hosting Services are not allowed;
J.
Software training, or any other training other than equipment operation training, is not allowed;
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Scope of Work
Contract No;
ADSP015-093839
Description:
Computer Hardware including Peripherals and Associated Services
K.
Employee Purchase Programs are not allowed in this PA; and
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
L.
Trade-In and Recycle Programs or offerings are not allowed in this PA.
5.
Leasing and Rental Options
Leasing and rental options are allowable for the acquisition of the awarded equipment, if the Contractor provides
this option. A Master Lease or Master Rental Agreement will not be negotiated by the State. Each Eligible
Agency or Ordering Entity who chooses to pursue either method, shall be responsible for the review, possible
negotiations, and signature on any leasing or rental documents. Additionally, it shall be clear that the Eligible
Agency or Ordering Entity has the final financial responsibility. The following shall apply to all State agencies,
boards and commissions. All cooperative members shall seek guidance from their internal Finance Department
for applicability:
A. Capital and operating lease agreements, as well as straight rental agreements, between the Contractor and
any Eligible Agency or Ordering Entity are allowable under this Contract.
1.
Capital leases are those agreements which transfer title or ownership of the leased property at the end of
the lease or contain a provision for a bargain purchase option; and
2.
Operating leases are those agreements where agencies do not obtain title to or ownership of, only the
temporary possession and use of, the leased property.
B.
In the event of a conflict between the provisions of a lease agreement and Contract terms and conditions, the
Contract terms and conditions shall prevail.
C. Any State entity entering into a lease agreement as allowed herein shall follow the policies outlined in the
State of Arizona Accounting Manual. Any questions as to the State's policy should be directed to the ADOA
General Accounting Office. Inquiries can be sent via email to gaopolicy@azdoa.gov.
D. To ensure compliance with Article 9, Section 5 of the State of Arizona Constitution, installment purchase
agreements, or those agreements where title to the property is transferred to the lessee at the inception of the
agreement, shall be prohibited under this contract.
6.
Configuration Limits
The dollar limits below are based on a single computer configuration. This is not a restriction on the purchase of
multiple configurations. Example - an entity may purchase 10 laptops at $1 OK each for a total purchase price of
$1 OOK. Configuration is defined as the combination of hardware and software components that make up the total
functioning system. Software purchases are considered a part of the configuration limit on the equipment.
Servers
$750,000
Storage
$1,000,000
Desktops
$10,000
Laptops
$10,000
Tablets
$5,000
Peripherals
$25,000
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Scope of Work
Contract No;
Description:
ADSP015-093839
Computer Hardware including Peripherals and Associated Services
7.
Reporting
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
At a minimum the Contractor shall provide sales reports as outlined in the Master contract and sample
Participating Addendum, as provided by NASPO Value Point. Sales reports will only be requested as needed by
either the State or any Ordering Entity.
More importantly for this PA, is Contractor's compliance to Item 8,
Administrative Fee and Usage Reports as stated in the Special Terms and Conditions of this document.
8.
ePEAT
The State of Arizona has not waived this requirement. At a minimum the Contractor shall be ePEAT Bronze
compliant.
9.
Utilization of Partners
The Contractor may offer partners to provide additional services in support of this contract. The partners may
provide the following:
A.
Marketing and Sales;
B.
Product Fulfillment;
C.
Customer Service;
D.
Expediting Services; and
E.
Administrative Services;
E1.
Purchase Order Acceptance, and
E2.
Accounts Receivable
If the Contractor chooses to allow partners to provide administrative services as noted above, Contractor has the
responsibility to vet or ensure the partners capabilities including their financial systems and business processes to
accept and process contract obligation and financial documents timely and accurately. The ultimate responsibility
for the performance of these partners, rests with the Contractor. The State or any Ordering Entity shall not be
obligated or forced to utilize a partner or partners.
Contractor may provide up to ten (10) partners. Contractor may remove and add partners within the contract
term, as long as the State receives timely notification of these changes. All notifications shall be in writing. At a
minimum, the notification shall include:
A.
The name of the Partner;
B.
Address;
C.
Contact Name(s);
D.
Phone and Email Contact Information; and
E.
Description of the Services they will provide.
A
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Scope of Work
Contract No;
Description:
ADSP015-093839
Computer Hardware including Peripherals and Associated Services
10.
Current Product and Pricing Schedules
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
The Contractor is responsible to ensure that any changes made to the Product and Pricing Schedules are current
and are accurate. It is required that the Contractor provide a Product and Pricing Schedule update to the State
for each update provided to the NASPO Value Point Lead State. Notification regarding any changes shall be
made in writing within thirty (30) days of when notification was provided to the NASPO Value Point Lead State.
11.
Website Ordering or Punch-Out Capabilities
The State reserves the right to work with the Contractor at a later date, to initiate and implement a web enabled
ordering mechanism, including a punch-out feature into the State's e-procurement system, ProcureAZ.
12.
Ordering Instruments
Any order for equipment, or services, shall be placed with the Contractor or their approved Partner by either a
valid purchase order or a governmenUcommercially sponsored procurement card (P Card).
Private and or
individual credit may not be accepted.
Any credit card processing fees that may be imposed by the Contractor shall be listed as a separate line item on
any invoice. The imposition of processing fees should be carefully considered by the Contractor and should not
exceed the following:
A.
For transactions of $25,000.00 or less, the Contractor may not charge a credit card fee; and
B.
For transactions greater than $25,000.00, the Contractor may charge a credit card fee that shall not
exceed 2.5%.
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Special Terms and Conditions
Contract No:
ADSP015-093839
Description:
Computer Hardware including Peripherals and Associated Services
1.
Purpose
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
Pursuant to provisions of the Arizona Procurement Code, A.RS. 41-2501 Et Seq. , the State of Arizona
intends to establish a Contract for the materials or services as listed herein.
2. Term of Contract
The term of the resultant Contract shall be effective the date specified on the Offer and Award or Signature page
and shall remain in effect unless terminated, cancelled, or extended as otherwise provided herein. The initial first
year term shall be July 1, 2015 to March 31, 2017 in order to coincide with the NASPO ValuePoint Master
Contract.
3.
Contract Extensions
The Contract term is for the stated period subject to additional successive periods of twelve (12) months per
extension with a maximum aggregate including all extensions not to exceed five (5) years.
4.
Master Contract and Participating Addendum Order of Precedence
As stated in the Participating Addendum of record, as posted on the NASPO Value Point website, the contract
order of precedence for this PA is as follows:
4.1
State of Arizona Participating Addendum;
4.2
Minnesota NASPO ValuePoint Master Agreement;
4.3
The Solicitation including all Addendums; and
4.4
Contract Vendors response to the Solicitation
5. Non-Exclusive Contract
This contract has been awarded with the understanding and agreement that it is for the sole convenience of the
State of Arizona. The State reserves the right to obtain like goods or services from another source when
necessary. Off-contract purchase authorization(s) may be approved by the State Procurement Office. Approvals
shall be at the exclusive discretion of the State and shall be final. Off-contract procurement shall be consistent
with the Arizona Procurement Code.
6. Eligible Agencies
This Contract shall be for the use of all State of Arizona departments, agencies, commissions and boards. In
addition, eligible State Purchasing Cooperative members may participate at their discretion. In order to participate
in this contract, a cooperative member shall have entered into a Cooperative Purchasing Agreement with the
Department of Administration, State Procurement Office as required by Arizona Revised Statues§ 41-2632.
Membership in the State Purchasing Cooperative is available to all Arizona political subdivisions including cities,
counties, school districts, and special districts. Membership is also available to all non-profit organizations, as
well as State governments, the US Federal Government and Tribal Nations. Non-profit organizations are defined
in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the internal revenue service under section
501(c)(3) through 501(c)(6).
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State of Arizona
•
Special Terms and Conditions
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
Contract No:
ADSP015-093839
Description:
Computer Hardware including Peripherals and Associated Services
7.
Estimated Quantities
The State anticipates considerable activity resulting from contract( s) that will be awarded as a result of this
solicitation; however, no commitment of any kind is made concerning quantities actually acquired and that fact
should be taken into consideration by each potential Contractor.
8. Administrative Fee and Usage Reports
Method of Assessment. At the completion of each quarter, the Contractor reviews all sales under their contract in
preparation for submission of their Usage Report. The Contractor identifies all sales receipts transacted by
members of the State Purchasing Cooperative and assesses one percent (1.0%) of this amount in their Usage
Report. An updated list of State Purchasing Cooperative members may be found at: https://spo.az.gov/state-
purchasinq-coooerative. At its option, the State may expand or narrow the applicability of this fee. The State shall
provide thirty (30) written notice prior to exercising or changing this option. The Contractor shall summarize all
sales, along with all assessed Administrative Fee amounts within their Usage Report, including total amounts for
the following:
8.1
Total sales receipts from State agencies, boards and commissions;
8.2
Total sales receipts from members of the State Purchasing Cooperative; and
8.3
Total Administrative Fee amount based on one percent (1.0%) of the sales receipts from members of the
State Purchasing Cooperative.
Submission of Reports and Fees. Within thirty (30) days following the end of the quarter, the Contractor submits
their Usage Report and if applicable, a check in the amount of one percent (1 %) of their sales receipts from
members of the State Purchasing Cooperative, to the Department of Administration, State Procurement Office.
Contractors are required to use the State's current report templates unless you have authorization from your
contract officer to use a different format. You need to complete Form 799, which is a cover letter that gives the
totals of your transactions; and Form 801, which is an Excel spreadsheet that details your transactions. Sales to
state agencies and the cooperative members are to be totaled separately.
The most current forms can be
downloaded at https://spo.az.gov/statewide-contracts-administrative-fee.
The submission schedule for Administrative Fees and Usage reports shall be as follows:
FY 01, July through September
FY 02, October through December
FY 03, January through March
FY 04, April through June
Due October 31
Due January 31
Due by April 30
Due by July 31
Usage Reports and any questions are to be submitted by email to the state's designated usage report email address:
usaqe@azdoa.gov
Administrative Fees shall be made out to the "State Procurement Office" and mailed to:
Department of Administration
General Services Division
ATTN: "Statewide Contracts Administrative Fee"
100 N. 15th Avenue, Suite 202
Phoenix, AZ 85007
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Special Terms and Conditions
Contract No:
ADSP015-093839
Description:
Computer Hardware including Peripherals and Associated Services
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
The Administrative Fee shall be a part of the Contractor's unit prices and is not to be charged directly to the
customer in the form of a separate line item. Statewide contracts shall not have separate prices for State Agency
customers and State Purchasing Cooperative customers.
Contractor's failure to remit administrative fees in a timely manner consistent with the contract's requirements may
result in the State exercising any recourse available under the contract or as provided for by law.
9.
Licenses
The Contractor shall maintain in current status, all federal, state and local licenses and permits required
for the operation of the business conducted by the Contractor.
10. Authorization to Purchase
Authorization for the purchase of equipment or services shall be made only upon the issuance of a Purchase
Order or a government/commercial procurement card/credit card. The Purchase Order will indicate the contract
number and the dollar amount of funds authorized. The Contractor shall only be authorized to perform up to the
amount on the Purchase Order or the accepted quotation document. The State shall not have any legal
obligation to pay for goods or services in excess of the amount indicated on the Purchase Order or accepted
quotation document. No further obligation for payment shall exist unless:
10.1
The Purchase Order is changed or modified with an official Change Order, and/or
10.2
An additional Purchase Order is issued for the purchase of good and services under this Contract.
11. Invoicing
All billing notices or invoices shall be sent to the agency whose address appears on the contract release
order/purchase order as the 'bill to address' and should contain, at a minimum, the information listed below.
10.1
The contract number, as applicable, the Task Order number, and the contract release/purchase order
number;
10.2
Name and address of the contractor;
10.3
The Contractor's remittance address;
10.4
Contractor's representative to contact concerning billing questions;
10.5
Contractual payment terms;
10.6
Applicable taxes; and
10.7
Description of work products delivered.
12. Compliance with Applicable Laws - Negotiated
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 licenses and permit requirements. Contractor represents
and warrants to the State that Contractor has the skill and knowledge possessed by members of its trade or
profession and Contractor will apply that skill and knowledge with care and diligence so Contractor and
Contractor's employees and any authorized subcontractors shall perform the Services described in this
Contract.
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Special Terms and Conditions
Contract No:
ADSP015-093839
Description:
Computer Hardware including Peripherals and Associated Services
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
Contractor represents that any Dell-branded products provided through this Contract shall be free of viruses,
backdoors, worms, spyware, malware and other malicious code that will hamper performance of the Materials,
collect unlawful personally identifiable information on users or prevent the Materials from performing as required
under the terms and conditions of this Contract.
13. Price Adjustment - Negotiated
Contractor discounts accepted and subsequently awarded by a Contract shall remain in effect for a
minimum of one (1) term. The Contractor may request a price adjustment, but the State will not review or
approve an increase until the Contract has been in effect for the initial term. Contractor shall provide written
justification for any price adjustment requested. Any price increase adjustment, if approved, will be effective
upon execution of a written Contract amendment. In the advent of a price increase authorization allowed by the
Lead State of Minnesota, this PA will be modified accordingly
14. Payment Procedures
The State will not make payments to any Entity, Group or individual other than the Contractor with the Federal
Employer Identification (FEI) Number identified in the Contract. Contractor invoices requesting payment to
any Entity, Group or individual other than the contractually specified Contractor shall be returned to the
Contractor for correction.
The Contractor shall review and insure that the invoices for services provided show the correct Contractor name
prior to sending them for payment.
If the Contractor Name and FEI Number change, the Contractor shall complete an "Assignment and Agreement"
form transferring contract rights and responsibilities to the new Contractor. The State shall indicate consent on
the form. A written Contract Amendment shall be signed by both parties and a new W-9 form shall be submitted
by the new Contractor and entered into the system prior to any payments being made to the new Contractor.
15. Order Process
The award of a Contract shall be in accordance with the Arizona Procurement Code. Any attempt to
represent any material and/or service not specifically awarded as being under contract with the State is a
violation of the Contract and the Arizona Procurement Code. Any such action is subject to the legal and
contractual remedies available to the State inclusive of, but not limited to, contract cancellation, suspension
and/or debarment of the Contractor.
16. Offshore Performance of Work Prohibited
Due to security and identity protection concerns, direct services under this contract shall be performed
within the borders of the United States. Any services that are described in the specifications or scope of work
that directly serve the State of Arizona or its clients and may involve access to secure or sensitive data or
personal client data or development or modification of software for the State shall be performed within the
borders of the United States. Unless specifically stated otherwise in the specifications, this definition 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.
17. First Party Limitation of Liability- Refer to Master MNWNC-108, Section 33
',
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Special Terms and Conditions
Contract No:
ADSP015-093839
Description:
Computer Hardware including Peripherals and Associated Services
18. Access Constraints and Requirements
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
Contractor access to State facilities and resources shall be properly authorized by State personnel, based on
business need and will be restricted to least possible privilege. Upon approval of access privileges, the
Contractor shall maintain strict adherence to all policies, standards, and procedures. Policies I Standards,
ADOA I ASET Policies I Procedures, and Arizona Revised Statues (ARS) 28-447, 28-449, 28-450, 38-421, 13-
2408, 13-2316, 41-770).
Failure of the Contractor, its agents or subcontractors to comply with policies, standards, and procedures
including any person who commits an unlawful breach or harmful access (physical or virtual) will be subject to
prosecution under all applicable state and I or federal laws.
Any and all recovery or reconstruction costs or other liabilities associated with an unlawful breach or harmful
access shall be paid by the Contractor.
19. 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.RS. § 41-2531 and § 41-2532 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 employees and members of the
public who are not individuals with disabilities.
20. Health Insurance Portability and Accountability Act of 1996
The Contractor warrants that it is familiar with the requirements of HIPAA, as amended by the Health Information
Technology for Economic and Clinical Health Act (HITECH Act) of 2009, and accompanying regulations and will
comply with all applicable HIPAA requirements in the course of this Contract. Contractor warrants that it will
cooperate with the State in the course of performance of the Contract so that both the State and the Contractor
will be in compliance with HIPAA, including cooperation and coordination with the ADOA-ASET Office,
the
Statewide Information Security and Privacy Office (SISPO) Chief Privacy Officer and HIPAA Coordinator, and
other compliance officials required by HIPAA and its regulations. Contractor will sign any documents that are
reasonably necessary to keep the State and Contractor in compliance with HIPAA, including but not limited to,
business associate agreements.
If requested, the Contractor agrees to sign a "Pledge to Protect Confidential Information" and to abide by the
statements addressing the creation, use and disclosure of confidential information, including information
designated as protected health information and all other confidential or sensitive information as defined in policy.
In addition, if requested, Contractor agrees to attend or participate in job related HIPAA training that is: (1)
intended to make the Contractor proficient in HIPAA for purposes of performing the services required and (2)
presented by a HIPAA Privacy Officer or other person or program knowledgeable and experienced in HIPAA and
who has been approved by the ADOA-ASET/SISPO Chief Privacy Officer and HIPAA Coordinator.
21. Indemnification - Negotiated
To the extent allowed 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 "lndemnitee") from and against third party 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 gross 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
PROCURE.AZ.GOV
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27
Special Terms and Conditions
Contract No:
ADSP015-093839
Description:
Computer Hardware including Peripherals and Associated Services
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
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 lndemnitee shall, in all instances,
except for Claims arising solely from the gross negligent or willful acts or omissions of the lndemnitee, be
indemnified by Contractor from and against third party claims. It is agreed that Contractor will be responsible for
primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration
of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona,
its officers, officials, agents and employees for losses arising from the work performed by the Contractor for the
State of Arizona.
This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or
university of the State of Arizona.
22. Intellectual Property Indemnification
Indemnification - Patent and Copyright. With respect solely to Materials provided or proposed by Contractor or
Contractor's agents, employees, or subcontractors (each a "Contractor Party") for performance of this Contract,
Contractor shall indemnify, defend and hold harmless the State, its departments, agencies, boards,
commissions, universities, officers, agents and employees (collectively, the "lndemnitee"), against any third-
party claims for liability, including, but not limited to, reasonable costs and expenses, including attorneys' fees,
for infringement or violation of any patent, trademark, copyright or trade secret, by such Materials or the State's
use thereof.
In addition, with respect to claims arising from computer hardware or software manufactured or developed solely
by a third party, Contractor shall pass through to the State such indemnity rights as it receives from such third
party (the "Third Party Obligation") and will cooperate in enforcing them; provided, however, that (i) if the third
party manufacturer fails to honor the Third Party Obligation, or (ii) the Third Party Obligation is insufficient to fully
indemnify the State, Contractor shall indemnify, defend and hold harmless the State against such claims in their
entirety or for the balance of any liability not fully covered by the Third Party Obligation.
The State shall reasonably notify the Contractor of any claim for which Contractor may be liable under this
section. If the Contractor is insured pursuant to A.RS. § 41-621 and § 35-154, this section shall not apply.
Contractor shall have control, subject to the reasonable approval of the State, of the defense of any action on
such claim and all negotiations for its settlement or compromise, provided, however, that when substantial
principles of government or public law are involved or when involvement of the State is otherwise mandated by
law, the State may elect, in its sole and absolute discretion, to participate in such action at its own expense with
respect to attorneys' fees and costs, but not liability, and the State shall have the right to approve or disapprove
any settlement, which approval shall not be unreasonably withheld or delayed. The State shall reasonably
cooperate in the defense and any related settlement negotiations.
If Contractor believes at any time that any Materials provided or in use pursuant to this Contract infringe a third
party's intellectual property rights, Contractor shall, at Contractor's sole cost and expense, and upon receipt of
the State's prior written consent, which shall not be unreasonably withheld, (i) replace an infringing Material with
a non-infringing Material; (ii) obtain for the State the right to continue to use the infringing Material; or (iii) modify
the infringing Material to be non-infringing, provided that following any replacement or modification made
pursuant to the foregoing, the Material continues to function in accordance with the Contract. Contractor's failure
or inability to accomplish any of the foregoing shall be deemed a material breach of this Contract.
Notwithstanding the foregoing, Contractor shall not be liable for any claim for infringement based solely on any
lndemnitee's:
(i) modification of Materials provided by Contractor other than as contemplated by the Contract or the
specifications of such Materials or as otherwise authorized or proposed in any way by Contractor or a
Contractor Party;
PROCURE.AZ.GOV
•
Special Terms and Conditions
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
Contract No:
ADSP015-093839
Description:
Computer Hardware including Peripherals and Associated Services
(ii) use of the Materials in a manner other than as contemplated by this Contract or the specifications of such
Materials, or as otherwise authorized or proposed in any way by Contractor or a Contractor Party; or
(iii) use of the Materials in combination, operation, or use with other products in a manner not contemplated by
the Contract, or, the specifications of such Materials, or as otherwise authorized or proposed in any way by
Contractor or a Contractor Party.
Contractor certifies, represents and warrants to the State that it has appropriate systems and controls in place
to ensure that State funds will not be used in the performance of the Contract for the acquisition, operation or
maintenance of Materials in violation of intellectual property laws.
23. 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, its 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.
A. MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide coverage at least as broad and with
limits of liability not less than those stated below.
1. Commercial General Liability - Occurrence Form
Policy shall include bodily injury, property damage, personal and advertising injury and broad form contractual
liability.
•
General Aggregate
•
Products - Completed Operations Aggregate
$2,000,000
$1,000,000
$1,000,000
$
50,000
$1,000,000
•
Personal and Advertising Injury
•
Damage to Rented Premises
•
Each Occurrence
a.
The policy shall be include the following additional insured language: "The State of Arizona, and
its departments, agencies, boards, commissions, universities, officers, officials, agents,
and employees shall be named as additional insureds with respect to liability arising out
of the activities performed by or on behalf of the Contractor." Such additional insured shall
be covered to the full limits of liability purchased by the Contractor, even if those limits of liability
are in excess of those required by this Contract.
b. Policy shall contain a waiver of subrogation endorsement (Blanket Endorsements are not
acceptable) 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
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Special Terms and Conditions
State of Arizona
State Procurement Office
100 North 151h Avenue, Suite 201
Phoenix, AZ 85007
Contract No:
Description:
ADSP015-093839
Computer Hardware including Peripherals and Associated Services
a.
The policy shall include the following additional insured language: "The State of Arizona, and
its departments, agencies, boards, commissions, universities, officers, officials, agents,
and employees shall be named 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 or borrowed by the Contractor." Such additional insured shall be covered to the
full limits of liability purchased by the Contractor, even if those limits of liability are in excess of
those required by this Contract.
b. Policy shall contain a waiver of subrogation endorsement (Blanket Endorsements are not
acceptable) 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.
c.
Policy shall contain a severability of interest provision.
3. Worker's Compensation and Employers' Liability
•
Workers' Compensation
•
Employers' Liability
Each Accident
Disease - Each Employee
Disease - Policy Limit
Statutory
$1,000,000
$1,000,000
$1,000,000
a.
Policy shall contain a waiver of subrogation endorsement (Blanket Endorsements are not
acceptable) 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: Separately, EACH contractor or subcontractor exempt under
A.RS. § 23-901, AND when such contractor or subcontractor executes the appropriate waiver
(Sole Proprietor/Independent Contractor) form.
B. ADDITIONAL INSURANCE REQUIREMENTS: The policies are to contain, or be endorsed to contain, the
following provisions:
1. The Contractor's policies shall stipulate that the insurance afforded the Contractor shall be primary insurance
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.RS.§ 41-621 (E).
2.
Coverage provided by the Contractor shall not be limited to the liability assumed under the indemnification
provisions of this Contract.
C. NOTICE OF CANCELLATION: With the exception of (10) day notice of cancellation for non-payment of premium,
any changes material to compliance with this contract in the insurance policies above shall require (30) days
written notice to the State of Arizona. Such notice shall be sent directly to the Department and shall be sent by
certified mail, return receipt requested.
D. ACCEPTABILITY OF INSURERS: Contractors 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.
E. VERIFICATION OF COVERAGE: Contractor shall furnish the State of Arizona with certificates of insurance
(ACORD form or equivalent approved by the State of Arizona) as required by this Contract. The certificates for
each insurance policy are to be signed by an authorized representative.
PROCURE.AZ.GOV
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16
27
Special Terms and Conditions
Contract No:
ADSP015-093839
Description:
Computer Hardware including Peripherals and Associated Services
State of Arizona
State Procurement Office
100 North 15tl1 Avenue, Suite 201
Phoenix, AZ 85007
All certificates and endorsements are to be received and approved by the State of Arizona 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.
All certificates required by this Contract shall be sent directly to the Department. The State of Arizona
project/contract number and project description are to 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.
F. APPROVAL: Any modification or variation from the insurance requirements in this Contract shall be made by the
contracting agency in consultation with the Department of Administration, Risk Management Division. Such action
will not require a formal Contract amendment, but may be made by administrative action.
G. 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 then none of the above shall
apply.
24.
Compliance Requirements for A.R.5. § 41-4401, Government Procurement: e-Verify Requirement
The Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and
warrants its compliance with Section A.RS.§ 23-214, Subsection A. (That subsection
reads: "After December
31, 2007, every employer, after hiring an employee, shall verify the employment eligibility
of
the
employee
through the E-Verify program.)
A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a
material
breach of the Contract and the Contractor may be subject to penalties up to and including termination of the
Contract.
Failure to comply with a State audit process to randomly verify the employment records of Contractors and
subcontractors shall be deemed a material breach of the Contract and the Contractor may be subject to penalties
up to and including termination of the Contract.
The State Agency retains the legal right to inspect the papers of any employee who works on the Contract to
ensure that the Contractor or subcontractor is complying with the warranty under paragraph One (1 ).
25.
Negotiated Uniform Terms and Conditions
The following terms and conditions have been negotiated, and based on contract order of precedence shall be
placed in the Special Terms and Conditions for greater clarity and position.
25.1.
Audit. Pursuant to ARS § 35-214, at any reasonable time during the term of this Contract and five (5)
years thereafter, the Contractor's books and records shall be subject to audit by the State and, where
applicable, the Federal Government, only to the extent that the books and records relate to the
performance of the Contract or Subcontract.
25.2
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 shall not use or release
these materials without the prior written consent of the State.
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27
•
Special Terms and Conditions
Contract No:
ADSP015-093839
Description:
Computer Hardware including Peripherals and Associated Services
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
25.3
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.
Notwithstanding the above, the Purchasing Entity will not own any of the Contract Vendor's pre-existing
intellectual property that was created prior to the Master Agreement and which the Purchasing Entity did
not pay the Contract Vendor to create. Subject to payment in full for the products, equipment or services,
the Contract Vendor grants the Purchasing Entity a perpetual, irrevocable, non-exclusive, royalty free
license for Contract Vendor's pre-existing intellectual property that is contained in the products, materials,
equipment or services that are purchased through this Master Agreement. Contract Vendor will retain all
right, title and interest in and to all Intellectual Property Rights in or related to the services, or tangible
components thereof, including but not limited to (a) all know-how, intellectual property, methodologies,
processes, technologies, algorithms, software or development tools used in performing the services, and
(b) such ideas, concepts, know-how, processes and reusable reports, designs, charts, plans,
specifications, documentation, forms, templates or output which are developed, created or otherwise
used by or on behalf of Contract Vendor in the course of performing the services or creating the
deliverables, other than portions that specifically incorporate proprietary or Confidential Information or
data of Ordering Entity (collectively, the "Residual IP"), even if embedded in the deliverable.
25.4
Indemnification -
Contractor/Vendor Indemnification -
Please refer to Master MNWNC-108, Section
2C17
25.5
Public Agency Language - Please refer to Master MNWNC-108, Section 2C17
25.6
Indemnification Patent and Copyright - See Master MNWNC-108, Section 2C17
25. 7
Third Party Antitrust Violations - Contract Vendor irrevocably assigns to a Participating Entity any claim
for relief or cause of action which the Contract Vendor now has or which may accrue to the Contract
Vendor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a
Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to
time, in connection with any goods or services provided to the Contract Vendor for the purpose of
carrying out the Contract Vendor's obligations under this Master Agreement or Participating Addendum,
including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or
cause of action.
25.8
Warranties - The warranty provided must be the manufacturers written warranty tied to the product at the
time of purchase and must include the following:: (a) the Product performs according to the specifications
(b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is
designed and manufactured in a commercially reasonable manner, and (d) the Product is free of defects.
PROCURE.AZ.GOV
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27
State of Arizona
Special Terms and Conditions
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
Contract No:
Description:
ADSP015-093839
Computer Hardware including Peripherals and Associated Services
For third party products sold by the Contract Vendor, the Contract Vendor will assign the manufacturer or
publisher's warranty and maintenance. The Contract Vendor will provide warranty and maintenance call
numbers and assist the customer in engaging the manufacturer on warranty and maintenance issues.
Upon breach of the warranty, the Contract Vendor will repair or replace (at no charge to the Purchasing
Entity) the Product whose nonconformance is discovered and made known to the Contract Vendor. If the
repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contract
Vendor will refund the full amount of any payments that have been made. The rights and remedies of the
parties under this warranty are in addition to any other rights and remedies of the parties provided by law
or so ordered by the court.
25.9.
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, specifically to include the provision of a notice to cure any deficiency within thirty (30) days.
25.9
Termination for Convenience. Both parties reserves the right to terminate the Contract, in whole or in part
at any time 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.
PROCURE.AZ.GOV
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•
Uniform Terms and Conditions
Contract No.
Description::
ADSP015-093839
Computer Hardware including Peripherals and Associated Services
1.
Definition of Terms
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows:
1.1.
"Attachment" means any item the Solicitation requires the Offeror to submit as part of the Offer.
1.2.
"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" means a written document signed by the Procurement Officer that is issued for the
purpose of making changes in the Contract.
1.4.
"Contractor' means any person who has a Contract with the State.
1.5.
"Days" means calendar days unless otherwise specified.
1.6.
"Exhibit" means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the
Solicitation.
1.7.
"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" 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" 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" means the furnishing of labor, time or effort by a contractor or subcontractor which does not involve the
delivery of a specific end product other than required reports and performance, but does not include employment
agreements or collective bargaining agreements.
1.11.
"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.
1.12.
"State" means the State of Arizona and Department or Agency of the State that executes the Contract.
1.13.
"State Fiscal Year" means the period beginning with July 1 and ending June 30.
2.
Contract Interpretation
2.1.
Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform Commercial Code
as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.RS.) Title
41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.AC.) Title 2, Chapter 7.
2.2.
Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of
this Contract as if fully stated in it.
2.3.
Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the
State and as they may be amended, the following shall prevail in the order set forth below:
2.3.1.
Special Terms and Conditions;
2.3.2.
Uniform Terms and Conditions;
2.3.3.
Statement or Scope of Work;
2.3.4.
Specifications;
2.3.5.
Attachments;
PROCURE.AZ.GOV
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27
Uniform Terms and Conditions
Contract No.
ADSP015-093839
Description::
Computer Hardware including Peripherals and Associated Services
2.3.6.
Exhibits;
2.3.7.
Documents referenced or included in the Solicitation.
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
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.
Contract Administration and Operation
3.1.
Records. Under A.RS. § 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 non-compliance of the materials,
the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.
3.5.
Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on
the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to
the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on
the Solicitation 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 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.
PROCURE.AZ.GOV
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27
•
Uniform Terms and Conditions
State of Arizona
State Procurement Office
100 North 151h Avenue, Suite 201
Phoenix, AZ 85007
Contract No.
Description::
ADSP015·093839
Computer Hardware including Peripherals and Associated Services
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.RS. § 41-4401, Contractor warrants compliance with all Federal
immigration laws and regulations relating to employees and warrants its compliance with Section A.RS.§ 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.
Costs and Payments
4.1.
Payments. Payments shall comply with the requirements of A.RS. 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. 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.
Applicable Taxes.
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.
PROCURE.AZ.GO\!
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•
Uniform Terms and Conditions
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
Contract No.
ADSP015-093839
Description::
Computer Hardware including Peripherals and Associated Services
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.RS. 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. 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.
4.5.
Availability of Funds for the current State fiscal year. 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.
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.
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 Aqencv) 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,
PROCURE.AZ.GOV
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27
State of Arizona
Uniform Terms and Conditions
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
Contract No.
Description::
ADSP015-093839
Computer Hardware including Peripherals and Associated Services
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 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.RS.§ 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.
PROCURE.AZ.GOV
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Uniform Terms and Conditions
Contract No.
Description::
7.
Warranties
ADSP015-093839
Computer Hardware including Peripherals and Associated Services
State of Arizona
State Procurement Office
100 North 151h Avenue, Suite 201
Phoenix, AZ 85007
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 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 Applicable 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.RS. § 12-510, except as provided in A.RS. § 12-529, the State is not
subject to or barred by any limitations of actions prescribed in A.RS., 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.
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
. ~ !·. :
P R 0 C U R E . A Z . G 0 V
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PARTICIPATING ADDENDUM
NASPO ValuePoint COOPERATIVE PURCHASING PROGRAM
Computer Equipment
Administered by the State of Minnesota (hereinafter "Lead State")
1. Scope
MASTER AGREEMENT
Master Agreement No: MNWNC-108
Dell Marketing, L.P.
(hereinafter "Contractor")
And
State of Arizona
(hereinafter ''Participating State/Entity'')
Page 1of4
This addendum allows for purchase of the following Computer Equipment/Services:
Desktops, Laptops, Tablets, and Servers, led by the State of Minnesota along with a multi-
state sourcing team for use by state agencies and other entities located in the Participating
State/Entity that is authorized by that state's statutes to utilize state /entity contracts, and
which receives prior written approval of the state's chief procurement official.
The original solicitation contains the requirements and definitions establishing the following
Product Bands allowed on the Master Agreement. The Master Agreement identifies the
bands awarded to the Contract Vendor. The configuration limits and restrictions for the
Master Agreement are provided with revisions identified by the Participating State in this
Participating Addendum.
2. Participation
Use of specific NASPO ValuePoint cooperative contracts by agencies, political subdivisions
and other entities (including cooperatives) authorized by an individual state's statutes to use
state/ entity contracts are subject to the prior approval of the respective State Chief
Procurement Official. Issues of interpretation and eligibility for participation are solely
within the authority of the State Chief Procurement Official.
3.0rderofPrecedence
A Participating Entity's Participating Addendum ("PA"); A Participating Entity's Participating
Addendum shall not diminish, change, or impact the rights of the Lead State with regard to
the Lead State's contractual relationship with the Contract Vendor under the Terms of
Minnesota NASPO ValuePoint Master Agreement.
Minnesota NASPO ValuePoint Master Agreement (includes negotiated Terms & Conditions)
The Solicitation including all Addendums; and
Contract Vendor's response to the Solicitation
PARTICIPATING ADDENDUM
NASPO ValuePoint COOPERATIVE PURCHASING PROGRAM
Computer Equipment
Administered by the State of Minnesota (hereinafter "Lead State")
MASTER AGREEMENT
Master Agreement No: MNWNC-108
Dell Marketing, L.P.
(hereinafter "Contractor")
And
State of Arizona
(hereinafter "Participating State/Entity")
Page 2 of 4
These documents shall be read to be consistent and complementary. Any conflict among
these documents shall be resolved by giving priority to these documents in the order listed
above. Contract Vendor terms and conditions that apply to this Master Agreement are only
those that are expressly accepted by the Lead State and must be in writing and attached to
the Master Agreement as an Exhibit or Attachment. No other terms and conditions shall
apply, including terms and conditions listed in the Contract Vendor's response to the
Solicitation, or terms listed or referenced on the Contract Vendor's website, in the Contract
Vendor quotation/sales order or in similar documents subsequently provided by the
Contract Vendor. The solicitation language prevails unless a mutually agreed exception has
been negotiated.
4. Participating State Modifications or Additions to Master Agreement
The State of Arizona Participating Addendum shall include the following mandatory
additions that are hereby attached; Arizona Offer and Acceptance Form, Scope of Work,
Uniform Terms and Conditions, and Special Terms and Conditions.
5. Primary Contacts: The primary contact individuals for this Participating Addendum
are as follows (or their named successors):
Contractor
Name
David White
Address
One Dell Way, Mailstop 8707, Round Rock, TX 78682
Telephone
Fax
E-mail
David F White(@dell.com
Name
Address
8707, Round Rock, TX 78682
Telephone
Fax
E-mail
Diane Wiginqton@dell.com
PARTICIPATING ADDENDUM
NASPO ValuePoint COOPERATIVE PURCHASING PROGRAM
Computer Equipment
Administered by the State of Minnesota (hereinafter "Lead State")
MASTER AGREEMENT
Master Agreement No: MNWNC-108
Dell Marketing, L.P.
(hereinafter "Contractor")
And
State of Arizona
(hereinafter "Participating State/Entity")
Page 3of4
Participating Entity
Name
Delia Walters
Address
100 N. 15th Avenue, Suite 201, Phx, AZ. 85007
Telephone
602-542-9125
Fax
602-542-5508
E-mail
delia.walters@azdoa.gov
6. Partner Utilization
Each state represented by NASPO ValuePoint participating in this Master Agreement
independently have the option of utilizing partners. Only partners approved by this
Participating State may be deployed. The participating State will define the process to add
and remove partners and may define the partner's role in their participating addendum. The
Contractors partners' participation will be in accordance with the terms and conditions set
forth in the aforementioned Master Agreement. Approved partners are: Partners may be
used but are unknown at this time.
7. Terms
The Participating State/Entity is agreeing to the terms of the Master Agreement only
to the extent the terms are not in conflict with applicable law.
8. Orders
Any Order placed by a Participating Entity or Purchasing Entity for a Product and/or Service
available from this Master Agreement shall be deemed to be a sale under (and governed by
the prices and other terms and conditions) of the Master Agreement unless the parties to the
Order agree in writing that another contract or agreement applies to such Order.
PARTICIPATING ADDENDUM
NASPO ValuePoint COOPERATIVE PURCHASING PROGRAM
Computer Equipment
Administered by the State of Minnesota (hereinafter "Lead State")
MASTER AGREEMENT
Master Agreement No: MNWNC-108
Dell Marketing, L.P.
(hereinafter "Contractor")
And
State of Arizona
(hereinafter "Participating State/Entity")
Page 4of4
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of
execution by both parties below.
Participating State:
Contractor:
By:
Name:
Amy Ivy
Title:
Contracts Manager
Date:
7/7/15
State of Arizona
Uniform Terms and Conditions
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
Contract No.
Description::
ADSP015-093839
Computer Hardware including Peripherals and Associated Services
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-conforming
performance or failure to perform the Contract, including expenses, costs and damages described in the Uniform
Terms and Conditions.
9.
Contract Termination
9.1.
Cancellation for Conflict of Interest. Pursuant to A.RS. § 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.RS. § 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.
PROCURE.AZ.GOV
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•
Uniform Terms and Conditions
State of Arizona
State Procurement Office
100 North 15th Avenue, Suite 201
Phoenix, AZ 85007
Contract No.
Description::
ADSP015-093839
Computer Hardware including Peripherals and Associated Services
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.
10. Contract Claims
All contract claims or controversies under this Contract shall be resolved according to A.RS. Title 41, Chapter 23, Article
9, and rules adopted thereunder.
11. 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.RS. § 12-1518, except as may be required by
other applicable statutes (Title 41 ).
12. 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.
PROCURE.AZ.GOV
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