CTR056380 Contract Documents

City of El Mirage — Regular Meeting (2024-08-20)

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Request for Proposal.
Solicitation No. BPM003541
Arizona Department of Administration
General Services Division
Security and Protection Systems - Statewide
1400 W Washington St., Ste. B200
Phoenix, AZ 85007
Offer and Acceptance Form
SUBMISSION OF OFFER: Undersigned hereby offers and agrees to provide Security and Protection Systems -
Statewide in compliance with the Solicitation indicated above and our Offer indicated by the latest dated version
below:
Initial Offer:
Revised Offers:
Best and Final Offer:
Corporate Technology Solutions, LLC
Offeror company name
1971 E 5th St., Ste 111
Address
Tempe AZ 85281
6/9/21
···
.
Date
Signature
Date
Signature
Date
Signature

Signature of person authorized to sign Offer
Curtis Johnson - Security Division Mgr
Printed name and title
Curtis Johnson - Security Division Mgr
Contact name and title
City I State I ZIP
27-0884582
480-377-0225 x238
602-397-0688
Federal tax identifier (EIN or SSN)
Cjohnson@ctscabling.com
Contact phone (office)
Contact phone (mobile)
Contact Email Address
CERTIFICATION: By signature in the above, Offeror certifies that it:
1.
will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State
Executive Order 2009-9 or A.R.S. § 41-1461 through 1465;
2.
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 will result in rejection of the Offer. Signing the Offer with a false statement will void the Offer, any resulting
contract, and may be subject to legal penalties under law;
3.
complies with A.RS.§ 41-3532 when offering electronics or information technology products, services, or maintenance; ad
4.
is not debarred from, or otherwise prohibited from participating in any contract awarded by federal, state, or local government.
ACCEPTANCE OF OFFER: State hereby accepts the initial Offer, Revised Offer, or Best and Final Offer identified by the latest date and
number at the top of this form (the Accepted Offer). Offeror is now bound (as Contractor) to carry out the Work under the attached Contract,
of which the Accepted Offer forms a part. Contractor is cautioned not to commence any billable work or to provide any material or perform
any service under the Contract until Contractor receives the applicable Order or written notice to proceed from the Procurement Officer.
State's Contract Number is:
Contract Effective Date:
Procurement Officer Signature
Award Date
ProcuremĻnt Officer Name
Title
Solicitation Offer Form
Page 1 of 2
CTR056380
July 28, 2021
Crista Clevenger, Procurement Manager
7/23/2021

Request for Proposal
Solicitation No. BPM003541
Description:
Security and Protection Systems - Statewide
Arizona Department of Administration
General Services Division
1400 W. Washington St., Ste. B200
Phoenix, AZ 85007

Template version 6.0 (28-JAN-2020)
Notice Page
1.0 What the State Is Soliciting
The Arizona Department of Administration, General Services Division, its Agencies,
Boards and Commissions (the State), as well as Cooperative Members, as authorized
under A.R.S.§ 41-2501 is seeking proposals from qualified contractors to provide
services, equipment and materials on an as-needed basis for Access Control Systems,
Intrusion Systems, and Closed Circuit Television (CCTV).
The State anticipates awarding multiple Contracts to begin providing services by a target
date of July 28, 2021.
The Special Terms and Conditions provide a more detailed definition of Eligible
Agencies.
List of all state agencies is available at: https://azdirect.az.gov/agencies
Active Co-Op Members List is available at: https://spo.az.gov/procurement-
services/cooperative-procurement/state-purchasing-cooperative .
OFFERORS SHOULD READ THE ENTIRE SOLICITATION CAREFULLY.
2.0 How and When Proposals Are Due
PROPOSAL DUE DATE AND TIME: Wednesday, June 9, 2021 at 2:00 PM Arizona
Time
Proposals will only be accepted online in “The State’s e-Procurement System” at
https://app.az.gov until the “Bid/Offer Due Date” indicated in “The State’s e-
Procurement System” for the Solicitation No. shown at the top of this page.
Proposals must be in the States possession online no later than the deadline indicated.
Submit technical inquiries about navigating and/or submitting proposals in the State’s e-
Procurement System to the State’s e-Procurement System Help Desk:
•
by phone at (602) 542-7600, option2; or
•
by email to app@azdoa.gov
LATE PROPOSALS WILL NOT BE CONSIDERED. No extension or grace period will be
given for delays or incomplete proposals caused by internet connectivity problems, file
uploading difficulties, or misunderstanding of the requirements or procedures for online
submission in “The State’s e-Procurement System”.

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3.0 Pre-Offer Conference
The State WILL NOT conduct a Pre-Offer Conference for this Solicitation.
4.0 Inquiries
Any question related to this Request for Proposal shall be submitted utilizing the State’s
“Discussions with Buyer” Tab in the e-procurement system. The Offeror shall not
contact or ask questions of the department for which the requirement is being procured.

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Table of Contents
Solicitation Summary .................................................................................................................................... 2
Scope of Work ............................................................................................................................................... 4
Pricing Document ........................................................................................................................................ 10
Special Terms and Conditions……………………………………………………….………………………...……….……………………14
Uniform Terms and Conditions ................................................................................................................... 40

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Solicitation Summary
1.0 What the State Is Soliciting
The Arizona Department of Administration, General Services Division, its Agencies, Boards and
Commissions (the State), as well as Cooperative Members, as authorized under A.R.S.§ 41-2501 is
seeking proposals from qualified contractors to provide services, equipment and materials on an
as-needed basis for Access Control Systems, Intrusion Systems, and Closed Circuit Television
(CCTV).
The State anticipates awarding multiple Contracts to begin providing services by a target date of
July 28, 2021.
The Special Terms and Conditions provide a more detailed definition of Eligible Agencies.
List of all state agencies is available at: https://azdirect.az.gov/agencies
Active Co-Op Members List is available at: https://spo.az.gov/procurement-services/cooperative-
procurement/state-purchasing-cooperative .
OFFERORS SHOULD READ THE ENTIRE SOLICITATION CAREFULLY.
2.0 How and When Proposals Are Due
PROPOSAL DUE DATE AND TIME: Wednesday, June 9, 2021 at 2:00 PM Arizona Time
Proposals will only be accepted online in “The State’s e-Procurement System” at
https://app.az.gov until the “Bid/Offer Due Date” indicated in “The State’s e-Procurement
System” for the Solicitation No. shown at the top of this page. Proposals must be in the States
possession online no later than the deadline indicated.
Submit technical inquiries about navigating and/or submitting proposals in the State’s e-
Procurement System to the State’s e-Procurement System Help Desk:
•
by phone at (602) 542-7600, option2; or
•
by email to app@azdoa.gov
LATE PROPOSALS WILL NOT BE CONSIDERED. No extension or grace period will be given for
delays or incomplete proposals caused by internet connectivity problems, file uploading
difficulties, or misunderstanding of the requirements or procedures for online submission in “The
State’s e-Procurement System”.

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3.0 Pre-Offer Conference
The State WILL NOT conduct a Pre-Offer Conference for this Solicitation.
4.0 Inquiries
Any question related to this Request for Proposal shall be submitted utilizing the State’s
“Discussions with Buyer” Tab in the e-procurement system. The Offeror shall not contact or ask
questions of the department for which the requirement is being procured.

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Scope of Work

1.0
Introduction
The Arizona Department of Administration, General Services Division (hereinafter referred to as the
"State") invites proposals from qualified Contractors to provide all services, equipment and materials for
Access Control Systems, Intrusion Systems, and Closed Circuit Television (CCTV) for an eligible agency on
an as-needed basis.

The State is seeking to establish one or more “statewide” contracts with qualified Contractors to begin
providing services by a target date of July 28, 2021
2.0
Purpose and Background
The purpose of this solicitation is to conduct a competitive process, in accordance with Arizona Revised
Statues (A.R.S.) §41-2501 to create a contract(s) from which the State and its Cooperative Members
(hereinafter referred to as Eligible Agencies) may acquire these products and services.
3.0
Definitions
Actual Parts Manufacturer - A manufacturer of equipment parts supplied direct to original equipment
manufacturers for incorporating into the production equipment and/or resale as replacement parts. The
original equipment manufacturer is the actual parts manufacturer for those parts produced solely by it.
Consumable Products – Products that are depleted or degraded while directly performing the services
required by this contract.
Drive Time – An hourly labor rate paid to compensate the primary worker along with any additional
helpers for their time spent traveling between the Contractor’s facility and the service location.
Emergency Repair – This is a priority designator that places this project above all others. A project with an
“emergency” designator is to be given necessary resources until completed.
Facilities Maintenance Coordinator (FMC) – The individual responsible for the department surveillance of
the work in accordance with the contract. The FMC communicates with the Contractor on needed
services and repairs. The FMC will participate in periodic quality inspections. The FMC will contact the
Contractor to request a repair or service.
Helper – If necessary, additional workers may be used to complete a project. Helpers have separate line
items for their labor rates.
Original Equipment Manufacturer – The manufacturer of the complete production equipment whether
assembled from parts of its own manufacturer or from parts or components furnished by other
manufacturers or a combination of both.
Preventive Maintenance (PM) – That service performed by the Contractor on a scheduled basis, which is
designed to keep the equipment/systems in proper operating condition. It includes a verification of
proper tolerances (tightness, fluid levels, voltages, etc.), and adjustments or other actions as necessary
and appropriate in accordance with the manufacturer’s maintenance specifications and as authorized in
the work order.

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Rework – To work again or to work again an additional time.
Trip Charge – A fee paid to compensate the Contractor for the distance (per mile) traveled by its
employees for round trips greater than 50 miles from the Contractor’s facility to the service location.
Quality Control – Those actions taken by the Contractor to control the production of services so that they
meet the requirements of the contract.
Quality Control Inspection (QC) – Those actions taken by FMC to check maintenance and repair services
to determine if they meet contract requirements.
4.0
General Requirements
4.1
Contractor(s) may be required to ensure that the facilities are in compliance with all existing
standards, codes, rules and regulations.
4.2
Contractor(s) are encouraged to offer any additional services their company provides and must
indicate those services in their proposal.
4.3
Contractor(s) must ensure all equipment is compatible to the best industrial standards and must
function as designed after installation.
4.4
All necessary wiring, fasteners, fittings, hardware, anchors, or other necessary miscellaneous
items, except specialty equipment, to successfully provide the services required herein shall be
provided by the Contractor(s) at no additional cost to the Eligible Agency.
4.5
Contractor(s) must designate a single point of contact to be the liaison for state information
technology staff to handle the day to day operations.
4.6
Contractor(s) may not apply surcharges for transportation, fuel, energy, insurance or any other
reason throughout the duration of the contract(s).
4.7
Contractor(s) must guarantee workmanship at Contractors’ expense for a period of twelve (12)
months from the date of installation.
4.8
Work shall be performed in accordance with manufactures’ recommendations and with all
current local codes, regulations, and installation guidelines.
4.9
The awarded Contractor(s) may be required to do some work after normal business hours;
however, it is anticipated that most work will be completed during normal business hours.
4.10 Once the Contractor has possession of the equipment to be installed, the responsibility of all
equipment, including storage during installation work, shall be at the awarded Contractors
expense when storage space is unavailable at the jobsite.
4.11 Contractor(s) staff is responsible for performing a standard site walk-through.
4.12 Contractor(s) shall provide competent personnel able to perform the specific scope of work
required.
4.12.1
Due to the nature of these scopes of work and the liability involved, each Eligible
Agency will have the final determination of competency in all matters regarding
personnel provided by the Contractor.

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5.0
Maintenance and Repair of All Systems and Response Times, (including
Emergency Repair) Unless previously agreed upon by eligible agency:
5.1
Normal Response to trouble calls within 8 hours, including weekends and holidays.
5.1.1
Rural Area Normal Response to trouble calls within 8 hours, including weekends and
holidays.
5.2
Emergency Response to trouble calls within 2 hours, including weekends and holidays.
5.2.1
Rural Area Emergency Response to trouble calls within 4 hours, including weekends
and holidays.
5.3
Repair Technicians must carry adequate hardware inventory to replace, repair, and/or maintain
each system at the dispatched location.
5.3.1
Contractor(s) will be responsible for any additional expenses and mileage resulting
from inadequate hardware inventory to replace, repairs, and/or maintain each system.
5.4
Repair Technicians must be prepared to provide an immediate replacement for defective
equipment and shall not remove a defective unit without an immediate replacement.
5.5
Replacement and repair of equipment must be provided at a specific location, or within an
assigned geographical area inside a location.
6.0
Access Control Systems – Category 1
The Access Control Systems category includes all aspects of Access Control System Services, including but
not limited to the following services:
6.1
Consulting;
6.2
Inspection as required by the using eligible agency;
6.3
Installation of new systems;
6.4
Replacement or upgrade of existing systems;
6.5
Removal of existing systems;
6.6
Integration of various types of systems;
6.7
Provide and install all related equipment and miscellaneous items such as wire, fasteners,
hardware, etc. that may be needed to compete the scope of work;
6.8
Provide programming and work individually with eligible agencies information technology staff
when installing new or maintaining previously installed systems; and
6.9
Contractor(s) must possess the ability to provide individual access codes and provide all access
codes and access procedures to the eligible agency.
7.0
Intrusion Systems – Category 2
The Intrusion Systems category includes all aspects Intrusion System Services, including but not limited to
the following services:
7.1
Consulting;

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7.2
System Monitoring:
7.2.1
Provide a 24-hour UL Listed Station
7.2.2
Provide Backup communication if requested by eligible agencies, i.e. radio or cell phone
7.3
Inspections as required by the eligible agency;
7.4
Installation of new systems;
7.5
Replacement or upgrade of existing systems;
7.6
Removal of existing systems;
7.7
Integration of various types of systems;
7.8
Provide and install all related equipment and miscellaneous items such as wire, fasteners,
hardware, etc. that may be needed to complete the scope of work;
7.9
The work provided within this section includes a complexity of various single zone and multi-
zoned systems, including circuit boards, communication devices, phone lines, system wiring,
power supply, and batteries installed with or without panic buttons, motion detectors, door
sensors, window sensors, glass-break sensors, key pads, and various notification devices (horns,
strobes, etc.);
7.10 Existing systems must be matched in any new additions or new construction. During renovations,
the system in the renovated area being replaced must match the system that is currently in
operation and must become an integral part thereof. Contract must ensure complete
connectivity and integration to each existing system in those instances where an addition or
upgrade is warranted.
7.11 The Contractor(s) must designate a project manager as the single point of contact who must be
certified to program all alarm systems in use throughout eligible agency facilities.
7.12 The Contractor(s) must possess the ability to provide individual access codes and provide all
access codes and access procedures to the eligible agency.
8.0
Closed Circuit Television Systems (CCTV) – Category 3
The CCTV category includes all aspects of CCTV Services, Including but not limited to the following
services:
8.1
Consulting
8.2
Inspection as required by the using eligible agency
8.3
Installation of new systems;
8.4
Replacement or upgrade of existing systems;
8.5
Removal of existing systems;
8.6
Integration of various types of systems;
8.7
Provide and install all related equipment and miscellaneous items such as wire, fasteners,
hardware, etc. that may be needed to complete the scope of work;
8.8
Provide the option to use CCTV video cards for video surveillance;

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8.8.1
Video cards must have the capability to handle from four (4) to twenty-four (24) cameras
in the system;
8.8.2
Contractor must offer video cards with various capacity sizes to meet all potential needs;
8.8.3
All cameras used in an installation must be matched to work with the video card selected
by the eligible agency.
8.9
Provide the option to utilize Digital Video Recording Equipment (DVR), Network Video Recording
Equipment (NVR), and/or Gateway and Hosted Video Equipment;
8.10 Provide the option for eligible agencies to build their own stand-alone computer to run the
system, or request that the Contractor build it for them; and
8.11 Offer a wide variety of indoor and outdoor cameras and wireless transmitters to work in
conjunction with video cards.
9.0
Agreements
9.1
Contractor(s) shall not require Eligible Agencies to sign any additional or separate agreements
subordinate to the resulting contract.
9.2
Contractor(s) shall provide separate quotes within 48 hours of request, unless otherwise agreed
upon by the eligible agency, for each new or replacement installation as required by the eligible
agency
9.2.1
Quotes should offer price difference for lease vs. purchase options as requested by
eligible agency.
9.3
Eligible Agencies may have proprietary equipment. It is Contractor(s) responsibility to work with
or notify the eligible agency regarding maintenance and repair of proprietary equipment.
10.0 Background Checks
10.1 Contractors employees assigned to the contract may be required to submit to and pass
background checks.
10.1.1
All costs associated with background checks shall be at the contractor’s expense.
10.2 It is the Contractor’s responsibility to ensure the following;
10.2.1
Contractor(s) may not begin work on the contract until clearance has been issued by the
eligible agency; and
10.2.2
Notification and access to eligible agency will be pre-authorized by the eligible agency.
11.0 Public Works Projects
11.1 Any projects that are federally funded may be subject to the requirements of Davis-Bacon Act
and/or the Davis-Bacon Wage Decision.
11.1.1
Labor prices for affect projects may be negotiated between the eligible agency and the
contractor, provided the contractor provides adequate documentation for any
negotiated increase.
11.1.1.1
Documentation shall include payroll records, copies of wage decisions,
and/or other information that establishes a clear difference between the

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contractor’s standard wage and the prevailing Davis-Bacon wage for any
affected employee for that project.
11.1.1.2
Under no circumstances will that price be increased by an amount higher
than the difference between the normal hourly rate and the hourly rate
required by the applicable Davis-Bacon Wage Decision.
11.2 Contractor(s) must include in job quotes the standard business hours and prevailing wage rate
for the job location. Quotes should include shift differential, if any, for working nights and
weekends.
11.3 Jobsites must be cleaned every day.
11.4 Contractor(s) must complete any punch lists within five days of receipt. Exceptions to this
standard may be addressed on an individual project basis.
12.0 Standard of Performance and Acceptance
12.1 The Standard of Performance applies to all product(s) purchased under a resultant contract,
including any additional, replacement or substitute product(s), as well as any product(s) which
are modified by or with the written approval of the Contractor and after acceptance by the
eligible agency.
12.2 The Acceptance Testing period shall be seven (7) calendar days, or any other time period
previously agreed upon, beginning with the day after the product is installed and certification is
received that the product is ready for Acceptance Testing.
12.3 If the product does not meet the Standard of Performance during the initial period of
Acceptance Testing, the eligible agency may, at its discretion, continue Acceptance Testing on a
day-to-day basis until the Standard of Performance is met.
12.4 Upon rejection, the contractor will have three (3) days to cure and Standard of Performance
issue(s).
12.5 If, after the cure period, the product still has not met the Standard of Performance, the eligible
agency may, at its option;
12.5.1
Declare the contractor to be in breach and terminate the order;
12.5.2
Demand a replacement product from the contractor at no additional cost to the
eligible agency; or
12.5.3
Continue the cure period for an additional time period agreed upon by the eligible
agency and the contractor.
12.6 Contractor(s) shall pay all costs related to the preparation and shipping of returned products;
12.7 No product shall be accepted and no charges shall be paid until the Standard of Performance is
met; and
12.8 The Warranty Period will begin upon approval by the eligible agency.

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Pricing Document
1.0 Compensation
1.1
COMPENSATION METHOD
Contractor will be compensated based on the final detailed written quote approved by the Customer. Pricing
shall not exceed the labor rates indicated on the Pricing Document.
2.0 Pricing
2.1
CONTRACTOR’S BEST PRICING. Supplier warrants that, for the term of the Contract, the prices and discounts set
out in Exhibit A_PRICING –_Security and Protections Systems - Statewide, including any subsequent agreed
amendment to it (the “Contract Pricing”), will be equal to or better than the lowest prices and largest discounts,
both separately and in combination, at which Contractor sells equivalent services, items of equipment and
materials.
2.1.1
That price-plus-discount equivalence (“Contractor’s Best Pricing”) is intended to be irrespective of
whether or not those other sales have special purchase terms, conditions, rebates or allowances.
2.1.2
If Contractor’s Best Pricing for equivalent services, items of equipment and materials is better than the
Contract Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor’s Best
Pricing for all sales related to the Contractor made after the date when the Contractor’s Best Pricing
was first better than the Contract Pricing.
2.1.3
For clarification of intent, that date is intended to be the date when the difference first occurred,
which might have been before the difference was first identified. If it was before, then Supplier agrees
to charge at less than the Contract Pricing until the extended difference that would have been realized
(i.e., if the Contractor’s Best Pricing had been applied when it should have been) has been settled.
2.2
PRICING-ALL-INCLUSIVE:
2.2.1
Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the Scope of Work
and all aspects of Contractor’s offer as accepted by State. Details of service not explicitly stated in the
Scope of Work or in Contractor’s Offer, but necessarily a part of, are deemed to be understood by
Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs
and profit and any other costs toward the accomplishment of the requirements in the Contract are
included in the pricing provided.
2.3
PRICE INCREASES:
2.3.1
The State may review a fully documented request for a price increase. The requested increase shall be
in writing and be based upon a cost increase to the contractor that was clearly unpredictable at the
time of the offer and is directly correlated to the price of the product concerned. Contractor must
provide conclusive evidence of a need for any price increases such as being substantiated by the
Producer Price Index, Consumer Price Index, or similar pricing guide.
(a) Initial Contract prices will be honored for one year after award of Contract.
(b) All written requests for price adjustments made by the contractor shall be initiated thirty (30)
days in advance of any desired price increase to allow State sufficient time to make a fair and
equitable determination to any such requests. This may be waived upon proper documentation
demonstrating the urgency of the request.
(c) All price adjustments will be implemented by a formal contract amendment. State shall determine
whether the requested price increase or an alternate option is in the best interest of State.

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2.4
PRICE REDUCTIONS:
2.4.1
Price reductions shall be immediately passed along to State and may be submitted in writing to State
for consideration at any time during the Contract period. The contractor shall offer State a price
reduction on the Contract product(s) concurrent with a published price reduction made to other
customers. State at its own discretion may accept a price reduction. The price reduction request shall
be in writing and include documentation showing the actual reduction of cost. Sales promotions
requests shall include difference in pricing, begin, and end date of promotion along with the products
covered.
2.5
ADDITIONAL CHARGES:
2.5.1
Any charges or fees not delineated in the Contract may not be added, billed, or invoiced under the
Contract.
2.6
TRAVEL.
2.6.1
Contractor shall get written approval prior to any travel under the Contract in which reimbursement of
expenses will be requested. Contractor will be reimbursed for actual expenses incurred in accordance
with the current rates specified in State’s Travel Policy. Contractor shall itemize all per diem and
lodging charges. State Travel Policy, including State rates, may be located at https://gao.az.gov/travel .
The Eligible Entity / Customer shall reject any claim for travel reimbursement without prior written
approval.
3.0 Funding
No particular funding considerations apart from paragraph 4.4 [Availability of Funds for the Next State fiscal year] and
4.5 [Availability of Funds for the current State fiscal year] of the Uniform Terms and Conditions have been identified as
of the Solicitation date.
4.0 Invoicing
4.1
INVOICES GO TO BUYING ENTITY. Contractor shall submit all billing notices or invoices to the ordering Eligible
Entity/Customer (e.g. Eligible Agency or Co-Op Buyer) at the address indicated on the applicable Order
document or by utilizing the Buying Entity’s purchasing tool/process.
4.2
MINIMUM INVOICE REQUIREMENTS. Every invoice must include the following information:

Item
Required
Bill-to name and address

Contractor name and contact information

Remit-to address

State contract number

Order number (typically the State’s e-Procurement System PO #)

Invoice number and date

Date the items shipped or services performed

Applicable payment terms

Contract line item number

Contract line item description

Quantity delivered or performed

Line item unit of measure


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Item price

Extended pricing

Discount off list or catalog

Taxes (as a separate invoice line item)

Trip fee (if applicable)

Travel (if applicable)

Total invoice amount due


4.3
NO INVOICE WITHOUT AUTHORIZATION. Contractor shall not seek payment for any:
1.
Materials or Services that have not been authorized on an acknowledged Order;
2.
Expediting, overtime, premiums, trip fee, travel, or upcharges absent State’s express prior approval; or
3.
Materials or Services that are the subject of a Contract Amendment that has not been fully signed.
4.4
PRE-INVOICE REVIEW. Shortly before Contractor is scheduled to submit each invoice, the parties’
representatives shall meet informally to review any issues relevant to that upcoming invoice so that the formal
invoice process is thereby facilitated and made more efficient.
4.5
SUBMITTING INVOICES. Contractor shall submit an invoice to the ordering Eligible Agency or Co-Op Buyer using
the form and/or process provided or required by the ordering Eligible Entity/Customer (Eligible Agency or Co-
Op Buyer). Every invoice must be signed by Contractor’s authorized representative and accompanied by all
supporting information and documentation required by the Contract and applicable laws.
4.6
DEFECTIVE INVOICES. Without prejudice to its other rights under the Contract or further obligation to
Contractor, the ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer) may, at its discretion, reject
any materially defective invoice.
4.6.1
The ordering Authorize Entity/Customer (Eligible Agency or Co-Op Buyer) shall notify Contractor within
5 (five) business days after receipt if it determines an invoice to be materially defective.
4.6.2
Invoices will be deemed automatically rejected upon delivery if they:
(a)
are sent to an incorrect address;
(b)
do not reference the correct State contract number; or
(c)
are payable to any Person other than the Contractor.
4.6.3
The ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer) will have no obligation to pay
against a defective invoice unless and until Contractor has re-submitted it free of defects.
5.0 Payments
5.1
PAYMENT. The applicable Eligible Agency or Co-Op Buyer shall pay undisputed amounts due to Contractor
within the time period specified in Section 4.0 Costs and Payments of the Uniform Terms and Conditions
5.2
JOINT CHECKS OR DIRECT PAY. applicable Eligible Agency or Co-Op Buyer may, but is under no obligation to, pay
by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s
requested payment is owed.
5.3
RECOVERY OF OVER-PAYMENT. If applicable Eligible Agency or Co-Op Buyer determines that an over-payment
has been made to Contractor on any prior invoice, it shall inform Contractor of the amount and date of the
over-payment and may deduct the over-paid amount from amounts then or thereafter due to Contractor.

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5.4
PAYMENTS TO SUBCONTRACTORS. Contractor shall make payment of all undisputed amounts due to
Subcontractors within thirty (30) days of receipt of funds from applicable Eligible Agency or Co-Op Buyer
applicable to their services.
5.5
PURCHASING CARD. Applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all Orders using a
purchasing card. Any and all fees related to payment using a Purchasing Card are the responsibility of
Contractor. Unless otherwise stated in the Contract there will be no additional fees or increase in prices
associated with this method of payment.
5.6
AUTOMATED CLEARING HOUSE. Applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all
Orders through an Automated Clearing House (ACH). In order to receive payments in this manner from Eligible
Agencies, Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days
after the effective date of the Contract. The form is available online at:
https://gao.az.gov/afis/vendor-information
6.0 Exhibits to the Pricing Document
Excel Pricing Spreadsheet attached as a separate document

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Special Terms and Conditions
The Special Terms and Conditions modify the Uniform Terms and Conditions and its Appendices. It can modify them by replacing,
deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other
document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and
incorporated by Contract Amendment.
1.0 Definition of Terms
As used in the Contract, the terms listed below are defined as follows:
1.1
Acceptance
“Acceptance” means the document headed “Offer and Acceptance Form” bearing the State
contract number once Procurement Officer has signed it to signify (1) State’s formal acceptance of
the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not
to be confused with the term “acceptance” used throughout the Contract in the context of
delivery, inspection, etc., with respect to Materials or Services.
1.2
Accepted Offer
If State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.
If State did request a Revised Offer but not a Best and Final Offer, then “Accepted Offer” means
the latest Revised Offer.
If State requested a Best and Final Offer, then “Accepted Offer” means the Best and Final Offer.
1.3
Arizona
Procurement
Code;
A.R.S.; A.A.C.
“Arizona Procurement Code, “A.R.S.,” and “A.A.C.” are each defined in the Instructions to Offerors.
1.4
Arizona TPT
“Arizona TPT” means Arizona Transaction Privilege Tax. For information, refer to the Arizona
Department of Revenue (DOR) website at:
https://www.azdor.gov/business/transactionprivilegetax.aspx.
1.5
Attachment
“Attachment” means any item that:
1.
the Solicitation required Offeror to submit as part of the relevant Offer
(e.g., Initial Offer, Revised Offer, or BAFO);
2.
was attached to an Offer when submitted; and
3.
was included in the Accepted Offer.
1.6
Pricing
Document
“Pricing Document” means Pricing Specifications the Solicitation Documents, provided that, if
there is no such Section in the Contract, then “Pricing Document” is to be construed as referring to
whatever item in the Contract contains the contracted pricing and payment provisions.
1.7
Contract
Amendment
"Contract Amendment" means a document signed by Procurement Officer that has been issued
for the purpose of making changes to the Contract after execution.
1.8
Contract Terms
and Conditions
“Contract Terms and Conditions” means the Special Terms and Conditions and these Uniform
Terms and Conditions taken collectively.
1.9
Contractor
“Contractor” means the Person identified on the Accepted Offer who has entered into the
Contract with State.
1.10
Contractor Indemnitor
“Contractor Indemnitor” means Contractor or any of its owners, officers, directors, agents,
employees, or Subcontractors.
1.11
Co-Op Buyer
“Co-Op Buyer” means a member of the State Purchasing Cooperative that has entered into a
“Cooperative Purchasing Agreement” with the Arizona Department of Administration State
Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative Purchasing
Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op
Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing “eligible procurement
unit” under A.A.C. R2-7-101(23).
NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political
subdivisions, including cities, counties, school districts, and special districts. Membership is also

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available to non-profit organizations, other state governments, the federal government and tribal
nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any
nonprofit corporation as designated by the IRS under section 501(c)(3) through 501(c)(6) of the tax
code.
1.12
Eligible Agency
If the Special Terms and Conditions indicates that the Contract is a “single-agency” contract, then
“Eligible Agency” means the particular State of Arizona agency, university, commission, or board
identified therein. If the Special Terms and Conditions indicates that the Contract is a “statewide”
contract, then “Eligible Agency” means any State of Arizona department, agency, university,
commission, or board.
1.13
Indemnified Basic
Claims
“Indemnified Basic Claims” means any and all claims, actions, liabilities, damages, losses, or
expenses, including court costs, attorneys’ fees, and costs of claim processing, investigation and
litigation, for bodily injury or personal injury, including death, or loss or damage to any real or
tangible or intangible personal property, collectively. See paragraph 6.3.
1.14
Instructions to Offerors
“Instructions to Offerors” is Instructions to Offerors of the Solicitation Documents.
1.15
Order
“Order” means the instrument by which State authorizes Contractor to perform some or all of the
Work. Whether the Contract will have one Order or many Orders depends the scope of the
Contract and how State will use it. The Special Terms and Conditions provide that information. Any
of the following is to be construed as being an “Order”:
1.
“Release” or “Release Purchase Order” in The State’s e-Procurement System;
2.
“task order”, “service order,” or “job order” when a Release Purchase Order for Services
has already been committed in The State’s e-Procurement System; or
3.
“purchase order” for buying by Co-Op Buyers, if co-op buying applies.
1.16
The State’s e-
Procurement System
“The State’s e-Procurement System” means State’s official electronic procurement system,
established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of Administration
State Procurement Office policy document Technical Bulletin No. 020, The State’s e-Procurement
System – The Official State eProcurement System.
NOTE (1): Technical Bulletin No. 020 is available online at:
https://spo.az.gov/administration-policy/state-procurement-resource/procurement-regulations
1.17
State
With respect to the Contract generally, “State” means the State of Arizona and its department,
agency, university, commission, or board that has executed the Contract. With respect to
administration or rights, remedies, obligations and duties under the Contract for a given Order,
“State” means each of Eligible Agency or Co-Op Buyer who has issued the Order.
1.18
State Indemnitees
“State Indemnitees” means, collectively, the State of Arizona, its departments, agencies,
universities, commissions, and boards and, and their respective officers, agents, and employees.
1.19
Subcontractor
“Subcontractor” has the meaning given in A.R.S. § 41-2503(38), which, for convenience of
reference only, is “… a person who contracts to perform work or render service to … [C]ontractor
or to another [S]ubcontractor as a part of a contract with a state governmental unit . . .”The
Contract is to be construed as “a contract with a state governmental unit” for purposes of the
definition. For clarity of intent, a Person carrying out any element of the Work is a Subcontractor
from the moment they first carry out that element of the Work regardless of whether or not a
Subcontract exists then or subsequently.
1.20
Work
“Work” means the totality of the Materials and the Services and all the acts of administration,
creation, production, and performance necessary to fulfill and incidental to fulfilling all of
Contractor's obligations and duties under the Contract in conformance with the Contract and
applicable laws.

2.0 Contract Interpretation
2.1
Usage
Where the Contract:
1.
assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a

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reference to “Contractor and all Subcontractors, whether they are first-tier subcontractors,
sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-consultants, as well as all
of Contractor’s and the Subcontractors’ respective agents, representatives, and
employees” in every instance unless the context plainly requires that it is be a reference
only to Contractor as apart from Subcontractors;
2.
uses the permissive “may” with respect to a party’s actions, determinations, etc., the term
is to be interpreted as in A.A.C. R2-7-101(31) [Definitions]. For clarity of intent, any right
given to State using “State may” or a like construction denotes discretion and freedom to
act so far as any regulatory or operative constraints permit in the relevant circumstances,
provided that: (a) where written “may, at its discretion,” the discretion extends to
whatever is most advantageous to State; and (b) where written only as “may,” the
discretion is constrained by what is fair, reasonable, and as accommodating of the
respective best interests of both parties as practicable under the circumstances;
3.
uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to be
interpreted as in A.A.C. R2-7-101(43) [Definitions]. Conversely, the phrase “shall not” is to
be interpreted as an imperative prohibition.
4.
uses the term “must” with respect to a requirement, criterion, etc., the term is to be
interpreted as conveying compulsion or strict necessity, and is to be read as though written
“must, if [the subject] is to be entitled to have [the object] considered or credited as being
compliant with, conforming to, or satisfying [the requirement, criterion, constraint, etc.],
otherwise, [the object] will be considered or debited as being non-compliant, non-
conforming, or unsatisfactory for its Contract-related purposes” in every instance;
5.
uses the term “might” with respect to an event, outcome, action, etc., the term is to be
interpreted as conveying contingency or non-discretionary conditionality; and
6.
uses the term “will” or the phrases “is to be” or “are to be” with respect to an event,
outcome, action, etc., the term or phrase is to be interpreted as conveying such certainty
or imperativeness that “shall” is either unnecessary or irrelevant in that instance.
2.2
Contract Order of
Precedence
COMPLEMENTARY DOCUMENTS. All of the documents forming the Contract are complementary. If
certain work, requirements, obligations, or duties are set out only in one but not in another,
Contractor shall carry out the Work as though the relevant work, requirements, obligations, or
duties had been fully described in all, consistent with the other documents forming the Contract
and as is reasonably inferable from them as being necessary to produce complete results.
CONFLICTS. In case of any inconsistency, conflict, or ambiguity among the documents forming the
Contract and their provisions, they are to prevail in the following order, descending from most
dominate to most subordinate, provided that, among categories of documents or provisions
having the same rank, the document or provision with the latest date prevails. Information being
identified in one document but not in another is not to be considered a conflict or inconsistency.
(a)
Contract Amendments;
(b)
the final Solicitation Documents, in the order:
(1) Special Terms and Conditions;
(2) Exhibits to the Special Terms and Conditions;
(3) Uniform Terms and Conditions;
(4) Scope of Work;
(5) Exhibits to the Scope of Work;
(6) Pricing Document;
(7) Exhibits to the Pricing Document;
(8) Specifications; and
(9) any other documents referenced or included in the Solicitation;
(c)
Orders, in reverse chronological order; and
(d)
Accepted Offer.
ATTACHMENTS AND EXHIBITS. For clarity of intent, if an item was an Attachment in the Solicitation

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Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was subsequently
made into an Exhibit, or its content was incorporated into one of the other Contract documents,
then that Attachment no longer exists contractually as an “Attachment” since it has at that point
been made into some other Contract document. In every other case, an Attachment and the
Offeror data therein remain part of the Accepted Offer for purposes of precedence and
contractual effect.
2.3
Independent
Contractor
Contractor is an independent contractor and shall act in an independent capacity in performance
under the Contract. Neither party is or is to be construed as being to be the employee or agent of
the other party, and no action, inaction, event, or circumstance will be grounds for deeming it to
be so.
2.4
Complete
Integration
The Contract, including any documents incorporated into the Contract by reference, is intended by
the parties as a final and complete expression of their agreement. There are no prior,
contemporaneous, or additional agreements, either oral or in writing, pertaining to the Contract.
3.0 Contract Administration and Operation
3.1
Term of Contract
The term of the Contract will commence on the date indicated on the Offer and Acceptance and
continue for twelve (12) months unless cancelled, terminated, or permissibly extended.
3.2
Contract
Extensions
State may at its discretion extend the initial Contract term in increments of one or more months
and do so one or more times, provided that, the maximum aggregate term of the Contract
including extensions cannot exceed the maximum aggregate term of five (5) years.
3.3
Notices and
Correspondence
3.3.1
TO CONTRACTOR. State shall:
(a) address all Contract correspondence other than formal notices to the email address
indicated as “Default for Type” for “General Mailing Address” in Contractor’s
corresponding The State’s e-Procurement System Vendor Profile; and
(b) address any required notices to Contractor to the “Contact Name and Title” at the
“Mailing Address” indicated on the Accepted Offer, as that address might have been
amended during the term of the Contract.

3.3.2
TO STATE. Contractor shall :
(a) address all Contract correspondence other than format notices to the email address
indicated in “Contact Instructions” in the State’s e-Procurement System Summary
for State; and
(b) address any required notices to State to Procurement Officer identified as
“Purchaser” in the State’s e-Procurement System Summary at the following mailing
address:
Arizona Department of Administration
General Services Division
1400 W. Washington Street, Suite B200
Phoenix, AZ 85007
3.3.3
CHANGES. State may change the designated Procurement Officer, update contact
information, or change the applicable mailing address by Contract Amendment.
3.4
Signing of Contract
Amendments
Contractor’s counter-signature – or “approval” in The State’s e-Procurement System, in the case of
an amendment – is not required to give effect if the Contract Amendment only covers either:
1.
extension of the term of the Contract within the maximum aggregate term;
2.
revision to Procurement Officer appointment or contact information; or
3.
modification of a clerical nature that have no effect on terms, conditions, price, scope, or
other material aspect of the Contract.
In every case other than those listed in (1), (2), and (3) above, both parties’ signature – or
“approval” in The State’s e-Procurement System, in the case of an Amendment – are required to
give it effect.

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3.5
Click-Through Terms
and Conditions
If either party uses a web based ordering system, an electronic purchase order system, an
electronic order acknowledgement, a form of an electronic acceptance, or any software based
ordering system with respect to the Contract (each an “Electronic Ordering System”), the parties
acknowledge and agree that an Electronic Ordering System is for ease of administration only, and
Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of
State do not have any actual or apparent authority to create legally binding obligations that vary
from the terms and conditions of the Contract. Accordingly, where an authorized State user is
required to “click through” or otherwise accept or be made subject to any terms and conditions in
using an Electronic Ordering Systems, any such terms and conditions are deemed void upon
presentation. Additionally, where an authorized State user is required to accept or be made
subject to any terms and conditions in accessing or employing any Materials or Services, those
terms and conditions will also be void.
3.6
Books and
Records
3.6.1
RETAIN RECORDS. By A.R.S. § 41-2548(B), Contractor shall retain and shall contractually
require each Subcontractor to retain books and records relating for any cost and pricing
data submitted in satisfaction of § 41-2543 for the period specified in the statute.
3.6.2
RIGHT TO AUDIT. The retained books and records are subject to audit by State during that
period. By A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each
Subcontractor to retain books and records relating to performance under the Contract for
the period specified in the statute and those retained books and records are subject to
audit by State during that period.
3.6.3
AUDITING. Contractor or Subcontractor shall either make all such books and records
under subparagraphs 3.6.1 and 3.6.2 available to State at all reasonable times or produce
the records at a designated State office on State’s demand, the choice of which being at
State’s discretion. For the purpose of this paragraph, “reasonable times” are during
normal business hours and in such a manner so as to not unreasonably interfere with
normal business activities.
3.7
Contractor Licenses
Contractor shall maintain current all federal, state and local licenses and permits required for the
operation of its business in general, for its operations under the Contract, and for the Work itself.
3.8
Inspection
and Testing
By A.R.S. § 41-2547, State may at reasonable times inspect the part of Contractor’s or
Subcontractors’ plant or places of business related to performance under the Contract.
Accordingly, Contractor agrees to permit (for itself) and ensure (for Subcontractors) access for
inspection at any reasonable time to its facilities, processes, and services. State may inspect or
test, at its own cost, any finished goods, work-in-progress, components, or unfinished materials
that are be supplied under the Contract or that will be incorporated into something to be supplied
under the Contract. If the inspection or testing shows non-conformance or defects, then
Contractor will owe State reimbursement or payment of all costs it incurred in carrying out or
contracting for the inspection and testing, as well as for any re-inspection or re-testing that might
be necessary. Neither inspection of facilities nor testing of goods, work, components, or
unfinished materials will of itself constitute acceptance by State of those things.
3.9
Ownership of
Intellectual
Property
3.9.1
RIGHTS IN WORK PRODUCT. All intellectual property originated or prepared by Contractor
pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual
copyrights, trademarks, trade names, trade secrets, technical communications, records
reports, computer programs and other documentation or improvements thereto,
including Contractor’s administrative communications and records relating to the
Contract, are considered work product and Contractor’s property, provided that, State
has Government Purpose Rights to that work product as and when it was delivered to
State.
(a)
“Government Purpose Rights” are:
i. the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide
right to use, modify, reproduce, release, perform, display, sublicense, disclose
and create derivatives from that work product without restriction for any
activity in which State is a party;
ii. the right to release or disclose that work product to third parties for any State

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government purpose; and
iii. the right to authorize those to whom it rightfully releases or discloses that
work product to use, modify, release, create derivative works from the work
product for any State government purpose; such recipients being understood
to include the federal government, the governments of other states, and
various local governments.
(b)
“Government Purpose Rights” do not include any right to use, modify, reproduce,
perform, release, display, create derivative works from, or disclose that work
product for any commercial purpose or to authorize others to do so.
3.9.2
JOINT DEVELOPMENTS. The parties may each use equally any ideas, concepts, know-how,
or techniques developed jointly during the course of the Contract, and may do so at their
respective discretion, without obligation of notice or accounting to the other party.
3.9.3
PRE-EXISTING MATERIAL. All pre-existing software and other materials developed or
otherwise obtained by or for Contractor or its affiliates independently of the Contract or
applicable Purchase Orders are not part of the work product to which rights are granted
State under subparagraph 3.9.1 above, and will remain the exclusive property of
Contractor, provided that:
(a)
any derivative works of such pre-existing material or elements thereof that are
created pursuant to the Contract are part of that work product;
(b)
any elements of derivative work of such pre-existing material that was not created
pursuant to the Contract are not part of that work product; and
(c)
except as expressly stated otherwise, nothing in the Contract is to be construed to
interfere or diminish Contractor’s or its affiliates’ ownership of such pre-existing
materials.
3.9.4
DEVELOPMENTS OUTSIDE OF CONTRACT. Unless expressly stated otherwise in the
Contract does not preclude Contractor from developing competing materials outside the
Contract, irrespective of any similarity to materials delivered or to be delivered to State
hereunder.
3.10
Subcontracts
3.10.1
INITIAL LIST. At the time of Contract execution, Contractor’s candidate Subcontractors
were identified in Attachment 5 to the Accepted Offer [Proposed Subcontractors].
Agreeing to them being included in the Accepted Offer signified Procurement Officer’s
advance consent for Contractor to enter into a Subcontract with each candidate, which
Contractor shall do as promptly as necessary to ensure its ability to carry out the Work in
a timely manner.
3.10.2
ADDITIONAL NAMES. Contractor shall not enter into a Subcontract without first obtaining
Procurement Officer’s written consent with any prospective Subcontractor that (a) was
not listed on Attachment 5 at time of Contract execution or (b) is for any Materials or
Services categories other than the ones for which they were previously consented. For
either case (a) or (b), Contractor shall submit a written request sufficiently in advance of
the need date for those materials or services so that performance under the Contract is
not impaired. Procurement Officer may request any additional information he or she
determines is necessary to assess the submittal, and may withhold consent pending it.
3.10.3
FLOW-DOWN. Contractor shall incorporate the provisions, terms, and conditions of the
Contract into every Subcontract by inclusion or by reference, as appropriate. When
making any post-execution consent requests, Contractor shall include its warrant that it
will do the same for the pending Subcontracts covered by the request. Entering into
Subcontracts will not relieve Contractor of any of its obligations or duties under the
Contract, including, among other things, the duty to supervise and coordinate the work of
Subcontractors. Nothing contained in any Subcontract will create or is to be construed as
creating any contractual relationship between State and the Subcontractor.
3.11
Offshore
Performance of Certain
Work Prohibited
Contractor shall only perform those portions of the Services that directly serve State or its clients
and involve access to secure or sensitive data or personal client data within the defined territories
of the United States. Unless specifically stated otherwise in the Scope of Work, this paragraph

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does not apply to indirect or overhead services, redundant back-up services, or services that are
incidental to performance under the Contract. This provision applies to work performed by
Subcontractors at all tiers.
3.12
Orders
3.12.1
ORDER SUFFICIENCY. The Contract was awarded in accordance with the Arizona
Procurement Code; the transactions and procedures required by the code for competitive
source selection have been met. An Order issued that cites the correct State contract
number will suffice to authorize Contractor to provide the Materials and perform the
Services covered by that Order.
3.12.2
ORDER TERMS. All Orders are subject to the Contract Terms and Conditions; an Order
cannot modify the Contract Terms and Conditions.
3.12.3
ORDERS ARE OBLIGATORY. Until the expiration or earlier termination of the Contract,
State may issue and Contractor shall accept Orders that make proper reference to the
Contract and are permissible hereunder, provided that, Contractor is not obliged to
accept any Order that is not consistent with the then-current pricing, lead times,
specifications, or payment provisions of the Contract. Contractor shall fulfill and complete
any Orders that are begun but not yet completed as of expiration or earlier termination of
the Contract unless State instructs otherwise at the time.
3.12.4
SPECIAL CASE. In the special case where both the following conditions are true,
Procurement Officer’s signature on the Acceptance is Contractor’s authorization to
perform and therefore no Order is required: (a) the Contract is identified as being a
“single-agency/single-project” contract and (b) the Contract was created in The State’s e-
Procurement System as something other than a “Master/ Blanket” type.
3.12.5
NO MINIMUMS OR COMMITMENTS. (a) Contractor shall not impose any minimum dollar
amount, item count, services volume, or services duration on Orders; (b) State makes no
commitment of any kind concerning the quantity or monetary value of activity actually
initiated or completed during the term of the Contract; (c) Contractor shall only deliver or
perform as authorized by Orders; and (d) State is not limited as to the number of Orders it
may issue for the Contract. For clarity of intent, the foregoing applies equally whether an
Eligible Agency issues the Order or, if applicable, a Co-Op Buyer issues it.
3.12.6 NON-CONTRACTED MATERIALS OR SERVICES. Any attempt to knowingly represent for
sales, marketing, or related purposes that goods or services not specifically awarded are
under a State contract is a violation of the Contract and law.
3.13
Provisions for
Statewide Contracts:
- Co-Op Usage
- Eligible Agencies
- Quarterly Reporting
The Contract is a “statewide” contract for multiple purchases, projects, or assignments, and can be
purchased against by some or all Eligible Agencies and any Co-Op Buyers that elect to participate.
Even if only one Eligible Agency needs or elects to purchase against the Contract, it is to be
construed as being a “statewide” contract hereunder.
The Contract is an indefinite delivery, indefinite quantity (ID/IQ) type of contract; it is to be
construed as a “delivery order” sub-type of ID/IQ contract to the extent the Work is Materials, and
a “task order” sub-type to the extent the Work is Services.
Co-Op Usage
1. Contractor shall verify if an ordering entity is a bona fide Co-Op Buyer before selling Materials
to or providing Services for them under the Contract. The current list of Co-Op Buyers is
available on the State Procurement Office website:
https://spo.az.gov/procurement-services/cooperative-procurement/state-purchasing-cooperative
2. Contractor shall sell to Co-Op Buyers at the same price and on the same lead times and other
terms and conditions under which it sells to Eligible Agencies, with the sole exception of any
legitimately additional costs for extraordinary shipping or delivery requirements if the Co-Op
Buyer is having Materials delivered or installed or Services performed at locations not
contemplated in the contracted pricing (e.g. delivery to a location outside Arizona).
3. Contractor shall pay State an administrative fee against all Contract sales to Co-Op Buyers,
as provided for under A.R.S. § 41-2633. The fee rate is one (1%) percent. Failure to remit the
administrative fees is a material breach of contract, and will entitle State to its remedies
under Article 8 and its right to terminate for default under Article 9. Method of calculation,

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payment procedures, and other details are provided on the State Procurement Office
website:
https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee
4. Contractor shall acknowledge each Order from Co-Op Buyers in conformance with each
buyer’s instructions given at the time of ordering or in any supplemental participating
agreement Contractor might have with them. Orders from Co-Op Buyers create no obligation
on State’s part, since they are entirely between the Co-Op Buyer and Contractor. That
notwithstanding, Contractor’s obligation under the Contract is to service Co-Op Buyers
commercially as though they were with an Eligible Agency, and Contractor’s refusal to do so
would be a material breach of the Contract.
Eligible Agencies – Orders
Contractor shall acknowledge each Order from Eligible Agencies within 1 (one) business day after
receipt by either:
(a) “Approving” the Order electronically in The State’s e-Procurement System, which
will indicate Contractor’s unqualified acceptance of the Order as-issued; or,
(b) “Rejecting” the Order electronically in The State’s e-Procurement System, with a
concurrent explanation by email to relevant originator as to the reason for
rejecting it. By way of reminder, the only grounds on which Contractor may
reject or refuse an Order are those set out in subparagraph 3.14.3 (Orders are
Obligatory).
Unless and until Contractor has approved the Order in the State’s e-Procurement System, it will
have no effect under the Contract and will not oblige either State or Contractor. If the relevant
Eligible Agency explicitly instructs at the time that a verbal acceptance is sufficient because of
urgency or other unusual circumstances and Contractor duly gives its verbal acceptance, then
Contractor will be deemed to have accepted the Order immediately upon commencing
performance, provided that, Contractor must follow-up its verbal acceptance by accepting the
Purchase Order electronically In The State’s e-Procurement System within three (3) business
days. Contractor shall thereafter be barred from subsequently rejecting the Order in The State’s
e-Procurement System and if it does so the rejection will be void.
Quarterly Usage Reports
Contractor shall submit to State a Quarterly Usage Report documenting all Contract sales to both
Eligible Agencies and Co-Op Buyers, itemized separately. A Quarterly Usage Report shall still be
submitted, even if there have been no sales to either Eligible Agencies and/or Co-Op Buyers.
Contractor shall further itemize divisions, groups or areas within a given Eligible Agency if they
place Orders independently of each other. Failure to submit the report is a material breach of
contract, and will entitle State to its remedies under Article 8 and its right to terminate for default
under Article 9. Contractor shall submit the report using the forms and following the instructions
on the State Procurement Office website:
https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee
3.14
Multiple-Use
Provisions
Eligible Agencies may issue Orders for Services in several forms, all of which become final and
effective by a “Release Purchase Order” in The State’s e-Procurement System. Orders issued by
Co-Op Buyers will be in whatever form the Co-Op Buyer normally uses. Regardless of origin,
Orders must cite the State contract number to be valid. State may, at its discretion in each
instance, determine the scope, schedule, and price for each Order in any of the following ways:
1.
By choosing some or all of the Materials or Services items covered by the Contract for
which a price is established in the Pricing Document, then preparing an Order using those
prices (e.g., filling out an order form), and sending it to Contractor.
2.
By instructing Contractor to provide a comprehensive proposal of item quantities,
combinations, etc., or services hours, personnel, etc., for a defined scope using those
established prices as a basis, then validating and negotiating the proposal with Contractor
and issuing an Order if and when reaching agreement.
3.
As described in (2) above but requesting the proposal from both Contractor and other

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vendors who are contracted within the applicable scope categories and locations, either
sequentially or concurrently, then selecting the proposal or proposals combination that is
most advantageous to State.
4.
As described in (3) above but introducing ad-hoc commercial competition by making the
selection and ordering conditional on obtaining more favorable prices than the
contractually-established ones.
When evaluating the proposals under (3) and (4) above, State may select based on price (for
example, a quoted number of hours times the contracted or improved rate plus a fixed amount for
incidentals), by experience and qualifications (for example, having an office nearer the required
work location), or whatever combination thereof it determines is most appropriate to the work in
question.
3.15
Other
Contractors
State may undertake with its own forces or award other contracts to the same or other vendors
for additional or related work. In such cases, Contractor shall cooperate fully with State’s
employees and such other vendors and carefully coordinate, fit, connect, accommodate, adjust, or
sequence its work to the related work by others. Where the Contract requires handing-off
Contractor’s work to others, Contractor shall cooperate as State instructs regarding the necessary
transfer of its work product, services, or records to State or the other vendors. Contractor shall not
commit or permit any act that interferes with the State’s or other vendors’ performance of their
work, provided that, State shall enforce the foregoing section equitably among all its vendors so as
not impose an unreasonable burden on any one of them.
3.16
Work on State
Premises
3.16.1
COMPLIANCE WITH RULES. Contractor is responsible for ensuring that its personnel
comply with State’s rules, regulations, policies, documented practices, and documented
operating procedures while delivering or installing Materials or performing Services on
State’s grounds or in its facilities. For clarity of intent, the foregoing means that if
Contractor is required to comply with certain security requirements in order to deliver,
install, or perform at that particular location, then it shall do so nonetheless and without
entitlement to any additional compensation or additional time for performance if those
particular requirements are not expressly stated in the Contract. Contractor is reminded
that violation of the prohibition under A.R.S. § 13-1502 against possession of weapons on
State’s property by anyone for whom Contractor is responsible is a material breach of
contract and grounds for termination for default.
3.16.2
PROTECTION OF GROUNDS AND FACILITIES. Contractor shall deliver or install the
Materials and perform the Services without damaging any State grounds or facilities.
Contractor shall repair or replace any damage it does cause promptly and at its own
expense, subject to whatever instructions and restrictions State needs to make to prevent
inconvenience or disruption of operations. If Contractor fails to make the necessary
repairs or replacements and do so in a timely manner, State will be entitled to exercise its
remedies under paragraph 8.5 [Right of Offset].
4.0 Costs and Payments
4.1
Payments
4.1.1
PAYMENT DEADLINE. State shall make payments in compliance with Arizona Revised
Statues Titles 35 and 41. Unless and then only to the extent expressly stated otherwise in
the Pricing Document, State shall make payment in full for Materials that have been
delivered and accepted and Services that have been performed and accepted within the
time specified in A.R.S. § 35-342 after both of the following become true: (a) all of the
Materials being invoiced have been delivered or installed (as applicable) and accepted
and all of the Services being invoiced have been performed and accepted; and
(b) Contractor has provided a complete and accurate invoice in the form and manner
called for in the Pricing Document, provided that, State will not make or be liable for any
payments to Contractor until Contractor has registered properly in The State’s e-
Procurement System and provided a current IRS Form W-9 to State unless excused by law
from providing one.
4.1.2
PAYMENTS ONLY TO CONTRACTOR. Unless compelled otherwise by operation of law or
order of a court of competent jurisdiction, State will only make payment to Contractor
under the federal tax identifier indicated on the Accepted Offer.

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4.2
Applicable
Taxes
4.2.1
CONTRACTOR TO PAY ALL TAXES. State is subject to Arizona TPT. Therefore, Arizona TPT
applies to all sales under the Contract and Arizona TPT is Contractor’s responsibility (as
seller) to remit. Contractor’s failure to collect Arizona TPT or any other applicable sales or
use taxes from an Eligible Agency or Co-Op Buyer (as buyer) will not relieve Contractor of
any obligation to remit sales or use taxes that are due under the Contract or laws. Unless
stated otherwise in the Pricing Document, all prices therein include Arizona TPT as well as
every other manner of transaction privilege or sales/use tax that is due to a municipality
or another state or its political subdivisions. Contractor shall pay all federal, state, and
local taxes applicable to its operations and personnel.
4.2.2
TAX INDEMNITY. Contractor shall hold State harmless from any responsibility for taxes or
contributions, including any applicable damages and interest, that are due to federal,
state, and local authorities with respect to the Work and the Contract, as well any related
costs; the foregoing expressly includes Arizona TPT, unemployment compensation
insurance, social security, and workers’ compensation insurance.
5.0 Contract Changes
5.1
Contract Amendments
The Contract is issued for State under the authority of Procurement Officer. Only a Contract
Amendment can modify the Contract, and then only if it does not change the Contract’s general
scope. Purported changes to the Contract by a person not expressly authorized by Procurement
Officer or made unilaterally by Contractor will be void and without effect; Contractor will not be
entitled to any claim made under the Contract based on any such purported changes.
5.2
Assignment and
Delegation
5.2.1
IN WHOLE. Contractor shall not assign in whole its rights or delegate in whole its duties
under the Contract without Procurement Officer’s prior written consent, which consent
Procurement Officer may withhold at his or her discretion. If Contractor’s proposed
assignment or delegation stems from a split, sale, acquisition, or other non-merger
change in control, then no such consent will be given in any event without the assignee or
delegate giving State satisfactory and equivalent evidence or assurance of its financial
soundness, competency, capacity, and qualification to perform as that which Contractor
possessed when State first awarded it the Contract.
5.2.2
IN PART. Subject to paragraph 3.10 [Subcontracts] with respect to subcontracting,
Contractor may assign particular rights or delegate particular duties under the Contract,
but shall obtain Procurement Officer’s written consent before doing so. Procurement
Officer shall not unreasonably withhold consent so long as the proposed assignment or
delegation does not attempt to modify the Contract in any way or to alter or impair
State’s rights or remedies under the Contract or laws.
6.0 Risk and Liability
6.1
Risk of Loss
Contractor shall bear all risk of loss to Materials while in pre-production, production, storage,
transit, staging, assembly, installation, testing, and commissioning, if and as those duties are
within the scope of the Work, until they have been accepted as conforming by State in the
particular location and situation specified in the Order, or as specified generally elsewhere in the
Contract if the Order does not provide particulars, provided that, risk of loss for nonconforming
Materials will remain with Contractor notwithstanding acceptance to the extent the loss stems
from the nonconformance.
6.2
Contractor Insurance
Contractor and subcontractors shall procure and maintain until all of their obligations have been
discharged, including any warranty periods under this Contract, are satisfied, insurance against
claims for injury to persons or damage to property which may arise from or in connection with the
performance of the work hereunder by the Contractor, his agents, representatives, employees or
subcontractors.
The insurance requirements herein are minimum requirements for this Contract and in no way
limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants
that the minimum limits contained herein are sufficient to protect the Contractor from liabilities
that might arise out of the performance of the work under this contract by the Contractor, its
agents, representatives, employees or subcontractors, and Contractor is free to purchase

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additional insurance.

MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide coverage with limits of
liability not less than those stated below.
1. Commercial General Liability (CGL) – Occurrence Form
Policy shall include bodily injury, property damage personal injury and broad form contractual
liability coverage
General Aggregate $2,000,000
Products – Completed Operations Aggregate $1,000,000
Personal and Advertising Injury $1,000,000
Damage to Rented Premises $ 50,000
Each Occurrence $1,000,000
a.
The policy shall be endorsed, as required by this written agreement, to include
the State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees as additional insureds with
respect to liability arising out of the activities performed by or on behalf of the
Contractor.
b.
Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by or on behalf of the
Contractor.
2. Business Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles used in
the performance of this Contract.
Combined Single Limit (CSL) $1,000,000
a.
Policy shall be endorsed, as required by this written agreement, to include the
State of Arizona, and its departments, agencies, boards, commissions, universities
and its officers, officials, agents, and employees as additional insureds with
respect to liability arising out of the activities performed by, or on behalf of, the
Contractor, involving automobiles owned, leased, hired and/or non-owned by the
Contractor.
b.
Policy shall contain a waiver of subrogation endorsement as required by this
written agreement in favor of the State of Arizona, and its departments, agencies,
boards, commissions, universities, officers, officials, agents, and employees for
losses arising from work performed by or on behalf of the Contractor.
3. Worker’s Compensation and Employers’ Liability
Workers’ Compensation…………………………………………Statutory
Each Accident $1,000,000
Disease – Each Employee $1,000,000
Disease – Policy Limit $1,000,000
a.
Policy shall contain a waiver of subrogation endorsement as required by this
written agreement in favor of the State of Arizona, and its departments, agencies,
boards, commissions, universities, officers, officials, agents, and employees for
losses arising from work performed by or on behalf of the Contractor.
b.
This requirement shall not apply to each Contractor or subcontractor that is
exempt under A.R.S. 23-901, and when such contractor or subcontractor executes
the appropriate waiver form (Sole Proprietor/Independent Contractor).
4. Professional Liability (Errors and Omissions Liability)
Each Claim $ 2,000,000

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Annual Aggregate $ 2,000,000
a. If SAM coverage is being provided under this policy then Contractor must provide
the following statement on their Certificate(s) of Insurance: “Sexual Abuse and
Molestation coverage is included” or “Sexual Abuse and Molestation coverage is
not excluded.” This coverage may be sub-limited to no less than $500,000.
SAM coverage is required only if Contractor’s services involve working with, or
caring for, children and/or vulnerable adults (“Vulnerable Adults” means
physically and developmentally disabled adults or inmates that are in the care,
custody, and control of the State of Arizona).
b. In the event that the Professional Liability insurance required by this Contract is
written on a claims-made basis, the Contractor warrants that any retroactive date
under the Policy shall precede the effective date of this Contract; and, either
continuous coverage will be maintained or an extended discovery period will be
exercised, for a period of two (2) years beginning at the time work under this
Contract is completed.
c.
The Policy shall cover professional misconduct or lack of ordinary skill for those
positions defined in the Scope of Work of this Contract.
5. Technology Errors & Omissions Insurance – Required as applicable to the services provided.
Each Claim $ 2,000,000
Annual Aggregate $ 2,000,000
a.
Such insurance shall cover any, and all errors, omissions, or negligent acts in the
delivery of products, services, and/or licensed progrms under this contract.
b.
Coverage shall include copyright infringement, infringement of trade dress,
domain name, title or slogan.
c.
In the event that the Tech E&O insurance required by this Contract is written on a
claims-made basis, Contractor warrants that any retroactive date under the policy
shall precede the effective date of this Contract and, either continuous coverage
will be maintained or an extended discovery period willb e exercised for a period
of two (2) years, beginning at the time work under this Contract is completed.
d.
Technology Errors and Omissions insurance coverage shall only be required from
each Contractor or subcontractor who is providing one of the following Training
Delivery Formats:
1.
Computer Based training (CBT) and/or
2.
E-Learning (E).
6. Network Security (Cyber) and Privacy Liability – Required as applicable to the services
provided.
Each Claim $ 2,000,000
Annual Aggregate $ 2,000,000
a.
Such insurance shall include, but not be limited to, coverage for third party claims
and losses with respect to network risks (such as data breaches, unauthorized
access or use, ID theft, theft of data) and invasion of privacy regardless of the type
of media involved in the loss of private information, crisis management and
identity theft response costs. This should also include breach notification costs,
credit remediation and credit monitoring, defense and claims expenses,
regulatory defense costs plus fines and penalties, cyber extortion, computer
program and electronic data restoration expenses coverage (data asset
protection), network business interruption, computer fraud coverage, and funds
transfer loss.
b.
In the event that the Network Security and Privacy Liability insurance required by
this Contract is written on a claims-made basis, Contractor warrants that any
retroactive date under the policy shall precede the effective date of this Contract
and, either continuous coverage will be maintained, or an extended discovery

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period will be exercised for a period of two (2) years beginning at the time work
under this Contract is completed.
c.
The policy shall be endorsed, as required by this written agreement, to include
the State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees as additional insureds with
respect to vicarious liability of the insured arising out of the activities performed
by or on behalf of the Contractor.
d.
Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its department, agencies,
boards, commissions, universities, officers, officials, agents, and employees for
losses arising from work performed by or on behalf of the Contractor.
e.
Network Security (Cyber) and Privacy Liability coverage shall only be required
from each Contractor or subcontractor who is providing one of the following
Training Delivery Formats:
1.
Computer Based training (CBT) and/or
2.
E-Learning (E).
ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include, or be endorsed to include,
the following provisions:
1.
The Contractor's policies, as applicable, shall stipulate that the insurance afforded
the Contractor shall be primary and that any insurance carried by the
Department, its agents, officials, employees or the State of Arizona shall be excess
and not contributory insurance, as provided by A.R.S. § 41-621 E
2.
Insurance provided by the Contractor shall not limit the Contractor’s liability
assumed under the indemnification provisions of this Contract.
NOTICE OF CANCELLATION: Applicable to all insurance policies required within the Insurance
Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be
suspended, be canceled, or be materially changed for any reason without thirty (30) days prior
written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must
provide notice to the State of Arizona if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such
notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or
sent by facsimile transmission to State Procurement Office.
ACCEPTABILITY OF INSURERS: Contractor’s Insurance shall be placed with companies licensed in
the State of Arizona or hold approved non-admitted status on the Arizona Department of
Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not
less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer
rating is sufficient to protect the Contractor from potential insurer insolvency.
VERIFICATION OF COVERAGE: Contractor shall furnish the State of Arizona with certificates of
insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that
Contractor has the insurance as required by this Contract. An authorized representative of the
insurer shall sign the certificates.
All such certificates of insurance and policy endorsements must be received by the State
before work commences. The State’s receipt of any certificates of insurance or policy
endorsements that do not comply with this written agreement shall not waive or otherwise
affect the requirements of this agreement.
Each insurance policy required by this Contract must be in effect at, or prior to ,
commencement of work under this Contract. Failure to maintain the insurance policies as
required by this Contract, or to provide evidence of renewal, is a material breach of contract.
All such certificates required by this Contract shall be sent directly to the Arizona State
Procurement Office. The State of Arizona project/contract number and project description
shall be noted on the certificate of insurance. The State of Arizona reserves the right to
require complete, certified copies of all insurance policies required by this Contract at any

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time.
SUBCONTRACTORS: Contractors’ certificate(s) shall include all subcontractors as insured under its
policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors
have valid and collectable insurance as evidenced by the certificates of insurance and
endorsements for each subcontractor. All coverages for subcontractors shall be subject to the
minimum Insurance Requirements identified above. The Department reserves the right to
require, at any time throughout the life of this contract, proof from the Contractor that its
subcontractors have the required coverage.
APPROVAL and MODIFICATIONS: The Contracting Agency, in consultation with State Risk,
reserves the right to review or make modifications to the insurance limits, required coverages, or
endorsements throughout the life of this contract, as deemed necessary. Such action will not
require a formal Contract amendment but may be made by administrative action.
EXCEPTIONS: In the event the Contractor or sub-contractor(s) is/are a public entity, then the
Insurance Requirements shall not apply. Such public entity shall provide a Certificate of self-
insurance. If the Contractor or sub-contractor(s) is/are a State of Arizona agency, board,
commission, or university, none of the above shall apply.
6.3
Indemnification

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the
State of Arizona, and its departments, agencies, boards, commissions, universities, officers,
officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any
and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’
fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as
“Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or
intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful
acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or
subcontractors. This indemnity includes any claim or amount arising out of, or recovered under,
the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any
federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific
intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely
from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor
from and against any and all claims. It is agreed that Contractor will be responsible for primary loss
investigation, defense, and judgement costs where this indemnification is applicable. In
consideration of the award of this contract, the Contractor agrees to waive all rights of
subrogation against the State of, its officers, officials, agents, and employees for losses arising
from the work performed by the Contractor for the State of Arizona. This indemnification will
survive the termination of the above listed contract with the Contractor.
This indemnity shall not apply if the Contractor or sub-contractor(s) is/are an agency, board,
commission or university of the State of Arizona.
6.4
Patent and Copyright
Indemnification
CONTRACTOR/VENDOR (NOT PUBLIC AGENCY). With respect to Materials or Services provided or
proposed by a Contractor Indemnitor for performance under the Contract, Contractor shall
indemnify, defend and hold harmless State Indemnitees against any third-party claims for liability,
costs, and expenses, including, but not limited to reasonable attorneys' fees, for infringement or
violation of any patent, trademark, copyright, or trade secret by the Materials and the Services.
With respect to the defense and payment of claims under this subparagraph:
1.
State shall provide reasonable and timely notification to Contractor of any claim for which
Contractor may be liable under this paragraph;
2.
Contractor, with reasonable consultation from State, shall have control of the defense of
any action on an indemnified claim including all negotiations for its settlement or
compromise;
3.
State may elect to participate in such action at its own expense; and
4.
State may approve or disapprove any settlement or compromise, provided that, (i) State
shall not unreasonably withhold or delay such approval or disapproval and (ii) State shall
cooperate in the defense and in any related settlement negotiations.
If Contractor is a public agency, this paragraph 6.4 does not apply.

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6.5
Force Majeure
6.5.1
DEFINITION. For this paragraph, “force majeure” means an occurrence that is (a) beyond
the control of the affected party, (b) occurred without the party’s fault or negligence, and
(c) something the party was unable to prevent by exercising reasonable diligence.
Without limiting the generality of the foregoing, force majeure expressly includes acts of
God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil
disorders, fire, flood, lockouts, injunctions-intervention-acts, failures or refusals to act by
government authorities, and, subject to paragraph 7.66 [Performance in Public Health
Emergency], declared public health emergencies. Force majeure expressly does not
include late delivery caused by congestion at a manufacturer’s plant or elsewhere, an
oversold condition of the market, late performance by a Subcontractor unless the delay
arises out of an occurrence of force majeure, or inability of either Contractor or any
Subcontractor to acquire or maintain any required insurance, bonds, licenses, or permits.
6.5.2
RELIEF FROM PERFORMANCE. Except for payment of sums due, the parties are not liable
to each other if an occurrence of force majeure prevents its performance under the
Contract. If either party is delayed at any time in the progress of their respective
performance under the Contract by an occurrence of force majeure, the delayed party
shall notify the other no later than the following working day after the occurrence, or as
soon as it could reasonably have been expected to recognize that the occurrence had
effect in cases where the effects were not readily apparent. In any event, the notice must
make specific reference to this paragraph specifying the causes of the delay in the notice
and, if the effects of the occurrence are on-going, provide an initial notification and
thereafter the delayed party shall provide regular updates until such time as the effects
are fully known. To the extent it is able, the delayed party shall cause the delay to cease
promptly and notify the other party when it has done so. The parties shall extend the
time of completion by Contract Amendment for a period equal to the time that the
results or effects of the delay prevented the delayed party from performing.
6.5.3
EXCUSABLE DELAY IS NOT DEFAULT. Failure in performance by either party will not
constitute default hereunder or give rise to any claim for damages or loss of anticipated
profits if and to the extent that such failure was or is being caused by an occurrence of
force majeure.
6.5.4
DEFAULT DIMINISHES RELIEF. Entitlement to relief from the effects of an occurrence of
force majeure is diminished to the extent that the delay did or will result from the
affected party’s default unrelated to the occurrence, in which case and to that extent the
other party’s normal remedies and the affected party’s obligations would apply
undiminished.
6.6
Third Party
Antitrust
Violations
Contractor assigns to State any claim for overcharges resulting from antitrust violations to the
extent that those violations concern materials or services supplied by third parties to Contractor
toward fulfillment of the Contract.
7.0 Warranties
7.1
Conformity to
Requirements
Contractor warrants that, unless expressly provided otherwise elsewhere in the Contract, the
Materials and Services will for 1 (one) year after acceptance and in each instance: (1) conform to
the requirements of the Contract, which by way of reminder include without limitation all
descriptions, specifications, and drawings identified in the Scope of Work and any Contractor
affirmations included as part of the Contract; (2) be free from defects of material and
workmanship; (3) conform to or perform in a manner consistent with current industry standards;
and (4) be fit for the intended purpose or use described in the Contract. Mere delivery or
performance does not substitute for express acceptance by State. Where inspection, testing, or
other acceptance assessment of Materials or Services cannot be done until after installation, the
forgoing warranty will not begin until State’s acceptance.
7.2
Contractor
Personnel
Contractor warrants that its personnel will perform their duties under the Contract in a
professional manner, applying the requisite skills and knowledge, consistent with industry
standards, and in accordance with the requirements of the Contract. Contractor further warrants
that its key personnel will maintain any certifications relevant to their work, and Contractor shall
provide individual evidence of certification to State’s authorized representatives upon request.

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7.3
Intellectual
Property
Contractor warrants that the Materials and Services do not and will not infringe or violate any
patent, trademark, copyright, trade secret, or other intellectual property rights or laws, except
only to the extent the Specifications do not permit use of any other product and Contractor is not
and cannot reasonably be expected to be aware of the infringement or violation.
7.4
Licenses and Permits
Contractor warrants that it will maintain all licenses required under paragraph 3.7 [Contractor
Licenses] and all required permits valid and in force.
7.5
Operational Continuity
Contractor warrants that it will perform without relief notwithstanding being sold or acquired; no
such event will operate to mitigate or alter any of Contractor’s duties hereunder absent a
consented delegation under paragraph 5.3 [Assignment and Delegation] that expressly recognizes
the event.
7.6
Performance in Public
Health Emergency
Contractor warrants that it will:
1.
have in effect promptly after commencement a plan for continuing performance in the
event of a declared public health emergency that addresses, at a minimum: (a)
identification of response personnel by name; (b) key succession and performance
responses in the event of sudden and significant decrease in workforce; and
(c) alternative avenues to keep sufficient product on hand or in the supply chain; and
2.
provide a copy of its current plan to State within 3 (three) business days after State’s
written request. If Contractor claims relief under paragraph 6.5 [Force Majeure] for an
occurrence of force majeure that is a declared public health emergency, then that relief
will be conditioned on Contractor having first implemented its plan and exhausted all
reasonable opportunity for that plan implementation to overcome the effects of that
occurrence, or mitigate those effects to the extent that overcoming entirely is not
practicable.
For clarification of intent, being obliged to implement the plan is not of itself an occurrence of
force majeure, and Contractor will not be entitled to any additional compensation or extension of
time by virtue of having to implement it. Furthermore, failure to have or implement an
appropriate plan will be a material breach of contract.
7.7
Lobbying
7.7.1
PROHIBITION.
(a)
Contractor warrants that:
i. it will not engage in lobbying activities, as defined in 40 CFR part 34 and A.R.S.
§ 41-1231, et seq., using monies awarded under the Contract, provided that,
the foregoing does not intend to constrain Contractor's use of its own monies
or property, including without limitation any net proceeds duly realized under
the Contract or any value thereafter derived from those proceeds; and
ii. upon award of the Contract, it will disclose all lobbying activities to State to
the extent they are an actual or potential conflict of interest or where such
activities could create an appearance of impropriety.
(b)
Contractor shall implement and maintain adequate controls to assure compliance
with (a) above.
(c)
Contractor shall obtain an equivalent warranty from all Subcontractors and shall
include an equivalent no-lobbying provision in all Subcontracts.
7.7.2
EXCEPTION. This paragraph does not apply to the extent that the Services are defined in
the Contract as being lobbying for State’s benefit or on State’s behalf.
7.8
Survival of
Warranties
All representations and warrants made by Contractor under the Contract will survive the
expiration or earlier termination of the Contract.
8.0 State's Contractual Remedies

No modifications to uniform terms and conditions section
9.0 Contract Termination

No modifications to uniform terms and conditions section

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10.0 Contract Claims
10.1
Claim
Resolution
Notwithstanding any law to the contrary, all contract claims or controversies under the Contract
are to be resolved according to Arizona Revised Statutes Title 41, Chapter 23, Article 9, and rules
adopted thereunder, including judicial review under A.R.S. § 12-1518.
10.2
Mandatory
Arbitration
In compliance with A.R.S. § 12-1518, the parties agree to comply in a judicial review proceeding
with any applicable, mandatory arbitration requirements.
11.0 General Provisions for Materials
11.1
Applicability
11.2
Off-Contract
Materials
11.3
Compensation for
Late Deliveries
11.4
Indicate Shipping
Costs on Order
11.5
Current Products
11.6
Maintain
Comprehensive
Selection
11.7
Additional
Products

11.8
Discounted
Article 11 applies to the extent the Work is or includes Materials.
Contractor shall ensure that the design and/or procedures for the Materials ordering method
prevents Orders for off-contract items or excluded items. Notwithstanding that State might have
its own internal administrative rules regarding off-contract or excluded item ordering, and
endeavors to prevent such orders from occurring, Contractor is responsible for not accepting any
such Orders, State may, at its discretion, return any such items under subparagraph 11.17 or
cancel any such Order under subparagraph 11.18, n either case being without obligation and at
Contractor’s expense. As used above, “off-contract item” refers to any product not included in the
scope of the Contract and for which no price or compensation has been established contractually,
and “excluded item” refers to any product expressly stated in the Contract as being excluded from
the Contract.
Contractor shall have clear, published policies in place regarding late delivery, order cancelation,
discounts, or rebates given to compensate for late deliveries, etc., and make them readily
available to those Eligible Agencies, and Co-Op Buyers if applicable, that are likely to need them
Contractor shall identify and provide the required substantiating documentation for the amount it
intends to add for shipping in the Order acknowledgment if shipping is additional to the
contracted price or rate for an item; otherwise, Contractor shall indicate that shipping is included
in the Order price (in other words, every Order must indicate clearly whether or not shipping is
included in the Order price, and if not included, how much is to be added and why that amount is
the correct or appropriate one)
Contractor shall keep all products being offered under the Contract: (a) in current and ongoing
production; (b) in its advertised product lines; (c) as models or types that are actively functioning
in other paying customer environments; and (d) in conformance to the requirements of the
Contract
Contractor shall provide at all times the comprehensive selection of products for which a price is
established in the Commercial Document for ordering by Eligible Agencies, and Co-Op Buyers if
applicable.
State, at its discretion, may modify the scope of the Contract by Contract Amendment to include
additional products or product categories so long as they are within the general scope of the ones
originally covered by the Contract. Once the Contract Amendment has been fully executed,
Contractor shall then update all applicable catalogs and price lists and make them available to all
affected entities at no additional cost. Either party may make the request to add products to the
Contract; regardless of who makes the request, the parties shall negotiate in good faith a fair price
for any additional products, but State may elect not to add some or all of the products in question
if no agreement is reached on pricing in a timely manner. Contractor’s request or proposal in
response to State’s request must include: (a) documentation demonstrating that the additional
products meet or exceed the specifications for the original products while remaining in the same
product groups as the original ones; and (b) documentation demonstrating that the proposed
price for the additional products is both fair and reasonable and at the same level of discount
relative to market price as were the original ones. Demonstration of (b) typically requires showing
how prices at which sales are currently or were last made to a significant number of buyers
compare to the prices or discounts (as applicable) being proposed for the additional products
If a product or groups of products covered by the Contract are discontinued by the manufacturer,

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Products
11.9
Forced
Substitutes
11.10
Recalls

11.11
Delivery

11.12
Delivery Time
11.13
Delivery Locations

Contractor shall notify State within 5 (five) business days after receiving the manufacturer’s
notification. State, at its discretion, will either allow Contractor to provide substitutes for the
discontinued products or delete the products from the scope of the Contract, both of which will be
accomplished by Contract Amendment. Contractor shall then update all applicable catalogs and
price lists and make them available to all affected entities at no additional cost. The parties shall
negotiate in good faith a fair price for any substitute product, but State may elect to delete the
products from the scope of the Contract if no agreement is reached on substitute pricing in a
timely manner. When notifying State of the discontinuance, Contractor shall provide:
(a) manufacturer’s announcement or documentation stating that the products have been
discontinued, with identification by model/part number; (b) documentation demonstrating that
the substitute products meet or exceed the specifications for the discontinued products while
remaining in the same product groups as were the discontinued ones; and (c) documentation
demonstrating that the proposed price for the substitute products is both fair and reasonable and
at the same level of discount relative to market price as were the discontinued ones.
Forced substitutions will not be permitted; Contractor shall obtain State’s prior written consent
before making any discretionary substitution for any product covered by the Contract.
In the event of a recall notice, technical service bulletin, or other important notification affecting a
product offered under the Contract (collectively, “recalls” hereinafter), Contractor shall send
timely notice to State for each applicable Order referencing the affected Order and product.
Notwithstanding whatever protection Contractor might have under A.R.S. § 12-684 with respect to
a manufacturer, Contractor shall handle recalls entirely and without obligation on State’s part,
other than to permit removal of installed products, retrieval of stored products, etc., as necessary
to implement the recall
11.11.1 PRICING. Unless stated otherwise in the Commercial Document, all Materials prices set
forth therein are FCA (seller’s dock) Incoterms®2010, with “seller’s dock” meaning the last place of
manufacturing, assembly, integration, final packing, or warehousing before departure to
designated point of delivery to State. For reference, the foregoing is to be construed as equivalent
to “F.o.b. Origin, Contractor’s Facility” under FAR 52.247-30
11.11.2 LIABILITY. Unless stated otherwise in the Commercial Document or an Order,
Contractor’s liability for all Materials is DDP (State-designated receiving point per Order)
Incoterms®2010, but with unloading at destination included. For reference, the foregoing is to be
construed as equivalent to “F.o.b. Destination, Within Consignee’s Premises” under FAR 52.247-
35.
11.11.3 PAYMENT. Unless stated otherwise in the Commercial Document or an Order, State shall
reimburse Contractor the costs of the difference between DDP (State-designated receiving point
per Order) and FCA (seller’s dock) with no mark-up, which Contractor shall itemize and invoice
separately
Unless stated otherwise in the Commercial Document generally or in the applicable Order
particularly, Contractor shall make delivery within 2 (two) business days after receiving each Order
Contractor shall offer deliveries to every location served under the scope of the Contract,
specifically
1.
if the Contract is for a single State agency in a single area, then Contractor shall
deliver to any agency location in that area;
2.
if the Contract is for a single State agency in all its locations, then Contractor shall
deliver to any of that agency’s location in Arizona;
3.
if the Contract is for statewide use but excludes certain areas, then Contractor shall
deliver to any Eligible Agency or Co-Op Buyer location that is not in the excluded
areas; and
4.
if the Contract is for unrestricted statewide use, then:
i.
Contractor shall deliver to any Eligible Agency or Co-Op Buyer anywhere in
Arizona;

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11.14
Conditions at Delivery
Location

11.15
Materials

11.16
Acceptance
11.17
Correcting Defects
11.18
Returns

Order Cancellations

b)
If a prospective Co-Op Buyer outside Arizona wishes to order against the
Contract, Contractor agrees to negotiate in good faith any fair and reasonable
price or lead time adjustments necessary to serve that location if practicable to
do so within the scope of its normal business; and,
c)
if the Commercial Document indicates defined delivery areas and prices, those
always apply unless the Order expressly states otherwise and Contractor
accepts it.
Contractor shall verify receiving hours and conditions (i.e. height/weight restrictions, access
control, etc.) with the relevant purchaser for the receiving site before scheduling or making a
delivery. State will neither allow extra charges for wait time, comebacks, or the like nor excuse late
delivery if Contractor has failed to make the verification or comply with the applicable conditions.
Contractor shall make each delivery to the specific location indicated in the Order, which
Contractor acknowledges might be inside an industrial building, institutional building, low-rise
office building, or high-rise office building instead of a normal receiving dock. Contractor might be
required to make deliveries to locations inside a secured perimeter at certain institutional facilities
such as prisons where prior clearances are required for each delivery and driver individually.
Contractor shall contact each such facility directly to confirm its most-current security clearance
procedures, allowable hours for deliveries, visitor dress code, and other applicable rules. State will
neither allow extra charges for wait time, comebacks, or the like nor excuse late delivery if
Contractor has failed to make the confirmation or comply with the applicable conditions
State has the right to make acceptance of Materials subject to a complete inspection on delivery
and installation, if installation is Contractor’s responsibility. State may apply as acceptance criteria
conformity to the Contract, workmanship and quality, correctness of constituent materials, and
any other matter for which the Contract or applicable laws state a requirement, whether stated
directly or by reference to another document, standard, reference specification, etc. Contractor
shall remove any rejected Materials from the delivery location, or from any immediate environs to
which it might have been reasonably necessary to move it, carry it off the delivery premises, and
subsequently deliver an equal number or quantity of conforming items. State will not owe
Contractor any payment for rejected Materials, and State may, at its discretion, withhold or make
partial payment for any rejected Materials that have been returned to Contractor in those
instances where State has agreed to permit repair instead of demanding replacement.
Contractor shall, at no additional cost and without entitlement to extension of any delivery
deadline or specified time for performance, remove or exchange and replace any defective or non-
conforming delivered or installed Materials
1.
Contractor shall be solely responsible for the cost of any associated cutting and patching,
temporary protection measures, packing and crating, hoisting and loading, transportation,
unpacking, inspection, repacking, reshipping, and reinstallation if installation is within the
scope of the Contract.
2.
If Contractor fails to do so in a timely manner, State will be entitled to exercise its remedies
under paragraph 8.5 [Right of Offset] of the Uniform Terms and Conditions.
3.
Whether State will permit Contractor to repair in place or demands that Contractor
remove and replace is at State’s discretion in each instance, provided that, State shall not
apply that discretion punitively if repair in place is practicable and doing so would not
create safety hazards, put property at risk, unreasonably interfere with operations, create
public nuisance, or give rise to any other reasonable concern on State’s part.
State may, at its discretion, return for full credit and with no restocking charges any delivered
Materials unused in the original packaging, including any instruction manuals or other incidental
item that accompanied the original shipment, within thirty (30) days after receipt. If State elects to
return delivered Materials, then State shall pay all freight, delivery, and transit insurance costs to
return the products to the place from which Contractor shipped them, provided that, if State
returns delivered Materials because they are defective or non-conforming or for any other reason
having to do with Contractor fault or error, then State will not be responsible for paying freight,
delivery, or transit insurance costs to return the products and may, at its discretion, either have

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11.19
Product Safety

11.20
Hazardous Materials

those billed directly to Contractor or offset them under paragraph 8.5 [Right of Offset] of the
Uniform Terms and Conditions.
State may cancel Orders within a reasonable period after issuance and at its discretion. The same
method as that used for ordering will be used for cancellation. If State cancels an Order, then State
shall:
1.
pay Contractor for any portion of the Materials and Services from that Order that have
been properly delivered or performed as of the cancellation effective date plus one (1)
additional business day
2.
reimburse Contractor for:
(a)
its actual, documented costs incurred in fulfilling the Order up to the
cancellation effective date plus one (1) additional business day;
(b)
the cost of any obligations it incurred in fulfilling the Order up to the
cancellation effective date plus one (1) additional business day that
demonstrably cannot be canceled, or that have pre-established cancelation
penalties specified in the relevant Subcontracts, to the extent the penalties
are reasonable and customary for the work in question; and,
3.
Contractor shall not charge or be entitled to charge State for any new costs it incurs after
receiving the cancellation notice.
By way of reminder, State is not liable for any products that were produced, shipped, or delivered
or any services that were performed before Contractor had acknowledged the corresponding
Order
Materials as-shipped must comply with applicable safety regulations and standards. Unless
expressly stated otherwise in the Scope of Work, State is not responsible for making any Materials
safe or compliant following acceptance and is relying exclusively on Contractor to deliver only
products that are already safe and compliant
Contractor shall timely provide State with any “Safety Data Sheets” (SDS) and any other hazard
communication documentation required under the US Department of Labor’s Occupational Safety
and Health Administration (OSHA) “Hazard Communication Standard” (often referred to as the
“HazCom 2012 Final Rule”) that is reasonably necessary for State to comply with regulations when
it or its other contractors install, handle, operate, repair, maintain or remove any Materials. Note
that, in the past, those documents might have been referred to as “Material Safety Data Sheets”
or “Product Safety Data Sheets”, but State (and this Contract) use only the more up-to-date “SDS”
reference. Contractor shall ensure that all its relevant personnel understand the nature of and
hazards associated with, to the extent it they are Contractor’s responsibility under the Contract,
the design, shipping, handling, delivery, installation, repair and maintenance of any portion of the
Work that is, contains or will become upon use a hazardous material, with “hazardous material”
being any material or substance that is: (1) identified now or in the future as being hazardous,
toxic or dangerous under applicable laws; or (2) subject to statutory or regulatory requirement
governing special handling, disposal or cleanup
12.0 General Provisions for Services
12.1
Applicability
Article 12 applies to the extent the Work is or includes Services.
12.2
Comprehensive
Services Offering
Contractor shall provide the comprehensive range of services for which a price is established in the
Pricing Document for ordering by Eligible Agencies, and Co-Op Buyers if co-op buying applies.
12.3
Additional Services
State at its discretion may modify the scope of the Contract by Contract Amendment to include
additional services or service categories that are within the general scope of the ones originally
covered by the Contract if it determines that doing so is in its best interest. Once the Contract
Amendment is fully executed, Contractor shall then update all applicable price lists and make them
available to all affected entities at no additional cost. Either party may make the request to add
services to the Contract; regardless of who makes the request, the parties shall negotiate in good

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faith a fair price for any additional services, but State may elect not to add some or all of the
services in question if no agreement is reached on pricing in a timely manner. Contractor’s request
or proposal in response to State’s request must include documentation demonstrating that the
proposed price for the additional services is both fair and reasonable and comparable to the
original ones.
12.4
Off-Contract Services
Contractor shall ensure that the design and/or procedures for the Services ordering method
prevents Orders for off-contract or excluded services. Notwithstanding that State might have its
own internal administrative rules regarding off contract or excluded service ordering, and
endeavors to prevent such orders from occurring, Contractor is responsible for not accepting any
such Orders. State may, at its discretion, cancel any such Order without obligation. As used above,
“off-contract service” refers to any service not included in the scope of the Contract and for which
no price or compensation has been established contractually, and “excluded service” refers to any
service expressly excluded from the scope of the Contract.
12.5
Removal of Personnel
Notwithstanding that Contractor is in every circumstance responsible for hiring, assigning,
directing, managing, training, disciplining, and rewarding its personnel, State may at its discretion
and without the obligation to demonstrate cause instruct Contractor to remove any of its
personnel from State’s facilities or from further assignment under the Contract. In such cases,
Contractor shall promptly replace them with other personnel having equivalent qualifications,
experience, and capabilities.
12.6
Transitions
During commencement, Contractor shall attend transition meetings with any outgoing vendors to
coordinate and ease the transition so that the effect on State’s operations is kept to a minimum.
State may elect to have outgoing vendors complete some or all of their work or orders in progress
to ease the transition as is safest and most efficient in each instance, even if that scope is covered
under the Contract. Conversely, State anticipates having a continued need for the same materials
and services upon expiration or earlier termination of the Contract. Accordingly, Contractor shall
work closely with any new (incoming) vendor and State to ensure as smooth and complete a
transfer as is practicable. State’s representative shall coordinate all transition activities and
facilitate joint development of a comprehensive transition plan by both Contractor and the
incoming vendor. As with the incoming transition. State may permit Contractor (outgoing) to
complete work or orders in progress to ease the transition as is safest and most efficient in each
instance.
12.7
Accuracy of Work
Contractor is responsible for the accuracy of the Services, and shall promptly make all necessary
revisions or corrections resulting from errors and omissions on its part without additional
compensation. Acceptance by State will not relieve Contractor of responsibility for correction of
any errors discovered subsequently or necessary clarification of any ambiguities.
12.8
Requirements at
Services Location
Contractor personnel shall perform their assigned portions of the Services at the specific location
indicated in the Order (if applicable). Contractor acknowledges that the location might be inside an
industrial building, institutional building, or one of various office types and classes. Additionally, if
performing the Services requires Contractor personnel to work inside a secured perimeter at
certain institutional facilities such as prisons where prior clearances are required, Contractor shall
contact the facility directly to confirm its most-current security clearance procedures, allowable
hours for work, visitor dress code, and other applicable rules. State will neither allow extra charges
for wait time, comebacks, or the like nor excuse late performance if Contractor has failed to make
the confirmation or comply with the applicable conditions.
12.9
Services Acceptance
State has the right to make acceptance of Services subject to acceptance criteria. State may apply
as acceptance criteria conformity to the Contract, accuracy, completeness, or other indicators of
quality or other matter for which the Contract or law states a requirement, whether stated
directly or by reference to another document, standard, reference specification, etc. State will not
owe Contractor any payment for un-accepted Services; and State may, at its discretion, withhold
or make partial payment for any rejected Services if Contractor is still in the process of re-
performing or otherwise curing the grounds for State’s rejection.

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12.10
Corrective Action
Required
Notwithstanding any other guarantees, general warranties, or particular warranties Contractor has
given under the Contract, if Contractor fails to perform any material portion of the Services,
including failing to complete any contractual deliverable, or if its performance fails to meet agreed-
upon service levels or service standards set out in or referred to in the Contract, then Contractor
shall perform a root-cause analysis to identify the source of the failure and use all commercially
reasonable efforts to correct the failure and meet the Contract requirements as promptly as is
practicable.
1.
Contractor shall provide to State a report detailing the identified cause and setting out its
detailed corrective action plan promptly after the date the failure occurred (or the date
when the failure first became apparent, if it was not apparent immediately after
occurrence).
2.
State may demand to review and approve Contractor’s analysis and plans, and Contractor
shall make any corrections State instructs and adopt State’s recommendations so far as is
commercially practicable, provided that State may insist on any measures it determines
within reason to be necessary for safety or protecting property and the environment.
3.
Contractor shall take the necessary action to avoid any like failure in the future, if doing so
is appropriate and practicable under the circumstances.
13.0 Data and Information Handling
13.1
Applicability
Article 13 applies to the extent the Work includes handling of any (1) State’s proprietary and
sensitive data or (2) confidential or access-restricted information obtained from State or from
others at State’s behest.
13.2
Data Protection and
Confidentiality of
Information
Contractor warrants that it will establish and maintain procedures and controls acceptable to State
for ensuring that State’s proprietary and sensitive data is protected from unauthorized access and
information obtained from State or others in performance of its contractual duties is not
mishandled, misused, or inappropriately released or disclosed. For purposes of this paragraph, all
data created by Contractor in any way related to the Contract, provided to Contractor by State, or
prepared by others for State are proprietary to State, and all information by those same avenues is
State’s confidential information. To comply with the foregoing warrant:
1.
Contractor shall: (a) notify State immediately of any unauthorized access or inappropriate
disclosures, whether stemming from an external security breach, internal breach, system
failure, or procedural lapse; (b) cooperate with State to identify the source or cause of
and respond to each unauthorized access or inappropriate disclosure; and (c) notify State
promptly of any security threat that could result in unauthorized access or inappropriate
disclosures; and
2.
Contractor shall not: (a) release any such data or allow it to be released or divulge any
such information to anyone other than its employees or officers as needed for each
person’s individual performance of his or her duties under the Contract, unless State has
agreed otherwise in advance and in writing; or (b) respond to any requests it receives
from a third party for such data or information, and instead route all such requests to
State’s designated representative.
13.3
Personally Identifiable
Information.
Without limiting the generality of paragraph 13.2, Contractor warrants that it will protect any
personally identifiable information (“PII”) belonging to State’s employees’ or other contractors or
members of the general public that it receives from State or otherwise acquires in its performance
under the Contract.
For purposes of this paragraph:
1.
PII has the meaning given in the [federal] Office of Management and Budget (OMB)
Memorandum M-17-12 Preparing for and Responding to a Breach of Personally
Identifiable Information”, January 3, 2017; and
2.
“protect” means taking measures to safeguard personally identifiable information and
prevent its breach that are functionally equivalent to those called for in that OMB
memorandum and elaborated on in the [federal] General Services Administration (GSA)
Directive CIO P 2180.1 GSA Rules of Behavior for Handling Personally Identifiable

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Information.
NOTE (1): For convenience of reference only, the OMB memorandum is available at:
https://dpcld.defense.gov/Privacy/Authorities-and-Guidance/
NOTE (2): For convenience of reference only, the GSA directive is available at:
http://www.gsa.gov/portal/directive/d0/content/658222
13.4
Protected Health
Information
Contractor warrants that, to the extent performance under the Contract involves individually
identifiable health information (referred to hereinafter as protected health information (“PHI”)
and electronic PHI (“ePHI”) as defined in the Privacy Rule referred to below), it:
1.
is familiar with and will comply with the applicable aspects of the following collective
regulatory requirements regarding patient information privacy protection: (a) the
“Privacy Rule” in CFR 45 Part 160 and Part 164 pursuant to the Health Insurance
Portability and Accountability Act (“HIPAA”) of 1996; (b) Arizona laws, rules, and
regulations applicable to PHI/ePHI that are not preempted by CFR 45-160(B) or the
Employee Retirement Income Security Act of 1974 (“ERISA”) as amended; and (c) State’s
current and published PHI/ePHI privacy and security policies and procedures;
2.
will cooperate with State in the course of performing under the Contract so that both
State and Contractor stay in compliance with the requirements in (1) above; and
3.
will sign any documents that are reasonably necessary to keep both State and Contractor
in compliance with the requirements in (1) above, in particular “Business Associate
Agreements” in accordance with the Privacy Rule.
NOTE: For convenience of reference only, the Privacy Rule is available at:
http://www.hhs.gov/hipaa/for-professionals/privacy/index.html

14.0 Information Technology Work
14.1
Applicability
Article 14 applies to any Invitation for Bids, Request for Proposals, or Request for Quotations for
"Information Technology," as defined In A.R.S. § 41-3501(6) 6: “ . . . computerized and auxiliary
automated information processing, telecommunications and related technology, including
hardware, software, vendor support and related services, equipment and projects” if and to the
extent that the Work is or includes Information Technology.
14.2
Background Checks
Each of Contractor’s personnel who is an applicant for an information technology position must
undergo the security clearance and background check procedure, which includes fingerprinting, as
required by A.R.S § 41-710. Contractor shall obtain and pay for the security clearance and
background check. Contractor personnel who will have administrator privileges on a State network
must additionally provide identify and address verification and undergo State-specified training for
unescorted access, confidentiality, privacy, and data security.
14.3
Information Access
14.3.1
SYSTEM MEASURES. Contractor shall employ appropriate system management and
maintenance, fraud prevention and detection, and encryption application and tools to any
systems or networks containing or transmitting State’s proprietary data or confidential
information.
14.3.2
INDIVIDUAL MEASURES. Contractor personnel shall comply with applicable State policies
and procedures regarding data access, privacy, and security, including prohibitions on
remote access and obtaining and maintaining access IDs and passwords. Contractor is
responsible to State for ensuring that any State access IDs and passwords are used only by
the person to whom they were issued. Contractor shall ensure that personnel are only
provided the minimum only such level of access necessary to perform his or duties.
Contractor shall on request provide a current register of the access IDs and passwords and
corresponding access levels currently assigned to its personnel.
14.3.3
ACCESS CONTROL. Contractor is responsible to State for ensuring that hardware,
software, data, information, and that has been provided by State or belongs to or is in the

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custody of State and is accessed or accessible by Contractor personnel is only used in
connection with carrying out the Work, and is never commercially exploited in any
manner whatsoever not expressly permitted under the Contract. State may restrict access
by Contractor personnel, or instruct Contractor to restrict access their access, if in its
determination the requirements of this subparagraph are not being met.
14.4
Pass-Through Indemnity 14.4.1
INDEMNITY FROM THIRD PARTY. For computer hardware or software included in the
Work as discrete units that were manufactured or developed solely by a third party,
Contractor may satisfy its indemnification obligations under the Contract by, to the extent
permissible by law, passing through to State such indemnity as it receives from the third-
party source (each a “Pass-Through Indemnity”) and cooperating with State in enforcing
that indemnity. If the third party fails to honor its Pass-Through Indemnity, or if a Pass-
Through Indemnity is insufficient to indemnify State Indemnitees to the extent and degree
Contractor is required to do by the Uniform Terms and Conditions, then Contractor shall
indemnify, defend and hold harmless State Indemnitees to the extent the Pass-Through
Indemnity does not.
14.4.2
NOTIFY OF CLAIMS. State shall notify Contractor promptly of any claim to which a Pass-
Through Indemnity might apply. Contractor, with reasonable consultation from State,
shall control of the defense of any action on any claim to which a Pass-Through Indemnity
applies, including negotiations for settlement or compromise, provided that:
(a)
State reserves the right to elect to participate in the action at its own expense;
(b) State reserves the right to approve or reject any settlement or compromise on
reasonable grounds and if done so timely; and
(c)
State shall in any case cooperate in the defense and any related settlement
negotiations.
14.5
Systems and Controls
In consideration for State having agreed to permit Pass-Through Indemnities in lieu of direct
indemnity, Contractor agrees to establish and keep in place systems and controls appropriate to
ensure that State funds under this Contract are not knowingly used for the acquisition, operation,
or maintenance of Materials or Services in violation of intellectual property laws or a third party’s
intellectual property rights.
14.6
Redress of
Infringement.
14.6.1
REPLACE, LICENSE, OR MODIFY. If Contractor becomes aware that any Materials or
Services infringe, or are likely to be infringing on, any third party’s intellectual property
rights, then Contractor shall at its sole cost and expense and in consultation with State
either:
(a)
replace any infringing items with non-infringing ones;
(b) obtain for State the right to continue using the infringing items; or
(c)
modify the infringing item so that they become non-infringing, so long as they
continue to function as specified following the modification.
14.6.2
CANCELLATION OPTION. In every case under 14.6.1, if none of those options can
reasonably be accomplished, or if the continued use of the infringing items is
impracticable, State may cancel the relevant Order or terminate the Contract and
Contractor shall take back the infringing items. If State does cancel the Order or terminate
the Contract, Contractor shall refund to State:
(a) for any software created for State under the Contract, the amount State paid to
Contactor for creating it;
(b) for all other Materials, the net book value of the product provided according to
generally accepted accounting principles; and
(c)
for Services, the amount paid by State or an amount equal to 12 (twelve) months of
charges, whichever is less.
14.6.3. EXCEPTIONS. Contractor will not be liable for any claim of infringement based solely on

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any of the following by a State Indemnitee:
(a)
modification or use of Materials other than as contemplated by the Contract or
expressly authorized or proposed by a Contractor Indemnitor;
(b) operation of Materials with any operating software other than that supplied by
Contractor or authorized or proposed by a Contractor Indemnitor; or
(c)
combination or use with other products in a manner not contemplated by the
Contract or expressly authorized or proposed by a Contractor Indemnitor.
14.7
First Party Liability
Limitation
14.7.1
LIMIT. Subject to the provisos that follow below and unless stated otherwise in the Special
Terms and Conditions, State’s and Contractor’s respective first party liability arising from
or related to the Contract is limited to the greater of $1,000,000 (one million dollars) or
3 (three) times the purchase price of the specific Materials or Services giving rise to the
claim.
14.7.2
PROVISOS. This paragraph 14.7 limits liability for first party direct, indirect, incidental,
special, punitive, and consequential damages relating to the Work regardless of the legal
theory under which the liability is asserted. This paragraph 14.7 does not limit liability
arising from any:
(a) Indemnified Claim against which Contractor has indemnified State Indemnitees
under paragraph 6.3;
(b) claim against which Contractor has indemnified State Indemnitees under paragraph
6.4; or
(c) provision of the Contract calling for liquidated damages or specifying amounts or
percentages as being at-risk or subject to deduction for performance deficiencies.
14.7.3
PURCHASE PRICE DETERMINATION. If the Contract is for a single-agency and a single
Order (or if no Order applies), then “purchase price” in Subparagraph 14.7.1 above means
the aggregate Contract price current at the time of Contract expiration or earlier
termination, including all Contract Amendments having an effect on the aggregate price
through that date. In all other cases, “purchase price” above means the total price of the
Order for the specific equipment, software, or services giving rise to the claim, and
therefore a separate limit will apply to each Order.
14.7.4
NO EFFECT ON INSURANCE. This paragraph does not modify the required coverage limits,
terms, and conditions of, or any insured’s ability to claim against, any insurance that
Contractor is required by the Contract to provide, and Contractor shall obtain express
endorsements that it does not.
14.8
Information Technology
Warranty
14.8.1
SPECIFIED DESIGN. Where the Scope of Work for information technology Work provides a
detailed design specification or sets out specific performance requirements, Contractor
warrants that the Work will provide all functionality material to the intended use stated in
the Contract, provided that, the foregoing warranty does not extend to any portions
of the Materials that are:
(a)
modified or altered by anyone not authorized by Contractor to do so;
(b) maintained
in
a
way
inconsistent
to
any
applicable
manufacturer
recommendations; or
(c)
operated in a manner not within its intended use or environment.
14.8.2
COTS SOFTWARE. With respect to Materials provided under the Contract that are
commercial-off-the-shelf (COTS) software, Contractor warrants that:
(a)
to the extent possible, it will test the software before delivery using commercially
available virus detection software conforming to current industry standards;
(b) the COTS software will, to the best of its knowledge, at the time of delivery be free
of viruses, backdoors, worms, spyware, malware, and other malicious code that
could hamper performance, collect unlawfully any personally identifiable

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information, or prevent products from performing as required by the Contract; and
(c)
it will provide a new or clean install of any COTS software that State has reason to
believes contains harmful code.
14.8.3
PAYMENT HAS NO EFFECT. The warranties in this paragraph are not affected by State’s
inspection, testing, or payment.
14.9
Specific Remedies

Unless expressly stated otherwise elsewhere in the Contract, State’s remedy for breach of
warranty under paragraph 14.8 includes, at State’s discretion, re-performance, repair,
replacement, or refund of any amounts paid by State for the nonconforming Work, plus (in every
case) Contractor’s payment of State’s additional, documented, and reasonable costs to procure
materials or services equivalent in function, capability, and performance at that first called for. For
clarification of intent, the foregoing obligations are limited by the limitation of liability in paragraph
14.7. If none of the forgoing options can reasonably be effected, or if the use of the materials by
State is made impractical by the nonconformance, then State may seek any remedy available to it
under law.
14.10
Section 508 Compliance
Unless specifically authorized in the Contract, any electronic or information technology offered to
the State of Arizona under this Contract shall comply with A.R.S. § 18-131 and § 18-132 and Section
508 of the Rehabilitation Act of 1973, which requires that employees and members of the public
shall have access to and use of information technology that is comparable to the access and use by
employees and members of the public who are not individuals with disabilities.
14.11
Cloud Applications
The following are required for Contractor of any “cloud” solution that hosts State data outside of
the State’s network, or transmits and/or receives State data.
1.
Submit a completed Arizona Baseline Infrastructure Security Controls assessment
spreadsheet
as
found
at:
https://aset.az.gov/resources/policies-standards-and-
procedures, and mitigate or install compensating controls for any issues of concern
identified by State. Contractor is required to provide any requested documentation
supporting the review of the assessment. The assessment shall be re-validated on a
minimum annual basis.
2.
State reserves the right to conduct Penetration tests or hire a third party to conduct
penetration tests of the Contractor’s application. Contractor will be alerted in advance
and arrangements made for an agreeable time. Contractor shall respond to all serious
flaws discovered by providing an acceptable timeframe to resolve the issue and/or
implement a compensating control.
3.
Contractor must submit copy of system logs from cloud system to State of AZ security
team on a regular basis to be added to the State SIEM (Security Information Event
Monitor) or IDS (Intrusion Detection System).
Contractor must employ a government-rated cloud compartment to better protect sensitive or
regulated State data.
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Uniform Terms and Conditions
Version: 9 (7/1/2013)
1.0 Definition of Terms
As used in the Contract, the terms listed below are defined as follows:
1.1
Attachment
“Attachment” means any item the solicitation requires the Offeror to submit as part of the Offer.
1.2
Contract
“Contract” ” means the combination of the Solicitation, including the Uniform and Special
Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and
Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation
Amendments or Contract Amendments.
1.3
Contract
Amendment
"Contract Amendment" means a written document signed by the Procurement Officer that is
issued for the purpose of making changes in the Contract.
1.4
Contractor
“Contractor” means any Person who has a Contract with the State.
1.5
Days
“Days” means calendar days unless otherwise specified.
1.6
Exhibit
“Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section
of the Solicitation.
1.7
Gratuity
“Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything
of more than nominal value, present or promised, unless consideration of substantially equal or
greater value is received.
1.8
Materials
“Materials” means all property, including equipment, supplies, printing, insurance and leases of
property but does not include land, a permanent interest in land or real property or leasing space.
1.9
Procurement
Officer
“Procurement Officer” means the person, or his or her designee, duly authorized by the State to
enter into and administer Contracts and make written determinations with respect to the
Contract.
1.10
Services
“Services” has the meaning given in A.R.S. § 41-2503(35), which, for convenience of reference
only, is “… the furnishing of labor, time, or effort by [the] [C]ontractor or [S}ubcontractor which
does not involve the delivery of a specific end product other than required reports and
performance [but] does not include employment agreements or collective bargaining
agreements.” Services includes Building Work and the service aspects of software described in
paragraph 1.8.
1.11
State
“State” means the State of Arizona and Department or Agency of the State that executes the
Contract.
1.12
State Fiscal Year
“State Fiscal Year” means the period beginning with July 1 and ending June 30.
1.13
Subcontract
“Subcontract” means any Contract, express or implied, between the Contractor and another party
or between a subcontractor and another party delegating or assigning, in whole or in part, the
making or furnishing of any material or any service required for the performance of the Contract.
2.0 Contract Interpretation
2.1
Arizona Law
The Arizona law applies to this Contract including, where applicable, the Uniform Commercial
Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised
Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code
(A.A.C.) Title 2, Chapter 7.
2.2
Implied Terms
Each provision of law and any terms required by law to be in this Contract are a part of this
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;

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2.3.2. Uniform Terms and Conditions;
2.3.3. Statement or Scope of Work;
2.3.4. Specifications;
2.3.5. Attachments;
2.3.6. Exhibits;
2.3.7. Documents referenced or included in the Solicitation.
2.4
Relationship of
Parties
The Contractor under this Contract is an independent Contractor. Neither party to this Contract
shall be deemed to be the employee or agent of the other party to the Contract.
2.5
Severability
The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall
not affect any other term or condition of the Contract.
2.6
No Parole Evidence
This Contract is intended by the parties as a final and complete expression of their agreement. No
course of prior dealings between the parties and no usage of the trade shall supplement or explain
any terms used in this document and no other understanding either oral or in writing shall be
binding.
2.7
No Waiver

Either party’s failure to insist on strict performance of any term or condition of the Contract shall
not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the
nonconforming performance knows of the nature of the performance and fails to object to it.
3.0 Contract Administration and Operation
3.1
Records
Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require
each subcontractor to retain all data and other “records” relating to the acquisition and
performance of the Contract for a period of five years after the completion of the Contract. All
records shall be subject to inspection and audit by the State at reasonable times. Upon request,
the Contractor shall produce a legible copy of any or all such records.
3.2
Non-Discrimination
The Contractor shall comply with State Executive Order No. 2009-09 and all other applicable
Federal and State laws, rules and regulations, including the Americans with Disabilities Act.
3.3
Audit
Pursuant to ARS § 35-214, at any time during the term of this Contract and five (5) years
thereafter, the Contractor’s or any subcontractor’s books and records shall be subject to audit by
the State and, where applicable, the Federal Government, to the extent that the books and
records relate to the performance of the Contract or Subcontract.
3.4
Facilities Inspection
and Materials Testing
The Contractor agrees to permit access to its facilities, subcontractor facilities and the Contractor’s
processes or services, at reasonable times for inspection of the facilities or materials covered
under this Contract. The State shall also have the right to test, at its own cost, the materials to be
supplied under this Contract. Neither inspection of the Contractor’s facilities nor materials testing
shall constitute final acceptance of the materials or services. If the State determines
noncompliance of the materials, the Contractor shall be responsible for the payment of all costs
incurred by the State for testing and inspection.
3.5
Notices
Notices to the Contractor required by this Contract shall be made by the State to the person
indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated
in the Contract. Notices to the State required by the Contract shall be made by the Contractor to
the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise stated
in the Contract. An authorized Procurement Officer and an authorized Contractor representative
may change their respective person to whom notice shall be given by written notice to the other
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

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shall not use or release these materials without the prior written consent of the State.
3.8
Ownership of
Intellectual Property
Any and all intellectual property, including but not limited to copyright, invention, trademark,
trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of
this contract and any related subcontract (“Intellectual Property”), shall be work made for hire and
the State shall be considered the creator of such Intellectual Property. The agency, department,
division, board or commission of the State of Arizona requesting the issuance of this contract shall
own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property
throughout the world. Contractor shall notify the State, within thirty (30) days, of the creation of
any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any
subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the
Intellectual Property vests in the State and shall take no affirmative actions that might have the
effect of vesting all or part of the Intellectual Property in any entity other than the State. The
Intellectual Property shall not be disclosed by contractor or its subcontractor(s) to any entity not
the State without the express written authorization of the agency, department, division, board or
commission of the State of Arizona requesting the issuance of this contract.
3.9
Federal Immigration
and Nationality Act
The contractor shall comply with all federal, state and local immigration laws and regulations
relating to the immigration status of their employees during the term of the contract. Further, the
contractor shall flow down this requirement to all subcontractors utilized during the term of the
contract. The State shall retain the right to perform random audits of contractor and
subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should
the State determine that the contractor and/or any subcontractors be found noncompliant, the
State may pursue all remedies allowed by law, including, but not limited to; suspension of work,
termination of the contract for default and suspension and/or debarment of the contractor.
3.10
E-Verify Requirements
In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal immigration
laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-
214, Subsection A.
3.11
Offshore Performance
of Work Prohibited.
Any services that are described in the specifications or scope of work that directly serve the State
of Arizona or its clients and involve access to secure or sensitive data or personal client data shall
be performed within the defined territories of the United States. Unless specifically stated
otherwise in the specifications, this paragraph does not apply to indirect or 'overhead' services,
redundant back-up services or services that are incidental to the performance of the contract. This
provision applies to work performed by subcontractors at all tiers.
4.0 Costs and Payments
4.1
Payments
Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon receipt
and acceptance of goods or services, the Contractor shall submit a complete and accurate invoice
for payment from the State within thirty (30) days.
4.2
Delivery

4.3
Applicable Taxes
Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination and shall include all
freight delivery and unloading at the destination.
4.3.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.
4.3.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable
state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and
are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does
not relieve the seller from its obligation to remit taxes.
4.3.3. Tax Indemnification. Contractor and all subcontractors shall pay all Federal, state and local
taxes applicable to its operation and any persons employed by the Contractor. Contractor
shall, and require all subcontractors to hold the State harmless from any responsibility for
taxes, damages and interest, if applicable, contributions required under Federal, and/or
state and local laws and regulations and any other costs including transaction privilege
taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.
4.3.4. IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S. W9
Form on file with the State of Arizona, unless not required by law
4.4
Availability of Funds
Funds may not presently be available for performance under this Contract beyond the current

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for the Next State fiscal
year

4.5
Availability of Funds
for the current State
fiscal year
state fiscal year. No legal liability on the part of the State for any payment may arise under this
Contract beyond the current state fiscal year until funds are made available for performance of
this Contract.
Should the State Legislature enter back into session and reduce the appropriations or for any
reason and these goods or services are not funded, the State may take any of the following
actions:
4.5.1. Accept a decrease in price offered by the contractor;
4.5.2. Cancel the Contract; or
4.5.3. Cancel the contract and re-solicit the requirements
5.0 Contract Changes
5.1
Amendments
This Contract is issued under the authority of the Procurement Officer who signed this Contract.
The Contract may be modified only through a Contract Amendment within the scope of the
Contract. Changes to the Contract, including the addition of work or materials, the revision of
payment terms, or the substitution of work or materials, directed by a person who is not
specifically authorized by the procurement officer in writing or made unilaterally by the Contractor
are violations of the Contract and of applicable law. Such changes, including unauthorized written
Contract Amendments shall be void and without effect, and the Contractor shall not be entitled to
any claim under this Contract based on those changes.
5.2
Subcontracts
The Contractor shall not enter into any Subcontract under this Contract for the performance of
this contract without the advance written approval of the Procurement Officer. The Contractor
shall clearly list any proposed subcontractors and the subcontractor’s proposed responsibilities.
The Subcontract shall incorporate by reference the terms and conditions of this Contract.
5.3
Assignment and
Delegation
The Contractor shall not assign any right nor delegate any duty under this Contract without the
prior written approval of the Procurement Officer. The State shall not unreasonably withhold
approval.
6.0 Risk and Liability
6.1
Risk of Loss
The Contractor shall bear all loss of conforming material covered under this Contract until received
by authorized personnel at the location designated in the purchase order or Contract. Mere
receipt does not constitute final acceptance. The risk of loss for nonconforming materials shall
remain with the Contractor regardless of receipt.
6.2
Indemnification
6.2.1. Contractor/Vendor Indemnification (Not Public Agency) The parties to this contract agree
that the State of Arizona, its departments, agencies, boards and commissions shall be
indemnified and held harmless by the contractor for the vicarious liability of the State as a
result of entering into this contract. However, the parties further agree that the State of
Arizona, its departments, agencies, boards and commissions shall be responsible for its own
negligence. Each party to this contract is responsible for its own negligence.
6.2.2. Public Agency Language Only Each party (as 'indemnitor') agrees to indemnify, defend, and
hold harmless the other party (as 'indemnitee') from and against any and all claims, losses,
liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively
referred to as 'claims') arising out of bodily injury of any person (including death) or
property damage but only to the extent that such claims which result in vicarious/derivative
liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other
fault of the indemnitor, its officers, officials, agents, employees, or volunteers."
6.3
Indemnification –
Patent and Copyright

The Contractor shall indemnify and hold harmless the State against any liability, including costs
and expenses, for infringement of any patent, trademark or copyright arising out of Contract
performance or use by the State of materials furnished or work performed under this Contract.
The State shall reasonably notify the Contractor of any claim for which it may be liable under this
paragraph. If the contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this section shall
not apply.
6.4
Force Majeure
6.4.1 Except for payment of sums due, neither party shall be liable to the other nor deemed in
default under this Contract if and to the extent that such party’s performance of this

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Contract is prevented by reason of force majeure. The term “force majeure” means an
occurrence that is beyond the control of the party affected and occurs without its fault or
negligence. Without limiting the foregoing, force majeure includes acts of God; acts of the
public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood;
lockouts; injunctions-intervention-acts; or failures or refusals to act by government
authority; and other similar occurrences beyond the control of the party declaring force
majeure which such party is unable to prevent by exercising reasonable diligence.
6.4.2. Force Majeure shall not include the following occurrences:
6.4.2.1. Late delivery of equipment or materials caused by congestion at a
manufacturer’s plant or elsewhere, or an oversold condition of the market;
6.4.2.2. Late performance by a subcontractor unless the delay arises out of a force
majeure occurrence in accordance with this force majeure term and condition;
or 6.4.2.3. Inability of either the Contractor or any subcontractor to acquire or
maintain any required insurance, bonds, licenses or permits.
6.4.3. If either party is delayed at any time in the progress of the work by force majeure, the
delayed party shall notify the other party in writing of such delay, as soon as is practicable
and no later than the following working day, of the commencement thereof and shall
specify the causes of such delay in such notice. Such notice shall be delivered or mailed
certified-return receipt and shall make a specific reference to this article, thereby
invoking its provisions. The delayed party shall cause such delay to cease as soon as
practicable and shall notify the other party in writing when it has done so. The time of
completion shall be extended by Contract Amendment for a period of time equal to the
time that results or effects of such delay prevent the delayed party from performing in
accordance with this Contract.
6.4.4. Any delay or failure in performance by either party hereto shall not constitute default
hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the
extent that such delay or failure is caused by force majeure.
6.5
Third Party Antitrust
Violations
The Contractor assigns to the State any claim for overcharges resulting from antitrust violations
to the extent that those violations concern materials or services supplied by third parties to the
Contractor, toward fulfillment of this Contract.
7.0 Warranties
7.1
Liens
The Contractor warrants that the materials supplied under this Contract are free of liens and shall
remain free of liens.
7.2
Quality
Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that,
for one year after acceptance by the State of the materials, they shall be:
7.2.1. Of a quality to pass without objection in the trade under the Contract description;
7.2.2. Fit for the intended purposes for which the materials are used;
7.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and quality
within each unit and among all units;
7.2.4. Adequately contained, packaged and marked as the Contract may require; and
7.2.5. Conform to the written promises or affirmations of fact made by the Contractor.
7.3
Fitness
The Contractor warrants that any material supplied to the State shall fully conform to all
requirements of the Contract and all representations of the Contractor, and shall be fit for all
purposes and uses required by the Contract.
7.4
Inspection/Testing
The warranties set forth in subparagraphs 7.1 through 7.3 of this paragraph are not affected by
inspection or testing of or payment for the materials by the State.
7.5
Compliance
with Laws
The materials and services supplied under this Contract shall comply with all applicable Federal,
state and local laws, and the Contractor shall maintain all applicable license and permit
requirements.

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7.6
Survival of Rights and
Obligations after
Contract Expiration or
Termination
7.6.1. Contractor's Representations and Warranties. All representations and warranties made by
the Contractor under this Contract shall survive the expiration or termination hereof. In
addition, the parties hereto acknowledge that pursuant to A.R.S. § 12-510, except as
provided in A.R.S. § 12-529, the State is not subject to or barred by any limitations of actions
prescribed in A.R.S., Title 12, Chapter 5.
7.6.2. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the
Contract, fully perform and shall be obligated to comply with all purchase orders received by
the Contractor prior to the expiration or termination hereof, unless otherwise directed in
writing by the Procurement Officer, including, without limitation, all purchase orders
received prior to but not fully performed and satisfied at the expiration or termination of
this Contract.
8.0 State's Contractual Remedies
8.1
Right to
Assurance
If the State in good faith has reason to believe that the Contractor does not intend to, or is unable
to perform or continue performing under this Contract, the Procurement Officer may demand in
writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor
to provide written assurance within the number of Days specified in the demand may, at the
State’s option, be the basis for terminating the Contract under the Uniform Terms and Conditions
or other rights and remedies available by law or provided by the contract.
8.2
Stop Work Order
8.2.1. The State may, at any time, by written order to the Contractor, require the Contractor to
stop all or any part, of the work called for by this Contract for period(s) of days indicated by
the State after the order is delivered to the Contractor. The order shall be specifically
identified as a stop work order issued under this clause. Upon receipt of the order, the
Contractor shall immediately comply with its terms and take all reasonable steps to
minimize the incurrence of costs allocable to the work covered by the order during the
period of work stoppage.
8.2.2. If a stop work order issued under this clause is canceled or the period of the order or any
extension expires, the Contractor shall resume work. The Procurement Officer shall make an
equitable adjustment in the delivery schedule or Contract price, or both, and the Contract
shall be amended in writing accordingly.
8.3
Non-exclusive
Remedies
The rights and the remedies of the State under this Contract are not exclusive.
8.4
Nonconforming Tender
Materials or services supplied under this Contract shall fully comply with the Contract. The
delivery of materials or services or a portion of the materials or services that do not fully comply
constitutes a breach of contract. On delivery of nonconforming materials or services, the State
may terminate the Contract for default under applicable termination clauses in the Contract,
exercise any of its rights and remedies under the Uniform Commercial Code, or pursue any other
right or remedy available to it.
8.5
Right of Offset
The State shall be entitled to offset against any sums due the Contractor, any expenses or costs
incurred by the State, or damages assessed by the State concerning the Contractor’s non-
conforming performance or failure to perform the Contract, including expenses, costs and
damages described in the Uniform Terms and Conditions.
9.0 Contract Termination
9.1
Cancellation for
Conflict of Interests
Pursuant to A.R.S. § 38-511, the State may cancel this Contract within three (3) years after
Contract execution without penalty or further obligation if any person significantly involved in
initiating, negotiating, securing, drafting or creating the Contract on behalf of the State is or
becomes at any time while the Contract or an extension of the Contract is in effect an employee of
or a consultant to any other party to this Contract with respect to the subject matter of the
Contract. The cancellation shall be effective when the Contractor receives written notice of the
cancellation unless the notice specifies a later time. If the Contractor is a political subdivision of
the State, it may also cancel this Contract as provided in A.R.S. § 38-511.
9.2
Gratuities
The State may, by written notice, terminate this Contract, in whole or in part, if the State
determines that employment or a Gratuity was offered or made by the Contractor or a

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representative of the Contractor to any officer or employee of the State for the purpose of
influencing the outcome of the procurement or securing the Contract, an amendment to the
Contract, or favorable treatment concerning the Contract, including the making of any
determination or decision about contract performance. The State, in addition to any other rights
or remedies, shall be entitled to recover exemplary damages in the amount of three times the
value of the Gratuity offered by the Contractor.
9.3
Suspension or
Debarment
The State may, by written notice to the Contractor, immediately terminate this Contract if the
State determines that the Contractor has been debarred, suspended or otherwise lawfully
prohibited from participating in any public procurement activity, including but not limited to,
being disapproved as a subcontractor of any public procurement unit or other governmental body.
Submittal of an offer or execution of a contract shall attest that the contractor is not currently
suspended or debarred. If the contractor becomes suspended or debarred, the contractor shall
immediately notify the State.
9.4
Termination for
Convenience
The State reserves the right to terminate the Contract, in whole or in part at any time when in the
best interest of the State, without penalty or recourse. Upon receipt of the written notice, the
Contractor shall stop all work, as directed in the notice, notify all subcontractors of the effective
date of the termination and minimize all further costs to the State. In the event of termination
under this paragraph, all documents, data and reports prepared by the Contractor under the
Contract shall become the property of and be delivered to the State upon demand. The Contractor
shall be entitled to receive just and equitable compensation for work in progress, work completed
and materials accepted before the effective date of the termination. The cost principles and
procedures provided in A.A.C. R2-7-701 shall apply.
9.5
Termination for
Default
9.5.1. In addition to the rights reserved in the contract, the State may terminate the Contract in
whole or in part due to the failure of the Contractor to comply with any term or condition of
the Contract, to acquire and maintain all required insurance policies, bonds, licenses and
permits, or to make satisfactory progress in performing the Contract. The Procurement
Officer shall provide written notice of the termination and the reasons for it to the
Contractor.
9.5.2. Upon termination under this paragraph, all goods, materials, documents, data and reports
prepared by the Contractor under the Contract shall become the property of and be
delivered to the State on demand.
9.5.3. The State may, upon termination of this Contract, procure, on terms and in the manner that
it deems appropriate, materials or services to replace those under this Contract. The
Contractor shall be liable to the State for any excess costs incurred by the State in procuring
materials or services in substitution for those due from the Contractor.
9.6
Continuation of
Performance Through
Termination
The Contractor shall continue to perform, in accordance with the requirements of the Contract, up
to the date of termination, as directed in the termination notice.
10.0 Contract Claims
10.1
Contract Claims
All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title
41, Chapter 23, Article 9, and rules adopted thereunder.
11.0 Arbitration
11.1
Arbitration
The parties to this Contract agree to resolve all disputes arising out of or relating to this contract
through arbitration, after exhausting applicable administrative review, to the extent required by
A.R.S. § 12-1518, except as may be required by other applicable statutes (Title 41).
12.0 Comments Welcome
12.1
Comments Welcome
The State Procurement Office periodically reviews the Uniform Terms and Conditions and
welcomes any comments you may have. Please submit your comments to: State Procurement
Administrator, State Procurement Office, 100 North 15th Avenue, Suite 201, Phoenix, Arizona,
85007.
End of Section Uniform Terms and Conditions

Request for Proposal

Solicitation No. BPM003541

Security and Protection Systems - Statewide
Arizona Department of Administration
General Services Division
1400 W. Washington St., Ste. B200
Phoenix, AZ 85007

Solicitation Offer Form Page 1 of 1
Offer and Acceptance Form
SUBMISSION OF OFFER: Undersigned hereby offers and agrees to provide Security and Protection Systems -
Statewide in compliance with the Solicitation indicated above and our Offer indicated by the latest dated version
below:
Initial Offer:

Date
Signature
Revised Offers:

Date
Signature
Date
Signature

Date
Signature
Date
Signature
Best and Final Offer:

Date
Signature

Offeror company name

Signature of person authorized to sign Offer

Address

Printed name and title
City | State | ZIP

Contact name and title
Federal tax identifier (EIN or SSN)

Contact phone (office)
Contact phone (mobile)

Contact Email Address

CERTIFICATION: By signature in the above, Offeror certifies that it:
1.
will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State
Executive Order 2009-9 or A.R.S. § 41−1461 through 1465;
2.
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 will result in rejection of the Offer. Signing the Offer with a false statement will void the Offer, any
resulting contract, and may be subject to legal penalties under law;
3.
complies with A.R.S. § 41-3532 when offering electronics or information technology products, services, or maintenance; ad
4.
is not debarred from, or otherwise prohibited from participating in any contract awarded by federal, state, or local government.

ACCEPTANCE OF OFFER: State hereby accepts the initial Offer, Revised Offer, or Best and Final Offer identified by the latest date and
number at the top of this form (the Accepted Offer). Offeror is now bound (as Contractor) to carry out the Work under the attached Contract,
of which the Accepted Offer forms a part. Contractor is cautioned not to commence any billable work or to provide any material or perform
any service under the Contract until Contractor receives the applicable Order or written notice to proceed from the Procurement Officer.
State’s Contract Number is:

Contract Effective Date:
Procurement Officer Signature Award Date

Procurement Officer Name Title

Request for Proposal

Solicitation No. BPM003541

Security and Protection Systems - Statewide
Arizona Department of Administration
General Services Division
1400 W. Washington St., Ste., B200
Phoenix, AZ 85007

Solicitation Offer Forms Page 1 of 1

Organization Profile

Firm Name
Year established

Principal address
(street, city, state)

Entity type:

Structure:

Branch or Division:

Parent:

Years of experience providing goods similar in type and quantity as required by this Solicitation.

Years of experience performing services similar in size and scope as required by this Solicitation.

Years the organization has conducted business in Arizona.

Contract Representatives to Contact

Name
Title
Telephone Number
E-Mail Address
1.

Licenses/Certifications

Description
Issuer
Number
Expiration
4.

Financial Information (attach financial statements with income/balance sheets as Supplements)

Rating/Issuer
Score/Rank
Date
9.

Capacity

Location
Work Performed
Number
Staff
Capacity
11

Request for Proposal

Solicitation No. BPM003541

Security and Protection Systems - Statewide
Arizona Department of Administration
General Services Division
1400 W Washington St., Ste. B200
Phoenix, AZ 85007

Solicitation Offer Form Page 1 of 1

References
The State intends to conduct reference checks for accounts referenced provided by Offerors. It may, at its sole discretion contact
additional clients not presented as references.
Offerors shall provide at least three (3) client references for assignments that replicate or mirror the requirements of this RFP. Preferred
at least one (1) of the projects referenced is Arizona government related. All assignments shall be for assignments received and
completed within the last five (5) years.

1 Company Name
Contact Name and Title

Address
Email address and Telephone

Service Begin Date:
Service End Date:
Event Scope and deliverables, include number of resources engaged in project, timeline of project (major milestones)

List job positions provided and technologies utilized to supplement services.

2 Company Name
Contact Name and Title

Address
Email address and Telephone

Service Begin Date:
Service End Date:
Event Scope and deliverables, include number of resources engaged in project, timeline of project (major milestones)

List job positions provided and technologies utilized to supplement services.

3 Company Name
Contact Name and Title

Address
Email address and Telephone

Service Begin Date:
Service End Date:
Event Scope and deliverables, include number of resources engaged in project, timeline of project (major milestones)

List job positions provided and technologies utilized to supplement services.

Request for Proposal

Solicitation No. BPM003541

Security and Protection Systems - Statewide
Arizona Department of Administration
General Services Division
1400 W. Washington St., Ste. B200
Phoenix, AZ 85007

Solicitation Offer Form Page 1 of 3

Key Personnel Proposal

Answer all questions thoroughly in the spaces provided. Complete this form in full for each one of the key
personnel proposed to be involved in carrying out the Work. Insert or attach a separate resume if desired,
but any attached resumes are supplemental to this form and do not substitute for this form. If there are more
than three (3) Key Personnel, please utilize the same form for each additional Personnel.

1
Name:
x
How long with company?
x years
Current position
in company:
x
How long in position?
x years
Position for the Services:
x
How much of time will be
dedicated to the Services?
x %
What primary functions
will be assigned?
x
Describe person’s
experience in performing
services like those that are
to be assigned:
x
List person’s job-related
training and education:
x
Resume:
filename

Request for Proposal

Solicitation No. BPM003541

Security and Protection Systems - Statewide
Arizona Department of Administration
General Services Division
1400 W. Washington St., Ste. B200
Phoenix, AZ 85007

Solicitation Offer Form Page 2 of 3

2
Name:
x
How long with company?
x years
Current position
in company:
x
How long in position?
x years
Position for the Services:
x
How much of time will be
dedicated to the Services?
x %
What primary functions
will be assigned?
x
Describe person’s
experience in performing
services like those that
are to be assigned:
x
List person’s job-related
training and education:
x
Resume:
filename

Request for Proposal

Solicitation No. BPM003541

Security and Protection Systems - Statewide
Arizona Department of Administration
General Services Division
1400 W. Washington St., Ste. B200
Phoenix, AZ 85007

Solicitation Offer Form Page 3 of 3

3
Name:
x
How long with company?
x years
Current position
in company:
x
How long in position?
x years
Position for the Services:
x
How much of time will be
dedicated to the Services?
x %
What primary functions
will be assigned?
x
Describe person’s
experience in performing
services like those that
are to be assigned:
x
List person’s job-related
training and education:
x
Resume:
filename

Request for Proposal

Solicitation No. BPM003541

Security and Protection Systems - Statewide
Arizona Department of Administration
General Services Division
1400 W Washington St., Ste. B200
Phoenix, AZ 85007

Solicitation Offer Form Page 1 of 1
Proposed Subcontractors
Check “NO” if you WILL NOT subcontract any portion of the Work and will therefore be carrying out all of the Work
with your own personnel.

NO, the Offeror will not subcontract any portion of the Work.

If you WILL subcontract any portion of the Work, check “YES” below and list name of persons or companies you
propose to use as subcontractors.
1.
Fill in the information for every significant subcontractor – indicate the type of work the subcontractor will
perform under the Contract, and their approximate percentage of the total Contract work.
2.
Provide copies of relevant certifications each one possesses in the Attachment Supplements section.
3.
Provide description of quality assurance methods and quality control measures that you will use to ensure
that Subcontractor work meets the Contract requirements.
4.
State may demand additional information about proposed subcontractors as a precondition of award.

YES, the Offeror will use the Subcontractors listed below:

Name and contact information
Small
Business
Work to be performed
%
1.
Name
select

1.
Name
select

2.
Name
select

3.
Name
select

4.
Name
select

5.
Name
select

6.
Name
select

7.
Name
select

8.
Name
select

9.
Name
select

Request for Proposal

Solicitation No. BPM003541

Security and Protection Systems - Statewide
Arizona Department of Administration
General Services Division
1400 W Washington St, Ste. B200
Phoenix, AZ 85007

Solicitation Offer Form Page 1 of 1
Boycott of Israel Disclosure

Please note that if any of the following apply to this Solicitation, Contract, or Contractor, then the Offeror shall
select the “Exempt Solicitation, Contract, or Contractor” option below:

●
The Solicitation or Contract has an estimated value of less than $100,000;
●
Contractor is a sole proprietorship;
●
Contractor has fewer than ten (10) employees; OR
●
Contractor is a non-profit organization.

Pursuant to A.R.S. §35-393.01, public entities are prohibited from entering into contracts “unless the contract includes a
written certification that the company is not currently engaged in, and agrees for the duration of the contract to not engage
in, a boycott of goods or services from Israel.”

Under A.R.S. §35-393:

1. "Boycott" means engaging in a refusal to deal, terminating business activities or performing other actions that are
intended to limit commercial relations with entities doing business in Israel or in territories controlled by Israel, if those
actions are taken either:
(a) Based in part on the fact that the entity does business in Israel or in territories controlled by Israel.
(b) In a manner that discriminates on the basis of nationality, national origin or religion and that is not based on a valid
business reason.
2. "Company" means an organization, association, corporation, partnership, joint venture, limited partnership, limited
liability partnership, limited liability company or other entity or business association, including a wholly owned
subsidiary, majority-owned subsidiary, parent company or affiliate, that engages in for-profit activity and that has ten or
more full-time employees.
…

5. "Public entity" means this State, a political subdivision of this State or an agency, board, commission or department of
this State or a political subdivision of this State.

The certification below does not include boycotts prohibited by 50 United States Code Section 4842 or a regulation issued
pursuant to that section. See A.R.S. §35-393.03.

In compliance with A.R.S. §§35-393 et seq., all offerors must select one of the following:

□ The Company submitting this Offer does not participate in, and agrees not to participate in during the term of the
contract, a boycott of Israel in accordance with A.R.S. §§35-393 et seq. I understand that my entire response will
become a public record in accordance with A.A.C. R2-7-C317.

□ The Company submitting this Offer does participate in a boycott of Israel as described in A.R.S. §§35-393 et seq.

□ Exempt Solicitation, Contract, or Contractor.
Indicate which of the following statements applies to this Contract:
●
Solicitation or Contract has an estimated value of less than $100,000;
●
Contractor is a sole proprietorship;
●
Contractor has fewer than ten (10) employees; and/or
●
Contractor is a non-profit organization.

Company Name

Signature of Person Authorized to Sign

Address

Printed Name

City
State
Zip

Title

Request for Proposal

Solicitation No. BPM003541

Security and Protection Systems - Statewide
Arizona Department of Administration
General Services Division
1400 W Washington St., Ste. B200
Phoenix, AZ 85007

Solicitation Offer Form Page 1 of 2
Confidential Information Designation

All materials submitted as part of a response to a solicitation are subject to Arizona public records law and will be
disclosed if there is an appropriate public records request at the time of or after the award of the contract. Recognizing
there may be materials included in a solicitation response that are proprietary or a trade secret, a process is set out in
A.A.C. R2-7-103 (copy attached) that will allow qualifying materials to be designated as confidential and excluded from
disclosure. For purposes of this process the definition of “trade secret” will be the same as that set out in A.A.C. R2-7-
101(52).
Complete this form and return it with your Offer along with the appropriate supporting information to assist the State
in making its determination as to whether any of the materials submitted as part of your Offer should be designated
confidential because the material is proprietary or a trade secret and therefore not subject to disclosure.
STATE WILL NOT CONSIDER ANY MATERIAL IN YOUR OFFER “CONFIDENTIAL” UNLESS DESIGNATED ON THIS FORM.
Check one of the following – if neither is checked, State will assume that as equivalent to “DOES NOT”:

This response DOES NOT contain proprietary or trade secret information. I understand that my entire
response will become public record in accordance with A.A.C. R2-7-C317.

This response DOES contain trade secret information because it contains information that:
1.
Is a formula, pattern, compilation, program, device, method, technique or process, AND
2.
Derives independent economic value, actual or potential, from not being generally known to,
and not being readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use; AND
3.
Is the subject of efforts by myself or my organization that are reasonable under the
circumstances to maintain its secrecy.
NOTE: Failure to attach an explanation may result in a determination that the information does not meet the
statutory trade secret definition. All information that does not meet the definition of trade secret as defined by A.A.C.
R2-7-101(52) will become public in accordance with A.A.C. R2-7-C317. State may make its own determination on
materials in accordance with A.A.C. R2-7-103.
If State agrees with Offeror’s designation of trade secret or confidentiality and the determination is challenged, the
undersigned hereby agrees to cooperate and support the defense of the determination with all interested parties,
including legal counsel or other necessary assistance.
By submitting this response, Offeror agrees that the entire Offer, including confidential, trade secret and proprietary
information may be shared with an evaluation committee and technical advisors during the evaluation process.
Offeror agrees to indemnify and hold State, its agents and employees, harmless from any claims or causes of
action relating to State’s withholding of information based upon reliance on the above representations, including the
payment of all costs and attorney fees incurred by State in defending such an action.

Offeror Company Name

Signature of Authorized Person

Address

Printed Name

City
State
Zip

Title

Request for Proposal

Solicitation No. BPM003541

Security and Protection Systems - Statewide
Arizona Department of Administration
General Services Division
1400 W Washington St., Ste. B200
Phoenix, AZ 85007

Solicitation Offer Form Page 2 of 2

Copy of A.A.C. R2-7-103 [Confidential Information]
as was current at time of Solicitation issuance
PROVIDED FOR REFERENCE ONLY
A.
If a person wants to assert that a person's offer, specification, or protest contains a trade secret or
other proprietary information, a person shall include with the submission a statement supporting this
assertion. A person shall clearly designate any trade secret and other proprietary information, using
the term "confidential". Contract terms and conditions, pricing, and information generally available to
the public are not considered confidential information under this Section.
B.
Until a final determination is made under subsection (C), an agency chief procurement officer shall
not disclose information designated as confidential under subsection (A) except to those individuals
deemed by an agency chief procurement officer to have a legitimate state interest.
C.
Upon receipt of a submission, an agency chief procurement officer shall make one of the following
written determinations:
1.
The designated information is confidential and the agency chief procurement officer shall not
disclose the information except to those individuals deemed by the agency chief procurement
officer to have a legitimate state interest;
2.
The designated information is not confidential; or
3.
Additional information is required before a final confidentiality determination can be made.
D.
If an agency chief procurement officer determines that information submitted is not confidential, a
person who made the submission shall be notified in writing. The notice shall include a time period
for requesting a review of the determination by the state procurement administrator.
E.
An agency chief procurement officer may release information designated as confidential under
subsection (A) if:
1.
A request for review is not received by the state procurement administrator within the time
period specified in the notice; or
2.
The state procurement administrator, after review, makes a written determination that the
designated information is not confidential.
- - -

Request for Proposal

Solicitation No. BPM003541

Security and Protection Systems - Statewide
Arizona Department of Administration
General Services Division
1400 W. Washington St., Ste. B200
Phoenix, AZ 85007

Solicitation Offer Form Page 1 of 1

Conformance Statements
If taking exceptions, the Attachment Supplements must be uploaded as a separate word doc. file titled
“Attachment Supplement -”
STATE WILL NOT CONSIDER ANY EXCEPTIONS UNLESS DESIGNATED ON THIS FORM.
READ PARAGRAPH 6.8 OF THE INSTRUCTIONS TO OFFERORS BEFORE TAKING ANY EXCEPTIONS – TAKING
EXCEPTIONS CAN BE GROUNDS FOR STATE REJECTING OR DOWN-GRADING YOUR OFFER IN EVALUATION.
CONFORMANCE TO THE INSTRUCTIONS TO OFFERORS
Check one of the following – if neither is checked, State will assume that as equivalent to “YES”:

YES – Offeror acknowledges that it has read and understands the Special Instructions to Offerors and
Uniform Instructions to Offerors of the Solicitation Documents and attests that its Offer complies.

NO – Offeror acknowledges that it has read and understands the Instructions to Offerors in the
Solicitation Documents, and attests that its Offer complies with both EXCEPT FOR the exceptions
listed in Attachment Supplement 1.
CONFORMANCE TO SCOPE OF WORK AND PRICING
Check one of the following – if neither is checked, State will assume that as equivalent to “YES”:

YES – Offeror acknowledges that it has read and understands the Scope of Work Document and the
Pricing Document of the Solicitation Documents and attests that its Offer complies with both.

NO – Offeror acknowledges that it has read and understands the Scope of Work Document and the
Pricing Document of the Solicitation Documents and attests that its Offer complies with both EXCEPT
FOR the exceptions listed in Attachment Supplement 2.
CONFORMANCE TO THE CONTRACT TERMS AND CONDITIONS
Check one of the following – if neither is checked, State will assume that as equivalent to “YES”:

YES – Offeror acknowledges that it has read and understands the Special Terms and Conditions and the
Uniform Terms and Conditions, along with their respective Exhibits and Appendices of the Solicitation
Documents and attests that its Offer complies with both.

NO – Offeror acknowledges that it has read and understand the Special Terms and Conditions and the
Uniform Terms and Conditions, along with their respective Exhibits and Appendices 2 of the Solicitation
Documents and attests that its Offer complies with both EXCEPT FOR the exceptions listed in
Attachment Supplement 3.

Request for Proposal

Solicitation No. BPM003541

Security and Protection Systems - Statewide
Arizona Department of Administration
General Services Division
1400 W. Washington St., Ste. B200
Phoenix, AZ 85007

Solicitation Offer Forms Page 1 of 1

Letter of Insurability

The Offeror shall provide a Letter of Insurability from the Insurance Company as a proof that the Offeror
currently possesses the required insurance as stated in the Section 6.2 of Special Terms and Conditions
or the Offeror is able to obtain the required Minimum Scope and Limits of Insurance should a contract be
awarded to them.
The Letter of Insurability (and any additional letters) should be clearly marked as

Attachment - Supplement Insurance
NOTE: If Awarded a Contract, The Offeror shall provide a Certificate of Insurance (e.g. ACORD forms)
and associated policy endorsement(s) prior to beginning service(s) under the Contract.

Offeror:_________________________
Please mark STATEWIDE or indicate REGION your Company will provide services
Technician
(Hourly)
Programmer/Advanced
Technician (Hourly)
Statewide
Region 1
Region 2
Region 3
Region 4
Standard Labor Rates
All Inclusive (40 Hours or Less per Week)
$
$
Region 5
Region 6
Region 7
Overtime Hours
(Over 40 Hours per Week) &
Weekend/Holiday Labor Rates
$
$
Rate per Hour
$
$
$
Please mark STATEWIDE or indicate REGION your Company will provide services
Technician
(Hourly)
Programmer/Advanced
Technician (Hourly)
Statewide
Region 1
Region 2
Region 3
Region 4
Standard Labor Rates
All Inclusive (40 Hours or Less per Week)
$
$
Region 5
Region 6
Region 7
Overtime Hours
(Over 40 Hours per Week) &
Weekend/Holiday Labor Rates
$
$
Rate per Hour
$
$
$
Please mark STATEWIDE or indicate REGION your Company will provide services
Technician
(Hourly)
Programmer/Advanced
Technician (Hourly)
Statewide
Region 1
Region 2
Region 3
Region 4
Standard Labor Rates
All Inclusive (40 Hours or Less per Week)
$
$
Region 5
Region 6
Region 7
Overtime Hours
(Over 40 Hours per Week) &
Weekend/Holiday Labor Rates
$
$
Rate per Hour
$
$
$
1
2
3
Description
OTHER MISCELLANEOUS LABOR COSTS
CATEGORY: ACCESS CONTROL SYSTEMS
BPM003541 Pricing Document
Security and Protection Systems - Statewide
*Labor Rates applicable to Installation, Inspection, Replacement, Removal, Maintenance, Repair, and Programming at a minimum*
*Provide pricing as requested below, additions under Other Miscellaneous allowed*
LABOR RATES
CATEGORY: INTRUSION SYSTEMS
LABOR RATES
CATEGORY: CLOSED CIRCUIT TELEVISION SYSTEMS (CCTV)
LABOR RATES
OTHER MISCELLANEOUS LABOR COSTS
Additional Serivces
OTHER MISCELLANEOUS LABOR COSTS
Description
1
2
3
Description
1
2
3
Monthly
Monitoring
$