Linking Agreement with Interpreter Alliance LLC

City of Glendale — Regular Meeting (2024-06-11)

Extracted text (via pymupdf) 229288 characters

1
10/05/2023
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
INTERPRETER ALLIANCE LLC
This Linking Agreement (“Agreement”) is entered into as of this day of , 20 , between
the City of Glendale, an Arizona municipal corporation (“City”), and Interpreter Alliance LLC, an Arizona
Limited Liability Company, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”
RECITALS
A.
On February 29, 2024, The State of Arizona entered into a contract with Contractor to purchase the
goods and services described in Foreign Language Interpretation and Translation Services, Contract
No. CTR069857 (“Cooperative Agreement”), which is attached to this Agreement as Exhibit A.
The Cooperative Agreement allows its cooperative use by other governmental agencies, including
the City.
B.
Section 2-149 of the City’s Procurement Code permits the Materials Manager to procure goods and
services by participating with other governmental units in cooperative purchasing agreements when
the best interests of the City would be served.
C.
Section 2-149 also provides that the Materials Manager may enter into such cooperative agreements
without meeting the formal or informal solicitation and bid requirements of Glendale City Code
Sections 2-145 and 2-146.
D.
The City wishes to contract with Contractor for supplies or services identical to those being provided
to other units of government under the Cooperative Agreement. Contractor consents to the City’s
cooperative use of the terms and conditions of the Cooperative Agreement, and agrees to provide
the supplies and services set forth in the Statement of Work appended to this Agreement as Exhibit
B.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and
the covenants and promises contained in this Linking Agreement, the parties agree as follows:
1.
Term of Agreement.
A.
As provided in the Cooperative Agreement, purchases can be made by governmental entities
from the date of award, which was February 29, 2024, until the date the contract terminates
on February 28, 2025, unless the term is extended by mutual agreement of the parties to the
Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond February 28, 2029. The initial period of this Agreement is the period from the
Effective Date of this Agreement until February 28, 2025.
B.
The City may extend the term of this Agreement for four (4) additional one-year terms if the
Cooperative Agreement is likewise extended and the City gives the Contractor notice that it
is exercising its option to extend this Agreement 30 days prior to the anniversary of the
22nd
May
24

2
10/05/2023
Effective Date. Glendale extensions are not automatic and shall only occur if the City
affirmatively exercises its right to extend this Agreement.

2.
Scope of Work; Terms, Conditions, and Specifications.

A.
Contractor shall provide City the supplies and/or services identified in the Scope of Work
attached as Exhibit B.

B.
Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.

3.
Compensation.

A.
City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C.

B.
The total purchase price for the supplies and/or services purchased under this Agreement
shall not exceed One Hundred and Fifty Thousand dollars ($150,000) for the entire term of
the Agreement (initial term plus any extensions).

4.
Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.

5.
Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Contractor will require any Sub-contractor to be bound to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.

6.
Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.

7.
E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of
A.R.S. § 41-4401.

8.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to
not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

9.
Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and
during the term of this Agreement, will not use:

a.
the forced labor of ethnic Uyghurs in the People’s Republic of China;
b.
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
c.
any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.

3
10/05/2023
10.
Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with
a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate
signed by an officer of Contractor with oversight responsibility.

11.
Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’
respective authorized representatives at the address listed below:

City of Glendale
c/o Nicholas C. DiPiazza
5711 W. Glendale Avenue
Glendale, AZ 85301

and

Interpreter Alliance LLC
7587 W. Vermont Avenue
Glendale, AZ 85303

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set
forth above.

“City”
“Contractor”

City of Glendale, an Arizona
Interpreter Alliance LLC,
municipal corporation
an Arizona Limited Liability Company

By:
____________________________
By:
____________________________

Kevin R. Phelps

Name: Roger Mancia

City Manager
Title: Agency Owner

ATTEST:

___________________________
Julie K. Bower
(SEAL)
City Clerk

APPROVED AS TO FORM:

___________________________
Michael D. Bailey
City Attorney

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
INTERPRETER ALLIANCE LLC
EXHIBIT A
COOPERATIVE PURCHASING AGREEMENT

Request for Proposal

Solicitation No. BPM005633

Foreign Language Interpretation and Translation
Arizona Department of Administration
State Procurement Office
100 North 15th Avenue
Phoenix, AZ 85007

Attachment 01 – Offer and Acceptance Form

SUBMISSION OF OFFER: The Undersigned hereby offers and agrees to provide Foreign Language Interpretation and
Translation in compliance with all terms, conditions, specifications, and amendments in the Solicitation and any written
exceptions in the Offer indicated by the latest dated version below:

Initial Offer:
10/20/2023

Date
Signature
Revised Offers:

Date
Signature
Date
Signature

Date
Signature
Date
Signature
Best and Final Offer:

Date
Signature

Interpreter Alliance LLC

Offeror company name

Signature of person authorized to sign Offer
7587 w. Vermont Ave

Roger Mancia / Agency Owner
Address

Printed name and Title
Glendale, AZ 85303

Roger Mancia / Agency Owner
City, State, ZIP

Contact name and Title

interpreteralliance@gmail.com 602-825-3933
CERTIFICATION: By signature in the above, Offeror certifies that it:

Contact email address
Contact phone number
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. § 18-132 when offering electronics or information technology products, Services, or maintenance;
4.
Has submitted this Offer as a firm offer for 180 days following the Solicitation due date and time. After 180 days, the Offer will remain open unless
revoked by Offeror via written withdrawal of Offeror’s proposal in accordance with the Arizona Procurement Code;
5.
Did not and will not involve collusion or other anti-competitive practices; and
6.
Is not debarred from, or otherwise prohibited from, participating in any contract awarded by federal, state, or local government.

ACCEPTANCE OF OFFER
The offer is hereby accepted.
The Contractor is now bound to sell the Materials or Services listed by the attached Contract and based upon the Solicitation, including
all terms, conditions, specifications, amendments, etc., and the Contractor’s Offer as accepted by the State.
The Contract shall henceforth be referred to as Contract No.

The effective date of the Contract is

The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this Contract until
Contractor receives purchase order, contract release document, or written notice to proceed.
State of Arizona Awarded this

day of
20

Procurement officer signature

CTR069857
February 29, 2024
February 5, 2024

Request for Proposal
Solicitation No. BPM005633
Foreign Language Interpretation and Translation Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Attachment 13
Pricing Document

Please fill out your pricing for the items listed below. Additionally, please fill out the
pricing on the “Item (F)” tab in APP. All Items are Optional.

#
Item
Description
UOM
Pricing
1
On-site Interpretation
Spanish Language
Services
The hourly rate charged per assigned interpreter for
services performed during Monday through Friday
between the hours of 7:00 AM – 5:00 PM. Minimum of
2 hrs. Spanish Language Services
Per
Hour
$75.00
2
On-site Interpretation
Core Languages
Services
The hourly rate charged per assigned interpreter for
services performed during Monday through Friday
between the hours of 7:00 AM – 5:00 PM. Minimum of
2 hrs. Core Languages Services
Per
Hour
$75.00
3
On-site Interpretation
Rare Languages
Services
The hourly rate charged per assigned interpreter for
services performed during Monday through Friday
between the hours of 7:00 AM – 5:00 PM. Minimum of
2 hrs. Rare Languages Services
Per
Hour
$85.00

4
Over-the-Phone (OPI)
Interpretation Spanish
Language Services
The per-minute rate for OPI Services. Spanish
Language Services
Per
Minute
N/A
5
Over-the-Phone (OPI)
Interpretation
Core Languages
Services
The per-minute rate for OPI Services. Core
Languages Services
Per
Minute
N/A
6
Over-the-Phone (OPI)
Interpretation
Rare Languages
Services
The per-minute rate for OPI Services. Rare
Languages Services
Per
Minute
N/A

7
Video Remote
Interpreting (or VRI) for
Spanish Language
Services
The per-minute rate charged per assigned interpreter
for services performed during Monday through Friday
between the hours of 7:00 AM – 5:00 PM. Spanish
Language Services
Per
Minute
N/A
8
Video Remote
Interpreting (or VRI) for
Core Languages
Services
The per-minute rate charged per assigned interpreter
for services performed during Monday through Friday
between the hours of 7:00 AM – 5:00 PM. Core
Languages Services
Per
Minute
N/A
9
Video Remote
Interpreting (or VRI) for
Rare Languages
Services
The per-minute rate charged per assigned interpreter
for services performed during Monday through Friday
between the hours of 7:00 AM – 5:00 PM. Rare
Languages Services
Per
Minute
N/A

#
Item
Description
UOM
Pricing
10
Court/Legal On-Site
Interpretation Spanish
Language Services
The hourly rate charged per assigned interpreter for
services performed during Monday through Friday
between the hours of 7:00 AM – 5:00 PM. Minimum of
2 hrs. Spanish Language Services
Per
Hour
$85.00
11
Court/Legal On-Site
Interpretation
Core Languages
Services
The hourly rate charged per assigned interpreter for
services performed during Monday through Friday
between the hours of 7:00 AM – 5:00 PM. Minimum of
2 hrs. Core Languages Services
Per
Hour
$85.00
12
Court/Legal On-Site
Interpretation
Rare Languages
Services
The hourly rate charged per assigned interpreter for
services performed during Monday through Friday
between the hours of 7:00 AM – 5:00 PM. Minimum of
2 hrs. Rare Languages Services
Per
Hour
$85.00

13
Voiceover Translation
Spanish Language
Services
The per-minute rate for translation of Voiceover
Services. Spanish Language Services
Per
minute
N/A
14
Voiceover Translation
Core Languages
Services
The per-minute rate for translation of Voiceover
Services. Core Languages Services
Per
minute
N/A

Voiceover Translation
Rare Languages
Services

The per-minute rate for translation of Voiceover
Services. Rare Languages Services

Per
minute

N/A

16
Voiceover Translation
Expedite Charge
Additional charge on the per-minute rate for expediting
of Voiceover Translation services.
Per
minute
N/A

17
Audio Tape to Written
Document Translation
Spanish Language
Services
The per-minute rate for the translation of audio tapes,
files, etc. Spanish Language Services
Per
minute
N/A
18
Audio Tape to Written
Document Translation
Core Languages
Services
The per-minute rate for the translation of audio tapes,
files, etc. Core Language Services
Per
minute
N/A

19
Audio Tape to Written
Translation Rare
Languages Services
The per-minute rate for the translation of audio tapes,
files, etc. Rare Language Services

Per
minute

N/A

20
Audio Tape to Written
Translation
Expedite Charge
Additional charge on the per-minute rate for expediting
of the translation of audio tapes, files, etc.
Per
minute
N/A

#
Item
Description
UOM
Pricing

21
Document to
Document Translation
Spanish Language
Services
The per-word rate for the translation from one written
document to another written document. Spanish
Language Services
Per
word
N/A
22
Document to
Document Translation
Core Languages
Services
The per-word rate for the translation from one written
document to another written document. Core
Language Services
Per
word
N/A

23
Document to
Document Translation
Rare Languages
Services

The per-word rate for the translation from one written
document to another written document. Rare
Language Services

Per
Word

N/A

24
Document to
Document Translation
Expedite Charge
Additional charge on the per-word rate for expediting
the translation from one written document to another
written document.

Per
Word

N/A

25
Trilingual/Relay On-Site
Interpretation Services
Additional charge on the hourly rate for interpreting
three languages. Applicable for on-site services and
court/legal interpretation services only.
Per
Hour
$85.00
26
After-hour, Weekend
and Holiday Services
Additional charge on the hourly rate for services
performed after normal business hours, on weekends
or State holidays. This rate does not apply to Over-
the-Phone, Document Translation, or Voiceover
Translation services.
Per
Hour
$10.00
27
Short Notice Base Rate
Increase
Additional charge on the hourly rate for services
requested with less than two (2) business days’
notice. This rate does not apply to Over-the-Phone,
Document Translation, or Voiceover Translation
services.
Per
Hour
$0.00

Request for Proposal
under A.R.S. § 41-2534
Notice Page
Solicitation No. BPM005633
Foreign Language Interpretation and
Translation Services
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue, Suite 305
Phoenix, AZ 85007

Solicitation Number:
BPM005633
Description:

Foreign Language Interpretation and Translation
Services
Solicitation Due Date and Time:

October 5, 2023 at 3:00 PM
Pre-Offer Conference:

September 21, 2023 from 10:00-12:00 pm
Meeting ID
meet.google.com/bsw-wpra-sip
Phone Numbers
(US)+1 413-350-0324
PIN: 942 239 632#

Proposals will only be accepted online in the “State’s eProcurement System”, Arizona
Procurement Portal (APP), at https://app.az.gov until the “Bid/Offer Due Date” indicated in the
“State’s eProcurement System” for the Solicitation No. shown at the top of this page. Proposals
must be in the State Procurement Office’s possession online no later than that deadline.

Submit technical inquiries about navigating and/or submitting proposals in the State’s eProcurement
System to the State’s eProcurement System Help Desk by phone at (602) 542-7600, option 2; 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
eProcurement System”.

It is the responsibility of the Prospective Offeror to routinely check the APP website for Solicitation
Amendments. Additional instructions for preparing an Offer are included in this solicitation.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 1 of 78

Request for Proposal
Arizona Department of Administration
Solicitation No. BPM005633
Foreign Language Interpretation and Translation
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007
Services

Persons with a disability may request a reasonable accommodation, such as a sign language
interpreter, by contacting the Solicitation contact person. Requests shall be made as early as possible
to allow time to arrange for the accommodation.

Solicitation Summary
Page 2 of 78

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 3 of 81
Click here to return to the Table of Contents
Table of Contents
Request for Proposal under A.R.S. § 41-2534
Solicitation No. BPM005633
Foreign Language Interpretation and Translation
Services
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue, Suite 305
Phoenix, AZ 85007
Notice Page
Table of Contents
Solicitation Summary
4
Scope of Work
6
Special Terms and Conditions
19
Addendum B to the Special Terms and Conditions
34
Uniform Terms and Conditions________________________________________________58
Exhibit A
74
Exhibit B___________________________________________________________________80

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 4 of 81
Click here to return to the Table of Contents

Solicitation Summary
Request for Proposal
Solicitation No. BPM005633
Foreign Language Interpretation and Translation
Services
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Summary

1.
What is the State Soliciting?

The Arizona Department of Administration, State Procurement Office (the State), as authorized
under A.R.S. § 41-2501 et seq. is seeking to establish one or more mandatory statewide Contracts
to provide Foreign Language Interpretation and Translation Services.
The State anticipates awarding contract(s) with the intent to secure service coverage statewide.
Whether or not it actually enters into any contracts, how many contracts it enters into, and how the
work is awarded between those contracts are all at the State’s discretion. Furthermore, the State
will use any awarded contracts on an as-needed basis, with no guarantee as to its actual spending
under them.
The State reserves the right to accept any item or combination of items specified in the Solicitation,
unless the Offeror expressly restricts an item or combination of items in its Offer, and conditions
its response on receiving all items for which it provided a proposal. In the event of such restriction,
the State will evaluate if an award on such a basis will result in the best value and is in the best
interest for the State. The State may otherwise determine, at its sole discretion that such restriction
is non-responsive and deem the Offeror ineligible for further evaluation.
2.
What is in the Solicitation?

2.1.
At the time of publication, the following documents are included in the Solicitation:

2.1.1.
Attachment: BPM005633 Solicitation Requirements

2.1.1.1.
Notice / Cover Page
2.1.1.2.
Table of Contents
2.1.1.3.
Solicitation Summary
2.1.1.4.
Scope of Work
2.1.1.5.
Special Terms and Conditions
2.1.1.6.
Addendum A to the Special Terms and Conditions
2.1.1.7.
Addendum B to the Special Terms and Conditions
2.1.1.8.
Uniform Terms and Conditions
2.1.1.9.
Exhibit A
2.1.1.10.
Exhibit B

2.1.2.
Attachment: BPM005633 Solicitation Instructions

2.1.2.1.
Special Instructions to Offerors
2.1.2.2.
Uniform Instructions to Offerors

2.1.3.
Solicitation Attachments

2.1.3.1.
Offer and Acceptance;

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 5 of 81
Click here to return to the Table of Contents

2.1.3.2.
Boycott of Israel Disclosure;
2.1.3.3.
Forced Labor of Ethnic Uyghurs Ban;
2.1.3.4.
Confidential Information Designation;
2.1.3.5.
Conformance Statements with Supplement Documents;
Exceptions to Instructions, Scope, and Contract Terms and
Conditions
2.1.3.6.
Key Personnel;
2.1.3.7.
Letter of Insurability;
2.1.3.8.
Organization Profile;
2.1.3.9.
Proposed Subcontractors;
2.1.3.10.
Experience and Capacity Response;
2.1.3.11.
References
2.1.3.12.
Method of Approach
2.1.3.13.
Pricing Document
2.1.3.14.
Offered Languages
2.1.3.15.
Business Associate Agreement (HIPPA)
2.1.3.16.
AZ Baseline Infrastructure Security Controls
2.1.3.17.
Arizona Baseline Security Controls Pre-Requisite

2.2.
The State may issue a Solicitation Amendment at any time after Solicitation publication
and before the Offer due date. It is the responsibility of the Prospective Offeror to routinely
check the APP website for any Solicitation Amendments and revised documents.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 6 of 81
Click here to return to the Table of Contents

Scope of Work
1.0
PURPOSE AND BACKGROUND

1.1
Purpose: The State of Arizona Department of Administration, State Procurement
Office (defined as “The State”) is seeking to enter into contracts with qualified
foreign language interpreters and translators to provide services for the State of
Arizona, it’s Agencies, Boards and Commissions as well as Participating
Members of the State Purchasing Cooperative (collectively herein referred to as
Eligible Agencies).

1.2
Background/Mission: The objective is to decrease language and other
communication barriers by ensuring accessibility for any State of Arizona
department, agency, university, commission, or board (hereafter referred to as
Eligible Agencies), and Co-Op Buyers, employees and/or consumers who
converse in languages other than English.

The State requires various types of On-Site, Video Remote Interpreting (VRI),
Over the Phone Interpreting (OPI) as well as Document Translation services.
These services take place in a variety of business, court/legal, community, public
service, and medical settings throughout the State of Arizona.

1.3
Projected Awards: It is the intent of the State to award multiple contracts for the
required services and it is the intention of the State to award contracts that will
provide coverage for all of these services throughout the State of Arizona.

1.4
Projected Utilization: The estimated dollar volume of services purchased under
the proposed contract is approximately $2 to $3 million annually based on
historical usage data and anticipated volumes. This contract will be used on an
as-needed basis; the State makes no guarantee as to actual spend under any
resultant contract.

2.0
DEFINITIONS

2.1
Certified Interpreter and/or Translator: an individual who has passed an
examination administered by a recognized examination agency, such as the
American Translators Association, the Federal Court Interpreter’s examination, or
an examination administered by a State Court, or University accredited by the
United States.

2.2
Document Translation: the act of rendering a written communication from one
language to another.

2.3
Interpretation: the process of converting the words, emotions, and tone of a
spoken language into another language orally.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 7 of 81
Click here to return to the Table of Contents

2.4
On-Site Interpretation: a spoken language interpreter is scheduled to meet a client
at any given location for an interpretation assignment. In person interpreter
services facilitate communication between two parties who speak different
languages.
2.5
Over the Phone Interpreting or OPI: off-site interpreting services provided via
telephone.

2.6
Qualified (Non-Certified) Interpreters and/or Translators: an individual who is able
to interpret/translate effectively, accurately and impartially, both receptively and
expressively, using any necessary vocabulary. A Qualified (Non-Certified)
individual shall possess competence in both the source language and the target
language and shall be able to demonstrate knowledge and skill gained from
experience working in the language

2.7
Video Remote Interpreting (VRI): off-site interpreting services provided
through videoconferencing technology equipment and a high-speed internet
connection with sufficient bandwidth.

2.8
Voiceover Translation Services: an audiovisual translation technique by which
narrative scripts are first translated and then recorded by native-language
speaking talent over the original audio track which can be heard in the
background.

3.0
SCOPE OF WORK

3.1
General Requirements

3.1.1 The Contractor shall provide specialized interpretation and/or translation
including, but not limited to medical, scientific, legal, or educational
terminology, utilizing:

3.1.1.1
Certified Interpreter and/or Translators; and/or

3.1.1.2
Qualified (Non-Certified) Interpreters and/or Translators.

3.1.2 The Contractor shall have policies in place concerning code of
ethics/code of conduct for interpreters to follow. Contractor must be able
to provide any applicable policies, as requested by an Eligible Agency,
within ten (10) business days.

3.1.2.1
Contractors providing translation services shall comply with the
American Translators Association Code of Ethics and

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 8 of 81
Click here to return to the Table of Contents

Professional Practice (https://www.atanet.org/about-us/code-of-
ethics)

3.1.2.2
For services provided in a health care setting, the Contractor
and assigned personnel shall follow the National Standards of
Practice for Interpreters in Health Care issued by the National
Council
on
Interpreting
in
Health
Care
(http://www.ncihc.org/ethics-and-standards-of-practice).

3.1.3 The Contractor shall be capable of receiving documents by facsimile, e-
mail or other electronic means (i.e. PDF, standard word processing
languages, etc.), U.S. Postal Service (USPS) or courier delivery.

3.1.4 Assignments providing services related to the Arizona Department of
Revenue shall require the Contractor to sign the “Certification of
Confidentiality Awareness Form” (Section 3-B: Offer Forms, Attachment
5-A1 Confidential Agreement of Non-DOR-Employees).

3.1.5 For assignments providing services to the Department of Corrections
(DOC) or the Department of Juvenile Corrections (ADJC) or agencies
with similar requirements;

3.1.5.1
Interpreters shall have
1. A clear criminal background check prior to entering the
facility.
2. Valid Level One Fingerprint clearance card

3.1.5.2
DOC and ADJC may supply an identification card for the
interpreter(s), and this identification (I.D.) card shall be worn
while on prison grounds.

3.1.5.3
The Eligible Agency reserves the right to deny entry to any
interpreter whose conduct on previous occasions had not been
appropriate in interacting with an inmate population.

3.1.6 Contractor services shall include Spanish Language Services, Core
Languages Services, and Rare Languages Services as explained in Exhibit
B.

3.1.7 The Contractor shall have translators available that can appropriately
handle a wide variety of translation requests, especially ones involving the
need to clearly communicate with immigrants who may have a limited
understanding of American culture.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 9 of 81
Click here to return to the Table of Contents

3.2
Specific Requirements

3.2.1 Request for Services

3.2.1.1
The Eligible Agency will:
1. Request services by email, at least two (2) business days in
advance when circumstances permit.
a. On an emergency basis, the Eligible Agency may call the
same day the services are required. The Contractor shall
state, at the time of order, when an interpreter will be
made available to the Eligible Agency.
2. Identify the specific situation involved (e.g. legal, health,
financial matters, artistic setting, etc.) and appropriate attire.
3. Indicate if any special skills are required at time of request.
4. Include the following information for documents that they
want translated:
a. An accurate count of words on the document(s)
requesting to be translated.
b. The expected educational level of the audience for which
the requested document(s) are being translated.
c. An approved final draft for the Contractor to translate into
the requested target language
5. Cancellations:
a. Eligible agencies may reserve the right to cancel an
order, without penalty or charge, providing the Eligible
Agency notifies the Contractor twenty-four (24) business
hours prior to assignment for Spanish Languages
Services and forty-eight (48) business hours prior to
assignment for Core Languages Services and Rare
Languages Services.
b. If the Eligible Agency fails to give the Contractor sufficient
notice of cancellation, the Eligible Agency shall pay the
Contractor for two (2) hours of service in accordance with
the rates contained on the Arizona Procurement Portal
(APP).
3.2.1.2
The Contractor shall:
1. Acknowledge receipt of the service request within twenty-
four (24) hours of receiving it.
2. Assign personnel with the knowledge and expertise able to
provide specialized interpreting service (if deemed
necessary or requested).
3. In the event of a conflict in determining the appropriate level,
the Eligible Agency shall have final authority.
4. Cancellations:
a. The Contractor shall notify the Requester immediately
and attempt to replace the interpreter if the interpreter

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 10 of 81
Click here to return to the Table of Contents

assigned by the Contractor cancel prior to the
assignment.
b. The Contractor shall reimburse the Requester for any
additional costs incurred, in accordance with the terms
and conditions of this contract if the Requester elect to
procure the services of a substitute interpreter from
another Contractor due to:
1) Assigned interpreter fail to appear at the time and
place specified after the Contractor has confirmed
the assignment, or
2) Assigned interpreter does not meet the qualification
requirements for the assignment.

3.2.1.3
Interpreters may be required to meet with the Eligible Agency
prior to a service request for special direction. This meeting may
also allow the Eligible Agency and interpreter to decide if the
assignment is a correct fit.

3.2.1.4
If a specific interpreter has been requested by an Eligible Agency
and confirmed by the Contractor, or if an interpreter is on-site
providing services, no substitution can be made without
notification to and approval from the requesting Eligible Agency.

3.2.2 On-Site Interpretation

3.2.2.1
Modes of Interpretation. The Contractor shall provide
interpreters who are capable of providing the modes of
interpretation listed below.
1. Classic Interpreting/Long Consecutive: For conference
interpreting or in a variety of tribunal, arbitration, liaison,
educational, group or business settings. The interpreter can
listen to the totality of a long passage or the speaker’s
comments and then reconstitute the speech with the help of
notes.
2. Consecutive Interpreting: Involves a pause between
language conversions; first the interpreter listens to the
entire original phrase or passage, then they interpret it into
the other language.
3. Sequential Interpreting/Short Consecutive: For most
medical, social services and legal interpreting, the interpreter
operates at the sentence level as opposed to working with
paragraphs or entire speeches. An interpreter may ask the
speaker to clarify or to repeat to ensure accuracy and
completeness.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 11 of 81
Click here to return to the Table of Contents

4. Sight Translation: For source material that is written, the
interpreter reads the entire document before beginning the
oral translation to the client.
5. Simultaneous
Interpreting:
Real-time
interpreting;
speakers talk as they normally would, without pause, as the
interpreter listens to one language and speaks in the other.
This service is common when the interpreter is listening with
headphones in a booth and speaking to a person or into a
microphone for people with headsets.

3.2.2.2
Translation can be done by Certified or Qualified Interpreters.

3.2.2.3
Services shall be performed during Monday through Friday
between the hours of 7:00 AM – 5:00 PM. Agencies may
request other service hours or weekend coverage under
“After-hour, Weekend and Holiday Services”.

3.2.2.4
The Contractor shall provide headset equipment as requested.

3.2.2.5
As part of the hourly rate, the interpreter is expected to arrive
fifteen (15) minutes prior to the scheduled appointment or at the
time designated by the Eligible Agency.
1. An interpreter that is late on an assignment shall be paid a
pro-rated fee by deducting the amount of time late from the
time originally requested by the Eligible Agency.

3.2.3 Over-the-Phone Interpretation Services. The Contractor shall provide:

3.2.3.1
Professionally trained and certified interpreters who shall be
capable of accurately relaying information given by the Eligible
Agency personnel.

3.2.3.2
An established toll free calling system to receive and route calls
to the appropriate interpreter available twenty-four (24) hours
per day, seven (7) days a week, including State observed
holidays.

3.2.3.3
An efficient call routing and dispatch system in place to connect
customers with the appropriate interpreter with minimal delay.

3.2.3.4
A toll-free over-the-phone customer support available twenty-
four (24) hours per day, seven (7) days a week, including State
observed holidays.

3.2.4 Video Remote Interpreting (VRI). The Contractor shall:

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 12 of 81
Click here to return to the Table of Contents

Scope of Work
Request for Proposal
Solicitation No. BPM005633
Foreign Language Interpretation and Translation
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007
Services
3.2.4.1
Provide professionally trained and certified interpreters who shall
be capable of accurately relaying information given by the Eligible
Agency personnel.

3.2.4.2
Be equipped with videoconferencing technology equipment and
a high-speed internet connection with sufficient bandwidth.

3.2.4.3
Provide services Monday through Friday between the hours of
7:00 AM – 5:00 PM.

3.3.1 Court/Legal Interpretation Services. Court/legal interpretation is a
service provided by a court-certified interpreter trained to interpret
between English and one or more foreign languages.

3.3.1.1
Translation shall be performed by certified interpreters who have
knowledge and experience in the United States and Arizona legal
and
court
systems.
(www.azcourts.gov/Portals/22/admorder/Orders16/2016-02.pdf)

3.3.1.2
The translator shall:
1. Be adept at simultaneous interpretation, which is the most
frequent form of interpretation used in the courtroom, in
consecutive interpretation and sight translation
2. Have the ability to accurately turn the message from the
source language into the receptor language without any
additions, omissions or other misleading factors that alter the
intended meaning of the message from the speaker.
3. Have a broad legal and court-related vocabulary base in
which to work.
4. Be aware of the standards and practices of the courts in
which the interpreter is to appear.

3.3.2 Document Translation Services. Document translation services shall be
provided for various tasks, such as general correspondence, technical or
scientific materials, high level study materials, legal documents, forms,
booklets, pamphlets, A/V materials, etc.

3.3.2.1
The documents that are sent to the Contractor may fall under
the category of National Institute of Standards and Technology
(NIST) NIST Low Impact, thus the Offeror shall (as applicable):
a. Submit a completed Arizona Baseline Infrastructure
Security
Controls
Pre-Requisite
(35
questions)
assessment spreadsheet (Attachment 17) as part of their
proposal.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 13 of 81
Click here to return to the Table of Contents

b. Accept Agency documents to be transcribed via a
Secure FTP connection.

3.3.2.2
Contractor shall review each translation prior to delivery to the
Eligible Agency to ensure that the translated document is
linguistically accurate and consistent with the formatting and
technical specifications of the original document. The project will
not be considered complete if any inaccuracy or inconsistency is
found.

3.3.2.3
Contractor shall correct, at no cost to the Eligible Agency, any
errors in formatting or translation identified by the Eligible
Agency. Costs associated with mass duplication of translated
documents, which are found to be materially inaccurate after
mass duplication, will be the responsibility of the Contractor.
1. In the instance that a Contractor does not understand a
phrase/word/technical term or if the Contractor has any
questions regarding the document to be translated, the
Contractor shall immediately contact the Eligible Agency for
any clarifications.

3.3.2.4
For all assignments, the Contractor shall return all original
documentation to the requesting Eligible Agency.

3.3.2.5
Turnaround time for standard written translations shall not exceed
fourteen (14) days. Contractor shall indicate an estimated finish
date of the final draft at time of request from the Eligible Agency.
If a document requires special skills, considered urgent or
otherwise critical to the Eligible Agency, the agency and
Contractor may agree upon an acceptable delivery time.

3.3.3 Voiceover Translation Services. Voice over translation is an audio-
visual conversion of dialogue from one language to another. The
Contractor shall:

3.3.3.1
The Contractor shall first translate the original script narrative,
and then have a voice talent record the translated language on
to the video

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 14 of 81
Click here to return to the Table of Contents

3.3.3.2
Contractor shall review each translation prior to delivery to the
Eligible Agency to ensure that the translated audio/video is
linguistically accurate and consistent with the formatting and
technical specifications of the original audio/video. The project
will not be considered complete if any inaccuracy or
inconsistency is found.
1. In the instance that a Contractor does not understand a
phrase/word/technical term or if the Contractor has any
questions regarding the audio/video to be translated, the
Contractor shall immediately contact the Eligible Agency for
any clarifications.

3.3.3.3
For all assignments, the Contractor shall return all original
audio/video to the requesting Eligible Agency.

3.3.3.4
The agency and Contractor shall agree upon an acceptable
turnaround and delivery timeframe.

4.0
PRICING

4.1
Rates shall be on an all-inclusive basis, and shall contain the labor rate,
labor benefits, travel for specified AZ counties that are less than 50 miles
away, payroll burden, insurance, workman's compensation, all taxes,
profit, overhead, general and administrative expenses, fees and all other
related charges.

4.2
On-Site Interpretation Services

4.2.1
The hourly rate charged per assigned interpreter for services
performed during Monday through Friday between the hours of
7:00 AM – 5:00 PM.
4.2.2
All assignments shall be charged an initial two (2) hour rate
minimum with any additional required service time billed in per-
hour increments. Cumulative total hours not to exceed a work
day of eight (8) to ten (10) hours maximum.

4.2.3
As part of the hourly rate, the interpreter is expected to arrive
fifteen (15) minutes prior to the scheduled appointment or at the
time designated by the Eligible Agency.
1. An interpreter that is late on an assignment shall be paid a
pro-rated fee by deducting the amount of time late from the
time originally requested by the Eligible Agency.
4.2.4
On-site Interpretation Lesser Use Languages - The hourly rate
charged per assigned interpreter for services performed during Monday
through Friday between the hours of 7:00 AM – 5:00 PM. Minimum of 2

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 15 of 81
Click here to return to the Table of Contents

Scope of Work
Request for Proposal
Solicitation No. BPM005633
Foreign Language Interpretation and Translation
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007
Services
hrs. Spanish Language Services, Core Languages Services, Rare
Languages Services.

4.3
Court/Legal On-Site Interpretation Services

4.3.1
The hourly rate charged per assigned interpreter for services
performed during Monday through Friday between the hours of
7:00 AM – 5:00 PM.

4.3.2
All assignments shall be charged an initial two (2) hour rate
minimum with any additional required service time billed in per-
hour increments. Cumulative total hours not to exceed a work
day of eight (8) to ten (10) hours maximum.

4.3.2
As part of the hourly rate, the interpreter is expected to arrive
fifteen (15) minutes prior to the scheduled appointment or at the
time designated by the Eligible Agency.
1. An interpreter that is late on an assignment shall be paid a
pro-rated fee by deducting the amount of time late from the
time originally requested by the Eligible Agency.

4.3.3.
Court/Legal On-Site Interpretation Lesser Use Languages -
The hourly rate charged per assigned interpreter for services
performed during Monday through Friday between the hours
of 7:00 AM – 5:00 PM. Minimum of 2 hrs. Spanish Language
Services, Core Languages Services, Rare Languages
Services

4.4
Over-the-Phone (OPI) Interpretation Services

4.4.1
Services shall be provided twenty-four (24) hours per day, seven
(7) days a week, including State observed holidays.

4.4.2
Services shall be billed in per minute increments.

4.4.3
Over-the-Phone (OPI) Interpretation Lesser Use Languages -
The per-minute rate for OPI Services. Spanish Language
Services, Core Languages Services, Rare Languages
Services.

4.4.4
The contractor shall provide the following features and services
at no additional charge to Client:

1.
toll-free over-the-phone customer support available twenty-four
(24) hours per day, seven (7) days a week, including State
observed holidays

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 16 of 81
Click here to return to the Table of Contents

Scope of Work
Request for Proposal
Solicitation No. BPM005633
Foreign Language Interpretation and Translation
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007
Services
2.
on-line service-usage reporting
3.
monthly invoices with standard granular usage details.

4.5
Video Remote Interpreting (VRI) Services

4.5.1
The rate charged per assigned interpreter for services
performed during Monday through Friday between the hours of
7:00 AM – 5:00 PM. Services shall be billed in per-minute
increments.
4.5.2
Video Remote Interpreting (VRI) Services The per-minute rate
charged per assigned interpreter for services performed during
Monday through Friday between the hours of 7:00 AM – 5:00
PM. Spanish Language Services, Core Languages Services,
Rare Languages Services.

4.6
Document Translation Services

4.6.1
Document to Document Translation.

1. The per-word rate for the translation from one written
document to another written document. This includes the
translation of documents (brochures, flyers, pamphlets, etc.)
requiring desktop publishing.
2. Shall be billed with a 300 word minimum.
3. Document to Document The per-word rate for the translation
from one written document to another written document.
Spanish Language Services, Core Language Services, and
Rare Languages Services
4. Document to Document Expedite Charge – Rate for
expediting of Document to Document Services.

4.6.2
Audio Tape to Written Document. Shall be billed at the per-
minute rate for the translation of audio tapes, files, etc.
1. Audio Tape to Written Document The per-minute rate for the
translation of audio tapes, files, etc. Spanish Language
Services, Core Language Services, and Rare Languages
Services
2. Audio Tape to Written Document Expedite Charge – Rate for
expediting of Audio Tape to Written Document Services.

4.7
Voiceover Translation Services

4.7.1
Services shall be billed at a per-minute rate charged for
voiceover translation service.
4.7.2
Voiceover
Translation
The
per-minute
rate
for
translation of Voiceover Services. Spanish Language

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 17 of 81
Click here to return to the Table of Contents

Scope of Work
Request for Proposal
Solicitation No. BPM005633
Foreign Language Interpretation and Translation
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007
Services
Services,
Core
Language
Services,
and
Rare
Languages Services
4.7.3
Voiceover Translation Expedite Charge - Rate for expediting of
Voiceover Translation.

4.8
Additional Translation Upcharges

4.8.1
Trilingual/Relay On-Site Interpretation Services
1. Additional charge on the hourly rate for interpreting three
languages
2. Applicable for on-site services and court/legal interpretation
services only.

4.8.2
After-hour, Weekend and Holiday Services
1. Additional charge on the hourly rate for services performed
after normal business hours, on weekends or State holidays.
Business hours shall be defined as Monday through Friday
between the hours of 7:00 AM – 5:00 PM. Holiday charges
shall apply to any State observed holidays.

2. This rate does not apply to Over-the-Phone, Document
Translation, or Voiceover Translation services.

4.8.3
Short Notice Base Rate Increase
1. Additional charge on the hourly rate for services requested
with less than two (2) business days’ notice.
2. This rate does not apply to Over-the-Phone, Document
Translation, or Voiceover Translation services.

4.9 Travel, Lodging and Meals.

4.9.1
Applicable for on-site services and court/legal interpretation
services only.

4.9.2
Rate applies to any assignment where the assignment location is
greater than fifty (50) miles from the personnel’s primary place of
business or last work assignment, as agreed to in advance by the
Contractor and Eligible Agency.

4.9.3
Cost shall be reimbursed in accordance with the guidelines and
rates established by State of Arizona Travel Policy. A copy of
this policy may be located http://www.gao.az.gov/travel/.

5.0
REPORTING REQUIREMENTS. The Contractor shall

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 18 of 81
Click here to return to the Table of Contents

Scope of Work
Request for Proposal
Solicitation No. BPM005633
Foreign Language Interpretation and Translation
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007
Services
5.1
Prepare all reports and summaries in accordance with State guidelines and in the
format approved by the Requester.

5.2
Invoicing: Upon the receipt and acceptance of goods or services, submit a
complete an Itemized invoice with supporting backup documents.

EXHIBITS TO THE SCOPE DOCUMENT
•
Exhibit A Insurance
•
Exhibit B List of Core Languages

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 19 of 81
Click here to return to the Table of Contents

Special Terms and Conditions
Request for Proposal
Solicitation No. BPM005633
Foreign Language Interpretation and Translation
Services
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Special Terms and Conditions

The Special Terms and Conditions modify the Uniform Terms and Conditions. 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.
Definition of Terms: As used in the Contract, the terms listed below are defined as follows:

1.1.
Acceptance: The document titled “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:

1.2.1.
If State did not request a Revised Offer, then “Accepted Offer” means the Initial
Offer.
1.2.2.
If State requested a Revised Offer but not a Best and Final Offer, then “Accepted
Offer” means the latest Revised Offer.
1.2.3.
If State requested a Best and Final Offer, then “Accepted Offer” means the Best
and Final Offer.
1.3.
Arizona Procurement Code: The Arizona Procurement Code consists of Arizona Revised
Statutes (A.R.S.) §§ 41-2501 et seq. and Arizona Administrative Code (A.A.C.) R2-7-101
et seq. There is additional information in the Solicitation Instructions regarding how to
access these state statutes and rules.
1.4.
Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona Department
of Revenue (DOR) website at: https://azdor.gov/transaction-privilege-tax-tpt
1.5.
Attachment. Any item that:

1.5.1.
The Solicitation required Offeror to submit as part of the Offer (e.g., Initial Offer,
Revised Offer, or Best and Final Offer);
1.5.2.
Was attached to an Offer when submitted; and

1.5.3.
Was included in the Accepted Offer.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 20 of 81
Click here to return to the Table of Contents

1.6.
Pricing Document: The Pricing Section of the Special Terms and Conditions; 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 Terms and Conditions: The Special Terms and Conditions and the Uniform
Terms and Conditions taken collectively.
1.8.
Contractor: The Person identified on the Accepted Offer who has entered into the Contract
with the State.
1.9.
Contractor Indemnitor: Contractor or any of its owners, officers, directors, agents,
employees, or Subcontractors.
1.10.
Co-Op Buyer: 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 an “eligible procurement unit” under A.A.C. R2-7-101(23).
NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political
subdivisions, including cities, counties, school districts, and special districts. Membership
is also available to non-profit organizations, other state governments, the federal
government and tribal nations. For reference, “non-profit organizations” are defined in
A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the I.R.S. under
Section 501(c)(3) through 501(c)(6) of the tax code.
1.11.
Eligible Agency:

1.11.1.
If the Special Terms and Conditions indicate that the Contract is a “single-
agency” contract, then “Eligible Agency” means the particular State of Arizona
agency, university, commission, or board identified therein.
1.11.2.
If the Special Terms and Conditions indicate that the Contract is a mandatory
statewide contract, then “Eligible Agency” means any State of Arizona
department, agency, university, commission, or board.
1.11.3.
If the Special Terms and Conditions indicate that the Contract is a “cooperative”
contract available for use by Co-Op Buyers, then “Eligible Agency” means any
State of Arizona department, agency, university, commission, board, or any Co-
Op Buyer.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 21 of 81
Click here to return to the Table of Contents

1.12.
Instructions to Offerors: “Instructions to Offerors” means the Solicitation Instructions
document of the Solicitation.
1.13.
Order: The instrument by which the Eligible Agency or Co-Op Buyer authorizes a
Contractor to perform some or all of the Work. Whether the Contract will have one Order
or many Orders depends on the scope of the Contract and how the State will use it. The
Special Terms and Conditions provide that information. Any of the following are construed
as an “Order”: “Purchase order,” “task order,” “service order,” or “job order”.
1.14.
The State’s eProcurement System: The 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 eProcurement System–The Official State eProcurement System. Technical
Bulletin No. 020 is available online at:
https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf

1.15.
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 Eligible Agency or Co-Op Buyer who has
issued the Order.
1.16.
State Indemnitees: Collectively, the State of Arizona, its departments, agencies,
universities, commissions, and boards and, and their respective officers, agents, and
employees.
1.17.
Work: 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.
Contract Interpretations

2.1.
Usage. Where the Contract:

2.1.1.
assigns obligations to Contractor, any reference to “Contractor” is to be
construed to be a reference to the 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
Subcontractor’s respective agents, representatives, and employees in every
instance unless the context plainly requires that it is a reference only to
Contractor as apart from Subcontractors.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 22 of 81
Click here to return to the Table of Contents

2.1.2.
uses the permissive “may” with respect to a party’s actions, determinations, etc.,
the terms is to be interpreted as in A.A.C. R2-7-101(32) [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;
2.1.3.
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(44) [Definitions]. Conversely, the
phrase “shall not” is to be interpreted as an imperative prohibition.
2.1.4.
uses the term “must” with respect to a requirement, criterion, etc., the term is to
be interpreted as conveying compulsion or strict necessity;
2.1.5.
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
2.1.6.
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

2.2.1.
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.
2.2.2.
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.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 23 of 81
Click here to return to the Table of Contents

2.2.2.1.
Contract Amendments;

2.2.2.2.
The final Solicitation Documents, in the following 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) Specifications; and

(7) Any other documents referenced or included in the Solicitation;

2.2.2.3.
Orders, in reverse chronological order; and

2.2.2.4.
Accepted Offer.

2.2.3.
Attachments and Exhibits. For clarity of intent, if an item was an Attachment in
the Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or
Accepted) and was subsequently made into an Exhibit, or its content was
incorporated into one of the other Contract documents, then that Attachment no
longer exists contractually as an “Attachment” since it has at that point been
made into some other Contract document. In every other case, an Attachment
and the Offeror data therein remain part of the Accepted Offer for purposes of
precedence and contractual effect.
3.
Contract Administration and Operation

3.1.
Term of Contract. The term of the Contract will commence on the date indicated on the
Acceptance and continue for twelve (12) months unless canceled, terminated, or
permissibly extended.
3.2.
Contract Extensions. State may at its discretion extend the initial Contract term in
increments of one (1) 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 address all Contract correspondence other than formal
notices to the email address indicated as “Default for Type” for “General Mailing

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 24 of 81
Click here to return to the Table of Contents

Address” in Contractor’s corresponding State’s eProcurement System Vendor
Profile; and 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 address all Contract correspondence other than format
notices to the email address indicated in “Contact Instructions” in the State’s
eProcurement System Summary for State; and address any required notices to
State via email to the Procurement Officer identified as “Purchaser” in the State’s
eProcurement System and via mail to the following mailing address:
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue, Suite 305
Phoenix, AZ 85007

3.3.3.
Changes. State may change the designated Procurement Officer, update
contact information, or change the applicable mailing address.
3.4.
Signing of Contract Amendments. Contractor’s counter-signature (or “approval” in the
State’s eProcurement System, in the case of an amendment) is not required to give effect
if the Contract Amendment only covers either:
3.4.1.
extension of the term of the Contract within the maximum aggregate term; or

3.4.2.
modifications of a clerical nature that have no effect on terms, conditions, price,
scope, or other material aspect of the Contract.
In every case other than those listed in 3.4.1 and 3.4.2 above, both parties’ signatures
(or “approval” in the State’s eProcurement System in the case of an Amendment) are
required to give it effect.
3.5.
Click-through Terms and Conditions. If either party uses a web-based ordering system,
an electronic purchase order system, an electronic order acknowledgement, a form of an
electronic acceptance, or any software based ordering system with respect to the Contract
(each an “Electronic Ordering System”), the parties acknowledge and agree that an
Electronic Ordering System is for ease of administration only, and Contractor is hereby
given notice that the persons using Electronic Ordering Systems on behalf of State do not
have any actual or apparent authority to create legally binding obligations that vary from
the terms and conditions of the Contract. Accordingly, where an authorized State user is
required to “click through” or otherwise accept or be made subject to any terms and
conditions in using an Electronic Ordering System, any such terms and conditions are

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 25 of 81
Click here to return to the Table of Contents

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. In addition to the audit rights detailed in the Uniform Terms and
Conditions, State also requires that, pursuant to A.R.S. § 41-2548(B), Contractor
shall retain and shall contractually require each Subcontractor to retain books
and records relating to any cost and pricing data submitted in satisfaction of §
41-2543 for the period specified in the statute.
3.6.2.
Usage Information. Additionally, any and all information (including, but not limited
to, documentation or Data) related to Eligible Agency and Co-Op Buyer usage
retained solely within the Contractor’s system (for example, related to punch-out
or Contractor catalog sales) shall be considered public information or information
that can be shared with and distributed by the State freely and for any purpose
under the State’s government purpose rights detailed in Section 3 of the Uniform
Terms and Conditions [Ownership of Intellectual Property]. Any modifications to
this Contract notwithstanding, the State shall have free use of any and all
information related to Eligible Agency or Co-Op Buyer purchasing. Upon request
by the State, Contractor shall promptly provide the State with any usage
information requested and shall not attempt to limit the State's use in any way.
3.6.3.
Right To Audit. The retained books and records are subject to audit by State
during that period. Pursuant to 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.
3.6.4.
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.
Subcontract

3.7.1.
Initial list. At the time of Contract execution, Contractor’s candidate
Subcontractors were identified in Attachment Proposed Subcontractors to the
Accepted Offer [Proposed Subcontractors]. Agreeing to them being included in

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 26 of 81
Click here to return to the Table of Contents

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.
3.7.2.
Additional names. Contractor shall not enter into a Subcontract to perform Work
under the Contract, without first obtaining Procurement Officer’s written consent
with any prospective Subcontractor that (a) was not listed on the Attachment
Proposed Subcontractors 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. Approval of additional
subcontractors shall be added to the Contract by a bilateral Contract
Amendment.
3.7.3.
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.
3.8.
Orders

3.8.1.
Order Sufficiency. The Contract was awarded in accordance with the Arizona
Procurement Code; the transactions and procedures required by the Arizona
Procurement Code for competitive source selection have been met. An Order
issued that cites the correct State contract number will suffice to authorize the
Contractor to provide the Materials and perform the Services covered by that
Order.
3.8.2.
Order Terms. All Orders are subject to the Contract Terms and Conditions; an
Order cannot modify the Contract Terms and Conditions. Any Contractor terms
added to quotes or otherwise unilaterally added to Eligible Agency or Co-Op
Buyer Orders are null and void.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 27 of 81
Click here to return to the Table of Contents

3.8.3.
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.
3.8.4.
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.
3.8.5.
Non-contracted Materials or Services. Any attempt to knowingly represent for
sales, marketing, or related purposes that Materials or Services not specifically
awarded are under a State contract is a violation of the Contract and law.
3.9.
Order Cancellations. State may cancel Orders within a reasonable period after issuance
and at its discretion. The same method used for ordering will be used for cancellation.
3.9.1.
If State cancels an Order, then State shall:

3.9.1.1.
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; and
3.9.1.2.
reimburse Contractor for actual, documented costs incurred in
fulfilling the Order up to the cancellation effective date and the
cost of any obligations incurred in fulfilling the Order up to the
cancellation effective date that demonstrably cannot be canceled
or that have pre-established cancellation penalties specified in
the relevant Subcontracts, to the extent the penalties are
reasonable and customary for the work in question.
3.9.2.
Contractor shall not charge or be entitled to charge State for any new costs it
incurs after receiving the cancellation notice; State is not liable for any Materials
that were produced, shipped, or delivered, or Services that were performed
before Contractor had acknowledged the corresponding Order.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 28 of 81
Click here to return to the Table of Contents

3.9.3.
State shall also be able to cancel Orders freely and without any further obligation
at any time prior to Contractor’s formal acknowledgement of the Order.
3.10.
The Contract is a mandatory statewide contract (per A.A.C. R2-7-607) for multiple
purchases, projects, or assignments, and a cooperative contract (per A.R.S. § 41-2632
and A.A.C. R2-7-1002(B)) that 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 cooperative
contract hereunder.
3.10.1.
Contractor shall verify if an ordering entity is a current 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/programs/cooperative

3.10.2.
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).
3.10.3.
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 the State to its remedies under Contract Terms and Conditions
Section 8 and its right to terminate for default under Section 9. Method of
calculation, payment procedures, and other details are provided on the State
Procurement Office website:

https://spo.az.gov/suppliers/usage-reporting.

3.10.4.
Contractor shall submit to State a quarterly usage report documenting all
Contract sales to both Eligible Agencies and Co‑Op Buyers, itemized separately.
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 the State to its remedies
under Contract Terms and Conditions Section 8 and its right to terminate for
default under Section 9. Contractor shall submit the report using the forms and
following the instructions on the State Procurement Office website:

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 29 of 81
Click here to return to the Table of Contents

https://spo.az.gov/suppliers/usage-reporting.

3.10.5.
Contractor shall acknowledge each Order from Eligible Agencies within one (1)
business day after receipt by either: (a) “approving” the Order electronically in
the State’s eProcurement System, which will indicate Contractor’s unqualified
acceptance of the Order as‑issued; or (b) “rejecting” the Order electronically in
the State’s eProcurement 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 the Contractor may reject or refuse an Order are those set out
in subparagraph 3.11.3 [Orders are Obligatory]. Unless and until Contractor has
approved the Order in the State’s eProcurement 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 eProcurement System within three (3)
business days. Contractor shall thereafter be barred from subsequently rejecting
the Order in the State’s eProcurement System and if it does so the rejection will
be void.
3.10.6.
Contractor shall acknowledge each Order from Co‑Op Buyers in conformance
with each Co-Op 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.
3.11.
Multiple-Use Provisions. Eligible Agencies may issue Orders for Services in several forms,
all of which become final and effective by a Purchase Order in the State’s eProcurement
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:
3.11.1.
By choosing some or all of the Materials or Services items covered by the
Contract for which a price is established in the Contract, then preparing an Order
using those prices (e.g. filling out an order form), and sending it to the Contractor;

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 30 of 81
Click here to return to the Table of Contents

3.11.2.
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;
3.11.3.
As described in 3.11.2 above but requesting the proposal from both Contractor
and other vendors who are contracted within the applicable scope categories
and locations, either sequentially or concurrently, then selecting the proposal or
proposals combination that is most advantageous to State; or
3.11.4.
As described in 3.11.3 above but introducing ad-hoc commercial competition by
making the selection and ordering conditional on obtaining more favorable prices
than the contractually-established ones.
3.12.
Work on State Premises

3.12.1.
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.
3.12.2.
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 in a timely manner, State
will be entitled to exercise its remedies under paragraph 8.5 of the Uniform
Terms and Conditions [Right of Offset].
3.13.
Transitions

3.13.1.
During commencement, Contractor shall attend transition meetings with any
outgoing suppliers to coordinate and ease the transition so that the impact on
State’s operations is kept to a minimum. State may elect to have outgoing
suppliers complete some or all of their Work or Orders in progress, even if that

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 31 of 81
Click here to return to the Table of Contents

Work could be covered under the incoming supplier’s Contract. Conversely, the
State may have a continued need for the same Materials and Services upon
expiration or earlier termination of the Contract. Accordingly, Contractor shall
work closely with any incoming supplier and State to ensure as smooth and
complete a transition transfer as is practicable.
3.13.2.
Eligible Agency or Co-Op Buyers representative will coordinate all transition
activities and facilitate joint development of a comprehensive transition plan by
both Contractor and the incoming supplier. As with the incoming transition, State
may permit Contractor, when Contractor is outgoing, to complete work or orders
in progress to ease the transition as is safest and most efficient in each instance.
3.13.3.
RESERVED [for additional transition needs including, but not limited to, the
transfer of any required data]
4.
Costs and Payments

4.1.
Type of Pricing. Offeror shall include only firm, fixed pricing in the Offer.

4.2.
Contractor’s Best Pricing. Contractor warrants that, for the term of the Contract, the prices
and discounts set out in the APP Items (F) tab OR Attachments titled Pricing, including
any subsequent agreed amendment to it (the “Contract Pricing”), shall 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.
4.2.1.
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.
4.2.2.
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.
4.2.3.
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 the difference occurred before it was identified, then Supplier agrees to charge
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.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 32 of 81
Click here to return to the Table of Contents

4.3.
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.
4.3.1.
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.
4.3.2.
Additional Charges. Any charges or fees not delineated in the Contract shall
not be added, billed, or invoiced under the Contract.
4.4.
No Price Increases. All prices and rates in Pricing Attachment, or Orders if and to the
extent they differ from those in the exhibit, will be valid for the entire term of the Contract,
and will not be subject to revision for inflation or any changes to wages, taxes or other
costs that Contractor may be obliged to incur that may be higher than those which it
contemplated when proposing the relevant price or rate.
4.5.
Price Reductions. 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. The 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 differences in pricing, begin, and end date of promotion along with the products
covered.
4.6.
Travel. Contractor shall request and receive 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
the 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. Eligible
Agency or State shall reject any claim for travel reimbursement for which Contractor did
not receive prior written approval.
4.7.
Funding

No particular funding considerations apart from Uniform Terms and Conditions Sections
4.5 [Availability of Funds for the Next State Fiscal Year] and 4.6 [Availability of Funds for
the Current State Fiscal Year] have been identified as of the Solicitation publication date.
Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract
Provisions for Non-Federal Entities Contracts Under Federal Awards, Orders funded

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 33 of 81
Click here to return to the Table of Contents

with federal funds shall have additional contractual requirements or certifications that must
be satisfied at the time the order is placed or upon delivery. These federal requirements
may be proposed by Participating Entities in Participating Addenda and Purchasing Entities
for incorporation in Orders placed under this Master Agreement.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 34 of 81
Click here to return to the Table of Contents

Addendum B to the
Special Terms and Conditions
Request for Proposal
Solicitation No. BPM005633
Foreign Language Interpretation and Translation
Services
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

4.8.
Invoicing

4.8.1.
Invoices Go To Ordering Entity. Contractor shall submit all billing notices or
invoices to the ordering Eligible Agency or Co-Op Buyer at the address
indicated on the applicable Order document or by utilizing the Ordering Entity’s
purchasing tool/process.
4.8.2.
Minimum Invoice Requirements. Every invoice shall include the following
information:
4.8.2.1.
Bill-to name and address;
4.8.2.2.
Contractor name and contact information;
4.8.2.3.
Remit-to address;
4.8.2.4.
Invoice number and date;
4.8.2.5.
State contract number;
4.8.2.6.
Order number (APP PO number);
4.8.2.7.
Material or Service description (itemized);
4.8.2.8.
Date(s) Services were performed or Materials were delivered;
4.8.2.9.
Applicable payment terms;
4.8.2.10.
Quantity delivered or performed;
4.8.2.11.
Line item unit of measure;
4.8.2.12.
Item price;
4.8.2.13.
Extended pricing;
4.8.2.14.
Receipt for pass-through expenses (if applicable);
4.8.2.15.
Taxes (as a separate invoice line item), including the percentage
used to calculate taxes;
4.8.2.16.
Mailing fees (if applicable); and
4.8.2.17.
Total invoice amount due.

4.8.3.
No Invoice Without Authorization. Contractor shall not seek payment for any:

4.8.3.1.
Materials or Services that have not been authorized on an
acknowledged Order;
4.8.3.2.
Expediting, overtime, premiums, or upcharges absent State’s
express prior approval; or
4.8.3.3.
Materials or Services that are the subject of a Contract
Amendment that has not been fully signed by the Procurement
Officer.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 35 of 81
Click here to return to the Table of Contents

4.8.4.
Submitting Invoices. Contractor shall submit an invoice to the ordering Eligible
Agency or Co‑Op Buyer using the form and/or process required by the ordering
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.
4.8.5.
Defective Invoices. Without prejudice to its other rights under the Contract or
further obligation to Contractor, the ordering Eligible Agency or Co-Op Buyer
may, at its discretion, reject any materially defective invoice.
4.8.5.1.
The ordering Eligible Agency or Co-Op Buyer shall notify the
Contractor within five (5) business days after receipt if it
determines an invoice to be materially defective.
4.8.5.2.
Invoices will be deemed automatically rejected upon delivery if
they: are sent to an incorrect address, do not reference the
correct State contract and Purchase Order number, or are
payable to any Person other than the Contractor.
4.8.5.3.
The ordering Eligible Agency or Co-Op Buyer shall have no
obligation to pay against a defective invoice unless and until
Contractor has re-submitted it free of defects.
4.9.
Payments

4.9.1.
Payment Deadline. State shall make payments in compliance with Arizona
Revised Statutes Titles 35 and 41. Unless and then only to the extent expressly
stated otherwise in the Pricing Section of the Special Terms and Conditions
above, 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 occur: (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 Contract, provided that, State will not make
or be liable for any payments to Contractor until Contractor has registered
properly in the State’s eProcurement System and provided a current I.R.S. Form
W-9 to State unless excused by law from providing one.
4.9.2.
Payments Only To Contractor. Unless an assignment and assumption
agreement has been reached between the Contractor and State pursuant to

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 36 of 81
Click here to return to the Table of Contents

Section 5.2 of the Special Terms and Conditions [Assignment and Delegation]
or the State has been otherwise compelled by operation of law or order of a court
of competent jurisdiction, State will only make payment to Contractor under the
federal tax identifier indicated on the Accepted Offer.
4.9.3.
Payment. The applicable Eligible Agency or Co-Op Buyer shall pay undisputed
amounts due to Contractor within the time period specified in Section 4 Costs
and Payments of the Uniform Terms and Conditions.
4.9.4.
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.
4.9.5.
Recovery of Overpayment. If applicable, Eligible Agency or Co-Op Buyer
determines that an overpayment has been made to Contractor on any prior
invoice, it shall inform Contractor of the amount and date of the overpayment
and may deduct the overpaid amount from amounts then or thereafter due to
Contractor.
4.9.6.
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 (also called a p-card) are the responsibility of
the Contractor. Unless otherwise stated in the Contract, there will be no
additional fees or increase in prices associated with this method of payment.
4.9.7.
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, the
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/publications/forms.
4.10.
Applicable Taxes

4.10.1.
Contractor To Pay All Taxes. State is subject to Arizona Transaction Privilege
Tax (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 will not relieve the Contractor of any obligation to remit
sales or use taxes that are due under the Contract or laws. Unless clearly stated

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 37 of 81
Click here to return to the Table of Contents

otherwise in the Contract, 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.
4.10.2.
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 as any related costs; the foregoing expressly includes Arizona
TPT, unemployment compensation insurance, social security, and workers’
compensation insurance.
5.
Contract Changes

5.1.
Assignment and Delegation

5.1.1.
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.
5.1.2.
In Part. Subject to Special Terms and Conditions sections 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 state law.
6.
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,

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 38 of 81
Click here to return to the Table of Contents

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.
General Contractor Indemnification and Insurance Requirements

6.2.1.
Contractor Indemnification (Not Public Agency). To the fullest extent permitted
by law, Contractor shall defend, indemnify, and hold harmless the State of
Arizona, and its departments, agencies, boards, commissions, universities,
officers, officials, agents, and employees (hereinafter referred to as
“Indemnitee”) from and against any and all claims, actions, liabilities, damages,
losses, or expenses (including court costs, attorneys’ fees, and costs of claim
processing, investigation and litigation) (hereinafter referred to as “Claims”) for
bodily injury or personal injury (including death), or loss or damage to tangible or
intangible property caused, or alleged to be caused, in whole or in part, by the
negligent or willful acts or omissions of Contractor or any of its owners, officers,
directors, agents, employees or Subcontractors. This indemnity includes any
claim or amount arising out of, or recovered under, the Workers’ Compensation
Law or arising out of the failure of such Contractor to conform to any federal,
state, or local law, statute, ordinance, rule, regulation, or court decree. It is the
specific intention of the parties that the Indemnitee shall, in all instances, except
for Claims arising solely from the negligent or willful acts or omissions of the
Indemnitee, be indemnified by Contractor from and against any and all claims. It
is agreed that Contractor will be responsible for primary loss investigation,
defense, and judgment costs where this indemnification is applicable. In
consideration of the award of this contract, the Contractor agrees to waive all
rights of subrogation against the State of Arizona, its officers, officials, agents,
and employees for losses arising from the work performed by the Contractor for
the State of Arizona. This indemnity shall not apply if the Contractor or
Subcontractor(s) is/are an agency, board, commission or university of the State
of Arizona.
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.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 39 of 81
Click here to return to the Table of Contents

6.2.3.
Insurance Requirements. Addendum A to the Special Terms and
Conditions: Contractor Insurance Requirements is incorporated herein as
part of the Special Terms and Conditions.
6.3.
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:
6.3.1.
State shall provide reasonable and timely notification to Contractor of any claim
for which Contractor may be liable under this paragraph;
6.3.2.
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;
6.3.3.
State may elect to participate in such action at its own expense; and

6.3.4.
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 section 6.3 does not apply.

7.
Warranties

7.1.
Warranties and Requirements Related to Information Technology. Addendum B:
Warranties and Requirements Related to Arizona Information Technology
Statewide Policies, Standards, and Procedures is incorporated herein as part of
the Special Terms and Conditions.
8.
State’s Contractual Remedies

8.1.
[RESERVED]

9.
Contract Termination

9.1.
[RESERVED]

10.
Contract Claims

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 40 of 81
Click here to return to the Table of Contents

10.1.
[RESERVED]

11.
Arbitration

11.1.
[RESERVED]

12.
General Provisions for Materials

12.1.
Applicability. Section 12 applies to the extent the Work is or includes Materials.

12.2.
Off-Contract Materials. Contractor shall ensure that the design and/or procedures for the
Materials ordering method prevents Orders for items not included in the scope of the
Contract (and for which no price or compensation has been established contractually) or
specifically 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 12.17 or
cancel any such Order under subparagraph 12.18, in either case being without obligation
and at Contractor’s expense.
12.3.
Compensation for Late Deliveries. Contractor shall have clear, published policies in place
regarding late delivery, order cancellation, 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. If late deliveries have been
specifically addressed in the Contract, the Contract shall take precedence over any such
Contractor policies.
12.4.
Indicate Shipping Costs on Order. 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).
12.5.
Current Products. 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.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 41 of 81
Click here to return to the Table of Contents

12.6.
Maintain Comprehensive Selection. Contractor shall provide at all times the
comprehensive selection of products for which a price is established in the Contract for
ordering by Eligible Agencies, and Co-Op Buyers, if applicable.
12.7.
Additional Products. 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
pricing and make the pricing 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 shall 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 offered to a significant number of buyers compare
to the prices or discounts proposed for the additional products.
12.8.
Discontinued Products. If a product or groups of products covered by the Contract are
discontinued by the manufacturer, Contractor shall notify State within five (5) business
days after receiving the manufacturer’s notification. State, at its discretion, may allow
Contractor to provide substitutes for the discontinued products or delete the products from
the scope of the Contract. The resulting change to the Contract will be formalized by
Contract Amendment. Contractor shall then update all applicable pricing and make the
pricing 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 any 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.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 42 of 81
Click here to return to the Table of Contents

12.9.
Forced Substitutes. The Contractor shall not provide forced substitutions under the
Contract; Contractor shall obtain State’s prior written consent before making any
discretionary substitution for any product covered by the Contract.
12.10.
Recalls. 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, retrieve stored products, and take any other reasonably
necessary actions, to implement the recall.
12.11.
Delivery Time. Unless stated otherwise in the Purchase Order, Contractor shall make
delivery within two (2) business days after receiving each Order.
12.12.
Delivery Locations. Contractor shall offer deliveries to every location served under the
scope of the Contract, specifically
12.12.1.
if the Contract is for a single State agency in a single area, then Contractor shall
deliver to any agency location in that area;
12.12.2.
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;
12.12.3.
if the Contract is for cooperative 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
12.12.4.
if the Contract is for unrestricted mandatory statewide and cooperative use, then:

12.12.4.1.
Contractor shall deliver to any Eligible Agency or Co-Op Buyer
anywhere in Arizona;
12.12.4.2.
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,
12.12.4.3.
if the Purchase Order indicates defined delivery areas and prices,
those always apply unless the Order expressly states otherwise
and Contractor accepts it.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 43 of 81
Click here to return to the Table of Contents

12.13.
Conditions at Delivery Location. Contractor shall verify receiving hours and conditions
(e.g. height/weight restrictions, access control, etc.) with the relevant Eligible Agency or
Co-Op Buyer for the receiving site before scheduling or making a delivery. 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 shall not pay extra charges for wait time,
comebacks, or the like, nor excuse late deliveries if Contractor has failed to comply with
this section.
12.14.
Materials Acceptance. State has the right to accept Materials subject to a complete
inspection on delivery and installation, if installation is Contractor’s responsibility. State
may require acceptance criteria, including, but not limited to, conformity to the Contract,
workmanship, and quality under the Contract or for a specific Order. Contractor shall
remove any rejected Materials from the delivery location, or from any area to which it might
have been reasonably necessary to move it, and subsequently deliver an equal quantity
of conforming items within a timeframe set by the Eligible Agency or Co-Op Buyer. State
shall 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.
12.15.
Correcting Defects. 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.
12.15.1.
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.
12.15.2.
If Contractor fails to do so in a timely manner, State will be entitled to exercise
its remedies under the Contract, including but not limited to, paragraph 8.5 [Right
of Offset] of the Uniform Terms and Conditions.
12.15.3.
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

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 44 of 81
Click here to return to the Table of Contents

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.
12.16.
Returns. State may, at its discretion, return for full credit and with no restocking charges,
any delivered Materials unused in the original packaging within thirty (30) days after
receipt, regardless of acceptance. If State elects to return delivered Materials, then State
shall pay delivery costs to return the products to the place from which Contractor shipped
them. However, 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 any costs associated with returning the Materials and may, at
its discretion, either have those billed directly to Contractor, offset them under paragraph
8.5 [Right of Offset] of the Uniform Terms and Conditions, or take any other appropriate
actions under the Contract.
13.
General Provisions for Services

13.1.
Applicability. Article 13 applies to the extent the Work is or includes Services.

13.2.
Comprehensive Services. Contractor shall provide the comprehensive range of Services
for which a price is established in the Contract for ordering by Eligible Agencies and Co-
Op Buyers.
13.3.
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. Once the Contract
Amendment is fully executed, Contractor shall then update all applicable pricing and make
them available to all affected entities at no additional cost. Either party may make the
request to add Services to the Contract; regardless of who makes the request, the parties
shall negotiate in good faith a fair price for any additional Services, but State may elect
not to add some or all of the Services in question if no agreement is reached on pricing in
a timely manner. Contractor’s request or proposal in response to State’s request shall
include documentation demonstrating that the proposed price for the additional Services
is both fair and reasonable and comparable to the original prices.
13.4.
Off-Contract Services. Contractor shall ensure that the ordering process for the Services
prevents Orders for Services not included in the scope of the Contract (and for which no
price or compensation has been established in the Contract) or Services explicitly
excluded from the Contract. Notwithstanding that State might have its own internal
administrative rules regarding off-contract or excluded ordering of Services, and

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 45 of 81
Click here to return to the Table of Contents

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.
13.5.
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 removed
personnel with other personnel that have equivalent qualifications, experience, and
capabilities.
13.6.
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 shall not relieve
Contractor of responsibility for correction of any errors discovered subsequently or
necessary clarification of any ambiguities.
13.7.
Requirements at Location of Services

13.7.1.
Contractor personnel shall perform their assigned portions of the Services at the
specific location indicated in the Order. Contractor acknowledges that the
location might be inside an industrial building, institutional building, or one of
various office types and classes.
13.7.2.
If performing the Services requires Contractor personnel to work inside a secured
perimeter at certain institutional facilities (including but not limited to prisons)
where prior clearances are required, Contractor shall contact the facility directly
in advance of performing the Services to confirm its current security clearance
procedures, allowable hours for work, visitor dress code, and other applicable
rules. State shall not pay any additional fees (including but not limited to service
charges) or excuse late performance, if Contractor has failed to comply with these
requirements.
13.8.
Acceptance of Services. State has the right to accept Services subject to acceptance
criteria. State may apply acceptance criteria to the Contract or a specific Order, which may
include, but are not limited to, accuracy, completeness, conformance to requirements, or
quality. State shall not pay Contractor for unaccepted Services, and State may, at its
discretion, withhold or make partial payment for any rejected Services, while Contractor is
in the process of re-performing or otherwise curing the grounds for State’s rejection.
13.9.
Corrective Action Required. Notwithstanding any other guarantees, general warranties, or

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 46 of 81
Click here to return to the Table of Contents

particular warranties Contractor has given under the Contract, and in addition to any other
rights and remedies available under the Contract, if Contractor fails to perform any
material portion of the Services including, but not limited to, failure to complete any
contractual deliverable or failure 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.
13.9.1.
Contractor shall provide 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).
13.9.2.
State may demand to review and approve Contractor’s analysis and plans, and
Contractor shall make any and all reasonable corrections State instructs and
adopt State’s recommendations, including any measures State determines to be
necessary for employee or public safety, or the protection of property or the
environment.
13.9.3.
Contractor shall take the necessary action(s) to avoid any like failures in the
future.
14.
Data and Information Handling

14.1.
Applicability. Article 14 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.
14.2.
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:
14.2.1.
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 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

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 47 of 81
Click here to return to the Table of Contents

14.2.2.
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.
14.3.
Personally Identifiable Information. Without limiting the generality of paragraph 14.2,
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:
14.3.1.
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
14.3.2.
“protect” means taking measures to safeguard personally identifiable information
and prevent its breach that are functionally equivalent to those called for in that
OMB memorandum and elaborated on in the [federal] General Services
Administration (GSA) Directive CIO P 2180.1 GSA Rules of Behavior for
Handling Personally Identifiable Information.
NOTE (1): For convenience of reference only, the OMB memorandum is available at:
https://dpcld.defense.gov/Privacy/Authorities-and-Guidance/
NOTE (2): For convenience of reference only, the GSA directive is available at:
https://www.gsa.gov/directive/gsa-rules-of-behavior-for-handling-personally-
identifiable-information-(pii)-

14.4.
Protected Health Information. Contractor warrants that, to the extent performance under
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:
14.4.1.
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 CFR45-160(B) or the Employee Retirement Income Security Act

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 48 of 81
Click here to return to the Table of Contents

of 1974 (“ERISA”) as amended; and (c) State’s current and published PHI/ePHI
privacy and security policies and procedures;
14.4.2.
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
14.4.3.
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

15.
Information Technology Work

15.1.
Applicability. Article 15 applies to any Invitation for Bids, Request for Proposals, or
Request for Quotations for "Information Technology," as defined In A.R.S. §18-101(6)
“…all 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.
15.2.
Background Checks. Each 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, Eligible Agency,
or Co-Op Buyer. 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 identity and address verification and undergo State-
specified training for unescorted access, confidentiality, privacy, and data security
15.3.
Information Access

15.3.1.
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.
15.3.2.
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
identifications (IDs) and passwords. Contractor is responsible to State for

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 49 of 81
Click here to return to the Table of Contents

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.
15.3.3.
Access Control. Contractor is responsible to State for ensuring that hardware,
software, data, information, and that has been provided by State or belongs to
or is in the custody of State and is accessed or accessible by Contractor
personnel is only used in connection with carrying out the Work and is never
commercially exploited in any manner whatsoever not expressly permitted under
the Contract. State may restrict access of Contractor personnel, or instruct
Contractor to restrict their access, if in its determination the requirements of this
subparagraph are not being met.
15.4.
Pass-Through Indemnity

15.4.1.
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.
15.4.2.
Notification 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:
15.4.2.1.
State reserves the right to elect to participate in the action at its
own expense;
15.4.2.2.
State reserves the right to approve or reject any settlement or
compromise on reasonable grounds and if done so timely; and

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 50 of 81
Click here to return to the Table of Contents

15.4.2.3.
State shall in any case cooperate in the defense and any related
settlement negotiations.
15.5.
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.
15.6.
Redress of Infringement

15.6.1.
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:
15.6.1.1.
replace any infringing items with non-infringing ones;
15.6.1.2.
obtain for State the right to continue using the infringing items; or
15.6.1.3.
modify the infringing items so that they become non-infringing, so
long as they continue to function as specified following the
modification.
15.6.2.
Cancellation Option. In every case under 15.6.1, 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:
15.6.2.1.
for any software created for State under the Contract, the amount
State paid to Contractor for creating it;
15.6.2.2.
for all other Materials, the net book value of the product provided
according to generally accepted accounting principles; and
15.6.2.3.
for Services, the amount paid by State or an amount equal to
twelve (12) months of charges, whichever is less.
15.6.3.
Exceptions. Contractor will not be liable for any claim of infringement based
solely on any of the following by a State Indemnitee:
15.6.3.1.
modification or use of Materials other than as contemplated by
the Contract or expressly authorized or proposed by a Contractor
Indemnitor;

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 51 of 81
Click here to return to the Table of Contents

15.6.3.2.
operation of Materials with any operating software other than that
supplied by Contractor or authorized or proposed by a Contractor
Indemnitor; or
15.6.3.3.
combination or use with other products in a manner not
contemplated by the Contract or expressly authorized or
proposed by a Contractor Indemnitor.
15.7.
First Party Liability Limitation

15.7.1.
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 three (3) times the purchase price of the
specific Materials or Services giving rise to the claim.
15.7.2.
Provisos. This paragraph 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 does not
limit liability arising from any:
15.7.2.1.
Indemnified Claim against which Contractor has indemnified
State Indemnitees under paragraph 6.2;
15.7.2.2.
claim
against
which
Contractor
has
indemnified
State
Indemnitees under paragraph 6.3; or
15.7.2.3.
provision of the Contract calling for liquidated damages or
specifying amounts or percentages as being at-risk or subject to
deduction for performance deficiencies.
15.7.3.
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 15.7.1
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.
15.7.4.
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.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 52 of 81
Click here to return to the Table of Contents

15.8.
Information Technology Warranty

15.8.1.
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:
15.8.1.1.
modified or altered by anyone not authorized by Contractor to do
so;
15.8.1.2.
maintained in a way inconsistent to any applicable manufacturer
recommendations; or
15.8.1.3.
operated in a manner not within its intended use or environment.
15.8.2.
COTS Software. With respect to Materials provided under the Contract that are
commercial-off-the-shelf (COTS) software, Contractor warrants that:
15.8.2.1.
to the extent possible, it will test the software before delivery using
commercially available virus detection software conforming to
current industry standards;
15.8.2.2.
the COTS software will, to the best of its knowledge, at the time
of delivery be free of viruses, backdoors, worms, spyware,
malware, and other malicious code that could hamper
performance, collect unlawfully any personally identifiable
information, or prevent products from performing as required by
the Contract; and
15.8.2.3.
it will provide a new or clean install of any COTS software that
State has reason to believe contains harmful code.
15.8.3.
Payment has no Effect. The warranties in this paragraph are not affected by
State’s inspection, testing, or payment.
15.9.
Specific Remedies. Unless expressly stated otherwise elsewhere in the Contract, State’s
remedy for breach of warranty under paragraph 15.8 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 that was 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 foregoing
options can reasonably be effected, or if the use of the materials by State is made

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 53 of 81
Click here to return to the Table of Contents

impractical by the nonconformance, then State may seek any remedy available to it under
law.
15.10.
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.
15.11.
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.
15.11.1.
Submit a completed Arizona Baseline Infrastructure Security Controls
assessment spreadsheet as found at: https://azdohs.gov/information-security-
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.
15.11.2.
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.
15.11.3.
Contractor must submit a copy of system logs from the cloud system to the State
of Arizona security team on a regular basis to be added to the State SIEM
(Security Information Event Monitor) or IDS (Intrusion Detection System).
15.11.4.
Contractor must employ a government-rated cloud compartment to better protect
sensitive or regulated State data.

Addendum A to the Special Terms and Conditions

Contractor Insurance Requirements

Procurement Officer to verify and add the appropriate Insurance Requirements from the Risk
Management website, available at the following link:
https://staterisk.az.gov/insurance/insurance-modules
Insurance Requirements – See Exhibit A Insurance

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 54 of 81
Click here to return to the Table of Contents

Addendum B to the Special Terms and Conditions

Warranties and Requirements Related to
Arizona Information Technology Statewide Policies, Standards, and Procedures

1.
Security Standards
1.1.
Security of the State’s systems and data are of utmost importance to the State. In order
to assure security from a personnel and operations perspective, Contractor shall comply
with all requirements, in their entirety, as described in the statewide enterprise
architecture; statewide Information Technology security policies, standards, and
procedures; and any applicable agency-specific Information Technology security
policies, standards, and procedures.
1.2.
Contractor shall follow the correct, current version of these policies, standards, and
procedures. The current website for some of these policies, standards, and procedures
is: Information Technology Policies, Standards and Procedures. Note that this link is
provided for convenience only.
1.3.
For security reasons, some state facilities require non-state personnel to have escorts.
If required by the state facility, Contractor personnel shall only be allowed inside of a
State facility if accompanied by an escort designated by the State. This is applicable in
Correctional facilities, Public Safety facilities, State Lottery, and other facilities as
designated by the State.

2.
Security Framework
2.1.
The State of Arizona information security policies and standards follow the National
Institute of Standards and Technology (NIST) Cyber Security Framework (CSF) and
NIST SP 800-53 Rev. 5 Security and Privacy Guidelines may currently be located at:
https://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r5.pdf.
2.2.
The State has established a process to assess risk associated with storing, processing
and/or transmitting State of Arizona data with external, non-State of Arizona, entities.
The Arizona Risk and Authorization Management Program (AZRamp) was developed to
ensure State and contractors meet these requirements. All contractors responding to
State solicitations must successfully complete the AZRamp risk assessment based upon
the data classification involved as determined by the data owner and Arizona Strategic
Enterprise Technology (ASET) Department. Failure to successfully complete AZRamp
assessment will be deemed as breach of contract.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 55 of 81
Click here to return to the Table of Contents

2.3.
In the State’s sole discretion, the State may also accept current FedRamp and
StateRamp certifications as evidence that the Contractor has met the State's risk
assessment requirements.
2.4.
Other forms of Cybersecurity Frameworks (CSF), Trust Documents, Self-Attestations,
including, but not limited to, ISO/IEC, SOC 2 & 3, PCI, or HIPAA reports of compliance,
may be reviewed as part of the State’s risk assessment, but are not exclusive or
conclusive evidence that the Contractor has met the State’s risk assessment
requirements.

3.
Additional Security Requirements
3.1.
Contractor shall comply with all security requirements requested by the State.
3.2.
If an Arizona Risk and Authorization Management Program (AZRamp) is required, it will
generally follow these steps, each of which shall be completed by the Contractor upon
request by the State:
3.2.1.
Contractor shall submit a completed Arizona Baseline Infrastructure Security
Controls assessment spreadsheet with its Offer. The Arizona Baseline
Infrastructure Security Controls assessment spreadsheet as found at:
https://azdohs.gov/file/4357, and mitigate gaps or install compensating
controls for any issues of concern identified by State.
3.2.2.
Contractor shall provide Information Security documentation for the AZRamp
assessment to include System Security Plan (SSP), Written Information
Security Programs (WISP), or supporting written IT policies for review of the
assessment.
3.2.3.
Note regarding the confidential treatment of Contractor information:
3.2.3.1.
The State of Arizona seeks a partnership with our supporting
vendors, therefore, Non-Disclosure Agreements (NDA) for
release to review submitted SSP’s, WISP ’s, or written IT policies
will not be considered.
3.2.3.2.
Submitted SSP’s, WISP’s, or written IT policies are deleted and
not retained after AZRamp Authorization is granted.
3.2.3.3.
Procedures for submission of documents considered confidential
or proprietary are identified within this RFP.
3.2.3.4.
Special secure transfer of documents related to this AZRamp
review
process
may
be
made
by
contacting:
AsetAssurance@azdoa.gov to make special arrangements for
the transfer of these documents.
3.2.4.
If applicable to this Solicitation, Contractor shall complete and submit with the
Offer an unedited and signed State of Arizona Health Insurance Portability and
Accountability Act (HIPAA) Business Associate Addendum (BAA).

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 56 of 81
Click here to return to the Table of Contents

3.2.5.
All contract awards are contingent on the successful completion of the AZRamp
125 Low Impact (public information) or the AZRamp 325 Moderate
(Confidential, PII, or PHI) Impact Control spreadsheet titled “Arizona
Infrastructure Security Controls 2017 (Excel),” to be determined by the
Enterprise Security, Privacy & Risk Compliance team. Low (Column E) and
Moderate (Column F) Impact controls spreadsheet can be located here:
https://azdohs.gov/file/4356.

3.3.
The State reserves the right to conduct risk assessments, vulnerability assessments,
black-box penetration tests or hire a third party to conduct risk assessments, vulnerability
assessments, and black-box penetration tests of the Contractor’s environment.
Contractor will be alerted in advance and arrangements made for an agreeable time.
Contractor shall respond to all flaws deemed serious by the State when discovered by
providing an acceptable timeframe to resolve the issue and/or implement a
compensating control(s).
3.4.
Upon request, Contractor shall submit copies of system logs from Contractor’s
environment to the State of AZ security team in the format requested to be added to the
State SIEM (Security Information Event Monitor) or IDS (Intrusion Detection System).
3.5.
Contractor shall comply with all applicable State and Federal laws and regulations,
including, but not limited to, the following (please note that the links are provided for
convenience only and may change):
3.5.1.
State
of
Arizona
statewide
policies,
standards
and
procedures:
https://azdohs.gov/information-technology-it-policies-standards-and-
procedures;
3.5.2.
Federal
Information
Security
Modernization
Act
of
2014
(FISMA):
https://csrc.nist.gov/topics/laws-and-regulations/laws/fisma;
3.5.3.
OMB
Circular
A-130:
https://www.federalregister.gov/documents/2016/07/28/2016-17872/revision-
of-omb-circular-no-a-130-managing-information-as-a-strategic-resource;
3.5.4.
National
Cyber
Strategy
of
the
United
States
of
America:
https://www.cisa.gov/executive-order-strengthening-cybersecurity-federal-
networks-and-critical-infrastructure;
3.5.5.
Health Insurance Portability and Accountability Act (HIPAA) including Business
Associate Agreement/ Health Information Technology for Economic and
Clinical Health Act (HITECH): https://www.hhs.gov/hipaa/index.html;
3.5.6.
Tax Information Security Guidelines For Federal, State and Local Agencies:
Safeguards for Protecting Federal Tax Returns and Return Information (I.R.S.
Publication 1075): https://www.irs.gov/pub/irs-pdf/p1075.pdf;

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 57 of 81
Click here to return to the Table of Contents

3.5.7.
Criminal
Justice
Information
Services
Security
Policy
(CJIS):
https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center;
3.5.8.
Centers for Medicare & Medicaid Services (CMS), Minimum Acceptable Risk
Standards
for
Exchanges
(MARS-E):
https://www.cms.gov/CCIIO/Resources/Regulations-and-
Guidance/Downloads/2-MARS-E-v2-0-Minimum-Acceptable-Risk-Standards-
for-Exchanges-11102015.pdf;
3.5.9.
A.R.S. Title 41, Chapter 41. Arizona Department of Homeland Security;
3.5.10.
A.R.S. §18-104 - Arizona Department of Administration, Arizona Strategic
Enterprise Technology (ADOA-ASET), Powers and duties of the agency:
https://www.azleg.gov/arsDetail/?title=18;
3.5.11.
A.R.S. §18-105 - Statewide Information Security and Privacy Office (SISPO):
https://www.azleg.gov/viewdocument/?docName=http%3A//www.azleg.gov/ar
s/18/00105.htm;
3.5.12.
A.R.S.
§18-551
-
Definitions
Information
Security
Including
PII:
https://www.azleg.gov/ars/18/00551.htm;
3.5.13.
A.R.S. §18-552 - Notification of security system breaches; requirements;
enforcement;
civil
penalty;
preemption;
exceptions:
https://www.azleg.gov/ars/18/00552.htm;
3.5.14.
Arizona Executive Order 2008-10 – Mitigating Cyber Security Threats:
https://aset.az.gov/node/192;
3.5.15.
SIPC Memorandum of Understanding (MOU): https://www.sipc.org/about-
sipc/;
3.5.16.
State Environmental policies: https://azdeq.gov/LawsAndRules;
3.5.17.
Family
Education
Rights
Privacy
Act
(FERPA):
https://www2.ed.gov/policy/gen/guid/fpco/ferpa/index.html?src=rn;
3.5.18.
Driver’s
Privacy
Protection
Act
(DPPA):
https://azdot.gov/motor-
vehicles/driver-services/driver-license-information/motor-vehicle-records;
3.5.19.
Incident
Response
Reporting
program
and
system:
https://aset.az.gov/sites/default/files/P8240%20Incident%20Response%20Pl
anning_Sept2018_0.pdf;
3.5.20.
Privacy
Incident
Reporting
policy
and
standards:
https://aset.az.gov/sites/default/files/STANDARD%208240%20INCIDENT%2
0RESPONSE%20PLANNING.pdf;
3.5.21.
State of Arizona Library, Archives and Public Records, Records Management
Division, General Retention Schedules https://azlibrary.gov/arm/policies; and
3.5.22.
Payment Card Industry (PCI) Security Standards including but not limited to
Supplemental
Documents,
Information
Supplements
and
Validation
Requirements: https://www.pcisecuritystandards.org.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 58 of 81
Click here to return to the Table of Contents

Uniform Terms and Conditions
Request for Proposal
Solicitation No. BPM005633
Foreign Language Interpretation and Translation
Services
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Uniform Terms and Conditions
1.
Definition of Terms. As used in this Solicitation and any resulting Contract, the terms listed below
are defined as follows:
1.1.
“Attachment” means any item the Solicitation which requires the Offeror to submit as part
of the Offer.
1.2.
“Contract” means the combination of the Solicitation, including the Uniform and Special
Instructions to Offerors, the Uniform and Special Terms and Conditions, and the
Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers;
and any Solicitation Amendments or Contract Amendments.
1.3.
"Contract Amendment" means a written document signed by the Procurement Officer that
is issued for the purpose of making changes in the Contract.
1.4.
“Contractor” means any person who has a Contract with the State.

1.5.
“Data” means recorded information, regardless of form or the media on which it may be
recorded. The term may include technical data and computer software. The term does not
include information incidental to contract administration, such as financial, administrative,
cost or pricing, or management information.
1.6.
“Days” means calendar days unless otherwise specified.

1.7.
“Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits
section of the Solicitation generally containing maps, schematics, examples of reports, or
other documents that will be used to perform the requirements of the Scope of Work after
contract award.
1.8.
“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.
1.9.
“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.
1.10.
“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.
1.11.
“Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor
which does not involve the delivery of a specific end product other than required reports

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 59 of 81
Click here to return to the Table of Contents

and performance, but does not include employment agreements or collective bargaining
agreements.
1.12.
“State” means any department, commission, council, board, bureau, committee,
institution, agency, government corporation or other establishment or official of the
executive branch or corporation commission of the State of Arizona that executes the
Contract.
1.13.
“State Fiscal Year” means the period beginning with July 1 and ending June 30.

1.14.
“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 Materials or any Services required for the
performance of the Contract.
1.15.
“Subcontractor” means a person who contracts to perform work or render Services to a
Contractor or to another Subcontractor as a part of a Contract with the State.
2.
Contract Interpretation

2.1.
Arizona Law. The Arizona law applies to this Contract including, where applicable, the
Uniform Commercial Code as adopted by the State of Arizona and the Arizona
Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its
implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.
2.2.
Implied Contract Terms. Each provision of law and any terms required by law to be in this
Contract are a part of this Contract as if fully stated in it.
2.3.
Contract Order of Precedence. In the event of a conflict in the provisions of the Contract,
as accepted by the State and as they may be amended, the following shall prevail in the
order set forth below:
2.3.1.
Special Terms and Conditions;
2.3.2.
Uniform Terms and Conditions;
2.3.3.
Statement or Scope of Work;
2.3.4.
Specifications;
2.3.5.
Attachments;
2.3.6.
Exhibits; then
2.3.7.
Any other documents referenced or included in the Solicitation including, but not
limited to, any Bid or Offer documents provided by the Contractor that do not fall
into one of the above categories.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 60 of 81
Click here to return to the Table of Contents

2.4.
Relationship of Parties. The Contractor under this Contract is an independent Contractor.
Neither party to this Contract shall be deemed to be the employee or agent of the other
party to the Contract.
2.5.
Severability. The provisions of this Contract are severable. Any term or condition deemed
illegal or invalid shall not affect any other term or condition of the Contract.
2.6.
No Parol Evidence. This Contract is intended by the parties as a final and complete
expression of their agreement. No course of prior dealings between the parties and no
usage of the trade shall supplement or explain any terms used in this document and no
other understanding either oral or in writing shall be binding.
2.7.
No Waiver. Either party’s failure to insist on strict performance of any term or condition of
the Contract shall not be deemed a waiver of that term or condition even if the party
accepting or acquiescing in the nonconforming performance knows of the nature of the
performance and fails to object to it.
3.
Contract Administration and Operation

3.1.
Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall
contractually require each Subcontractor to retain any and all Data and other “records”
relating to the acquisition and performance of the Contract for a period of five (5) years
after the completion of the Contract. All records shall be subject to inspection and audit by
the State at reasonable times. Upon request, the Contractor shall produce a legible copy
of any or all such records.
3.2.
Non-Discrimination. The Contractor shall comply with State Executive Orders No. 2023-
01, 2009-09, and any and all other applicable Federal and State laws, rules and
regulations, including the Americans with Disabilities Act.
3.3.
Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five
(5) years thereafter, the Contractor’s or any Subcontractor’s books and records shall be
subject to audit by the State and, where applicable, the Federal Government, to the extent
that the books and records relate to the performance of the Contract or Subcontract.
3.4.
Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its
facilities, Subcontractor facilities, and the Contractor’s processes or services, at
reasonable times for inspection of the facilities or Materials covered under this Contract
as required under A.R.S. § 41-2547. The State shall also have the right to test, at its own
cost, the Materials to be supplied under this Contract. Neither inspection of the
Contractor’s facilities nor Materials testing shall constitute final acceptance of the Materials
or Services. If the State determines non-compliance of the Materials, the

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 61 of 81
Click here to return to the Table of Contents

Contractor shall be responsible for the payment of all costs incurred by the State for testing
and inspection.
3.5.
Notices. Notices to the Contractor required by this Contract shall be made by the State to
the person indicated on the Offer and Acceptance form submitted by the Contractor unless
otherwise stated in the Contract. Notices to the State required by the Contract shall be
made by the Contractor to the Solicitation Contact Person indicated on the Solicitation,
stated in the Contract, or listed on the State’s eProcurement system. An authorized
Procurement Officer and an authorized Contractor representative may change their
respective person to whom notice shall be given by written notice to the other and an
amendment to the Contract shall not be necessary.
3.6.
Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise
or promote information for commercial benefit concerning this Contract without the prior
written approval of the Procurement Officer.
3.7.
Continuous Improvement. Contractor shall recommend continuous improvements on an
ongoing basis in relation to any Materials and Services offered under the Contract, with a
view to reducing State costs and improving the quality and efficiency of the provision of
Materials or Services. State may require Contractor to engage in continuous
improvements throughout the term of the Contract.
3.8.
Other Contractors. State may undertake on its own or award other contracts to the same
or other suppliers for additional or related work. In such cases, the Contractor shall
cooperate fully with State employees and such other suppliers and carefully coordinate,
fit, connect, accommodate, adjust, or sequence its work to the related work by others.
Where the Contract requires handing-off Contractor’s work to others, Contractor shall
cooperate as State instructs regarding the necessary transfer of its work product,
Materials, Services, or records to State or the other suppliers. Contractor shall not commit
or permit any act that interferes with the State’s or other suppliers’ performance of their
work, provided that, State shall enforce the foregoing section equitably among all its
suppliers so as not impose an unreasonable burden on any one of them.
3.9.
Ownership of Intellectual Property

3.9.1.
Rights In Work Product. All intellectual property originated or prepared by
Contractor pursuant to the Contract, including but not limited to, inventions,
discoveries, intellectual copyrights, trademarks, trade names, trade secrets,
technical communications, records reports, computer programs and other
documentation or improvements thereto, including Contractor’s administrative
communications and records relating to the Contract, are considered work

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 62 of 81
Click here to return to the Table of Contents

product and Contractor’s property, provided that, State has Government
Purpose Rights to that work product as and when it was delivered to State.
3.9.2.
“Government Purpose Rights” are:

3.9.2.1.
the unlimited, perpetual, irrevocable, royalty free, non-exclusive,
worldwide right to use, modify, reproduce, release, perform, display,
sublicense, disclose and create derivatives from that work product
without restriction for any activity in which State is a party;
3.9.2.2.
the right to release or disclose that work product to third parties for
any State government purpose; and
3.9.2.3.
the right to authorize those to whom it rightfully releases or discloses
that work product to use, modify, release, create derivative works
from the work product for any State government purpose; such
recipients being understood to include the federal government, the
governments of other states, and various local governments.
3.9.3.
“Government Purpose Rights” do not include any right to use, modify,
reproduce, perform, release, display, create derivative works from or disclose
that work product for any commercial purpose, or to authorize others to do so.
3.9.4.
Joint Developments. The Contractor and State may each use equally any ideas,
concepts, know-how, or techniques developed jointly during the course of the
Contract, and may do so at their respective discretion, without obligation of
notice or accounting to the other party.
3.9.5.
Pre-existing Material. All pre-existing software and other Materials developed or
otherwise obtained by or for Contractor or its affiliates independently of the
Contract or applicable Purchase Orders are not part of the work product to
which rights are granted State under subparagraph 3.9.1 above, and will remain
the exclusive property of Contractor, provided that:
3.9.5.1.
any derivative works of such pre-existing Materials or elements
thereof that are created pursuant to the Contract are part of that work
product;
3.9.5.2.
any elements of derivative work of such pre-existing Materials that
was not created pursuant to the Contract are not part of that work
product; and

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 63 of 81
Click here to return to the Table of Contents

3.9.5.3.
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.
3.9.6.
Developments Outside Of Contract. Unless expressly stated otherwise in the
Contract, this Section 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.
Property of the State. If there are any materials that are not covered by Section 3.9 above
created under this Contract, including but not limited to, reports and other deliverables,
these materials are the sole property of the State. The Contractor is not entitled to a patent
or copyright on those materials and may not transfer the patent or copyright to anyone
else. The Contractor shall not use or release these materials without the prior written
consent of the State.
3.11.
Federal Immigration and Nationality Act. 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, 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 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 or debarment of the contractor.
3.12.
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.
3.13.
Offshore Performance of Work involving Data is 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 Data shall be performed within the defined territories of
the United States.
3.14.
Certifications Required by State Law.

3.14.1.
If Contractor is a Company as defined in A.R.S. § 35-393, Contractor
certifies that it is not currently engaged in a boycott of Israel as described in
A.R.S. §§ 35-393 et seq. and will refrain from any such boycott for the
duration of this Contract.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 64 of 81
Click here to return to the Table of Contents

3.14.2.
Contractor further certifies that it shall comply with A.R.S. § 35-394,
regarding use of the forced labor of ethnic Uyghurs, as applicable.
4.
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 Materials or Services, the Contractor shall
submit a complete and accurate invoice for payment from the State within thirty (30) days.
4.2.
Delivery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319, all prices shall be
F.O.B. (“free on board”) Destination and shall include all freight delivery and unloading at
the destination.
4.3.
Firm, Fixed Price. Unless stated otherwise in the Special Terms and Conditions of the
Contract, all prices shall be firm-fixed-prices.
4.4.
Applicable Taxes

4.4.1.
Payment of Taxes. The Contractor shall be responsible for paying all applicable
taxes.
4.4.2.
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.
4.4.3.
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.
4.4.4.
I.R.S. 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.

4.5.
Availability of Funds for the Next State Fiscal Year. Funds may not presently be available
for performance under this Contract beyond the current State Fiscal Year. No legal liability
on the part of the State for any payment may arise under this Contract beyond the current
State Fiscal Year until funds are made available for performance of this Contract.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 65 of 81
Click here to return to the Table of Contents

4.6.
Availability of Funds for the Current State Fiscal Year. Should the State Legislature enter
back into session and reduce the appropriations or for any reason and these Materials or
Services are not funded, the State may take any of the following actions:
4.6.1.
Accept a decrease in price offered by the Contractor;
4.6.2.
Cancel the Contract; or
4.6.3.
Cancel the Contract and re-solicit the requirements.

5.
Contract Changes

5.1.
Amendments. This Contract is issued under the authority of the Procurement Officer who
signed this Contract. The Contract may be modified only through a Contract Amendment
within the scope of the Contract. Changes to the Contract, including the addition of
Services or Materials, the revision of payment terms, or the substitution of Services 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 as described in Arizona State Procurement Office Standard Procedure 002. The
Contractor shall clearly list any proposed Subcontractors and the Subcontractor’s
proposed responsibilities. The Subcontract shall incorporate by reference the terms and
conditions of this Contract.
5.3.
Assignment and Delegation. The Contractor shall not assign any right nor delegate any
duty under this Contract without the prior written approval of the Procurement Officer. The
State shall not unreasonably withhold approval.
6.
Risk and Liability

6.1.
Risk of Loss. The Contractor shall bear all loss of conforming Materials 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).To the fullest extent
permitted by law, Contractor shall defend, indemnify, and hold harmless the
State of Arizona, and its departments, agencies, boards, commissions,

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 66 of 81
Click here to return to the Table of Contents

universities, officers, officials, agents, and employees (hereinafter referred to as
“Indemnitee”) from and against any and all claims, actions, liabilities, damages,
losses, or expenses (including court costs, attorneys’ fees, and costs of claim
processing, investigation and litigation) (hereinafter referred to as “Claims”) for
bodily injury or personal injury (including death), or loss or damage to tangible or
intangible property caused, or alleged to be caused, in whole or in part, by the
negligent or willful acts or omissions of Contractor or any of its owners, officers,
directors, agents, employees or Subcontractors. This indemnity includes any
claim or amount arising out of, or recovered under, the Workers’ Compensation
Law or arising out of the failure of such Contractor to conform to any federal,
state, or local law, statute, ordinance, rule, regulation, or court decree. It is the
specific intention of the parties that the Indemnitee shall, in all instances, except
for Claims arising solely from the negligent or willful acts or omissions of the
Indemnitee, be indemnified by Contractor from and against any and all claims. It
is agreed that Contractor will be responsible for primary loss investigation,
defense, and judgment costs where this indemnification is applicable. In
consideration of the award of this contract, the Contractor agrees to waive all
rights of subrogation Insurance and Indemnification Guidelines for State of
Arizona Contracts Professional Service Contracts against the State of Arizona,
its officers, officials, agents, and employees for losses arising from the work
performed by the Contractor for the State of Arizona. This indemnity shall not
apply if the Contractor or Subcontractor(s) is/are an agency, board, commission
or university of the State of Arizona.
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 paragraph shall not apply.
6.4.
Force Majeure.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 67 of 81
Click here to return to the Table of Contents

6.4.1.
Except for payment of sums due, neither the Contractor nor State shall be liable
to the other nor deemed in default under this Contract if and to the extent that
such party’s performance of this Contract is prevented by reason of force
majeure. The term “force majeure” means an occurrence that is beyond the
control of the party affected and occurs without its fault or negligence. Without
limiting the foregoing, force majeure includes: acts of God, acts of the public
enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood,
lockouts, injunctions-intervention-acts, 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, Materials, or Services 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 the Contractor or State 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

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 68 of 81
Click here to return to the Table of Contents

Materials or Services supplied by third parties to the Contractor, toward fulfillment of this
Contract.
7.
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 the Special Terms and Conditions, the
Contractor warrants that, for one (1) 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.
Conformity to Requirements.

7.3.1.
Contractor warrants that, unless expressly provided otherwise elsewhere in the
Contract, the Materials and Services will for one (1) year after acceptance and
in each instance:
7.3.1.1.
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 and all
Contractor affirmations included as part of the Contract;
7.3.1.2.
Be free from defects of material and workmanship;

7.3.1.3.
Conform to or perform in a manner consistent with current industry
standards; and
7.3.1.4.
Be fit for the intended purpose or use described in the Contract.

7.3.2.
Mere delivery or performance does not substitute for express acceptance by the
State. Where inspection, testing, or other acceptance assessment of Materials
or Services cannot be done until after installation or invoicing, the forgoing
warranty will not begin until State’s explicit acceptance of the Materials or
Services.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 69 of 81
Click here to return to the Table of Contents

7.4.
Inspection/Testing. The warranties set forth in this Section 7 [Warranties] are not affected
by inspection or testing of or payment for the Materials or Services by the State.
7.5.
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 and all
certifications relevant to their work, and Contractor shall provide individual evidence of
certification to State’s authorized representatives upon request.
7.6.
Compliance With Applicable Laws. The Materials and Services supplied under this
Contract shall comply with all applicable federal, state, and local laws and policies
(including, but not limited to, information technology policies, standards, and procedures
available on the State’s website and/or the website of any department, commission,
council, board, bureau, committee, institution, agency, government corporation or other
establishment or official of the executive branch or corporation commission of the State of
Arizona). Federal requirements may be incorporated into this Contract, if required,
pursuant to A.R.S. § 41-2637. Contractor shall maintain any and all applicable license and
permit requirements. This requirement includes, but is not limited to, any and all Arizona
state statutes that impact state contracts, regardless of whether those statutory references
have been removed during the course of contract negotiations; this is notice to Contractors
that the State does not have the authority to modify Arizona state law by contract.
7.7.
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.
7.8.
Licenses and Permits. Contractor warrants that it will maintain all licenses required to fully
perform its duties under the Contract and all required permits valid and in force.
7.9.
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.
7.10.
Performance in Public Health Emergency. Contractor warrants that it will:

7.10.1.
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:

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 70 of 81
Click here to return to the Table of Contents

7.10.1.1.
Identification of response personnel by name;

7.10.1.2.
Key succession and performance responses in the event of
sudden and significant decrease in workforce; and
7.10.1.3.
Alternative avenues to keep sufficient product on hand or in the
supply chain.
7.10.2.
Provide a copy of its current plan to State within three (3) business days after
State’s written request. If Contractor claims relief under paragraph 6.4 [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.
7.10.3.
A request from the State related to this paragraph 7.10 does not necessarily
indicate that there has been an occurrence of force majeure, and the
Contractor will not be entitled to any additional compensation or extension of
time by virtue of having to implement a plan.
7.10.4.
Failure to have or implement an appropriate plan will be a material breach of
contract.
7.11.
Lobbying

7.11.1.
Prohibition. Contractor warrants that it will not engage in lobbying activities, as
defined in 40 Code of Federal Regulations (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 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. Contractor shall implement and maintain
adequate controls to assure compliance with above. Contractor shall obtain an
equivalent warranty from all Subcontractors and shall include an equivalent no-
lobbying provision in all Subcontracts.
7.11.2.
Exception. This paragraph 7.11 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.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 71 of 81
Click here to return to the Table of Contents

7.12.
Covered Telecommunications or Services. Contractor warrants that the Materials and
Services rendered under this Agreement will not require Contractor to use for the State,
or provide to the State to use, "covered telecommunications equipment or Services" as a
substantial or essential component of any system, or as critical technology as part of any
system, within the meaning of Federal Acquisition Regulation (“FAR”) Section 52.204-25.
7.13.
Debarment, Suspension, U.S. Government Restricted Party Lists. Contractor warrants
that it is not, and its Subcontractors are not, on the U.S. government’s Denied Parties List,
the Unverified List, the Entities List, the Specially Designated Nationals and Blocked
Parties List, and neither the Contractor nor any Subcontractors are presently debarred,
suspended, proposed for debarment or otherwise declared ineligible for award of federal
contracts or participation in federal assistance programs or activities.
7.14.
False Statements. Contractor represents and warrants that all statements and information
Contractor prepared and submitted in response to the Solicitation or as part of the Contract
documents are current, complete, true, and accurate. If the Procurement Officer
determines that Contractor submitted an Offer or Bid with a false statement, or makes
material misrepresentations during the performance of the Contract, the Procurement
Officer may determine that Contractor has materially breached the Contract and may void
the submitted Offer or Bid and any resulting Contract.
7.15.
Survival of Rights and Obligations after Contract Expiration or Termination.

7.15.1.
Survival of Warranty. All representations and warranties made by Contractor
under the Contract will survive the expiration or earlier termination of the
Contract.
7.15.2.
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.
7.15.3.
Purchase Orders. The Contractor shall, in accordance with all terms and
conditions of the Contract, fully perform and shall be obligated to comply with
all purchase orders received by the Contractor prior to the expiration or
termination hereof, unless otherwise directed in writing by the Procurement
Officer, including, without limitation, all purchase orders received prior to but not
fully performed and satisfied at the expiration or termination of this Contract.
8.
State's Contractual Remedies

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 72 of 81
Click here to return to the Table of Contents

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.
Contract Termination

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 73 of 81
Click here to return to the Table of Contents

9.1.
Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel
this Contract within three (3) years after Contract execution without penalty or further
obligation if any person significantly involved in initiating, negotiating, securing, drafting or
creating the Contract on behalf of the State is or becomes at any time while the Contract
or an extension of the Contract is in effect an employee of or a consultant to any other
party to this Contract with respect to the subject matter of the Contract. The cancellation
shall be effective when the Contractor receives written notice of the cancellation unless
the notice specifies a later time. If the Contractor is a political subdivision of the State, it
may also cancel this Contract as provided in A.R.S. § 38-511.
9.2.
Gratuities. The State may, by written notice, terminate this Contract, in whole or in part, if
the State determines that employment or a Gratuity was offered or made by the Contractor
or a representative of the Contractor to any officer or employee of the State with 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 (3) 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 or Services accepted before the effective date of the termination. The cost
principles and procedures provided in A.R.S. § 41-2543 and A.A.C. Title 2, Chapter 7,
Article 7, shall apply.
9.5.
Termination for Default.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 74 of 81
Click here to return to the Table of Contents

9.5.1.
In addition to the rights reserved in the contract, the State may terminate the
Contract in whole or in part due to the failure of the Contractor to comply with
any term or condition of the Contract, to acquire and maintain all required
insurance policies, bonds, licenses and permits, or to make satisfactory progress
in performing the Contract. The Procurement Officer shall provide written notice
of the termination and the reasons for it to the Contractor.
9.5.2.
Upon termination under this paragraph, all goods, Materials, documents, Data,
and reports prepared by the Contractor under the Contract shall become the
property of and be delivered to the State on demand.
9.5.3.
The State may, upon termination of this Contract, procure, on terms and in the
manner that it deems appropriate, Materials or Services to replace those under
this Contract. The Contractor shall be liable to the State for any excess costs
incurred by the State in procuring Materials or Services in substitution for those
due from the Contractor.
9.6.
Continuation of Performance Through Termination. The Contractor shall continue to
perform, in accordance with the requirements of the Contract, up to the date of termination,
as directed in the termination notice.
10.
Contract Claims

All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title
41, Chapter 23, Article 9, and rules adopted thereunder.
11.
Arbitration

The parties to this Contract agree to resolve all disputes arising out of or relating to this Contract
through arbitration, after exhausting applicable administrative review, to the extent required by
A.R.S. § 12-1518, except as may be required by other applicable statutes (A.R.S. Title 41).

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 75 of 81
Click here to return to the Table of Contents

Exhibit A
Request for Proposal
Solicitation No. BPM005633
Foreign Language Interpretation and Translation
Services
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Exhibit A
1.1
Indemnification Clause
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the
State of Arizona, and its departments, agencies, boards, commissions, universities, officers,
officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any
and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’
fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as
“Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or
intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful
acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or
subcontractors. This indemnity includes any claim or amount arising out of, or recovered under,
the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any
federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific
intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely
from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor
from and against any and all claims. It is agreed that Contractor will be responsible for primary
loss investigation, defense, and judgment costs where this indemnification is applicable. In
consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation
against the State of Arizona, its officers, officials, agents, and employees for losses arising from
the work performed by the Contractor for the State of Arizona.

This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board,
commission or university of the State of Arizona.
1.2 Insurance Requirements
1.2.1 Contractor and subcontractors shall procure and maintain, until all of their
obligations have been discharged, including any warranty periods under this Contract,
insurance against claims for injury to persons or damage to property arising from, or in
connection with, the performance of the work hereunder by the Contractor, its agents,
representatives, employees or subcontractors.
1.2.2. The Insurance Requirements herein are minimum requirements for this Contract
and in no way limit the indemnity covenants contained in this Contract. The State of
Arizona in no way warrants that the minimum limits contained herein are sufficient to
protect the Contractor from liabilities that arise out of the performance of the work under
this Contract by the Contractor, its agents, representatives, employees or subcontractors,
and the Contractor is free to purchase additional insurance.
1.3 Minimum Scope and Limits of Insurance
Contractor shall provide coverage with limits of liability not less than those stated below.
1.3.1 Commercial General Liability (CGL) – Occurrence Form

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 76 of 81
Click here to return to the Table of Contents

Policy shall include bodily injury, property damage, contractual liability coverage, 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 include coverage for Sexual Abuse and Molestation (SAM). This coverage
may be sub-limited to no less than $500,000. The limits may be included within the General
Liability limit or provided by separate endorsement with its own limits. If you are unable to
obtain SAM coverage under your General Liability because the insurance market will not
support it, it should it be included with the Professional Liability.
b. 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.”
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 liability 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 departments, agencies, boards,
commissions, universities, officers, officials, agents, and employees for losses arising from
work performed by or on behalf of the Contractor.

1.3.2 Business Automobile Liability
Updated: Bodily Injury and Property Damage for any owned, hired, and/or non-owned
Automobiles used in the performance of this Contract.
•
Combined Single Limit (CSL) $1,000,000
a. Policy shall be endorsed, as required by this written agreement, to include the State of
Arizona, and its departments, agencies, boards, commissions, universities, officers,
officials, agents, and employees as additional insureds with respect to liability arising out
of the activities performed by, or on behalf of, the Contractor involving automobiles owned,
hired and/or non-owned by the Contractor.
b. Policy shall contain a waiver of subrogation endorsement as required by this written
agreement in favor of the State of Arizona, and its departments, agencies, boards,
commissions, universities, officers, officials, agents, and employees for losses arising from
work performed by or on behalf of the Contractor.
1.3.3 Workers’ Compensation and Employers' Liability

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 77 of 81
Click here to return to the Table of Contents

Workers' Compensation
Statutory

Employers' Liability
•
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 or Independent Contractor).

1.3.4 Professional Liability (Errors and Omissions Liability)

•
Each Claim
$ 2,000,000
•
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.
b. In the event that the professional liability insurance required by this Contract is written on a
claims-made basis, Contractor warrants that any retroactive date under the policy shall
precede the effective date of this Contract; and that 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. Policy shall cover professional misconduct or wrongful acts for those positions defined in
the Scope of Work of this contract.

1.4 Additional Insurance Requirements
The policies shall include, or be endorsed to include, as required by this written agreement, the
following provisions:
1.4.1 The Contractor's policies, as applicable, shall stipulate that the insurance afforded
the Contractor shall be primary and that any insurance carried by the Department, its agents,
officials, employees or the State of Arizona shall be excess and not contributory insurance, as
provided by A.R.S. § 41-621 (E).

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 78 of 81
Click here to return to the Table of Contents

1.4.2 Insurance provided by the Contractor shall not limit the Contractor’s liability assumed
under the indemnification provisions of this Contract.

1.5 Notice of Cancellation
Applicable to all insurance policies required within the Insurance Requirements of this Contract,
Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be
materially changed for any reason without thirty (30) days prior written notice to the State of
Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of
Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially
changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the
Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to
(State Representative’s Name, Address & Fax Number).

1.6 Acceptability of Insurers
Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold
approved non-admitted status on the Arizona Department of Insurance List of Qualified
Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The State
of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to
protect the Contractor from potential insurer insolvency.

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

1.7.1 All such certificates of insurance and policy endorsements must be received by the State
before work commences. The State’s receipt of any certificates of insurance or policy
endorsements that do not comply with this written agreement shall not waive or otherwise
affect the requirements of this agreement.
1.7.2 Each insurance policy required by this Contract must be in effect at, or prior to,
commencement of work under this Contract. Failure to maintain the insurance policies as
required by this Contract, or to provide evidence of renewal, is a material breach of contract.

1.7.3 All certificates required by this Contract shall be sent directly to the
Department. The State of Arizona project/contract number and project description shall be
noted on the certificate of insurance. The State of Arizona reserves the right to require
complete copies of all insurance policies required by this Contract at any time.

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 79 of 81
Click here to return to the Table of Contents

1.8 Subcontractors

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

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

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

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 80 of 81
Click here to return to the Table of Contents

Exhibit B
Request for Proposal
Solicitation No. BPM005633
Foreign Language Interpretation and Translation
Services
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Exhibit B

List of Core Languages

Spanish Language Services

Historically, Spanish is the most commonly interpreted and translated language under this
Contract. Spanish is classified in its own section called “Spanish Language Services”.

Core Languages Services

The following languages are considered core languages under this contract and have their own
section called “Core Languages Services”. These are languages other than Spanish that are
used commonly in the State.

• Amharic
• Arabic
• Bengali
• Burmese
• Cantonese
• Chin Hakka
• Dari
• Farsi/Persian
• French
• German
• Gujarati
• Haitian Creole
• Hindi
• Korean
• Mandarin
• Nepali
• Portuguese
• Romanian
• Russian
• Somali
• Swahili
• Tagalog
• Tigrinya
• Turkish

Solicitation Requirements | Revision No. 3.1 | Revised 01-23 | Page 81 of 81
Click here to return to the Table of Contents

Rare Languages Services
Languages other than Spanish and the core languages may be considered rare
languages and have their own section called “Rare Languages Services.”

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
INTERPRETER ALLIANCE LLC

EXHIBIT B
Scope of Work

In accordance with the term and conditions of this Agreement and the State of Arizona Contract No.
CTR069857 the City is retaining Interpreter Alliance LLC to provide specialized interpretation and/or
translation utilized Certified Interpreters and/or Translators; and/or qualified (Non-certified) Interpreters
and/or Tranlators at the Glendale City Court on an as-needed basis.

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
INTERPRETER ALLIANCE LLC

EXHIBIT C

METHOD AND AMOUNT OF COMPENSATION

The method and amount of compensation is in accordance with Section 4 of this agreement.

NOT TO EXCEED AMOUNT

The total amount of compensation paid to Contractor for full completion of all work required by the
Statement of Work must not exceed $150,000 for the entire term of the Agreement.

DETAILED PROJECT COMPENSATION

The City shall pay contractor compensation in accordance with the rates as set forth in the State of
Arizona Contract No. CTR069857, to provide specialized interpretation and/or translation utilizing
Certified Interpreters and/or Tranlators; and/or qualified (Non-certified) Interpreters and/or Translators
at the Glendale City Court on an as-needed basis.