Agreement with Balzic Enterprise, LLC

City of Glendale — Special (2024-11-06)

Extracted text (via pymupdf) 189175 characters

1
10/05/2023
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
BALZIC ENTERPRISE, 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 Balzic Enterprise, LLC dba M&J
Trophies and Apparel, an Arizona limited liability company, authorized to do business in Arizona
(“Contractor”), collectively, the “Parties.”

RECITALS

A.
On July 1, 2024, the State of Arizona, a member of the Arizona State Purchasing Cooperative, entered
into a contract with Contractor to purchase the goods and services described in Awards,
Recognition, Coins, and Promotional Products and Services Contract CTR071387 (“Cooperative
Agreement”), which is attached hereto 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 hereto 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 May 3, 2024, until the date the contract terminates on
June 30, 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 June 30, 2029. The initial period of this Agreement is the period from the Effective
Date of this Agreement until June 30, 2025.

B.
The City may extend the term of this Agreement for four (4) 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

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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 fifty thousand dollars ($50,000) annually or two hundred thousand dollars
($200,000) 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.

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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 Shoalynn Gilliland
5850 W Glendale Ave, Suite 317
Glendale, AZ 85301

and

Balzic Enterprise, LLC dba M&J Trophies and Apparel
10802 N 43rd Avenue
Glendale, AZ 85304

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
Balzic Enterprise, LLC,
municipal corporation
an Arizona limited liability company

By:
____________________________
By:
____________________________

Kevin R. Phelps

Name: John Balzic

City Manager
Title: 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
BALZIC ENTERPRISE, LLC

EXHIBIT A
AWARDS, RECOGNITION, COINS, AND PROMOTIONAL PRODUCTS AND SERVICES
CONTRACT CTR071387

Request for Proposal
under A.R.S. § 41-2534
Notice Page
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

Solicitation Requirements | Revision No. 7 | Revised 10-23 | Page 1 of 65

Solicitation Number:

BPM006017
Description:

Awards, Recognition, Coins, and Promotional Products
and Services
Solicitation Due Date and Time:

As indicated in APP

Pre-Offer Conference:

Pre-Offer Conference will not be conducted

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.
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.

Table of Contents
Request for Proposal under A.R.S. § 41-2534
Solicitation No. BPM006017
Awards, Recognition, Coins, and Promotional
Products and Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

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Notice Page
Table of Contents
Solicitation Summary
3
Scope of Work
5
Special Terms and Conditions
6
Addendum A to the Special Terms and Conditions
40
Addendum B to the Special Terms and Conditions
41
Uniform Terms and Conditions
45
Exhibit A
62

Solicitation Summary
Request for Proposal
Solicitation No. BPM006017
Awards, Recognition, Coins, and Promotional
Products and Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

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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 Awards, Recognition, Coins, and Promotional Products and 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: BPM006017 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

2.1.2.
Attachment: BPM00005938 Solicitation Instructions
2.1.2.1.
Special Instructions to Offerors
2.1.2.2.
Standard Instructions to Offerors (RFP)

2.1.3.
Solicitation Attachments
2.1.3.1.
Offer and Acceptance
2.1.3.2.
Boycott of Israel Disclosure

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2.1.3.3.
Forced Labor of Ethnic Uyghurs Ban
2.1.3.4.
Confidential Information Designation
○ Confidential Information Designation (for reference only)
2.1.3.5.
Conformance Statements
○ Supplement – Conformance Statements - Exceptions to
Instructions
○ Supplement – Conformance Statements - Exceptions to Scope
of Work
○ Supplement – Conformance Statements - Exceptions to
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

2.2.
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.

Scope of Work
Request for Proposal
Solicitation No. BPM006017
Awards, Recognition, Coins, and Promotional
Products and Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

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Scope of Work
Scope of Work
1.
Purpose and Background
The State intends to implement contracts for the economical purchase of quality Awards,
Recognition and Promotional Products and Services and Customized Challenge Coins
and Accessories to replace the existing State contract set, Promotional items and the
State contracts, Award & Recognition. Based on historical usage data and anticipated
volumes, the estimated dollar spend under the resultant contract is approximately $1.5
million annually. However no guarantee of the actual quantities is implied or expressed by
this solicitation. Requirements shall be based on actual need. Contracts resulting from this
solicitation will be used by multiple eligible agencies with delivery locations throughout the
State.
2.
Definitions
2.1.
Intentionally left blank

3.
Scope of Work
The Contractor(s) shall provide a wide-ranging selection of Awards, Recognition, Coins, and
Promotional Products and Services, including all necessary account and delivery services.
3.1.
Product Requirements:
Awards, Recognition, Coins, and Promotional products include, but are not limited to the
following categories:
Awards and Recognition Products:
Trophies, Plaques, Electronics, Certificates, Portfolios, Frames and/or Borders, as well as
medals and ribbons.
All military medals shall correspond to all United States, Department of Defense military
regulations/criteria.
Military Medals/Ribbons include:
Longevity Service Medal, Adjutant General's Medal for the State of Arizona, Distinguished
Service Medal, Meritorious Service Medal, State Service Ribbon (State of Arizona), and
Medal of Valor.
Promotional Products: Pens, Flash Drives, Notebooks, Key Chains, Coffee Mugs, Stress
Balls, Mouse Pads, Stickers, Frisbees, Insulated Water Bottles, Lunch Bags, Can Coolers,
Flags, and Embroidered Apparel.

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Customized challenge coins and accessories:
Pins, patches, commemorative molded items, display boxes or stands, etc.
The list of items on the price sheet is for evaluation purposes and the contract is not limited
to these items, as subsequent orders for the customized coins may change design.
Challenge coins shall be:
a.
Available in the following sizes as requested at time of order: 1.5 inches,
1.75 inches, 2 inches in size from top to bottom
b.
Stamped brass coins. Contractor shall offer a range of metal colors and
styles, including gold, silver, brass, copper, black nickel. Must be able to provide
both antique and polished styles in any color when requested.
c.
Include up to six enamel colors on each side of coin with the option of
additional colors as needed
d.
Provide 2D and 3D options as requested
e.
Contractor shall be capable of providing coins with custom designed
shapes upon request. Examples of custom shapes are diamond cut edges and
cut out option
f.
Contractor shall be able to provide optional DuoTone, such as silver and
gold metals, and be able to include both metals on the challenge coin on separate
sides or on the same side if requested.
g.
Contractor shall be able to provide an optional clear epoxy coating for
added protection against scratches and dings.
h.
Contractor shall supply a digital proof of the challenge coin design
requested and artwork revisions as needed for final approval at no charge.
i.
Die mold shall be retained for the duration of the contract (5 years) for the
option of repeat orders utilizing the same mold.
j.
Each coin shall be individually packaged in clear PVC pouch/envelope.
Pricing for envelopes shall be included in the offered price for coins

3.1.1 All products offered shall be suitable for a government agency and shall exclude any
extravagant personal merchandise; offensive or risqué items or articles that are readily
and easily converted into cash. Articles which may be easily converted to cash include:
airline or cruise tickets, entertainment tickets, jewelry items without

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3.1.2 Upon occasion, more valuable items may be required for events such as giveaways at
Trade Shows or gifts for dignitaries. Such items may include, but are not limited to golf
balls (engraved), golf clubs, backpacks, and putters.
3.1.3 Product “First Article” Samples: Agencies may request the Offeror to submit one or more
first article samples as part of its bid. If requested, the Offeror shall provide first article
samples within 5 days of notification or as specified in the written request. Failure to
provide first article samples within the stated timeframe or failure to supply first article
samples that affirm compliance with the specifications contained herein shall result in the
offer being deemed non-responsive and therefore not considered for award.
First article samples shall be furnished at no expense to the State and shall be identified
as to the supplier and manufacturer. First article samples shall meet all established
specifications contained herein and shall create an expressed warranty that all products
shipped under any resultant contract conform to the first article samples.
3.2.
Service Requirements:
3.2.1 The Contractor(s) shall accept orders for customization by the Customer, including but not
limited to:
3.2.1.1
Imprinting,
3.2.1.2
Engraving,
3.2.1.3
Embroidering,
3.2.1.4
Laser Printing, and
3.2.1.5
Digital Printing.

3.2.2 For items requiring customization as listed above, the Contractor(s) shall provide design
services for artwork as required by the Customer.
3.2.3 For pre-designed artwork provided by the Customer, the Contractor(s) shall accept a
variety of electronic formats such as .jpg, .gif, .cdr, .ai, etc. via email, ftp or other delivery
method. All artwork shall remain the property of the Customer.
3.2.4 FOB Destination: Contract pricing shall be F.O.B. Destination to the delivery location
specified herein. Contractor shall retain title and control of all goods until they are
delivered, received and contract of coverage has been completed. All risk of
transportation and all related charges shall be the responsibility of the contractor. All
claims for visible and concealed damage shall be filed by the contractor. The State will

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notify the contractor promptly of any damaged goods and shall assist the contractor in
arranging for inspection.
Transportation Costs and Packaging: Freight terms shall be FREIGHT PREPAID AND
ADDED. Transportation costs shall be charged as a separate line item and not included
in the unit cost of goods. Transportation costs shall be the actual freight rate costs at the
lowest and best rate and is based upon the actual weight of the goods to be shipped. The
State reserves the right to utilize other shipping carriers. Unless otherwise specified
herein, standard commercial packaging, packing and shipping containers shall be used.
All shipping containers shall be legibly marked or labeled on the outside with purchase
order number, commodity description, and quantity.
3.3.
Length of Service Program Requirements:
3.3.1 The State shall select a variety of items from the Contractor's catalog to be designated as
Length of Service Awards. Agencies shall not have the same logo requirements nor shall
they require every item listed as a Length of Service Award. It shall be at the discretion of
each Agency to determine the items to be available within their Agency.
3.3.2 The various lengths of service years, which are currently recognized, are listed below:
3.3.2.1
1 year category,
3.3.2.2
5 year category,
3.3.2.3
10 year category,
3.3.2.4
15 year category,
3.3.2.5
20 year category,
3.3.2.6
25 year category,
3.3.2.7
30+ year category (i.e. 30 years, 35 years, 40 years, etc.),and
3.3.2.8
Any other specialty pins.
3.3.3 The Contractor(s) shall provide a variety of length of service items, increasing in nominal
value for increased years of service. Past items most frequently used for length of service
recognition for 5 and 10 years of service are as follows:
3.3.3.1
Length of service Lapel Pins/Tie Tacks
3.3.3.2
Charms

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3.3.4 Each length of service award item shall display a State, City, County logo, etc. The
Contractor shall produce an electronic and if requested a hardcopy catalog/brochure, with
descriptive captions and individual color photos of those Length of Service Awards
selected. The State of Arizona Seal will be used for electronic/hardcopy reference. The
individual Agency shall provide logo artwork for their corresponding Agency and may
request the Contractor to provide electronic/hardcopy samples of products with the
corresponding agencies/political subdivisions logo. The Contractor shall retain original
artwork on file for a period of five (5) years.
3.3.5 The award selection forms for Service Awards that are to be sent with the catalog/brochure
shall include substantially equivalent information listed below (to be customized by each
Agency):
3.3.5.1
Date of Request
3.3.5.2
Purchase Order No. (PO#)
3.3.5.3
Employee Name
3.3.5.4
Anniversary Date
3.3.5.5
Agency/ Political Subdivision
3.3.5.6
Years of Service
3.3.5.7
Site Code/Org Code/ Mail Drop/Division
3.3.5.8
Phone No.
3.3.5.9
Item No. Ordered
3.3.5.10
Supervisor's Name
3.3.5.11
Supervisor's Phone No.
3.3.5.12
List of Award Items
3.3.6 Each item purchased shall be individually wrapped or in a gift/presentation box. Delivery
location to be determined by each Agency.
3.3.7 The Contractor shall supply an electronic (web-based) and if requested a hardcopy of the
catalog/brochure for the Length of Service Awards chosen by the State. Each length of
service award anniversary level should be on a separate page or designated within
catalog/brochure. The prices shall be on a separate price sheet (pricing not to be inserted
into catalog/brochure that is sent or given out to prospective awardee (employee). Multiple
hardcopies may be requested by the ordering entity.

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3.3.8 The Contractor(s) shall provide three (3) tiers of administration for the Length of Service
Award Program as identified below. This service shall be considered an offered value add
and shall not be charged to the participating Customer.
3.3.8.1
Basic Administration:
3.3.8.1.1
The Agency shall present catalogs/brochures to eligible recipients.
3.3.8.1.2
The Agency shall send the order form to the Contractor.

3.3.8.1.3
The Contractor shall acknowledge the orders received and provide an
approximate ship date.
3.3.8.1.4
The Contractor shall ship awards to the Agency with each awards labeled
with employee name, year level and item selected.
3.3.8.2
Direct Administration:
3.3.8.2.1
The Agency shall provide the Contractor with recipient information.
3.3.8.2.2
The Agency shall record a greeting by Administrator.
3.3.8.2.3
The Contractor shall send out recipient brochure packets.
3.3.8.2.4
The Contractor shall send reminders to non-respondents.
3.3.8.2.5
Orders are automatically passed into manufacturing.
3.3.8.2.6
Orders shall be shipped to Agency designated locations
3.3.8.3
Full Administration:
3.3.8.3.1
Contractor receives recipient information electronically from the Agency.
3.3.8.3.2
The Agency shall record a greeting by Administrator.
3.3.8.3.3
The Contractor shall email recipient brochure packets.
3.3.8.3.4
The Contractor shall email reminders to non-respondents
3.3.8.3.5
The Contractor shall email confirmation to respondent of item ordered and
email confirmation to supervisor of employee selection
3.3.8.3.6
Orders are automatically passed into manufacturing
3.3.8.3.7
Orders shall be shipped to Agency designated locations
3.4.
Online Catalog and Electronic Ordering System (Punch-Out) Requirements:

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The State intends to use an online catalog for most of the purchases made from this
Contact. The Contractor(s) shall provide an online catalog and electronic ordering system
with capabilities to include:
3.4.1 The Contractor shall make available an online catalog to allow authorized users to make
purchases from this contract through the State’s eProcurement System (APP). The
Contractor shall have a secured website for placing online orders. The features and
functions of any online ordering catalog that is created for use by the State under this
contract shall include but shall not be limited to the following:
3.4.1.1
Access by standard web browsers;
3.4.1.2
Provide all the relevant product information, such as full color pictures of
product, lead times, contract price, dimensions, imprint area, material,
sizing, color selection, etc.;
3.4.1.3
The capability to visualize the product with logo and to interactively design
items including: choosing product color, select decoration method, logo
size, logo color options, etc.;
3.4.1.4
Ability to accommodate an unlimited number of logos and chose specific
logo vs. unique art, as well as control the use of unauthorized logos;
3.4.1.5
Item status inquiry functionality that provides stock availability;
3.4.1.6
Provide instant order acknowledgement;
3.4.1.7
Capability of tracking orders and providing annual summaries of deliveries
3.4.1.8
Help functionality;

3.4.1.9
Ability to search for products within certain parameters such as cost,
product type, etc.;
3.4.1.10
Reflect current catalog / price list and contract pricing;
3.4.1.11
Shall have ability to accept P-Cards and/or Purchase Orders;
3.4.1.12
Restricted to only those items that may be purchased under this contract
that are within the general product categories establish by this contract;
3.4.1.13
Shall not include any items that are specifically excluded from this contract;
and
3.4.1.14
Security features for safe online ordering.

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3.4.2 Access. The Contractor shall provide access to and interconnectivity with APP (Arizona
Procurement Portal) for the purpose of allowing authorized State system users to “Punch-
Out” of the State’s eProcurement system, and select contract products and services
directly from the Contractor’s website, and return to the State’s system with pre-populated
order details. Contractor shall cooperate with the State’s system provider in the
establishment and ongoing
3.4.3 Timeframe. The “Punch-Out” capability shall be fully functional within the first twelve (12)
months of the contract begin date.
3.4.4 The cost associated with the Contractor’s Punch-Out set-up, maintenance and support
shall be borne by the Contractor.
3.5.
Account Management and Customer Service Requirements:
3.5.1 The Contractor(s) shall assign a company representative(s) to the State to act as a liaison
between the Customer and the Contractor. A back-up person shall be provided in the
event the company's primary representative is unavailable. The representative will be the
main point of contact for the Customer.
3.5.2 A toll-free number shall be provided by the Contractor(s) for customer service issues as
well as support for the online tool. This toll-free number shall also be utilized to place
orders prior to the implementation of the Punch Out.
4.0
Pricing Requirements:
Pricing shall be based on a discount off the lowest per unit price (End Quantity Price (EQP)
or End Column Price) published in the applicable product supplier public catalog. The
Contractor(s) shall offer a percentage off of EQP for each of the following tiers. Each tier
represents a total order value.
Tier 1, Less than $1,500
Tier 2, $1,501-$7,500
Tier 3, $7,501-$15,000
Tier 4, $15,001-$25,000
Tier 5, More than $25,000

Special Terms and Conditions
Request for Proposal
Solicitation No. BPM006017
Awards, Recognition, Coins, and Promotional
Products and Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

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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 Risk and Authorization Management Program (AZRAMP): is used by the Arizona
Department of Homeland Security to evaluate Cloud services and Contractors that will
transfer, process, or store state data outside of state-managed or controlled networks, and
has three levels of control review:
1.4.1.
AZ Mandatory Control Baseline: 35 Controls
1.4.2.
NIST Low Impact Control Baseline: Public Data Classification
1.4.3.
NIST Moderate Impact Control Baseline: Confidential Data Classification
1.5.
Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona Department
of Revenue (DOR) website at: https://azdor.gov/transaction-privilege-tax-tpt

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1.6.
Attachment. Any item that:
1.6.1.
The Solicitation required Offeror to submit as part of the Offer (e.g., Initial
Offer, Revised Offer, or Best and Final Offer);
1.6.2.
Was attached to an Offer when submitted; and
1.6.3.
Was included in the Accepted Offer.
1.7.
Cloud Services: Cloud or Cloud Services means any Software as a Service (SaaS),
Infrastructure as a Service (IaaS), or Platform as a Service (Paas) involving the transfer,
processing, or storage of state Data outside the control of state-managed and controlled
networks.
1.8.
Contract Terms and Conditions: The Special Terms and Conditions and the Uniform
Terms and Conditions taken collectively.
1.9.
Contractor: The Person identified on the Accepted Offer who has entered into the Contract
with the State.
1.10.
Contractor Indemnitor: Contractor or any of its owners, officers, directors, agents,
employees, or Subcontractors.
1.11.
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.
1.12.
Data Breach: Data Breach is used herein as defined as stated in A.R.S. Title 18, chapter
5, article 4 (Data Security Breaches), or in any relevant state or federal standard, to
indicate an unauthorized acquisition of and unauthorized access that materially
compromises the security or confidentiality of unencrypted and unredacted computerized
personal information maintained as part of a database of personal information regarding
multiple individuals.

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1.13.
Eligible Agency:
1.13.1.
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.
1.13.2.
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.
1.13.3.
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.
1.14.
Federal Risk and Authorization Management Program (FedRAMP): A federal government
program that provides a standardized approach to security assessment, authorization,
and continuous monitoring specifically for Cloud products and services relied upon by
federal entities that store, process and transmit federal information.
1.15.
Instructions to Offerors: The Solicitation Instructions document of the Solicitation.
1.16.
NIST: NIST is the National Institute of Standards and Technology. For more information,
see https://www.nist.gov/.
1.17.
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”.
1.18.
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
1.19.
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.

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1.20.
State Indemnitees: Collectively, the State of Arizona, its departments, agencies,
universities, commissions, and boards and, and their respective officers, agents, and
employees.
1.21.
StateRAMP: A non-profit organization that provides a uniform approach to verifying that
the cybersecurity of Cloud service providers (CSPs) meets the standards and regulations
needed to do business with state and local governments.
1.22.
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.
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;

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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.
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

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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 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
formal 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

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1802 W. Jackson, #100,
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
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

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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 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

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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.
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

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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.
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.

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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/suppliers/usage-reporting
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 prior to
January 1, 2024, is one (1%) percent. Rates are set in accordance with SPO
Technical Bulletin (TB) 007, available on the SPO website, which may be
revised at the State’s sole discretion as part of Arizona state procurement
policy. For convenience (though note that this link may change over time) TB
007 may be found here:
https://spo.az.gov/suppliers/usage-reporting.
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:

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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;

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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

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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
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.
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 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.

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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.
Price Increase. The State may review a fully documented request for a price increase.
The requested increase shall be in writing and be based upon a cost increase to the
Contractor that was clearly unpredictable at the time of the offer and is directly correlated
to the price of the product concerned. Contractor must provide conclusive evidence of a
need for any price increases.
4.4.1.
The State needs sufficient time to make a fair and equitable determination in
response to any Contractor requests for price adjustments. As a result, the
State requests that the Contractor provide ninety (90) days advance notice
prior to any price adjustment whenever possible, and at a minimum, sixty (60)
days advance notice. Requests sent to the State with less than sixty (60) days
notice will be denied, unless the Contractor provides proper documentation
demonstrating the urgency of the request. The State shall determine whether
the price increase is in the best interest of the State.
4.4.2.
All price adjustments will be implemented by a formal Contract Amendment.
State shall determine whether the requested price increase or an alternate
option is in the best interest of the State.
4.4.3.
State expects Contractors to use Lean Six Sigma principles to reduce costs
in their supply chain, and not simply pass new costs on to the State. If a price
increase is requested, State will ask for evidence that Lean Six Sigma
principles and tools have been used by Contractor to attempt to reduce costs
in advance of any request for a price increase under the Contract.
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

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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/travel-information. 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.
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;

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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.

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

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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
Section 5.1 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 the Contract was awarded to within the
eProcurement System.
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

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(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 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

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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,
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.

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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.
6.2.3.
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

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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
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

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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.
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

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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.
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

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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.
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.

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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 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.
12.17.
Product Safety. Materials as-shipped must comply with applicable safety regulations and
standards. Unless expressly stated otherwise in the Scope of Work, State is not
responsible for making any Materials safe or compliant following acceptance. Contractor
shall only deliver Materials that are already safe and compliant with the warranties in the
Contract Terms and Conditions.
12.18.
Hazardous Materials. Contractor shall timely provide State with any “Safety Data Sheets”
(SDS) and any other hazard communication documentation required under the United
States Department of Labor’s Occupational Safety and Health Administration (OSHA)
“Hazard Communication Standard” (often referred to as the “HazCom 2012 Final Rule”)
that is reasonably necessary for State to comply with regulations when it or its other
contractors install, handle, operate, repair, maintain or remove any Materials. Note that,
in the past, those documents might have been referred to as “Material Safety Data Sheets”
or “Product Safety Data Sheets”, but State (and this Contract) use only the more up-to-
date “SDS” reference. Contractor shall ensure that all its relevant personnel understand
the nature of and hazards associated with, to the extent it they are Contractor’s
responsibility under the Contract, the design, shipping, handling, delivery, installation,
repair and maintenance of any portion of the Work that is, contains or will become upon
use a hazardous material, with “hazardous material” being any material or substance that
is: (1) identified now or in the future as being hazardous, toxic or dangerous under

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applicable laws; or (2) subject to statutory or regulatory requirement governing special
handling, disposal or cleanup.
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
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

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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
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.

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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 provide the State and Eligible Agencies with a copy of its
Disaster Recovery upon request. The Disaster Recovery plan shall outline the
Contractor's actions, with timelines, in the event of a natural disaster, cyber-
attack or loss of ability to operate and perform services under this contract.
14.2.2.
Contractor shall: (a) notify State immediately of any unauthorized access or
inappropriate disclosures, whether stemming from an external Data Breach,
internal Data Breach, system failure, or procedural lapse within twenty-four
(24) hours of a Data Breach, by sending an email to the Arizona Department
of Homeland Security at AZSOC@azdohs.gov, reporting the incident that
occurred; (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
14.2.3.
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”)

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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 Data 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
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.

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NOTE: For convenience of reference only, the Privacy Rule is available at:
http://www.hhs.gov/hipaa/for-professionals/privacy/index.html

Addendum A to the
Special Terms and Conditions
Request for Proposal
Solicitation No. BPM006017
Awards, Recognition, Coins, and Promotional
Products and Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

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Addendum A to the Special Terms and Conditions

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.

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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
Policy shall include bodily injury, property damage, and broad form contractual
liability coverage.
· General Aggregate
$2,000,000
· Products – Completed Operations Aggregate
$1,000,000
· Personal and Advertising Injury
$1,000,000
· Damage to Rented Premises $50,000
· Each Occurrence
$1,000,000
a.
The policy shall be endorsed, as required by this written agreement, to
include the State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees as additional insureds with
respect to liability arising out of the activities performed by or on behalf of the
Contractor.
b.
Policy shall contain a waiver of subrogation endorsement, as
required by this written agreement, in favor of the State of Arizona, and its
departments, agencies, boards, commissions, universities, officers, officials,
agents, and employees for losses arising from work performed by or on
behalf of the Contractor.
1.3.2 Business Automobile Liability

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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
· Workers' Compensation Statutory
· Employers' Liability
o Each Accident
$1,000,000
o Disease – Each Employee
$1,000,000
o 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).
1.4 Additional Insurance Requirements

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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).
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.

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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.
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.

Uniform Terms and Conditions
Request for Proposal
Solicitation No. BPM006017
Awards, Recognition, Coins, and Promotional
Products and Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

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Uniform Terms and Conditions
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 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

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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.

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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 Order Nos. 2023-
09, 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

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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

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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

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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.
Protection of State Cybersecurity Interests. The Contractor shall comply with State
Executive Order No. 2023-10, which includes, but is not limited to, a prohibition against
(a) downloading and installing of TikTok on all State-owned and State-leased information
technology; and (b) accessing TikTok through State information technology.
3.15.
Certifications Required by State Law.

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3.15.1.
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.
3.15.2.
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.

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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.
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.

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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,
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.
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

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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.
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.

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6.4.4.
Any delay or failure in performance by either party hereto shall not constitute
default hereunder or give rise to any claim for damages or loss of anticipated
profits if, and to the extent that such delay or failure is caused by force majeure.
6.5.
Third Party Antitrust Violations. The Contractor assigns to the State any claim for
overcharges resulting from antitrust violations to the extent that those violations concern
Materials or Services supplied by third parties to the Contractor, toward fulfillment of this
Contract.
7.
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.

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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.
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.

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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:
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.

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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.
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

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Officer, including, without limitation, all purchase orders received prior to but not
fully performed and satisfied at the expiration or termination of this Contract.
8.
State's Contractual Remedies
8.1.
Right to Assurance. If the State in good faith has reason to believe that the Contractor
does not intend to, or is unable to perform or continue performing under this Contract, the
Procurement Officer may demand in writing that the Contractor give a written assurance
of intent to perform. Failure by the Contractor to provide written assurance within the
number of Days specified in the demand may, at the State’s option, be the basis for
terminating the Contract under the Uniform Terms and Conditions or other rights and
remedies available by law or provided by the contract.
8.2.
Stop Work Order.
8.2.1.
The State may, at any time, by written order to the Contractor, require the
Contractor to stop all or any part of the work called for by this Contract for
period(s) of days indicated by the State after the order is delivered to the
Contractor. The order shall be specifically identified as a stop work order issued
under 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

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concerning the Contractor’s non-conforming performance or failure to perform the
Contract, including expenses, costs and damages described in the Uniform Terms and
Conditions.
9.
Contract Termination
9.1.
Cancellation for Conflict of Interest. Pursuant to A.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,

Solicitation Requirements | Revision No. 7 | Revised 10-23 | Page 65 of 65
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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.
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).
Exhi bit A

Request for Proposal
Solicitation No. BPM006017
Awards, Recognition, Coins, and Promotional
Products and Services
Arizona Department of Administration
State Procurement Office
Attachment 01– Offer and Acceptance Form
SUBMISSION OF OFFER: The undersigned hereby offers and agrees to provide [Awards, Recognition, Coins, and
Promotional Products and Services] 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:
01/25/2024
Date
Signature
Revised Offers:
Date
Signature
Date
Signature
Date
Signature
Date
Signature
Best and Final Offer:
Date
Signature
Balzic Enterprise, LLC dba M&J Trophies and Apparel
Offeror company name
Signature of person authorized to sign Offer
10802 N. 43rd Avenue Suite 2
John Balzic President, Owner
Address
Printed name and Title
Glendale, AZ 85304
John Balzic President, Owner
City, State, ZIP
Contact name and Title
john@mjtrophies.com
602-548-4200
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
Orders 2023-09, 2023-01, 2009-09 or A.R.S. §§ 41-1461 through 41-1465;
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 per the Instructions to Offers. Any extensions to
the Offer Acceptance Period shall be made in accordance with A.A.C. R2-7-C310;
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
Solicitation Attachment – Offer and Acceptance | Revision No. 5 | Revised 05-23
CTR071387
7/1/2024
24
May
3rd

Offeror Name:
Tier Order Total
Discount OFF
1 Less than: $1,500
20
2 Between: $1,501-$7,500
20
3 Between: $7,501-$15,000
20
4 Between: $15,001-$25,000
20
5 More than: $25,000
20
WEBSITE SETUP
NO CHARGE
ART FEES
NO CHARGE
ENGRAVING FEES
NO CHARGE, INCLUDED IN PURCHASE PRICE
SANDBLAST FEES
NO CHARGE, INCLUDED IN PURCHASE PRICE
SUBLIMATION
NO CHARGE, INCLUDED IN PURCHASE PRICE
DIGITIZING FEES
NO CHARGE
DELIVERY/SHIPPING
FREE DELIVERY IN MARICOPA COUNTY TO STATE AGENCIES FOR ORDERS DONE IN HOUSE. NO UPCHARGE OTHERWISE
RUSH FEES/SAME DAY NO CHARGE
SCREEN FEES
NO CHARGE FOR SCREENS FOR ANY ORDER OVER 24 PIECES. DIGITAL PRINT DTF AVAILABLE WITH NO SETUP OR SCREEN CHARGE FOR ANY SIZE ORDER.
SCREEN PRINTING
$1.00 FIRST COLOR, 50 CENTS EACH OF ADDITIONAL COLOR PER LOCATION
EMBROIDERY FEES
$4.50 REGARDLESS OF STITCH COUNT PER LOCATION
(note for comparison, many agencies logos have a stitch count is over 20k stitches specifically DPS, AZDOC)
DISCOUNT SCHEDULE
Instructions: Offerors shall submit a percentage off the lowest per unit price (End Quantity Price (EQP) or
Request for Proposal No. BPM006017
Awards, Recognition, Coins, and Promotional Products and Services
Pricing Document
Balzic Enterprise, LLC dba M&J Trophies and Apparel
BPM003345 Pricing Document

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
BALZIC ENTERPRISE, LLC

EXHIBIT B
Scope of Work

Contractor shall provide a wide-ranging selection of Awards, Recognition, Coins, and Promotional Products
and Services, including all necessary account and delivery services as outlined in the State of Arizona contract
CTR071387.

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
BALZIC ENTERPRISE, LLC

EXHIBIT C

METHOD AND AMOUNT OF COMPENSATION

Method and amount of compensation is provided based on the discont schedule provided in the Awards,
Recognition, Coins, and Promotional Products and Services Contract CTR071387.

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 $50,000 annually or $200,000 for the entire term of the Agreement.

DETAILED PROJECT COMPENSATION

See attached Discount Schedule.