Linking Agreement with Fastenal Company
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State of Arizona Participating Addendum
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
CONTRACTOR IS STRONGLY ENCOURAGED TO READ THE ENTIRE CONTRACT.
Table of Contents
Scope of Work and Participation
Attachment A, Part 1: Special Terms and Conditions
Supplement A- Contractor Insurance Requirements
Supplement B - Warranties and Requirements Related to Arizona Information Technology Statewide
Policies, Standards, and Procedures
Attachment A, Part 2: Uniform Terms and Conditions 10.4
Attachment B: Participation in Boycott of Israel
Attachment C: Forced Labor of Ethnic Uyghurs Ban
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 1 of 62
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State of Arizona Participating Addendum
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Scope of Work and Participation
1.
Purpose and Background
Arizona Department of
Administration
State Procurement Office
1.1.
Master Agreement
Name
and
Number:
NASPO ValuePoint Contract MA 758
2500000414 for Facilities Maintenance, Repair, and Operations (MRO) and Industrial
Supplies.
1.2.
Contractor: Fastenal Company
1.3.
Partjcjpatjnq Entjty: State of Arizona
1.4.
Purpose: Establish a master agreement for the procurement of Facilities Maintenance,
Repair, and Operations (MRO) and Industrial Supplies under the awarded categories
contained in subject Master Agreement..
1.5.
Legal Aythorjty: In accordance with Arizona Revised Statutes (A.RS.) § 41-2632, and
Arizona Administrative Code (A.A.C.) R2-7-1003, Purchasing from a Cooperative Contract,
State establishes this contract with Fastenal Company to provide the materials or services
described herein.
1.6.
Partjcjpatjon: This Participating Addendum covers participation of Participating Entity in the
above-referenced Master Agreement between the State of Arizona and Contractor for
materials. This Participating Addendum may be used by all State Agencies (Eligible
Agencies) as well as members of the State of Arizona Purchasing Cooperative (Co-Op
Buyers).
1.7.
Ierm: This Participating Addendum shall become effective as of the date of the last
signature below and shall terminate upon the expiration or termination of the Master
Agreement, as amended, unless the Participating Addendum is terminated sooner in
accordance with the terms set forth herein.
2.
Primary Contacts
2.1.
Prjmary Contacts: The following (or their named successors) are the primary contact
individuals for this Participating Addendum:
2.1.1. Contractor Primary Contact:
Name:
Bill Franssen
Address:
1030S 9th Street, Louisville, KY 40203
Telephone:
757-342-6123
Email:
wfranssetn)fastenal. com
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 2 of 62
State of Arizona Participating Addendum
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
2.1.2. Participating Entity Primary Contact:
Name:
Selena Leon
Address:
1400 W Washington St., Suite 3100
Phoenix AZ 85007
Telephone:
602-542-1788
Email:
Selena. leon@azdoa. aov
3.
Participating Addendum Modifications to the Master Agreement
3.1.
Partjcjpatjng Addendum Changes to Master Agreement:
Arizona Department of
Administration
State Procurement Office
3.1.1. This Participating Addendum incorporates the entire Master Agreement, including
terms and conditions therein, as applied to the Participating Entity and Contractor,
with the limitations, modifications, and additions described in this Section 3 of the
Contract Scope of Work (Participating Addendum Modifications to the Master
Agreement).
3.1.2. Any limitations, modifications, or additions specified herein shall apply only to the
agreement and relationship between Participating Entity and Contractor and shall
not amend or affect other participating addenda or the Master Agreement itself.
3.2.
pefjnjtjons
3.2.1. "Contract" For the purpose of this Participating Addendum, the term Contract refers
to the Master Agreement, as defined therein and as modified by this Participating
Addendum, and any Amendments to either the Master Agreement or the
Participating Addendum.
3.3.
Order of Precedence
3.3.1. The following attachments are hereby incorporated into this State of Arizona
Participating Addendum (PA):
3.3.1.1.
Attachment A, Parts 1 and 2 -
Special Terms and Conditions and
Uniform Terms and Conditions, collectively;
3.3.1.2.
Attachment B - Boycott of Israel Disclosure; and
3.3.1.3.
Attachment C- Forced Labor of Ethnic Uyghurs Ban
3.3.2. Master Contract and Participating Addendum Order of Precedence:
3.3.2.1.
State of Arizona Participating Addendum;
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 3 of 62
State of Arizona Participating Addendum
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
3.3.2.2.
Master Agreement;
Arizona Department of
Administration
State Procurement Office
3.3.2.3.
Master Agreement Solicitation including all Addenda; and
3.3.2.4.
Contract Vendors response to the Master Agreement Solicitation.
3.4.
Orders: Any Order placed by a Participating Entity, Eligible Agency, or Co-Op Buyer for a
Material or Service offered through this Participating Addendum shall be deemed to be a
sale under, and subject to the pricing and other terms and conditions of, the Master
Agreement unless the parties to the order agree in writing that another contract or
agreement applies to the order.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 4 of 62
State of Arizona Participating Addendum
Contract No.: CTR074591
Arizona Department of
Administration
State Procurement Office
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
IN WITNESS, WHEREOF, the parties have executed this Participating Addendum as of the date of
execution by both parties below.
Fastenal Company
Contractor company name
2001 Theurer Blvd.
Address
Winona, MN 55987
City, State, ZIP
CERTIFICATION: By signature in the above, Contractor certifies that it:
Signature of persoVauthorized to sign Contract
William Drazkowski, Executive Vice President
Printed name and title
Bill Franssen, Director Government Sales
Contact name and title
wfransse@fastenal.com
Contact email address
757-342-6123
Contact phone number
1. Will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State
Executive Order Nos. 2023-09, 2023-01, 2009-9, and 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 Contract; failure to provide a valid signature affirming the
stipulations required by this clause may void the Contract;
3. Has not signed the Contract with a false statement, which will void the Contract and may subject Contractor to legal penalties under law;
4. Complies with A.RS. § 18-132 when offering electronics or information technology products, services, or maintenance;
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 any federal entity, or state or local government.
CONTRACT EXECUTION BY PROCUREMENT AUTHORITY
The Contractor is now bound to sell the Materials or Services listed in the attached Contract, including all terms, conditions, and specifications
as stated herein. The Contract shall henceforth be referred to as Contract No.
CTR07 4591
with an effective date of
01/01/2025
. The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this
Contract until Contractor receives an Order or written notice to proceed from the State.
State of Arizona Contract Executed this. __
9_th ____ day of December
Selena Leon DigitallysignedbySelenaleon
Date: 2024.12.09 15:16:25 -07'00'
Authorized Procurement Officer signature
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 5 of62
20 24
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Attachment A, Part 1: Special Terms and Conditions
Arizona Department of
Administration
State Procurement Office
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.
1.0
Definition of Terms: As used in the Contract, the terms listed below are defined as follows:
1.1
Arizona Procurement Code: The Arizona Procurement Code consists of Arizona Revised
Statutes (A.R.S.) §§ 41-2501 et seq. and Arizona Administrative Code (A.AC.) R2-7-101 et
seq.
1.2
Attachment: means any document titled "Attachment" incorporated into the State of Arizona
Participating Addendum.
1.3
Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona Department
of Revenue (DOR) website at: https;l/azdor,qoy/transactjon-prjyHeqe-tax-tpt
1.4
Contract: For the purpose of this Participating Addendum, the term Contract refers to the
Master Agreement, as defined therein and as modified by this Participating Addendum, and
any Amendments to either the Master Agreement or the Participating Addendum.
1.5
Contract Terms and Conditions: The Special Terms and Conditions and the Uniform Terms
and Conditions taken collectively.
1.6
Contractor: The entity identified on the State of Arizona Participating Addendum signature
block who has entered into the Contract with the State.
1.7
Contractor lndemnitor: Contractor or any of its owners, officers, directors, agents,
employees, or Subcontractors.
1.8
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.AC. 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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 6 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
available to non-profit organizations, other state governments, the federal government and tribal
nations. For reference, "non-profit organizations" are defined in A.R.S. § 41-2631(4) as any
nonprofit corporation as designated by the IRS under Section 501 (c)(3) through 501 (c)(6) of the
tax code.
1.9
Eligible Agency:
1.9.1
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.
1.9.2
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.
1.9.3
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.
1.10
Exhibit: means any document titled "Exhibit" incorporated into the Contract or placed in the
Exhibits section of the Contract 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.
1.11
Master Agreement: Master Agreement refers to the Master Agreement Name and Number
listed in section 1.1 of the Scope of Work and Participation Section of the Participating
Addendum in its entirety, including any Amendments to the Master Agreement.
1.12
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''.
1.13
The State's eProcurement System: The State's official electronic procurement system,
established pursuant to A.AC. 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:
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 7 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
bttps://spo,az,aoy/sjtes/defaultffiles/documentslfilesas 020 APP 201a1024,pdf
1.14
State: With respect to the Contract generally, "State" means the State of Arizona and its
department, agency, university, commission, or board that has executed the Contract. With
respect to administration or rights, remedies, obligations and duties under the Contract for
a given Order, "State" means each Eligible Agency or Co-Op Buyer who has issued the
Order.
1.15
State lndemnitees: Collectively, the State of Arizona, its departments, agencies, universities,
commissions, and boards and, and their respective officers, agents, and employees.
1.16
Participating Addendum: Participating Addendum refers to this agreement, including any
Exhibits, Supplements, and Attachments to this agreement, between the State and
Contractor to modify the Master Agreement as described herein.
1.17
Work: The totality of the Materials and the Services and all the acts of administration,
creation, production, and performance necessary to fulfill and incidental to fulfilling all of
Contractor's obligations and duties under the Contract in conformance with the Contract and
applicable laws.
2.0
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.AC. 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,
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 8 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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.AC. R2-7-101(44) [Definitions]. Conversely, the phrase
"shall not" is to be interpreted as an imperative prohibition.
2.1.4
uses the term "must" with respect to a requirement, criterion, etc., the term is to be
interpreted as conveying compulsion or strict necessity;
2.1.5
uses the term "might" with respect to an event, outcome, action, etc., the term is to
be interpreted as conveying contingency or non-discretionary conditionality; and
2.1.6
uses the term "will" or the phrases "is to be" or "are to be" with respect to an event,
outcome, action, etc., the term or phrase is to be interpreted as conveying such
certainty or imperativeness that "shall" is either unnecessary or irrelevant in that
instance.
2.2
Contract Order of Precedence
2.2.1
Complementary Documents. All of the documents forming the Contract are
complementary. If certain work, requirements, obligations, or duties are set out only
in one but not in another, Contractor shall carry out the Work as though the relevant
Work, requirements, obligations, or duties had been fully described in all, consistent
with the other documents forming the Contract and as is reasonably inferable from
them as being necessary to produce complete results.
2.2.2
Conflicts. In case of any inconsistency, conflict, or ambiguity among the documents
forming the Contract and their provisions, they are to prevail in the following order,
descending from most dominate to most subordinate, provided that, among
categories of documents or provisions having the same rank, the document or
provision with the latest date prevails. Information being identified in one document,
but not in another, is not to be considered a conflict or inconsistency.
2.2.2.1
State of Arizona Participating Addendum, including all Attachments and
Exhibits, in the following order:
2.2.2.1.1
Special Terms and Conditions, as modified by Supplements
to the Special Terms and Conditions;
2.2.2.1.2
Exhibits to the Special Terms and Conditions;
2.2.2.1.3
Uniform Terms and Conditions;
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 9 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
2.2.2.1.4
Participating Addendum Scope of Work;
Arizona Department of
Administration
State Procurement Office
2.2.2.1.5
Exhibits to the Participating Addendum Scope of Work;
2.2.2.1.6
Participating Addendum Specifications; and
2.2.2.1.7
Any
other documents
referenced
or included in the
Participating Addendum.
2.2.2.2
Master Agreement, including all Addenda, in the order of precedence
stated therein; and
2.2.2.3
Orders, in reverse chronological order.
3.0
Contract Administration and Operation
3.1
Term of Contract. The term of the Contract will commence on the date indicated in the State
of Arizona Participating Addendum signature block and continue for two (2) years unless
canceled, terminated, or permissibly extended.
3.2
Contract Extensions. State may, at its discretion, request for a mutual agreement to 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 six (6) 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
1400 W Washington St, #300,
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 10 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Phoenix, AZ 85007
Arizona Department of
Administration
State Procurement Office
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(8), 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.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 11 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
3.6.2
Usage Information. Additionally, any and all information (including, but not limited to,
documentation or Data) related to Eligible Agency and Co-Op Buyer usage retained
solely within the Contractor's system (for example, related to punch-out or Contractor
catalog sales) shall be considered public information or information that can be
shared with and distributed by the State freely and for any purpose under the State's
government purpose rights detailed in Section 3 of the Uniform Terms and
Conditions [Ownership of Intellectual Property]. Any modifications to this Contract
notwithstanding, the State shall have free use of any and all information related to
Eligible Agency or Co-Op Buyer purchasing. Upon request by the State, Contractor
shall promptly provide the State with any usage information requested and shall not
attempt to limit the State's use in any way.
3.6.3
Right To Audit. The retained books and records are subject to audit by State during
that period. Pursuant to A.RS. § 41-2548(8), 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. N/A
3.7.2
Additional names. Contractor shall not enter into a Subcontract to perform Work
under the Contract, without first obtaining Procurement Officer's written consent with
any prospective Subcontractor that (a) was not listed on the Attachment Proposed
Subcontractors at time of Contract execution or (b) is for any Materials or Services
categories other than the ones for which they were previously consented. For either
case (a) or (b), Contractor shall submit a written request sufficiently in advance of
the need date for those materials or services so that performance under the Contract
is not impaired. Procurement Officer may request any additional information he or
she determines is necessary to assess the submittal, and may
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 12 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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 value of
activity actually initiated or completed during the term of the Contract; (c)
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 13 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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.AC. R2-7-607) for multiple
purchases, projects, or assignments, and a cooperative contract (per A.RS. § 41-2632 and
A.AC. 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.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 14 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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,aoy/suppliers/usage-reportjng
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,aoy/suppliers/usaae-reportjna.
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:
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 15 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
https;//spo.az.aoy/suppliecstusaae-reportjna.
Arizona Department of
Administration
State Procurement Office
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
3.8.3 [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:
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 16 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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;
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 the 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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 17 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
entitled to exercise its remedies under paragraph 8.5 of the Uniform Terms and
Conditions [Right of Offset].
3.13
Transitions
3.13.1 During commencement, Contractor shall attend transition meetings with any
outgoing suppliers to coordinate and ease the transition so that the impact on State's
operations is kept to a minimum. State may elect to have outgoing suppliers complete
some or all of their Work or Orders in progress, even if that 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 Buyer's 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.
4.0
Costs and Payments
4.1
Type of Pricing. Pricing shall be the latest adopted pricing by the lead state, as updated on
the NASPO website.
4.2
Contractor's Best Pricing. Contractor warrants that, for the term of the Contract, the prices
and discounts set out in the Contract, 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 under the Contract, to other similarly situated
NASPO participating entities for the same goods in like quantity.
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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 18 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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.
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 agreed to in the Master Agreement
and modified by this Participating Addendum.
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. Discounts offered and any increases to the same are governed by those
terms set forth in the Master Agreement, Section 6.1 Pricing.
4.5
Price Reductions. Price reductions shall be immediately passed along to State and may be
submitted in writing to State for consideration at any time during the Contract period. The
contractor shall offer State a price reduction on the Contract product(s) concurrent with a
published price reduction made to other customers. The State at its own discretion may
accept a price reduction. The price reduction request shall be in writing and include
documentation showing the actual reduction of cost. Sales promotions requests shall
include differences in pricing, begin, and end date of promotion along with the products
covered.
4.6
Travel. Contractor shall request and receive written approval prior to any travel under the
Contract in which reimbursement of expenses will be requested. Contractor will be
reimbursed for actual expenses incurred in accordance with the current rates specified in
the State's Travel Policy. Contractor shall itemize all per diem and lodging charges. State
Travel Policy, including State rates, may be located at https://qao.az.goy/trayeL Eligible
A enc or State shall re·ect an claim for travel reimbursement for which Contractor did not
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 19 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
receive prior written approval.
4.7
Funding
Arizona Department of
Administration
State Procurement Office
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 Contract execution.
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
4.8.2.2
4.8.2.3
4.8.2.4
4.8.2.5
4.8.2.6
4.8.2.7
4.8.2.8
4.8.2.9
4.8.2.10
4.8.2.11
4.8.2.12
4.8.2.13
4.8.2.14
4.8.2.15
4.8.2.16
Bill-to name and address;
Contractor name and contact information;
Remit-to address;
Invoice number and date;
State contract number;
Order number (APP PO number);
Material or Service description (itemized);
Date(s) Services were performed or Materials were delivered;
Applicable payment terms;
Quantity delivered or performed;
Line item unit of measure;
Item price;
Extended pricing;
Receipt for pass-through expenses (if applicable);
Taxes (as a separate invoice line item), including the percentage used to
calculate taxes;
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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 20 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
prior approval; or
Arizona Department of
Administration
State Procurement Office
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 and accepted and
Services that have been performed and accepted within the time specified in
A.RS. § 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 IRS Form W-9 to State unless excused by law from
providing one.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 21 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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 (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;//qao,az,aov/publicatjons/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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 22 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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.
5.0
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 3.7 [Subcontract] with
respect to subcontracting, Contractor may assign particular rights or delegate
particular duties under the Contract, but shall obtain Procurement Officer's written
consent before doing so. Procurement Officer shall not unreasonably withhold
consent so long as the proposed assignment or delegation does not attempt to
modify the Contract in any way or to alter or impair State's rights or remedies under
the Contract or state law.
6.0
Risk and Liability
6.1
Risk of Loss. Contractor shall bear all risk of loss to Materials while in pre-production,
production, storage, transit, staging, assembly, installation, testing, and commissioning, if
and as those duties are within the scope of the Work, until they have been accepted as
conforming by State in the particular location and situation specified in the Order, or as
specified generally elsewhere in the Contract if the Order does not provide particulars,
provided that, risk of loss for nonconforming Materials will remain with Contractor
notwithstanding acceptance to the extent the loss stems from the nonconformance.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 23 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
6.2
General Contractor Indemnification and Insurance Requirements
Arizona Department of
Administration
State Procurement Office
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 "lndemnitee") 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 lndemnitee shall, in all
instances, except for Claims arising solely from the negligent or willful acts or
omissions of the lndemnitee, 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."
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 24 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
6.2.3
Insurance Requirements: Supplement 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. [CONTRACTORNENDOR (NOT PUBLIC AGENCY)].
With respect to Materials or Services provided or proposed by a Contractor lndemnitor for
performance under the Contract, Contractor shall indemnify, defend and hold harmless
State lndemnitees 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 .0
Warranties
7.1
Warranties and Requirements Related to Information Technology. Addendum B: Warranties
and Requirements Related to Arizona Information Technology Statewide Policies,
Standards, and Procedures is incorporated herein as part of the Special Terms and
Conditions.
8.0
State's Contractual Remedies [RESERVED]
9.0
Contract Termination [RESERVED]
10.0
Contract Claims [RESERVED]
11.0
Arbitration [RESERVED]
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 25 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
12.0
General Provisions for Materials
Arizona Department of
Administration
State Procurement Office
12.1
Applicability. Section 12 applies to the extent the Work is or includes Materials.
12.2
Off-Contract Materials. Contractor shall ensure that the design and/or procedures for the
Materials ordering method prevents Orders for items not included in the scope of the
Contract (and for which no price or compensation has been established contractually) or
specifically excluded items. Notwithstanding that State might have its own internal
administrative rules regarding off-contract or excluded item ordering, and endeavors to
prevent such orders from occurring, Contractor is responsible for not accepting any such
Orders. State may, at its discretion, return any such items under subparagraph 12.17 or
cancel any such Order under subparagraph 12.18, in either case being without obligation
and at Contractor's expense.
12.3
Compensation for Late Deliveries. Contractor shall have clear, published policies in place
regarding late delivery, order cancellation, discounts, or rebates given to compensate for
late deliveries, etc., and make them readily available to those Eligible Agencies, and
Co-Op Buyers if applicable, that are likely to need them. If late deliveries have been
specifically addressed in the Contract, the Contract shall take precedence over any such
Contractor policies.
12.4
Indicate Shipping Costs on Order. Contractor shall identify and provide the required
substantiating documentation for the amount it intends to add for shipping in the Order
acknowledgment if shipping is additional to the contracted price or rate for an item;
otherwise, Contractor shall indicate that shipping is included in the Order price (in other
words, every Order must indicate clearly whether or not shipping is included in the Order
price, and if not included, how much is to be added and why that amount is the correct or
appropriate one).
12.5
Current Products. Contractor shall keep all products being offered under the Contract: (a)
in current and ongoing production; (b) in its advertised product lines; (c) as models or types
that are actively functioning in other paying customer environments; and (d) in
conformance to the requirements of the Contract.
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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 26 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
are within the general scope of the ones originally covered by the Contract. Once the
Contract Amendment has been fully executed, Contractor shall then update all applicable
pricing and make the pricing available to all affected entities at no additional cost. Either
party may make the request to add products to the Contract; regardless of who makes the
request, the parties shall negotiate in good faith a fair price for any additional products, but
State may elect not to add some or all of the products in question if no agreement is
reached on pricing in a timely manner. Contractor's request or proposal in response to
State's request shall include: (a) documentation demonstrating that the additional products
meet or exceed the specifications for the original products while remaining in the same
product groups as the original ones; and (b) documentation demonstrating that the
proposed price for the additional products is both fair and reasonable and at the same level
of discount relative to market price as were the original ones. Demonstration of (b) typically
requires showing how prices offered to a significant number of buyers compare to the
prices or discounts proposed for the additional products.
12.8
Discontinued Products. If a product or groups of products covered by the Contract are
discontinued by the manufacturer, Contractor shall notify State within five (5) business days
after receiving the manufacturer's notification. State, at its discretion, may allow Contractor
to provide substitutes for the discontinued products or delete the products from the scope
of the Contract. The resulting change to the Contract will be formalized by Contract
Amendment. Contractor shall then update all applicable pricing and make the pricing
available to all affected entities at no additional cost. The parties shall negotiate in good
faith a fair price for any substitute product, but State may elect to delete the products from
the scope of the Contract if no agreement is reached on substitute pricing in a timely
manner. When notifying State of any discontinuance, Contractor shall provide:
(a) manufacturer's announcement or documentation stating that the products have been
discontinued, with identification by model/part number; (b) documentation demonstrating
that the substitute products meet or exceed the specifications for the discontinued products
while remaining in the same product groups as were the discontinued ones; and
(c) documentation demonstrating that the proposed price for the substitute products is both
fair and reasonable and at the same level of discount relative to market price as were the
discontinued ones.
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.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 27 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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.RS. § 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;
12.12.4.2if a prospective Co-Op Buyer outside Arizona wishes to order against the
Contract, Contractor agrees to negotiate in good faith any fair and
reasonable price or lead time adjustments necessary to serve that location
if practicable to do so within the scope of its normal business; and,
12.12.4.3if 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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 28 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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.
12.16 Contractor shall be solely responsible for the cost of any associated cutting and patching,
temporary protection measures, packing and crating, hoisting and loading, transportation,
unpacking, inspection, repacking, reshipping, and reinstallation if installation is within the
scope of the Contract.
12.17 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 Offse~ of the
Uniform Terms and Conditions.
12.18 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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 29 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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.
12.19 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.
12.20 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.
12.21 Hazardous Materials. Contractor shall timely provide State with any "Safety Data Sheets"
(SOS) 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 "SOS" reference. Contractor shall ensure that all its relevant personnel
understand the nature of and hazards associated with (to the extent they are Contractor's
responsibility under the Contract) the design, shipping, handling, delivery, installation,
repair and maintenance of any portion of the Work that is, contains or will become upon
use a hazardous material, with "hazardous material" being any material or substance that
is: (1) identified now or in the future as being hazardous, toxic or dangerous under
applicable laws; or (2) subject to statutory or regulatory requirement governing special
handling, disposal or cleanup.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 30 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
13.0
General Provisions for Services
Arizona Department of
Administration
State Procurement Office
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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 31 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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).
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 32 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
13.9.2 State may demand to review and approve Contractor's analysis and plans, and
Contractor shall make any and all reasonable corrections State instructs and adopt
State's recommendations, including any measures State determines to be
necessary for employee or public safety, or the protection of property or the
environment.
13.9.3 Contractor shall take the necessary action(s) to avoid any like failures in the future.
14.0
Data and Information Handling
14.1
Applicability. Article 14 applies to the extent the Work includes handling of any (1) State's
proprietary and sensitive data or (2) confidential or access-restricted information obtained
from State or from others at State's behest.
14.2
Data Protection and Confidentiality of Information. Contractor warrants that it will establish
and maintain procedures and controls acceptable to State for ensuring that State's
proprietary and sensitive data is protected from unauthorized access and information
obtained from State or others in performance of its contractual duties is not mishandled,
misused, or inappropriately released or disclosed. For purposes of this paragraph, all data
created by Contractor in any way related to the Contract, provided to Contractor by State,
or prepared by others for State are proprietary to State, and all information by those same
avenues is State's confidential information. To comply with the foregoing warrant:
14.2.1 Contractor shall: (a) notify State immediately of any unauthorized access or
inappropriate disclosures, whether stemming from an external security breach,
internal breach, system failure, or procedural lapse; (b) cooperate with State to
identify the source or cause and respond to each unauthorized access or
inappropriate disclosure; and (c) notify State promptly of any security threat that
could result in unauthorized access or inappropriate disclosures; and
14.2.2 Contractor shall not: (a) release any such data or allow it to be released or divulge
any such information to anyone other than its employees or officers as needed for
each person's individual performance of his or her duties under the Contract, unless
State has agreed otherwise in advance and in writing; or (b) respond to
any requests it receives from a third party for such data or information, and
instead route all such requests to State's designated representative.
14.3
Personally Identifiable Information. Without limiting the generality of paragraph 14.2,
Contractor warrants that it will protect any personally identifiable information ("PII")
belonging to State's employees or other contractors or members of the general public
that it receives from State or otherwise acquires in its performance under the Contract. For
purposes of this paragraph·
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 33 of 62
Attachment A, Part 1 :
Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
14.3.1 PII has the meaning given in the [federal] Office of Management and Budget (0MB)
Memorandum M-17-12 Preparing for and Responding to a Breach of Personally
Identifiable Information, January 3, 2017; and
14.3.2 "protect" means taking measures to safeguard personally identifiable information
and prevent its breach that are functionally equivalent to those called for in that
0MB 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 0MB memorandum is available
at: https·//dpdd.defense.goy/Prjyacy/Aythorjtjes-and-Gyjdance/
NOTE (2): For convenience of reference only, the GSA directive is available at:
https://www.gsa.gov/directives-Iibrary/gsa-rules-of-behavior-for-handling-personall
v-identjfiable-iotormatjon-pjj-2
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 PHl/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 PHl/ePHI privacy and security
policies and procedures;
14.4.2 will cooperate with State in the course of performing under the Contract so that both
State and Contractor stay in compliance with the requirements in (1) above; and
14.4.3 will sign any documents that are reasonably necessary to keep both State and
Contractor in compliance with the requirements in (1) above, in particular "Business
Associate Agreements" in accordance with the Privacy Rule.
NOTE: For convenience of reference only, the Privacy Rule is available at:
http://www.hhs.gov/hipaa/for-professionals/privacy/index.html
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 34 of 62
Supplement A to the Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Supplement A - Contractor Insurance Requirements
Identification Clause
Arizona Department of
Administration
State Procurement Office
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 'lndemnitee") 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 lndemnitee shall, in all instances, except for
Claims arising solely from the negligent or willful acts or omissions of the lndemnitee, 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.
Insurance Requirements
Contractors 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.
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.
Minimum Scope and Limits of Insurance
Contractor shall provide coverage with limits of liability not less than those stated below.
Commercial General Liability (CGL) - Occurrence Form
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 35 of 62
Supplement A to the Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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
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.
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.
Business Automobile Liability
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
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.
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.
Workers' Compensation and Employers' Liability
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 36 of 62
Supplement A to the Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Workers' Compensation
Employers' Liability
Statutory
Each Accident
$1,000,000
Disease - Each Employee
$1 ,000,000
Disease - Policy Limit
$1,000,000
Arizona Department of
Administration
State Procurement Office
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.
This requirement shall not apply to each Contractor or subcontractor that is exempt under A.RS. §
23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor
or Independent Contractor).
Additional Insurance Requirements
The policies shall include, or be endorsed to include, as required by this written agreement, the following
provisions:
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.RS. § 41-621 (E).
Insurance provided by the Contractor shall not limit the Contractor's liability assumed under the
indemnification provisions of this Contract.
Notice of Cancellation
Applicable to all insurance policies required within the Insurance Requirements of this Contract,
Contractor's insurance shall not be permitted to expire, be suspended, be canceled, or be materially
changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2)
business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of
a policy that has been or will be suspended, canceled, materially changed for any reason, has expired,
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 37 of 62
Supplement A to the Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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).
Acceptability of Insurers
Contractor's insurance shall be placed with companies licensed in the State of Arizona or hold approved
non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers.
Insurers shall have an "A.M. Best" rating of not less than A- VII. The State of Arizona in no way warrants
that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer
insolvency.
Verification of Coverage
Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent
approved by the State of Arizona) evidencing that Contractor has the insurance as required by this
Contract. An authorized representative of the insurer shall sign the certificates.
All such certificates of insurance and policy endorsements must be received by the State before work
commences. The State's receipt of any certificates of insurance or policy endorsements that do not comply
with this written agreement shall not waive or otherwise affect the requirements of this agreement.
Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work
under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide
evidence of renewal, is a material breach of contract.
All 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.
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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 38 of 62
Supplement A to the Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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.
Approval and Modifications
The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications
to the insurance limits, required coverages, or endorsements throughout the life of this contract, as
deemed necessary. Such action will not require a formal Contract amendment but may be made by
administrative action.
Exceptions
In the event the Contractor or 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.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 39 of 62
Supplement B to the Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
Supplement B - Warranties and Requirements Related to Arizona Information Technology
Statewide Policies, Standards, and Procedures
1.
Security Standards
1.1.
Security of the State's systems and data are of utmost importance to the State. In order to
assure security from a personnel and operations perspective, Contractor shall comply with all
requirements, in their entirety, as described in the statewide enterprise architecture; statewide
Information Technology security policies, standards, and procedures; and any applicable
agency-specific Information Technology security policies, standards, and procedures.
1.2.
Contractor shall follow the correct, current version of these policies, standards, and procedures.
The current website for some of these policies, standards, and procedures is: loformatjop
Jechoology Po!jcjes. Stapdards apd Procedures. Note that all links in this Supplement are
provided for convenience only.
1.3.
For security reasons, some state facilities require non-state personnel to have escorts. If
required by the state facility, Contractor personnel shall only be allowed inside of a State facility
if accompanied by an escort designated by the State. This is applicable in Correctional facilities,
Public Safety facilities, State Lottery, and other facilities as designated by the State.
2.
Security Framework
2.1.
The State of Arizona information security policies and standards follow the National Institute of
Standards and Technology (NIST) Cyber Security Framework (CSF) and NIST SP 800-53 Rev.
5
Security
and
Privacy
Guidelines
may
currently
be
located
at:
https;{Jovlpubs,oist,goy/pjstpubs/Specja!Publicatjops/NISJ.SP,B00-53r5.pdf.
2.2.
The State has established a process to assess risk associated with storing, processing and/or
transmitting State of Arizona data with external, non-State of Arizona, entities. The Arizona Risk
and Authorization Management Program (AZRamp) was developed to ensure State and
contractors meet these requirements. All Contractors must successfully complete the AZRamp
risk assessment based upon the data classification involved as determined by the data owner
and Arizona Strategic Enterprise Technology (ASET) Department. Failure to successfully
complete AZRamp assessment will be deemed as breach of contract.
2.3.
In the State's sole discretion, the State may also accept current FedRamp and StateRamp
certifications as evidence that the Contractor has met the State's risk assessment requirements.
2.4.
Other forms of CyberSecurity Frameworks (CSF), Trust Documents, Self Attestations, including,
but not limited to, ISO/IEC, SOC 2 & 3, PCI, or HIPAA reports of compliance, may be reviewed
as part of the State's risk assessment, but are not exclusive or conclusive evidence that the
Contractor has met the State's risk assessment requirements.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 40 of 62
Supplement B to the Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
3.
Additional Security Requirements
3.1.
Contractor shall comply with all security requirements requested by the State.
Arizona Department of
Administration
State Procurement Office
3.2.
If an Arizona Risk and Authorization Management Program (AZRamp) is required, it will
generally follow these steps, each of which shall be completed by the Contractor upon request
by the State:
3.2.1.
Contractor shall submit a completed Arizona Baseline Infrastructure Security Controls
assessment spreadsheet with its Offer. The Arizona Baseline Infrastructure Security
Controls assessment spreadsheet as found at: https://azdohs.gov/file/4357, and
mitigate gaps or install compensating controls for any issues of concern identified by
State.
3.2.2.
Contractor shall provide Information Security documentation for the AZRamp
assessment to include System Security Plan (SSP), Written Information Security
Programs (WISP), or supporting written IT policies for review of the assessment.
3.2.3.
Note regarding the confidential treatment of Contractor information:
3.2.3.1.
The State of Arizona seeks a partnership with our supporting vendors,
therefore, Non-Disclosure Agreements (NOA) for release to review
submitted SSP's, WISP 's, or written IT policies will not be considered.
3.2.3.2.
Submitted SSP's, WISP's, or written IT policies are deleted and not
retained after AZRamp Authorization is granted.
3.2.3.3.
Procedures for submission of documents considered confidential or
proprietary are identified within this RFP.
3.2.3.4.
Special secure transfer of documents related to this AZRamp review
process may be made by contacting: AsetAssurance@azdoa.gov to
make special arrangements for the transfer of these documents.
3.2.4.
If applicable, Contractor shall complete and submit an unedited and signed State of
Arizona Health Insurance Portability and Accountability Act (HIPAA) Business
Associate Addendum (BAA).
3.2.5.
All contracts are contingent on the successful completion of the AZRamp 125 Low
Impact (public information) or the AZRamp 325 Moderate (Confidential, PII, or PHI)
Impact Control spreadsheet titled "Arizona Infrastructure Security Controls 2017
(Excel)," to be determined by the Enterprise Security, Privacy & Risk Compliance team.
Low (Column E) and Moderate (Column F) Impact controls spreadsheet can be located
here: https'l/azdohs.goy/file/4356.
3.3.
The State reserves the right to conduct risk assessments, vulnerability assessments, black-
box penetration tests or hire a third party to conduct risk assessments, vulnerability
assessments, and black-box penetration tests of the Contractor's environment. Contractor will
be alerted in advance and arrangements made for an agreeable time. Contractor shall
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 41 of 62
Supplement B to the Special Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
respond to all flaws deemed serious by the State when discovered by providing an acceptable
timeframe to resolve the issue and/or implement a compensating control(s).
3.4.
Upon request, Contractor shall submit copies of system logs from Contractor's environment to
the State of AZ security team in the format requested to be added to the State SIEM (Security
Information Event Monitor) or IDS (Intrusion Detection System).
3.5.
Contractor shall comply with all applicable State and Federal laws and regulations, including,
but not limited to, the following (please note that the links are provided for convenience only and
may change):
3.5.1.
State
of
Arizona
statewide
policies,
standards
and
procedures:
bttps;//azdohs,aoy/jntormatjon-technoloav-it-policies-standards-and-procedures;
3.5.2.
Federal
Information
Security
Modernization
Act
of
2014
(FISMA):
httos·ttcsrc,njst,aoy/topjcsflaws-and-regulatjons/laws/fjsma;
3.5.3.
0MB
Circular
A-130:
https;Jlwww,federalreajster,aoy/documents120161oz12a12016-17872/reyjsjon-of-omb-
cjrculac-oo-a-130-manaajna-iotocmatjon-as-a-strateajc-resource:
3.5.4.
National
Cyber
Strategy
of
the
United
States
of
America:
https·11www,cjsa,aoy/executjye-order-strengtheoioa-cybersecurjty-federal-oetworks-a
nd-crjtjcaHofcastructure:
3.5.5.
Health Insurance Portability and Accountability Act (HIPAA) including Business
Associate Agreement/ Health Information Technology for Economic and Clinical
Health Act (HITECH): https://www,hhs,qoy/hjpaa/jndex,htmj:
3.5.6.
Tax Information Security Guidelines For Federal, State and Local Agencies:
Safeguards for Protecting Federal Tax Returns and Return Information (IRS
Publication 1075): https·llwww,jrs,goy/pyb/jrs-pdf/p1075,pdf:
3.5.7.
Criminal
Justice
Information
Services
Security
Policy
(CJIS):
bttps;//www,fbj,aoyJseryjces/cjistciis-securjty-policv-resource-center:
3.5.8.
Centers for Medicare & Medicaid Services (CMS), Minimum Acceptable Risk
Standards
for
Exchanges
(MARS-E):
https·11www,cms,aoy1cc11O1Resources1Reau1atjons-and-Gujdance10owo1oadst2-MA
BS-E-y2-0-Mioiroum-Acceptable-Bisk-Standards-tor-Exchanaes-1110201 s,pdf:
3.5.9.
A.R.S. Title 41, Chapter 41. Arizona Department of Homeland Security;
3.5.10.
A.R.S. §18-104 - Arizona Department of Administration, Arizona Strategic Enterprise
Technology
(ADOA-ASET),
Powers
and
duties
of
the
agency:
https://www,azjeq,qov/arsDetaij/?title=18;
3.5.11.
A.R.S. §18-105 - Statewide Information Security and Privacy Office (SISPO):
https:11www,az1ea,aoy/yjewdocument1?docName=http%3A/Jwww,azleq,aoyJarst1 atoo
105.htm;
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 42 of 62
Supplement B to the Special Terms and Conditions
Contract No.: CTR074591
Arizona Department of
Administration
State Procurement Office
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
3.5.12.
A.R.S.
§18-551
Definitions
Information
Security
Including
bttps'l/www.az1ea,aoy1ars11 a10oss1,htm:
PII:
3.5.13.
A.R.S. §18-552 - Notification of security system breaches; requirements; enforcement;
civil
penalty;
preemption;
exceptions:
https;//www,az!eq,aoyJars11 a10oss2, btm:
3.5.14.
Arizona
Executive
Order
2008-10
-
Mitigating
Cyber
Security
Threats:
https://aset,az.gov/node/192;
3.5.15.
SIPC Memorandum of Understanding (MOU): https://www.sipc.org/about-sipc/;
3.5.16.
State Environmental policies: https"//azdeg.goy/LawsAndRu!es:
3.5.17.
Family
Education
Rights
Privacy
Act
(FERPA):
bttps;//www2,ed,aoy/policv/qen/qujd/fpco/ferpa/jndex,html?src=rn:
3.5.18.
Driver's
Privacy
Protection
Act
(DPPA):
https://azdot,goy/motor-vebicles/clciver-seryjces/drjyer-license-jnformatjon/motor-vebi
de-records:
3.5.19.
Incident
Response
Reporting
program
and
system:
bttps://aset,az.goyJsjtes/defau!Vfiles/P8240%20locident%20Response%20Plaooioq
Sept201 a O.pdf:
3.5.20.
Privacy
Incident
Reporting
policy
and
standards:
https://aset,az.goy/sjtes/defau!Vfiles/STANQARP%208240%20INCIPENJ%20RESP
ONSE%20PLANNING.pdf:
3.5.21.
State of Arizona Library, Archives and Public Records, Records Management Division,
General Retention Schedules https"//azljbrary.goy/arm/poljcjes: and
3.5.22.
Payment Card Industry (PCI) Security Standards including but not limited to
Supplemental Documents, Information Supplements and Validation Requirements:
bttps·/Jwww.pcjsecurjtystandards.org.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 43 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Attachment A, Part 2: Uniform Terms and Conditions 10.4
Arizona Department of
Administration
State Procurement Office
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 Offerer to submit as part of the
Offer.
1.2.
"Contract" means the combination of the Solicitation, including the Instructions to Offerers, 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 and performance, but
does not include employment agreements or collective bargaining agreements.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 44 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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 lnterpretatjon
2.1.
Arjzona Law. The Arizona law applies to this Contract including, where applicable, the Uniform
Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona
Revised Statutes (A.RS.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative
Code (A.AC.) Title 2, Chapter 7.
2.2.
lmpljed 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.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 45 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
2.4.
Relatjonshjp of Partjes. 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.
Seyerabjljty. 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 Wajyer. 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 Admjnjstratjon and operatjon
3.1.
Records. Under A.RS. § 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-Djscrjmjnatjon. 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.
&J.dji. 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.
Facj!jtjes inspectjon and Materjals Testjng. 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.RS. §
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 Contractor shall be responsible for the payment of all costs incurred by the State
for testing and inspection.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 46 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
3.5.
Notjces. 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.
Adyertjsjng pybijshjng and promotjon 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.
Contjnuous lroproyement. Contractor shall recommend continuous improvements on an on-going
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 loteuectual property
3.9.1. Rjghts lo Work product. All intellectual property originated or prepared by Contractor
pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual
copyrights, trademarks, trade names, trade secrets, technical communications, records
reports, computer programs and other documentation or improvements thereto, including
Contractor's administrative communications and records relating to the Contract, are
considered work product and Contractor's property, provided that, State has Government
Purpose Rights to that work product as and when it was delivered to State.
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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 4 7 of 62
3.10.
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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. Jojnt Deyeiopments. 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-exjstjnq MaterjaL 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
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. peyeiopments Oytsjde 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.
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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 48 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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 lmmjqratjon and Natjonaljty 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-Yerjfy Requjrements. 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 jnyolyjnq Pata js Prohjbjted. 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.
Protectjon of State Cybersecurjty 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.
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.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 49 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
4.2.
Deljyery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319, all prices shall be F.O.8.
("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 Transactjon Prjyjlege 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 lndemnjfjcatjon. 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.
IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S. W9
Form on file with the State of Arizona, unless not required by law.
4.5.
Ayajlabmty of Funds for the Next State Fjscal 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.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 50 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
5.
contract Changes
Arizona Department of
Administration
State Procurement Office
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.
Assjgnment and Deiegatjon. 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.
Bisk and uabilitv
6.1.
Rjsk of Loss. The Contractor shall bear all loss of conforming Materials covered under this Contract
until received by authorized personnel at the location designated in the purchase order or Contract.
Mere receipt does not constitute final acceptance. The risk of loss for nonconforming Materials shall
remain with the Contractor regardless of receipt.
6.2.
Indemnification
6.2.1. ContractorNendor lndemnjficatjon <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 "lndemnitee") 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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 51 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation,
or court decree. It is the specific intention of the parties that the lndemnitee shall, in all
instances, except for Claims arising solely from the negligent or willful acts or omissions of
the lndemnitee, 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. Pybljc 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.
lndemnjficatjon - Patent and Copyrjght. The Contractor shall indemnify and hold harmless the State
against any liability, including costs and expenses, for infringement of any patent, trademark or
copyright arising out of Contract performance or use by the State of Materials furnished or work
performed under this Contract. The State shall reasonably notify the Contractor of any claim for
which it may be liable under this paragraph. If the Contractor is insured pursuant to A.R.S. §
41-621 and§ 35-154, this paragraph shall not apply.
6.4.
Force Majeure.
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.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 52 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
6.4.2.
Force Majeure shall not include the following occurrences:
6.4.2.1.
6.4.2.2.
6.4.2.3.
Late delivery of equipment, Materials, or Services caused by congestion at a
manufacturer's plant or elsewhere, or an oversold condition of the market;
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
Inability of either the Contractor or any Subcontractor to acquire or maintain any
required insurance, bonds, licenses or permits.
6.4.3. If either the Contractor or State is delayed at any time in the progress of the work by force
majeure, the delayed party shall notify the other party in writing of such delay, as soon as is
practicable and no later than the following working day, of the commencement thereof and
shall specify the causes of such delay in such notice. Such notice shall be delivered or mailed
certified-return receipt and shall make a specific reference to this article, thereby invoking its
provisions. The delayed party shall cause such delay to cease as soon as practicable and
shall notify the other party in writing when it has done so. The time of completion shall be
extended by Contract Amendment for a period of time equal to the time that results or effects
of such delay prevent the delayed party from performing in accordance with this Contract.
6.4.4. Any delay or failure in performance by either party hereto shall not constitute default
hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the
extent that such delay or failure is caused by force majeure.
6.5.
Thjrd Party Antjtryst yjgiatjons. 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.
Warrantjes
7.1.
.Li,e,n,s,. 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;
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 53 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
7.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and quality
within each unit and among all units;
7.2.4. Adequately contained, packaged, and marked as the Contract may require; and
7.2.5. Conform to the written promises or affirmations of fact made by the Contractor.
7.3.
Conformity to Requirements.
7.3.1. Contractor warrants that, unless expressly provided otherwise elsewhere in the Contract, the
Materials and Services will for one (1) year after acceptance and in each instance:
7.3.1.1.
Conform to the requirements of the Contract, which by way of reminder include
without limitation all descriptions, specifications, and drawings identified in the
Scope of Work and any and all Contractor affirmations included as part of the
Contract;
7.3.1.2.
Be free from defects of material and workmanship;
7.3.1.3.
Conform to or perform in a manner consistent with current industry standards; and
7.3.1.4.
Be fit for the intended purpose or use described in the Contract.
7.3.2. Mere delivery or performance does not substitute for express acceptance by the State.
Where inspection, testing, or other acceptance assessment of Materials or Services cannot
be done until after installation or invoicing, the forgoing warranty will not begin until State's
explicit acceptance of the Materials or Services.
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,
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 54 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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.RS.§ 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.
inteUectyal 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.
Ljcenses and Permjts. 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.
Operatjonal Contjnyjty. Contractor warrants that it will perform without relief notwithstanding being
sold or acquired; no such event will operate to mitigate or alter any of Contractor's duties hereunder
absent a consented delegation under paragraph 5.3 [Assignment and Delegation] that expressly
recognizes the event.
7.10.
Performance jn Pybljc 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.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 55 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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. Prohjbjtjon. Contractor warrants that it will not engage in lobbying activities, as defined in
40 Code of Federal Regulations (CFR) part 34 and A.R.S. § 41-1231, et seq., using monies
awarded under the Contract, provided that, the foregoing does not intend to constrain
Contractor's use of its own monies or property, including without limitation any net proceeds
duly realized under the Contract or any value thereafter derived from those proceeds; and
upon award of the Contract, it will disclose all lobbying activities to State to the extent they
are an actual or potential conflict of interest or where such activities could create an
appearance of impropriety. Contractor shall implement and maintain adequate controls to
assure compliance with above. Contractor shall obtain an equivalent warranty from all
Subcontractors and shall include an equivalent no-lobbying provision in all Subcontracts.
7.11.2. Exceptjon. 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.
Coyered Teiecommynjcatjons or Seryjces. 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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 56 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
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. Suryjyal 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 Representatjons and Warrantjes. 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.RS. § 12- 529, the State is not subject to or barred by any limitations of actions
prescribed in A.R.S., Title 12, Chapter 5.
7.15.3. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the
Contract, fully perform and shall be obligated to comply with all purchase orders received
by the Contractor prior to the expiration or termination hereof, unless otherwise directed in
writing by the Procurement Officer, including, without limitation, all purchase orders received
prior to but not fully performed and satisfied at the expiration or termination of this Contract.
8.
state's contractual Remedjes
8.1.
Rjght 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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 57 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
an equitable adjustment in the delivery schedule or Contract price, or both, and the
Contract shall be amended in writing accordingly.
8.3.
Non-exdysjye Remedjes. 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.
Rjqht of Offset. The State shall be entitled to offset against any sums due the Contractor, any
expenses or costs incurred by the State, or damages assessed by the State concerning the
Contractor's non-conforming performance or failure to perform the Contract, including expenses,
costs and damages described in the Uniform Terms and Conditions.
9.
contract Jermjnatjon
9.1.
CanceUatjon for Confljct of Interest. Pursuant to A.RS. § 38-511, the State may cancel this Contract
within three (3) years after Contract execution without penalty or further obligation if any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of
the State is or becomes at any time while the Contract or an extension of the Contract is in effect an
employee of or a consultant to any other party to this Contract with respect to the subject matter of
the Contract. The cancellation shall be effective when the Contractor receives written notice of the
cancellation unless the notice specifies a later time. If the Contractor is a political subdivision of the
State, it may also cancel this Contract as provided in A.RS. § 38-511.
9.2.
Gratyjtjes. 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.
Syspensjon 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
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 58 of 62
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
not limited to, being disapproved as a Subcontractor of any public procurement unit or other
governmental body. Submittal of an offer or execution of a contract shall attest that the Contractor
is not currently suspended or debarred. If the Contractor becomes suspended or debarred, the
Contractor shall immediately notify the State.
9.4.
Termination for Convenience. The State reserves the right to terminate the Contract, in whole or in
part at any time when in the best interest of the State, without penalty or recourse. Upon receipt of
the written notice, the Contractor shall stop all work, as directed in the notice, notify all
Subcontractors of the effective date of the termination and minimize all further costs to the State. In
the event of termination under this paragraph, all documents, Data and reports prepared by the
Contractor under the Contract shall become the property of and be delivered to the State upon
demand. The Contractor shall be entitled to receive just and equitable compensation for work in
progress, work completed, and Materials or Services accepted before the effective date of the
termination. The cost principles and procedures provided in A.R.S. § 41-2543 and A.AC. 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.
Contjnyatjon of Performance Through Jermjnatjon. 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.
1 o.
contract Qlajms
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.
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 59 of 62
11.
Arbjtratjon
Attachment A, Part 2: State of Arizona
Uniform Terms and Conditions
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Arizona Department of
Administration
State Procurement Office
The parties to this Contract agree to resolve all disputes arising out of or relating to this Contract through
arbitration, after exhausting applicable administrative review, to the extent required by A.RS. § 12-1518,
except as may be required by other applicable statutes (A.RS. Title 41).
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 60 of 62
Attachment B: Participation in Boycott of Israel
Contract No.: CTR074591
Arizona Department of
Administration
State Procurement Office
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Attachment B: Participation in Boycott of Israel
Please note that if any of the following apply to this Contract, then the Contractor shall select the "Exempt Contract or
Contractor" option below:
•
The Contract has an estimated value of less than $100,000;
•
Contractor is a sole proprietorship;
•
Contractor has fewer than ten (10) employees; OR
•
Contractor is a non-profit organization.
Pursuant to A.R.S. §35-393.01, public entities are prohibited from entering into contracts "unless the contract includes a written
certification that the company is not currently engaged in, and agrees for the duration of the contract to not engage in, a boycott
of goods or services from Israel."
Under A.RS. §35-393:
1. "Boycott" means engaging in a refusal to deal, terminating business activities or performing other actions that are intended to limit
commercial relations with entities doing business in Israel or in territories controlled by Israel, if those actions are taken either:
(a) Based in part on the fact that the entity does business in Israel or in territories controlled by Israel.
(b) In a manner that discriminates on the basis of nationality, national origin or religion and that is not based on a valid business
reason.
2. "Company" means an organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership,
limited liability company or other entity or business association, including a wholly owned subsidiary, majority-owned subsidiary,
parent company or affiliate, that engages in for-profit activity and that has ten or more full-time employees.
3. "Public entity" means this State, a political subdivision of this State or an agency, board, commission or department of this state or a
political subdivision of this State.
The certification below does .DS21 include boycotts prohibited by 50 United States Code Section 4842 or a regulation issued
pursuant to that section. See A.RS. §35-393.03.
In compliance with A.R.S. § 35-393 et seq., all Contractors must select one of the following:
M" The Contractor does not participate in, and agrees not to participate in during the term of the contract, a boycott of Israel in
accordance with A.RS. § 35-393 et seq. I understand that my entire response will become a public record in accordance
with A.A.C. R2-7-C317.
□ The Contractor does participate in a boycott of Israel as described in A.RS.§ 35-393 et seq.
□ Exempt Contract, or Contractor.
Indicate which of the following statement(s) applies to this Contract:
□
Contract has an estimated value of less than $100,000;
□
Contractor is a sole proprietorship;
□
Contractor has fewer than ten (10) employees; and/or
□
Contractor is a non-profit organization.
Fastenal Company
2001 Theurer Blvd.
Winona MN 55987
City
Contractor Name
Address
State
Zip
Signature ofPersU Authorized to Sign
William Drazkowski
Printed Name
Executive Vice President
Title
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 61 of 62
Attachment C: Forced Labor of Ethnic Uyghurs Ban
Contract No.: CTR074591
Description: Facilities Maintenance and Repair & Operations (MRO) and
Industrial Supplies
Attachment C: Forced Labor of Ethnic Uyghurs Ban
Arizona Department of
Administration
State Procurement Office
Please note that if any of the following apply to the Contractor, then the Contractor shall select the
"Exempt Contractor" option below:
•
Contractor is a sole proprietorship;
•
Contractor has fewer than ten ( 10) employees; OR
•
Contractor is a non-profit organization.
Pursuant to A.R.S. § 35-394, written certification is required to show that the company entering into a
contract with a public entity does not use the forced labor, or use any contractors, subcontractors or
suppliers that use the forced labor or any goods or services produced by the forced labor or any goods or
services produced by the forced labor, of ethnic Uyghurs in the People's Republic of China.
Under A.RS. § 35-394:
1. "Company" means an organization, association, corporation, partnership, joint venture, limited partnership,
limited liability partnership, limited liability company or other entity or business association, including a wholly
owned subsidiary, majority-owned subsidiary, parent company or affiliate, that engages in for-profit activity and
that has ten or more full-time employees.
2. "Public entity" means this State, a political subdivision of this State or an agency, board, commission or
department of this State or a political subdivision of this State.
In compliance with A.R.S. § 35-394, all Contractors must select one of the following:
F;i The Contractor does not use, and agrees not to use during the term of the contract, any of the following:
•
Forced labor of ethnic Uyghurs in the People's Republic of China;
•
Any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China; or
•
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.
□ The Contractor does use of Forced Uyghurs Labor as described in A.RS. § 35-394.
□ Exempt Contractor: Select all statements that apply to the Contractor:
□ Contractor is a sole proprietorship;
□ Contractor has fewer than ten (10) employees; and/or
□ Contractor is a non-profit organization
Fastenal Company
Contractor Name
Signature of persorU!uthorized to sign
2001 Theurer Blvd.
William Drazkowski, Executive Vice President
Address
Printed name and title
Winona, MN 55987
wfransse@fastenal.com
7 57-342-6123
City, State, ZIP
Contact email address
Contact phone number
Participating Addendum I Revision No. 0 I Revised 10-23 I Page 62 of 62
Docusign Envelope ID: 1A21D9DB-E502-41CC-AD3A-860FA4D1AB93
Commonwealth of Kentucky
MASTER AGREEMENT
CONTRACT INFORMATION
MASTER AGREEMENT NUMBER: MA 758
2500000414
Effective Date:
Expiration Date:
09/01/2024
08/31/2026
Record Date:
Procurement Folder: 1306457
Document Description: Facilities MRO and Industrial Supplies NASPO
Procurement Type:
standard Goods and Services
(Fastenal)
Cited Authority:
Competitive Negotiation-Goods and Services
Version Number:
I
CONTACT INFORMATION
ISSUER:
Daniel Salvato
502-564-5862
daniel.salvato@ky.gov
VENDOR INFORMATION
Name /Address:
KY0028496: FASTENAL COMPANY
1030S 9TH STREET
LOUISVILLE KY 40203
COMMODITY I SERVICE INFORMATION
Line
I Quantity I UOM I
Unit Price
I
I
1.00000
I
EA
I
$0.010000
Facilities MRO and Industrial Supplies
Extended Descril!tion:
Contact:
Ken Lyons
3172238007
klyons@fastenal.com
I
Service Amount
I Service From
I
$0.00
I
I Service To I
I
I
Line Total
$0.01