Linking Agreement with Elontec LLC

City of Glendale — Regular Meeting (2026-03-10)

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Request for Proposal

Solicitation No. BPM007213

Statewide Moving and Relocation Services
Arizona Department of Administration
State Procurement Office

Solicitation Attachment – Offer and Acceptance | Revision No. 7 | Revised 07-25
Attachment 01 – Offer and Acceptance Form

SUBMISSION OF OFFER: The undersigned hereby offers and agrees to provide Statewide Moving and Relocation Services in compliance with all terms, conditions,
specifications, and amendments in the Solicitation and any written exceptions in the Offer indicated by the latest dated version below

CERTIFICATION: By signature in the above, Offeror certifies that it:
1.
Will not discriminate against any employee or applicant for employment in violation of any Federal anti-discrimination laws, rules, regulations or executive orders,
[Arizona] State Executive Orders 2023-09, 2023-01, 2009-09 or A.R.S. §§ 41-1461 through 41-1465;
2.
Has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip,
favor, or Service to a public servant in connection with the submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause will
result in rejection of the Offer. Signing the Offer with a false statement will void the Offer, any resulting contract, and may be subject to legal penalties under law;
3.
Complies with A.R.S. § 18-132 when offering electronics or information technology products, Services, or maintenance;
4.
Has submitted this Offer as a firm offer for 180 days following the Solicitation due date and time per the Instructions to Offers. Any extensions to the Offer
Acceptance Period shall be made in accordance with the A.A.C. R2-7-C310;
5.
Did not and will not involve collusion or other anti-competitive practices; and
6.
Is not debarred from, or otherwise prohibited from, participating in any contract awarded by federal, state, or local government.
7.
Does not participate in, and agrees not to participate in during the term of the contract, a boycott of Israel in accordance with A.R.S. § 35-393 et seq. (Unless
exempt)
8.
Does not participate in the use of forced labor of ethnic Uyghurs as described in A.R.S. § 35-394. (Unless exempt)

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

The effective date of the Contract is

The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this Contract until Contractor receives a purchase order.

State of Arizona Awarded this
day of
20

Danielle Carley
Statewide Procurement Manager
Procurement officer signature

Elontec

Offeror company name

Signature of person authorized to sign Offer Date
405 N. 75th Ave Ste. #168

Joe Clayton Evecutive Vice President
Address

Printed name and Title
Phoenix, Arizona 85043

Allan Curthoys Vice President
City, State, ZIP

Contact name and Title
☐ By checking this box, Offeror is certifying that it is exempt from the
requirements regarding the forced labor of ethnic Uyghurs and boycott of Israel
because of one of the following: Contractor is a Sole proprietorship, has fewer
than ten (10) employees; or is a non-profit organization.

Contact email address
Contact phone number
Revised Offers:

Date
Signature
Date
Signature
Best and Final Offer:

Date
Signature
10/13/2025
acurthoys@elontec.com
602-358-4398
01/09/26
CTR080326
February 1, 2026
21st
January
26

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

Solicitation Number:

BPM007213
Description:

Statewide Moving and Relocation Services
Solicitation Due Date and Time:

As indicated in APP

Pre-Offer Conference:

Thursday, October 2, 2025 at 1:00PM (Arizona Time)

Google Meet joining info:
Video call link: https://meet.google.com/dea-apwj-bpg
Or dial: (US) +1 818-578-4744 PIN: 850 022 869#
More phone numbers:
https://tel.meet/dea-apwj-bpg?pin=9294036957590

Proposals will only be accepted online in the “State’s eProcurement System”, Arizona
Procurement Portal (APP), at https://app.az.gov until the “Bid/Offer Due Date” indicated in the
“State’s eProcurement System” for the Solicitation No. shown at the top of this page.
Proposals must be in the State Procurement Office’s possession online no later than that deadline.
Submit technical inquiries about navigating and/or submitting proposals in the State’s eProcurement
System to the State’s eProcurement System Help Desk by phone at (602) 542-7600, option 2; or by
email to app@azdoa.gov.
LATE PROPOSALS WILL NOT BE CONSIDERED. No extension or grace period will be given for
delays or incomplete proposals caused by internet connectivity problems, file uploading difficulties, or
misunderstanding of the requirements or procedures for online submission in the “State’s
eProcurement System”.
It is the responsibility of the Prospective Offeror to routinely check the APP website for Solicitation
Amendments. Additional instructions for preparing an Offer are included in this solicitation.
Persons with a disability may request a reasonable accommodation, such as a sign language
interpreter, by contacting the Solicitation contact person. Requests shall be made as early as possible
to allow time to arrange for the accommodation.

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Table of Contents
Request for Proposal
Solicitation No. BPM007213
Statewide Moving and Relocation Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

Notice Page
Table of Contents
Solicitation Summary
3
Scope of Work
5
Special Terms and Conditions
19
Addendum A to the Special Terms and Conditions
47
Addendum B to the Special Terms and Conditions
52
Uniform Terms and Conditions 10.5
57
Exhibit A
75

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Solicitation Summary
Request for Proposal
Solicitation No. BPM007213
Statewide Moving and Relocation Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

Solicitation Summary

1.
What is the State Soliciting?
The Arizona Department of Administration, State Procurement Office (the State), as authorized
under A.R.S. § 41-2501 et seq. is seeking to establish one or more mandatory statewide
Contracts, to provide Statewide Moving and Relocation Services.
The State anticipates awarding contract(s) with the intent to secure service coverage statewide.
Whether or not it actually enters into any contracts, how many contracts it enters into, and how
the work is awarded between those contracts are all at the State’s discretion. Furthermore, the
State will use any awarded contracts on an as-needed basis, with no guarantee as to its actual
spending under them.
The State reserves the right to accept any item or combination of items specified in the
Solicitation, unless the Offeror expressly restricts an item or combination of items in its Offer, and
conditions its response on receiving all items for which it provided a proposal. In the event of
such restriction, the State will evaluate if an award on such a basis will result in the best value
and is in the best interest for the State. The State may otherwise determine, at its sole discretion,
that such restriction is non-responsive and deem the Offeror ineligible for further evaluation.
2.
What is in the Solicitation?
2.1.
At the time of publication, the following documents are included in the Solicitation:
2.1.1.
Attachment: BPM007213 Solicitation Requirements
2.1.1.1.
Notice / Cover Page
2.1.1.2.
Table of Contents
2.1.1.3.
Solicitation Summary
2.1.1.4.
Scope of Work
2.1.1.5.
Special Terms and Conditions
2.1.1.6.
Addendum A to the Special Terms and Conditions
2.1.1.7.
Addendum B to the Special Terms and Conditions
2.1.1.8.
Uniform Terms and Conditions
2.1.1.9.
Exhibit A - State of Arizona County Map

2.1.2.
Attachment: BPM007213 Solicitation Instructions
2.1.2.1.
Special Instructions to Offerors
2.1.2.2.
Standard Instructions to Offerors (RFP)

2.1.3.
Solicitation Attachments
2.1.3.1.
BPM007213 Solicitation Attachment 01 - Offer and Acceptance
2.1.3.2.
BPM007213 Solicitation Attachment 02 - Confidential Information
Designation

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2.1.3.3.
BPM007213 Solicitation Attachment 03 - Conformance
Statements and Exceptions Requests
2.1.3.4.
BPM007213 Solicitation Attachment 04 - Key Personnel
2.1.3.5.
BPM007213 Solicitation Attachment 05 - Organization Profile
2.1.3.6.
BPM007213 Solicitation Attachment 06 - Letter of Insurability
2.1.3.7.
BPM007213 Solicitation Attachment 07 - Proposed
Subcontractors
2.1.3.8.
BPM007213 Solicitation Attachment 08 - References
2.1.3.9.
BPM007213 Solicitation Attachment 09 - Method of Approach
2.1.3.10.
BPM007213 Solicitation Attachment 10 - Experience and Capacity
Response
2.1.3.11.
BPM007213 Solicitation Attachment 11 - Pricing Document

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

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Scope of Work
Request for Proposal
Solicitation No. BPM007213
Statewide Moving and Relocation Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

Scope of Work
Scope of Work
1.
Purpose and Background
1.1.
The purpose of this Solicitation is to establish one or more “statewide” contracts to
satisfy the needs for the State of Arizona, its Agencies, Boards and commissions (State),
as well as Participating Members of the State Purchasing Cooperative (Cooperative) to
provide Statewide Moving and Relocation Services which in general terms includes
moving services as required on an as needed basis to support the reconfigurations and
multiple moves within buildings and between buildings on a state wide basis with a
variety of government/non-government locations. It is the intent of the State of Arizona to
make multiple awards for these services. Services shall be provided throughout the
entire state or by region. Please refer to Exhibit A - State of Arizona Regional Map.

2.
Scope of Work
2.1.
Mandatory Requirements:
2.1.1.
The Contractor agrees to commit sufficient and reliable resources to perform
all required and related services necessary under this Contract within the
mutually agreed upon time schedules.
2.1.2.
The Contractor acknowledges the State has explained the timely completion
of the Services and Additional Services under this Contract is of critical
importance to the State and Cooperative.
2.1.3.
Contractor agrees that time is of the essence for completion of the
Contractor’s performance.
2.1.4.
Revisions to the schedule, which are the result of an action or omission of the
State or Cooperative, or its employees or agents, shall be agreed to by the
Contractor in writing.
2.1.5.
The Contractor shall be free of unresolved complaints, or suspensions prior
to or during the term of this Contract and possess all licenses and
certifications shall comply with all federal, state and local laws, statutes,
ordinances, rules and regulations.
2.1.6.
The Contractor shall have the ability to provide moving services twenty four
(24) hours per day, seven (7) days per week, three hundred sixty-five (365)
days per year.

2.2.
Service Requirements:
2.2.1.
The Contractor will be responsible for moving and relocation of furniture,
equipment, and supplies to include, but are not limited to the following:

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2.2.1.1.
Stand Alone Office Furniture – wood and metal desks, credenzas,
bookcases,
file
cabinets, and chairs. This includes any
disassembly and reassembly required to complete the move.
2.2.1.2.
Modular Furniture – to include partitions, cubicles, file cabinets,
and chairs, and requires the inclusion of breakdown, move and
setup of all items.
2.2.1.3.
Computer Equipment – monitors, keyboards, hard drives, and all
related cables. Miscellaneous Equipment – calculators, printers,
telephones, etc.
2.2.1.4.
Vertical and lateral files, lateral track filing systems, and storage
cabinets. Lateral track filing may include breakdown and setup.
This includes the packing of contents from filing systems,
transportation of the files and file systems, and the unpacking of
contents back into the file system.
It is the Contractor’s
responsibility to unpack files into their original order within the file
system.
2.2.1.5.
Pictures and Whiteboards – take down and remount.
2.2.1.6.
Boxes – containing files and miscellaneous items such as office
supplies.
2.2.1.7.
Conference
Room
Furniture
–
tables,
chairs
and
whiteboards/work-boards.
2.2.1.8.
Laboratory Equipment and related furniture.
2.2.1.9.
Vending Machines, Kitchen/Cafeteria Equipment and appliances -
uninstall items from the original location, including complete and
safe removal of all cables and waterlines. Transport items to the
authorized location and reinstall the items to fully operational
conditions without damage to either premises or items. Set in
place, level, plug in water lines, etc. using industry standard
equipment for the move of large equipment.
2.2.1.10.
Equipment with freon/refrigerant contained in cooling units.
2.2.1.11.
Safes - unbolt/uninstall and reinstall if required.The Contractor will
provide all necessary labor, tools, equipment and materials to
carry out its responsibilities within the time frames set by the State
or Cooperative for each move.

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2.2.2.
The Contractor shall supply all packing materials—including, but not limited
to, boxes, labels, and bubble wrap—as required, in accordance with the
specifications set forth on the Pricing Document. The State or Cooperative
reserves the right to use other contracted sources for breakdown, move, and
setup.
2.2.3.
The Contractor will be responsible for safeguarding and protecting its own
work, material, tools and equipment.
2.2.4.
The Contractor shall, at all times, keep the premises free from excessive
accumulation of waste material or rubbish caused by its employees or work,
and remove such waste material or rubbish caused by its employees, at no
extra cost to the State or Cooperative.
2.2.5.
The Contractor shall be responsible for packing, safe transportation, and
reuse of all existing hardware associated with the disassembly of equipment
and furniture.
2.2.6.
All furnishings, equipment and supplies will be transported in weather tight
moving vehicles.
2.2.7.
The Contractor shall utilize a truck of suitable size and capacity to
accommodate the volume and nature of the items to be relocated. The
selected vehicle must be adequate to safely transport all goods in a single
trip, preventing overloading or the need for multiple trips unless explicitly
agreed upon by the State or Cooperative Authorized Representative.
2.2.8.
The Contractor shall provide necessary protection, padding, and equipment
without a charge to the State or Cooperative.
2.2.9.
The Contractor will verify that the equipment weight will not hinder delivery of
the equipment or damage property during transport.
2.2.10.
The Contractor to verify pathways, elevators and stairwells are adequate to
support the relocation of identified items.
2.2.11.
Contractor is not required to move personal items of employees unless
requested by the State’s or Co-op’s Authorized Representative and shall be
included in the cost estimate for the specified move.
2.2.12.
The Contractor shall possess equipment necessary for the specialized
movement of vending machines, e.g., heavy duty four wheeled dolly trucks
which can be collapsed to pass through tight spaces. Metal straps capable of
securing the machines, hydraulic jacks, and trucks with power lift gates,

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which are large enough to move eight (8) to twelve (12) vending machines at
one time.
2.2.13.
When disassembly and assembly of property is required, the Contractor will
furnish appropriate and knowledgeable labor and equipment rated to
accomplish the task.
2.2.14.
The Contractor shall be responsible for coordinating directly with the furniture
manufacturer, or their authorized representative, to ensure that all
disassembly and reassembly of furniture is performed correctly and in
accordance with the manufacturer’s specifications and guidelines. The
Contractor shall verify that all components are handled properly to avoid
damage and ensure proper function upon reinstallation. Any damage or
incorrect
installation
resulting from failure to coordinate or follow
manufacturer instructions shall be the Contractor’s responsibility to correct at
no additional cost to the State or Cooperative.
2.2.15.
When required, the Contractor is to utilize movers with documented expertise
in removing and reinstalling doors and door frames in order to bring
equipment through door openings. The Contractor shall ensure equipment is
not dropped or damaged.
2.2.15.1.
Prior to commencing any construction-related work, the Contractor
shall contact the State’s or Co-op’s Authorized Representative, the
Agency Maintenance/Facilities Group, the Property Manager, or
the Building Owner to coordinate the work. No construction work
shall begin without prior notification and any required approvals
from the appropriate parties.
2.2.16.
Any furniture, equipment, and supplies within the responsibility of the
Contractor, will be delivered to the destination site in good condition. Any
facilities, pathways, equipment, furniture or supplies damaged or lost during
the move will be the responsibility of the Contractor, who will:
2.2.16.1.
Promptly
notify
State’s
or
Cooperative’s
Authorized
Representative.
2.2.16.2.
Provide cost estimates to replace or repair all damaged goods.
2.2.16.3.
The Contractor will be responsible for the cost of repair and those
repairs shall be completed prior to time of final acceptance of
work. The Contractor will afford the State’s or Cooperative’s
Authorized Representative access to inspecting the work.

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Inspections will take place prior to approval of invoices issued to
the State or Cooperative.
2.2.17.
The Contractor must receive prior approval from State’s or Cooperative’s
Authorized Representative before removal and/or remount of any attached
fixtures to ensure that all environmental control issues are in compliance.
2.2.18.
Any utility connections will be made by licensed contracted vendors and
approved by State’s or Cooperative’s Authorized Representative.
2.3.
Workforce Requirements:
2.3.1.
The Contractor shall arrive at the move site promptly at the scheduled time
with all necessary equipment and personnel to complete the Work.
2.3.2.
The Contractor will provide a full time experienced Project Manager which will
be responsible for all aspects of project management for the move, punch list,
and damage claims.
2.3.2.1.
The Contractor’s Project Manager shall be required to be on site
throughout the duration of each move.
2.3.2.2.
The Contractor’s Project Manager shall have the ability to
communicate in written and spoken English.
2.3.2.3.
The
Contractor’s
Project
Manager and other designated
representatives will work closely and collaboratively with the
State’s or Cooperative’s Authorized Representative for each
move.
2.3.2.4.
The Contractor’s Project Manager will provide their 24/7 contact
information for use during the move to communicate any emergent
issues and changes that may arise.
2.3.3.
The Contractor will provide experienced personnel who shall maintain
professional conduct while on premises. Personnel will be experienced with
large office moves. It is strictly forbidden for Contractor to use day laborers;
doing so is the basis for termination of Contract.
2.3.4.
The Contractor shall provide an additional contact name and telephone
number where the Contractor can be reached twenty four (24) hours per day,
seven (7) days per week, three hundred sixty-five (365) days per year.
2.3.5.
The State or Cooperative reserves the right to approve/or reject the
Contractor’s Project Manager designated to work with the State or

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Cooperative. The State or Cooperative reserves the right to require the
removal of any member of the Contractor’s moving team from the site.
2.3.6.
The Contractor’s workforce shall be identifiable by uniform, name tags,
badges and/or other safeguards for security purposes required by the State
or Cooperative.
2.3.7.
The Contractor shall not sub-contract any part of the move without prior
written approval of the State’s or Cooperative’s Authorized Representative.
2.3.8.
Security, background clearance checks, and finger printing shall be
mandatory for admission to certain State Agencies or Cooperative, which will
be specified upon a request for cost estimate from the State’s or
Cooperative’s Authorized Representative.
2.4.
Contractor Responsibility:
2.4.1.
The Contractor shall provide a free onsite evaluation, detailed cost estimate
based on the price schedules established in the awarded Contract,
documentation of available resources (manpower, vehicles and equipment),
move schedule and crew schedule for each relocation effort within 48 hours
of initial request.
2.4.1.1.
For unusual circumstances that require immediate services, the
State or Cooperative reserves the right to request an immediate
onsite evaluation and Contractor shall provide a detailed
estimated cost, move schedule, and crew schedule for review and
approval
by
the
State’s
or
Cooperative’s
Authorized
Representative within 24 hours of request.
2.4.1.2.
The Contractor cost estimates are to provide details on how the
labor hours and quantities of supplies are calculated.
2.4.1.3.
The Contractor is responsible for assessing the shipment size and
ensuring the use of an appropriately sized truck to meet the
specific requirements of the move, ensuring timely and efficient
service.
2.4.1.4.
The Contractor’s cost estimates shall include all expenses related
to dumpsters or trash compactors needed for the removal of trash
not generated by the Contractor, if such removal is required.
2.4.1.5.
The Contractor shall identify and include in the cost estimate any
required disassembly and reassembly, additional labor for moving

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large items up or down stairways, special protections for items
being moved, and measures to protect the facilities.
2.4.1.6.
The Contractor shall verify, prior to the date of service, that all
pathways, elevators, and stairwells are adequate to support the
relocation of the identified items to ensure timely and efficient
service.
2.4.1.7.
All necessary permits are to be provided by the Contractor, and
the cost of such permits, included in the cost estimate.
2.4.1.8.
Onsite evaluations will be scheduled with as much lead time as
possible to provide the Contractor with enough information to
develop their detailed cost estimate, move schedule, and crew
schedule for the relocation effort. This cost estimate will be used
by the State’s or Cooperative’s Authorized Representative to
request Purchase Orders.
2.4.1.9.
The Contractor is entitled to charge a Flat Rate Round Trip fee for
a service call outside of the fifty (50) mile radius from the
Contractor’s business location to the pick up and or relocation site
whichever is outside the fifty mile radius.
2.4.1.9.1.
Fifty miles will be determined by the distance shown on
Google Maps when entering the Contractor’s Office and
the move location. A Flat Rate Round Trip Charge shall not
apply to any service performed where the move location
site is located inside of the designated fifty (50) mile radius
within a County in which the Contractor maintains a
business location.
2.4.1.9.2.
If multiple moves are occurring on the same day and the
work sites are in the same geographic area (50 miles out),
only one flat rate round trip charge will be paid.
2.4.1.10.
The Delivery and Pick-Up Fee associated with off-site storage
containers shall apply exclusively to the State’s or Cooperative’s
origin and destination locations. Any delivery or pick-up of storage
containers to or from the Contractor’s own storage facilities shall
not incur any additional costs to the State or Cooperative.
2.4.1.11.
Understanding changing conditions may occur within one (1) week
prior to scheduled move, Contractor’s Project Manager shall
perform an onsite evaluation with the State’s or Cooperative’s

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Authorized Representative to re-evaluate each move and shall
provide an amended detailed estimated cost, move schedule, and
crew schedule for review, approval, and to request any
amendments
to the Purchase Order by the State’s or
Cooperative’s Authorized Representative; except, for unusual
circumstances that require immediate moves for the State or
Cooperative. In such cases, the State reserves the right for:
2.4.1.11.1.
The State or Cooperative to request an immediate onsite
evaluation or an acceptable alternative for Contractor to
provide a cost estimate within 24 hours.
2.4.1.11.2.
The Contractor shall provide a detailed estimated cost,
move schedule, and crew schedule for review and
approval by the State’s or Cooperative’s Authorized
Representative within 24 hours.
2.4.1.12.
The Contractor is to notify the State’s or Cooperative’s Authorized
Representative’s prior to any work or support be provided that will
exceed the approved cost estimate. The Contractor will not
proceed with any work in excess of the original cost estimate
without the State’s or Cooperative’s Authorized Representative’s
approval to proceed.
2.4.1.13.
The Contractor is required to provide a detailed accounting of
expended supplies and labor hours on their invoice for payment in
alignment with the original cost estimate.
2.4.1.14.
Invoices shall be actual expenditures and may be less than
original cost estimate.
2.4.2.
Actual move dates will be scheduled at a minimum one week from the date of
the issuance of a Purchase Order by the State or Cooperative. The State or
Cooperative will have its personnel available during the move at both the
existing facility and the destination site for supervisory assistance in placing
moved items during the move. The State’s or Cooperative’s Authorized
Representative will be the Contractors primary contact and the only person
authorized to request moving services. All aspects of the moving service will
be
coordinated
through
the
State’s
or
Cooperative’s
Authorized
Representative.
2.4.2.1.
Upon approval of cost estimate, or receipt of a Purchase Order,
the Contractor shall deliver boxes, labels, equipment, plastic bags,

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and packing materials per the State’s or Cooperative’s Authorized
Representative’s specified date.
2.4.3.
The need may arise for the Contractor to schedule work in conjunction with
other contractors working onsite at State or Cooperative facilities. The
Contractor will cooperate with the State’s or Cooperative’s Authorized
Representative, regarding coordination of the Work and completion of the
Work in conjunction with other contractors and various activities.
2.4.4.
Work begins upon the Contractor reporting into the State’s or Cooperative’s
Authorized Representative, and work ceases when the Contractor checks out
with the State’s or Cooperative’s Authorized Representative.
2.4.4.1.
Start and finish times will be computed to the nearest quarter hour.
2.4.4.2.
Lunch periods for Contractor personnel are unpaid time. The
Contractor will inform the State or Cooperative of the lunch
schedule of their workers for documentation of unpaid lunch time.
2.4.4.3.
Fuel stops shall be excluded from hourly billing.
2.4.5.
Additional work required after the initial move shall be authorized by the
State’s or Cooperative’s Authorized Representative prior to work being done.
2.4.6.
The Contractor shall note and report at initial onsite visit and again prior to
actual move, any visible damage, other than normal wear and tear, to any
items being moved. All damage noted after the move that is not in the initial
report prior to the actual move will be deemed damage caused by the
Contractor and the Contractor shall resolve damage issues prior to payment
of services. The Contractor shall submit a detailed damage report which will
include the following:
2.4.6.1.
Contractor’s name and contact number
2.4.6.2.
State or Cooperative representative that requested the move
2.4.6.3.
Date and location of damage review
2.4.6.4.
Specify the type of damage and where it is located on the item(s)
2.4.6.5.
Name of person noting the damage and the contact information of
this person
2.4.6.6.
Submit damage report with initial cost estimate to the specified
State or Cooperative representative requesting the move. E-mail
is the preferred method of submitting the damage report.

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2.4.7.
The Contractor shall accept from the State or Cooperative, unused (or like
unused) boxes the Contractor provided to the State or Cooperative. The
Contractor shall issue the State or Cooperative a credit or refund equal to the
amount paid by the State or Cooperative to the Contractor for the unused
and/or returned boxes. If the Contractor uses and/or accepts used boxes for
reuse later the cost/credit for them needs to be listed in the cost estimate.
The Contractor is required to provide a detailed accounting of expended
supplies and labor hours on their invoice for payment in alignment with the
cost estimate and understands invoices are to be actual expenditures and
may be less than original cost estimate.
2.5.
Safety Standards Requirements:
2.5.1.
The Contractor agrees and warrants that it and its workforce shall comply
with applicable OSHA and EPA regulations. Further, all equipment used shall
meet all requirements, laws and permitting identified by the State or
Cooperative.
2.5.2.
The Contractor agrees that compliance with the standards, rules and
regulations identified above shall be at the Contractor’s cost. Proof of
compliance with the above shall be submitted at the State’s or Cooperative’s
request.
2.6.
State or Cooperative Responsibility:
2.6.1.
Move coordination and packing:
2.6.1.1.
The State’s or Cooperative’s Authorized Representative will
coordinate the move between the tenant and the designated
Contractor’s Project Manager, provide timely responses to
Contractor inquiries and requested Purchase Order Amendments,
and coordinate access to all locations and pathways in support of
the move.
2.6.1.2.
The State’s or Cooperative’s Authorized Representative will
ensure tenant representatives are physically at each location site
during the move.
2.6.1.3.
The State’s or Cooperative’s Authorized Representative will
observe contractor performance and report to the Contractor’s
Project Manager any issues of compliance with the Contract or
adherence to the move plan.
2.6.1.4.
The State’s or Cooperative’s Authorized Representative will
provide floor plans, if available.

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2.6.1.5.
The State or Cooperative may provide packing services
dependent upon availability of personnel. This will be determined
at initial onsite visit or requested by the State’s or Cooperative’s
Authorized Representative.
2.6.1.6.
For assemblies that are under warranty, the State’s or
Cooperative’s Authorized Representative will determine who will
dis-assemble, move, and re-assemble warrantied items, so as not
to void any warranty.
2.6.2.
Move scheduling:
2.6.2.1.
The final move schedules will be determined by the State or
Cooperative.
2.6.2.2.
The State or Cooperative and the Contractor will jointly establish a
detailed flexible work schedule.
2.6.2.3.
The State or Cooperative will advise the Contractor of changes as
far in advance as possible.
2.6.2.4.
There will be no additional fees, costs or penalties to the State or
Cooperative as a result of schedule changes.
2.6.2.5.
The State or Cooperative may cancel moves within a reasonable
period after issuance and at its discretion. If State or Cooperative
cancels a move (Order), then State or Cooperative shall:
2.6.2.5.1.
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
2.6.2.5.2.
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.
2.6.2.6.
The Contractor shall not charge or be entitled to charge State or
Cooperative for any new costs it incurs after receiving the
cancellation notice; State or Cooperative is not liable for any
Materials that were produced, shipped, or delivered, or Services

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that were performed before Contractor had acknowledged the
corresponding Order.
2.6.2.7.
The State or Cooperative 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.
2.6.3.
Move coordination of computers, peripherals, and associated infrastructure:
2.6.3.1.
All building modifications (data cabling, electrical, Audio Visual,
construction, and furniture) in an ADOA owned and managed
building will be required to open a Tenant Improvement (TI) project
and will be managed by an ADOA construction project manager.
Contact the Building & Planning Manager at ADOA General
Services Division to open a TI request."
2.6.3.2.
The State first contact in coordinating a move shall be their
designated Engagement Manager from ADOA-ASET, as their
single point of contact to co-ordinate the move.
2.6.3.3.
The Contractor is not allowed to move any of the AZNET
equipment, which includes Cisco switches and Cisco Routers.
These items will be moved by AZNET.
2.6.3.4.
State Agencies that own their equipment can contract out their
own move.
2.6.3.5.
For State Agency owned equipment, such as servers, the
manufacturer should be used so as not to void any warranty. State
Agencies are allowed to move the Uninterruptible Power Supplies
(UPS’s), if applicable.
2.6.3.6.
The State Agency may authorize the Contractor to move
computers, monitors, keyboards, mice and phones, provided the
Contractor can provide proof of coverage with insurance
certification.
2.6.3.7.
For small State Agency moves that are provided support by ADOA
LAN group, the agency may request help with the move from the
ADOA LAN. Contact ASET-EIC IT Infrastructure Manager for
further assistance.
2.6.3.8.
If the State Agency is moving equipment racks, this should be
done by a cabling vendor that ASET-EIC IT Infrastructure
Manager could recommend and receive quotes for the move. The

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cabling vendors have the knowledge to properly disassemble and
re- assemble these cabinets or equipment racks to Industry and
Electrical Standards.
2.6.3.9.
Equipment racks and cabinets should not be moved to an Eligible
Agency Intermediate Distribution Frame (IDF) without proper
approval
from
ADOA-EIC
IT
(Enterprise
Infrastructure
Communications), Infrastructure Manager or the property manager
if it is a privately owned building.
2.6.3.9.1.
Note: This would require information from ADOA-ASET.
Contact IT Infrastructure Manager for further assistance.
2.6.4.
Network Power and Cabling Requirements:
2.6.4.1.
State Agencies: All power and cabling requirements will be
handled by ASET-EIC IT Infrastructure Manager at 602-542-8786.
The IT Infrastructure Manager will obtain quotes from contracted
vendors and submit quotes to the State Agency for their selection.
The IT Infrastructure Manager MUST be called for this process.
2.7.
Penalty Guidelines:
2.7.1.
If during the term of this Contract, the Contractor fails to provide proper
protection of State or Cooperative property, including walls, corners, etc., that
is reasonable and necessary as determined by the State or Cooperative, and
damage ensues, the State or Cooperative will obtain a mutually agreed upon
quote for repair or replacement. The State or Cooperative will procure the
repair or replacement and credit will be reflected on the final invoice.
2.7.2.
During the term of this Contract, if the Contractor fails to maintain the
premises in a neat and rubbish free condition, and the condition of the work
area is NOT acceptable to the State or Cooperative, the State or Cooperative
may clean the work area and charge the Contractor for the cost of the work.
2.7.3.
If during the term of this Contract, the Contractor fails to arrive at the
previously agreed upon location at the agreed upon time, and with a full
complement of staff and equipment to complete the work required, a penalty
may be charged equaling 10% of the charges for that set of work.
2.8.
Licensing and Certifications:
2.8.1.
Contractors shall be licensed with the State of Arizona Corporation
Commission

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2.8.2.
The materials and services supplied under this Contract shall comply with all
applicable Federal, State and local laws, and the Contractor shall maintain all
applicable license, certification and permit requirements.
2.9.
Specific Laws:
2.9.1.
The Contractor shall be responsible for ensuring the applied use of the
International Code Council family of codes, the Americans with Disabilities
Act (ADA), and all other applicable federal, state, and local codes,
regulations, and standards enforced within the State of Arizona. The
Contractor shall thoroughly review and incorporate all relevant laws, codes,
and accessibility requirements during the designing and preparing the
proposal documents.
2.10.
Usage Report:
2.10.1.
The Contractor shall provide the Procurement Officer with an Annual Usage
Report detailing all actual expenditures incurred under this Contract. The
report shall include a breakdown of expended supplies, labor hours, and any
other items or services utilized, and must correspond directly to each line
item listed in the Contract’s pricing schedule. This report shall reflect actual
usage data for the preceding 12-month period and be submitted no later than
30 days after the end of each contract year, or upon request by the
Procurement Officer. The format and level of detail shall be subject to
Procurement Officer’s review and approval.
3.
Exhibits
3.1.
Exhibit A - State of Arizona County Map

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Special Terms and Conditions
Request for Proposal
Solicitation No. BPM007213
Statewide Moving and Relocation Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

Special Terms and Conditions

The Special Terms and Conditions modify the Uniform Terms and Conditions. It can modify them by replacing,
deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an
existing article. No other document modifies or adds to the Uniform Terms and Conditions, except as may
subsequently be otherwise and expressly agreed and incorporated by Contract Amendment.
1.
Definition of Terms: As used in the Contract, the terms listed below are defined as follows:
1.1.
Acceptance: The document titled “Offer and Acceptance Form” bearing the state
contract number once Procurement Officer has signed it to signify (1) State’s formal
acceptance of the Accepted Offer and (2) the formation of the Contract. For clarity of
intent, the foregoing is not to be confused with the term “acceptance” used throughout
the Contract in the context of delivery, inspection, etc., with respect to Materials or
Services.
1.2.
Accepted Offer:
1.2.1.
If State did not request a Revised Offer, then “Accepted Offer” means the
Initial Offer.
1.2.2.
If State requested a Revised Offer but not a Best and Final Offer, then
“Accepted Offer” means the latest Revised Offer.
1.2.3.
If State requested a Best and Final Offer, then “Accepted Offer” means the
Best and Final Offer.
1.3.
Arizona Procurement Code: The Arizona Procurement Code consists of Arizona
Revised Statutes (A.R.S.) §§ 41-2501 et seq. and Arizona Administrative Code (A.A.C.)
R2-7-101 et seq. There is additional information in the Solicitation Instructions regarding
how to access these state statutes and rules.
1.4.
Arizona Risk and Authorization Management Program (AZRAMP): is used by the
Arizona Department of Homeland Security to evaluate Cloud services and Contractors
that will transfer, process, or store state data outside of state-managed or controlled
networks, and has three levels of control review:
1.4.1.
AZRAMP Level 1 Prerequisite: 35 Controls
1.4.2.
AZRAMP Level 2 Low Impact: Public Data Classification
1.4.3.
AZRAMP Level 3 Moderate Impact: Confidential Data Classification
1.5.
Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona
Department of Revenue (DOR) website at: https://azdor.gov/transaction-privilege-tax-tpt

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1.6.
Attachment. Any item that:
1.6.1.
The Solicitation required Offeror to submit as part of the Offer (e.g., Initial
Offer, Revised Offer, or Best and Final Offer);
1.6.2.
Was attached to an Offer when submitted; and
1.6.3.
Was included in the Accepted Offer.
1.7.
Cloud Services: Cloud or Cloud Services means any Software as a Service (SaaS),
Infrastructure as a Service (IaaS), or Platform as a Service (Paas) involving the transfer,
processing, or storage of state Data outside the control of state-managed and controlled
networks.
1.8.
Contract Terms and Conditions: The Special Terms and Conditions and the Uniform
Terms and Conditions taken collectively.
1.9.
Contractor: The Person identified on the Accepted Offer who has entered into the
Contract with the State.
1.10.
Contractor Indemnitor: Contractor or any of its owners, officers, directors, agents,
employees, or Subcontractors.
1.11.
Co-Op Buyer: A member of the State Purchasing Cooperative that has entered into a
“Cooperative Purchasing Agreement” with the Arizona Department of Administration
State Procurement Office under A.R.S. § 41-2632. Unless there is an applicable
Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative
member cannot be a Co-Op Buyer. For reference, “Co-Op Buyer” is to be construed as
encompassing an “eligible procurement unit” under A.A.C. R2-7-101(23).
NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political
subdivisions, including cities, counties, school districts, and special districts. Membership
is also available to non-profit organizations, other state governments, the federal
government and tribal nations. For reference, “non-profit organizations” are defined in
A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the I.R.S. under
Section 501(c)(3) through 501(c)(6) of the tax code.
1.12.
Data Breach: Data Breach is used herein as defined as stated in A.R.S. Title 18, chapter
5, article 4 (Data Security Breaches), or in any relevant state or federal standard, to
indicate an unauthorized acquisition of and unauthorized access that materially
compromises the security or confidentiality of unencrypted and unredacted computerized
personal information maintained as part of a database of personal information regarding
multiple individuals.

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1.13.
Eligible Agency:
1.13.1.
If the Special Terms and Conditions indicate that the Contract is a
“single-agency” contract, then “Eligible Agency” means the particular State of
Arizona agency, university, commission, or board identified therein.
1.13.2.
If the Special Terms and Conditions indicate that the Contract is a mandatory
statewide contract, then “Eligible Agency” means any State of Arizona
department, agency, university, commission, or board.
1.13.3.
If the Special Terms and Conditions indicate that the Contract is a
“cooperative” contract available for use by Co-Op Buyers, then “Eligible
Agency” means any State of Arizona department, agency, university,
commission, board, or any Co-Op Buyer.
1.14.
Federal Risk and Authorization Management Program (FedRAMP): A federal
government program that provides a standardized approach to security assessment,
authorization, and continuous monitoring specifically for Cloud products and services
relied upon by federal entities that store, process and transmit federal information.
1.15.
Instructions to Offerors: The Solicitation Instructions document of the Solicitation.
1.16.
NIST: NIST is the National Institute of Standards and Technology. For more information,
see https://www.nist.gov/.
1.17.
Order: The instrument by which the Eligible Agency or Co-Op Buyer authorizes a
Contractor to perform some or all of the Work. Whether the Contract will have one Order
or many Orders depends on the scope of the Contract and how the State will use it. The
Special Terms and Conditions provide that information. Any of the following are
construed as an “Order”: “Purchase order,” “task order,” “service order,” or “job order”.
1.18.
State’s eProcurement System: The State’s official electronic procurement system,
established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of
Administration State Procurement Office policy document Technical Bulletin No. 020,
The State’s eProcurement System–The Official State eProcurement System. Technical
Bulletin No. 020 is available online at:
https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf
1.19.
State: With respect to the Contract generally, “State” means the State of Arizona and its
department, agency, university, commission, or board that has executed the Contract.
With respect to administration or rights, remedies, obligations and duties under the
Contract for a given Order, “State” means each Eligible Agency or Co-Op Buyer who has
issued the Order.

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1.20.
State Indemnitees: Collectively, the State of Arizona, its departments, agencies,
universities, commissions, and boards and, and their respective officers, agents, and
employees.
1.21.
StateRAMP: A non-profit organization that provides a uniform approach to verifying that
the cybersecurity of Cloud service providers (CSPs) meets the standards and
regulations needed to do business with state and local governments.
1.22.
Work: The totality of the Materials and the Services and all the acts of administration,
creation, production, and performance necessary to fulfill and incidental to fulfilling all of
Contractor's obligations and duties under the Contract in conformance with the Contract
and applicable laws.
2.
Contract Interpretations
2.1.
Usage. Where the Contract:
2.1.1.
assigns obligations to Contractor, any reference to “Contractor” is to be
construed to be a reference to the Contractor and all Subcontractors, whether
they
are
first-tier
Subcontractors,
sub-subcontractors,
suppliers,
sub-suppliers, consultants, or sub-consultants, as well as all of Contractor’s
and the Subcontractor’s respective agents, representatives, and employees
in every instance unless the context plainly requires that it is a reference only
to Contractor as apart from Subcontractors.
2.1.2.
uses the permissive “may” with respect to a party’s actions, determinations,
etc., the terms is to be interpreted as in A.A.C. R2-7-101(32) [Definitions]. For
clarity of intent, any right given to State using “State may” or a like
construction denotes discretion and freedom to act so far as any regulatory or
operative constraints permit in the relevant circumstances, provided that: (a)
where written “may, at its discretion,” the discretion extends to whatever is
most advantageous to State; and (b) where written only as “may,” the
discretion is constrained by what is fair, reasonable, and as accommodating
of the respective best interests of both parties as practicable under the
circumstances;
2.1.3.
uses the imperative “shall” with respect to a party’s actions, duties, etc., the
term is to be interpreted as in A.A.C. R2-7-101(44) [Definitions]. Conversely,
the phrase “shall not” is to be interpreted as an imperative prohibition.
2.1.4.
uses the term “must” with respect to a requirement, criterion, etc., the term is
to be interpreted as conveying compulsion or strict necessity;

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2.1.5.
uses the term “might” with respect to an event, outcome, action, etc., the term
is to be interpreted as conveying contingency or non-discretionary
conditionality; and
2.1.6.
uses the term “will” or the phrases “is to be” or “are to be” with respect to an
event, outcome, action, etc., the term or phrase is to be interpreted as
conveying such certainty or imperativeness that “shall” is either unnecessary
or irrelevant in that instance.
2.2.
Contract Order of Precedence
2.2.1.
Complementary Documents. All of the documents forming the Contract are
complementary. If certain work, requirements, obligations, or duties are set
out only in one but not in another, Contractor shall carry out the Work as
though the relevant Work, requirements, obligations, or duties had been fully
described in all, consistent with the other documents forming the Contract
and as is reasonably inferable from them as being necessary to produce
complete results.
2.2.2.
Conflicts. In case of any inconsistency, conflict, or ambiguity among the
documents forming the Contract and their provisions, they are to prevail in
the following order, descending from most dominate to most subordinate,
provided that, among categories of documents or provisions having the same
rank, the document or provision with the latest date prevails. Information
being identified in one document, but not in another, is not to be considered a
conflict or inconsistency.
2.2.2.1.
Contract Amendments;
2.2.2.2.
The final Solicitation Documents, in the following order:
(1) Special Terms and Conditions;
(2) Exhibits to the Special Terms and Conditions;
(3) Uniform Terms and Conditions;
(4) Scope of Work;
(5) Exhibits to the Scope of Work;
(6) Specifications; and
(7) Any other documents referenced or included in the
Solicitation;

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2.2.2.3.
Orders, in reverse chronological order; and
2.2.2.4.
Accepted Offer.
2.2.3.
Attachments and Exhibits. For clarity of intent, if an item was an Attachment
in the Solicitation Documents or an Offer (either Initial, Revised, Best and
Final, or Accepted) and was subsequently made into an Exhibit, or its content
was incorporated into one of the other Contract documents, then that
Attachment no longer exists contractually as an “Attachment” since it has at
that point been made into some other Contract document. In every other
case, an Attachment and the Offeror Data therein remain part of the
Accepted Offer for purposes of precedence and contractual effect.
3.
Contract Administration and Operation
3.1.
Term of Contract. The term of the Contract will commence on the date indicated on the
Acceptance and continue for twelve (12) months unless canceled, terminated, or
permissibly extended.
3.2.
Contract Extensions. State may at its discretion extend the initial Contract term in
increments of one (1) or more months and do so one or more times, provided that the
maximum aggregate term of the Contract including extensions cannot exceed the
maximum aggregate term of five (5) years.
3.3.
Notices and Correspondence
3.3.1.
To Contractor. State shall address all Contract correspondence other than
formal notices to the email address indicated as “Default for Type” for
“General
Mailing
Address”
in
Contractor’s
corresponding
State’s
eProcurement System Vendor Profile; and address any required notices to
Contractor to the “Contact Name and Title” at the “Mailing Address” indicated
on the Accepted Offer, as that address might have been amended during the
term of the Contract.
3.3.2.
To State. Contractor shall address all Contract correspondence other than
formal notices to the email address indicated in “Contact Instructions” in the
State’s eProcurement System Summary for State; and address any required
notices to State via email to the Procurement Officer identified as “Purchaser”
in the State’s eProcurement System and via mail to the following mailing
address:
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100,

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Phoenix, AZ 85007

3.3.3.
Changes. State may change the designated Procurement Officer, update
contact information, or change the applicable mailing address.
3.4.
Signing of Contract Amendments. Contractor’s counter-signature (or “approval” in the
State’s eProcurement System, in the case of an amendment) is not required to give
effect if the Contract Amendment only covers either:
3.4.1.
extension of the term of the Contract within the maximum aggregate term; or
3.4.2.
modifications of a clerical nature that have no effect on terms, conditions,
price, scope, or other material aspect of the Contract.
In every case other than those listed in 3.4.1 and 3.4.2 above, both parties’ signatures
(or “approval” in the State’s eProcurement System in the case of an Amendment) are
required to give it effect.
3.5.
Click-through Terms and Conditions. If either party uses a web-based ordering system,
an electronic purchase order system, an electronic order acknowledgement, a form of an
electronic acceptance, or any software based ordering system with respect to the
Contract (each an “Electronic Ordering System”), the parties acknowledge and agree
that an Electronic Ordering System is for ease of administration only, and Contractor is
hereby given notice that the persons using Electronic Ordering Systems on behalf of
State do not have any actual or apparent authority to create legally binding obligations
that vary from the terms and conditions of the Contract. Accordingly, where an
authorized State user is required to “click through” or otherwise accept or be made
subject to any terms and conditions in using an Electronic Ordering System, any such
terms and conditions are deemed void upon presentation. Additionally, where an
authorized State user is required to accept or be made subject to any terms and
conditions in accessing or employing any Materials or Services, those terms and
conditions will also be void.
3.6.
Books and Records
3.6.1.
Retain Records. In addition to the audit rights detailed in the Uniform Terms
and Conditions, State also requires that, pursuant to A.R.S. § 41-2548(B),
Contractor shall retain and shall contractually require each Subcontractor to
retain books and records relating to any cost and pricing Data submitted in
satisfaction of § 41-2543 for the period specified in the statute.
3.6.2.
Usage Information. Additionally, any and all information (including, but not
limited to, documentation or Data) related to Eligible Agency and Co-Op
Buyer usage retained solely within the Contractor’s system (for example,

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related to punch-out or Contractor catalog sales) shall be considered public
information or information that can be shared with and distributed by the
State freely and for any purpose under the State’s government purpose rights
detailed in Section 3 of the Uniform Terms and Conditions [Ownership of
Intellectual Property]. Any modifications to this Contract notwithstanding, the
State shall have free use of any and all information related to Eligible Agency
or Co-Op Buyer purchasing. Upon request by the State, Contractor shall
promptly provide the State with any usage information requested and shall
not attempt to limit the State's use in any way.
3.6.3.
Right To Audit. The retained books and records are subject to audit by State
during that period. Pursuant to A.R.S. § 41-2548(B), Contractor shall retain
and shall contractually require each Subcontractor to retain books and
records relating to performance under the Contract for the period specified in
the statute and those retained books and records are subject to audit by
State during that period.
3.6.4.
Auditing. Contractor or Subcontractor shall either make all such books and
records under subparagraphs 3.6.1 and 3.6.2 available to State at all
reasonable times or produce the records at a designated State office on
State’s demand, the choice of which being at State’s discretion. For the
purpose of this paragraph, “reasonable times” are during normal business
hours and in such a manner so as to not unreasonably interfere with normal
business activities.
3.7.
Subcontract
3.7.1.
Initial list. At the time of Contract execution, Contractor’s candidate
Subcontractors were identified in Attachment Proposed Subcontractors to the
Accepted Offer [Proposed Subcontractors]. Agreeing to them being included
in the Accepted Offer signified Procurement Officer’s advance consent for
Contractor to enter into a Subcontract with each candidate, which Contractor
shall do as promptly as necessary to ensure its ability to carry out the Work in
a timely manner.
3.7.2.
Additional names. Contractor shall not enter into a Subcontract to perform
Work under the Contract, without first obtaining Procurement Officer’s written
consent with any prospective Subcontractor that (a) was not listed on the
Attachment Proposed Subcontractors at time of Contract execution or (b) is
for any Materials or Services categories other than the ones for which they
were previously consented. For either case (a) or (b), Contractor shall submit
a written request sufficiently in advance of the need date for those materials
or services so that performance under the Contract is not impaired.

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Procurement Officer may request any additional information he or she
determines is necessary to assess the submittal, and may withhold consent
pending it. Approval of additional subcontractors shall be added to the
Contract by a bilateral Contract Amendment.
3.7.3.
Flow-down. Contractor shall incorporate the provisions, terms, and conditions
of the Contract into every Subcontract by inclusion or by reference, as
appropriate. When making any post-execution consent requests, Contractor
shall include its warrant that it will do the same for the pending Subcontracts
covered by the request. Entering into Subcontracts will not relieve Contractor
of any of its obligations or duties under the Contract, including, among other
things, the duty to supervise and coordinate the work of Subcontractors.
Nothing contained in any Subcontract will create or is to be construed as
creating any contractual relationship between State and the Subcontractor.
3.8.
Orders
3.8.1.
Order Sufficiency. The Contract was awarded in accordance with the Arizona
Procurement Code; the transactions and procedures required by the Arizona
Procurement Code for competitive source selection have been met. An Order
issued that cites the correct State contract number will suffice to authorize the
Contractor to provide the Materials and perform the Services covered by that
Order.
3.8.2.
Order Terms. All Orders are subject to the Contract Terms and Conditions; an
Order cannot modify the Contract Terms and Conditions. Any Contractor
terms added to quotes or otherwise unilaterally added to Eligible Agency or
Co-Op Buyer Orders are null and void.
3.8.3.
Orders are Obligatory. Until the expiration or earlier termination of the
Contract, State may issue and Contractor shall accept Orders that make
proper reference to the Contract and are permissible hereunder, provided
that, Contractor is not obliged to accept any Order that is not consistent with
the then-current pricing, lead times, specifications, or payment provisions of
the Contract. Contractor shall fulfill and complete any Orders that are begun
but not yet completed as of expiration or earlier termination of the Contract
unless State instructs otherwise at the time.
3.8.4.
No Minimums or Commitments. (a) Contractor shall not impose any minimum
dollar amount, item count, services volume, or services duration on Orders;
(b) State makes no commitment of any kind concerning the quantity or
monetary value of activity actually initiated or completed during the term of
the Contract; (c) Contractor shall only deliver or perform as authorized by

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Orders; and (d) State is not limited as to the number of Orders it may issue
for the Contract. For clarity of intent, the foregoing applies equally whether an
Eligible Agency issues the Order or, if applicable, a Co-Op Buyer issues it.
3.8.5.
Non-contracted Materials or Services. Any attempt to knowingly represent for
sales, marketing, or related purposes that Materials or Services not
specifically awarded are under a State contract is a violation of the Contract
and law.
3.9.
Order Cancellations. State may cancel Orders within a reasonable period after issuance
and at its discretion. The same method used for ordering will be used for cancellation.
3.9.1.
If State cancels an Order, then State shall:
3.9.1.1.
pay Contractor for any portion of the Materials and Services
from that Order that have been properly delivered or performed
as of the cancellation effective date; and
3.9.1.2.
reimburse Contractor for actual, documented costs incurred in
fulfilling the Order up to the cancellation effective date and the
cost of any obligations incurred in fulfilling the Order up to the
cancellation effective date that demonstrably cannot be
canceled or that have pre-established cancellation penalties
specified in the relevant Subcontracts, to the extent the penalties
are reasonable and customary for the work in question.
3.9.2.
Contractor shall not charge or be entitled to charge State for any new costs it
incurs after receiving the cancellation notice; State is not liable for any
Materials that were produced, shipped, or delivered, or Services that were
performed before Contractor had acknowledged the corresponding Order.
3.9.3.
State shall also be able to cancel Orders freely and without any further
obligation at any time prior to Contractor’s formal acknowledgement of the
Order.
3.10.
The Contract is a mandatory statewide contract (per A.A.C. R2-7-607) for multiple
purchases, projects, or assignments, and a cooperative contract (per A.R.S. § 41-2632
and A.A.C. R2-7-1002(B)) that can be purchased against by some or all Eligible
Agencies and any Co‑Op Buyers that elect to participate. Even if only one Eligible
Agency needs or elects to purchase against the Contract, it is to be construed as being a
cooperative contract hereunder.
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

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current list of Co‑Op Buyers is available on the State Procurement Office
website:
https://spo.az.gov/suppliers/usage-reporting
3.10.2.
Contractor shall sell to Co-Op Buyers at the same price and on the same lead
times and other terms and conditions under which it sells to Eligible
Agencies, with the sole exception of any legitimately additional costs for
extraordinary shipping or delivery requirements if the Co-Op Buyer is having
Materials delivered or installed or Services performed at locations not
contemplated in the contracted pricing (e.g. delivery to a location outside
Arizona).
3.10.3.
Contractor shall pay State an administrative fee against all Contract sales to
Co‑Op Buyers, as provided for under A.R.S. § 41‑2633. Rates are set in
accordance with SPO Technical Bulletin (TB) 007, available on the SPO
website, which may be revised at the State’s sole discretion as part of
Arizona state procurement policy. For convenience (though note that this link
may change over time) TB 007 may be found here:
https://spo.az.gov/suppliers/usage-reporting.
Failure to remit the administrative fees is a material breach of contract, and
will entitle the State to its remedies under Contract Terms and Conditions
Section 8 and its right to terminate for default under Section 9. Method of
calculation, payment procedures, and other details are provided on the State
Procurement Office website:
https://spo.az.gov/suppliers/usage-reporting.
3.10.4.
Contractor shall submit to State a quarterly usage report documenting all
Contract sales to both Eligible Agencies and Co‑Op Buyers, itemized
separately. Contractor shall further itemize divisions, groups or areas within a
given Eligible Agency if they place Orders independently of each other.
Failure to submit the report is a material breach of contract, and will entitle
the State to its remedies under Contract Terms and Conditions Section 8 and
its right to terminate for default under Section 9. Contractor shall submit the
report using the forms and following the instructions on the State
Procurement Office website:
https://spo.az.gov/suppliers/usage-reporting.

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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:
3.11.1.
By choosing some or all of the Materials or Services items covered by the
Contract for which a price is established in the Contract, then preparing an
Order using those prices (e.g. filling out an order form), and sending it to the
Contractor;

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3.11.2.
By instructing Contractor to provide a comprehensive proposal of item
quantities, combinations, etc., or services hours, personnel, etc., for a defined
scope using those established prices as a basis, then validating and
negotiating the proposal with Contractor and issuing an Order if and when
reaching agreement;
3.11.3.
As described in 3.11.2 above but requesting the proposal from both
Contractor and other vendors who are contracted within the applicable scope
categories and locations, either sequentially or concurrently, then selecting
the proposal or proposals combination that is most advantageous to State; or
3.11.4.
As described in 3.11.3 above but introducing ad-hoc commercial competition
by making the selection and ordering conditional on obtaining more favorable
prices than the contractually-established ones.
3.12.
Work on State Premises

3.12.1.
Compliance With Rules. Contractor is responsible for ensuring that its
personnel comply with State’s rules, regulations, policies, documented
practices, and documented operating procedures while delivering or installing
Materials or performing Services on State’s grounds or in its facilities. For
clarity of intent, the foregoing means that if Contractor is required to comply
with certain security requirements in order to deliver, install, or perform at that
particular location, then it shall do so nonetheless and without entitlement to
any additional compensation or additional time for performance if those
particular requirements are not expressly stated in the Contract. Contractor is
reminded that violation of the prohibition under A.R.S. § 13-1502 against
possession of weapons on State’s property by anyone for whom Contractor is
responsible is a material breach of contract and grounds for termination for
default.
3.12.2.
Protection Of Grounds And Facilities. Contractor shall deliver or install the
Materials and perform the Services without damaging any State grounds or
facilities. Contractor shall repair or replace any damage it does cause
promptly and at its own expense, subject to whatever instructions and
restrictions State needs to make to prevent inconvenience or disruption of
operations. If Contractor fails to make the necessary repairs or replacements
in a timely manner, State will be entitled to exercise its remedies under
paragraph 8.5 of the Uniform Terms and Conditions [Right of Offset].
3.13.
Transitions
3.13.1.
During commencement, Contractor shall attend transition meetings with any
outgoing suppliers to coordinate and ease the transition so that the impact on
State’s operations is kept to a minimum. State may elect to have outgoing

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suppliers complete some or all of their Work or Orders in progress, even if
that Work could be covered under the incoming supplier’s Contract.
Conversely, the State may have a continued need for the same Materials and
Services upon expiration or earlier termination of the Contract. Accordingly,
Contractor shall work closely with any incoming supplier and State to ensure
as smooth and complete a transition transfer as is practicable.
3.13.2.
Eligible Agency or Co-Op Buyers representative will coordinate all transition
activities and facilitate joint development of a comprehensive transition plan
by both Contractor and the incoming supplier. As with the incoming transition,
State may permit Contractor, when Contractor is outgoing, to complete work
or orders in progress to ease the transition as is safest and most efficient in
each instance.
4.
Costs and Payments
4.1.
Type of Pricing. Offeror shall include only firm, fixed pricing in the Offer.
4.2.
Contractor’s Best Pricing. Contractor warrants that, for the term of the Contract, the
prices and discounts set out in the APP Items (F) tab and Attachments titled Pricing,
including any subsequent agreed amendment to it (the “Contract Pricing”), shall be equal
to or better than the lowest prices and largest discounts, both separately and in
combination, at which Contractor sells equivalent services, items of equipment, and
materials.
4.2.1.
That price-plus-discount equivalence (“Contractor’s Best Pricing”) is
intended to be irrespective of whether or not those other sales have special
purchase terms, conditions, rebates, or allowances.
4.2.2.
If Contractor’s Best Pricing for equivalent services, items of equipment, and
materials is better than the Contract Pricing, then Contractor agrees to
adjust the Contract Pricing to match the Contractor’s Best Pricing for all
sales related to the Contractor made after the date when the Contractor’s
Best Pricing was first better than the Contract Pricing.
4.2.3.
For clarification of intent, that date is intended to be the date when the
difference first occurred, which might have been before the difference was
first identified. If the difference occurred before it was identified, then
Supplier agrees to charge less than the Contract Pricing until the extended
difference that would have been realized (i.e. if the Contractor’s Best Pricing
had been applied when it should have been) has been settled.
4.3.
Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the
Scope of Work and all aspects of Contractor’s offer as accepted by the State.

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4.3.1.
Details of service not explicitly stated in the Scope of Work or in Contractor’s
Offer, but necessarily a part of, are deemed to be understood by Contractor
and included herein. All administrative, reporting, or other requirements, all
overhead costs and profit and any other costs toward the accomplishment of
the requirements in the Contract are included in the pricing provided.
4.3.2.
Additional Charges. Any charges or fees not delineated in the Contract shall
not be added, billed, or invoiced under the Contract.
4.4.
Price Increase. The State may review a fully documented request for a price increase.
The requested increase shall be in writing and be based upon a cost increase to the
Contractor that was clearly unpredictable at the time of the offer and is directly
correlated to the price of the product concerned. Contractor must provide conclusive
evidence of a need for any price increases.
4.4.1.
Initial Contract prices shall be honored for one year after award of Contract.
4.4.2.
The State needs sufficient time to make a fair and equitable determination in
response to any Contractor requests for price adjustments. As a result, the
State requests that the Contractor provide hundred and eighty (180) days
advance notice prior to any price adjustment whenever possible, and at a
minimum, ninety (90) days advance notice. Requests sent to the State with
less than ninety (90) days notice will be denied, unless the Contractor
provides proper documentation demonstrating the urgency of the request.
The State shall determine whether the price increase is in the best interest of
the State.
4.4.3.
All price adjustments will be implemented by a formal Contract Amendment.
State shall determine whether the requested price increase or an alternate
option is in the best interest of the State.
4.4.4.
State expects Contractors to use Lean Six Sigma principles to reduce costs
in their supply chain, and not simply pass new costs on to the State. If a
price increase is requested, State will ask for evidence that Lean Six Sigma
principles and tools have been used by Contractor to attempt to reduce
costs in advance of any request for a price increase under the Contract.
4.5.
Price Reductions. Price reductions shall be immediately passed along to State and may
be submitted in writing to State for consideration at any time during the Contract period.
The contractor shall offer State a price reduction on the Contract product(s) concurrent
with a published price reduction made to other customers. The State at its own
discretion may accept a price reduction. The price reduction request shall be in writing
and include documentation showing the actual reduction of cost. Sales promotions

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requests shall include differences in pricing, begin, and end date of promotion along
with the products covered.
4.6.
Travel. Contractor shall request and receive written approval prior to any travel under
the Contract in which reimbursement of expenses will be requested. Contractor will be
reimbursed for actual expenses incurred in accordance with the current rates specified
in the State's Travel Policy. Contractor shall itemize all per diem and lodging charges.
State
Travel
Policy,
including
State
rates,
may
be
located
at
https://gao.az.gov/travel/travel-information. Eligible Agency or State shall reject any
claim for travel reimbursement for which Contractor did not receive prior written
approval.
4.7.
Funding
No particular funding considerations apart from Uniform Terms and Conditions Sections
4.5 [Availability of Funds for the Next State Fiscal Year] and 4.6 [Availability of Funds for
the Current State Fiscal Year] have been identified as of the Solicitation publication
date.
4.8.
Invoicing
4.8.1.
Invoices Go To Ordering Entity. Contractor shall submit all billing notices or
invoices to the ordering Eligible Agency or Co-Op Buyer at the address
indicated on the applicable Order document or by utilizing the Ordering
Entity’s purchasing tool/process.
4.8.2.
Minimum Invoice Requirements. Every invoice shall include the following
information:
4.8.2.1.
Bill-to name and address;
4.8.2.2.
Contractor name and contact information;
4.8.2.3.
Remit-to address;
4.8.2.4.
Invoice number and date;
4.8.2.5.
State contract number;
4.8.2.6.
Order number (APP PO number);
4.8.2.7.
Material or Service description (itemized);
4.8.2.8.
Date(s) Services were performed or Materials were delivered;
4.8.2.9.
Applicable payment terms;
4.8.2.10.
Quantity delivered or performed;
4.8.2.11.
Line item unit of measure;
4.8.2.12.
Item price;
4.8.2.13.
Extended pricing;
4.8.2.14.
Receipt for pass-through expenses (if applicable);

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4.8.2.15.
Taxes (as a separate invoice line item), including the
percentage used to calculate taxes;
4.8.2.16.
Mailing fees (if applicable); and
4.8.2.17.
Total invoice amount due.

4.8.3.
No Invoice Without Authorization. Contractor shall not seek payment for any:
4.8.3.1.
Materials or Services that have not been authorized on an
acknowledged Order;
4.8.3.2.
Expediting, overtime, premiums, or upcharges absent State’s
express prior approval; or
4.8.3.3.
Materials or Services that are the subject of a Contract
Amendment that has not been fully signed by the Procurement
Officer.

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

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expressly stated otherwise in the Pricing Section of the Special Terms and
Conditions above, State shall make payment in full for Materials that have
been delivered and accepted and Services that have been performed and
accepted within the time specified in A.R.S. § 35-342, after both of the
following occur: (a) all of the Materials being invoiced have been delivered or
installed (as applicable) and accepted and all of the Services being invoiced
have been performed and accepted; and (b) Contractor has provided a
complete and accurate invoice in the form and manner called for in the
Contract, provided that, State will not make or be liable for any payments to
Contractor
until Contractor has registered properly in the State’s
eProcurement System and provided a current I.R.S. Form W-9 to State
unless excused by law from providing one.
4.9.2.
Payments Only To Contractor. Unless an assignment and assumption
agreement has been reached between the Contractor and State pursuant to
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.

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4.9.7.
Automated clearing house. Applicable Eligible Agency or Co-Op Buyer may
pay invoices for some or all Orders through an Automated Clearing House
(ACH). In order to receive payments in this manner from Eligible Agencies,
the Contractor must complete an ACH Vendor Authorization Form (form
GAO-618) within 30 (thirty) days after the effective date of the Contract. The
form is available online at: https://gao.az.gov/publications/forms.
4.10.
Applicable Taxes

4.10.1.
Contractor To Pay All Taxes. State is subject to Arizona Transaction Privilege
Tax (TPT). Therefore, Arizona TPT applies to all sales under the Contract and
Arizona TPT is Contractor’s responsibility (as seller) to remit. Contractor’s
failure to collect Arizona TPT or any other applicable sales or use taxes from
an Eligible Agency or Co-Op Buyer will not relieve the Contractor of any
obligation to remit sales or use taxes that are due under the Contract or laws.
Unless clearly stated otherwise in the Contract, all prices therein include
Arizona TPT as well as every other manner of transaction privilege or
sales/use tax that is due to a municipality or another state or its political
subdivisions. Contractor shall pay all federal, state, and local taxes applicable
to its operations and personnel.
4.10.2.
Tax Indemnity. Contractor shall hold State harmless from any responsibility
for taxes or contributions, including any applicable damages and interest, that
are due to federal, state, and local authorities with respect to the Work and
the Contract, as well as any related costs; the foregoing expressly includes
Arizona TPT, unemployment compensation insurance, social security, and
workers’ compensation insurance.
5.
Contract Changes
5.1.
Assignment and Delegation
5.1.1.
In Whole. Contractor shall not assign in whole its rights or delegate in whole
its duties under the Contract without Procurement Officer’s prior written
consent, which consent Procurement Officer may withhold at his or her
discretion. If Contractor’s proposed assignment or delegation stems from a
split, sale, acquisition, or other non-merger change in control, then no such
consent will be given in any event without the assignee or delegate giving
State satisfactory and equivalent evidence or assurance of its financial
soundness, competency, capacity, and qualification to perform as that which
Contractor possessed when State first awarded it the Contract.
5.1.2.
In Part. Subject to Special Terms and Conditions sections 3.7 [Subcontract]
with respect to subcontracting, Contractor may assign particular rights or

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delegate particular duties under the Contract, but shall obtain Procurement
Officer’s written consent before doing so. Procurement Officer shall not
unreasonably withhold consent so long as the proposed assignment or
delegation does not attempt to modify the Contract in any way or to alter or
impair State’s rights or remedies under the Contract or state law.
6.
Risk and Liability
6.1.
Risk of Loss. Contractor shall bear all risk of loss to Materials while in pre-production,
production, storage, transit, staging, assembly, installation, testing, and commissioning, if
and as those duties are within the scope of the Work, until they have been accepted as
conforming by State in the particular location and situation specified in the Order, or as
specified generally elsewhere in the Contract if the Order does not provide particulars,
provided that, risk of loss for nonconforming Materials will remain with Contractor
notwithstanding acceptance to the extent the loss stems from the nonconformance.
6.2.
General Contractor Indemnification and Insurance Requirements
6.2.1.
Contractor Indemnification (Not Public Agency). To the fullest extent
permitted by law, Contractor shall defend, indemnify, and hold harmless the
State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees (hereinafter referred to
as “Indemnitee”) from and against any and all claims, actions, liabilities,
damages, losses, or expenses (including court costs, attorneys’ fees, and
costs of claim processing, investigation and litigation) (hereinafter referred to
as “Claims”) for bodily injury or personal injury (including death), or loss or
damage to tangible or intangible property caused, or alleged to be caused, in
whole or in part, by the negligent or willful acts or omissions of Contractor or
any of its owners, officers, directors, agents, employees or Subcontractors.
This indemnity includes any claim or amount arising out of, or recovered
under, the Workers’ Compensation Law or arising out of the failure of such
Contractor to conform to any federal, state, or local law, statute, ordinance,
rule, regulation, or court decree. It is the specific intention of the parties that
the Indemnitee shall, in all instances, except for Claims arising solely from the
negligent or willful acts or omissions of the Indemnitee, be indemnified by
Contractor from and against any and all claims. It is agreed that Contractor
will be responsible for primary loss investigation, defense, and judgment
costs where this indemnification is applicable. In consideration of the award
of this contract, the Contractor agrees to waive all rights of subrogation
against the State of Arizona, its officers, officials, agents, and employees for
losses arising from the work performed by the Contractor for the State of
Arizona. This indemnity shall not apply if the Contractor or Subcontractor(s)
is/are an agency, board, commission or university of the State of Arizona.

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6.2.2.
Public Agency Language Only. Each party (as 'indemnitor') agrees to
indemnify, defend, and hold harmless the other party (as 'indemnitee') from
and against any and all claims, losses, liability, costs, or expenses (including
reasonable attorney's fees) (hereinafter collectively referred to as 'claims')
arising out of bodily injury of any person (including death) or property damage
but only to the extent that such claims which result in vicarious/derivative
liability to the indemnitee, are caused by the act, omission, negligence,
misconduct, or other fault of the indemnitor, its officers, officials, agents,
employees, or volunteers.
6.2.3.
Insurance Requirements. Addendum A to the Special Terms and
Conditions: Contractor Insurance Requirements is incorporated herein
as part of the Special Terms and Conditions.
6.3.
Patent and Copyright Indemnification. [CONTRACTOR/VENDOR (NOT PUBLIC AGENCY)].
With respect to Materials or Services provided or proposed by a Contractor Indemnitor
for performance under the Contract, Contractor shall indemnify, defend and hold
harmless State Indemnitees against any third-party claims for liability, costs, and
expenses, including, but not limited to reasonable attorneys' fees, for infringement or
violation of any patent, trademark, copyright, or trade secret by the Materials and the
Services. With respect to the defense and payment of claims under this subparagraph:
6.3.1.
State shall provide reasonable and timely notification to Contractor of any
claim for which Contractor may be liable under this paragraph;
6.3.2.
Contractor, with reasonable consultation from State, shall have control of the
defense of any action on an indemnified claim including all negotiations for its
settlement or compromise;
6.3.3.
State may elect to participate in such action at its own expense; and
6.3.4.
State may approve or disapprove any settlement or compromise, provided
that, (i) State shall not unreasonably withhold or delay such approval or
disapproval and (ii) State shall cooperate in the defense and in any related
settlement negotiations.
If Contractor is a public agency, this section 6.3 does not apply.
7.
Warranties
7.1.
Warranties and Requirements Related to Information Security. Addendum B:
Warranties and Requirements Related to Arizona Information Security Statewide
Policies, Standards, and Procedures is incorporated herein as part of the Special
Terms and Conditions.

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8.
State’s Contractual Remedies
8.1.
[RESERVED]
9.
Contract Termination
9.1.
[RESERVED]
10.
Contract Claims
10.1.
[RESERVED]
11.
Arbitration
11.1.
[RESERVED]
12.
General Provisions for Materials
12.1.
Applicability. Section 12 applies to the extent the Work is or includes Materials.
12.2.
Off-Contract Materials. Contractor shall ensure that the design and/or procedures for the
Materials ordering method prevents Orders for items not included in the scope of the
Contract (and for which no price or compensation has been established contractually) or
specifically excluded items. Notwithstanding that State might have its own internal
administrative rules regarding off-contract or excluded item ordering, and endeavors to
prevent such orders from occurring, Contractor is responsible for not accepting any such
Orders. State may, at its discretion, return any such items under subparagraph 12.17 or
cancel any such Order under subparagraph 12.18, in either case being without
obligation and at Contractor’s expense.
12.3.
Compensation for Late Deliveries. Contractor shall have clear, published policies in
place regarding late delivery, order cancellation, discounts, or rebates given to
compensate for late deliveries, etc., and make them readily available to those Eligible
Agencies, and Co-Op Buyers if applicable, that are likely to need them. If late deliveries
have been specifically addressed in the Contract, the Contract shall take precedence
over any such Contractor policies.
12.4.
Indicate Shipping Costs on Order. Contractor shall identify and provide the required
substantiating documentation for the amount it intends to add for shipping in the Order
acknowledgment if shipping is additional to the contracted price or rate for an item;
otherwise, Contractor shall indicate that shipping is included in the Order price (in other
words, every Order must indicate clearly whether or not shipping is included in the Order
price, and if not included, how much is to be added and why that amount is the correct or
appropriate one).

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12.5.
Current Products. Contractor shall keep all products being offered under the Contract:
(a) in current and ongoing production; (b) in its advertised product lines; (c) as models or
types that are actively functioning in other paying customer environments; and (d) in
conformance to the requirements of the Contract.
12.6.
Maintain Comprehensive Selection. Contractor shall provide at all times the
comprehensive selection of products for which a price is established in the Contract for
ordering by Eligible Agencies, and Co-Op Buyers, if applicable.
12.7.
Additional Products. State, at its discretion, may modify the scope of the Contract by
Contract Amendment to include additional products or product categories so long as
they are within the general scope of the ones originally covered by the Contract. Once
the Contract Amendment has been fully executed, Contractor shall then update all
applicable pricing and make the pricing available to all affected entities at no additional
cost. Either party may make the request to add products to the Contract; regardless of
who makes the request, the parties shall negotiate in good faith a fair price for any
additional products, but State may elect not to add some or all of the products in
question if no agreement is reached on pricing in a timely manner. Contractor’s request
or proposal in response to State’s request shall include: (a) documentation
demonstrating that the additional products meet or exceed the specifications for the
original products while remaining in the same product groups as the original ones; and
(b) documentation demonstrating that the proposed price for the additional products is
both fair and reasonable and at the same level of discount relative to market price as
were the original ones. Demonstration of (b) typically requires showing how prices
offered to a significant number of buyers compare to the prices or discounts proposed for
the additional products.
12.8.
Discontinued Products. If a product or groups of products covered by the Contract are
discontinued by the manufacturer, Contractor shall notify State within five (5) business
days after receiving the manufacturer’s notification. State, at its discretion, may allow
Contractor to provide substitutes for the discontinued products or delete the products
from the scope of the Contract. The resulting change to the Contract will be formalized
by Contract Amendment. Contractor shall then update all applicable pricing and make
the pricing available to all affected entities at no additional cost. The parties shall
negotiate in good faith a fair price for any substitute product, but State may elect to
delete the products from the scope of the Contract if no agreement is reached on
substitute pricing in a timely manner. When notifying State of any discontinuance,
Contractor shall provide: (a) manufacturer’s announcement or documentation stating
that the products have been discontinued, with identification by model/part number; (b)
documentation demonstrating that the substitute products meet or exceed the
specifications for the discontinued products while remaining in the same product groups
as were the discontinued ones; and (c) documentation demonstrating that the proposed

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price for the substitute products is both fair and reasonable and at the same level of
discount relative to market price as were the discontinued ones.
12.9.
Forced Substitutes. The Contractor shall not provide forced substitutions under the
Contract; Contractor shall obtain State’s prior written consent before making any
discretionary substitution for any product covered by the Contract.
12.10.
Recalls. In the event of a recall notice, technical service bulletin, or other important
notification affecting a product offered under the Contract (collectively, “recalls”
hereinafter), Contractor shall send timely notice to State for each applicable Order
referencing the affected Order and product. Notwithstanding whatever protection
Contractor might have under A.R.S. § 12-684, with respect to a manufacturer, Contractor
shall handle recalls entirely and without obligation on State’s part, other than to permit
removal of installed products, retrieve stored products, and take any other reasonably
necessary actions, to implement the recall.
12.11.
Delivery Time. Unless stated otherwise in the Purchase Order, Contractor shall make
delivery within two (2) business days after receiving each Order.
12.12.
Delivery Locations. Contractor shall offer deliveries to every location served under the
scope of the Contract, specifically
12.12.1.
if the Contract is for a single State agency in a single area, then Contractor
shall deliver to any agency location in that area;
12.12.2.
if the Contract is for a single State agency in all its locations, then Contractor
shall deliver to any of that agency’s location in Arizona;
12.12.3.
if the Contract is for cooperative use, but excludes certain areas, then
Contractor shall deliver to any Eligible Agency or Co-Op Buyer location that is
not in the excluded areas; and
12.12.4.
if the Contract is for unrestricted mandatory statewide and cooperative use,
then:
12.12.4.1.
Contractor shall deliver to any Eligible Agency or Co-Op Buyer
anywhere in Arizona;
12.12.4.2.
if a prospective Co-Op Buyer outside Arizona wishes to order
against the Contract, Contractor agrees to negotiate in good
faith any fair and reasonable price or lead time adjustments
necessary to serve that location if practicable to do so within the
scope of its normal business; and,

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12.12.4.3.
if the Purchase Order indicates defined delivery areas and
prices, those always apply unless the Order expressly states
otherwise and Contractor accepts it.
12.13.
Conditions at Delivery Location. Contractor shall verify receiving hours and conditions
(e.g. height/weight restrictions, access control, etc.) with the relevant Eligible Agency or
Co-Op Buyer for the receiving site before scheduling or making a delivery. Contractor
shall make each delivery to the specific location indicated in the Order, which Contractor
acknowledges might be inside an industrial building, institutional building, low-rise office
building, or high-rise office building instead of a normal receiving dock. Contractor might
be required to make deliveries to locations inside a secured perimeter at certain
institutional facilities such as prisons where prior clearances are required for each
delivery and driver individually. Contractor shall contact each such facility directly to
confirm its most current security clearance procedures, allowable hours for deliveries,
visitor dress code, and other applicable rules. State shall not pay extra charges for wait
time, comebacks, or the like, nor excuse late deliveries if Contractor has failed to comply
with this section.
12.14.
Materials Acceptance. State has the right to accept Materials subject to a complete
inspection on delivery and installation, if installation is Contractor’s responsibility. State
may require acceptance criteria, including, but not limited to, conformity to the Contract,
workmanship, and quality under the Contract or for a specific Order. Contractor shall
remove any rejected Materials from the delivery location, or from any area to which it
might have been reasonably necessary to move it, and subsequently deliver an equal
quantity of conforming items within a timeframe set by the Eligible Agency or Co-Op
Buyer. State shall not owe Contractor any payment for rejected Materials, and State
may, at its discretion, withhold or make partial payment for any rejected Materials that
have been returned to Contractor in those instances where State has agreed to permit
repair instead of demanding replacement.
12.15.
Correcting Defects. Contractor shall, at no additional cost and without entitlement to
extension of any delivery deadline or specified time for performance, remove or
exchange and replace any defective or non-conforming delivered or installed Materials.
12.15.1.
Contractor shall be solely responsible for the cost of any associated cutting
and patching, temporary protection measures, packing and crating, hoisting
and loading, transportation, unpacking, inspection, repacking, reshipping, and
reinstallation if installation is within the scope of the Contract.
12.15.2.
If Contractor fails to do so in a timely manner, State will be entitled to exercise
its remedies under the Contract, including but not limited to, paragraph 8.5
[Right of Offset] of the Uniform Terms and Conditions.

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12.15.3.
Whether State will permit Contractor to repair in place or demands that
Contractor remove and replace is at State’s discretion in each instance,
provided that, State shall not apply that discretion punitively if repair in place
is practicable and doing so would not create safety hazards, put property at
risk, unreasonably interfere with operations, create public nuisance, or give
rise to any other reasonable concern on State’s part.
12.16.
Returns. State may, at its discretion, return for full credit and with no restocking charges,
any delivered Materials unused in the original packaging within thirty (30) days after
receipt, regardless of acceptance. If State elects to return delivered Materials, then State
shall pay delivery costs to return the products to the place from which Contractor
shipped them. However, if State returns delivered Materials because they are defective
or non-conforming or for any other reason having to do with Contractor fault or error,
then State will not be responsible for any costs associated with returning the Materials
and may, at its discretion, either have those billed directly to Contractor, offset them
under paragraph 8.5 [Right of Offset] of the Uniform Terms and Conditions, or take any
other appropriate actions under the Contract.
12.17.
Product Safety. Materials as-shipped must comply with applicable safety regulations and
standards. Unless expressly stated otherwise in the Scope of Work, State is not
responsible for making any Materials safe or compliant following acceptance. Contractor
shall only deliver Materials that are already safe and compliant with the warranties in the
Contract Terms and Conditions.
12.18.
Hazardous Materials. Contractor shall timely provide State with any “Safety Data Sheets”
(SDS) and any other hazard communication documentation required under the United
States Department of Labor’s Occupational Safety and Health Administration (OSHA)
“Hazard Communication Standard” (often referred to as the “HazCom 2012 Final Rule”)
that is reasonably necessary for State to comply with regulations when it or its other
contractors install, handle, operate, repair, maintain or remove any Materials. Note that,
in the past, those documents might have been referred to as “Material Safety Data
Sheets” or “Product Safety Data Sheets”, but State (and this Contract) use only the more
up-to-date “SDS” reference. Contractor shall ensure that all its relevant personnel
understand the nature of and hazards associated with (to the extent 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.
13.
General Provisions for Services

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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
Contractor of responsibility for correction of any errors discovered subsequently or
necessary clarification of any ambiguities.
13.7.
Requirements at Location of Services

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13.7.1.
Contractor personnel shall perform their assigned portions of the Services at
the specific location indicated in the Order. Contractor acknowledges that the
location might be inside an industrial building, institutional building, or one of
various office types and classes.
13.7.2.
If performing the Services requires Contractor personnel to work inside a
secured perimeter at certain institutional facilities (including but not limited to
prisons) where prior clearances are required, Contractor shall contact the
facility directly in advance of performing the Services to confirm its current
security clearance procedures, allowable hours for work, visitor dress code,
and other applicable rules. State shall not pay any additional fees (including
but not limited to service charges) or excuse late performance, if Contractor
has failed to comply with these requirements.
13.8.
Acceptance of Services. State has the right to accept Services subject to acceptance
criteria. State may apply acceptance criteria to the Contract or a specific Order, which
may include, but are not limited to, accuracy, completeness, conformance to
requirements, or quality. State shall not pay Contractor for unaccepted Services, and
State may, at its discretion, withhold or make partial payment for any rejected Services,
while Contractor is in the process of re-performing or otherwise curing the grounds for
State’s rejection.
13.9.
Corrective Action Required. Notwithstanding any other guarantees, general warranties,
or particular warranties Contractor has given under the Contract, and in addition to any
other rights and remedies available under the Contract, if Contractor fails to perform any
material portion of the Services including, but not limited to, failure to complete any
contractual deliverable or failure to meet agreed-upon service levels or service standards
set out in or referred to in the Contract, then Contractor shall perform a root-cause
analysis to identify the source of the failure and use all commercially reasonable efforts
to correct the failure and meet the Contract requirements as promptly as is practicable.
13.9.1.
Contractor shall provide State a report detailing the identified cause and
setting out its detailed corrective action plan promptly after the date the failure
occurred (or the date when the failure first became apparent, if it was not
apparent immediately after occurrence).
13.9.2.
State may demand to review and approve Contractor’s analysis and plans,
and Contractor shall make any and all reasonable corrections State instructs
and adopt State’s recommendations, including any measures State
determines to be necessary for employee or public safety, or the protection of
property or the environment.
13.9.3.
Contractor shall take the necessary action(s) to avoid any like failures in the
future.

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Addendum A to the
Special Terms and Conditions
Request for Proposal
Solicitation No. BPM007213
Statewide Moving and Relocation Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

Addendum A to the Special Terms and Conditions

1.
Contractor Insurance Requirements
1.1.
Indemnification Clause:
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless the State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees (hereinafter referred to as
“Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses,
or expenses (including court costs, attorneys’ fees, and costs of claim processing,
investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or
personal injury (including death), or loss or damage to tangible or intangible property
caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or
omissions of Contractor or any of its owners, officers, directors, agents, employees or
subcontractors. This indemnity includes any claim or amount arising out of, or
recovered under, the Workers’ Compensation Law or arising out of the failure of such
Contractor to conform to any federal, state, or local law, statute, ordinance, rule,
regulation, or court decree. It is the specific intention of the parties that the Indemnitee
shall, in all instances, except for Claims arising solely from the negligent or willful acts
or omissions of the Indemnitee, be indemnified by Contractor from and against any and
all claims. It is agreed that Contractor will be responsible for primary loss investigation,
defense, and judgment costs where this indemnification is applicable. In consideration
of the award of this contract, the Contractor agrees to waive all rights of subrogation
against the State of Arizona, its officers, officials, agents, and employees for losses
arising from the work performed by the Contractor for the State of Arizona.
This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency,
board, commission or university of the State of Arizona.

1.2.
Insurance Requirements:
1.2.1.
Contractor and subcontractors shall procure and maintain, until all of their
obligations have been discharged, including any warranty periods under this
Contract, insurance against claims for injury to persons or damage to property
arising from, or in connection with, the performance of the work hereunder by
the Contractor, its agents, representatives, employees or subcontractors.

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1.2.2.
Insurance Requirements herein are minimum requirements for this Contract
and in no way limit the indemnity covenants contained in this Contract. The
State of Arizona in no way warrants that the minimum limits contained herein
are sufficient to protect the Contractor from liabilities that arise out of the
performance of the work under this Contract by the Contractor, its agents,
representatives, employees or subcontractors, and the Contractor is free to
purchase additional insurance.
1.3.
Minimum Scope And Limits Of Insurance: Contractor shall provide coverage with
limits of liability not less than those stated below.
1.3.1.
Commercial General Liability (CGL) – Occurrence Form
Policy shall include bodily injury, property damage, and broad form contractual
liability coverage.

●
General Aggregate
$2,000,000
●
Products – Completed Operations Aggregate
$1,000,000
●
Personal and Advertising Injury
$1,000,000
●
Damage to Rented Premises
$50,000
●
Each Occurrence
$1,000,000

a. The policy shall be endorsed, as required by this written agreement, to
include the State of Arizona, and its departments, agencies, boards,
commissions, universities, officers, officials, agents, and employees as
additional insureds with respect to liability arising out of the activities
performed by or on behalf of the Contractor.
b. Policy shall contain a waiver of subrogation endorsement, as required by
this written agreement, in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by or on behalf of the
Contractor.
1.3.2.
Business Automobile Liability
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

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a.
Policy shall be endorsed, as required by this written agreement, to
include the State of Arizona, and its departments, agencies, boards,
commissions, universities, officers, officials, agents, and employees as
additional insureds with respect to liability arising out of the activities
performed by, or on behalf of, the Contractor involving automobiles owned,
hired and/or non-owned by the Contractor.
b.
Policy shall contain a waiver of subrogation endorsement as
required by this written agreement in favor of the State of Arizona, and its
departments, agencies, boards, commissions, universities, officers, officials,
agents, and employees for losses arising from work performed by or on
behalf of the Contractor.
1.3.3.
Workers’ Compensation and Employers’ Liability
●
Workers' Compensation Statutory
●
Employers' Liability
o Each Accident
$1,000,000
o Disease – Each Employee
$1,000,000
o Disease – Policy Limit
$1,000,000
a.
Policy shall contain a waiver of subrogation endorsement, as
required by this written agreement, in favor of the State of Arizona, and its
departments, agencies, boards, commissions, universities, officers, officials,
agents, and employees for losses arising from work performed by or on
behalf of the Contractor.
b.
This requirement shall not apply to each Contractor or
subcontractor that is exempt under A.R.S. § 23-901, and when such
Contractor or subcontractor executes the appropriate waiver form (Sole
Proprietor or Independent Contractor).
1.4.
Additional Insurance Requirements
The policies shall include, or be endorsed to include, as required by this written
agreement, the following provisions:
1.4.1.
The Contractor's policies, as applicable, shall stipulate that the insurance
afforded the Contractor shall be primary and that any insurance carried by the
Department, its agents, officials, employees or the State of Arizona shall be
excess and not contributory insurance, as provided by A.R.S. § 41-621 (E).

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1.4.2.
Insurance provided by the Contractor shall not limit the Contractor’s liability
assumed under the indemnification provisions of this Contract.
1.5.
Notice of Cancellation
Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be
canceled, or be materially changed for any reason without thirty (30) days prior written
notice to the State of Arizona. Within two (2) business days of receipt, Contractor must
provide notice to the State of Arizona if they receive notice of a policy that has been or
will be suspended, canceled, materially changed for any reason, has expired, or will be
expiring. Such notice shall be sent directly to the Department and shall be mailed,
emailed, hand delivered or sent by facsimile transmission to (State Representative’s
Name, Address & Fax Number).
1.6.
Acceptability of Insurers
Contractor’s insurance shall be placed with companies licensed in the State of Arizona
or hold approved non-admitted status on the Arizona Department of Insurance List of
Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less
than A- VII. The State of Arizona in no way warrants that the above-required minimum
insurer rating is sufficient to protect the Contractor from potential insurer insolvency.
1.7.
Verification of Coverage
1.7.1.
All such certificates of insurance and policy endorsements must be received
by the State before work commences. The State’s receipt of any certificates of
insurance or policy endorsements that do not comply with this written
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.agreement shall not
waive or otherwise affect the requirements of this agreement.
1.7.2.
Each insurance policy required by this Contract must be in effect at, or prior to,
commencement of work under this Contract. Failure to maintain the insurance
policies as required by this Contract, or to provide evidence of renewal, is a
material breach of contract.
1.7.3.
All certificates required by this Contract shall be sent directly to the
Department. The State of Arizona project/contract number and project

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description shall be noted on the certificate of insurance. The State of Arizona
reserves the right to require complete copies of all insurance policies required
by this Contract at any time.
1.8.
Subcontractors
Contractor’s certificate(s) shall include all subcontractors as insureds under its policies
or Contractor shall be responsible for ensuring and/or verifying that all subcontractors
have valid and collectable insurance as evidenced by the certificates of insurance and
endorsements for each subcontractor. All coverages for subcontractors shall be subject
to the minimum Insurance Requirements identified above. The Department reserves the
right to require, at any time throughout the life of this contract, proof from the Contractor
that its subcontractors have the required coverage.
1.9.
Approval and Modifications
The Contracting Agency, in consultation with State Risk, reserves the right to review or
make modifications to the insurance limits, required coverages, or endorsements
throughout the life of this contract, as deemed necessary. Such action will not require a
formal Contract amendment but may be made by administrative action.
1.10.
Exceptions
In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance
Requirements shall not apply. Such public entity shall provide a certificate of
self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency,
board, commission, or university, none of the above shall apply.

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Addendum B to the
Special Terms and Conditions
Request for Proposal
Solicitation No. BPM007213
Statewide Moving and Relocation Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

Addendum B to the Special Terms and Conditions

Warranties and Requirements Related to
Arizona Information Security 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 established by the Arizona Department of Homeland Security (AZDOHS)
pursuant to their authority under A.R.S. Title 41, Chapter 41. The current website for
these policies, standards, and procedures is: Information Technology Policies,
Standards and Procedures. Note that this link is provided for convenience only.
1.3.
For security reasons, some state facilities require non-state personnel to have escorts.
If required by the state facility, Contractor personnel shall only be allowed inside of a
State facility if accompanied by an escort designated by the State. This is applicable in
Correctional facilities, Public Safety facilities, State Lottery, and other facilities as
designated by the State.
2.
Security Framework
2.1.
The State of Arizona information security policies and standards follow the National
Institute of Standards and Technology (NIST) SP 800-53 Rev. 5 Security and Privacy
Guidelines
may
currently
be
located
at:
https://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-53r5.pdf.
2.2.
The State has established a process to assess risk associated with storing, processing
and/or transmitting State of Arizona Data with external, non-State of Arizona entities.
The Arizona Risk and Authorization Management Program (AZRAMP) was developed
to ensure State and contractors meet these requirements. All contractors responding
to State solicitations must successfully complete the AZRAMP risk assessment based
upon the Data classification involved as determined by the Data owner and AZDOHS
Cyber Command. Failure to successfully complete AZRAMP assessment will be
deemed as breach of contract.

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2.3.
In the State’s sole discretion, the State may also accept current FedRAMP and
StateRAMP certifications as evidence that the Contractor has met the State's risk
assessment requirements.
2.4.
Other forms of Cybersecurity Frameworks (CSF), Trust Documents, Self-Attestations,
including, but not limited to, ISO/IEC, SOC 2 & 3, PCI, or HIPAA reports of compliance,
may be reviewed as part of the State’s risk assessment, but are not exclusive or
conclusive evidence that the Contractor has met the State’s risk assessment
requirements.
3.
Additional Security Requirements
3.1.
Contractor shall comply with all security requirements requested by the State.
3.2.
If an Arizona Risk and Authorization Management Program (AZRAMP) is required, it
will generally follow these steps, each of which shall be completed by the Contractor
upon request by the State:
3.2.1.
If the Contractor will be using proprietary infrastructure to host the solution
or service that will be handling State Data, Contractor shall complete the
appropriate AZRAMP control sheet based on the classification of the State
Data
involved:
AZRAMP
Level
2
Low
Impact
Control
Sheet
(https://azdohs.gov/sites/default/files/azramp-level-2-low-impact-control-she
et_0.xlsx)
for Public State Data; or AZRAMP Level 3 Moderate Impact Control Sheet
(https://azdohs.gov/sites/default/files/azramp-level-3-moderate-impact-contr
ol-sheet_0.xlsx) for Confidential State Data.
3.2.1.1.
If the Contractor will be using solely an environment provided
by a Cloud Service Provider (CSP), the Contractor shall notify
AZDOHS GRC team, via grc@azdohs.gov, of the CSP they will
be using to handle State Data under the Contract.
3.2.2.
Contractor shall provide Information Security documentation for the
AZRAMP assessment to include System Security Plan (SSP), Written
Information Security Programs (WISP), or supporting written IT policies for
review of the assessment.
3.2.3.
Note regarding the confidential treatment of Contractor information:
3.2.3.1.
The State of Arizona seeks a partnership with our supporting
vendors, therefore, Non-Disclosure Agreements (NDA) for

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release to review submitted SSPs, WISPs, or written IT
policies will not be considered.
3.2.3.2.
Submitted SSPs, WISPs, 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:
GRC@AZDOHS.gov to make special arrangements for the
transfer of these documents.
3.2.4.
If applicable to this Solicitation, Contractor shall complete and submit with
the Offer an unedited and signed State of Arizona Health Insurance
Portability and Accountability Act (HIPAA) Business Associate Addendum
(BAA).
3.2.5.
All contract awards are contingent on the successful completion of the
AZRAMP Level 2 Low Impact (Public State Data) or the AZRAMP Level 3
Moderate Impact (Confidential State Data) assessment.
3.3.
The State reserves the right to conduct risk assessments, vulnerability assessments,
black-box penetration tests or hire a third party to conduct risk assessments,
vulnerability assessments, and black-box penetration tests of the Contractor’s
environment. Contractor will be alerted in advance and arrangements made for an
agreeable time. Contractor shall respond to all flaws deemed serious by the State
when discovered by providing an acceptable timeframe to resolve the issue and/or
implement a compensating control(s).
3.4.
Upon request, Contractor shall submit copies of system logs from Contractor’s
environment to the State of AZ security team in the format requested to be added to
the State SIEM (Security Information Event Monitor) or IDS (Intrusion Detection
System).
3.5.
Contractor shall comply with all applicable State and Federal laws and regulations,
including, but not limited to, the following (please note that the links are provided for
convenience only and may change):
3.5.1.
State of Arizona statewide policies, standards and procedures:
https://azdohs.gov/information-technology-it-policies-standards-and-proced
ures;

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3.5.2.
Federal Information Security Modernization Act of 2014 (FISMA):
https://csrc.nist.gov/topics/laws-and-regulations/laws/fisma;
3.5.3.
OMB Circular A-130:
https://www.federalregister.gov/documents/2016/07/28/2016-17872/revision
-of-omb-circular-no-a-130-managing-information-as-a-strategic-resource;
3.5.4.
National Cyber Strategy of the United States of America:
https://www.cisa.gov/executive-order-strengthening-cybersecurity-federal-n
etworks-and-critical-infrastructure;
3.5.5.
Health Insurance Portability and Accountability Act (HIPAA) including
Business Associate Agreement/ Health Information Technology for
Economic
and
Clinical
Health
Act
(HITECH):
https://www.hhs.gov/hipaa/index.html;
3.5.6.
Tax Information Security Guidelines For Federal, State and Local Agencies:
Safeguards for Protecting Federal Tax Returns and Return Information
(I.R.S. Publication 1075): https://www.irs.gov/pub/irs-pdf/p1075.pdf;
3.5.7.
Criminal Justice Information Services Security Policy (CJIS):
https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center;
3.5.8.
Centers for Medicare & Medicaid Services (CMS), Minimum Acceptable
Risk Standards for Exchanges (MARS-E):
https://www.cms.gov/CCIIO/Resources/Regulations-and-Guidance/Downlo
ads/2-MARS-E-v2-0-Minimum-Acceptable-Risk-Standards-for-Exchanges-1
1102015.pdf;
3.5.9.
A.R.S. §18-104 - Arizona Department of Administration, Arizona Strategic
Enterprise Technology (ADOA-ASET), Powers and duties of the agency:
https://www.azleg.gov/arsDetail/?title=18;
3.5.10.
A.R.S. §41-4282 - Statewide Information Security and Privacy Office
(SISPO):
https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars
/41/04282.htm
3.5.11.
A.R.S. §18-551 - Definitions Information Security Including PII:
https://www.azleg.gov/ars/18/00551.htm;

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3.5.12.
A.R.S. §18-552 - Notification of security system breaches; requirements;
enforcement; civil penalty; preemption; exceptions:
https://www.azleg.gov/ars/18/00552.htm;
3.5.13.
Arizona Executive Order 2008-10 – Mitigating Cyber Security Threats:
https://aset.az.gov/node/428;
3.5.14.
SIPC Memorandum of Understanding (MOU):
https://www.sipc.org/about-sipc/;
3.5.15.
State Environmental policies: https://azdeq.gov/LawsAndRules;
3.5.16.
Family Education Rights Privacy Act (FERPA):
https://www2.ed.gov/policy/gen/guid/fpco/ferpa/index.html?src=rn;
3.5.17.
Driver’s Privacy Protection Act (DPPA):
https://azdot.gov/motor-vehicles/driver-services/driver-license-information/m
otor-vehicle-records;
3.5.18.
Incident Response Reporting program and system:
https://azdohs.gov/sites/default/files/p8240-incident-response-planning_0.p
df;
3.5.19.
State of Arizona Library, Archives and Public Records, Records
Management Division, General Retention Schedules
https://azlibrary.gov/branches/archives-records-management; and
3.5.20.
Payment Card Industry (PCI) Security Standards including but not limited to
Supplemental
Documents,
Information Supplements and Validation
Requirements: https://www.pcisecuritystandards.org.

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Uniform Terms and Conditions
Request for Proposal
Solicitation No. BPM007213
Statewide Moving and Relocation Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

Uniform Terms and Conditions
Uniform Terms and Conditions 10.5
1.
Definition of Terms. As used in this Solicitation and any resulting Contract, the terms listed below
are defined as follows:
1.1.
“AI” means the science and engineering of making machines capable of performing
tasks that are typically associated with human intelligence, such as learning and
problem-solving, and includes without limitation: AI systems, classic AI, external AI,
generative AI, and large language model (LLM) AI.
1.2.
“Attachment” means any item the Solicitation which requires the Offeror to submit as part
of the Offer.
1.3.
“Contract” means the combination of the Solicitation, including the Instructions to
Offerors, the Uniform and Special Terms and Conditions, and the Specifications and
Statement or Scope of Work; the Offer and any Best and Final Offers; and any
Solicitation Amendments or Contract Amendments.
1.4.
"Contract Amendment" means a written document signed by the Procurement Officer
that is issued for the purpose of making changes in the Contract.
1.5.
“Contractor” means any person who has a Contract with the State.
1.6.
“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.
1.7.
“Days” means calendar days unless otherwise specified.
1.8.
“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.
1.9.
“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.
1.10.
“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.

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1.11.
“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.
1.12.
“Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor
which does not involve the delivery of a specific end product other than required reports
and performance, but does not include employment agreements or collective bargaining
agreements.
1.13.
“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.
1.14.
“State Fiscal Year” means the period beginning with July 1 and ending June 30.
1.15.
“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.
1.16.
“Subcontractor” means a person who contracts to perform work or render Services to a
Contractor or to another Subcontractor as a part of a Contract with the State.
2.
Contract Interpretation
2.1.
Arizona Law. The Arizona law applies to this Contract including, where applicable, the
Uniform Commercial Code as adopted by the State of Arizona and the Arizona
Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its
implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.
2.2.
Implied Contract Terms. Each provision of law and any terms required by law to be in
this Contract are a part of this Contract as if fully stated in it.
2.3.
Contract Order of Precedence. In the event of a conflict in the provisions of the Contract,
as accepted by the State and as they may be amended, the following shall prevail in the
order set forth below:
2.3.1.
Special Terms and Conditions;
2.3.2.
Uniform Terms and Conditions;
2.3.3.
Statement or Scope of Work;
2.3.4.
Specifications;
2.3.5.
Attachments;
2.3.6.
Exhibits; then

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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.

2.4.
Relationship of Parties. The Contractor under this Contract is an independent Contractor.
Neither party to this Contract shall be deemed to be the employee or agent of the other
party to the Contract.
2.5.
Severability. The provisions of this Contract are severable. Any term or condition
deemed illegal or invalid shall not affect any other term or condition of the Contract.
2.6.
No Parol Evidence. This Contract is intended by the parties as a final and complete
expression of their agreement. No course of prior dealings between the parties and no
usage of the trade shall supplement or explain any terms used in this document and no
other understanding either oral or in writing shall be binding.
2.7.
No Waiver. Either party’s failure to insist on strict performance of any term or condition of
the Contract shall not be deemed a waiver of that term or condition even if the party
accepting or acquiescing in the nonconforming performance knows of the nature of the
performance and fails to object to it.
3.
Contract Administration and Operation
3.1.
Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall
contractually require each Subcontractor to retain any and all Data and other “records”
relating to the acquisition and performance of the Contract for a period of five (5) years
after the completion of the Contract. All records shall be subject to inspection and audit
by the State at reasonable times. Upon request, the Contractor shall produce a legible
copy of any or all such records.
3.2.
Non-Discrimination. The Contractor shall comply with State Executive Order Nos.
2023-09, 2023-01, 2009-09, and any and all other applicable Federal and State laws,
rules and regulations, including the Americans with Disabilities Act.
3.3.
Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five
(5) years thereafter, the Contractor’s or any Subcontractor’s books and records shall be
subject to audit by the State and, where applicable, the Federal Government, to the
extent that the books and records relate to the performance of the Contract or
Subcontract.
3.4.
Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its
facilities, Subcontractor facilities, and the Contractor’s processes or services, at
reasonable times for inspection of the facilities or Materials covered under this Contract
as required under A.R.S. § 41-2547. The State shall also have the right to test, at its own

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cost, the Materials to be supplied under this Contract. Neither inspection of the
Contractor’s facilities nor Materials testing shall constitute final acceptance of the
Materials or Services. If the State determines non-compliance of the Materials, the
Contractor shall be responsible for the payment of all costs incurred by the State for
testing and inspection.
3.5.
Notices. Notices to the Contractor required by this Contract shall be made by the State
to the person indicated on the Offer and Acceptance form submitted by the Contractor
unless otherwise stated in the Contract. Notices to the State required by the Contract
shall be made by the Contractor to the Solicitation Contact Person indicated on the
Solicitation, stated in the Contract, or listed on the State’s eProcurement system. An
authorized Procurement Officer and an authorized Contractor representative may
change their respective person to whom notice shall be given by written notice to the
other and an amendment to the Contract shall not be necessary.
3.6.
Advertising, Publishing and Promotion of Contract. The Contractor shall not use,
advertise or promote information for commercial benefit concerning this Contract without
the prior written approval of the Procurement Officer.
3.7.
Continuous Improvement. Contractor shall recommend continuous improvements on an
ongoing basis in relation to any Materials and Services offered under the Contract, with a
view to reducing State costs and improving the quality and efficiency of the provision of
Materials or Services. State may require Contractor to engage in continuous
improvements throughout the term of the Contract.
3.8.
Other Contractors. State may undertake on its own or award other contracts to the same
or other suppliers for additional or related work. In such cases, the Contractor shall
cooperate fully with State employees and such other suppliers and carefully coordinate,
fit, connect, accommodate, adjust, or sequence its work to the related work by others.
Where the Contract requires handing-off Contractor’s work to others, Contractor shall
cooperate as State instructs regarding the necessary transfer of its work product,
Materials, Services, or records to State or the other suppliers. Contractor shall not
commit or permit any act that interferes with the State’s or other suppliers’ performance
of their work, provided that, State shall enforce the foregoing section equitably among all
its suppliers so as not impose an unreasonable burden on any one of them.
3.9.
Ownership of Intellectual Property
3.9.1.
Rights In Work Product. All intellectual property originated or prepared by
Contractor pursuant to the Contract, including but not limited to, inventions,
discoveries, intellectual copyrights, trademarks, trade names, trade secrets,
technical communications, records reports, computer programs and other
documentation or improvements thereto, including Contractor’s administrative
communications and records relating to the Contract, are considered work

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product and Contractor’s property, provided that, State has Government
Purpose Rights to that work product as and when it was delivered to State.
3.9.2.
“Government Purpose Rights” are:
3.9.2.1.
the unlimited, perpetual, irrevocable, royalty free, non-exclusive,
worldwide right to use, modify, reproduce, release, perform, display,
sublicense, disclose and create derivatives from that work product
without restriction for any activity in which State is a party;
3.9.2.2.
the right to release or disclose that work product to third parties for
any State government purpose; and
3.9.2.3.
the right to authorize those to whom it rightfully releases or
discloses that work product to use, modify, release, create
derivative works from the work product for any State government
purpose; such recipients being understood to include the federal
government, the governments of other states, and various local
governments.
3.9.3.
“Government Purpose Rights” do not include any right to use, modify,
reproduce, perform, release, display, create derivative works from or disclose
that work product for any commercial purpose, or to authorize others to do so.
3.9.4.
Joint Developments. The Contractor and State may each use equally any
ideas, concepts, know-how, or techniques developed jointly during the course
of the Contract, and may do so at their respective discretion, without obligation
of notice or accounting to the other party.
3.9.5.
Pre-existing Material. All pre-existing software and other Materials developed
or otherwise obtained by or for Contractor or its affiliates independently of the
Contract or applicable Purchase Orders are not part of the work product to
which rights are granted State under subparagraph 3.9.1 above, and will
remain the exclusive property of Contractor, provided that:
3.9.5.1.
any derivative works of such pre-existing Materials or elements
thereof that are created pursuant to the Contract are part of that
work product;
3.9.5.2.
any elements of derivative work of such pre-existing Materials that
was not created pursuant to the Contract are not part of that work
product; and

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3.9.5.3.
except as expressly stated otherwise, nothing in the Contract is to
be construed to interfere or diminish Contractor’s or its affiliates’
ownership of such pre-existing Materials.
3.9.6.
Developments Outside Of Contract. Unless expressly stated otherwise in the
Contract, this Section does not preclude Contractor from developing
competing Materials outside the Contract, irrespective of any similarity to
Materials delivered or to be delivered to State hereunder.
3.10.
Property of the State. If there are any materials that are not covered by Section 3.9
above created under this Contract, including but not limited to, reports and other
deliverables, these materials are the sole property of the State. The Contractor is not
entitled to a patent or copyright on those materials and may not transfer the patent or
copyright to anyone else. The Contractor shall not use or release these materials without
the prior written consent of the State.
3.11.
Federal Immigration and Nationality Act. Contractor shall comply with all federal, state
and local immigration laws and regulations relating to the immigration status of their
employees during the term of the contract. Further, Contractor shall flow down this
requirement to all Subcontractors utilized during the term of the contract. The State shall
retain the right to perform random audits of Contractor and Subcontractor records or to
inspect papers of any employee thereof to ensure compliance. Should the State
determine that the Contractor or any Subcontractors be found noncompliant, the State
may pursue all remedies allowed by law, including, but not limited to: suspension of
work, termination of the contract for default and suspension or debarment of the
contractor.
3.12.
E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants
compliance with all Federal immigration laws and regulations relating to employees and
warrants its compliance with Section A.R.S. § 23- 214, Subsection A.
3.13.
Offshore Performance of Work involving Data is Prohibited. Any Services that are
described in the specifications or scope of work that directly serve the State of Arizona or
its clients and involve access to Data shall be performed within the defined territories of
the United States.
3.14.
Protection of State Cybersecurity Interests. The Contractor shall comply with State
Executive Order No. 2023-10, which includes, but is not limited to, a prohibition against
(a) downloading and installing of TikTok on all State-owned and State-leased information
technology; and (b) accessing TikTok through State information technology.
3.15.
Artificial Intelligence (AI) Prohibitions. Consistent with State policy, if Contractor supplies
AI Services or Materials (either directly or through Subcontractors or the sale of
licenses), such as research, development, training, implementation, deployment,

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maintenance, provision, or sale of AI systems, then Contractor is prohibited from using
State of Arizona Materials or Data in generative AI queries or for building or training
proprietary generative AI programs unless explicitly approved in advance by the State in
writing.
3.15.1.
Contractor shall also disclose the utilization of generative AI before producing
works owned by the State and/or integrating generative AI into Materials or
Services used by the State.
3.15.2.
Contractor shall perform due diligence to ensure proper licensure of model
training data for all generative AI services.
3.16.
Certifications Required by State Law.
3.16.1.
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.
3.16.2.
Contractor further certifies that it shall comply with A.R.S. § 35-394, regarding
use of the forced labor of ethnic Uyghurs, as applicable.
4.
Costs and Payments
4.1.
Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net
30 days. Upon receipt and acceptance of Materials or Services, the Contractor shall
submit a complete and accurate invoice for payment from the State within thirty (30)
days.
4.2.
Delivery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319, all prices shall
be F.O.B. (“free on board”) Destination and shall include all freight delivery and
unloading at the destination.
4.3.
Firm, Fixed Price. Unless stated otherwise in the Special Terms and Conditions of the
Contract, all prices shall be firm-fixed-prices.
4.4.
Applicable Taxes
4.4.1.
Payment of Taxes. The Contractor shall be responsible for paying all applicable
taxes.
4.4.2.
State and Local Transaction Privilege Taxes. The State of Arizona is subject to
all applicable state and local transaction privilege taxes. Transaction privilege
taxes apply to the sale and are the responsibility of the seller to remit. Failure to
collect such taxes from the buyer does not relieve the seller from its obligation
to remit taxes.

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4.4.3.
Tax Indemnification. Contractor and all Subcontractors shall pay all Federal,
state and local taxes applicable to its operation and any persons employed by
the Contractor. Contractor shall, and require all Subcontractors to hold the
State harmless from any responsibility for taxes, damages and interest, if
applicable, contributions required under Federal, and/or state and local laws
and regulations and any other costs including transaction privilege taxes,
unemployment compensation insurance, Social Security and Worker’s
Compensation.
4.4.4.
I.R.S. W9 Form. In order to receive payment the Contractor shall have a
current I.R.S. W9 Form on file with the State of Arizona, unless not required by
law.
4.5.
Availability of Funds for the Next State Fiscal Year. Funds may not presently be available
for performance under this Contract beyond the current State Fiscal Year. No legal
liability on the part of the State for any payment may arise under this Contract beyond
the current State Fiscal Year until funds are made available for performance of this
Contract.
4.6.
Availability of Funds for the Current State Fiscal Year. Should the State Legislature enter
back into session and reduce the appropriations or for any reason and these Materials or
Services are not funded, the State may take any of the following actions:
4.6.1.
Accept a decrease in price offered by the Contractor;
4.6.2.
Cancel the Contract; or
4.6.3.
Cancel the Contract and re-solicit the requirements.

5.
Contract Changes
5.1.
Amendments. This Contract is issued under the authority of the Procurement Officer who
signed this Contract. The Contract may be modified only through a Contract Amendment
within the scope of the Contract. Changes to the Contract, including the addition of
Services or Materials, the revision of payment terms, or the substitution of Services or
Materials, directed by a person who is not specifically authorized by the Procurement
Officer in writing or made unilaterally by the Contractor are violations of the Contract and
of applicable law. Such changes, including unauthorized written Contract Amendments
shall be void and without effect, and the Contractor shall not be entitled to any claim
under this Contract based on those changes.
5.2.
Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for
the performance of this Contract without the advance written approval of the
Procurement Officer as described in Arizona State Procurement Office Standard
Procedure 002. The Contractor shall clearly list any proposed Subcontractors and the

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Subcontractor’s proposed responsibilities. The Subcontract shall incorporate by
reference the terms and conditions of this Contract.
5.3.
Assignment and Delegation. The Contractor shall not assign any right nor delegate any
duty under this Contract without the prior written approval of the Procurement Officer.
The State shall not unreasonably withhold approval.
6.
Risk and Liability
6.1.
Risk of Loss. The Contractor shall bear all loss of conforming Materials covered under
this Contract until received by authorized personnel at the location designated in the
purchase order or Contract. Mere receipt does not constitute final acceptance. The risk
of loss for nonconforming Materials shall remain with the Contractor regardless of
receipt.
6.2.
Indemnification
6.2.1.
Contractor/Vendor Indemnification (Not Public Agency).To the fullest extent
permitted by law, Contractor shall defend, indemnify, and hold harmless the
State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees (hereinafter referred to as
“Indemnitee”) from and against any and all claims, actions, liabilities, damages,
losses, or expenses (including court costs, attorneys’ fees, and costs of claim
processing, investigation and litigation) (hereinafter referred to as “Claims”) for
bodily injury or personal injury (including death), or loss or damage to tangible
or intangible property caused, or alleged to be caused, in whole or in part, by
the negligent or willful acts or omissions of Contractor or any of its owners,
officers, directors, agents, employees or Subcontractors. This indemnity
includes any claim or amount arising out of, or recovered under, the Workers’
Compensation Law or arising out of the failure of such Contractor to conform to
any federal, state, or local law, statute, ordinance, rule, regulation, or court
decree. It is the specific intention of the parties that the Indemnitee shall, in all
instances, except for Claims arising solely from the negligent or willful acts or
omissions of the Indemnitee, be indemnified by Contractor from and against
any and all claims. It is agreed that Contractor will be responsible for primary
loss investigation, defense, and judgment costs where this indemnification is
applicable. In consideration of the award of this contract, the Contractor agrees
to waive all rights of subrogation against the State of Arizona, its officers,
officials, agents, and employees for losses arising from the work performed by
the Contractor for the State of Arizona. This indemnity shall not apply if the
Contractor or Subcontractor(s) is/are an agency, board, commission or
university of the State of Arizona.

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6.2.2.
Public Agency Language Only. Each party (as 'indemnitor') agrees to
indemnify, defend, and hold harmless the other party (as 'indemnitee') from and
against any and all claims, losses, liability, costs, or expenses (including
reasonable attorney's fees) (hereinafter collectively referred to as 'claims')
arising out of bodily injury of any person (including death) or property damage
but only to the extent that such claims which result in vicarious/derivative
liability to the indemnitee, are caused by the act, omission, negligence,
misconduct, or other fault of the indemnitor, its officers, officials, agents,
employees, or volunteers.
6.3.
Indemnification - Patent and Copyright. The Contractor shall indemnify and hold
harmless the State against any liability, including costs and expenses, for infringement of
any patent, trademark or copyright arising out of Contract performance or use by the
State of Materials furnished or work performed under this Contract. The State shall
reasonably notify the Contractor of any claim for which it may be liable under this
paragraph. If the Contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this
paragraph shall not apply.
6.4.
Force Majeure.
6.4.1.
Except for payment of sums due, neither the Contractor nor State shall be
liable to the other nor deemed in default under this Contract if and to the extent
that such party’s performance of this Contract is prevented by reason of force
majeure. The term “force majeure” means an occurrence that is beyond the
control of the party affected and occurs without its fault or negligence. Without
limiting the foregoing, force majeure includes: acts of God, acts of the public
enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood,
lockouts, injunctions-intervention-acts, failures or refusals to act by government
authority, and other similar occurrences beyond the control of the party
declaring force majeure which such party is unable to prevent by exercising
reasonable diligence.
6.4.2.
Force Majeure shall not include the following occurrences:
6.4.2.1.
Late delivery of equipment, Materials, or Services caused by
congestion at a manufacturer’s plant or elsewhere, or an oversold
condition of the market;

6.4.2.2.
Late performance by a Subcontractor unless the delay arises out of
a force majeure occurrence in accordance with this force majeure
term and condition; or

6.4.2.3.
Inability of either the Contractor or any Subcontractor to acquire or
maintain any required insurance, bonds, licenses or permits.

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6.4.3.
If either the Contractor or State is delayed at any time in the progress of the
work by force majeure, the delayed party shall notify the other party in writing of
such delay, as soon as is practicable and no later than the following working
day, of the commencement thereof and shall specify the causes of such delay
in such notice. Such notice shall be delivered or mailed certified-return receipt
and shall make a specific reference to this article, thereby invoking its
provisions. The delayed party shall cause such delay to cease as soon as
practicable and shall notify the other party in writing when it has done so. The
time of completion shall be extended by Contract Amendment for a period of
time equal to the time that results or effects of such delay prevent the delayed
party from performing in accordance with this Contract.
6.4.4.
Any delay or failure in performance by either party hereto shall not constitute
default hereunder or give rise to any claim for damages or loss of anticipated
profits if, and to the extent that such delay or failure is caused by force majeure.
6.5.
Third Party Antitrust Violations. The Contractor assigns to the State any claim for
overcharges resulting from antitrust violations to the extent that those violations concern
Materials or Services supplied by third parties to the Contractor, toward fulfillment of this
Contract.
7.
Warranties
7.1.
Liens. The Contractor warrants that the Materials supplied under this Contract are free of
liens and shall remain free of liens.
7.2.
Quality. Unless otherwise modified elsewhere in the Special Terms and Conditions, the
Contractor warrants that, for one (1) year after acceptance by the State of the Materials,
they shall be:
7.2.1.
Of a quality to pass without objection in the trade under the Contract
description;
7.2.2.
Fit for the intended purposes for which the Materials are used;
7.2.3.
Within the variations permitted by the Contract and are of even kind, quantity,
and quality within each unit and among all units;
7.2.4.
Adequately contained, packaged, and marked as the Contract may require; and
7.2.5.
Conform to the written promises or affirmations of fact made by the Contractor.

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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, government corporation or other
establishment or official of the executive branch or corporation commission of the State
of Arizona). Federal requirements may be incorporated into this Contract, if required,
pursuant to A.R.S. § 41-2637. Contractor shall maintain any and all applicable license
and permit requirements. This requirement includes, but is not limited to, any and all
Arizona state statutes that impact state contracts, regardless of whether those statutory
references have been removed during the course of contract negotiations; this is notice

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to Contractors that the State does not have the authority to modify Arizona state law by
contract.
7.7.
Intellectual Property. Contractor warrants that the Materials and Services do not and will
not infringe or violate any patent, trademark, copyright, trade secret, or other intellectual
property rights or laws, except only to the extent the Specifications do not permit use of
any other product and Contractor is not and cannot reasonably be expected to be aware
of the infringement or violation.
7.8.
Licenses and Permits. Contractor warrants that it will maintain all licenses required to
fully perform its duties under the Contract and all required permits valid and in force.
7.9.
Operational Continuity. Contractor warrants that it will perform without relief
notwithstanding being sold or acquired; no such event will operate to mitigate or alter
any of Contractor’s duties hereunder absent a consented delegation under paragraph
5.3 [Assignment and Delegation] that expressly recognizes the event.
7.10.
Performance in Public Health Emergency. Contractor warrants that it will:
7.10.1.
Have in effect, promptly after commencement, a plan for continuing
performance in the event of a declared public health emergency that
addresses, at a minimum:
7.10.1.1.
Identification of response personnel by name;
7.10.1.2.
Key succession and performance responses in the event of
sudden and significant decrease in workforce; and
7.10.1.3.
Alternative avenues to keep sufficient product on hand or in the
supply chain.
7.10.2.
Provide a copy of its current plan to State within three (3) business days after
State’s written request. If Contractor claims relief under paragraph 6.4 [Force
Majeure] for an occurrence of force majeure that is a declared public health
emergency, then that relief will be conditioned on Contractor having first
implemented its plan and exhausted all reasonable opportunity for that plan
implementation to overcome the effects of that occurrence, or mitigate those
effects to the extent that overcoming entirely is not practicable.
7.10.3.
A request from the State related to this paragraph 7.10 does not necessarily
indicate that there has been an occurrence of force majeure, and the
Contractor will not be entitled to any additional compensation or extension of
time by virtue of having to implement a plan.

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7.10.4.
Failure to have or implement an appropriate plan will be a material breach of
contract.
7.11.
Lobbying
7.11.1.
Prohibition. Contractor warrants that it will not engage in lobbying activities,
as defined in 40 Code of Federal Regulations (CFR) part 34 and A.R.S. §
41-1231, et seq., using monies awarded under the Contract, provided that,
the foregoing does not intend to constrain Contractor's use of its own monies
or property, including without limitation any net proceeds duly realized under
the Contract or any value thereafter derived from those proceeds; and upon
award of the Contract, it will disclose all lobbying activities to State to the
extent they are an actual or potential conflict of interest or where such
activities could create an appearance of impropriety. Contractor shall
implement and maintain adequate controls to assure compliance with above.
Contractor shall obtain an equivalent warranty from all Subcontractors and
shall include an equivalent no-lobbying provision in all Subcontracts.
7.11.2.
Exception. This paragraph 7.11 does not apply to the extent that the
Services are defined in the Contract as being lobbying for State’s benefit or
on State’s behalf.
7.12.
Covered Telecommunications or Services. Contractor warrants that the Materials and
Services rendered under this Agreement will not require Contractor to use for the State,
or provide to the State to use, "covered telecommunications equipment or Services" as a
substantial or essential component of any system, or as critical technology as part of any
system, within the meaning of Federal Acquisition Regulation (“FAR”) Section
52.204-25.
7.13.
Debarment, Suspension, U.S. Government Restricted Party Lists. Contractor warrants
that it is not, and its Subcontractors are not, on the U.S. government’s Denied Parties
List, the Unverified List, the Entities List, the Specially Designated Nationals and
Blocked Parties List, and neither the Contractor nor any Subcontractors are presently
debarred, suspended, proposed for debarment or otherwise declared ineligible for award
of federal contracts or participation in federal assistance programs or activities.
7.14.
False Statements. Contractor represents and warrants that all statements and
information Contractor prepared and submitted in response to the Solicitation or as part
of the Contract documents are current, complete, true, and accurate. If the Procurement
Officer determines that Contractor submitted an Offer or Bid with a false statement, or
makes material misrepresentations during the performance of the Contract, the
Procurement Officer may determine that Contractor has materially breached the
Contract and may void the submitted Offer or Bid and any resulting Contract.

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7.15.
Survival of Rights and Obligations after Contract Expiration or Termination.
7.15.1.
Survival of Warranty. All representations and warranties made by Contractor
under the Contract will survive the expiration or earlier termination of the
Contract.
7.15.2.
Contractor's Representations and Warranties. All representations and
warranties made by the Contractor under this Contract shall survive the
expiration or termination hereof. In addition, the parties hereto acknowledge
that pursuant to A.R.S. § 12-510, except as provided in A.R.S. § 12- 529, the
State is not subject to or barred by any limitations of actions prescribed in
A.R.S., Title 12, Chapter 5.
7.15.3.
Purchase Orders. The Contractor shall, in accordance with all terms and
conditions of the Contract, fully perform and shall be obligated to comply with
all purchase orders received by the Contractor prior to the expiration or
termination hereof, unless otherwise directed in writing by the Procurement
Officer, including, without limitation, all purchase orders received prior to but
not fully performed and satisfied at the expiration or termination of this
Contract.
8.
State's Contractual Remedies
8.1.
Right to Assurance. If the State in good faith has reason to believe that the Contractor
does not intend to, or is unable to perform or continue performing under this Contract,
the Procurement Officer may demand in writing that the Contractor give a written
assurance of intent to perform. Failure by the Contractor to provide written assurance
within the number of Days specified in the demand may, at the State’s option, be the
basis for terminating the Contract under the Uniform Terms and Conditions or other
rights and remedies available by law or provided by the contract.
8.2.
Stop Work Order.
8.2.1.
The State may, at any time, by written order to the Contractor, require the
Contractor to stop all or any part of the work called for by this Contract for
period(s) of days indicated by the State after the order is delivered to the
Contractor. The order shall be specifically identified as a stop work order issued
under this clause. Upon receipt of the order, the Contractor shall immediately
comply with its terms and take all reasonable steps to minimize the incurrence
of costs allocable to the work covered by the order during the period of work
stoppage.
8.2.2.
If a stop work order issued under this clause is canceled or the period of the
order or any extension expires, the Contractor shall resume work. The

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Procurement Officer shall make an equitable adjustment in the delivery
schedule or Contract price, or both, and the Contract shall be amended in
writing accordingly.
8.3.
Non-exclusive Remedies. The rights and the remedies of the State under this Contract
are not exclusive.
8.4.
Nonconforming Tender. Materials or Services supplied under this Contract shall fully
comply with the Contract. The delivery of Materials or Services or a portion of the
Materials or Services that do not fully comply constitutes a breach of contract. On
delivery of nonconforming Materials or Services, the State may terminate the Contract
for default under applicable termination clauses in the Contract, exercise any of its rights
and remedies under the Uniform Commercial Code, or pursue any other right or remedy
available to it.
8.5.
Right of Offset. The State shall be entitled to offset against any sums due the Contractor,
any expenses or costs incurred by the State, or damages assessed by the State
concerning the Contractor’s non-conforming performance or failure to perform the
Contract, including expenses, costs and damages described in the Uniform Terms and
Conditions.
9.
Contract Termination
9.1.
Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel
this Contract within three (3) years after Contract execution without penalty or further
obligation if any person significantly involved in initiating, negotiating, securing, drafting
or creating the Contract on behalf of the State is or becomes at any time while the
Contract or an extension of the Contract is in effect an employee of or a consultant to
any other party to this Contract with respect to the subject matter of the Contract. The
cancellation shall be effective when the Contractor receives written notice of the
cancellation unless the notice specifies a later time. If the Contractor is a political
subdivision of the State, it may also cancel this Contract as provided in A.R.S. § 38-511.
9.2.
Gratuities. The State may, by written notice, terminate this Contract, in whole or in part, if
the State determines that employment or a Gratuity was offered or made by the
Contractor or a representative of the Contractor to any officer or employee of the State
with the purpose of influencing the outcome of the procurement or securing the Contract,
an amendment to the Contract, or favorable treatment concerning the Contract, including
the making of any determination or decision about contract performance. The State, in
addition to any other rights or remedies, shall be entitled to recover exemplary damages
in the amount of three (3) times the value of the Gratuity offered by the Contractor.
9.3.
Suspension or Debarment. The State may, by written notice to the Contractor,
immediately terminate this Contract if the State determines that the Contractor has been

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debarred, suspended or otherwise lawfully prohibited from participating in any public
procurement activity, including but not limited to, being disapproved as a Subcontractor
of any public procurement unit or other governmental body. Submittal of an offer or
execution of a contract shall attest that the Contractor is not currently suspended or
debarred. If the Contractor becomes suspended or debarred, the Contractor shall
immediately notify the State.
9.4.
Termination for Convenience. The State reserves the right to terminate the Contract, in
whole or in part at any time when in the best interest of the State, without penalty or
recourse. Upon receipt of the written notice, the Contractor shall stop all work, as
directed in the notice, notify all Subcontractors of the effective date of the termination
and minimize all further costs to the State. In the event of termination under this
paragraph, all documents, Data and reports prepared by the Contractor under the
Contract shall become the property of and be delivered to the State upon demand. The
Contractor shall be entitled to receive just and equitable compensation for work in
progress, work completed, and Materials or Services accepted before the effective date
of the termination. The cost principles and procedures provided in A.R.S. § 41-2543 and
A.A.C. Title 2, Chapter 7, Article 7, shall apply.
9.5.
Termination for Default.
9.5.1.
In addition to the rights reserved in the contract, the State may terminate the
Contract in whole or in part due to the failure of the Contractor to comply with
any term or condition of the Contract, to acquire and maintain all required
insurance policies, bonds, licenses and permits, or to make satisfactory
progress in performing the Contract. The Procurement Officer shall provide
written notice of the termination and the reasons for it to the Contractor.
9.5.2.
Upon termination under this paragraph, all goods, Materials, documents, Data,
and reports prepared by the Contractor under the Contract shall become the
property of and be delivered to the State on demand.
9.5.3.
The State may, upon termination of this Contract, procure, on terms and in the
manner that it deems appropriate, Materials or Services to replace those under
this Contract. The Contractor shall be liable to the State for any excess costs
incurred by the State in procuring Materials or Services in substitution for those
due from the Contractor.
9.6.
Continuation of Performance Through Termination. The Contractor shall continue to
perform, in accordance with the requirements of the Contract, up to the date of
termination, as directed in the termination notice.

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10.
Contract Claims
All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title
41, Chapter 23, Article 9, and rules adopted thereunder.
11.
Arbitration
The parties to this Contract agree to resolve all disputes arising out of or relating to this Contract
through arbitration, after exhausting applicable administrative review, to the extent required by
A.R.S. § 12-1518, except as may be required by other applicable statutes (A.R.S. Title 41).
Exhibit A

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Exhibit A
Request for Proposal
Solicitation No. BPM007213
Statewide Moving and Relocation Services
Arizona Department of Administration
State Procurement Office
1802 W. Jackson, #100
Phoenix, AZ 85007

Exhibit A
State of Arizona County Map

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