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City of El Mirage — Regular Meeting (2026-07-07)

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Contract Amendment

Arizona Department of
CTR074973
Contract Amendment No. 4
Administration
State Procurement Office

100 N. 15th Avenue, Suite 402

Phoenix, AZ 85007
Effective Date: 05/15/2025

Secure Printing & Mailing Services

Sebis Direct Inc – Information Outsource

This Contract Amendment Number 3 is to extend the contract in accordance with the Special Terms and Conditions,
Section 5.1 Contract Amendments.

The contract is hereby extended to April 30, 2027.

RECITALS

The State and Supplier entered into that certain agreement title Master Service Agreement effective as
of May 1, 2023 pursuant to which Supplier is to provide Secure Printing & Mailing Services.

Thereafter, Amendment One (1) to extend the contract period from May 1, 2024 to April 30, 2025 was
executed on March 5, 2024.

Thereafter, Amendment Two (2) to extend the contract period from May 1, 2025, to April 30, 2026, was
executed on February 25, 2025.

Thereafter, Amendment Three (3) to incorporate the term, “Each year Contractor will permanently delete all
1099 and 1042 data 6 months after the completion of the project. Contractor will provide confirmation in
writing to ASRS that data has been deleted within 10 business days of deletion.” was executed on May 15,
2025.

ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN
UNCHANGED

Scope of Work
Request for Proposal
Solicitation No. BPM04682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 5

1.0
PURPOSE AND BACKGROUND

1.1
Purpose. The State of Arizona, State Procurement Office is seeking as authorized
under A.R.S. § 41-2501 to establish one or more “Statewide” contracts to satisfy the
needs of the state agencies, boards, and commissions, as well as participating
purchasing cooperative members (collectively, the Eligible Agencies) to provide
“Secure Printing & Mailing of Financial and Confidential Documents”.

1.2
Background. The State of Arizona intends to implement contract(s) for the
purchase of Secure Printing & Mailing services, to safeguard the transfer and
production of sensitive information, including the secure printing of IRS forms (i.e.
W-2, 1099-MISC forms), checks, and other documents that contain confidential
information.

1.3
Definitions/Acronyms used in this Scope of Work and related documents, unless
otherwise defined:

1.3.1 Arizona Risk and Authorization Management Program (AZRAMP) used
to evaluate Cloud services, and has three levels of control review:
■ AZ Mandatory Control Baseline: 35 Controls
■ NIST Low Impact Control Baseline: Public Data Classification
■ NIST Moderate Impact Control Baseline: Confidential Data Classification

1.3.2 Breach is the loss of control, compromise, unauthorized disclosure,
unauthorized acquisition, or any similar occurrence where: a person other
than an authorized user accesses or potentially accesses personally
identifiable information; or an authorized user accesses personally
identifiable information for another than authorized purpose.

1.3.3 Federal Risk and Authorization Management Program (FedRAMP)
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.

1.3.4 Magnetic Ink Character Recognition (MICR) is a special ink that is used to
print account and routing numbers at the bottom of business checks.

1.3.5 Permit mail is anything sent through the postal service where postage is
paid by a post office issued permit. No postage stamp is affixed to letters
sent by permit mail.

1.3.6 Secure File Transfer Protocol (SFTP) is a secure file transfer protocol that
uses secure shell encryption to provide a high level of security for sending
and receiving file transfers.

1.3.7 Service Organization Control (SOC) 2 Type II Certification is an internal
controls report capturing how a company safeguards customer data and
how well those controls are operating.

Scope of Work
Request for Proposal
Solicitation No. BPM04682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 6

1.3.8 StateRAMP provides a uniform approach to verifying that cloud service
providers (CSPs) meet the standards and regulations needed to do business
with state and local governments.

2.0
GENERAL REQUIREMENTS. Contractor shall:

2.1
Have a minimum of five (5) years of experience providing printing and mailing
services

2.2
Provide and maintain all equipment, software and staff necessary to ensure the
provision of all services under this contract.

2.2.1 The Contractor shall bear the full cost for upgrading its equipment to be
current with industry technology, which may be necessary, for the cost
effective, efficient, and timely provisions of all services under this contract.

2.3
Restrict Data Transmission, Processing, and Data Storage to facilities located within
the legal jurisdictional boundary of the United States.

2.4
Ensure that all services provided as part of this contract will be in compliance with
the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its
subsequent amendments and changes. Any violations shall be reported
immediately to ADOA in writing. The Contractor shall notify ADOA of any and all
actions taken as a result of any violation.

2.5
Contractor Facility

2.5.1 Have secure operations and procedures both inside and outside the
production site, including security protocols with restricted areas.

2.5.2 Develop, approve, and maintain a list of individuals with authorized access
to the facility.

2.6
Contractor Staff

2.6.1 The State reserves the right to obtain, or require the Contractor to obtain,
criminal history background checks for all Contractor and project staff when
requested. If the State exercises this right, the results of the background
check(s) must be made available to the State for consideration before the
employee is assigned to work on the State’s project.

2.6.2 Prospective employees with positive criminal backgrounds for cyber-crimes
will not be approved to work on State Projects. Refer to the National Institute
of Standards and Technology (NIST) Special Publication (SP) 800-12, An
Introduction to Computer Security: The NIST Handbook, Section 10.1.3,
Filling the Position – Screening and Selecting

Scope of Work
Request for Proposal
Solicitation No. BPM04682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 7

2.7
System Access

2.7.1 Have policy and procedures in place that define authorized users in the
system and access authorizations for each account.

2.7.2 Monitor the use of accounts, and periodically review accounts for
compliance with account management requirements.
2.7.3 Implement multi-factor authentication for access to secure accounts.

2.7.4 Disable user access accounts within forty-eight (48) hours when the
accounts:

2.7.4.1 Are no longer associated with a user or individual;

2.7.4.2 Have expired or have been inactive for over thirty (30) days; or

2.7.4.3 Are in violation of the organizational policy.

2.8
Information Flow Management

2.8.1
Have policy and procedures in place that define the organization’s flow
control mechanisms include content checking, security policy filters, and
data type identifiers.

2.8.2
Have a Secure File Transfer Protocol (SFTP) web server.

2.8.3
Have a “track and trace” system of documents in production

2.9
Data Security. The services performed under this contract falls under the category
of National Institute of Standards and Technology (NIST) NIST Moderate
Impact. Due to the security classification of the data, the Offeror shall (as
applicable):

2.9.1 Submit a completed Arizona Baseline Infrastructure Security Controls Pre-
Requisite (35 questions) assessment spreadsheet (Attachment 07) as part
of their proposal. This task is a pre-requisite for an Offeror to move beyond
the Prequalification round.

2.9.2 Upon Award of the contract: (see Attachment 06)

2.9.2.1 Become AZRamp certified within forty-five (45) days of award.

2.9.2.2 Registration with StateRAMP (membership link:
https://stateramp.org) within thirty (30) days of award.

2.9.2.3 Within the first (1st) year of the contract, awarded contractor shall
obtain StateRAMP NIST Moderate Impact Authorization
(authorized or provisional) security status, or contact the State

Scope of Work
Request for Proposal
Solicitation No. BPM04682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 8

Chief Privacy Officer (Enterprise Security, Privacy & Risk
Compliance team) for an extension to the one-year deadline.

2.9
Data Breach

2.9.1 Provide the State and Eligible Agenies with a copy of its Disaster Recovery
upon request. The plan shall outline the Contractor's actions, with timelines,
in the event of a natural disaster, cyber-attack or loss of ability to operate
and performance services under this contract.

2.9.2 Within twenty-four (24) hours of a security breach, send an email to the AZ
Department of Homeland Security at AZSOC@azdohs.gov, reporting the
incident that occurred.

3.0
SPECIFIC REQUIREMENTS. The Contractor shall

3.1
The Eligible Agency will:

3.1.1 Contact the Contractor’s point of contract to discuss the project, dates, and
provide any pertinent information (i.e. who to contact if there is an issue,
who to send the proofs to, etc.).

3.1.2 Submit the work order via the Contractor’s portal or customer service line, or
other identified method, and provide information and instructions on the
processing of the data to be submitted.

3.1.3 Submit data files to the Contractor via SFTP connection

3.1.4 Define at the user level, whom shall have access to the data and printing

3.1.5 Send or provide information on the relevant forms that the data needs to be
printing on (if applicable); and inform the Contractor on the deadline for the
documents to be distributed.

3.2
Requesting of Services.

3.2.1 Once a request for services is received, the Contractor shall review the
request for accuracy and completeness, and report any file problems or
discrepancies to the Eligible Agency within one (1) business day (Monday
through Friday, except State holidays) of receiving the files.

3.2.2 Prepare a bid indicating the proposed services and fees as directed by the
Eligible Agency, and submit it by the due date specified.

3.2.2.1 The Contractor shall not proceed with any task, until the issuance
of a purchase order by the Eligible Agency

Scope of Work
Request for Proposal
Solicitation No. BPM04682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 9

3.2.2.2 Any change with the purchase order defining and limiting the work
and compensation must be authorized in writing by the Eligible
Agency in advance

3.2.2.3 The Eligible Agency is under no financial obligation to any selected
Contractor unless the agency issues a Purchase Order for a
specific assignment.

3.3
Development/Programming of the printing template

3.3.1 Work with Eligible Agency on the development (programming) of the
template that details the overall layout to be used to print the documents.

3.3.2 Submit a proof to the Eligible Agency for them to review and approve the
layout of data on the document.

3.3.1.1 The proof(s) can be submitted for approval in electronic form such
as an e-mail attachment or a link.

3.3.1.2 Proof must show all data placement

3.3.1.3 The price of the service shall reflect the cost of up to ten (10) test
files, or two (2) proofs.

3.3.1.4 Obtain approval of proof(s) from Eligible Agency before go-live.

3.4
Printing of the Secure Document and Envelope.

3.4.1 Print the applicable documents with the data provided, using specified paper
and ink.

3.4.2 Reprints

3.4.2.1 Provide for the rerun/recovery of specific print jobs at the request of
the Eligible Agency or in response to a non-recoverable hardware
outage/failure without major interruptions of primary service
delivery.

3.4.2.2 Some pieces may be damaged in the printing process due to
jamming, tearing, end of roll, etc. These damaged pieces shall be
reprinted and provided at no additional cost to the State.
1. The State will not pay for stock used for threading, or for
damaged stock caused by Contractor error.

3.4.2.3 Damaged documents must be disposed of as stated under Section
3.6

Scope of Work
Request for Proposal
Solicitation No. BPM04682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 10

3.5
Mailing/Submittal of the Secure Document. (If applicable)

3.5.1 Send all mailings by the date specified by Eligible Agency.

3.5.2 Use Coding Accuracy Support System (CASS) certification or National
Change of Address (NCOA) certification on all addresses submitted by the
Eligible Agency.

3.5.3 Presort mailings to the lowest available presort postage rates and prepare
for USPS submission.

3.5.4 Permit Mail:
1. Send the items via Permit mail, and submit a bill to the Eligible Agency
documenting the number of items sent, and their weight.
2. Provide front payment for non-Permit Eligible mail (not eligible due to
size, shape or volume) and submit a bill to the Eligible Agency
documenting the number of items sent, and their weight.

3.5.5 Undeliverable documents:
1. Return all undeliverable documents to the address identified by the
Eligible Agency; or for unprinted documents, provide
2. An electronic summary report with key information back to the Eligible
Agency via a secure method.

3.6
Destruction of Sensitive Data

3.6.1 Have established procedures for backing up, maintaining, restoring,
removing and destroying sensitive data.

3.6.2 Shredding is the method to be utilized for damaged documents, jams, scrap
and waste from any print job
1. The shred size of the refuse should be small enough that there is
reasonable assurance in proportion to the data confidentiality that the
data cannot be reconstructed.
2. To make reconstructing the data even more difficult, the shredded
material can be mixed with non-sensitive material of the same type (e.g.,
shredded paper or shredded flexible media).

3.7
Inventory Control. Store all printed material or unused stock in a secure location
onsite at the contractor’s location so as to fully prevent the tampering with or
removal of any stock.

3.8
Reporting. Ad hoc reports may also be requested from time to time and shall be
provided at no additional cost to the Department.

Scope of Work
Request for Proposal
Solicitation No. BPM04682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 11

Section 3.9 to 3.13 are additional services, select the services your
company is able to perform on Attachment 09

3.9
IRS Forms (Printing and Electronic). The printing and mailing of IRS forms to
State employees and Contractors. IRS forms include but are not limited to W-2,
1099-MISC, 1099-NEC, 1099-R, and 1042-S.

In addition to Section 3.1 to 3.8, the Contractor shall:

3.9.1 Abide by and agree to IRS Publication 1075 safeguards for the protection of
Federal Tax Information.

3.9.2 Accept several test files, prior to receiving the “live” files for printing/saving,
to enable the State to conduct validation and verification of file transfers and
records produced. Print 10-15 samples of the forms for the Eligible Agency
to review and approve the layout of data before the final production print.

3.9.3 Use an approved and current IRS forms, and accurately fill the appropriate
fields with the data provided per the current IRS regulations.

3.9.4 W-2 Forms

3.9.4.1 Format all dollars shown on W-2 Forms to two decimal places

3.9.4.2 If requested, create PDF images of W-2, and label it as “Year-
EIN.pdf” where Year is the (four) digit Form Year, and EIN is the
employee number provided in the data file for each W-2 Form, and
save the images on password protected USB drives to be provided
back to the State by January 31st.

3.9.4.3 Files/Reconciliation:
1. Provide a total record count and box control totals (sum of each
reporting box on the W-2 Form that contains a dollar value) to
enable the State to reconcile against its records.
2. These totals shall be prepared for the printed/mailed W-2
Forms and for the electronic W-2 Forms saved to USB drive.

3.9.5 1099-MISC & 1099-NEC Forms

3.9.5.1 If requested, create PDF images of forms, and save the images on
password protected USB drives to be provided back to the State by
January 31st.

3.9.5.2 Files/Reconciliation:
1. Provide a total record count and box control totals (sum of each
reporting box on the 1099-MISC and 1099-NEC that contains a
dollar value) to enable the State to reconcile against its records.

Scope of Work
Request for Proposal
Solicitation No. BPM04682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 12

2. These totals shall be prepared for the printed/mailed 1099-
MISC and 1099-NEC Forms.

3.10
Agency Checks. The printing and mailing of business checks to eligible agency
customers.

In addition to Section 3.1 to 3.8, the Contractor shall:

3.10.1 Supply the check stock required for the printing of the checks, or utilize
check stock supplied by the Eligible Agency.

3.10.2 Use MICR ink to print routing number of the bank on which the check is
drawn, the account number on which the check is drawn, and the check
serial number, on the bottom of the check.

3.10.3 Print date, the payee name, and the amount utilizing regular, non-magnetic
ink.

3.11
Newsletters/Bulletins. The printing of newsletter/bulletin that is issued periodically
to recipients using a confidential mailing address. (See Exhibit 1 for ASRS
requirements)

In addition to Section 3.1 to 3.8, the Contractor shall:

3.11.1 Have graphic design capability. Graphic design may originate from the
Eligible Agency, or may be created by the Contractor.

3.11.1.1 If the graphic design is provided by the Eligible Agency, a graphic
designer shall review details of the job assuring that quality and
accuracy of the design.

3.11.1.2 All graphic design, including articles, photos, art work, or any other
material provided by the Eligible Agency, or created by the
Contractor, shall be owned by the Eligible Agency, and shall not
be shared or used by the Contractor in any other way except to
provide the services outlined in this Scope of Work.

3.11.2 Have the capability to provide the following:

3.11.2.1 High gloss paper with a weight of seventy (70) to one-hundred
(100) lb.

3.11.2.2 Four color process and shall allow bleeds with screens.

3.11.2.3 Binding Method
1. Holes punched and put in a three ring binder
2. Brass Brads
3. Saddle stitching

Scope of Work
Request for Proposal
Solicitation No. BPM04682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 13

3.12
Waterproof Reflective Decals. The printing of waterproof reflective decals per
Eligible Agency’s requirements. (See Exhibit 2 for ADOT requirements)

In addition to Section 3.1 to 3.8, the Contractor shall:

3.12.1 Have production equipment that can print and process decals

3.12.2 Have the ability to process JSON data files, PCL, Postscript or PDF format.

3.12.3 Have the ability to procure decals that meet the specifications required by
the Eligible Agency, including but not limited to decals that have the
following characteristics:
1. Waterproof
2. Retro Reflectivity
3. Pre-coated pressure-sensitive adhesive
4. Cleanability
5. Abrasion Resistance

3.13
Identification Cards. The printing of ID cards for Eligible Agencies (See Exhibit 3
for DPS requirements)

In addition to Section 3.1 to 3.8, the Contractor shall:

3.13.1 Have a Polyvinyl Chloride (PVC) printer and applicable software to print ID
cards for the Eligible Agencies

3.13.2 Have the ability to add photographs, text, holographic imprints, watermarks,
magnetic stripes, and smart chips to the ID cards to make them more
secure.

3.13.3 Work with Eligible Agency on incorporating embossing or verification stamps
on the finished ID card.

4.0
Pricing

4.1
Postage will be paid by the Eligible Agency, the Contractor shall submit a postage
report to the Agency detailing the amount of postage applied.

5.0
Reporting

5.1
The Contractor must establish and maintain records of all State expenditures
incurred under the Contract in accordance with generally accepted accounting
principles. The State Procurement Office or any ordering Agency may request
reports.

Scope of Work
Request for Proposal
Solicitation No. BPM04682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 14

5.2
The Contractor shall submit to State a quarterly usage report documenting all
Contract sales to both Eligible Agencies and Co‑Op Buyers, itemized separately as
stated in the Special Terms and Conditions, Section 3.12.4.

5.3
All data shall be owned by ADOA, without exception, and ADOA shall have access
to all data when requested, both at regular reporting intervals and on an ad-hoc
basis as part of the base administrative fees and at no additional cost to ADOA

Pricing
Request for Proposal
Solicitation No. BPM004682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 15

Pricing Document
1.0
Compensation method
Contractor will be compensated based on the final detailed written quote approved by the
Customer.

2.0
Pricing

2.1
Contractor’s Best Pricing. Supplier warrants that, for the term of the Contract, the
prices and discounts set out on the Attachment titled Pricing, including any
subsequent agreed amendment to it (the “Contract Pricing”), will be equal to or
better than the lowest prices and largest discounts, both separately and in
combination, at which Contractor sells equivalent services, items of equipment and
materials.

2.1.1 That price-plus-discount equivalence (“Contractor’s Best Pricing”) is
intended to be irrespective of whether or not those other sales have special
purchase terms, conditions, rebates or allowances.

2.1.2 If Contractor’s Best Pricing for equivalent services, items of equipment and
materials is better than the Contract Pricing, then Contractor agrees to
adjust the Contract Pricing to match the Contractor’s Best Pricing for all
sales related to the Contractor made after the date when the Contractor’s
Best Pricing was first better than the Contract Pricing.

2.1.3 For clarification of intent, that date is intended to be the date when the
difference first occurred, which might have been before the difference was
first identified. If it was before, then Supplier agrees to charge at less than
the Contract Pricing until the extended difference that would have been
realized (i.e., if the Contractor’s Best Pricing had been applied when it
should have been) has been settled.

2.2
Pricing is all-inclusive, including any ancillary fees and costs required to accomplish
the Scope of Work and all aspects of Contractor’s offer as accepted by State.
Details of service not explicitly stated in the Scope of Work or in Contractor’s Offer,
but necessarily a part of, are deemed to be understood by Contractor and included
herein. All administrative, reporting, or other requirements, all overhead costs and
profit and any other costs toward the accomplishment of the requirements in the
Contract are included in the pricing provided.

2.3
Price 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 such as being substantiated
by the Producer Price Index, Consumer Price Index, or similar pricing guide.

2.3.1 Initial Contract prices will be honored for one year after award of Contract.

Pricing
Request for Proposal
Solicitation No. BPM004682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 16

2.3.2 All written requests for price adjustments made by the contractor shall be
initiated thirty (30) days in advance of any desired price increase to allow the
State sufficient time to make a fair and equitable determination to any such
requests. This may be waived upon proper documentation demonstrating
the urgency of the request.

2.3.3 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 State.

2.4
Price Reductions. Price reductions shall be immediately passed along to State and
may be submitted in writing to State for consideration at any time during the
Contract period. The contractor shall offer State a price reduction on the Contract
product(s) concurrent with a published price reduction made to other customers.
The State at its own discretion may accept a price reduction. The price reduction
request shall be in writing and include documentation showing the actual reduction
of cost. Sales promotions requests shall include difference in pricing, begin, and
end date of promotion along with the products covered.

2.5
Additional Charges. Any charges or fees not delineated in the Contract may not be
added, billed, or invoiced under the Contract.

2.6
Travel. Contractor shall get written approval prior to any travel under the Contract in
which reimbursement of expenses will be requested. Contractor will be reimbursed
for actual expenses incurred in accordance with the current rates specified in 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. The Eligible Entity / Customer shall reject any claim for
travel reimbursement without prior written approval.

3.0
Funding
No particular funding considerations apart from paragraph 4.4 [Availability of Funds for the
Next State fiscal year] and 4.5 [Availability of Funds for the current State fiscal year] of the
Uniform Terms and Conditions have been identified as of the Solicitation date.

4.0
Invoicing

4.1
Invoices Go To Buying Entity. Contractor shall submit all billing notices or invoices
to the ordering Eligible Entity/Customer (e.g. Eligible Agency or Co-Op Buyer) at the
address indicated on the applicable Order document or by utilizing the Buying
Entity’s purchasing tool/process.

4.2
Minimum Invoice Requirements. Every invoice must include the following
information:

4.2.1 Bill-to name and address

4.2.2 Contractor name and contact information

Pricing
Request for Proposal
Solicitation No. BPM004682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 17

4.2.3 Remit-to address

4.2.4 Invoice number and date

4.2.5 State contract number

4.2.6 Order number (APP PO number)

4.2.7 Date the services performed

4.2.8 Applicable payment terms

4.2.9 Material or Service description (Itemized)

4.2.10 Quantity delivered or performed

4.2.11 Line item unit of measure

4.2.12 Item price

4.2.13 Extended pricing

4.2.14 Taxes (as a separate invoice line item)

4.2.15 Mailing fees (if applicable)

4.2.16 Total invoice amount due

4.3
No Invoice Without Authorization. Contractor shall not seek payment for any:

4.3.1 Materials or Services that have not been authorized on an acknowledged
Order;

4.3.2 Expediting, overtime, premiums, or upcharges absent State’s express prior
approval; or

4.3.3 Materials or Services that are the subject of a Contract Amendment that has
not been fully signed.

4.4
Submitting Invoices. Contractor shall submit an invoice to the ordering Eligible
Agency or Co‑Op Buyer using the form and/or process provided or required by the
ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer). Every invoice
must be signed by Contractor’s authorized representative and accompanied by all
supporting information and documentation required by the Contract and applicable
laws.

Pricing
Request for Proposal
Solicitation No. BPM004682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 18

4.5
Defective Invoices. Without prejudice to its other rights under the Contract or further
obligation to Contractor, the ordering Eligible Entity/Customer (Eligible Agency or
Co-Op Buyer) may, at its discretion, reject any materially defective invoice.

4.5.1 The ordering Authorize Entity/Customer (Eligible Agency or Co-Op Buyer)
shall notify the Contractor within 5 (five) business days after receipt if it
determines an invoice to be materially defective.

4.5.2 Invoices will be deemed automatically rejected upon delivery if they:

4.5.2.1 are sent to an incorrect address;

4.5.2.2 do not reference the correct State contract or APP Order number;
or
4.5.2.3 are payable to any Person other than the Contractor.

4.5.3 The ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer) will
have no obligation to pay against a defective invoice unless and until
Contractor has re-submitted it free of defects.

5.0
Payments

5.1
Payment. The applicable Eligible Agency or Co-Op Buyer shall pay undisputed
amounts due to Contractor within the time period specified in Section 4.0 Costs and
Payments of the Uniform Terms and Conditions

5.2
Joint checks or direct pay. Applicable Eligible Agency or Co-Op Buyer may, but is
under no obligation to, pay by joint check or to pay directly to any Subcontractor or
other creditor to whom any portion of Contractor’s requested payment is owed.

5.3
Recovery of overpayment. If applicable, Eligible Agency or Co-Op Buyer
determines that an over-payment has been made to Contractor on any prior invoice,
it shall inform Contractor of the amount and date of the overpayment and may
deduct the overpaid amount from amounts then or thereafter due to Contractor.

5.4
Payment to subcontractors. Contractor shall make payment of all undisputed
amounts due to Subcontractors within thirty (30) days of receipt of funds from
applicable Eligible Agency or Co-Op Buyer applicable to their services.

5.5
Purchasing card. Applicable Eligible Agency or Co-Op Buyer may pay invoices for
some or all Orders using a purchasing card. Any and all fees related to payment
using a Purchasing Card are the responsibility of the Contractor. Unless otherwise
stated in the Contract there will be no additional fees or increase in prices
associated with this method of payment.

5.6
Automated clearing house. Applicable Eligible Agency or Co-Op Buyer may pay
invoices for some or all Orders through an Automated Clearing House (ACH). In
order to receive payments in this manner from Eligible Agencies, the Contractor

Pricing
Request for Proposal
Solicitation No. BPM004682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 19

must complete an ACH Vendor Authorization Form (form GAO-618) within 30
(thirty) days after the effective date of the Contract. The form is available online at:
https://gao.az.gov/afis/vendor-information

Solicitation Requirements (rev 12/21) Page 20

Special Ter ms and Conditions
The Special Terms and Conditions modify the Uniform Terms and Conditions and its Appendices. It can
modify them by replacing, deleting, appending to, or revising the text of an existing provision or by
inserting a new paragraph into an existing article. No other document modifies or adds to the Uniform
Terms and Conditions, except as may subsequently be otherwise and expressly agreed and
incorporated by Contract Amendment.
1.0
Definition of Terms: As used in the Contract, the terms listed below are defined as
follows:

1.1
Acceptance: 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, Arizona Revised Statutes (A.R.S.) and Arizona
Administrative Code (A.A.C.) are each defined in the Instructions to Offerors.

1.4
Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona
Department of Revenue (DOR) website at:
https://www.azdor.gov/business/transactionprivilegetax.aspx

1.5
Attachment. Any item that:

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

1.5.2
Was attached to an Offer when submitted; and

1.5.3
Was included in the Accepted Offer.

1.6
Pricing Document. Section Pricing Document of the Solicitation Requirements
document of the Solicitation Documents, provided that, if there is no such Section in
the Contract, then “Pricing Document” is to be construed as referring to whatever
item in the Contract contains the contracted pricing and payment provisions.

Solicitation Requirements (rev 12/21) Page 21

1.7
Contract Amendment. A document signed by the Procurement Officer that has been
issued for the purpose of making changes to the Contract after execution.

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 IRS under Section 501(c)(3) through 501(c)(6) of the tax code.

1.12
Eligible Agency.

1.12.1 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.

1.12.2 If the Special Terms and Conditions indicate that the Contract is a
“statewide” contract, then “Eligible Agency” means any State of Arizona
department, agency, university, commission, or board.

1.12.2 If the Special Terms and Conditions indicate that the Contract is a
“statewide” and “cooperative” contract, then “Eligible Agency” means any
State of Arizona department, agency, university, commission, board or any
Co-Op Buyer.

1.13
Indemnified Basic Claims. “Indemnified Basic Claims” means any and all claims,
actions, liabilities, damages, losses, or expenses, including court costs, attorneys’
fees, costs of claim processing, investigation and litigation for bodily injury or
personal injury, including death, or loss or damage to any real or tangible or
intangible personal property, collectively.

Solicitation Requirements (rev 12/21) Page 22

1.14
Instructions to Offerors. “Instructions to Offerors” means the Solicitation Instructions
document of the Solicitation.

1.15
Order. The instrument by which the State 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 being an “Order”:

1.15.1 “Release” or “Release Purchase Order: in The State’s e-Procurement
System;

1.15.2 “task order,” “service order,” or “job order” when a Release Purchase Order
for Services has already been created in The State’s e-Procurement
System; or

1.15.3 “purchase order” for buying by Co-Op Buyers, if co-op buying applies

1.16
The State’s e-Procurement System. The State’s official electronic procurement
system, established pursuant to A.A.C. R2-7-201 as set forth in the Arizona
Department of Administration State Procurement Office policy document Technical
Bulletin No. 020, The State’s e-Procurement System–The Official State
eProcurement System. Technical Bulletin No. 020 is available online at:

https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf
1.17
State. With respect to the Contract generally, “State” means the State of Arizona
and its department, agency, university, commission, or board that has executed the
Contract. With respect to administration or rights, remedies, obligations and duties
under the Contract for a given Order, “State” means each Eligible Agency or Co-Op
Buyer who has issued the Order.

1.18
State Indemnitees. Collectively, the State of Arizona, its departments, agencies,
universities, commissions, and boards and, and their respective officers, agents,
and employees.

1.19
Subcontractor. A.R.S. §41-2503(38), which, for convenience of reference only, is
“… a person who contracts to perform Work or render service to … [C]ontractor or
to another [S]ubcontractor as a part of a contract with a state governmental unit . . .”
The Contract is to be construed as “a contract with a state governmental unit” for
purposes of the definition. For clarity of intent, a Person carrying out any element of
the Work is a Subcontractor from the moment they first carry out that element of the
Work regardless of whether or not a Subcontract exists then or subsequently.

1.20
Work. The totality of the Materials and the Services and all the acts of
administration, creation, production, and performance necessary to fulfill and
incidental to fulfilling all of Contractor's obligations and duties under the Contract in
conformance with the Contract and applicable laws.

2.0
Contract Interpretations

Solicitation Requirements (rev 12/21) Page 23

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(31) [Definitions].
For clarity of intent, any right given to State using “State may” or a like
construction denotes discretion and freedom to act so far as any regulatory
or operative constraints permit in the relevant circumstances, provided that:
(a) where written “may, at its discretion,” the discretion extends to whatever
is most advantageous to State; and (b) where written only as “may,” the
discretion is constrained by 1. 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(43) [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, and is to be
read as though written “must, if [the subject] is to be entitled to have [the
object] considered or credited as being compliant with, conforming to, or
satisfying [the requirement, criterion, constraint, etc.], otherwise, [the object]
will be considered or debited as being non-compliant, non-conforming, or
unsatisfactory for its Contract-related purposes” in every instance;

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

Solicitation Requirements (rev 12/21) Page 24

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) Pricing Document;
(7) Exhibits to the Pricing Document;
(8) Specifications; and
(9) Any other documents referenced or included in the Solicitation;

2.2.2.3 Orders, in reverse chronological order; and

2.2.2.4 Accepted Offer.

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

2.3
Independent Contractor. Contractor is an independent contractor and shall act in an
independent capacity in performance under the Contract. Neither party is or is to be
construed as being the employee or agent of the other party, and no action,
inaction, event, or circumstance will be grounds for deeming it to be so.

2.4
Complete Integration. The Contract, including any documents incorporated into the
Contract by reference, is intended by the parties as a final and complete expression
of their agreement. There are no prior, contemporaneous, or additional agreements,
either oral or in writing, pertaining to the Contract.

Solicitation Requirements (rev 12/21) Page 25

3.0
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 cancelled, terminated,
or permissibly extended.

3.2
Contract Extensions. State may at its discretion extend the initial Contract term in
increments of one or more months and do so one or more times, provided that the
maximum aggregate term of the Contract including extensions cannot exceed the
maximum aggregate term of five (5) years.

3.3
Notices and Correspondence

3.3.1 To Contractor. State shall 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 e-
Procurement System Vendor Profile; and address any required notices to
Contractor to the “Contact Name and Title” at the “Mailing Address”
indicated on the Accepted Offer, as that address might have been amended
during the term of the Contract.

3.3.2 To State. Contractor shall address all Contract correspondence other than
format notices to the email address indicated in “Contact Instructions” in the
The State’s e-Procurement System Summary for State; and address any
required notices to State to the Procurement Officer identified as
“Purchaser” in the State’s e-Procurement System Summary at the following
mailing address:
Arizona Department of Administration
State Procurement Office
100 N 15th Avenue
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 e-Procurement 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;

3.4.2 Revision to Procurement Officer appointment or contact information; or
3.4.3 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 (1), (2), and (3) above, both parties’
signatures – or “approval” in The State’s e-Procurement System, in the case of an
Amendment – are required to give it effect.

Solicitation Requirements (rev 12/21) Page 26

3.5
Click Through Terms and Conditions If either party uses a web-based ordering
system, an electronic purchase order system, an electronic order
acknowledgement, a form of an electronic acceptance, or any software based
ordering system with respect to the Contract (each an “Electronic Ordering
System”), the parties acknowledge and agree that an Electronic Ordering System is
for ease of administration only, and Contractor is hereby given notice that the
persons using Electronic Ordering Systems on behalf of State do not have any
actual or apparent authority to create legally binding obligations that vary from the
terms and conditions of the Contract. Accordingly, where an authorized State user
is required to “click through” or otherwise accept or be made subject to any terms
and conditions in using an Electronic Ordering Systems, any such terms and
conditions are deemed void upon presentation. Additionally, where an authorized
State user is required to accept or be made subject to any terms and conditions in
accessing or employing any Materials or Services, those terms and conditions will
also be void.

3.6
Books and Records

3.6.1 Retain Records. By A.R.S. §41-2548(B), Contractor shall retain and shall
contractually require each Subcontractor to retain books and records relating
to any cost and pricing data submitted in satisfaction of § 41-2543 for the
period specified in the statute

3.6.2 Right To Audit. The retained books and records are subject to audit by
State during that period. By A.R.S. §41-2548(B), Contractor shall retain and
shall contractually require each Subcontractor to retain books and records
relating to performance under the Contract for the period specified in the
statute and those retained books and records are subject to audit by State
during that period.

3.6.3 Auditing. Contractor or Subcontractor shall either make all such books and
records under subparagraphs 3.6.1 and 3.6.2 available to State at all
reasonable times or produce the records at a designated State office on
State’s demand, the choice of which being at State’s discretion. For the
purpose of this paragraph, “reasonable times” are during normal business
hours and in such a manner so as to not unreasonably interfere with normal
business activities.

3.7
Contractor Licenses. Contractor shall maintain current federal, state and local
licenses and permits required for the operation of its business in general, for its
operations under the Contract, and for the Work itself.

3.8
Inspection and Testing. By A.R.S. §41-2547, State may at reasonable times
inspect the part of Contractors’ or Subcontractors’ plant or places of business
related to performance under the Contract. Accordingly, Contractor agrees to permit
(for itself) and ensure (for Subcontractors) access for inspection at any reasonable
time to its facilities, processes, and services. State may inspect or test, at its own
cost, any finished goods, work-in-progress, components, or unfinished materials
that are to be supplied under the Contract or that will be incorporated into

Solicitation Requirements (rev 12/21) Page 27

something to be supplied under the Contract. If the inspection or testing shows
non-conformance or defects, then Contractor will owe State reimbursement or
payment of all costs it incurred in carrying out or contracting for the inspection and
testing, as well as for any reinspection or retesting that might be necessary. Neither
inspection of facilities nor testing of goods, work, components, or unfinished
materials will of itself constitute acceptance by State of those things.

3.9
Ownership of Intellectual Property

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

3.9.1.1 “Government Purpose Rights” are:
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;
2) the right to release or disclose that work product to third parties
for any State government purpose; and
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.

3.9.1.2 “Government Purpose Rights” do not include any right to use,
modify, reproduce, perform, release, display, create derivative
works from, or disclose that work product for any commercial
purpose or to authorize others to do so.

3.9.2 Joint Developments. The parties may each use equally any ideas,
concepts, know-how, or techniques developed jointly during the course of
the Contract, and may do so at their respective discretion, without obligation
of notice or accounting to the other party.
3.9.3 Pre-existing Material. All pre-existing software and other materials
developed or otherwise obtained by or for Contractor or its affiliates
independently of the Contract or applicable Purchase Orders are not part of
the work product to which rights are granted State under subparagraph 3.9.1
above, and will remain the exclusive property of Contractor, provided that:

Solicitation Requirements (rev 12/21) Page 28

3.9.3.1 any derivative works of such pre-existing material or elements
thereof that are created pursuant to the Contract are part of that
work product;
3.9.3.2 any elements of derivative work of such pre-existing material that
was not created pursuant to the Contract are not part of that work
product; and
3.9.3.3 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.

3.9.4 Developments Outside Of Contract. Unless expressly stated otherwise in
the Contract, does not preclude Contractor from developing competing
materials outside the Contract, irrespective of any similarity to materials
delivered or to be delivered to State hereunder.

3.10
Subcontract

3.10.1 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.

3.10.2 Additional names. Contractor shall not enter into a Subcontract without first
obtaining Procurement Officer’s written consent with any prospective
Subcontractor that (a) was not listed on the Attachment Proposed
Subcontractors at time of Contract execution or (b) is for any Materials or
Services categories other than the ones for which they were previously
consented. For either case (a) or (b), Contractor shall submit a written
request sufficiently in advance of the need date for those materials or
services so that performance under the Contract is not impaired.
Procurement Officer may request any additional information he or she
determines is necessary to assess the submittal, and may withhold consent
pending it.

3.10.3 Flow-down. Contractor shall incorporate the provisions, terms, and
conditions of the Contract into every Subcontract by inclusion or by
reference, as appropriate. When making any post-execution consent
requests, Contractor shall include its warrant that it will do the same for the
pending Subcontracts covered by the request. Entering into Subcontracts
will not relieve Contractor of any of its obligations or duties under the
Contract, including, among other things, the duty to supervise and
coordinate the work of Subcontractors. Nothing contained in any
Subcontract will create or is to be construed as creating any contractual
relationship between State and the Subcontractor.

3.11
Orders

Solicitation Requirements (rev 12/21) Page 29

3.11.1 Order Sufficiency. The Contract was awarded in accordance with the
Arizona Procurement Code; the transactions and procedures required by the
code for competitive source selection have been met. An Order issued that
cites the correct State contract number will suffice to authorize the
Contractor to provide the Materials and perform the Services covered by that
Order.

3.11.2 Order Terms. All Orders are subject to the Contract Terms and Conditions;
an Order cannot modify the Contract Terms and Conditions.

3.11.3 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.

3.11.4 Special Case. In the special case where both the following conditions are
true, Procurement Officer’s signature on the Acceptance is Contractor’s
authorization to perform and therefore no Order is required: (a) the Contract
is identified as being a “single-agency/single-project” contract and (b) the
Contract was created in The State’s e-Procurement System as something
other than a “Master/ Blanket” type.

3.11.5 No Minimums Or Commitments. (a) Contractor shall not impose any
minimum dollar amount, item count, services volume, or services duration
on Orders; (b) State makes no commitment of any kind concerning the
quantity or monetary value of activity actually initiated or completed during
the term of the Contract; (c) Contractor shall only deliver or perform as
authorized by Orders; and (d) State is not limited as to the number of Orders
it may issue for the Contract. For clarity of intent, the foregoing applies
equally whether an Eligible Agency issues the Order or, if applicable, a Co-
Op Buyer issues it.

3.11.6 Non-contracted Materials Or Services. Any attempt to knowingly
represent for sales, marketing, or related purposes that goods or services
not specifically awarded are under a State contract is a violation of the
Contract and law.
3.12
The Contract is a “statewide” contract for multiple purchases, projects, or
assignments, and can be purchased against by some or all Eligible Agencies and
any Co‑Op Buyers that elect to participate. Even if only one Eligible Agency needs
or elects to purchase against the Contract, it is to be construed as being a
“statewide” contract hereunder.

Solicitation Requirements (rev 12/21) Page 30

The Contract is an indefinite delivery, indefinite quantity (ID/IQ) type of contract; it is
to be construed as a “delivery order” sub‑type of ID/IQ contract to the extent the
Work is Materials, and a “task order” sub-type to the extent the Work is Services.

3.12.1 Contractor shall verify if an ordering entity is a bona fide Co-Op Buyer before
selling Materials to or providing Services for them under the Contract. The
current list of Co‑Op Buyers is available on the State Procurement Office
website: https://spo.az.gov/programs/cooperative

3.12.2 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).

3.12.3 Contractor shall pay State an administrative fee against all Contract sales to
Co‑Op Buyers, as provided for under A.R.S. § 41‑2633. The fee rate is one
(1%) percent. Failure to remit the administrative fees is a material breach of
contract, and will entitle the State to its remedies under Article 8 and its right
to terminate for default under Article 9. Method of calculation, payment
procedures, and other details are provided on the State Procurement Office
website: https://spo.az.gov/suppliers/usage-reporting

3.12.4 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 Article 8 and its right to terminate for default
under Article 9. Contractor shall submit the report using the forms and
following the instructions on the State Procurement Office website:
https://spo.az.gov/suppliers/usage-reporting

3.12.5 Contractor shall acknowledge each Order from Eligible Agencies within 1
(one) business day after receipt by either: (a) “approving” the Order
electronically in The State’s e-Procurement System, which will indicate
Contractor’s unqualified acceptance of the Order as‑issued; or (b) “rejecting”
the Order electronically in The State’s e-Procurement System, with a
concurrent explanation by email to relevant originator as to the reason for
rejecting it. By way of reminder, the only grounds on which the Contractor
may reject or refuse an Order are those set out in subparagraph 3.11.3
[Orders are Obligatory]. Unless and until Contractor has approved the Order
in The State’s e-Procurement System, it will have no effect under the
Contract and will not oblige either State or Contractor. If the relevant Eligible
Agency explicitly instructs at the time that a verbal acceptance is sufficient
because of urgency or other unusual circumstances and Contractor duly

Solicitation Requirements (rev 12/21) Page 31

gives its verbal acceptance, then Contractor will be deemed to have
accepted the Order immediately upon commencing performance, provided
that, Contractor must follow-up its verbal acceptance by accepting the
Purchase Order electronically in The State’s e-Procurement System within 3
(three) business days. Contractor shall thereafter be barred from
subsequently rejecting the Order in The State’s e-Procurement System and
if it does so the rejection will be void.

3.12.6 Contractor shall acknowledge each Order from Co‑Op Buyers in
conformance with each buyer’s instructions given at the time of ordering or
in any supplemental participating agreement Contractor might have with
them. Orders from Co‑Op Buyers create no obligation on State’s part, since
they are entirely between the Co-Op Buyer and Contractor. That
notwithstanding, Contractor’s obligation under the Contract is to service Co-
Op Buyers commercially as though they were with an Eligible Agency, and
Contractor’s refusal to do so would be a material breach of the Contract.

3.13
Multiple-Use Provisions. Eligible Agencies may issue Orders for Services in several
forms, all of which become final and effective by a “Release Purchase Order” in The
State’s e-Procurement System. Orders issued by Co-Op Buyers will be in whatever
form the Co-Op Buyer normally uses. Regardless of origin, Orders must cite the
State contract number to be valid. State may, at its discretion in each instance,
determine the scope, schedule, and price for each Order in any of the following
ways:

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

3.13.2 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.
3.13.3 As described in (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.

3.13.4 As described in (3) above but introducing ad-hoc commercial competition by
making the selection and ordering conditional on obtaining more favorable
prices than the contractually-established ones.

3.14
Other Contractors. State may undertake with its own forces or award other
contracts to the same or other vendors for additional or related work. In such cases,
Contractor shall cooperate fully with State’s employees and such other vendors and

Solicitation Requirements (rev 12/21) Page 32

carefully coordinate, fit, connect, accommodate, adjust, or sequence its work to the
related work by others. Where the Contract requires handing-off Contractor’s work
to others, Contractor shall cooperate as State instructs regarding the necessary
transfer of its work product, services, or records to State or the other vendors.
Contractor shall not commit or permit any act that interferes with the State’s or other
vendors’ performance of their work, provided that, State shall enforce the foregoing
section equitably among all its vendors so as not to impose an unreasonable
burden on any one of them.

3.15
Work on State Premises

3.15.1 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.

3.15.2 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].

4.0
Costs and Payments

4.1
Payments

4.1.1 Payment Deadline. State shall make payments in compliance with Arizona
Revised Statutes Titles 35 and 41. Unless and then only to the extent
expressly stated otherwise in the Pricing Document, State shall make
payment in full for Materials that have been delivered and accepted and
Services that have been performed and accepted within the time specified in
A.R.S. § 35-342 after both of the following become true: (a) all of the
Materials being invoiced have been delivered or installed (as applicable) and
accepted and all of the Services being invoiced have been performed and
accepted; and (b) Contractor has provided a complete and accurate invoice
in the form and manner called for in the Pricing Document, provided that,

Solicitation Requirements (rev 12/21) Page 33

State will not make or be liable for any payments to Contractor until
Contractor has registered properly in The State’s e-Procurement System
and provided a current IRS Form W-9 to State unless excused by law from
providing one.

4.1.2 Payments Only To Contractor. Unless compelled otherwise by operation
of law or order of a court of competent jurisdiction, State will only make
payment to Contractor under the federal tax identifier indicated on the
Accepted Offer.

4.2
Applicable Taxes

4.2.1 Contractor To Pay All Taxes. State is subject to Arizona TPT. Therefore,
Arizona TPT applies to all sales under the Contract and Arizona TPT is
Contractor’s responsibility (as seller) to remit. Contractor’s failure to collect
Arizona TPT or any other applicable sales or use taxes from an Eligible
Agency or Co-Op Buyer (as buyer) will not relieve the Contractor of any
obligation to remit sales or use taxes that are due under the Contract or
laws. Unless stated otherwise in the Pricing Document, all prices therein
include Arizona TPT as well as every other manner of transaction privilege
or sales/use tax that is due to a municipality or another state or its political
subdivisions. Contractor shall pay all federal, state, and local taxes
applicable to its operations and personnel.

4.2.2 Tax Indemnity. Contractor shall hold State harmless from any responsibility
for taxes or contributions, including any applicable damages and interest,
that are due to federal, state, and local authorities with respect to the Work
and the Contract, as well as any related costs; the foregoing expressly
includes Arizona TPT, unemployment compensation insurance, social
security, and workers’ compensation insurance.

5.0
Contract Changes

5.1
Contract Amendments. The Contract is issued for State under the authority of
Procurement Officer. Only a Contract Amendment can modify the Contract, and
then only if it does not change the Contract’s general scope. Purported changes to
the Contract by a person not expressly authorized by Procurement Officer or made
unilaterally by Contractor will be void and without effect; Contractor will not be
entitled to any claim made under the Contract based on any such purported
changes.

5.2
Assignment and Delegation.

5.2.1 In Whole. Contractor shall not assign in whole its rights or delegate in whole
its duties under the Contract without Procurement Officer’s prior written
consent, which consent Procurement Officer may withhold at his or her
discretion. If Contractor’s proposed assignment or delegation stems from a
split, sale, acquisition, or other non-merger change in control, then no such
consent will be given in any event without the assignee or delegate giving
State satisfactory and equivalent evidence or assurance of its financial

Solicitation Requirements (rev 12/21) Page 34

soundness, competency, capacity, and qualification to perform as that which
Contractor possessed when State first awarded it the Contract.

5.2.2 In Part. Subject to paragraph 3.10 [Subcontracts] with respect to
subcontracting, Contractor may assign particular rights or delegate particular
duties under the Contract, but shall obtain Procurement Officer’s written
consent before doing so. Procurement Officer shall not unreasonably
withhold consent so long as the proposed assignment or delegation does
not attempt to modify the Contract in any way or to alter or impair State’s
rights or remedies under the Contract or laws.

6.0
Risk and Liability

6.1
Risk of Loss. Contractor shall bear all risk of loss to Materials while in pre-
production, production, storage, transit, staging, assembly, installation, testing, and
commissioning, if and as those duties are within the scope of the Work, until they
have been accepted as conforming by State in the particular location and situation
specified in the Order, or as specified generally elsewhere in the Contract if the
Order does not provide particulars, provided that, risk of loss for nonconforming
Materials will remain with Contractor notwithstanding acceptance to the extent the
loss stems from the nonconformance.

6.2
Contractor Insurance

6.2.1 Indemnification Clause
6.2.1.1 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

Solicitation Requirements (rev 12/21) Page 35

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.

6.2.1.2 This indemnity shall not apply if the contractor or sub-contractor(s)
is/are an agency, board, commission or university of the State of
Arizona.

6.2.2 Insurance Requirements

6.2.2.1 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.

6.2.2.2 The Insurance Requirements herein are minimum requirements for
this Contract and in no way limit the indemnity covenants contained
in this Contract. The State of Arizona in no way warrants that the
minimum limits contained herein are sufficient to protect the
Contractor from liabilities that arise out of the performance of the
work under this Contract by the Contractor, its agents,
representatives, employees or subcontractors, and the Contractor
is free to purchase additional insurance.

6.2.3 MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide
coverage with limits of liability not less than those stated below.

6.2.3.1 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,

Solicitation Requirements (rev 12/21) Page 36

universities, officers, officials, agents, and employees for losses
arising from work performed by or on behalf of the Contractor.

6.2.3.2 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
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.

6.2.3.3 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).

6.2.3.4 Network Security (Cyber) and Privacy Liability

Each Claim $2,000,000

Annual Aggregate $2,000,000

a. Such insurance shall include, but not be limited to,
coverage for third party claims and losses with respect to
network risks (such as data breaches, unauthorized

Solicitation Requirements (rev 12/21) Page 37

access or use, ID theft, theft of data) and invasion of
privacy regardless of the type of media involved in the
loss of private information, crisis management and identity
theft response costs. This should also include breach
notification costs, credit remediation and credit
monitoring, defense and claims expenses, regulatory
defense costs plus fines and penalties, cyber extortion,
computer program and electronic data restoration
expenses coverage (data asset protection), network
business interruption, computer fraud coverage, and
funds transfer loss.
b. In the event that the Network Security and Privacy
Liability insurance required by this Contract is written on a
claims-made basis, Contractor warrants that any
retroactive date under the policy shall precede the
effective date of this Contract and, either continuous
coverage will be maintained, or an extended discovery
period will be exercised for a period of two (2) years
beginning at the time work under this Contract is
completed.
c. The policy shall be endorsed, as required by this written
agreement, to include the State of Arizona, and its
departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees as
additional insureds with respect to vicarious liability of the
insured arising out of the activities performed by or on
behalf of the Contractor.
d. Policy shall contain a waiver of subrogation endorsement,
as required by this written agreement, in favor of the State
of Arizona, and its departments, agencies, boards,
commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by or
on behalf of the Contractor.

6.2.4 Additional Insurance Requirements
The policies shall include, or be endorsed to include, as required by this
written agreement, the following provisions:

6.2.4.1 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).

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

Solicitation Requirements (rev 12/21) Page 38

6.2.5 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).

6.2.6 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.

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

6.2.7.1 All such certificates of insurance and policy endorsements must be
received by the State before work commences. The State’s receipt
of any certificates of insurance or policy endorsements that do not
comply with this written agreement shall not waive or otherwise
affect the requirements of this agreement.

6.2.7.2 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.

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

6.2.8 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

Solicitation Requirements (rev 12/21) Page 39

coverages for subcontractors shall be subject to the minimum Insurance
Requirements identified above. The Department reserves the right to
require, at any time throughout the life of the Contract, proof from the
Contractor that its subcontractors have the required coverage.

6.2.9 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.

6.2.10 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

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 paragraph 6.4 does not apply.

6.4
Force Majeure

6.4.1 Definition. For this paragraph, “force majeure” means an occurrence that is

Solicitation Requirements (rev 12/21) Page 40

6.4.1.1 beyond the control of the affected party,

6.4.1.2 occurred without the party’s fault or negligence, and

6.4.1.3 something the party was unable to prevent by exercising
reasonable diligence. Without limiting the generality of the
foregoing, force majeure expressly includes acts of God, acts of the
public enemy, war, riots, strikes, mobilization, labor disputes, civil
disorders, fire, flood, lockouts, injunctions-intervention-acts, failures
or refusals to act by government authorities, and, subject to
paragraph 7.6 [Performance in Public Health Emergency], declared
public health emergencies. Force majeure expressly does not
include late delivery caused by congestion at a manufacturer’s
plant or elsewhere, an oversold condition of the market, late
performance by a Subcontractor unless the delay arises out of an
occurrence of force majeure, or inability of either Contractor or any
Subcontractor to acquire or maintain any required insurance,
bonds, licenses, or permits.

6.4.2 Relief From Performance. Except of sums due, the parties are not liable to
each other if an occurrence of force majeure prevents its performance under
the Contract. If either party is delayed at any time in the progress of their
respective performance under the Contract by an occurrence of force
majeure, the delayed party shall notify the other no later than the following
working day after the occurrence, or as soon as it could reasonably have
been expected to recognize that the occurrence had effect in cases where
the effects were not readily apparent. In any event, the notice must make
specific reference to this paragraph specifying the causes of the delay in the
notice and, if the effects of the occurrence are on-going, provide an initial
notification and thereafter the delayed party shall provide regular updates
until such time as the effects are fully known. To the extent it is able, the
delayed party shall cause the delay to cease promptly and notify the other
party when it has done so. The parties shall extend the time of completion
by Contract Amendment for a period equal to the time that the results or
effects of the delay prevented the delayed party from performing.

6.4.3 Excusable Delay Is Not Default. Failure in performance by either party will
not constitute default hereunder or give rise to any claim for damages or loss
of anticipated profits if and to the extent that such failure was or is being
caused by an occurrence of force majeure.

6.4.4 Default Diminishes Relief. Entitlement to relief from the effects of an
occurrence of force majeure is diminished to the extent that the delay did or
will result from the affected party’s default unrelated to the occurrence, in
which case and to that extent the other party’s normal remedies and the
affected party’s obligations would apply undiminished.

Solicitation Requirements (rev 12/21) Page 41

7.0
Warranties

7.1
Conformity to Requirements. Contractor warrants that, unless expressly provided
otherwise elsewhere in the Contract, the Materials and Services will for 1 (one) year
after acceptance and in each instance: (1) conform to the requirements of the
Contract, which by way of reminder include without limitation all descriptions,
specifications, and drawings identified in the Scope of Work and any Contractor
affirmations included as part of the Contract; (2) be free from defects of material and
workmanship; (3) conform to or perform in a manner consistent with current industry
standards; and (4) be fit for the intended purpose or use described in the Contract.
Mere delivery or performance does not substitute for express acceptance by the
State. Where inspection, testing, or other acceptance assessment of Materials or
Services cannot be done until after installation, the forgoing warranty will not begin
until State’s acceptance.

7.2
Contractor Personnel. Contractor warrants that its personnel will perform their
duties under the Contract in a professional manner, applying the requisite skills and
knowledge, consistent with industry standards, and in accordance with the
requirements of the Contract. Contractor further warrants that its key personnel will
maintain any certifications relevant to their work, and Contractor shall provide
individual evidence of certification to State’s authorized representatives upon
request.

7.3
Intellectual Property. Contractor warrants that the Materials and Services do not
and will not infringe or violate any patent, trademark, copyright, trade secret, or
other intellectual property rights or laws, except only to the extent the Specifications
do not permit use of any other product and Contractor is not and cannot reasonably
be expected to be aware of the infringement or violation.
7.4
Licenses and Permits. Contractor warrants that it will maintain all licenses required
under paragraph 3.7 [Contractor Licenses] and all required permits valid and in
force.

7.5
Operational Continuity. Contractor warrants that it will perform without relief
notwithstanding being sold or acquired; no such event will operate to mitigate or
alter any of Contractor’s duties hereunder absent a consented delegation under
paragraph 5 [Assignment and Delegation] that expressly recognizes the event.

7.6
Performance in Public Health Emergency. Contractor warrants that it will:

7.6.1 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:

7.6.1.1 identification of response personnel by name;

7.6.2.1 key succession and performance responses in the event of sudden
and significant decrease in workforce; and

7.6.1.3 alternative avenues to keep sufficient product on hand or in the
supply chain.

Solicitation Requirements (rev 12/21) Page 42

7.6.2 Provide a copy of its current plan to State within 3 (three) business days
after State’s written request. If Contractor claims relief under paragraph 6.5
[Force Majeure] for an occurrence of force majeure that is a declared public
health emergency, then that relief will be conditioned on Contractor having
first implemented its plan and exhausted all reasonable opportunity for that
plan implementation to overcome the effects of that occurrence, or mitigate
those effects to the extent that overcoming entirely is not practicable.

7.6.3 A request from the State related to this Section does not necessarily indicate
that there has been an occurrence of force majeure, and the Contractor will
not be entitled to any additional compensation or extension of time by virtue
of having to implement a plan.

7.6.4 Failure to have or implement an appropriate plan will be a material breach of
contract.

7.7
Lobbying

7.7.1 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 (a)
above. Contractor shall obtain an equivalent warranty from all
Subcontractors and shall include an equivalent no-lobbying provision in all
Subcontracts.

7.7.2 Exception. This paragraph does not apply to the extent that the Services
are defined in the Contract as being lobbying for State’s benefit or on State’s
behalf.

7.8
Survival of Warranty. All representations and warranties made by Contractor under
the Contract will survive the expiration or earlier termination of the Contract.

8.0
Information Technology

8.1
Applicability. Article 8 applies to any Invitation for Bids, Request for Proposals, or
Request for Quotations for "Information Technology," as defined In A.R.S. § 18-101“
. . . computerized and auxiliary automated information processing,
telecommunications and related technology, including hardware, software, vendor
support and related services, equipment and projects” if and to the extent that the
Work is or includes Information Technology.

Solicitation Requirements (rev 12/21) Page 43

8.2
Information Access

8.2.1 SYSTEM MEASURES. Contractor shall employ appropriate system
management and maintenance, fraud prevention and detection, and
encryption application and tools to any systems or networks containing or
transmitting State’s proprietary data or confidential information.

8.2.2 INDIVIDUAL MEASURES. Contractor personnel shall comply with
applicable State policies and procedures regarding data access, privacy,
and security, including prohibitions on remote access and obtaining and
maintaining access IDs and passwords. Contractor is responsible to State
for ensuring that any State access IDs and passwords are used only by the
person to whom they were issued. Contractor shall ensure that personnel
are only provided the minimum only such level of access necessary to
perform his or duties. Contractor shall on request provide a current register
of the access IDs and passwords and corresponding access levels currently
assigned to its personnel.

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

8.3
Arizona Risk and Authorization Management Program (AZRamp)

8.3.1 SECURITY STANDARDS

8.3.1.1 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.

8.3.1.2 Contractor shall follow the correct, current version of these policies,
standards, and procedures. The current website for some of these
policies, standards, and procedures is: https://aset.az.gov/policies-
standards-and-procedures. Note that this link is provided for
convenience only.

8.3.1.3 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

Solicitation Requirements (rev 12/21) Page 44

applicable in Correctional facilities, Public Safety facilities, State
Lottery, and other facilities as designated by the State.

8.3.2 SECURITY FRAMEWORK

8.3.2.1 The State of Arizona information security policies and standards
follow the National Institute of Standards and Technology (NIST)
Cyber Security Framework (CSF) and NIST 800-53 revision 5.
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

8.3.2.2 The State has established a process to assess risk associated with
storing, processing and/or transmitting State of Arizona data with
external, non-State of Arizona, entities. The Arizona Risk and
Authorization Management Program (AZRamp) was developed to
ensure State and contractors meet these requirements. All
contractors responding to State solicitations must successfully
complete the AZRamp risk assessment based upon the data
classification involved as determined by the data owner and
Arizona Strategic Enterprise Technology (ASET) Department.
Failure to successfully complete AZRamp assessment will be
deemed as breach of contract.

8.3.2.3 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.

8.3.2.4 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

8.4
ADDITIONAL SECURITY REQUIREMENTS

8.3.2.1 Contractor shall comply with all security requirements requested by
the State.

8.3.2.2 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:
1. Contractor shall submit a completed Arizona Baseline
Infrastructure Security Controls assessment spreadsheet with
its Offer. The Arizona Baseline Infrastructure Security Controls
assessment spreadsheet as found at:

Solicitation Requirements (rev 12/21) Page 45

https://aset.az.gov/sites/default/files/Arizona%20Baseline%20S
ecurity%20Controls%20Pre-Requisite%20.xls, and mitigate
gaps or install compensating controls for any issues of concern
identified by State.
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. Note regarding the confidential treatment of Contractor
information:
a. The State of Arizona seeks a partnership with our
supporting vendors, therefore, Non-Disclosure Agreements
(NDA) for release to review submitted SSP’s, WISP’s, or
written IT policies will not be considered.
b. Submitted SSP’s, WISP’s, or written IT policies are deleted
and not retained after AZRamp Authorization is granted.
c. Procedures for submission of documents considered
confidential or proprietary are identified within this RFP.
d. Special secure transfer of documents related to this
AZRamp review process may be made by contacting:
AsetAssurance@azdoa.gov to make special arrangements
for the transfer of these documents.
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).
5. All contract awards are contingent on the successful completion
of the AZRamp 125 Low Impact (public information) or the
AZRamp 325 Moderate (Confidential, PII, or PHI) Impact
Control spreadsheet titled “Arizona Infrastructure Security
Controls 2017 (Excel),” to be determined by the Enterprise
Security, Privacy & Risk Compliance team. Low (Column E)
and Moderate (Column F) Impact controls spreadsheet can be
located here:
https://aset.az.gov/sites/default/files/Arizona%20Baseline%20S
ecurity%20Controls%202017_v2.xls.

8.3.2.3 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).

Solicitation Requirements (rev 12/21) Page 46

8.3.2.4 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).

8.3.2.5 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):
1. State of Arizona statewide policies, standards and procedures:
https://aset.az.gov/resources/policies-standards-and-
procedures;
2. Federal Information Security Modernization Act of 2014
(FISMA): https://csrc.nist.gov/topics/laws-and-
regulations/laws/fisma;
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;
4. National Cyber Strategy of the United States of America:
https://www.cisa.gov/executive-order-strengthening-
cybersecurity-federal-networks-and-critical-infrastructure;
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;
6. Tax Information Security Guidelines For Federal, State and
Local Agencies: Safeguards for Protecting Federal Tax Returns
and Return Information (IRS Publication 1075):
https://www.irs.gov/pub/irs-pdf/p1075.pdf;
7. Criminal Justice Information Services Security Policy (CJIS):
https://www.fbi.gov/services/cjis/cjis-security-policy-resource-
center;
8. Centers for Medicare & Medicaid Services (CMS), Minimum
Acceptable Risk Standards for Exchanges (MARS-E):
https://www.cms.gov/CCIIO/Resources/Regulations-and-
Guidance/Downloads/2-MARS-E-v2-0-Minimum-Acceptable-
Risk-Standards-for-Exchanges-11102015.pdf;
9. A.R.S. Title 41, Chapter 41. Arizona Department of Homeland
Security;
10. A.R.S. §18-104 - Arizona Department of Administration,
Arizona Strategic Enterprise Technology (ADOA-ASET),
Powers and duties of the agency:
https://www.azleg.gov/arsDetail/?title=18;
11. A.R.S. §18-105 - Statewide Information Security and Privacy
Office (SISPO): https://aset.az.gov/ars-18-105-statewide-
information-security-and-privacy-office;

Solicitation Requirements (rev 12/21) Page 47

12. A.R.S. §18-551 - Definitions Information Security Including PII:
https://www.azleg.gov/ars/18/00551.htm;
13. A.R.S. §18-552 - Notification of security system breaches;
requirements; enforcement; civil penalty; preemption;
exceptions: https://www.azleg.gov/ars/18/00552.htm;
14. Arizona Executive Order 2008-10 – Mitigating Cyber Security
Threats: https://aset.az.gov/executive-order-2008-10-
mitigating-cyber-security-threats;
15. SIPC Memorandum of Understanding (MOU):
https://www.sipc.org/about-sipc/;
16. State Environmental policies:
https://azdeq.gov/LawsAndRules;
17. Family Education Rights Privacy Act (FERPA):
https://www2.ed.gov/policy/gen/guid/fpco/ferpa/students.htm;l
18. Driver’s Privacy Protection Act (DPPA):
https://azdot.gov/motor-vehicles/driver-services/driver-license-
information/motor-vehicle-records;
19. Incident Response Reporting program and system:
https://aset.az.gov/sites/default/files/P8240%20Incident%20Re
sponse%20Planning_Sept2018_0.pdf;
20. Privacy Incident Reporting policy and standards:
https://aset.az.gov/sites/default/files/STANDARD%208240%20I
NCIDENT%20RESPONSE%20PLANNING.pdf;
21. State of Arizona Library, Archives and Public Records, Records
Management Division, General Retention Schedules
https://azlibrary.gov/arm/policies; and
22. Payment Card Industry (PCI) Security Standards including but
not limited to Supplemental Documents, Information
Supplements and Validation Requirements:
https://www.pcisecuritystandards.org.

8.3
Pass-Through Indemnity

8.3.1 INDEMNITY FROM THIRD PARTY. For computer hardware or software
included in the Work as discrete units that were manufactured or developed
solely by a third party, Contractor may satisfy its indemnification obligations
under the Contract by, to the extent permissible by law, passing through to
State such indemnity as it receives from the third-party source (each a
“Pass-Through Indemnity”) and cooperating with State in enforcing that
indemnity. If the third party fails to honor its PassThrough Indemnity, or if a
Pass-Through Indemnity is insufficient to indemnify State Indemnitees to the
extent and degree Contractor is required to do by the Uniform Terms and
Conditions, then Contractor shall indemnify, defend and hold harmless State
Indemnitees to the extent the PassThrough Indemnity does not.

8.3.2 NOTIFY OF CLAIMS. State shall notify Contractor promptly of any claim to
which a PassThrough Indemnity might apply. Contractor, with reasonable
consultation from State, shall control of the defense of any action on any

Solicitation Requirements (rev 12/21) Page 48

claim to which a Pass-Through Indemnity applies, including negotiations for
settlement or compromise, provided that:
a. State reserves the right to elect to participate in the action at its own
expense;
b. State reserves the right to approve or reject any settlement or
compromise on reasonable grounds and if done so timely; and
c. State shall in any case cooperate in the defense and any related
settlement negotiations.

8.4
Systems and Controls. In consideration for State having agreed to permit Pass-
Through Indemnities in lieu of direct indemnity, Contractor agrees to establish and
keep in place systems and controls appropriate to ensure that State funds under
this Contract are not knowingly used for the acquisition, operation, or maintenance
of Materials or Services in violation of intellectual property laws or a third party’s
intellectual property rights.

8.5
Redress of Infringement.

8.5.1 REPLACE, LICENSE, OR MODIFY. If Contractor becomes aware that any
Materials or Services infringe, or are likely to be infringing on, any third
party’s intellectual property rights, then Contractor shall at its sole cost and
expense and in consultation with State either:
a. replace any infringing items with non-infringing ones;
b. obtain for State the right to continue using the infringing items; or
c. modify the infringing item so that they become non-infringing, so long as
they continue to function as specified following the modification.

8.5.2 CANCELLATION OPTION. In every case under 8.5.1, if none of those
options can reasonably be accomplished, or if the continued use of the
infringing items is impracticable, State may cancel the relevant Order or
terminate the Contract and Contractor shall take back the infringing items. If
State does cancel the Order or terminate the Contract, Contractor shall
refund to State:
a. for any software created for State under the Contract, the amount State
paid to Contactor for creating it;
b. for all other Materials, the net book value of the product provided
according to generally accepted accounting principles; and
c. for Services, the amount paid by State or an amount equal to 12 (twelve)
months of charges, whichever is less.

8.5.3 EXCEPTIONS. Contractor will not be liable for any claim of infringement
based solely on any of the following by a State Indemnitee:
a. modification or use of Materials other than as contemplated by the
Contract or expressly authorized or proposed by a Contractor
Indemnitor;
b. operation of Materials with any operating software other than that
supplied by Contractor or authorized or proposed by a Contractor
Indemnitor; or

Solicitation Requirements (rev 12/21) Page 49

c. combination or use with other products in a manner not contemplated by
the Contract or expressly authorized or proposed by a Contractor
Indemnitor.

8.6
First Party Liability Limitation

8.6.1 LIMIT. Subject to the provisos that follow below and unless stated otherwise
in the Special Terms and Conditions, State’s and Contractor’s respective
first party liability arising from or related to the Contract is limited to the
greater of $1,000,000 (one million dollars) or 3 (three) times the purchase
price of the specific Materials or Services giving rise to the claim.

8.6.2 PROVISOS. This paragraph 8.6 limits liability for first party direct, indirect,
incidental, special, punitive, and consequential damages relating to the Work
regardless of the legal theory under which the liability is asserted. This
paragraph 9.6 does not limit liability arising from any:
a. Indemnified Claim against which Contractor has indemnified State
Indemnitees under paragraph 5.3;
b. claim against which Contractor has indemnified State Indemnitees under
paragraph 5.4 or
c. provision of the Contract calling for liquidated damages or specifying
amounts or percentages as being at-risk or subject to deduction for
performance deficiencies.

8.6.3 PURCHASE PRICE DETERMINATION. If the Contract is for a single-
agency and a single Order (or if no Order applies), then “purchase price” in
Subparagraph 8.6.1 above means the aggregate Contract price current at
the time of Contract expiration or earlier termination, including all Contract
Amendments having an effect on the aggregate price through that date. In
all other cases, “purchase price” above means the total price of the Order for
the specific equipment, software, or services giving rise to the claim, and
therefore a separate limit will apply to each Order.

8.6.4 NO EFFECT ON INSURANCE. This paragraph does not modify the required
coverage limits, terms, and conditions of, or any insured’s ability to claim
against, any insurance that Contractor is required by the Contract to provide,
and Contractor shall obtain express endorsement

8.7
Information Technology Warranty

8.7.1 SPECIFIED DESIGN. Where the Scope of Work for information technology
Work provides a detailed design specification or sets out specific
performance requirements, Contractor warrants that the Work will provide all
functionality material to the intended use stated in the Contract, provided
that, the foregoing warranty does not extend to any portions of the Materials
that are:
a. modified or altered by anyone not authorized by Contractor to do so;
b. maintained in a way inconsistent to any applicable manufacturer
recommendations; or

Solicitation Requirements (rev 12/21) Page 50

c. operated in a manner not within its intended use or environment.

8.7.2 COTS SOFTWARE. With respect to Materials provided under the Contract
that are commercial-off-the-shelf (COTS) software, Contractor warrants that:
a. to the extent possible, it will test the software before delivery using
commercially available virus detection software conforming to current
industry standards;
b. the COTS software will, to the best of its knowledge, at the time of
delivery be free of viruses, backdoors, worms, spyware, malware, and
other malicious code that could hamper performance, collect unlawfully
any personally identifiable information, or prevent products from
performing as required by the Contract; and
c. it will provide a new or clean install of any COTS software that State has
reason to believes contains harmful code.

8.7.3 PAYMENT HAS NO EFFECT. The warranties in this paragraph are not
affected by State’s inspection, testing, or payment.

8.8
Specific Remedies. Unless expressly stated otherwise elsewhere in the Contract,
State’s remedy for breach of warranty under paragraph 8.7 includes, at State’s
discretion, re-performance, repair, replacement, or refund of any amounts paid by
State for the nonconforming Work, plus (in every case) Contractor’s payment of
State’s additional, documented, and reasonable costs to procure materials or
services equivalent in function, capability, and performance at that first called for.
For clarification of intent, the foregoing obligations are limited by the limitation of
liability in paragraph 8.7. If none of the forgoing options can reasonably be effected,
or if the use of the materials by State is made impractical by the nonconformance,
then State may seek any remedy available to it under law.
8.9
Section 508 Compliance. Unless specifically authorized in the Contract, any
electronic or information technology offered to the State of Arizona under this
Contract shall comply with A.R.S. § 18-131 and § 18-132 and Section 508 of the
Rehabilitation Act of 1973, which requires that employees and members of the
public shall have access to and use of information technology that is comparable to
the access and use by employees and members of the public who are not
individuals with disabilities.

9.0
This section intentionally left blank.

10.0
This section intentionally left blank.

11.0
General Provisions for Materials

11.1
Applicability. Article 11 applies to the extent the Work is or includes Materials.

11.2
Off-Contract Materials. Contractor shall ensure that the design and/or procedures
for the Materials ordering method prevents Orders for off-contract items or excluded
items. Notwithstanding that State might have its own internal administrative rules
regarding off-contract or excluded item ordering, and endeavors to prevent such

Solicitation Requirements (rev 12/21) Page 51

orders from occurring, Contractor is responsible for not accepting any such Orders.
State may, at its discretion, return any such items under subparagraph 11.17 or
cancel any such Order under subparagraph 11.18, in either case being without
obligation and at Contractor’s expense. As used above, “off-contract item” refers to
any product not included in the scope of the Contract and for which no price or
compensation has been established contractually, and “excluded item” refers to any
product expressly stated in the Contract as being excluded from the Contract.

11.3
Compensation for Late Deliveries. Contractor shall have clear, published policies in
place regarding late delivery, order cancelation, discounts, or rebates given to
compensate for late deliveries, etc., and make them readily available to those
Eligible Agencies, and Co-Op Buyers if applicable, that are likely to need them.

11.4
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)

11.5
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.

11.6
Maintain Comprehensive Selection. Contractor shall provide at all times the
comprehensive selection of products for which a price is established in the
Commercial Document for ordering by Eligible Agencies, and Co-Op Buyers if
applicable.

11.7
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 catalogs and price lists and make them available to all affected
entities at no additional cost. Either party may make the request to add products to
the Contract; regardless of who makes the request, the parties shall negotiate in
good faith a fair price for any additional products, but State may elect not to add
some or all of the products in question if no agreement is reached on pricing in a
timely manner. Contractor’s request or proposal in response to State’s request must
include: (a) documentation demonstrating that the additional products meet or
exceed the specifications for the original products while remaining in the same
product groups as the original ones; and (b) documentation demonstrating that the
proposed price for the additional products is both fair and reasonable and at the
same level of discount relative to market price as were the original ones.
Demonstration of (b) typically requires showing how prices at which sales are

Solicitation Requirements (rev 12/21) Page 52

currently or were last made to a significant number of buyers compare to the prices
or discounts (as applicable) being proposed for the additional products.

11.8
Discontinued Products. If a product or groups of products covered by the Contract
are discontinued by the manufacturer, Contractor shall notify State within 5 (five)
business days after receiving the manufacturer’s notification. State, at its discretion,
will either allow Contractor to provide substitutes for the discontinued products or
delete the products from the scope of the Contract, both of which will be
accomplished by Contract Amendment. Contractor shall then update all applicable
catalogs and price lists and make them available to all affected entities at no
additional cost. The parties shall negotiate in good faith a fair price for any
substitute product, but State may elect to delete the products from the scope of the
Contract if no agreement is reached on substitute pricing in a timely manner. When
notifying State of the discontinuance, Contractor shall provide: (a) manufacturer’s
announcement or documentation stating that the products have been discontinued,
with identification by model/part number; (b) documentation demonstrating that the
substitute products meet or exceed the specifications for the discontinued products
while remaining in the same product groups as were the discontinued ones; and (c)
documentation demonstrating that the proposed price for the substitute products is
both fair and reasonable and at the same level of discount relative to market price
as were the discontinued ones.

11.9
Forced Substitutes. Forced substitutions will not be permitted; Contractor shall
obtain State’s prior written consent before making any discretionary substitution for
any product covered by the Contract.

11.10 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, retrieval of stored products, etc., as
necessary to implement the recall.

11.11 Delivery

11.11.1 PRICING. Unless stated otherwise in the Purchase Order, all Materials
prices set forth therein are Free Carrier (FCA seller’s dock)
Incoterms®2010, with “seller’s dock” meaning the last place of
manufacturing, assembly, integration, final packing, or warehousing before
departure to designated point of delivery to State. For reference, the
foregoing is to be construed as equivalent to “F.O.B. Origin, Contractor’s
Facility” under FAR 52.247-30.
11.11.2 LIABILITY. Unless stated otherwise in the Purchase Order, Contractor’s
liability for all Materials is Delivered Duty Paid (DDP) (State-designated
receiving point per Order) Incoterms®2010, but with unloading at
destination included. For reference, the foregoing is to be construed as

Special Terms and Conditions
Request for Proposal
Solicitation No. BPM004682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007
Solicitation Requirements (rev 12/21)
Page 53
equivalent to “F.o.b. Destination, Within Consignee’s Premises” under FAR
52.247-35.
11.11.3 PAYMENT. Unless stated otherwise in the Purchase Order, State shall
reimburse Contractor the costs of the difference between DDP (State-
designated receiving point per Order) and FCA (seller’s dock) with no
mark-up, which Contractor shall itemize and invoice separately.
11.12 Delivery Time. The Contractor shall work with the Agency on the delivery timeframe
11.13 Delivery Locations.
Contractor shall offer deliveries to every location served
under the scope of the Contract, specifically:
11.13.1 if the Contract is for a single State agency in a single area, then Contractor
shall deliver to any agency location in that area;
11.13.2 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;
11.13.3 if the Contract is for statewide use but excludes certain areas, then
Contractor shall deliver to any Eligible Agency or Co-Op Buyer location
that is not in the excluded areas; and
11.13.4 if the Contract is for unrestricted statewide use, then:
11.13.4.1
Contractor shall deliver to any Eligible Agency or Co-Op Buyer
anywhere in Arizona;
11.13.4.2
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,
11.13.4.3
if the Purchase Order indicates defined delivery areas and
prices, those always apply unless the Order expressly states
otherwise and Contractor accepts it.
11.14 Conditions at Delivery Location. Contractor shall verify receiving hours and
conditions (i.e. height/weight restrictions, access control, etc.) with the relevant
purchaser for the receiving site before scheduling or making a delivery. State will
neither allow extra charges for wait time, comebacks, or the like nor excuse late
delivery if Contractor has failed to make the verification or comply with the
applicable conditions. Contractor shall make each delivery to the specific location
indicated in the Order, which Contractor acknowledges might be inside an industrial
building, institutional building, low-rise office building, or high-rise office building
instead of a normal receiving dock. Contractor might be required to make deliveries
to locations inside a secured perimeter at certain institutional facilities such as
prisons where prior clearances are required for each delivery and driver individually.

Solicitation Requirements (rev 12/21) Page 54

Contractor shall contact each such facility directly to confirm its most-current
security clearance procedures, allowable hours for deliveries, visitor dress code,
and other applicable rules. State will neither allow extra charges for wait time,
comebacks, or the like nor excuse late delivery if Contractor has failed to make the
confirmation or comply with the applicable conditions.

11.15 Materials Acceptance. State has the right to make acceptance of Materials subject
to a complete inspection on delivery and installation, if installation is Contractor’s
responsibility. State may apply as acceptance criteria conformity to the Contract,
workmanship and quality, correctness of constituent materials, and any other matter
for which the Contract or applicable laws state a requirement, whether stated
directly or by reference to another document, standard, reference specification, etc.
Contractor shall remove any rejected Materials from the delivery location, or from
any immediate environs to which it might have been reasonably necessary to move
it, carry it off the delivery premises, and subsequently deliver an equal number or
quantity of conforming items. State will not owe Contractor any payment for rejected
Materials, and State may, at its discretion, withhold or make partial payment for any
rejected Materials that have been returned to Contractor in those instances where
State has agreed to permit repair instead of demanding replacement.

11.16 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

11.16.1 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.

11.16.2 If Contractor fails to do so in a timely manner, State will be entitled to
exercise its remedies under paragraph 8.5 [Right of Offset] of the Uniform
Terms and Conditions.

11.16.3 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.

11.17 Returns. State may, at its discretion, return for full credit and with no restocking
charges any delivered. Materials unused in the original packaging, including any
instruction manuals or other incidental item that accompanied the original shipment,
within thirty (30) days after receipt. If State elects to return delivered Materials, then
State shall pay all freight, delivery, and transit insurance costs to return the products
to the place from which Contractor shipped them, provided that, if State returns
delivered Materials because they are defective or non-conforming or for any other

Solicitation Requirements (rev 12/21) Page 55

reason having to do with Contractor fault or error, then State will not be responsible
for paying freight, delivery, or transit insurance costs to return the products and
may, at its discretion, either have those billed directly to Contractor or offset them
under paragraph 8.5 [Right of Offset] of the Uniform Terms and Conditions.

11.18 Order Cancellations. State may cancel Orders within a reasonable period after
issuance and at its discretion. The same method as that used for ordering will be
used for cancellation. If State cancels an Order, then State shall:

11.18.1 Pay Contractor for any portion of the Materials and Services from that
Order that have been properly delivered or performed as of the
cancellation effective date plus one (1) additional business day.

11.18.2 Reimburse Contractor for:

11.18.2.1 its actual, documented costs incurred in fulfilling the Order up to
the cancellation effective date plus one (1) additional business
day;

11.18.2.2 the cost of any obligations it incurred in fulfilling the Order up to
the cancellation effective date plus one (1) additional business
day that demonstrably cannot be canceled, or that have pre-
established cancelation penalties specified in the relevant
Subcontracts, to the extent the penalties are reasonable and
customary for the work in question; and,

11.18.2.3 Contractor shall not charge or be entitled to charge State for
any new costs it incurs after receiving the cancellation notice.
By way of reminder, State is not liable for any products that
were produced, shipped, or delivered or any services that were
performed before Contractor had acknowledged the
corresponding Order

11.19 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 and is relying exclusively on Contractor to deliver only products that are
already safe and compliant.

11.20 Hazardous Materials. Contractor shall timely provide State with any “Safety Data
Sheets” (SDS) and any other hazard communication documentation required under
the US Department of Labor’s Occupational Safety and Health Administration
(OSHA) “Hazard Communication Standard” (often referred to as the “HazCom 2012
Final Rule”) that is reasonably necessary for State to comply with regulations when
it or its other contractors install, handle, operate, repair, maintain or remove any
Materials. Note that, in the past, those documents might have been referred to as
“Material Safety Data Sheets” or “Product Safety Data Sheets”, but State (and this
Contract) use only the more up-to-date “SDS” reference. Contractor shall ensure
that all its relevant personnel understand the nature of and hazards associated with,

Solicitation Requirements (rev 12/21) Page 56

to the extent it they are Contractor’s responsibility under the Contract, the design,
shipping, handling, delivery, installation, repair and maintenance of any portion of
the Work that is, contains or will become upon use a hazardous material, with
“hazardous material” being any material or substance that is: (1) identified now or in
the future as being hazardous, toxic or dangerous under applicable laws; or (2)
subject to statutory or regulatory requirement governing special handling, disposal
or cleanup.

12.0
General Provisions for Services

12.1
Applicability. Article 12 applies to the extent the Work is or includes Services.

12.2
Comprehensive Services. Contractor shall provide the comprehensive range of
services for which a price is established Offering in the Pricing Document for
ordering by Eligible Agencies and Co-Op Buyers, if co-op buying applies.

12.3
Additional Services. State at its discretion may modify the scope of the Contract by
Contract Amendment to include additional services or service categories that are
within the general scope of the ones originally covered by the Contract if it
determines that doing so is in its best interest. Once the Contract Amendment is
fully executed, Contractor shall then update all applicable price lists and make them
available to all affected entities at no additional cost. Either party may make the
request to add services to the Contract; regardless of who makes the request, the
parties shall negotiate in good faith a fair price for any additional services, but State
may elect not to add some or all of the services in question if no agreement is
reached on pricing in a timely manner. Contractor’s request or proposal in response
to State’s request must include documentation demonstrating that the proposed
price for the additional services is both fair and reasonable and comparable to the
original ones.

12.4
Off-Contract Services. Contractor shall ensure that the design and/or procedures
for the Services ordering method prevents Orders for off-contract or excluded
services. Notwithstanding that State might have its own internal administrative rules
regarding off-contract or excluded service ordering, and endeavors to prevent such
orders from occurring, Contractor is responsible for not accepting any such Orders.
State may, at its discretion, cancel any such Order without obligation. As used
above, “off-contract service” refers to any service not included in the scope of the
Contract and for which no price or compensation has been established
contractually, and “excluded service” refers to any service expressly excluded from
the scope of the Contract.

12.5
Removal of Personnel. Notwithstanding that Contractor is in every circumstance
responsible for hiring, assigning, directing, managing, training, disciplining, and
rewarding its personnel, State may at its discretion and without the obligation to
demonstrate cause instruct Contractor to remove any of its personnel from State’s
facilities or from further assignment under the Contract. In such cases, Contractor
shall promptly replace them with other personnel having equivalent qualifications,
experience, and capabilities.

Special Terms and Conditions
Request for Proposal
Solicitation No. BPM004682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007
Solicitation Requirements (rev 12/21)
Page 57
12.6
Transitions. During commencement, Contractor shall attend transition meetings with
any outgoing vendors to coordinate and ease the transition so that the effect on
State’s operations is kept to a minimum. State may elect to have outgoing vendors
complete some or all of their work or orders in progress to ease the transition as is
safest and most efficient in each instance, even if that scope is covered under the
Contract. Conversely, State anticipates having a continued need for the same
materials and services upon expiration or earlier termination of the Contract.
Accordingly, Contractor shall work closely with any new (incoming) vendor and
State to ensure as smooth and complete a transfer as is practicable. State’s
representative shall coordinate all transition activities and facilitate joint
development of a comprehensive transition plan by both Contractor and the
incoming vendor. As with the incoming transition, State may permit Contractor
(outgoing) to complete work or orders in progress to ease the transition as is safest
and most efficient in each instance.
12.7
Accuracy of Work. Contractor is responsible for the accuracy of the Services, and
shall promptly make all necessary revisions or corrections resulting from errors and
omissions on its part without additional compensation. Acceptance by State will not
relieve Contractor of responsibility for correction of any errors discovered
subsequently or necessary clarification of any ambiguities.
12.8
Requirements at Services. Contractor personnel shall perform their assigned
portions of the Services at the specific location indicated in the Order (if applicable).
Contractor acknowledges that the location might be inside an industrial building,
institutional building, or one of various office types and classes. Additionally, if
performing the Services requires Contractor personnel to work inside a secured
perimeter at certain institutional facilities such as prisons where prior clearances are
required, Contractor shall contact the facility directly to confirm its most-current
security clearance procedures, allowable hours for work, visitor dress code, and
other applicable rules. State will neither allow extra charges for wait time,
comebacks, or the like nor excuse late performance if Contractor has failed to make
the confirmation or comply with the applicable conditions.
12.9
Services Acceptance. State has the right to make acceptance of Services subject to
acceptance criteria. State may apply acceptance criteria conformity to the Contract,
accuracy, completeness, or other indicators of quality or other matter for which the
Contract or law states a requirement, whether stated directly or by reference to
another document, standard, reference specification, etc. State will not owe
Contractor any payment for unaccepted Services; and State may, at its discretion,
withhold or make partial payment for any rejected Services if Contractor is still in the
process of re-performing or otherwise curing the grounds for State’s rejection.
12.10 Corrective Action Required. Notwithstanding any other guarantees, general
warranties, or particular warranties Contractor has given under the Contract, if
Contractor fails to perform any material portion of the Services, including failing to
complete any contractual deliverable, or if its performance fails to meet agreed-
upon service levels or service standards set out in or referred to in the Contract,

Solicitation Requirements (rev 12/21) Page 58

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.

12.10.1 Contractor shall provide to State a report detailing the identified cause and
setting out its detailed corrective action plan promptly after the date the
failure occurred (or the date when the failure first became apparent, if it
was not apparent immediately after occurrence).

12.10.2 State may demand to review and approve Contractor’s analysis and plans,
and Contractor shall make any corrections State instructs and adopt
State’s recommendations so far as is commercially practicable, provided
that State may insist on any measures it determines within reason to be
necessary for safety or protecting property and the environment.

12.10.3 Contractor shall take the necessary action(s) to avoid any like failure in the
future if doing so is appropriate and practicable under the circumstances

13.0
Data and Information Handling

13.1
Applicability. Article 13 applies to the extent the Work includes handling of any (1)
State’s proprietary and sensitive data or (2) confidential or access-restricted
information obtained from State or from others at State’s behest.

13.2
Data Protection and Confidentiality of Information. Contractor warrants that it will
establish and maintain procedures and controls acceptable to State for ensuring
that State’s proprietary and sensitive data is protected from unauthorized access
and information obtained from State or others in performance of its contractual
duties is not mishandled, misused, or inappropriately released or disclosed. For
purposes of this paragraph, all data created by Contractor in any way related to the
Contract, provided to Contractor by State, or prepared by others for State are
proprietary to State, and all information by those same avenues is State’s
confidential information. To comply with the foregoing warrant:

13.2.1 Contractor shall: (a) notify State immediately of any unauthorized access or
inappropriate disclosures, whether stemming from an external security
breach, internal breach, system failure, or procedural lapse; (b) cooperate
with State to identify the source or cause and respond to each unauthorized
access or inappropriate disclosure; and (c) notify State promptly of any
security threat that could result in unauthorized access or inappropriate
disclosures; and

13.2.2 Contractor shall not: (a) release any such data or allow it to be released or
divulge any such information to anyone other than its employees or officers
as needed for each person’s individual performance of his or her duties
under the Contract, unless State has agreed otherwise in advance and in
writing; or (b) respond to any requests it receives from a third party for such

Solicitation Requirements (rev 12/21) Page 59

data or information, and instead route all such requests to State’s
designated representative.

13.3
Personally Identifiable Information. Without limiting the generality of paragraph
13.2, Contractor warrants that it will protect any personally identifiable information
(“PII”) belonging to State’s employees or other contractors or members of the
general public that it receives from State or otherwise acquires in its performance
under the Contract. For purposes of this paragraph:

13.3.1 PII has the meaning given in the [federal] Office of Management and Budget
(OMB) Memorandum M-17-12 Preparing for and Responding to a Breach of
Personally Identifiable Information, January 3, 2017; and

13.3.2 “protect” means taking measures to safeguard personally identifiable
information and prevent its breach that are functionally equivalent to those
called for in that OMB memorandum and elaborated on in the [federal]
General Services Administration (GSA) Directive CIO P 2180.1 GSA Rules
of Behavior for Handling Personally Identifiable Information.

NOTE (1): For convenience of reference only, the OMB memorandum is available
at:
https://dpcld.defense.gov/Privacy/Authorities-and-Guidance/
NOTE (2): For convenience of reference only, the GSA directive is available at:
https://www.gsa.gov/directive/gsa-rules-of-behavior-for-handling-personally-
identifiable-information-(pii)-

13.4
Protected Health Information. Contractor warrants that, to the extent performance
under Contract involves individually identifiable health information (referred to
hereinafter as protected health information (“PHI”) and electronic PHI (“ePHI”) as
defined in the Privacy Rule referred to below), it:

13.4.1 is familiar with and will comply with the applicable aspects of the following
collective regulatory requirements regarding patient information privacy
protection: (a) the “Privacy Rule” in CFR 45 Part 160 and Part 164 pursuant
to the Health Insurance Portability and Accountability Act (“HIPAA”) of 1996;
(b) Arizona laws, rules, and regulations applicable to PHI/ePHI that are not
preempted by CFR45-160(B) or the Employee Retirement Income Security
Act of 1974 (“ERISA”) as amended; and (c) State’s current and published
PHI/ePHI privacy and security policies and procedures;

13.4.2 will cooperate with State in the course of performing under the Contract so
that both State and Contractor stay in compliance with the requirements in
(1) above; and

13.4.3 will sign any documents that are reasonably necessary to keep both State
and Contractor in compliance with the requirements in (1) above, in
particular “Business Associate Agreements” in accordance with the Privacy
Rule.

Solicitation Requirements (rev 12/21) Page 60

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

14.0
Information Technology Work

14.1
Applicability. Article 14 applies to any Invitation for Bids, Request for Proposals, or
Request for Quotations for "Information Technology," as defined In A.R.S. §18-101 -
6 “…all computerized and auxiliary automated information processing,
telecommunications and related technology, including hardware, software, vendor
support and related services, equipment and projects,” if and to the extent that the
Work is or includes Information Technology.

14.2
Background Checks. Each Contractor's personnel who is an applicant for an
information technology position must undergo the security clearance and
background check procedure, which includes fingerprinting, as required by A.R.S.
§41-710. Contractor shall obtain and pay for the security clearance and
background check. Contractor personnel who will have administrator privileges on a
State network must additionally provide identity and address verification and
undergo State-specified training for unescorted access, confidentiality, privacy, and
data security

14.3
Information Access

14.3.1 SYSTEM MEASURES. Contractor shall employ appropriate system
management and maintenance, fraud prevention and detection, and
encryption application and tools to any systems or networks containing or
transmitting State’s proprietary data or confidential information.

14.3.2 INDIVIDUAL MEASURES. Contractor personnel shall comply with
applicable State policies and procedures regarding data access, privacy,
and security, including prohibitions on remote access and obtaining and
maintaining access identifications (IDs) and passwords. Contractor is
responsible to State for ensuring that any State access IDs and passwords
are used only by the person to whom they were issued. Contractor shall
ensure that personnel are only provided the minimum only such level of
access necessary to perform his or duties. Contractor shall on request,
provide a current register of the access IDs and passwords and
corresponding access levels currently assigned to its personnel.

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

Solicitation Requirements (rev 12/21) Page 61

14.4
Pass-Through Indemnity

14.4.1 INDEMNITY FROM THIRD PARTY. For computer hardware or software
included in the Work as discrete units that were manufactured or developed
solely by a third party, Contractor may satisfy its indemnification obligations
under the Contract by, to the extent permissible by law, passing through to
State such indemnity as it receives from the third-party source (each a
“Pass-Through Indemnity”) and cooperating with State in enforcing that
indemnity. If the third party fails to honor its Pass-Through Indemnity, or if a
Pass-Through Indemnity is insufficient to indemnify State Indemnitees to the
extent and degree, Contractor is required to do by the Uniform Terms and
Conditions, then Contractor shall indemnify, defend and hold harmless State
Indemnitees to the extent the Pass-Through Indemnity does not.

14.4.2 NOTIFY OF CLAIMS. State shall notify Contractor promptly of any claim to
which a Pass-Through Indemnity might apply. Contractor, with reasonable
consultation from State, shall control of the defense of any action on any
claim to which a Pass-Through Indemnity applies, including negotiations for
settlement or compromise, provided that:

14.4.2.1 State reserves the right to elect to participate in the action at its
own expense;

14.4.2.2 State reserves the right to approve or reject any settlement or
compromise on reasonable grounds and if done so timely; an

14.4.2.3 State shall in any case cooperate in the defense and any related
settlement negotiations.

14.5
Systems and Controls. In consideration for State having agreed to permit Pass-
Through Indemnities in lieu of direct indemnity, Contractor agrees to establish and
keep in place systems and controls appropriate to ensure that State funds under this
Contract are not knowingly used for the acquisition, operation, or maintenance of
Materials or Services in violation of intellectual property laws or a third party’s
intellectual property rights.
14.6
Redress of Infringement

14.6.1 REPLACE, LICENSE, OR MODIFY. If Contractor becomes aware that any
Materials or Services infringe, or are likely to be infringing, on any third
party’s intellectual property rights, then Contractor shall, at its sole cost and
expense and in consultation with State, either:
14.6.1.1 replace any infringing items with non-infringing ones;

14.6.1.2 obtain for State the right to continue using the infringing items; or

14.6.1.3 modify the infringing items so that they become non-infringing, so
long as they continue to function as specified following the
modification.

Solicitation Requirements (rev 12/21) Page 62

14.6.2 CANCELLATION OPTION. In every case under 14.6.1, if none of those
options can reasonably be accomplished, or if the continued use of the
infringing items is impracticable, State may cancel the relevant Order or
terminate the Contract, and Contractor shall take back the infringing items. If
State does cancel the Order or terminate the Contract, Contractor shall
refund to State:

14.6.2.1 for any software created for State under the Contract, the amount
State paid to Contactor for creating it;

14.6.2.2 for all other Materials, the net book value of the product provided
according to generally accepted accounting principles; and

14.6.2.3 for Services, the amount paid by State or an amount equal to 12
(twelve) months of charges, whichever is less.

14.6.3 EXCEPTIONS. Contractor will not be liable for any claim of infringement
based solely on any of the following by a State Indemnitee:
14.6.3.1 modification or use of Materials other than as contemplated by the
Contract or expressly authorized or proposed by a Contractor
Indemnitor;

14.6.3.2 operation of Materials with any operating software other than that
supplied by Contractor or authorized or proposed by a Contractor
Indemnitor; or

14.6.3.3 combination or use with other products in a manner not
contemplated by the Contract or expressly authorized or proposed
by a Contractor Indemnitor.

14.7
First Party Liability Limitation

14.7.1 LIMIT. Subject to the provisos that follow below and unless stated otherwise
in the Special Terms and Conditions, State’s and Contractor’s respective
first party liability arising from or related to the Contract is limited to the
greater of $1,000,000 (one million dollars) or 3 (three) times the purchase
price of the specific Materials or Services giving rise to the claim.

14.7.2 PROVISOS. This paragraph limits liability for first party direct, indirect,
incidental, special, punitive, and consequential damages relating to the Work
regardless of the legal theory under which the liability is asserted. This
paragraph does not limit liability arising from any:

14.7.2.1 Indemnified Claim against which Contractor has indemnified State
Indemnitees under paragraph 6.2.1;

14.7.2.2 claim against which Contractor has indemnified State Indemnitees
under paragraph 6.3; or

Solicitation Requirements (rev 12/21) Page 63

14.7.2.3 provision of the Contract calling for liquidated damages or
specifying amounts or percentages as being at-risk or subject to
deduction for performance deficiencies.

14.7.3 PURCHASE PRICE DETERMINATION. If the Contract is for a single-
agency and a single Order (or if no Order applies), then “purchase price” in
Subparagraph 14.7.1 above means the aggregate Contract price current at
the time of Contract expiration or earlier termination, including all Contract
Amendments having an effect on the aggregate price through that date. In
all other cases, “purchase price” above means the total price of the Order for
the specific equipment, software, or services giving rise to the claim, and
therefore a separate limit will apply to each Order.

14.7.4 NO EFFECT ON INSURANCE. This paragraph does not modify the required
coverage limits, terms, and conditions of, or any insured’s ability to claim
against any insurance that Contractor is required by the Contract to provide,
and Contractor shall obtain express endorsements that it does not.

14.8
Information Technology Warranty

14.8.1 SPECIFIED DESIGN. Where the Scope of Work for information technology,
Work provides a detailed design specification or sets out specific
performance requirements, Contractor warrants that the Work will provide all
functionality material to the intended use stated in the Contract, provided
that, the foregoing warranty does not extend to any portions of the Materials
that are:

14.8.1.1 modified or altered by anyone not authorized by Contractor to do
so;

14.8.1.2 maintained in a way inconsistent to any applicable manufacturer
recommendations; or
14.8.1.3 operated in a manner not within its intended use or environment.

14.8.2 COTS SOFTWARE. With respect to Materials provided under the Contract
that are commercial-off-the-shelf (COTS) software, Contractor warrants that:

14.8.2.1 to the extent possible, it will test the software before delivery using
commercially available virus detection software conforming to
current industry standards;

14.8.2.2 the COTS software will, to the best of its knowledge, at the time of
delivery be free of viruses, backdoors, worms, spyware, malware,
and other malicious code that could hamper performance, collect
unlawfully any personally identifiable information, or prevent
products from performing as required by the Contract; and

Solicitation Requirements (rev 12/21) Page 64

14.8.2.3 it will provide a new or clean install of any COTS software that
State has reason to believe contains harmful code.

14.8.3 PAYMENT HAS NO EFFECT. The warranties in this paragraph are not
affected by State’s inspection, testing, or payment.

14.9
Specific Remedies. Unless expressly stated otherwise elsewhere in the Contract,
State’s remedy for breach of warranty under paragraph 14.8 includes, at State’s
discretion, re-performance, repair, replacement, or refund of any amounts paid by
State for the nonconforming Work, plus (in every case) Contractor’s payment of
State’s additional, documented, and reasonable costs to procure materials or
services equivalent in function, capability, and performance that was first called for.
For clarification of intent, the foregoing obligations are limited by the limitation of
liability in paragraph 14.7. If none of the forgoing options can reasonably be
effected, or if the use of the materials by State is made impractical by the
nonconformance, then State may seek any remedy available to it under law.

14.10 Section 508 Compliance. Unless specifically authorized in the Contract, any
electronic or information technology offered to the State of Arizona under this
Contract shall comply with A.R.S. §18-131 and §18-132 and Section 508 of the
Rehabilitation Act of 1973, which requires that employees and members of the
public shall have access to and use of information technology that is comparable to
the access and use by employees and members of the public who are not
individuals with disabilities.

14.11 Cloud Applications.
The following are required for Contractor of any cloud solution
that hosts State data outside of the State’s network or transmits and/or receives
State data.

14.11.1 Submit a completed Arizona Baseline Infrastructure Security Controls
assessment spreadsheet as found at:
https://aset.az.gov/resources/policies-standards-and-procedures, and
mitigate or install compensating controls for any issues of concern
identified by State. Contractor is required to provide any requested
documentation supporting the review of the assessment. The assessment
shall be re-validated on a minimum annual basis.

14.11.2 State reserves the right to conduct penetration tests or hire a third party to
conduct penetration tests of the Contractor’s application. Contractor will be
alerted in advance and arrangements made for an agreeable time.
Contractor shall respond to all serious flaws discovered by providing an
acceptable timeframe to resolve the issue and/or implement a
compensating control.

14.11.3 Contractor must submit a copy of system logs from the cloud system to the
State of Arizona security team on a regular basis to be added to the State
SIEM (Security Information Event Monitor) or IDS (Intrusion Detection
System).

Solicitation Requirements (rev 12/21) Page 65

14.11.4 Contractor must employ a government-rated cloud compartment to better
protect sensitive or regulated State data.

Uniform Terms and Conditions
Request for Proposal
Solicitation No. BPM004682
Secure Printing & Mailing Services
Arizona Department of
Administration
State Procurement Office
100 N 15th Avenue
Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 66

Unifor m Ter ms and Conditions
1.
Definition of Terms: As used in this Solicitation and any resulting Contract, the terms listed below are
defined as follows:
1.1.
“Attachment” means any item the Solicitation requires the Offeror to submit as part of the
Offer.
1.2.
“Contract” means the combination of the Solicitation, including the Uniform and Special
Instructions to Offerors, the Uniform and Special Terms and Conditions, and the
Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers; and
any Solicitation Amendments or Contract Amendments.
1.3.
"Contract Amendment" means a written document signed by the Procurement Officer that is
issued for the purpose of making changes in the Contract.
1.4.
“Contractor” means any person who has a Contract with the State.
1.5.
“Days” means calendar days unless otherwise specified.
1.6.
“Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits
section of the Solicitation.
1.7.
“Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or
anything of more than nominal value, present or promised, unless consideration of
substantially equal or greater value is received.
1.8.
“Materials” means all property, including equipment, supplies, printing, insurance and leases
of property but does not include land, a permanent interest in land or real property or leasing
space.
1.9.
“Procurement Officer” means the person, or his or her designee, duly authorized by the State
to enter into and administer Contracts and make written determinations with respect to the
Contract.
1.10.
“Services” 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.
1.11.
“Subcontract” means any Contract, express or implied, between the Contractor and another
party or between a subcontractor and another party delegating or assigning, in whole or in
part, the making or furnishing of any material or any service required for the performance of
the Contract.
1.12.
“State” means the State of Arizona and Department or Agency of the State that executes the
Contract.
1.13.
“State Fiscal Year” means the period beginning with July 1 and ending June 30.

2.
Contract Interpretation

Solicitation Requirements (rev 12/21) Page 67

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;
2.3.7.
Documents referenced or included in the Solicitation.

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

3.
Contract Administration and Operation
3.1.
Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall
contractually require each subcontractor to retain all data and other “records” relating to the
acquisition and performance of the Contract for a period of five years after the completion of
the Contract. All records shall be subject to inspection and audit by the State at reasonable
times. Upon request, the Contractor shall produce a legible copy of any or all such records.
3.2.
Non-Discrimination. The Contractor shall comply with State Executive Order No. 2009-09
and all other applicable Federal and State laws, rules and regulations, including the
Americans with Disabilities Act.

Solicitation Requirements (rev 12/21) Page 68

3.3.
Audit. Pursuant to ARS § 35-214, at any time during the term of this Contract and five (5)
years thereafter, the Contractor’s or any subcontractor’s books and records shall be subject
to audit by the State and, where applicable, the Federal Government, to the extent that the
books and records relate to the performance of the Contract or Subcontract.
3.4.
Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its
facilities, subcontractor facilities and the Contractor’s processes or services, at reasonable
times for inspection of the facilities or materials covered under this Contract. The State shall
also have the right to test, at its own cost, the materials to be supplied under this Contract.
Neither inspection of the Contractor’s facilities nor materials testing shall constitute final
acceptance of the materials or services. If the State determines 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 cover sheet,
unless otherwise stated in the Contract. An authorized Procurement Officer and an
authorized Contractor representative may change their respective person to whom notice
shall be given by written notice to the other and an amendment to the Contract shall not be
necessary.
3.6.
Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise
or promote information for commercial benefit concerning this Contract without the prior
written approval of the Procurement Officer.
3.7.
Property of the State. Any materials, including reports, computer programs and other
deliverables, created under this Contract are the sole property of the State. The Contractor
is not entitled to a patent or copyright on those materials and may not transfer the patent or
copyright to anyone else. The Contractor shall not use or release these materials without the
prior written consent of the State.
3.8.
Ownership of Intellectual Property. Any and all intellectual property, including but not limited
to copyright, invention, trademark, trade name, service mark, and/or trade secrets created or
conceived pursuant to or as a result of this contract and any related subcontract (“Intellectual
Property”), shall be work made for hire and the State shall be considered the creator of such
Intellectual Property. The agency, department, division, board or commission of the State of
Arizona requesting the issuance of this contract shall own (for and on behalf of the State) the
entire right, title and interest to the Intellectual Property throughout the world. Contractor shall
notify the State, within thirty (30) days, of the creation of any Intellectual Property by it or its
subcontractor(s). Contractor, on behalf of itself and any subcontractor(s), agrees to execute
any and all document(s) necessary to assure ownership of the Intellectual Property vests in
the State and shall take no affirmative actions that might have the effect of vesting all or part
of the Intellectual Property in any entity other than the State. The Intellectual Property shall
not be disclosed by contractor or its subcontractor(s) to any entity not the State without the
express written authorization of the agency, department, division, board or commission of
the State of Arizona requesting the issuance of this contract.

Solicitation Requirements (rev 12/21) Page 69

3.9.
Federal Immigration and Nationality Act. The contractor shall comply with all federal, state
and local immigration laws and regulations relating to the immigration status of their
employees during the term of the contract. Further, the contractor shall flow down this
requirement to all subcontractors utilized during the term of the contract. The State shall
retain the right to perform random audits of contractor and subcontractor records or to inspect
papers of any employee thereof to ensure compliance. Should the State determine that the
contractor and/or any subcontractors be found noncompliant, the State may pursue all
remedies allowed by law, including, but not limited to; suspension of work, termination of the
contract for default and suspension and/or debarment of the contractor.
3.10.
E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants
compliance with all Federal immigration laws and regulations relating to employees and
warrants its compliance with Section A.R.S. § 23- 214, Subsection A.
3.11.
Offshore Performance of Work Prohibited. Any services that are described in the
specifications or scope of work that directly serve the State of Arizona or its clients and
involve access to secure or sensitive data or personal client data shall be performed within
the defined territories of the United States. Unless specifically stated otherwise in the
specifications, this paragraph does not apply to indirect or 'overhead' services, redundant
back-up services or services that are incidental to the performance of the contract. This
provision applies to work performed by subcontractors at all tiers.

4.
Costs and Payments
4.1.
Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30
days. Upon receipt and acceptance of goods or services, the Contractor shall submit a
complete and accurate invoice for payment from the State within thirty (30) days.
4.2.
Delivery. Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination and
shall include all freight delivery and unloading at the destination.
4.3.
Applicable Taxes
4.3.1.
Payment of Taxes. The Contractor shall be responsible for paying all applicable
taxes.
4.3.2.
State and Local Transaction Privilege Taxes. The State of Arizona is subject to all
applicable state and local transaction privilege taxes. Transaction privilege taxes
apply to the sale and are the responsibility of the seller to remit. Failure to collect
such taxes from the buyer does not relieve the seller from its obligation to remit
taxes.
4.3.3.
Tax Indemnification. Contractor and all subcontractors shall pay all Federal, state
and local taxes applicable to its operation and any persons employed by the
Contractor. Contractor shall, and require all subcontractors to hold the State
harmless from any responsibility for taxes, damages and interest, if applicable,
contributions required under Federal, and/or state and local laws and regulations

Solicitation Requirements (rev 12/21) Page 70

and any other costs including transaction privilege taxes, unemployment
compensation insurance, Social Security and Worker’s Compensation.
4.3.4.
IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S.
W9 Form on file with the State of Arizona, unless not required by law.
4.4.
Availability of Funds 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,
4.5.
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 goods or services
are not funded, the State may take any of the following actions:
4.5.1.
Accept a decrease in price offered by the contractor;
4.5.2.
Cancel the Contract; or
4.5.3.
Cancel the contract and re-solicit the requirements.

5.
Contract Changes
5.1.
Amendments. This Contract is issued under the authority of the Procurement Officer who
signed this Contract. The Contract may be modified only through a Contract Amendment
within the scope of the Contract. Changes to the Contract, including the addition of work or
materials, the revision of payment terms, or the substitution of work or materials, directed by
a person who is not specifically authorized by the procurement officer in writing or made
unilaterally by the Contractor are violations of the Contract and of applicable law. Such
changes, including unauthorized written Contract Amendments shall be void and without
effect, and the Contractor shall not be entitled to any claim under this Contract based on
those changes.
5.2.
Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the
performance of this contract without the advance written approval of the Procurement Officer.
The Contractor shall clearly list any proposed subcontractors and the subcontractor’s
proposed responsibilities. The Subcontract shall incorporate by reference the terms and
conditions of this Contract.
5.3.
Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty
under this Contract without the prior written approval of the Procurement Officer. The State
shall not unreasonably withhold approval.

6.
Risk and Liability
6.1.
Risk of Loss: The Contractor shall bear all loss of conforming material covered under this
Contract until received by authorized personnel at the location designated in the purchase
order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for
nonconforming materials shall remain with the Contractor regardless of receipt.

Solicitation Requirements (rev 12/21) Page 71

6.2.
Indemnification
6.2.1.
Contractor/Vendor Indemnification (Not Public Agency). The parties to this contract
agree that the State of Arizona, its departments, agencies, boards and commissions
shall be indemnified and held harmless by the contractor for the vicarious liability of
the State as a result of entering into this contract. However, the parties further agree
that the State of Arizona, its departments, agencies, boards and commissions shall
be responsible for its own negligence. Each party to this contract is responsible for
its own negligence.
6.2.2.
Public Agency Language Only Each party (as 'indemnitor') agrees to indemnify,
defend, and hold harmless the other party (as 'indemnitee') from and against any
and all claims, losses, liability, costs, or expenses (including reasonable attorney's
fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of
any person (including death) or property damage but only to the extent that such
claims which result in vicarious/derivative liability to the indemnitee, are caused by
the act, omission, negligence, misconduct, or other fault of the indemnitor, its
officers, officials, agents, employees, or volunteers."
6.3.
Indemnification - Patent and Copyright. The Contractor shall indemnify and hold harmless
the State against any liability, including costs and expenses, for infringement of any patent,
trademark or copyright arising out of Contract performance or use by the State of materials
furnished or work performed under this Contract. The State shall reasonably notify the
Contractor of any claim for which it may be liable under this paragraph. If the contractor is
insured pursuant to A.R.S. § 41-621 and § 35-154, this section shall not apply.
6.4.
Force Majeure.
6.4.1.
Except for payment of sums due, neither party shall be liable to the other nor
deemed in default under this Contract if and to the extent that such party’s
performance of this Contract is prevented by reason of force majeure. The term
“force majeure” means an occurrence that is beyond the control of the party affected
and occurs without its fault or negligence. Without limiting the foregoing, force
majeure includes acts of God; acts of the public enemy; war; riots; strikes;
mobilization; labor disputes; civil disorders; fire; flood; lockouts; injunctions-
intervention-acts; or failures or refusals to act by government authority; and other
similar occurrences beyond the control of the party declaring force majeure which
such party is unable to prevent by exercising reasonable diligence.
6.4.2.
Force Majeure shall not include the following occurrences:
6.4.2.1.
Late delivery of equipment or materials caused by congestion at a
manufacturer’s plant or elsewhere, or an oversold condition of the
market;

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

Solicitation Requirements (rev 12/21) Page 72

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

6.4.3.
If either party is delayed at any time in the progress of the work by force majeure,
the delayed party shall notify the other party in writing of such delay, as soon as is
practicable and no later than the following working day, of the commencement
thereof and shall specify the causes of such delay in such notice. Such notice shall
be delivered or mailed certified-return receipt and shall make a specific reference
to this article, thereby invoking its provisions. The delayed party shall cause such
delay to cease as soon as practicable and shall notify the other party in writing when
it has done so. The time of completion shall be extended by Contract Amendment
for a period of time equal to the time that results or effects of such delay prevent
the delayed party from performing in accordance with this Contract.
6.4.4.
Any delay or failure in performance by either party hereto shall not constitute default
hereunder or give rise to any claim for damages or loss of anticipated profits if, and
to the extent that such delay or failure is caused by force majeure.
6.5.
Third Party Antitrust Violations. The Contractor assigns to the State any claim for
overcharges resulting from antitrust violations to the extent that those violations concern
materials or services supplied by third parties to the Contractor, toward fulfillment of this
Contract.

7.
Warranties
7.1.
Liens. The Contractor warrants that the materials supplied under this Contract are free of
liens and shall remain free of liens.
7.2.
Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor
warrants that, for one year after acceptance by the State of the materials, they shall be:
7.2.1.
Of a quality to pass without objection in the trade under the Contract description;
7.2.2.
Fit for the intended purposes for which the materials are used;
7.2.3.
Within the variations permitted by the Contract and are of even kind, quantity, and
quality within each unit and among all units;
7.2.4.
Adequately contained, packaged and marked as the Contract may require; and
7.2.5.
Conform to the written promises or affirmations of fact made by the Contractor.
7.3.
Fitness. The Contractor warrants that any material supplied to the State shall fully conform
to all requirements of the Contract and all representations of the Contractor, and shall be fit
for all purposes and uses required by the Contract.
7.4.
Inspection/Testing. The warranties set forth in subparagraphs 7.1 through 7.3 of this
paragraph are not affected by inspection or testing of or payment for the materials by the
State.

Solicitation Requirements (rev 12/21) Page 73

7.5.
Compliance With Applicable Laws. The materials and services supplied under this Contract
shall comply with all applicable Federal, state and local laws, and the Contractor shall
maintain all applicable license and permit requirements.
7.6.
Survival of Rights and Obligations after Contract Expiration or Termination.
7.6.1.
Contractor's Representations and Warranties. All representations and warranties
made by the Contractor under this Contract shall survive the expiration or
termination hereof. In addition, the parties hereto acknowledge that pursuant to
A.R.S. § 12-510, except as provided in A.R.S. § 12- 529, the State is not subject to
or barred by any limitations of actions prescribed in A.R.S., Title 12, Chapter 5.
7.6.2.
Purchase Orders. The Contractor shall, in accordance with all terms and conditions
of the Contract, fully perform and shall be obligated to comply with all purchase
orders received by the Contractor prior to the expiration or termination hereof,
unless otherwise directed in writing by the Procurement Officer, including, without
limitation, all purchase orders received prior to but not fully performed and satisfied
at the expiration or termination of this Contract.

8.
State's Contractual Remedies
8.1.
Right to Assurance. If the State in good faith has reason to believe that the Contractor does
not intend to, or is unable to perform or continue performing under this Contract, the
Procurement Officer may demand in writing that the Contractor give a written assurance of
intent to perform. Failure by the Contractor to provide written assurance within the number
of Days specified in the demand may, at the State’s option, be the basis for terminating the
Contract under the Uniform Terms and Conditions or other rights and remedies available by
law or provided by the contract.
8.2.
Stop Work Order.
8.2.1.
The State may, at any time, by written order to the Contractor, require the
Contractor to stop all or any part of the work called for by this Contract for period(s)
of days indicated by the State after the order is delivered to the Contractor. The
order shall be specifically identified as a stop work order issued under this clause.
Upon receipt of the order, the Contractor shall immediately comply with its terms
and take all reasonable steps to minimize the incurrence of costs allocable to the
work covered by the order during the period of work stoppage.
8.2.2.
If a stop work order issued under this clause is canceled or the period of the order
or any extension expires, the Contractor shall resume work. The Procurement
Officer shall make an equitable adjustment in the delivery schedule or Contract
price, or both, and the Contract shall be amended in writing accordingly.
8.2.3.
Non-exclusive Remedies. The rights and the remedies of the State under this
Contract are not exclusive.

Solicitation Requirements (rev 12/21) Page 74

8.3.
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.
8.4.
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 for the purpose of
influencing the outcome of the procurement or securing the Contract, an amendment to the
Contract, or favorable treatment concerning the Contract, including the making of any
determination or decision about contract performance. The State, in addition to any other
rights or remedies, shall be entitled to recover exemplary damages in the amount of three
times the value of the Gratuity offered by the Contractor.
9.3.
Suspension or Debarment. The State may, by written notice to the Contractor, immediately
terminate this Contract if the State determines that the Contractor has been debarred,
suspended or otherwise lawfully prohibited from participating in any public procurement
activity, including but not limited to, being disapproved as a subcontractor of any public
procurement unit or other governmental body. Submittal of an offer or execution of a contract
shall attest that the contractor is not currently suspended or debarred. If the contractor
becomes suspended or debarred, the contractor shall immediately notify the State.
9.4.
Termination for Convenience. The State reserves the right to terminate the Contract, in whole
or in part at any time when in the best interest of the State, without penalty or recourse. Upon
receipt of the written notice, the Contractor shall stop all work, as directed in the notice, notify
all subcontractors of the effective date of the termination and minimize all further costs to the
State. In the event of termination under this paragraph, all documents, data and reports
prepared by the Contractor under the Contract shall become the property of and be delivered

Solicitation Requirements (rev 12/21) Page 75

to the State upon demand. The Contractor shall be entitled to receive just and equitable
compensation for work in progress, work completed and materials accepted before the
effective date of the termination. The cost principles and procedures provided in A.A.C. R2-
7-701 shall apply.
9.5.
Termination for Default.
9.5.1.
In addition to the rights reserved in the contract, the State may terminate the
Contract in whole or in part due to the failure of the Contractor to comply with any
term or condition of the Contract, to acquire and maintain all required insurance
policies, bonds, licenses and permits, or to make satisfactory progress in
performing the Contract. The Procurement Officer shall provide written notice of the
termination and the reasons for it to the Contractor.
9.5.2.
Upon termination under this paragraph, all goods, materials, documents, data and
reports prepared by the Contractor under the Contract shall become the property
of and be delivered to the State on demand.
9.5.3.
The State may, upon termination of this Contract, procure, on terms and in the
manner that it deems appropriate, materials or services to replace those under this
Contract. The Contractor shall be liable to the State for any excess costs incurred
by the State in procuring materials or services in substitution for those due from the
Contractor.
9.6.
Continuation of Performance Through Termination. The Contractor shall continue to perform,
in accordance with the requirements of the Contract, up to the date of termination, as directed
in the termination notice.
10.
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 (Title 41).
12.
Comments Welcome
The State Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes
any comments you may have. Please submit your comments to: State Procurement Administrator,
State Procurement Office, 100 North 15th Avenue, Phoenix, Arizona, 85007. Exhi bit