AAGO15-092041-AAGO15-00004332_Amendment_2_9-17-2014.pdf

mailto:jerry.connolly@azag.gov

STATE OF ARIZONA

ARIZONA OFFICE OF THE ATTORNEY GENERAL

REQUEST FOR PROPOSAL

SOLICITATON NUMBER: AAGO15-00004332

Project #AG14-0029

DESCRIPTION: Consumer Complaint Management Software System

ELECTRONIC DOCUMENTS: This Request for Proposal (RFP) is available through the State of Arizona Electronic Procurement System, ProcureAZ. The site is found at https://procure.az.gov; use the Solicitation number above to find the solicitation.

PROCUREAZ OFFER, SUBMISSION, DUE DATE, AND TIME: Offers in response to this solicitation shall be submitted within the State's eProcurement system, ProcureAZ (https://procure.az.gov). Offers shall be received before the date and time listed in the solicitation's 'Bid Opening Date' field. Offers submitted outside ProcureAZ, or those that are received on or after the date/time stated in the 'Bid Opening Date' field, shall be rejected.

Questions regarding submitting your proposal into ProcureAZ should be directed to the ProcureAZ Help Desk at procure@azdoa.gov or 602-542-7600. Offeror should avoid responding in the final minutes before closing.

GENERAL INFORMATION: In accordance with ARS §41-2534 competitive sealed proposals for the services specified will be received by Arizona Office of the Attorney General Procurement at the specified location until the time and date cited above. Offers received by the correct date and time will be opened and the name of each Offeror will be publicly read.

Offers must be in the actual possession of the Arizona Office of the Attorney General, Procurement Office, on or prior to the Solicitation Due Date and Time, and at the location indicated above. Late offers shall not be considered.

Offerors are Strongly Encouraged to Carefully Read the Entire Request for Proposals

SOLICITATION CONTACT PERSON:

Cindy Palmer, Procurement Officer Phone Number: (602) 542-7986 Facsimile Number: (602) 251-2285 E-mail: Cindy.Palmer@azag.gov 1275 West Washington Street Phoenix, AZ 85007 https://procure.az.gov/ https://procure.az.gov/ mailto:procure@azdoa.gov mailto:Cindy.Palmer@azag.gov

SCOPE OF WORK Arizona Office of the Attorney General

1275 W Washington Phoenix, AZ 85007-2926

SOLICITATION NO: AAGO15-00004332 Page

1. Scope of Work

1.1. Purpose

This contract is intended to provide the Arizona Office of the Attorney General (AGO) with software and services to produce a consumer complaint intake, tracking and response system which will allow the AGO’s Consumer Information and Complaints Unit to efficiently manage individual complaints and query the system for standard and ad hoc reports. The diverse nature of the AGO creates an environment that makes a multi-tenancy system, which would allow the base software to be expanded to handle similar functions for other sections with similar needs, a viable and desired solution for the AGO should funding for additional functions become available in the future. Other related services may be included.

1.2. Background of Agency

The Attorney General’s Office is the largest law office in the State, with approximately 400 attorneys and 1,000 employees. The AGO provides legal advice to most State agencies. The AGO also investigates and prosecutes consumer fraud, white-collar crime, organized crime, public corruption, drug, environmental violations and deprivation of civil rights.

The Consumer Information and Complaint Unit (CIC), which is part of the AGO’s Consumer Protection and Advocacy Section, is responsible for managing the intake of consumer complaints filed with the Attorney General. CIC manages the intake of approximately 15,000 written consumer complaints annually. The AGO takes these consumer complaints very seriously and is committed to providing prompt and accurate responses to consumers. CIC responds to virtually every written complaint. The CIC response can vary depending on the nature of the complaint. The AGO may have no authority or jurisdiction over the matter.

Although the AGO does not provide legal representation to consumers, the AGO may take on a mediation role in order to resolve a complaint. The AGO may initiate consumer fraud or criminal investigation. Finally, the AGO may take enforcement action against the violator.

The existing CIC complaint in-take system was developed in Oracle Forms and runs over an Oracle Enterprise Server database. It houses 57 tables with a total of 3.5 million records. Of those 3.5 million records, 600,000 are complaint records and only 40,000 are open complaint records. The AGO is only looking to migrate the open complaints to the new in-take system.

1.3. Scope of Work

1.3.1. CIC System Requirements

Contractor shall be required to provide a system with these minimum requirements:

1.3.1.1. Ability to allow web-based, multi-user storage, retrieval and update of consumer complaint information by CIC staff, in a relational database.

1.3.1.2. Ability to allow web-based basic complaint form information, entered by consumers, to be imported into the system, along with web-based upload of documents by consumers. The web-based complaint form for consumers shall have cyber security protections to prevent bulk entry of complaints from malicious computer systems that intend to cause disruptions in service.

1.3.1.3. The system should be searchable by current Complaint Number, complainant name

1275 W Washington Phoenix, AZ 85007-2926 and address information, potential violator name and address information, CIC defined tags, including Military Service, Veteran and Spanish Language, and complaint status.

1.3.1.4. The following information should be stored for each complaint:

1.3.1.4.1. Complainant name, address, multiple phone numbers, age, email address.

1.3.1.4.2. Complaint information, including description/summary, type of complaint (entered from a list), product or service type (entered from list), type of violation (entered from a list of violations), open and closed dates, closing codes (chosen from list), complaint status (entered from list) including who is handling the complaint, dollar amounts paid by complainant, recovered amounts.

1.3.1.4.3. Multiple potential violator information (as many as needed), including name, company name, address, multiple phone numbers, fax, email address, web site.

1.3.1.4.4. Multiple affiliated potential violator information, including “Do Business As” (DBA), Associate Potential Violator (APV) name, type, business name, address, multiple phone numbers, fax, email address, web site.

1.3.1.4.5. CIC defined tags, including Military Service, Veteran and Spanish Language.

1.3.1.5. For each complaint, the system should be able to:

1.3.1.5.1. Track multiple actions done in processing the complaint (chosen from list) including sending email confirmation of receipt of complaint.

1.3.1.5.2. Track multiple brochures sent to the complainant.

1.3.1.5.3. Generate pre-designed form letters that can be sent electronically and/or hardcopy to the complainant, potential violator(s) and affiliated potential violator(s), and provide the ability to edit the form letters prior to sending.

1.3.1.5.4. Track recoveries of money or products, and source of monies.

1.3.1.5.5. Attach multiple documents to the complaint.

1.3.1.5.6. Track referrals of the complaint to other organization (chosen from list).

1.3.1.5.7. Retain current CIC numbers (unique identifiers).

1.3.1.5.8. Track notes/instructions for pending investigations (CIC Rules).

1.3.1.6. The system should allow multiple access levels with group assignments:

1.3.1.6.1. Data entry mode for CIC staff.

1.3.1.6.2. Data entry plus reporting access for CIC and Consumer Litigation

Unit managers.

1.3.1.6.3. Read-only mode for attorneys and paralegals.

1.3.1.6.4. Ability to wall off access for any one particular user to a particular complaint or series of complaints due to a conflict of interest

1.3.1.7. Detail and summary reporting should be provided for all stored data, plus non-encrypted access to the database, in case IT staff needs to design custom reports.

1.3.1.8. An integrated tickler system should notify when action is needed to be taken on a

1275 W Washington Phoenix, AZ 85007-2926 complaint.

1.3.1.9. (Optional) - Compatibility with Federal Trade Commission data base.

1.3.2. Maintenance and Support

1.3.2.1. Provide any new software versions with functionality enhancements.

1.3.2.2. Provide regular system updates to resolve documented functional flaws and security vulnerabilities.

1.3.2.3. Operate a live help desk call center which provides technical support on product related issues during normal business hours (8-5, M-F) and optional after hours support.

1.3.3. Training

The contractor shall provide on-site training to AGO personnel that will assure a working knowledge of the navigation, input, response creation and reporting features in the software.

All manuals necessary for the required training shall be furnished by the contractor. An option for follow-up and new employee training shall be offered.

1.3.4. Consulting

Any proposal shall include all consulting services required to implement the complaint in-take system including server software installation, database setup, system configuration, web design, screen layouts, data validation perimeters, business process diagrams, data migration, database tuning, and system documentation.

1.3.5. Client Server Technology

The AGO currently manages both an Oracle 11g and SQL Server 2008 R2 client server database environments for internal data processing. Any proposed AGO housed client server system should be fully compatible with one of these two database technologies. Any other proposed client server technology will have the additional burden of infrastructure build-out costs added to their bid.

1.3.6. Cloud Technology

Any proposals to use cloud-based technology shall include any initial capital expenditure as well as annual operational hosting costs with predetermined limits to rate hikes for the contract period. Data centers shall be FedRAMP certified. The AGO shall retain all intellectual property rights to any data collected, metadata generated, and stored in association with the AGO complaint in-take system. Any proposed bid shall include a detailed exit strategy including an export of all system data 120 days prior to contract termination in a current SQL Server format that maintains all data relationships and table structures. A final data export with all the same format conditions shall be provided upon contract termination.

SPECIAL TERMS AND CONDITIONS Arizona Office of the Attorney

1275 W Washington Phoenix, AZ 85007-2926

2. Special Terms and Conditions

2.1 Contract

This contract is issued for the Arizona Attorney General Office in accordance with

ARS §41-2534.

2.2 Contract Type

Firm Fixed Cost.

2.3 Term of Contract

The term of the contract shall commence upon award and shall remain in effect for a period of one year thereafter unless terminated, canceled or extended as otherwise provided herein.

2.4 Contract Extension

By contract amendment, any resultant contract may be extended for supplemental periods of up to a maximum of 48 months. If the Office of the Attorney General exercises such rights, all terms, conditions and provisions of the original contract shall remain in effect and apply during the renewal period, with the possible exception of price.

2.5 Changes

The Office of the Attorney General reserves the right to add or delete related services and materials and make other changes within the general scope of work as may be deemed necessary to best serve the interests of the State. Changes to the Contract shall be documented by formal written amendment(s).

2.6 Documents Incorporated by Reference

The State of Arizona’s Uniform Instructions to Offerors (rev 7-2013) and Uniform Terms and Conditions V9_(Rev 7-1-2013) are incorporated into this contract as if fully set forth herein.

Copies of these documents are attached to this solicitation as a separate document under the Attachment Tab.

2.7 Estimated Usage

Any contract resulting from this Solicitation shall be used on an as needed, if needed basis.

The State makes no guarantee as to the amount of work that may be performed under any resulting contract.

2.8 Non-Exclusive Contract

The Office of the Attorney General has the right to go outside the contract to obtain similar services or obtain materials from another source when necessary to meet the requirements of the State. Any off contract procurement shall be made in accordance with the Arizona Procurement Code.

2.9 Key Personnel

The contractor agrees to utilize only experienced, responsible, and capable people in the performance of this contract. The contractor shall bear all transitional expenses incurred for any costs associated with removing or replacing key personnel who are performing work under this contract.

1275 W Washington Phoenix, AZ 85007-2926

2.10 Skill and Knowledge of Contractor’s Employees

Contractor represents and warrants to the State that Contractor has the skill and knowledge possessed by members of its trade or profession and Contractor will apply skill and knowledge with care and diligence so Contactor and Contractor’s employees and any authorized subcontractors shall perform the Services described in this Contract in accordance with the Statement of Work.

2.11 Background Check of Contractor’s Employees

The Office of the Attorney General may require all personnel, contractors, employees, or subcontractors, working with the Office of the Attorney General to submit to and successfully pass fingerprinting and background checks.

2.12 Removal of Contractor's Employees

The Office of the Attorney General may require the contractor to remove from an assignment employees who endanger persons, property or whose continued employment under this contract is inconsistent with the interests of the Office of the Attorney General.

2.13 Availability of Contractor

The contractor shall be available immediately upon receipt of the Notice to Proceed and remain available to the Office of the Attorney General throughout the period of performance as stated in the contract.

2.14 Confidentiality of Records

The contractor shall establish and maintain procedures and controls that are acceptable to the Office of the Attorney General for the purpose of assuring that no information contained in its records or obtained from the State or from others carrying out its functions under the contract shall be used by or disclosed by the contractor, its agents, offices, employees, subcontractors, except as required to efficiently perform duties under the contract. Persons requesting such information shall be referred to the Office of the Attorney General. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of the contractor as needed for the performance of duties under the contract, unless otherwise agreed to in writing by the Office of the Attorney General.

2.15 Treatment of Confidential Business Information

AGO may turn over to the Contractor Confidential Business Information (CBI) necessary to carry out the work required under the Contract or the Contractor may be exposed to Confidential Business Information while working with the AGO. The Contractor and the Contractor’s employees agree to use the CBI only under the following conditions:

2.15.1 Use the CBI only for the purposes of carrying out the work required by the Contract;

2.15.2 Not disclose the information to anyone other than properly cleared employees; and

2.15.3 Return the CBI to AGO whenever the information is no longer required by the Contractor for performance of the work required by the Contract, or upon completion/termination of the Contract.

2.16 Laws and Regulations

The contractor shall establish and maintain procedures and controls that comply with laws and regulations. The Contractor shall hold the State and the Attorney General harmless from loss, 1275 W Washington Phoenix, AZ 85007-2926 cost or damage by reason of any actual or alleged violation thereof arising out of the Contractor’s employees or subcontractor’s failure to so comply.

2.17 Health Insurance Portability and Accountability Act of 1996 (HIPAA) The Office of the Attorney General intends to comply with assurances given to components of the State covered under HIPAA and its accompanying Administrative Simplication Regulations (“Covered Components”). These written assurances certify that the Office will collect, receive, use, and disclose the minimum necessary protected health information and related records solely for the purposes allowed under HIPAA. The Contractor warrants that he or she is familiar with the requirements of HIPAA and its accompanying regulations and will comply with any HIPAA requirement that may be applicable to the Office during the course of this agreement. In addition, the Contractor shall agree to cooperate to ensure compliance with assurances given to Covered Components, including signing a Business Associate Agreement in cases where the Contractor, Contractor’s employees, and any Subcontractors may work with data that involves a Covered Component (e.g. CPS, DDD, State Hospital, BHS, AHCCCS, etc.) and these agencies receive protected health information from or on behalf of the HIPAA covered client. Counsel agrees to execute such further HIPAA assurances or agreements as the State may deem appropriate.

2.18 Pricing

2.18.1 Pricing

All Prices shall be on an all-inclusive basis and shall contain the labor rate, labor benefits, payroll burden, insurance, workman's compensation, all taxes, profit, overhead, general and administrative expenses, fees, travel expenses and all other related charges.

2.18.2 Price Reduction

A price reduction adjustment may be offered at any time during the term of the contract and shall become effective upon notice.

2.18.3 Price Adjustment

The contractor may submit a fully documented request for a price increase at the time of contract renewal. The Office of the Attorney General will determine whether the price increase or an alternate solution, including contract termination, is in the best interest of the State of Arizona.

2.19 Shipping

Prices shall be FOB Destination Phoenix, Arizona.

2.20 Invoicing

2.20.1 Invoice Frequency

The contractor shall submit monthly invoices during the performance of this contract. Payment shall only be for the amount of work completed and accepted by the Office of the Attorney General, for that preceding month unless otherwise stipulated in the contract. Invoices shall be received no later than the current month for the previous month’s performance. In no instance shall the amount(s) being invoiced differ from the price established in the contract and any subsequent approved written Amendments.

1275 W Washington Phoenix, AZ 85007-2926

2.20.2 Invoices and Payment

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.

2.20.3 Invoice Format

Invoices shall clearly indicate the work accomplished. The total amount for each task billed must be itemized on each invoice. Contract and/or Purchase Order numbers should be included. The contractor shall submit invoices to the Office of the Attorney General, Attention:

Accounts Payable, 1275 West Washington Street, Phoenix, AZ 85007.

2.21 Software Ownership

2.21.1 The Contractor shall maintain all title, copyright, and other proprietary rights in the Software, except as expressly provided herein. AGO does not acquire any rights, express or implied, in the Software, other than those specified in this Contract.

2.21.2 Contractor hereby warrants and represents to AGO that Contractor is the owner of the Software or otherwise has the right to sell the Software or grant a perpetual license to the Software to AGO without violating any rights of any third party, and that there is currently no actual or threatened suit by any such third party based on an alleged violation of such right by Contractor.

2.21.3 Rights in Data - Data originating from the contract shall be "works for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by the AGO.

2.21.4 Notwithstanding the foregoing, if the State elects, in its sole and absolute discretion, to relinquish its ownership interest in any or all of the Intellectual Property, the State shall have the rights to use, modify, reproduce, release, perform, display, sublicense or disclose such Intellectual Property within State government and operations without restriction for any activity in which the State is a party (collectively, "Government Purpose Rights").

2.22 Software Warranty

Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that, for one year after acceptance by the State, the Materials shall be:

2.22.1 Of a quality to pass without objection in the trade under the Contract description;

2.22.2 Fit for the intended purposes for which the Materials are used;

2.22.3 Conform to the written promises or affirmations of fact made by the Contractor; and

2.22.4 Fully compatible with the State's computer hardware and software environment.

2.23 Software Upgrades and Enhancements

At AGO’s option, the Contractor shall be required during the duration of this contract to supply AGO at no added cost:

2.23.1 Updated versions of the Software to operate on upgraded versions of operating systems;

1275 W Washington Phoenix, AZ 85007-2926

2.23.2 Updated versions of the Software which encompass improvements, extensions, or other changes which are improvements or extensions of the original products supplied to the AGO; and

2.23.3 A re-download of software shall be available should the AGO experience a server failure.

2.23.4 All of Contractor’s obligations in this Contract, including but not limited to warranty, support and maintenance obligations, apply with full force to software upgrades and enhancements.

2.24 Software Maintenance and Support

Contractor shall provide a replacement copy or correction service at no additional cost to the AGO for any error, malfunction, or defect, if any, in the Contractor-supplied Software which, when used as delivered, fails to perform in accordance with Contractor's officially announced technical specifications or Contractor's proposal and which the AGO shall bring to Contractor's attention. Contractor shall undertake appropriate correction service and shall use its best efforts to make corrections in a manner which is mutually beneficial. Contractor shall disclose all known defects and their detours or workarounds to the AGO.

2.25 Other Warranties

2.25.1 The Physical Media Warranty

The Physical Media Warranty does not apply if software is supplied as a download. The following applies if a physical disc is provided to the AGO:

a) Contractor warrants to AGO that each licensed copy of the Software provided by Contractor is and will be free from physical defects in the media that tangibly embodies the copy (the "Physical Media Warranty"). The Physical Media Warranty does not apply to defects discovered more than one year after the Date of Acceptance of the Software copy by the AGO.

b) The Physical Media Warranty does not apply to defects arising from acts of non- Contractor employees, agents, or Subcontractors after the media has left Contractor's control in cases of theft, vandalism, fire, water, acts of God or other perils beyond the control of Contractor.

c) AGO shall be entitled to replacement by Contractor, at Contractor's expense including shipping and handling costs, of any Software copy provided by Contractor that does not comply with this warranty.

d) AGO shall have the right to store a copy of the software on our server with the purpose of reloading due to a catastrophic server failure etc.

2.25.2 No Surreptitious Code Warranty

Contractor represents and warrants that the Materials provided through this Contract and Statement of Work shall be free of viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the Materials, collect unlawful personally identifiable information on users or prevent the Materials from performing as

1275 W Washington Phoenix, AZ 85007-2926 required under the terms and conditions of this Contract.

a) Contractor warrants to AGO that no copy of the Software provided to AGO contains or will contain any Self-Help Code or any Unauthorized Code as defined below. The warranty is referred to in this Contract as the "No Surreptitious Code Warranty."

b) As used in this Contract, "Self-Help Code" means any back door, time bomb, drop dead device, or other Software routine designed to disable a computer program automatically with the passage of time or under the positive control of a person other than AGO. Self- Help Code does not include Software routines in a computer program, if any, designed to permit an Owner of the computer program (or other person acting by authority of the Owner) to obtain access to AGO's computer system(s) (e.g. remote access via modem) for purposes of maintenance or technical support.

c) As used in this Contract, "Unauthorized Code" means any virus, Trojan horse, worm or other Software routines or components designed to permit unauthorized access to disable, erase, or otherwise harm Software, Equipment, or data; or to perform any other such actions. The term Unauthorized Code does not include Self-Help Code.

d) Contractor will defend AGO against any claim, and indemnify AGO against any loss or expense arising out of any breach of the No Surreptitious Code Warranty.

2.25.3 Compliance with Standards

a) Contractor represents and warrants that all Software and elements thereof, including but not limited to, documentation and source code, shall meet and be maintained by Contractor to conform to applicable industry and State standards.

2.26 Disability Access

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. § 41-2531 and § 41-2532 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.

2.27 Insurance and Indemnification

2.27.1 Indemnification Clause

Contractor shall indemnify, defend with counsel reasonably approved by the State, and hold harmless the State, its departments, agencies, boards, commissions, universities, officers, agents, and employees (collectively, the “Indemnitee”) from and against any and all claims, actions, damages, costs (including attorneys’ fees), and losses arising under this Contract, including, but not limited to, bodily injury or personal injury (including death) or loss or damage to tangible or intangible property, but excluding damages arising solely from gross negligence or willful misconduct of the Indemnitee. This indemnification obligation includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of Contractor to comply with any federal, state or local law, statute, ordinance, rule, regulation or court decree. Contractor shall have control, subject to the reasonable approval of the State, of the defense of any action on such claim and all negotiations for its settlement or

1275 W Washington Phoenix, AZ 85007-2926 compromise, provided, however, that when substantial principles of government or public law are involved, or when involvement of the State is otherwise mandated by law, the State may elect, in its sole and absolute discretion, to participate in such action at its own expense with respect to attorneys’ fees and costs, but not liability, and the State shall have the right to approve or disapprove any settlement, which approval shall not be unreasonably withheld or delayed. The State shall reasonably cooperate in its defense and any related settlement negotiations.

2.27.1.1 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.

2.27.2 IP Indemnification Clause

Indemnification - Patent and Copyright. With respect solely to Materials provided or proposed by Contractor or Contractor's agents, emp1oyees, or subcontractors (each a “Contractor Party”) for performance of this Contract, Contractor shall indemnify, defend and hold harmless the State, its departments, agencies, boards, commissions, universities, officers, agents and employees (collectively, the "Indemnitee"), against any third-party claims for liability, including, but not limited to, reasonable costs and expenses, including attorneys' fees, for infringement or violation of any patent, trademark, copyright or trade secret, by such Materials or the State’s use thereof.

In addition, with respect to claims arising from computer hardware or software manufactured or developed solely by a third party, Contractor shall pass through to the State such indemnity rights as it receives from such third party (the "Third Party Obligation") and will cooperate in enforcing them; provided, however, that (i) if the third party manufacturer fails to honor the Third Party Obligation, or (ii) the Third Party Obligation is insufficient to fully indemnify the State, Contractor shall indemnify, defend and hold harmless the State against such claims in their entirety or for the balance of any liability not fully covered by the Third Party Obligation.

The State shall reasonably notify the Contractor of any claim for which Contractor may be liable under this section. If the Contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this section shall not apply. Contractor shall have control, subject to the reasonable approval of the State, of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when substantial principles of government or public law are involved or when involvement of the State is otherwise mandated by law, the State may elect, in its sole and absolute discretion, to participate in such action at its own expense with respect to attorneys' fees and costs, but not liability, and the State shall have the right to approve or disapprove any settlement, which approval shall not be unreasonably withheld or delayed. The State shall reasonably cooperate in the defense and any related settlement negotiations.

If Contractor believes at any time that any Materials provided or in use pursuant to this Contract infringe a third party's intellectual property rights, Contractor shall, at Contractor's sole cost and expense, and upon receipt of the State's prior written consent, which shall not be unreasonably withheld, (i) replace an infringing Material with a non-infringing Material; (ii) obtain for the State the right to continue to use the infringing Material; or (iii) modify the infringing Material to be non-infringing, provided that following any replacement or modification made pursuant to the foregoing, the Material continues to function in accordance with the Contract. Contractor’s failure or inability to accomplish any of the foregoing shall be deemed a material breach of this Contract.

1275 W Washington Phoenix, AZ 85007-2926

Notwithstanding the foregoing, Contractor shall not be liable for any claim for infringement based solely on any Indemnitee’s:

(i) modification of Materials provided by Contractor other than as contemplated by the Contract or the specifications of such Materials or as otherwise authorized or proposed in any way by Contractor or a Contractor Party;

(ii) use of the Materials in a manner other than as contemplated by this Contract or the specifications of such Materials, or as otherwise authorized or proposed in any way by Contractor or a Contractor Party; or

(iii) use of the Materials in combination, operation, or use with other products in a manner not contemplated by the Contract, or, the specifications of such Materials, or as otherwise authorized or proposed in any way by Contractor or a Contractor Party.

Contractor certifies, represents and warrants to the State that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of the Contract for the acquisition, operation or maintenance of Materials in violation of intellectual property laws.

2.28 Insurance Requirements:

2.28.1 Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract, are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors.

2.28.2 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 might arise out of the performance of the work under this contract by the Contractor, its agents, representatives, employees or subcontractors, and Contractor is free to purchase additional insurance.

2.28.3 Minimum Scope and Limits of Insurance:

Contractor shall provide coverage with limits of liability not less than those stated below.

2.28.3.1 Commercial General Liability – Occurrence Form

Policy shall include bodily injury, property damage, personal injury and broad form contractual liability coverage.

2.28.3.1.1 General Aggregate $2,000,000

2.28.3.1.2 Products – Completed Operations Aggregate $1,000,000

2.28.3.1.3 Personal and Advertising Injury $1,000,000

2.28.3.1.4 Blanket Contractual Liability – Written and Oral $1,000,000

2.28.3.1.5 Damage to Rented Premises $50,000 $

2.28.3.1.6 Each Occurrence $1,000,000

2.28.3.2 The policy shall be endorsed (Blanket Endorsements are not acceptable) to include the following additional insured language: “The State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, 1275 W Washington Phoenix, AZ 85007-2926 agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor.”

Such additional insured shall be covered to the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of those required by this Contract.

2.28.3.3 Policy shall contain a waiver of subrogation endorsement (Blanket Endorsements are not acceptable) 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.

2.28.4 Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or non-owned vehicles used in the performance of this Contract.

2.28.4.1 Combined Single Limit (CSL) $1,000,000

2.28.4.1.1 The policy shall be endorsed (Blanket Endorsements are not acceptable) to include the following additional insured language:

“The State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor, involving automobiles owned, leased, hired or borrowed by the Contractor.” Such additional insured shall be covered to the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of those required by this Contract.

2.28.4.1.2 Policy shall contain a waiver of subrogation endorsement (Blanket Endorsements are not acceptable) 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.

2.28.5 Worker's Compensation and Employers' Liability

2.28.5.1 Workers' Compensation Statutory

2.28.5.2 Employers' Liability

2.28.5.2.1 Each Accident $1,000,000

2.28.5.2.2 Disease – Each Employee $1,000,000

2.28.5.2.3 Disease – Policy Limit $1,000,000

2.28.5.3 Policy shall contain a waiver of subrogation endorsement (Blanket Endorsements are not acceptable) 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.

2.28.5.4 This requirement shall not apply to: Separately, EACH contractor or subcontractor exempt under A.R.S. § 23-901, AND when such contractor or subcontractor executes the appropriate waiver (Sole Proprietor/Independent Contractor) form.

1275 W Washington Phoenix, AZ 85007-2926

2.28.6 Technology Errors and Omissions Insurance

2.28.6.1 Each Claim $1,000,000

2.28.6.2 Annual Aggregate $2,000,000

2.28.6.3 Coverage to include:

Systems analysis;

Software design;

Systems programming;

Data processing;

Systems integration;

Outsourcing including outsourcing development and design;

Systems design, consulting, development and modification;

Training services relating to computer software or hardware;

Management, repair and maintenance of computer products, networks and systems;

Marketing, selling, servicing, distributing, installing and maintaining computer hardware or software; and Data entry, modification, verification, maintenance, storage, retrieval or preparation of data output.

2.28.6.3.1 In the event that the professional liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.

2.28.6.3.2 The policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Work of this contract.

2.28.7 Additional Insurance Requirements:

The policies shall include, or be endorsed to include, the following provisions:

2.28.7.1 The Contractor's policies shall stipulate that the insurance afforded the Contractor shall be primary insurance 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).

2.28.7.2 Coverage provided by the Contractor shall not be limited to the liability assumed under the indemnification provisions of this Contract.

2.28.8 Notice of Cancellation:

With the exception of (10) day notice of cancellation for non-payment of premium, any changes material to compliance with this contract in the insurance policies above shall require (30) days written notice to the State of Arizona. Such notice shall be sent directly to Jerry Connolly, Office of the Arizona Attorney General, 1275 West Washington Street, Phoenix, AZ 85007 and shall be sent by certified mail, return receipt requested.

2.28.9 Acceptability of Insurers:

Contractors insurance shall be placed with companies licensed in the State of Arizona or hold

1275 W Washington Phoenix, AZ 85007-2926 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.

2.28.10 Verification of Coverage:

2.28.10.1 Contractor shall furnish the State of Arizona with certificates of insurance

(ACORD form or equivalent approved by the State of Arizona) as required by this Contract. The certificates for each insurance policy are to be signed by an authorized representative.

2.28.10.2 All certificates and endorsements (Blanket Endorsements are not acceptable) are to be received and approved by the State of Arizona before work commences.

Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract.

2.28.10.3 All certificates required by this Contract shall be sent directly to Jerry Connolly, Office of the Arizona Attorney General, 1275 West Washington Street, Phoenix, AZ 85007. 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, certified copies of all insurance policies required by this Contract at any time.

2.28.11 Subcontractors:

Contractors’ certificate(s) shall include all subcontractors as insureds under its policies or

Contractor shall furnish to the State of Arizona separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above.

2.28.12 Approval:

Any modification or variation from the insurance requirements in this Contract shall be made by the contracting agency in consultation with the Department of Administration, Risk Management Division. Such action will not require a formal Contract amendment, but may be made by administrative action.

2.28.13 Exceptions:

In the event the Contractor or sub-contractor(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 sub-contractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply.

2.29 Notices Correspondence and Invoices

Notices, Correspondence and Invoices from the contractor to the Office of the Attorney General shall be sent to:

Arizona Office of the Attorney General 1275 West Washington Street

1275 W Washington Phoenix, AZ 85007-2926

Phoenix, AZ 85007

3 SPECIAL INSTRUCTIONS TO OFFERORS

3.1 Solicitation Inquiries

1275 W Washington Phoenix, AZ 85007-2926

3.1.1 Issuing Office Solicitation Contact Person

The AGO Procurement Office Solicitation Contact Person identified on the cover page of this RFP shall be the sole point of contact for purposes of the preparation and submittal of proposals to this Solicitation.

3.1.2 Solicitation Clarifications

No later than the Solicitation Questions due date and time, all questions or clarification requests regarding this solicitation should be directed to the attention of the Solicitation Contact Person via the Q & A Tab in ProcureAZ. If this results in a change to the Solicitation, a written Solicitation Amendment will be issued prior to the Solicitation due date.

3.1.3 Solicitation Amendments

The Offeror should acknowledge receipt of a Solicitation Amendment by signing and returning the Solicitation Amendment with their proposal by the specified due date and time.

3.2 Solicitation Submission Guidelines

3.2.1 Late Proposals

All proposals must be received before the solicitation's 'Bid Due Date' field and ‘Time’ specified. Any response received on or after the solicitation due date and time specified will not be considered. Offers in response to this solicitation shall be submitted within the State's eProcurement system, ProcureAZ (https://procure.az.gov). Offers shall be received before the date/time listed in the solicitation's 'Bid Opening Date' field. Offers submitted outside ProcureAZ, or those that are received on or after the date/time stated in the 'Bid Opening Date' field, shall be rejected. Questions in this regard shall be directed to the Procurement Officer or to the ProcureAZ Help Desk (procure@azdoa.gov or 602-542- 7600).

3.2.2 Withdrawal of an Offer

At any time prior to a specified solicitation due date and time, a Bidder/Offeror (or designated representative) may withdraw their offer. Any offer which is not completed and properly submitted in ProcureAZ by the Bid Opening Date/Time posted shall be considered as withdrawn by the Offeror.

3.2.3 Primary Contractor

Teaming Arrangements may be proposed but must designate a “Prime Contractor” and identify any other teaming entity as a subcontractor. The AGO will not accept a teaming arrangement that designates more than one entity as a cosigner of the proposal. The Prime Contractor shall be responsible for all contractual obligations and the management of all subcontractors. The AGO will not become part of any negotiations between a Prime Contractor and a subcontractor or accept any invoices from subcontractors.

3.2.4 Familiarization of Scope of Work

The Offeror should carefully review the requirements of the Solicitation and familiarize itself with the Scope of Work, laws, regulations and other factors so to satisfy itself as to the expense and difficulties of the work to be performed. The signing of the Offer and mailto:procure@azdoa.gov

1275 W Washington Phoenix, AZ 85007-2926

Contract Award form will constitute a representation of compliance by the Offeror. There will be no subsequent financial adjustment, other than provided by the Contract, for lack of such familiarization.

3.3 Components of a Complete Proposal

3.3.1 Offer Submittal:

Offers in response to this solicitation shall be submitted within the State's eProcurement system, ProcureAZ (https://procure.az.gov). Offers shall be received before the date and time listed in the solicitation's 'Bid Opening Date' field. Offers submitted outside ProcureAZ, or those that are received on or after the date/time stated in the 'Bid Opening Date' field, shall be rejected. Questions regarding submitting your proposal into ProcureAZ should be directed to the ProcureAZ Help Desk at procure@azdoa.gov or 602-542-7600. Offeror should avoid responding in the final minutes before closing. The State will not provide any reimbursement for the cost of developing or presenting proposals in response to this RFP.

3.3.2 Conformance to the RFP

The Offeror should use the provided forms and formats or forms and formats substantially similar. Failure to include the requested information, providing incomplete information, adding irrelevant information or taking exception to terms and conditions may have a negative impact on the evaluation of the Offeror’s proposal. Offerors should follow the format provided below.

3.3.3 Proposal Format

The following information should be submitted with each proposal and in this order. This format provides a section layout for the proposal and pricing section. Failure to include all of the requested information may result in a proposal being rejected.

3.3.3.1 Transmittal Letter

A transmittal letter should accompany all proposals. A corporate officer or a person who is authorized to represent your company should sign this letter. The letter of transmittal should:

• Identify the submitting organization

• Identify the name and title of the person authorized by the organization to contractually obligate the organization

• Identify the name, title, and telephone number of the person authorized to negotiate the contract on behalf of the organization

• Identify the names, titles, and telephone numbers of persons to be contacted for clarification

• Explicitly indicate acceptance of the requirements of this RFP

• Be signed by the person authorized to contractually obligate the organization

3.3.3.2 Offer and Acceptance Form (ATTACHMENT I)

Offeror should complete the top half of the Offer and Contract Award form. The Offer and Contract Award form from within the Solicitation should be submitted with the Offer and should include the signature of a person authorized to bind the Offeror.

1275 W Washington Phoenix, AZ 85007-2926

3.3.3.3 Solicitation Amendments

Receipt of Solicitation Amendment(s) should be acknowledged by signing and returning the document with the proposal or prior to the Solicitation due date and time, to the Solicitation Contact Person listed on the cover page of this Solicitation.

3.3.3.4 Exceptions to the RFP

An Offeror who takes exception to any portion of the Solicitation must do so pursuant to the Uniform Instructions to Offeror. If the Offeror is taking exception to a section or sections of the Solicitation, the Offeror shall designate a section in the proposal titled “Exceptions”. Any exceptions to the Solicitation not listed in this section or otherwise not submitted in the proper form shall not be considered a part of the Offeror’s proposal and shall not be enforceable in any resulting Contract.

Taking exception to the Terms and Conditions of the Solicitation may result in a proposal receiving a lower evaluation score. Low evaluation scores may result in the proposal being determined not susceptible for award. Exceptions to the terms and conditions should provide sufficient justification to detail the reason the exception is advantageous to the State of Arizona.

3.3.3.5 Confidential Information

All Offers submitted and opened in response to this RFP are public records and must be retained by the State. Offers shall be open to public inspection after Contract award, except for such Offers or specific information within such Offers deemed to be confidential by the State. If an Offeror believes that information in its Offer should remain confidential, the Offeror shall designate a special section labeled “Confidential Information” and include any information the Offeror indicates as confidential along with a statement detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise.