Appendix J - RFP Terms & Conditions.pdf

Updated 09/17/25 Page 1 of 14

APPENDIX J: SOLICITATION TERMS & CONDITIONS

Proposals that take exception to any Terms & Conditions stated within this Request for Proposal may cause the proposal to be considered non-responsive or may result in cancellation of contract if already awarded.

The following are definitions as set forth in these Terms & Conditions:

• Supplier means a person or firm in the business of selling or otherwise providing products, materials or services.

• Offeror means a Supplier making an offer in response to a Request for Proposal.

• Contractor means any person or firm who has a contract with YC; a successful Offeror who is awarded a contract with YC becomes a Contractor.

• YC means Yavapai County Community College District d.b.a. Yavapai College.

• Contract means the eventual contract awarded by YC to the successful Offeror.

These Terms & Conditions, which become part of any award made from this Solicitation, constitute the provisions of the Contract to be executed between YC and the successful Offeror. YC reserves the right to negotiate with the successful Offeror and modify any of the provisions of the agreement upon mutual agreement of the parties.

1. Advertising and Promotion of Contract: The Contractor shall not advertise or publish information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

2. Arbitration: In accordance with ARS § 12-1518, the parties to agree to resolve all disputes arising out of or relating to this Contract through arbitration, after exhausting applicable administrative review except as may be required by other applicable statutes.

3. Assignment: Contractor shall not, directly or indirectly, in whole or in part, sell, transfer, assign, convey, pledge, encumber or otherwise dispose of the resulting contract without first obtaining the written consent of YC’s Director of Purchasing and Contracts or designee.

4. Binding Effect: The parties agree that the resulting contract shall be binding upon their respective successors, assigns or transferees of any nature, if assignment and/or transfer are permitted in accordance with the terms of the resulting contract.

5. Charges Outside Scope of Agreement: Charges of the Contractor for services not permitted by or beyond the scope of the resulting contract shall be an expense of the Contractor and not of or reimbursable by Yavapai College unless pre-approved in writing by the Director of Procurement and Contract Services or designee.

6. E-Verify: Contractor warrants compliance with all federal immigration laws and regulation that relate to their employees and A.R.S. § 23-214 (A). A breach of this warranty shall constitute a material breach of this Contract that is subject to penalties up to and including termination of this Contract at the sole discretion of the non-breaching party. YC retains the legal right to inspect the papers of any contractor or subcontractor employee of the other party who works on this Contract to ensure that the contractor or subcontractor is complying with this warranty. Contractor will not be considered in material breach of this Contract if the Contractor establishes it has complied with the employment verification provision prescribed by sections 274A and 274B of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.R.S. § 23-214(A).

7. Confidential Information

7.1 Confidential Information Defined: For purposes of this Contract, Confidential Information, including data, is defined as any and all YC information and data whose collection, sharing, Updated 09/17/25 Page 2 of 14 dissemination, use, preservation, disclosure, protection, storage, destruction, and/or disposition is governed by federal, state, local and/or international law or regulation. Confidential Information includes, but is not limited to, Social Security Numbers, student records, student financial records regarding students (or their parents or sponsors), financial and personal information regarding YC employees and students, protected health information (as identified by the Health Information.

Portability and Accountability Act), and other personally identifiable information protected by applicable law or regulation. In addition, Confidential Information includes data and other information that is proprietary to or developed by YC such as institutional financial and performance records. Confidential Information does not include information the receiving party already knows;

information that becomes available to the public except as a result of disclosure by the receiving party in violation of this Contract; and information that becomes known to the receiving party from a source other than the disclosing party on a non-confidential basis.

7.2 Use of Confidential Information: Contractor agrees that the Confidential Information provided to it during the Contract or to which it may potentially have access, during the provision of services related therein, shall be used only and exclusively to support this Contract, service and service execution and not for any other purpose. The receiving party will limit access to Confidential Information to its employees whom need to know the Confidential Information in order to carry out the activities under this Purchase Order, and will instruct those employees to keep the information confidential.

7.3 Contractor Safeguards: During the term of the Contract , Contractor will maintain appropriate administrative, technical and physical safeguards to protect the security and privacy of Confidential Information in use, in motion, or in rest. The safeguards include, but are not limited to, implementation of adequate privacy and security policies and data breach response plans that comply with industry standards and the requirements of applicable laws and the regulatory agencies responsible for enforcing them.

7.4 Reporting Incidents: Contractor shall inform YC’s Chief Information Security Officer and Director of Procurement and Contract Services by sending an email to Neil.McComsey@yc.edu and procurement@yc.edu immediately, and in no event later than one (1) business day if Contractor and/or its agents have reason to believe that an actual or suspected security incident (unauthorized access and/or misappropriation of Confidential Information) or any other circumstances has occurred in which YC may be required to perform a risk assessment and/or provide a notification under applicable law, at which point YC external legal counsel will determine any additional information needed or steps to be taken, and will make a legal determination regarding its course of action. Any such notice will provide a description about the Confidential Information that was accessed as Contractor has available at the time of notice.

7.5 Transmission Outside of The United States: To the extent that the Contractor transmits or processes YC Confidential Information outside of the United States, it agrees to comply with the data security and privacy laws of each country through which such information is transmitted or processed, as well as the data security and privacy laws of the jurisdiction of residence for the individuals whose data is used by the Contractor. If Contractor, employees, or any tier of the Contractor’s agent(s) in the performance of this Purchase Order hosts or maintains YC Confidential Information on its technology, Contractor warrants and confirms that the hosting or maintenance of that information meets the applicable legal and industry security standards, including qualifying for the “safe harbor” rules under applicable data breach laws.

8. Contract Administration: Contractor must notify Procurement and Contract Services for guidance or direction of matters of contract interpretation or problems regarding the terms, conditions or scope of this contract.

9. Contract Documents: The Solicitation, Plans, Specifications, Special Provisions, Addenda (if any), Bid Proposal and Schedule (as accepted by the Owner), this Contract, Certificates of Insurance if required, and Change Orders are by this reference the Contract Documents and are made a part of the Contract to the same extent as if set forth herein in full.

10. Contract Format: The resulting award notice will incorporate this Solicitation, the response thereto, all mailto:Neil.McComsey@yc.edu mailto:procurement@yc.edu

Updated 09/17/25 Page 3 of 14 additional agreements and stipulations, and the results of any final negotiations. All of these documents will constitute the final contract.

11. Contract Modification: Any changes to the resulting contract (including any renewals, or amendments of any type) must be agreed upon both parties and approved in writing by YC’s Director of or his/her designee and the resulting contracting company’s authorized signatory.

12. Contract Renewal: Written notice of any intent for renewal will be given by YC to the Contractor thirty-days (30) before the end of the resulting contract, if YC determines that such action is in the best interest of YC. If the Contractor does not wish to renew the contract, written notice must be given to YC’s Director of Procurement and Contract Services for consideration at least ninety (90) calendar days prior to the end of the resulting contract period.

13. Contract Status: The response to this Solicitation will be considered as an offer to contract.

After final negotiations, YC in accordance with the section below will issue an acceptance of the Solicitation offer.

14. Contract Termination

14.1 Termination for Non-Appropriation: If the Yavapai College District Governing Board determines, at its sole discretion, not to allocate sufficient funds for YC to uphold the resulting Contract, YC has the right to terminate the resulting Contract upon (30) thirty-days written notice. No liability shall accrue to YC in the event this provision is exercised, and YC shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph.

14.2 Termination for Bankruptcy: YC may terminate the resulting contract immediately if the Contractor files for bankruptcy or receivership, or takes any actions relating to insolvency, such as an assignment for the benefit of creditors.

14.3 Termination for Conflict of Interest: Pursuant to A.R.S. 38-511, YC 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 YC is, or becomes at any time while the Contract or an extension 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 upon receipt of written notice of the cancellation unless the notice specifies a later time.

14.4 Termination for Convenience: YC reserves the right to terminate the resulting Contract, in whole or in part at any time, when in the best interests of YC without penalty recourse. Upon receipt of the written notice, the Contractor shall immediately stop all work as directed in the notice, notify all subcontractors of the effective date of the termination and minimize all further costs to YC. In the event of termination under this paragraph, all documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to YC. 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.

YC shall receive refund of any prepaid payments and fees covering the remainder of the term after the effective date of the termination.

14.5 Termination of Default: In the event that the Contractor breaches any of the terms and provisions of the Contract, YC reserves the right to accurately and specifically describe the unsatisfactory performance or condition in a written notice by electronic mail (e-mail) or registered or certified mail to the Contractor requiring that the breach be corrected within ten

(10) calendar days from the date Contractor receives the notice. If the breach is not cured or corrected within this time, YC may take any one or more of the following actions:

14.1.1 Immediately terminate the resulting Contract, reserving all rights or claims to damage for breach of any covenants of the Contract;

14.1.2 Perform any test or analysis on materials (equipment/products) for compliance with the specifications of the contract. If the results of any test or analysis find a non-compliance with the specifications, the actual expense of testing shall be borne by the Contractor;

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14.1.3 Purchase or obtain materials and/or services from another Contractor, or complete the required work in accordance with the needs of YC. YC may recover any actual excess costs from the Contractor by:

a. Deduction from an unpaid balance;

b. Refund of prepaid payments and fees covering the remainder of the term after the effective date of the termination;

c. Collection against the bid and/or performance bond, or;

d. Any combination of the above or any other remedies as provided by law.

14.6 Termination for Gratuities: YC may, by written notice, terminate this Contract, in whole or in part, if YC determines that employment or gratuity was offered or made by the Contractor or a representative of the Contractor to any officer or employee of YC 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. YC, in addition to any other rights or remedies, shall be entitled to recover exemplary damages in the amount of three

(3) times the value of the gratuity offered by the Contractor.

14.7 Termination for Suspension or Debarment: YC may, by written notice to the Contractor, immediately terminate this Contract if YC 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 YC.

15. Contractor’s Risk: Contractor agrees to bear all risk of loss, injury, or destruction of goods and materials ordered as a result of this Request for Proposal, which occurs prior to delivery to YC; and such loss, injury, or destruction shall not release Contractor from any obligation hereunder.

16. Cooperative Purchasing: Any contract resulting from this solicitation shall be for the use of YC. In addition, public and nonprofit agencies that have entered into a Cooperative Purchasing Agreement with YC’s Procurement and Contract Services are eligible to participate in any subsequent contract.

Additionally, the resulting contract is eligible for use by the Strategic Alliance for Volume Expenditures (SAVE) cooperative. See https://mesaaz.gov/business/purchasing/save for a listing of participating agencies. The parties agree that these lists are subject to change.

Any orders placed to, or services required from, the successful Contractor will be requested by each participating agency. Payment for purchases made under this agreement will be the sole responsibility of each participating agency. The resulting Contractor may negotiate additional expenses incurred as a result of participating agencies’ usage of the resulting contract (i.e., freight charges, travel related expenses, etc.).

Additionally, the resulting Contractor may negotiate pricing adjustments (upwards or downwards) based upon the participating agency’s requirements.

YC shall not be responsible for any disputes arising out of transactions made by others.

17. Entire Agreement: The resulting contract expresses the totality of the terms of the agreement between the parties. Any verbal representation shall have no force or effect whatsoever. The resulting contract shall supersede and replace any and all prior agreements between the parties with respect to the subject matter covered by the resulting contract. The parties each represent that no promises, representations or inducements have been made by the other party with respect to the subject matter of the resulting contract, except as specifically set forth herein. The resulting contract may not be changed, altered, modified or amended except by an agreement in writing signed by both parties.

18. Non-Discrimination: Contractor will comply with all applicable state and federal law, rules, regulations and executive orders governing equal employment opportunity, immigration, and nondiscrimination, including the Americans with Disabilities Act. If applicable, the Parties will abide by the requirements of 41 CFR § 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals

Updated 09/17/25 Page 5 of 14 with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, age, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national original, protected veteran status or disability. YC also prohibits discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, citizenship status, disability, veteran status or genetic information.

19. Financial Transactions: If Contractor is responsible for handling any type of financial transaction for YC, the Contractor shall demonstrate annually, as applicable, that it complies with the Statement on Standards for Attestation Engagements (SSAE) No. 16, known as SSAE 16, established by the Auditing Standards Board (ASB) and the American Institute of Certified Public Accountants (AICPA). The Contractor shall provide its annual report, as applicable, on a reporting form or forms adopted as part of SSAE 16 no later than 30 days after YC requests in writing.

20. Force Majeure: If the performance of a party under this Contract is interrupted or suspended due to riots, war, public emergencies or calamities, fires, earthquakes, Acts of God, government restrictions, labor disturbances or strikes, civil tumult, epidemic, pandemic or another condition beyond any control of that party (“Force Majeure”), performance by that party will be suspended for the reasonable duration of the Force Majeure. The party claiming that its performance is interrupted or prevented must promptly deliver written notice to the other party identifying the Force Majeure and use its best efforts to perform to the extent that it is able. If the Force Majeure does not abate within a reasonable amount of time, then either party may terminate this Contract by providing written notice to the other party. In the event of non-performance, payments by YC shall be suspended and excused and any deposit payment(s) advanced by YC shall be returned promptly. In the event of performance, Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed, and materials accepted before the effective date of Force Majeure written notice.

Alternatively, the parties may agree to extend the term of the Contract for a mutually agreed upon period of time.

21. Applicable Law: Contract shall be governed and interpreted by the laws of the State of Arizona; any action thereon shall be brought in the appropriate court in the County of Yavapai, State of Arizona. The Contractor shall comply with all laws, ordinances, and regulations of any applicable federal, state, county, or city government, bureau, or department applicable to the performance of the services described herein. YC agrees to provide all cooperation reasonably necessary for such compliance. In addition, the Contractor shall also comply with all College policies and regulations currently and/or in the future pertain to service under the resulting contract. These laws, ordinances, regulations, and policies shall apply to the resulting contract throughout, and they will be deemed to be included in the resulting contract the same as though written out in full and shall indemnify, hold harmless, and defend YC from any and all costs or expenses whatsoever arising out of Contractor's compliance or noncompliance therewith.

22. Indemnification and Liability Limitations: To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless YC, its board, agents, officers, officials, employees, and volunteers from and against all claims, damages, losses, and expenses (including but not limited to attorney fees and court costs) arising from breach of a material term of this Contract, or from the negligent or intentional acts or omissions of the Contractor, its agents, employees, or any tier of Contractor's subcontractors in the performance of the Contract. The amount and type of insurance coverage requirements set forth in the Contract will in no way be construed as limiting the scope of indemnification in this paragraph. If applicable, Contractor shall also indemnify, defend and hold harmless YC and its officers, officials, employees and agents against any claim (including but not limited to reasonable attorney fees and court costs) that their authorized use of Contractor’s services or goods under this Contract violates the claimant’s property rights. Contractor shall be responsible for obtaining any copyright, patent, trademark or intellectual property consents for goods or services that it provides under this. Because YC is a public institution, any indemnification, liability releases, or hold harmless provisions are limited as required by Arizona law. YC’s liability under any claim for indemnification is limited to claims for property damage, personal injury, or death to the extent caused by negligent or

Updated 09/17/25 Page 6 of 14 intentional acts or omissions of YC. Any indemnity obligation of YC is further subject to and conditioned by available insurance coverage.

23. Insurance Requirements: The Contractor shall maintain during the term of the resulting contract the following insurance policies issued by companies licensed in Arizona with a current A.M. Best rating of A: VII or better. Prior to commencing work or services, Contractor shall furnish YC’s Procurement and Contract Services with certificates of insurance listing Yavapai College as Additional Insured and evidencing the required coverage, conditions, and limits required by the resulting contract.

23.1 Commercial General Liability insurance with a limit of not less than $2,000,000 per occurrence for bodily injury, property damage, personal injury, products and completed operations, and blanket contractual coverage, including but not limited to, the liability assumed under the indemnification provisions of the Contract.

23.2 Automobile Liability insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000.00 each occurrence with respect to the Contractor’s owned, hired, and non-owned vehicles.

23.3 Worker’s Compensation insurance with limits statutorily required by any Federal or State law and Employer’s Liability insurance of not less than $1,000,000 for each accident, $100,000 disease for each employee, and $500,000 disease policy limit.

23.4 Professional Liability insurance covering acts, errors, mistakes, and omissions arising out of the work or services performed by the Contractor, or any person employed by the Contractor, with a limit of not less than $1,000,000 each claim.

23.5 Network Security and Privacy Liability (if applicable) insurance with coverage in an amount not less than $2,000,000 per claim and annual aggregate, covering all acts, errors, omissions, negligence, infringement of intellectual property (except patent and trade secret); network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or other negligence in handling of confidential information , privacy perils, and including coverage for related regulatory defense and penalties; data breach expenses, in an amount not less than $2,000,000 and payable whether incurred by YC or Contractor including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for YC or on behalf of YC hereunder. The policy shall contain an affirmative coverage grant for contingent bodily injury and property damage emanating from the failure of the technology services or an error or omission in the content/information provided.

23.6 Certificates: Successful bidder shall furnish annually to YC, a certificate or certificates of insurance from an insurance company licensed to do business in the State of Arizona showing that the prescribed policies are in force and effect and each certificate shall provide that the insurance company shall not change or cancel any insurance until YC has been notified, in writing, at least thirty (30) days before the date of change or cancellation. Additionally, the Contractor agrees to provide evidence that its management employees are bonded.

Submission on the required documents shall be due before the start of each contract year.

23.5 No Warrant: YC in no way warrants that the minimum limits set forth above are sufficient to protect the Contractor from liabilities that may arise of out Contractor’s services. The insurance requirements are minimum and in no way limit the indemnity covenants contained in an Agreement between YC and the Contractor.

24. Key Personnel: It is essential that the Contractor provide adequately experienced personnel, capable of and devoted to the successful accomplishment of work, to be performed under this contract. The Contractor must agree to assign specific individuals to the key positions. Requests to make changes of such personnel will be submitted to YC in writing for prior approval. Such approval will not be unreasonably withheld. YC reserves the right to request that key personnel individuals be removed from providing services to YC and be replaced by personnel agreeable to YC if it is deemed by YC to be in its best interests.

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25. Liability for Taxes: The Contractor assumes complete liability for all taxes applicable to the operations, income, and transactions of the Contractor. YC shall not be liable and will not make reimbursement to the Contractor for any tax imposed either directly or indirectly upon the Contractor by any authority by reason of the resulting contract or otherwise.

26. Licenses: Contractor shall maintain in current status all Federal, State and Local licenses and permits required for the operation of the business conducted by the Contractor.

27. No Liens: Contractor shall keep YC free and clear of any and all liens asserted by any person or firm for any reason arising out or as a result of the furnishing of goods and/or services by or to Contractor by any third party.

28. Order of Precedence: In the event of a conflict between the specifications, requirements, terms and conditions contained in the Solicitation, the Solicitation Response, and the Supplemental Agreement, the Supplemental Agreement shall take precedence followed by the specifications, requirements, terms and conditions contained in YC Solicitation and lastly, the Solicitation Response.

29. Overcharges by Antitrust Violations: YC maintains that, in actual practice, overcharges resulting from antitrust violations are returned to YC. Therefore, to the extent permitted by law, the contractor hereby assigns to YC any and all claims for such overcharges as the goods and/or services used fulfill the contract.

30. Parties to Agreement: The resulting contract shall be between Yavapai County Community College District, doing business as Yavapai College, hereafter referred to as the YC, and the successful Proposer, hereafter referred to as Contractor.

31. Permits: The Contractor shall be responsible for obtaining all required permits.

32. Pricing: Prices shall be firm for the term of the contract. After initial contract term and prior to any contract renewal, YC will review fully documented requests for price increases and may at its sole option accept any changes or cancel from the contract those items concerned. For future renewals, if Contractor wishes to request an increase to the contracted pricing, Contractor shall submit the request via electronic mail (e-mail) to YC at procurement@yc.edu no later than sixty (60) days prior to the end of the then current term. Along with the requested increase to the contract pricing, Contractor shall also provide detailed reasoning for the requested increase including but not limited to a description of the increase in costs to the Contractor, any formulas or calculations used to arrive at the increased pricing being proposed, and any other supplemental information that might help YC to understand the reasoning behind the requested increase. Contractor shall likewise offer any published price reduction, during the contract period, to YC concurrent with its announcement to other customers. All price adjustments will be effective upon written acceptance by YC Purchasing representative.

33. Protests: A protest shall comply with and be resolved according to Arizona State Procurement Code Article 9, Part A ‘Protest of Solicitations and Contract Awards’ and rules adopted thereunder.

34. Provision of Supplies, Materials and Labor: The Contractor shall furnish all supplies, equipment, and all management and labor necessary for the efficient and sound provision of the products and/or services included in the resulting contract, subsequent extensions and amendments.

35. Public Records: Proposals become “public records” and shall be subject to public disclosure consistent with A.R.S. § 39-121. Offerors must invoke the exemptions to disclosure provided by law in the proposal, and must identify data or other materials to be protected and must state the reasons why such exclusion from public disclosure is necessary. Proposers will be responsible for all costs, including attorney’s fees, associated with defending such asserted exemptions from disclosure. Proposals may be reviewed after contract award at the Procurement and Contract Services office during normal working hours by appointment.

36. Audit: In accordance with A.R.S. § 35-214, the Contractor shall retain and shall contractually require each subcontractor to retain all data, books and other records (“records”) relating to this Contract for a period of five years after completion of the Contract. All records shall be subject to inspection and audit by YC at reasonable times. Upon request, the Contractor shall produce the original of any or all such records at the offices of YC’s Attorney or Procurement and Contract Services.

37. Registered Sex Offender Notification Restriction: Contractor represents and warrants that no employee, or employee of its subcontractor(s), who has been adjudicated to be a registered sex offender

Updated 09/17/25 Page 8 of 14 will perform work on YC premises or equipment at any time. Contractor further agrees by acceptance of the Purchase Order that a violation of this condition shall be considered a material breach and may result in a cancellation of the order at YC’s discretion.

38. Relationship of Parties: Nothing in the resulting contract shall be construed to make either party the legal representative or agent of the other party; neither shall either party have the right or authority to assume, create or incur any liability or any obligation of any kind, either expressed or implied, in the name of or on behalf of the other party. The relationship created by the resulting contract shall be that of independent Contractor, not employer/employee, joint venture, agent or business partners.

39. Rights and Remedies: No provisions of this Solicitation document or in the contractor’s bid response offer shall be construed, expressly or by implication, as a waiver by YC of any existing or future right and/or remedy available by law in the event of any claim of default or breach of contract. The failure of YC to insist upon strict performance of any term or condition of the contract or to exercise or delay the exercise of any right or remedy provided in the contract, or by law, shall not release the contractor from any responsibilities or obligations imposed by the contract or by law, and shall not be deemed a waiver of any right of YC to insist upon the strict performance of the contract.

40. Safety: The Contractor shall be solely and completely responsible for the safety of all persons (including employees) and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Safety provisions shall conform to all applicable federal (including OSHA), state, county, and local laws, ordinances, codes, and regulations. Where any of these are in conflict, the more stringent requirement shall be followed. The Contractor's failure to thoroughly familiarize himself with the aforementioned safety provisions shall not relieve him from compliance with the obligations set forth therein.

41. Severability: If any part of the resulting contract is ever ruled to be invalid, illegal, or unenforceable by a court or other body of competent jurisdiction, the remainder of the resulting contract shall continue in full force and effect and shall be deemed modified to the minimum extent necessary to make it enforceable.

42. Subcontracts: The Contractor shall not enter into any Subcontract under this Contract without the advance written approval of the Procurement Officer. The Subcontract shall incorporate by reference the terms and conditions of this Contract.

43. Terms of Payment

43.1 YC will pay for services or goods under the Contract after the Contractor has supplied them and only after the Contractor submits a detailed invoice referencing a valid Purchase Order number, itemizing the services/deliverables or goods provided and specifying the dates that they were provided. The invoice must match the description and dollar amount referenced in the Purchase Order. YC may request supporting documentation for an invoice. YC will not provide any portion of the payment up front. Payments will be made via Purchase Order. Payment terms are net 30 days. Additionally, If YC has agreed in writing to reimburse the travel expenses of the Seller, YC will do so according to its policies and rates applicable to its employees. Seller must submit an invoice for any travel reimbursement requested, specifying its expenses, and attach original receipts for airfare and hotel expenses.

43.2 Where the Contractor is to provide services or goods over a period of time, such as for a project, an authorized representative of YC may agree to pay progress payments. If approved, progress payments will be paid in arrears and require that the Contractor submit the detailed invoice specified in this clause.

43.3 YC reserves the right to dispute an invoice or make partial payment based on the Contractor’s failure to perform the Contractor’s work according to the Contract, including for lack of timeliness or failure to provide deliverables.

43.4 CONTRACTOR MAY NOT BEGIN WORK UNDER THE CONTRACT NOR WILL ANY PAYMENT BE

MADE WITHOUT THE CONTRACTOR RECEIVING A SIGNED PURCHASE ORDER FROM YC

PROCUREMENT AND CONTRACT SERVICES.

43.5 If prompt payment discounts apply to this purchase, any discount time will not begin until the goods or services have been received and accepted and correct invoice received by the

Updated 09/17/25 Page 9 of 14 appropriate YC department. In the event testing is required prior to acceptance, the discount time shall begin upon completion of the tests.

43.6 YC is exempt from Federal Excise Tax.

43.7 YC is not tax exempt and pays out-of-state use tax directly to the State of Arizona.

43.8 YC 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.

44. Title and Delivery: Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination and shall include all delivery and unloading at the destination identified in the Contract. Title to the goods shall pass to YC upon acceptance at the F.O.B. point specified, subject to the right of YC to reject. For any exception to the delivery date specified, Contractor shall give prior notification and obtain approval from YC's Procurement and Contract Services. Time is of the essence and the Contract is subject to termination for failure to deliver on time.

45. Unauthorized Firearms & Explosives: No person conducting business on College property is to carry a firearm or explosive of any type. All bidders, Contractors and subcontractors are to honor this requirement at all times and failure to honor this requirement will result in contract cancellation. This requirement also applies to persons who maintain a concealed weapons permit. In addition to contract cancellation, anyone carrying a firearm or explosive device will be subject to police and legal action.

46. Waiver: No waiver shall be deemed to be made by any party of any right under the resulting contract unless the waiver is in writing signed by the waiving party. Each waiver, if any, shall be a waiver only with respect to the specific instance involved. No waiver shall impair the rights of the waiving party or the obligations of the other party in any other respect at any other time.

47. Warranties

47.1 Liens: The Contractor warrants that the goods supplied under this Contract are free of liens.

47.2 Quality: Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that, for one year after acceptance by YC of the goods, they shall be:

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

47.2.2 Fit for the intended purposes for which the goods are used;

47.2.3 Within the variations permitted by the Contract and are of even kind, quantity, and quality within each unit and among all units;

47.2.4 Adequately contained, packaged and marked as the Contract may require; and

47.2.5 Conform to the written promises or affirmations of fact made by the Contractor.

47.3 Fitness: The Contractor warrants that any material supplied to the YC 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.

47.4 Inspection/Testing: Inspection or testing of or payment for the goods does not affect the warranties set forth in subparagraphs 47.2.1 through 47.2.5 of this paragraph by YC.

48. Work to be Performed by Others: YC reserves the right to perform any and all services in-house or may utilize the services of other firms on unrelated projects.

49. Lobbying

49.1 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 YC 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.

49.2 Exception: This paragraph does not apply to the extent that the Services are defined in the

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Contract as being lobbying for YC’s benefit or on YC’s behalf.

50. Notices and Correspondence

50.1 To Contractor: YC shall address all Contract correspondence to the email address indicated and mailing address indicated on Appendix A: Offer and Acceptance.

50.2 To YC: Contractor shall address all Contract correspondence to the email address and mailing address as follows:

Yavapai County Community College District Procurement and Contract Services 1100 E Sheldon Street Prescott, AZ 86301 procurement@yc.edu

50.3 Changes: YC may change the designated Procurement Officer, update contact information, or change the applicable mailing address.

51. Alternative Methods of Access to Electronic or Information Technology: Contractor warrants that it will comply with A.R.S. § 41-3532 when offering electronics or information technology products, services, or maintenance.

52. Forced Labor of Ethnic Uyghurs in the People’s Republic of China. In compliance with A.R.S. § 35- 394, to the extent applicable, Contractor warrants that it does not use, and agrees not to use during the term of the Contract any of the following:

• Forced labor of ethnic Uyghurs in the People’s Republic of China;

• Any goods or services produced by the forced labor of Ethnic Uyghurs in the People’s

Republic of China; or

• Any Contractors, Subcontractors, or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

53. No Boycott of Israel. To the extent applicable, Contractor certifies it is not currently engaged in, and agrees that for the duration of the resulting Contract it will not engage in, a boycott of goods and services from Israel, as that term is defined in A.R.S. § 35- 393.

CLOUD VENDOR/ SOFTWARE AS A SERVICE (SaaS) CLAUSES

54. Information Security. The terms of this section apply if: 1) YC is purchasing or leasing software, or processing a software renewal; 2) Contractor is creating any code for YC; 3) Contractor receives, stores, analyzes, or processes YC Data (including if the data is not online) 4) Contractor is hosting, or managing via infrastructure outside of YC, including in the cloud, YC Data or 5) Contractor is collecting PII or YC Data via a link on a yc.edu or another YC managed webpage. All systems, software, services, and devices that store, transmit or otherwise process YC Data must be designed, managed, and operated in accordance with information security best practices and in compliance with all applicable laws, rules, and regulations. YC Data means: all data and information that YC provides to Contractor, as well as all data and information managed by Contractor on behalf of YC, including all output, reports, analyses, and other materials relating to, derived from, or generated pursuant to this Contract even if generated by Contractor, as well as all data obtained or extracted through YC’s or Contractor’s use of such data or information. YC Data includes all data and information provided directly to Contractor by YC students and employees, and includes personal data, metadata, and user content.

54.1 With respect to each System, Contractor and its subcontractors at all tiers (directly and through their third-party service providers) will meet the following requirements:

54.1.1 Access Control. Control access to YC's resources, including YC Data, limiting access to legitimate business need based on an individual’s job-related assignment, approve and track access to ensure proper usage and accountability, and make such information available to YC for review, upon YC’s request.

54.1.2 Incident (Breach) Reporting. Report information security incidents that affect YC Data within 48 hours of incident awareness to YC (including those that involve information disclosure

Updated 09/17/25 Page 11 of 14 incidents, unauthorized disclosure of YC Data, successful network intrusions, malware infection, and unauthorized access or modifications). Contractor shall cooperate fully with YC's investigation of and response to the incident. Except as otherwise required by law, Contractor shall not provide notice of the incident directly to the persons whose data were involved, without prior written permission from YC.

54.1.3 Off Shore. Ensure (i) that all development or modification of software for YC is performed only within the borders of the United States, and (ii) all YC Data (including backup copies) are stored, accessed from, and otherwise processed only within the borders of the United States.

54.1.4 Patch Management. Carry out updates and patch management for all Systems in a timely manner and to the satisfaction of YC. Updates and patch management must be deployed using an auditable process that can be reviewed by YC upon YC’s request.

54.1.5 Encryption. Ensure all Systems use an industry standard encryption protocol for sensitive data, personal data or personally identifiable data, as those terms may be defined in applicable laws, rules and regulations (PII) in transit and at rest (as documented in NIST 800- 57 or equivalent).

54.1.6 Notifications. Notify YC immediately if Contractor receives any kind of subpoena for or involving YC Data, if any third-party requests YC Data, or if Contractor has a change in the location or transmission of YC Data. All notifications to YC that are required in this Information Security paragraph will be sent to YC Information Security at infosec@yc.edu, in addition to any other notice addresses in the Contract.

54.1.7 Regulatory Compliance. Contractor shall meet applicable regulatory requirements for YC Data provided as part of this Contract, including but not limited to:

a. Student Education Records: The Family Education Rights and Privacy Act (“FERPA”), 20

USC 1232g et seq., and related regulations at 34 CFR Part 99;

b. Financial Information including credit card and financial account numbers: The Financial

Modernization Act of 1999, 15 USC 6803 et seq.; and the Safeguards Rule at 16 CFR Part 314.

54.1.8 Backup and Restoration. Ensure that all YC Data is available and accessible, and that adequate systems are in place to restore the availability and accessibility of all YC Data in a timely manner in the event of a physical or technical threat.

54.1.9 Privacy by Design. When developing, designing, selecting, and using Systems for processing sensitive data, personal data, or personally identifiable data, as those terms may be defined in applicable laws, rules and regulations (PII), Contractor will, with due regard to the state of the art, incorporate and implement data privacy best practices.

54.2 In addition to Section 54.1 above, the following provisions apply if (i) Contractor receives, stores, or analyzes YC Data (including if the data is not online); or (ii) Contractor is hosting or managing by infrastructure outside of YC, including in the cloud, YC Data:

54.2.1 Third Party Security Audits. Complete certified third-party audit (such as SOC2 Type II or substantially equivalent) in accordance with then current industry standards, which audits are subject to review by YC upon YC’s request. Currently, no more than two audits per year are required.

54.2.2 Penetration Tests. Perform periodic third-party scans, including penetration tests, for unauthorized applications, services, code, and system vulnerabilities on each System in accordance with industry standards and YC standards, and Contractor must provide proof of testing to YC upon YC’s request.

54.2.3 Vulnerability Scanning. All web-based Systems are required to have a remediation plan and third-party web application security scans in accordance with then current industry best practices or when required by applicable industry regulations or standards. Contractor must correct weaknesses within a reasonable period of time, consistent with applicable industry regulations or standards, and consistent with the criticality of the risk, and Contractor must provide proof of testing to YC upon YC’s request.

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54.3 In addition to Sections 54.1 – 54.2 above, the following provision applies if: (i) YC is purchasing or leasing software or processing a software renewal; (ii) Contractor is creating any code for YC; (iii) Contractor is hosting, or managing by infrastructure outside of YC, including in the cloud, YC Data; or (IV) Contractor is collecting PII or YC Data via a link on an YC.edu or other YC managed webpage:

55. Secure Development. Use secure development and coding standards including secure change management procedures in accordance with industry standards. Prior to releasing new software versions, Contractor will perform quality assurance testing and penetration testing and/or scanning. Contractor will provide to YC for review upon YC request, evidence of a secure software development life cycle (SDLC).

55.1 Data Use, Ownership, Privacy, and Protection. The terms of this section apply if Contractor receives, has access to, stores, or analyzes any YC Data.

55.2 As between the parties, YC will own, or retain all of its rights in, all data and information that YC provides to Contractor, as well as all data and information managed by Contractor on behalf of…