AUDITING_SERVICES_(Addendum_#1_Revision).pdf

For more information, please visit our online supplier portal, located at https://procurement.opengov.com/portal/tempeschools

Tempe Elementary School District

REQUEST FOR PROPOSAL

RFP 27-02-31

AUDITING SERVICES

RELEASE DATE: February 10, 2026

RESPONSE DEADLINE: March 3, 2026, 2:00 pm

Please refer to the project timeline in this document for all important deadlines.

Request for Proposal #RFP 27-02-31 Title: AUDITING SERVICES

Table Of Contents

1. INTRODUCTION

2. DOCUMENTS REFERENCED

3. UNIFORM INSTRUCTIONS TO OFFERORS

4. GENERAL TERMS AND CONDITIONS OF CONTRACT

5. SPECIAL REQUIREMENTS OF SOLICITATION

6. SCOPE OF WORK

7. EVALUATION PHASES

8. VENDOR QUESTIONNAIRE

9. PRICING PROPOSAL

1. INTRODUCTION

1.1. Important

In accordance with School District Procurement Rules in the Arizona Administrative Code (A.A.C.) promulgated by the State Board of Education pursuant to A.R.S. § 15-213, Proposals for the material or services specified will be received by the Tempe Elementary School District #3 electronically through OpenGov.

Proposals received by the correct time and date shall be opened, and the vendors who submitted shall be publicly read. After the proposals submitted in response to the bids are opened and the award is made the governing board shall make available for public inspection all information, all bids and all findings and other information considered in determining whose bid conforms to the bids and will be the most advantageous with respect to price, conformity to the specifications and other factors to be selected for the award.

2. DOCUMENTS REFERENCED

2.1. 2.1. Statues

You may access a copy of the documents referenced within this Proposal at the following web addresses:

Arizona Revised Statutes (A.R.S.) is available at: http://www.azleg.gov/arstitle

The Arizona School District Procurement Rules in the Arizona Administrative Code is available at:

https://apps.azsos.gov/public_services/Title_07/7-02.pdf

I.R.S W-9 Form (Request for Taxpayer I.D. Number) is available at: http://www.irs.gov/pub/irs-pdf/fw9.pdf

Education Department General Administrative Regulations (EDGAR) and Other Applicable Grant Regulations is available at: https://www2.ed.gov/policy/fund/reg/edgarReg/edgar.html https://apps.azsos.gov/public_services/Title_07/7-02.pdf http://www.irs.gov/pub/irs-pdf/fw9.pdf https://www2.ed.gov/policy/fund/reg/edgarReg/edgar.html

3. UNIFORM INSTRUCTIONS TO OFFERORS

3.1. Definition of Terms

As used in these instructions, the terms listed below are defined as follows:

A. “Attachment” means any item the Solicitation requires a Bidder or Offeror to submit as part of the

Offer.

B. “Award” means a determination by District that it is entering into a contract with one or more Bidders or Offerors.

C. “Bid” means a response to an invitation for bids and includes an offer to contract with District.

D. “Bidder” means a person submitting a Bid in response to an invitation for bids.

E. "Contract" means a legally binding contractual agreement, regardless of what it may be called, for the purchase of materials, services, construction or construction services, or the disposal of materials by

District. “Contract” includes the combination of the Solicitation, including the Uniform and Special

Instructions, the General and Special Terms and Conditions, and the Specifications and Statement or

Scope of Work; the Offer and any Best and Final Offers; and any Solicitation Addendums or Contract

Amendments; and any terms applied by law. A Contract does not include a contract or agreement prepared and requested by Contractor unless it contains a provision that expressly states that it will be deemed part of the Contract, identifies what provisions of the Contract, if any, are superseded by the

Contract or agreement, and is signed by the District Representative.

F. “Contract Amendment” means a written document that is authorized by the District Representative and issued by District for the purpose of making changes to the Contract.

G. “Contractor” means any person who has a contract with District. An Offeror or Bidder who has been awarded a Contract by District is a Contractor of District.

H. “Days” means calendar days unless otherwise specified, and time measured in days in which an act is required to be done shall be computed according to A.R.S. §1-243.

I. “District” means Tempe Elementary School District.

J. “District Representative” means Francine Lauer, Senior Buyer, or their designee.

K. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the

Solicitation.

L. “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value present or promised, unless consideration of substantially equal or greater value is received.

M. “Offer” means Bid, Proposal, or quotation.

N. “Offer Deadline” means the exact date and time when no Offer submitted thereafter may be considered or accepted by District.

O. “Offeror” means a person submitting a Proposal in response to a request for proposals.

P. “Proposal” means a response to a request for proposals and includes an Offer to contract with District.

Q. “Purchase Order” means a document issued by District, in writing or electronically, and identified as a

Purchase Order that authorizes Contractor to proceed with fulfillment of all or part of an awarded

Contract by delivery of materials or services in quantities and at times and locations specified in the

Purchase Order.

R. "Responsible Bidder or Offeror" means a person who at the time of Contract Award has the capability to perform the Contract requirements and the integrity and reliability which will assure good faith performance.

S. “Responsive Bidder or Offeror" means a person who submits an Offer that reasonably and substantially conforms to all material requirements of the Solicitation.

T. "Solicitation" means an invitation for bids, an invitation to submit technical offers, a request for proposals, a request for qualification, or any other invitation or request by which District invites a person to participate in a procurement. A Solicitation includes, in addition to the Invitation for Bid or

Request for Proposal, the Uniform Instructions for Offers, General Terms and Conditions for Contract, Special Terms and Conditions for Contract, Statement of Scope of Work/Specifications, Solicitation

Addendums, and Solicitation Exhibits and Attachments.

U. “Solicitation Addendum” means a written document that is authorized by the District Representative and issued by District for the purpose of making changes, clarifications, or additions to the Solicitation.

V. “The Solicitation Contact Person” for the Solicitation is the procurement specialist supervisor designated on the first page of the Solicitation.

W. “Subcontract” means any Contract, express or implied, between Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishings of any material or any service required for the performance of the Contract.

3.2. Pre-Offer Inquiries

A. Duty to Examine. It is the responsibility of the Bidder or Offeror to examine the entire Solicitation, seek clarification in writing, and check its Offer for accuracy before submitting the Offer. Lack of care in preparing an Offer shall not be grounds for withdrawing the Offer after the Offer Deadline.

B. Solicitation Contact Person. Any inquiry related to a Solicitation, including any requests for or inquiries regarding standards referenced in the Solicitation shall be directed solely to the Solicitation Contact

Person. The Bidder or Offeror shall not contact or direct inquiries concerning the Solicitation to any other employee unless the Solicitation specifically identifies a person other than the Solicitation

Contact Person as a contact.

C. Submission of Inquiries. The Solicitation Contact Person may require that an inquiry be submitted in writing. Any inquiry related to a Solicitation shall refer to the appropriate Solicitation number, page, and paragraph. Do not place the Solicitation number on the outside of the envelope containing the inquiry since it may then be identified as an Offer and not be opened until after the Offer Deadline.

D. Requests for Exceptions. A Bidder or Offeror may submit to the Solicitation Contact Person a written request for an unsubstantial, nonmaterial exception or deviation to a specific term, condition, or other provision in the Solicitation. Requests for an exception must identify the specific condition, term, or other provision to be excepted or modified and clearly state any proposed substitutions or modifications thereto.

1. A requested exception that substantially or materially alters a term, condition, or other provision shall be rejected. The District Representative or designee shall determine, in his or her sole discretion, whether an exception is substantial or material and advise the Bidder or Offeror of the decision. Submission of the Bidder’s or Offeror’s preprinted contract in place of the General or

Special Terms and Conditions of a Solicitation shall be rejected.

2. A request for exceptions shall not be accepted, in whole or in part, unless accepted in writing by the Solicitation Contact Person or District Representative.

3. If the Bidder or Offeror does not receive District’s written response to a request for exceptions prior to the Solicitation Deadline, the Bidder or Offeror may restate the request for exception in its

Acknowledgment and Acceptance of Terms and Conditions of Solicitation form. A request for exceptions in the form will be considered by District when evaluating the Offer. If the request for exceptions is not acceptable, District will reject the Offer.

E. Timeliness. Any inquiry shall be submitted as soon as possible and at least ten (10) days before the

Offer Deadline. Failure to do so may result in the inquiry not being answered.

F. No Reliance on Verbal Responses. Any inquiry that results in changes to the Solicitation shall be answered solely through a written Solicitation Addendum. A Bidder or Offeror may not rely on verbal responses from the Solicitation Contact Person to inquiries.

G. Pre-Offer Conference. If a pre-Offer conference has been scheduled under the Solicitation, the date, time, and location shall appear on the Solicitation cover sheet or elsewhere in the Solicitation. A Bidder or Offeror should raise any questions it may have about the Solicitation at the conference.

Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Solicitation Contact Person. Requests should be made as early as possible to allow time to arrange for the accommodation.

Verbal responses to questions raised at the conference shall not amend the Solicitation. If an issue is raised at the conference that results in a decision by District to amend the Solicitation, the Solicitation may be amended only by issuance of a written Solicitation Addendum. A Bidder or Offeror may not rely on any verbal responses to questions at the conference.

3.3. Offer Preparation

A. Forms: No Facsimile or Physical Mail (USPS, FEDEX, UPS, etc ) Offers. An Electronic Offer shall be submitted either on the forms provided in the Solicitation or their substantial equivalent. Any substitute document for the forms provided in the Solicitation must be legible and contain the same information requested on the form. A facsimile, physical mail, or mailgram offer shall be rejected.

B. Typed or Ink; Corrections. The Offer must be typed or in ink. Erasures, interlineations, or other modifications in the Offer must be initialed in ink by the person signing the Offer. Modifications shall not be permitted after Offers have been opened except as otherwise provided under applicable law.

C. Acknowledgement and Acceptance Form: The Acknowledgement and Acceptance of Terms and

Conditions of Solicitation form must be submitted with the Offer and signed by a representative of the

Bidder or Offeror.

All exceptions or modifications requested by the Bidder or Offeror, regardless of whether District previously accepted the requested exceptions or modifications requested by the Bidder or Offeror, must be clearly set forth in the Acknowledgement and Acceptance of Terms and Conditions of

Solicitation form. Any exceptions or modifications set forth in the form that have not been previously accepted by District, may be rejected if District determines, in its sole judgment, that the a requested exception or modification would substantially or materially alters a term, condition, or other provision of the Solicitation. Unacceptable exceptions or modifications shall remove the Offer from consideration for award.

D. Offer and Acceptance Form. The Offer and Acceptance form within the Solicitation must be submitted with the Offer and signature by authorized representative of the Bidder or Offeror. The signature shall signify the Bidder’s or Offeror’s intent to be bound by the Offer and the terms of the Solicitation and that the information provided is true, accurate, and complete. Failure to submit verifiable evidence of intent to be bound, such as an original signature, may result in rejection of the Offer.

E. Subcontractors. A Bidder or Offeror shall clearly list any proposed subcontractors and the subcontractor’s proposed responsibilities in the Offer.

F. Cost of Offer Preparation. District will not reimburse a Bidder or Offeror for the cost of responding to a

Solicitation.

G. Solicitation Addendum. Unless otherwise stated in the Solicitation, each Solicitation Addendum shall be acknowledged electronically by the person signing the Offer, and shall be submitted no later than the Offer Deadline. Failure to acknowledge a Solicitation Addendum will result in non submission of the

Offer.

H. Tax Identification Numbers. A Bidder or Offeror must provide his or her Arizona Transaction Privilege

Tax number and/or Federal Employer Identification number, if applicable, in the space provided on the

Offer and Acceptance Form and provide the tax rate and amount, if applicable, on the Cost Form.

I. Taxes. Prices stated in a Solicitation shall not include applicable state and local taxes. District is exempt from paying federal excise tax and state property taxes. District is not exempt from state and local transaction privilege (sales) taxes. The amount of any applicable transaction privilege or use tax of a political subdivision of the State is not a factor in determining the lowest Bidder.

J. Shipping/Delivery. Terms and conditions relating to shipping and delivery are “FOB Destination, Freight

Prepaid and Allowed.” The shipping and delivery terms are further described in the General Terms and

Conditions of Contract and are subject to modification in the Special Requirements of Solicitation, if any, for this Solicitation.

K. Order of Precedence. A Solicitation includes, in addition to the Invitation for Bid or Request for

Proposal, the following documents listed in their order of precedence:

1st Solicitation Addendums

2nd Special Requirements of Solicitation

3rd General Terms and Conditions of Contract

4th Statement of Scope of Work/Specifications

5th Solicitation Attachments and Exhibits

6th Uniform Instructions for Offers

In the event of a conflict between provisions in two or more of the foregoing Solicitation documents, the document having a higher order of precedence will prevail over the other document or documents with conflicting provisions.

3.4. Submission of Offer

A. Each Offer shall be submitted electronically through OpenGov.

B. Offer Amendment or Withdrawal. The Bidder or Offeror may withdraw an Offer any time prior to the

Offer Deadline. The Offer may not be amended or withdrawn after the Offer Deadline, except as otherwise provided under applicable law.

C. Confidential Information.

1. Request for Confidentiality. If a Bidder or Offeror believes that its Offer contains confidential trade secrets or other proprietary information that should not be disclosed, the Bidder or Offeror may submit to the District Representative and the Solicitation Contact Person a Request for

Confidentiality of Proprietary Information form that identifies the specific information and explains why it should be protected from disclosure. All information proposed for protection from disclosure shall be so identified wherever it appears in the Offer. The District Representative shall review the statement and provide the determination in writing whether the information shall be protected. If the District Representative determines that the information shall be protected from disclosure, the District Representative shall inform the Bidder or Offeror in writing of such determination. Requests to protect pricing information or the entire Offer from disclosure will be denied.

2. Public record. All contents of an Offer submitted in response to a Solicitation, other than those items determined by the District Representative to be confidential will become a matter of public record available for review after Award notification.

D. Certifications of Bidder or Offeror. By signing the Offer and Acceptance Form, the Bidder or Offeror certifies the following:

1. The Bidder or Offeror has examined and understands the terms, conditions, scope of work/services and specification, and other documents in the Solicitation.

2. The Offer is genuine and not made in the interest of, or on behalf of, any persons not herein named. The Bidder or Offeror, including its owners, employees, and agents, have not directly or indirectly induced or solicited: (i) a Bidder to put in a sham Offer; (ii) any other person, firm or corporation to refrain from submitting an Offer; or (iii) in any other manner sought to secure for itself an advantage over any other Bidder or Offeror or to produce a deceptive show of competition in the matter of the Offer or Award of a Contract under the Solicitation.

3. The Bidder or Offeror has not given, has not offered to give, or does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a District official or employee in connection with the submitted Offer.

4. The Bidder or Offeror, including its owners, employees, and agents directly involved in obtaining contracts with the State of Arizona, or any subdivision of the state has not been convicted of false pretenses, attempted false pretenses, or conspiracy to commit false pretenses, bribery, attempted bribery, or conspiracy to bribe under the laws of any state or federal government for acts or omissions after January 1, 1985.

5. The Bidder or Offeror is not currently suspended, debarred, or otherwise precluded from participating in any public procurement activity with any federal, state, or local government entity.

6. If awarded a Contract, the Bidder or Offeror shall provide the equipment, commodities, and/or services in accordance with the terms, conditions, scope of work/services, specifications, and other documents of the Solicitation.

7. The Bidder or Offeror is not engaged in and for the duration of the contact will not engage in a boycott of Israel.

3.5. Additional Offer Information

A. Late Offers. An Offer submitted after the Offer Deadline shall be rejected.

B. Unit Price Prevails. In the case of discrepancy between the unit price or rate and the extension of that unit price or rate, the unit price or rate shall govern.

C. Confirmation. District may contact the Bidder or Offeror to confirm its understanding of the Offer. Such contact shall occur after the Offer Deadline and prior to award. District shall seek written confirmation from the Bidder or Offeror and shall retain the request and confirmation, if obtained, in the procurement file.

D. Offer Acceptance Period. The Bidder or Offeror shall hold its Offer open for the later of (i) the number of days after the Offer Deadline stated in the Solicitation or (ii) ninety (90) days.

E. Rights of Waiver, Rejection, and Cancellation. Notwithstanding any other provision of the Solicitation, District may waive any minor informality, reject any and all Offers or portions thereof, or cancel a

Solicitation.

3.6. Award

A. Basis of Award. An Award will be made to the Responsible Bidder or Offeror whose Offer is determined to be:

1. For an invitation for Bid, the lowest responsible and responsive Bid or Bids that conform in all material respects to the requirements of the Solicitation and evaluation factors, if any, set forth the

Special Requirements of Solicitation.

If a Bidder is awarded a Contract and is unable to meet its contractual obligations, District may cancel the Contract and award a Contract to the next lowest ranked Bidder if this determination occurs within a reasonable time period after the original Contract Award.

2. For a request for proposal, the Proposal or Proposals that are determined in writing to be the most advantageous to District based on the requirements of the Solicitation and evaluation factors set forth in the Special Requirements of Solicitation.

District will evaluate and determine which Proposals are acceptable and unacceptable for further consideration. If determined to be in the best interest of District, District may request interviews with the Offerors determined to be most likely to meet the requirements to discuss cost and/or other portions of the Proposal.

No requirement or factor may be used in the evaluation of offers that is not set forth in the

Solicitation. The amount of any applicable transaction privilege or use tax of a political subdivision of the State shall not be a factor in determining the lowest Bid or most advantageous

Proposal.Proposal will be scored and then ranked to determine if they will be recommended for award.

B. Multiple Awards. District may award multiple contracts from the Solicitation. The decision to award a single contract, award multiple contracts, or make no award rests solely with District. A multiple Award shall be made only if the District Representative determines in writing, prior to making an award that a multiple Award is necessary and is advantageous to District.

In determining whether to award multiple contracts, District will assess whether multiple vendors are necessary and advantageous to ensure the availability of goods or services that fully conform to

District’s requirements at the time, place and manner needed by District. If District determines that multiple contracts are necessary and advantageous, District will determine the least number of

Contractors that are needed and award Contracts to, if an invitation to bid, the Bidders who submitted the lowest responsible and responsive Bids; and, if a request for proposal, the Offerors who submitted the most advantageous Proposals to District.

When determining whether to award of multiple contracts, District may consider a variety of factors, including without limitation: District’s experience with existing products and systems, brand continuity for parts replacement, increased demand for goods or services, a single Contractor’s ability to provide for District’s needs, bonding capacity, Contractor’s location and service areas, District’s past experience with Contracts for similar product/services, and other relevant criteria, including the criteria set forth in school district procurement code R7-2-1024(B)(1)(D): whether contracts will be awarded by individual line items or groups of line items, by increments, or by designated regions or locations.

C. Formation of Contract. A response to the Solicitation is an offer to contract with District based upon the terms, conditions, scope of work/services, and specifications contained in the Solicitation. An Offer does not become a contract unless and until District accepts it. A contract is formed when the District

Representative signs the Award document on behalf of District. No work may commence or products be delivered until District has issued a Purchase Order to Contractor.

3.7. Protests

A protest of a Solicitation or Award may be made by an interested party as defined by the School District

Procurement Code. The protest shall comply with and be resolved according to Rules R7-2-1141 through R7-2-

1153 of the School District Procurement Code. Protests shall be in writing and be filed with the District

Representative. A protest based on alleged improprieties that are apparent before the Offer Deadline must be delivered to the District Representative before the Offer Deadline. A protest of a Solicitation or Award for any other reason must be delivered to the District Representative within ten (10) days after District makes the Bid file available for public inspection, unless the District Representative finds good cause for the delay of the interested party. A protest shall include:

• The name, addresses, and telephone number of the interested party;

• The signature of the interested party or its representative;

• Identification of the purchasing agency and the Solicitation or Contract number;

• A detailed statement of the legal and factual grounds of the protest including copies of relevant documents;

and

• The form of relief requested.

4. GENERAL TERMS AND CONDITIONS OF CONTRACT

All Contracts awarded by District are subject to the following terms and conditions. All defined terms in the

Uniform Instructions for Offers shall have the same meanings when used in this General Terms and Conditions of Contract. Provisions of this General Terms and Conditions of Contract may be superseded by the Special

Requirements of Solicitation, if any, of this Solicitation.

4.1. CANCELLATION

A. Cancellation for Bankruptcy or Acquisition. District reserves the right to cancel, or suspend the use of, any Contract if Contractor files for bankruptcy protection, or is acquired by an independent third party.

B. Cancellation for Conflict of Interest. District may cancel the Contract pursuant to A.R.S. §38-511 for conflict of interest.

C. Cancellation for Convenience. District reserves the right to immediately cancel the Contract without penalty or recourse, in whole or in part, when District determines cancellation to be in its best interests. Contractor shall be entitled to receive just and equitable compensation in accordance with applicable Contract pricing for authorized work in progress, authorized work completed, and materials accepted before the effective date of the cancellation.

D. Cancellation for Non-performance or Contractor Deficiency. District reserves the right to cancel the whole or any part of the Contract due to failure by Contractor to carry out any obligation, term, or condition of the Contract. District may issue a written deficiency notice to Contractor for any of the following:

1. Failing to comply with the accepted terms and conditions of the Contract;

2. Providing material that does not meet the specifications of the Contract;

3. Providing work and/or material that was not awarded under the Contract;

4. Failing to adequately perform the services set forth in the scope of work/services and specifications;

5. Failing to complete required work or furnish required materials within a reasonable amount of time;

6. Failing to make progress in performance of the Contract and/or giving District reason to believe that Contractor will not or cannot perform the requirements of the Contract;

7. Performing work or providing services under the Contract prior to receiving a District-reviewed purchase order for such work.

E. Upon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to District to adequately address all issues of concern. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation, all goods, materials, and work paid for by District, along with documents, data, and reports prepared by

Contractor under the Contract shall become the property of District.

F. Cancellation for Replacement. District reserves the right to cancel the Contract awarded under a

Solicitation and replace it with a newer Contract awarded to the same Contractor for similar goods and services. District may, at its option, replace the Contract awarded from the Solicitation or delay a new

Award until the existing Contract expires. The decision to replace the Contract rests solely with District.

G. Continuation of Performance. Contractor shall continue to perform in accordance with the requirements of the Contract, up to the date of cancellation and as directed in the cancellation notice.

H. Cancellation for Improper Conduct. District may cancel the Contract if it is found that gratuities in the form of entertainment, gifts, or otherwise were offered or given by Contractor, or any agent or representative of Contractor, to any employee or official of District with a view toward securing a contract or with respect to the performance of this Contract. Paying the expenses of normal business meals shall be in accordance with District’s policy regarding gratuities. Samples of software, equipment, or hardware provided to District for demonstration or evaluation are not considered gratuities.

I. Cancellation by Contractor. Unless otherwise provided in the Special Requirements of Solicitation, if any, Contractor may cancel the Contract by delivery of prior written notice during the 60-day period prior to an annual contract renewal. Termination shall have no effect on projects in progress at the time that a notice of cancellation is received by District.

J. Cancellation for Lack of Appropriation. District may cancel the Contract if the Legislature of the State of

Arizona at any time fails to appropriate funds necessary for the District to perform the Contract.

4.2. CONTRACT ADMINISTRATION

A. Records and Audit. Contractor shall retain and, by contract, shall require each subcontractor to retain all books, accounts, reports, files, and other records, whether in written or electronic form, relating to the acquisition and performance of the Contract (the “Records”) for a period of five years after the completion of the Contract. At any time during the term of this Contract and five (5) years thereafter, the Records shall be subject to inspection and audit by District at reasonable times. Upon request, Contractor shall produce a legible copy of any or all such Records.

B. Compliance with Prior Certifications. Upon Award of a Contract, Contractor shall continue to fully comply with all certifications provided to District in the Uniform Rules for Offer of the Solicitation.

C. Inspection and Testing. Contractor agrees to permit access to its facilities, subcontractor facilities, and

Contractor’s processes for producing the materials at a reasonable time for inspection of the materials and services covered under the Contract. District shall also have the right to test at its own cost the materials to be supplied under the Contract. Inspection at Contractor’s facilities or testing shall not constitute final acceptance of the materials. If District determines non-compliance of the materials, Contractor shall be responsible for the payment of all costs incurred by District for testing and inspection.

D. Notices. Notices to Contractor required by the Contract shall be made by District to the person indicated on the Offer and Acceptance form submitted by Contractor. Notices to District required by the Contract shall be made by Contractor to Solicitation Contact Person indicated on the Solicitation cover sheet. The Solicitation Contact Person and an authorized Contractor representative may change their respective person to whom notices shall be given by written notice, and an Amendment to the

Contract shall not be necessary.

E. Property of District. Any materials, including reports, computer programs, and other deliverables, created under the Contract shall be the sole property of District. Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else.

Contractor shall not use or release these materials without the prior written consent of District.

F. Advertising. Contractor shall not advertise or publish information for commercial benefit concerning the Contract or its working relationship with District without prior written approval of the District

Representative.

4.3. CONTRACT AMENDMENTS

A. Amendments. The Contract is issued under the authority of the District Representative. The Contract may be modified only through a Contract Amendment within the scope of the Contract. Changes to the

Contract, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by an unauthorized employee or made unilaterally by

Contractor are violations of the Contract. Such changes, including unauthorized written Contract

Amendments, shall be void and without effect.

B. Subcontracts. Contractor shall not enter into any Subcontract under the Contract without the advance written approval of the Solicitation Contact Person. The Subcontract shall require the subcontractor to comply with the terms and conditions of the Contract.

C. Assignment and Delegation. Contractor shall not assign any right nor delegate any duty under the

Contract without the prior written approval of the District Representative.

4.4. CONTRACT CLAIMS

All claims and controversies under the Contract shall be resolved according to A.R.S. §15-213 and the School

District Procurement Code.

4.5. CONTRACT INTERPRETATION

A. Governing Law. The Contract is governed by Arizona law, including the School District Procurement

Code.

B. Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by District, the following order of precedence shall prevail:

1st Solicitation Addendums

2nd Special Requirements of Solicitation

3rd General Terms and Conditions of Contract

4th Statement of Scope of Work/Specifications

5th Solicitation Attachments and Exhibits

6th Uniform Instructions for Offers

C. A Contract does not include a contract or agreement prepared and requested by Contractor unless it contains a provision that expressly states that it will be deemed part of the Contract, identifies what provisions of the Contact, if any, are superseded by the contract or agreement, and is signed by the

District Representative.

D. Severability. The provisions of the Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract.

E. No Parole Evidence. The Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in the Contract.

F. No Waiver. Either party’s failure to insist on strict performance of any term or condition of the

Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing to the nonconforming performance knows of the nature of the performance and fails to object to it.

4.6. CONTRACTUAL REMEDIES

A. Right to Assurance. If District in good faith has reason to believe that Contractor does not intend to, or is unable to perform or continue performing the Contract, District may demand in writing that

Contractor give a written assurance of intent or ability to perform. Failure by Contractor to provide written assurance within the number of days specified in the demand will be treated as an anticipatory breach of the Contract. Upon anticipatory breach, District may pursue all remedies, including termination of the Contract.

B. Stop Work Order.

District may, at any time, by written order to Contractor, require Contractor to stop all or any part, of the work called for by the Contract for a period of up to ninety (90) days after the order is delivered to

Contractor, and for any further period to which the parties may agree. Upon receipt of the order, Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage.

If a stop work order issued under this clause is canceled or the period of the order or any extension expires, Contractor shall resume work. The District Representative shall make an equitable adjustment in the delivery schedule or Contract price, or both, and the Contract shall be amended in writing accordingly.

C. Nonconforming Tender. Products and materials supplied under the Contract shall fully comply with the

Contract. The delivery of products and materials or a portion thereof in an installment that do not fully comply with the Contract constitutes a breach of contract. On delivery of nonconforming materials, District may terminate the Contract or pursue any other right or remedy available to it.

D. Right to Offset. District shall be entitled to offset against any sums due Contractor, any expenses, costs or damages incurred by District as a result of Contractor’s nonconforming performance or failure to perform the Contract.

E. Non-exclusive Remedies. The rights and the remedies of the parties under the Contract are not exclusive.

F. Force Majeure. Except for payment of sums due, a party shall not be liable to the other or deemed in default under the Contract if and to the extent that such party's performance of the Contract is prevented by reason of Force Majeure. As used in the Contract, the term “Force Majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault, negligence, or reasonable diligence. Force Majeure includes acts of God; acts of the public enemy, war, riots, strikes, labor disputes, civil disorders, fire, flood, lockouts; or failures or refusals to act by government authority. Force Majeure shall not include any of the following occurrences:

1. Late delivery of equipment or materials caused by congestion at a manufacturer's plant or elsewhere, or an oversold condition of the market.

2. Late performance by a subcontractor unless the delay arises out of a Force Majeure as defined in the Contract.

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

4. If delayed in the progress of work by Force Majeure, the delayed party shall deliver written notice to the other party as soon as soon as practicable.

5. The notice shall specify the cause of the delay and estimate the time for performance. A delay or failure in performance by either party shall not constitute default or give rise to a claim for damages, to the extent that such delay or failure is caused by a Force Majeure.

4.7. FEDERAL AND STATE REQUIREMENTS

A. Fingerprinting Requirements. Contractor, including any employee of Contractor, a subcontractor and employee of a subcontractor, who is contracted to supply services on a regular basis (at least five (5) times during a month) at a District school shall at its own expense, obtain a valid fingerprint clearance card in accordance with A.R.S. §41-1758 and present it to District or school prior to commencement of services. An exception to this requirement may be made as authorized in Governing Board policy.

B. E-Verification. Contractor agrees to comply and maintain compliance with FINA, A.R.S. §41-4401, and

A.R.S. §23-214, which requires compliance of federal immigration laws by employers, contractors, and subcontractors in accordance with the E-Verify Employee Eligibility Verification Program.

C. Registered Sex Offender Restriction. Contractor agrees that no employee or agent of Contractor or a subcontractor, who has been adjudicated to be a registered sex offender, will perform work on District premises or equipment at any time when District students are, or are reasonably expected to be, present. Contractor further agrees that a violation of this condition shall be considered a material breach and may result in a cancellation of the Contract at District's discretion.

D. Non-Discrimination. Contractor shall comply with all applicable state executive orders and federal and state laws, rules and regulations that protect persons from illegal discrimination on the basis of race, color, religion, national origin, sex, disability, and age.

E. Offshore Performance of Work Prohibited. Due to security and identity protection concerns, direct services under the Contract shall be performed within the borders of the United States. Any services that are described in the specifications or scope of work/services that directly serve the State of

Arizona or its clients and may involve access to secure or sensitive data or personal client data or development or modification of software for the State shall be performed within the borders of the

United States. Unless specifically stated otherwise in the specifications, this definition does not apply to indirect or “overhead” services, redundant back-up services, or services that are incidental to the performance of the Contract. This provision applies to work performed by subcontractors.

F. Terrorism Country Divestments. In accordance with A.R.S. §35-392, District is prohibited from purchasing a company that is in violation of the Export Administration Act.

4.8. INSURANCE AND SAFETY

A. Insurance. Contractor shall procure and maintain until all of its obligations under the Contract have been fully discharged, comprehensive insurance against claims for injury to persons or damage to property which may arise from or in connection with the work performed and material delivered by

Contractor or subcontractors. Contractor must have workers compensation insurance unless except by

Arizona law. The insurance requirements are minimum requirements and in no way limit the indemnity covenants contained in the Solicitation.

B. Insurance Coverage. Unless other coverage’s or amounts are specified in the Special Requirements of

Solicitation, Contractor shall provide coverage’s with limits of liability not less than the following:

Commercial General Liability – Liability arising out of activities performed by or on behalf of Contractor

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Each Occurrence $1,000,000

The policy shall be endorsed to include the following specific language: "TempeTempe Elementary

School District is named as additional insured with respect to liability arising out of the activities performed by, or on behalf of Contractor."

Automobile Liability – Bodily injury and property damage for any owned, hired, and non-owned vehicles used in the performance of the Contract

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

The policy shall be endorsed to include the following language: "TempeTempe Elementary School

District is named as an additional insured with respect to liability arising out of the activities performed by, or on behalf of Contractor, including automobiles owned, leased, hired or borrowed by

Contractor."

Workers’ Compensation and Employers' Liability

Workers' Compensation Statutory

Employers' Liability:

Each Accident $100,000

Disease -Each Employee $100,000

Disease -Policy Limit $500,000

Property Insurance

Contractors awarded contracts for construction or expansion of buildings shall obtain and maintain for the duration of the project, course of construction builders risk insurance in the amount of the real property being constructed.

C. Additional Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions:

1. Contractor's insurance coverage shall be primary insurance and noncontributory with respect to all other available sources.

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

D. Safety. Contractor, at its own expense and at all times, shall take all reasonable precautions to protect persons and District property from damage, loss, or injury resulting from the activities of Contractor, including its employees and subcontractors. Contractor shall comply with all applicable federal, state and local government job safety requirements, including the Occupational Safety Health Act.

4.9. LICENSES

Contractor shall maintain in current status all federal, state, and local licenses, bonds, and permits required for the operation of the business conducted by Contractor. Contractor shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the

Contract. District reserves the right to stop work and/or cancel the contract of any Contractor whose license(s) expire, lapse, are suspended, or are terminated.

4.10. PAYMENT

A. Contractor Invoice. Contractor shall invoice District after delivery of goods and/or services. All invoices shall list the specific items being billed, purchase order number, and Bid number of the Solicitation.

Taxes shall be listed separately from the item cost. Contractor shall send invoices to District’s Accounts

Payable Department, 3205 South Rural Road, Tempe, AZ 85282. All transactions are payable in U.S.

currency only.

B. Contractor Payment. District shall issue payment to Contractor after receipt of invoice. Payment terms are net thirty (30) days from receipt of Contractor’s invoice.

C. IRS W-9. Contractor shall have a current I.R.S. W-9 Form on file with District to receive payment under the Contract.

D. Correct Billing. Contract products/services may not be invoiced greater than the purchase order. If incorrect invoices are discovered, Contractor must correct invoices resulting in excess charges, no matter the cause of the error or the delay in noticing error. Any excess payment must be returned to

District within the time allowed by law, in the form of a check or credit memo, as determined by

District.

E. Progress Payments. District may make progress payments under the following conditions: 1) District and Contractor agree to the terms of the progress payments prior to issuing a purchase order; 2) the purchase order describes the amounts/percentages to be paid and the dates/frequency of payment; 3)

District accepts responsibility for verifying the validity of each payment application; 4) payments are made only after goods and/or services are verified; and 5) any such payments must be made in full compliance with District’s local governing entity rules and any and all other applicable state rules and regulations.

4.11. PRICE AND PRODUCT CHANGES

A. Current Products. Contracts shall be for materials and equipment in current production and marketed to the general public and education/government agencies at the time the Bid is submitted.

B. Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may request to replace the discontinued product with an acceptable alternate. District may require satisfactory evidence that the product has been discontinued, that the proposed alternate meets or exceeds the Contract specifications, and that the price of the proposed alternate is equal to or less than that of the discontinued product. District, in its sole discretion, may approve the request by issuing notice to the Contractor or a Contract amendment. Upon approval by District, Contractor shall make available electronic price lists/catalog updates at no additional cost to District.

C. Price Adjustments.

1. Price Increases. Prices shall be firm for the initial term of the Contract. Contractor may submit to the District Representative a fully documented request for a price increase not more than 90 days and not less than 60 days prior to the renewal date of the Contract. A price increase adjustment shall only be considered at the time of a Contract extension and shall be a factor in the extension review process.

The District Representative shall determine whether the requested price increase or any other option is in the best interest of District. The District Representative may require satisfactory evidence that manufacturers, suppliers, or service providers to Contractor have imposed or announced cost increases that contribute directly and substantially to Contractor’s cost of doing business. A price increase, if approved, shall be effective upon the effective date of the Contract extension.

D. Price Decreases. During the term of the Contract, Contractor shall offer to District an equivalent price reduction for any Contract product if Contractor publishes a price reduction for the Contract product for other customers of Contractor. District may accept a price reduction at its discretion.

4.12. RELATIONSHIP OF PARTIES

A. Independent Contractor. Contractor is an independent contractor to District.

B. No Contractual Relationship with Subcontractor. District shall have no contractual relationship with a subcontractor.

C. Affordable Care Act. Contractor understands and agrees that it shall be solely responsible for its compliance with the Patient Protection and Affordable Care Act, Public Law 111-148 and the Health

Care Education Reconciliation Act, Public Law 111-152 (collectively the Affordable Care Act “ACA”).

Contractor shall bear sole responsibility for providing health care benefits for its employees who provide services to District as required by state or federal law.

4.13. RISK AND LIABILITY

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

B. General Indemnification. Contractor shall indemnify, defend, save, and hold harmless District and its

Governing Board members, employees, and agents (hereinafter referred to collectively as “District”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and costs of claim processing, investigation and…