BPM006468_Requirements_Document.docx

REQUEST FOR PROPOSAL

In accordance with A.R.S. § 41-2534, the Arizona Department of Education is soliciting competitive sealed proposals pursuant to this Request for Proposal (RFP) for the materials or services specified herein. Respondents will submit their Offers to the State Procurement Office online through the State’s e-Procurement system. Arizona Procurement Portal (https://appstate.az.gov) at the date and time posted in ARIZONA PROCUREMENT PORTAL. Proposals received by the correct time and date will be opened and the name of each Offeror will be publicly available. Proposals shall be in the actual possession of the State prior to the time and date and at the location indicated in the Notice. Late proposals will not be considered.

The Offer shall be submitted in an acceptable format, as described herein, using the State’s online e-Procurement application Arizona Procurement Portal at https://appstate.az.gov. Submission of offers by means other than the Arizona Procurement Portal system will not be accepted. Prospective Offerors with questions in this regard shall contact the Procurement Officer prior to the Solicitation’s due date and time To submit an Offer, Offerors shall register in the Arizona Procurement Portal system. Offerors requiring assistance in the registration process or in navigating the Arizona Procurement Portal system may call the Help Desk at 602-542-7600.

OFFERORS ARE STRONGLY ENCOURAGED TO CAREFULLY READ THE ENTIRE SOLICITATION.

Please enter a nominal amount in the items/bid tab for award consideration.

Daniel Haight September 24, 2024

Procurement Officer Date

Steven Paulson September 24, 2024

Chief Procurement Officer Date

Request for Proposal

Solicitation No. BPM00XXXX

Title Arizona Department of Administration State Procurement Office 100 N 15th Avenue Phoenix, AZ 85007

Solicitation Summary Page of 48

TABLE OF CONTENTS 2

SCOPE OF WORK 3

SPECIAL TERMS AND CONDITIONS 6

UNIFORM TERMS AND CONDITIONS 15

Table of Contents

Solicitation No. BPM0006468 Project Momentum Principal Partners Arizona Department of Education 1535 W. Jefferson Street

Scope of Work

1. MISSION STATEMENT

The Arizona Department of Education is a service organization committed to raising academic outcomes and empowering parents.

2. BACKGROUND

The School Support and Improvement Unit of the Arizona Department of Education (ADE) provides intensive school improvement support for participating districts and schools through the ADE Project Momentum Arizona GEARS Framework. This framework is designed to improve learning outcomes for students through the Local Education Agency (LEA) and designated school(s). The GEARS framework and corresponding support are designed to build capacity and knowledge of the essential aspects of improving academic outcomes for students through a comprehensive system of LEA/School based support that ensures effective and sustainable teaching practices, student centered learning environments, and school based leadership practices focusing on high standards and outcomes.

3. PURPOSE

The ADE will be offering competitive school improvement grants for LEAs that have schools opting into and/or are required to participate in Project Momentum Arizona. These grants will fund support for schools at the LEA level. School leadership is second only to teaching among school-related factors in its impact on student learning. Moreover, principals strongly shape the conditions for high quality teaching and are the prime factor in determining whether teachers stay in high-needs schools. High-quality effective principals, therefore, are vital to the success of schools. A principal partner is an experienced professional offering help in the form of peer support and guidance in the implementation of the Project Momentum Arizona GEARS Framework to address and overcome the many challenges involved in improving schools and student outcomes. A principal partner assists the principal in goal setting around the GEARS Framework, strategizing and planning around best practices for school improvement, and inspiring action. In their role, the principal partner offers expert guidance and advice allowing the leader to reflect on ideas and actions to move toward educational and organizational excellence based on the Project Momentum Arizona GEARS Framework. The principal partner will assist the principal in completing the Project Momentum Arizona GEARS Framework School Quarterly Implementation Goal, utilize the Project Momentum Arizona GEARS Playbook, and visit the school site to evaluate and monitor progress. The principal partner will assist the principal in developing systems and procedures to sustain improvement. The ADE is seeking the services of qualified and experienced individual(s) (hereinafter referred to as Contractor) to provide school support through the role of Principal Partner through the Project Momentum Arizona GEARS Framework.

The solicitation is open to individuals who have experience with Project Momentum and have completed all modules of the Project Momentum Arizona GEARS Framework training. Only those applicants individually evaluated and approved by ADE will be allowed to perform support services under any of the contracts awarded for participation in the ADE Project Momentum Arizona school improvement model(s) pursuant to this solicitation.

4. CONTRACTOR RESPONSIBILITIES

Contractor shall:

4.1 Serve as a resource to the assigned school with implementation of the project grant targeting school improvement

4.2 Assist with development of a master schedule and/or operational calendar to include time for collaborative teams to meet regularly in alignment with LEA context and expectations

4.3 Provide support to the school principal for the development of Project Momentum Arizona GEARS Framework School Quarterly Implementation Goals

4.4 Provide support for the development of collaborative teams

4.5 Provide support to increase school performance on the state’s A-F School Accountability System and student achievement on annual state accountability assessments, as required by the state. The success criteria requires participating schools to demonstrate student performance growth in mathematics and Language Arts at a rate greater than or equal to that of the state

4.6 Assist with the development of systems and structures that are consistent with the district’s guaranteed and viable curriculum and the tenets of the Project Momentum Arizona Gears Framework

4.7 Meet in person for up to the equivalent of six days on-site. The number and duration of on-site visits may be amended and adjusted upon mutual agreement of the district superintendent and the district coach

4.8 Maintain regular communication, at least twice per month, with designated school administrators and staff

4.9 Ensure the principal is aware of Project Momentum Arizona participation expectations and assurances

4.10 Ensure the implementation and use of the Project Momentum Arizona GEARS Playbook

4.11 Participate in monthly ADE facilitated Principal Partner meetings

4.12 Attend any and all ADE Principal Partner trainings and/or other professional development obligations as assigned

4.13 Act in good faith as an independent contractor/coach by using professional knowledge and experience to help guide changes to instructional practice that result in advancement of student outcomes

4.14 Advocate only for goods and services that are separate from any personal financial interest

5. REQUIRED QUALIFICATIONS

Contactor shall:

5.1. Possess a master’s degree or higher in education or related fields

5.2. Possess effective verbal and written communication skills.

5.3. Possess Project Momentum leadership knowledge and/or experience

5.4. Possess LEA and/or site leadership experience that includes evidence of significant school improvement results

5.5. Possess strong organizational and interpersonal skills.

5.6. Possess dependability, tact and strength in multi-tasking, problem solving and critical analysis

5.7. Possess knowledge of coaching best practices; coaching continuum and/or cognitive coaching knowledge

5.8. Possess knowledge of effective classroom instruction and best practices, including evidence-based strategies, practices, and programs

5.9. Possess knowledge of Instructional Supervision & Leadership Indicators using evidence-based strategies and practices including collecting, and analyzing data, demonstrating observation and diagnostic skills, writing and operationalizing goals, strategic resource management and budgeting

5.10. Possess change process and change management experience

5.11. Possess knowledge of evidence-based school structures i.e., Multi-Tier Support Systems, Professional Learning Communities, data driven instruction, observation and feedback, intentional planning, shared leadership, effective communication strategies

5.12 Participated in Project Momentum Arizona GEARS Training to ensure a thorough understanding and commitment to the GEARS Framework

5.13 Be an individual or have fewer than 4 employees

6. REPORTING REQUIREMENTS

Contractor shall:

6.1. Ensure that the school principal submits, electronically, a Quarterly Implementation Goal(s) with evidence of progress into the designated Project Momentum Arizona portal

6.2. Submit Reflection form after each site visit

6.3. Document completion of twice-per months calls/video conference

6.4 Submit end of year summary of accomplished implementation goals and data showing progress in Math and ELA to the District Coach

7. DELIVERABLES

Contractor shall:

7.1. Conduct bi-weekly phone/virtual meetings with assigned principal and/or designated school administrative staff

7.2 Conduct a minimum of 6 on-site campus visits with assigned principal and/or designated staff unless an alternate number of visits is agreed to and approved by the District Coach

7.3. Attend all Project Momentum Principal Partner trainings

Scope of Work

Project Momentum Principal Partners Arizona Department of Education

7.4 Attend all virtual Principal Partner collaborative meetings

1. Glossary Terms

1.1. “ADE” means the Arizona Department of Education

1.2. “Department” means the Arizona Department of Education

1.3. “LEA” means Local Educational Agency which consists of Arizona public school districts, charter schools, and accommodation schools.

2. Purpose Pursuant to provisions of the Arizona Procurement Code, A.R.S. § 41 2501 et seq., the State of Arizona intends to establish a Contract for services as listed herein for services on behalf of the LEA’s.

3. Term of Contract The term of the contract shall commence upon award and shall remain in effect for (1) one year, unless terminated, canceled or extended as otherwise provided herein.

Pursuant to Arizona law, while the Contract is effective upon award, no work is authorized under this Contract until a valid purchase order is issued by the Arizona Department of Education. Work performed prior to the issuance of a valid purchase order may not be compensated.

4. Contract Extensions The Contractor agrees that the State shall have the right, at its sole option, to renew the contract in accordance with any extensions the State may receive for supplemental periods up to a maximum contract term of (5) five years. In the event that the State exercises such right, all terms, conditions and provisions of the original contract shall remain the same and apply during the renewal period with the exception of price.

5. Price Increase ADE may review a fully documented request for a price increase only after the contract has been in effect for three (3) years. 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. ADE shall determine whether the requested price increase or an alternate option is in the best interest of the State. The price increase adjustment, if approved, will be effective upon the effective date of the contract extension.

The request shall be submitted at least 60 days prior to the contract renewal date and shall be a factor in the extension review process.

Failure to submit the request within the stated timeframe and/or failure to supply adequate information with the request may result in the State not considering the request.

The State, at its sole option shall determine whether the requested price adjustment or an alternate option is in the best interest of the State.

6. Price Reductions Price reductions may be submitted to the State for consideration at any time during the contract period. The State at its own discretion may accept a price reduction.

7. Transitions

8. Contract Type Firm fixed price, indefinite quantity.

9. Multiple Award ADE reserves the right to make a multiple award to more than one Offeror.

10. Estimated Usage The Contract shall be on an as needed, if needed basis. The State makes no guarantee as to the amount of usage that may occur under a resultant contract. All eligible procurement units, as defined in the Arizona Procurement Code, are eligible to use this Arizona state contract.

11. Non-Exclusive Contract Any Contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of the State of Arizona. The State reserves the right to obtain like goods or services from another source, when necessary, or when determined to be in the best interest of the State.

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

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

14. Order Process The award of a Contract shall be in accordance with the Arizona Procurement Code. Any attempt to represent any material and/or service not specifically awarded as being under contract with the State is a violation of the Contract and the Arizona Procurement Code. Any such action is subject to the legal and contractual remedies available to the State inclusive of, but not limited to, contract cancellation, suspension and/or debarment of the Contractor.

15. Changes ADE reserves the right to revise the delivery schedule and make other changes within the Scope of Work as may be deemed necessary to best serve the interest of ADE. All changes shall be documented by formal amendments to the Contract. Changes made without benefit of a formal amendment will not be valid.

16. Purchase Orders Work under this Contract will be funded and ordered through separate purchase orders issued by ADE. No work is to be performed until a valid purchase order is received by the Contractor.

17. Payment Payment will be made pursuant to Attachment II, Price Sheet.

18. Payment/Invoices & Mailing of Payments The Contractor shall submit invoices to accountspay@azed.gov and the invoices shall include:

· Company Name

· Complete Address

· Telephone Number

· Contact Person

· Itemized services, description, quantity, unit of measure, unit price, and extended price of supplies delivered (including dates services were performed)

· Purchase Order Number

· Invoice Date

· Contract Number

· Invoice Number

· Shipping and Payment Terms

The Contractor is responsible to ensure that all invoices submitted for payment are completed with the above information and in strict accordance with the price(s) offered on the Proposal’s Cost Form.

19. Travel The Contractor shall be responsible for all travel related expenses.

20. Acceptance Upon receipt of Products and Services, and/or commencement of continual Services, ADE shall determine whether all delivered Products and Services meet the applicable Product and Services specifications and quality requirements established herein.

21. Inclusive Offeror Offeror(s) are encouraged to make every effort to utilize subcontractors that are small, women-owned and/or minority-owned business enterprises. This could include subcontracts for a percentage of Administrative or Billing needs. Offerors who are committing a portion of their work to such subcontractors shall do so by identifying the type of service and work to be performed by providing detail concerning your organization's utilization of small, women-owned and/or minority-owned business enterprises. Emphasis should be placed on specific areas that are subcontracted and percentage of contract utilization and how this effort will be administered and managed, including reporting requirements.

22. Offshore Performance of Work Prohibited Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and involve access to secure or sensitive data or personal client data shall be performed within the defined territories of the United States. Unless specifically stated otherwise in the specifications, this paragraph does not apply to indirect or overhead services, redundant back-up services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers.

23. Confidentiality of Records The Contractor shall establish and maintain procedures and controls acceptable to the State for the purpose of assuring that information or data in its possession is not mishandled, misused, released, disclosed, or used in an inappropriate manner by it, its agents, officers, or employees. This includes information contained in its records obtained from the State or others, necessary for contract performance. The contractor shall take all reasonable steps and precautions to safeguard this information and data and shall not divulge the information or data to parties other than those needed for the performance of duties under the contract.

24. Disabilities Act The Contractor shall comply with the Americans with Disabilities Act of 1990 (Public Law 101-336) and the Arizona Disability Act of 1992 (A.R.S. §§ 41-1492 et. seq.), which prohibits discrimination on the basis of physical or mental disabilities in delivering contract services or in the employment, or advancement in employment of qualified individuals.

25. Non-Discrimination ADE is an Equal Employment Opportunity Agency. The Contractor shall comply with any and all applicable Federal and State laws regarding discrimination in employment and the provision of services.

26. Family Education Rights and Privacy Act of 1974 (FERPA) If applicable, both parties agree to comply with the federal Family Educational Rights and Privacy Act of 1974. This applies to all provisions of this Agreement which involves identifiable individual student data.

27. Assignment The Contractor agrees and understands that the contract shall constitute an assignment by the contractor to the State of Arizona of all rights, title and interest in and to all causes of action that the contractor may possess under the antitrust laws of the United States or the State of Arizona for which causes of action have accrued or will accrue as the result of or in relation to the goods or services purchased or procured by the contractor in the fulfillment of the contract with the State of Arizona.

28. Compliance Requirements for A.R.S. § 41-4401, Government Procurement; E Verify Requirement The Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A. (That subsection reads: “After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the e-verify program.). A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the contract and the Contractor may be subject to penalties up to and including termination of the contract. Failure to comply with a State audit process to randomly verify the employment records of contractors and subcontractors shall be deemed a material breach of the contract and the Contractor may be subject to penalties up to and including termination of the contract. The ADE retains the legal right to inspect the papers of any employee who works on the contract to ensure that the Contractor or subcontractor is complying with the warranty.

29. Warranty of Services

i. The Contractor warrants that all services provided hereunder will conform to the requirements of the Contract, including all descriptions, specifications, attachments, and exhibits made a part of this Contract. The ADE's acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty.

ii. In addition to its other remedies, the ADE may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein. Services corrected by the Contractor shall be subject to all the provisions of this Contract in the manner and to the same extent as services originally furnished hereunder.

30. Participation in Boycott of Israel Contractor warrants it is not engaged in a boycott of Israel as defined by A.R.S. § 35-393.01.

31. Participation in Forced Labor of Ethnic Uyghurs Ban Contractor warrants that it is in compliance with the A.R.S. § 35-394.

32. Indemnification Clause To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona.

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

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33.1. Insurance Requirements

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

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

33.2. Minimum Scope and Limits of Insurance

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

33.2.1. Commercial General Liability (CGL) – Occurrence Form

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

a. The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor.

b. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

33.2.2. Business Automobile Liability

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

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

a. Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor.

b. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

33.2.3. Workers’ Compensation and Employers' Liability

· Workers' Compensation Statutory

· Employers' Liability

a. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

33.2.4. Professional Liability (Errors and Omissions Liability)

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

b. The policy shall cover professional misconduct or negligent acts for those positions defined in the Scope of Work of this contract.

33.3. Additional Insurance Requirements

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

33.3.1. The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E).

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

33.4. Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number).

33.5. Acceptability of Insurers

Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

33.6. Verification of Coverage

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

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

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

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

33.7. Subcontractors

Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department reserves the right to require, at any time throughout the life of this contract, proof from the Contractor that its subcontractors have the required coverage.

33.8. Approval and Modifications

The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action.

33.9. Exceptions

In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply.

Special Terms and Conditions

Project Momentum Principal Partners Arizona Department of Education

1. Definition of Terms. As used in this solicitation and any resulting Contract, the terms listed below are defined as follows:

1.1. “AI” means the science and engineering of making machines capable of performing tasks that are typically associated with human intelligence, such as learning and problem-solving, and includes without limitation: AI systems, classic AI, external AI, generative AI, and large language model (LLM) AI.

1.2. “Attachment” means any item the Solicitation which requires the Offeror to submit as part of the Offer.

1.3. “Contract” means the combination of the Solicitation, including the Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments.

1.4. “Contract Amendment” means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract.

1.5. “Contractor” means any person who has a Contract with the State.

1.6. “Data” means recorded information, regardless of form or the media on which it may be recorded. The term may include technical Data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

1.7. “Days” means calendar days unless otherwise specified.

1.8. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation generally containing maps, schematics, examples of reports, or other documents that will be used to perform the requirements of the Scope of Work after contract award.

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

1.10. “Materials” means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space.

1.11. “Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract.

1.12. “Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor which does not involve the delivery of a specific end product other than required reports and performance but does not include employment agreements or collective bargaining agreements.

1.13. “State” means any department, commission, council, board, bureau, committee, institution, agency, government corporation or other establishment or official of the executive branch or corporation commission of the State of Arizona that executes the Contract.

1.14. “State Fiscal Year” means the period beginning with July 1 and ending June 30.

1.15. “Subcontract” means any Contract, express or implied, between the Contractor and another party or between a Subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any Materials or any Services required for the performance of the Contract.

1.16. “Subcontractor” means a person who contracts to perform work or render Services to a Contractor or to another Subcontractor as a part of a Contract with the State.

2. Contract Interpretation

2.1 Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.

2.2 Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it.

2.3 Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the State and as they may be amended, the following shall prevail in the order set forth below:

2.4 Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract.

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

2.6 No Parol Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding.

2.7 No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it.

3. Contract Administration and Operation

3.1 Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each Subcontractor to retain any and all Data and other “records” relating to the acquisition and performance of the Contract for a period of five (5) years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

3.2 Non-Discrimination. The Contractor shall comply with State Executive Order Nos. 2023-09, 2023-01, 2009-09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. Contractor shall include these provisions in contracts with Subcontractors when required by Federal or State law.

3.3 Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor’s or any Subcontractor’s books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract.

3.4 Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection of the facilities or Materials covered under this Contract as required under A.R.S. § 41-2547. The State shall also have the right to test, at its own cost, the Materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor Materials testing shall constitute final acceptance of the Materials or Services. If the State determines non-compliance of the Materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.

3.5 Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation, stated in the Contract, or listed on the State’s eProcurement system. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary.

3.6 Advertising, Publishing, and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

3.7 Continuous Improvement. Contractor shall recommend continuous improvements on an on-going basis in relation to any Materials and Services offered under the Contract, with a view to reducing State costs and improving the quality and efficiency of the provision of Materials or Services. State may require Contractor to engage in continuous improvements throughout the term of the Contract.

3.8 Other Contractors. State may undertake on its own or award other contracts to the same or other suppliers for additional or related work. In such cases, the Contractor shall cooperate fully with State employees and such other suppliers and carefully coordinate, fit, connect, accommodate, adjust, or sequence its work to the related work by others. Where the Contract requires handing-off Contractor’s work to others, Contractor shall cooperate as State instructs regarding the necessary transfer of its work product, Materials, Services, or records to State or the other suppliers. Contractor shall not commit or permit any act that interferes with the State’s or other suppliers’ performance of their work, provided that, State shall enforce the foregoing section equitably among all its suppliers so as not impose an unreasonable burden on any one of them.

3.9 Ownership of Intellectual Property

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

3.9.2 “Government Purpose Rights” are:

3.9.2.1 the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide right to use, modify, reproduce, release, perform, display, sublicense, disclose and create derivatives from that work product without restriction for any activity in which State is a party;

3.9.2.2 the right to release or disclose that work product to third parties for any State government purpose; and

3.9.2.3 the right to authorize those to whom it rightfully releases or discloses that work product to use, modify, release, create derivative works from the work product for any State government purpose; such recipients being understood to include the federal government, the governments of other states, and various local government.

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

3.9.4 Joint Developments. The Contractor and State may each use equally any ideas, concepts, know-how, or techniques developed jointly during the course of the Contract, and may do so at their respective discretion, without obligation of notice or accounting to the other party.

3.9.5 Pre-existing Material. All pre-existing software and other Materials developed or otherwise obtained by or for Contractor or its affiliates independently of the Contract or applicable Purchase Orders are not part of the work product to which rights are granted State under subparagraph 3.9.1 above, and will remain the exclusive property of Contractor, provided that:

3.9.5.1 any derivative works of such pre-existing Materials or elements thereof that are created pursuant to the Contract are part of that work product;

3.9.5.2 any elements of derivative work of such pre-existing Materials that was not created pursuant to the Contract are not part of that work product; and

3.9.5.3 except as expressly stated otherwise, nothing in the Contract is to be construed to interfere or diminish Contractor’s or its affiliates’ ownership of such pre-existing Materials.

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

3.10 Property of the State. If there are any materials that are not covered by Section 3.9 above created under this Contract, including but not limited to, reports and other deliverables, these materials are the sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State.

3.11 Federal Immigration and Nationality Act. Contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract. Further, Contractor shall flow down this requirement to all Subcontractors utilized during the term of the contract. The State shall retain the right to perform random audits of Contractor and Subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that the Contractor or any Subcontractors be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to: suspension of work, termination of the contract for default and suspension or debarment of the contractor.

3.12 E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23- 214, Subsection A.

3.13 Offshore Performance of Work Involving Data is Prohibited. Any Services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and involve access to Data shall be performed within the defined territories of the United States.

3.14 Protection of State Cybersecurity Interests. The Contractor shall comply with State Executive Order No. 2023-10, which includes, but is not limited to, a prohibition against (a) downloading and installing of TikTok on all State-owned and State-leased information technology; and (b) accessing TikTok through State information technology.

3.15 Artificial Intelligence (AI) Prohibitions. Consistent with State policy, if Contractor supplies AI Services or Materials (either directly or through Subcontractors or the sale of licenses), such as research, development, training, implementation, deployment, maintenance, provision, or sale of AI systems, then Contractor is prohibited from using State of Arizona Materials or Data in generative AI queries or for building or training proprietary generative AI programs unless explicitly approved in advance by the State in writing.

3.15.1 Contractor shall also disclose the utilization of generative AI before producing…