BPM006883_RFQual_LTWAF_Solicitation_Water_Project_Financial_Strategy_Adv.pdf

REQUEST FOR QUALIFICATION

BPM006883

LTWAF Solicitation Water Project Financial

Strategy Advisor

Water Infrastructure Finance

Authority 3300 North Central Ave. Suite 1050

Phoenix, AZ 85012 Procurement Officer

Brenda Prevost

DUE DATE: 3:00 P.M. (AZ TIME), April 16, 2025 (Bid Opening Date)

Final Date for Inquiries (3:00 p.m.), April 9, 2025

Part 1 Solicitation Summary

1.0. Overview

The Water Infrastructure Finance Authority of Arizona (“Authority”) invites qualified offerors (“Offerors”) to submit a written response, or Statement of Qualifications (“Statement of Qualifications” or “SOQ”), to the Request for Qualifications (“RFQ”) for the purpose of providing consulting services for financial planning, rate structures alternatives and assessing financial risk associated with public private partnerships as part of the Long Term Water Augmentation program.

2.0. Solicitation Contents

Part 1 Solicitation Summary Part 2 2-A: Scope of Work

2-B: Pricing and Invoicing Part 3 3-A: Instructions to Offerors

3-B: Uniform Terms and Conditions 3-C: Offer Forms Attachment A: Certificate of Corporate Authority Attachment B-1: Participation in Boycott of Israel Attachment B-2: Participation in Boycott of Israel – Signature page Attachment C: Forced Labor of Ethnic Uyghurs Ban Attachment E-1-3 Key Personnel Attachment F: Method of Approach

3.0. How and When Responses are Due

Responses will only be accepted online in “The State’s e-Procurement System” Arizona Procurement Portal (APP) at https://app.az.gov until the “Bid Opening Date” indicated in The State’s e- Procurement System for the Solicitation No. shown at the top of this page. Proposals must be in the Authority’s possession online no later than that deadline. Offerors MUST be registered vendors in the State of Arizona. To do so, contact the APP helpdesk at 602-542-7600.

4.0. Pre-Offer Conference

The Authority will NOT conduct a Pre-Offer Conference for this Solicitation.

5.0. Inquiries

Submit questions in writing via the “Discussion Forum” tab in APP ONLY. Questions and inquiries emailed directly to the Procurement Officer will not receive a response. Contractors may not submit inquiries to the project manager. No calls allowed.

https://app.az.gov/

3300 North Central Ave. Suite 1050

Phoenix, AZ 85012

OFFERORS ARE STRONGLY ENCOURAGED TO READ CAREFULLY THE ENTIRE

SOLICITATION.

SENIOR PROCUREMENT OFFICER: Brenda Prevost Email: Procurememt@azwifa.gov

Senior Procurement Officer

End of Part 1 mailto:Procurememt@azwifa.gov

3300 North Central Ave. Suite 1050

Phoenix, AZ 85012

Part 2 A Scope, Pricing, and Terms of Conditions

Scope of Work

1.0. Purpose and Background

1.1. In accordance with the information and expectations set forth below, the Authority intends to use any QVL resulting from this RFQ through June 30, 2028, to select financial consultants for future development of financial plans, water rates, risk analysis and long term financial strategy for the long term water augmentation project(s). The Authority may select a consulting firm from the QVL or may request specific proposals from a consultant on the QVL and may interview some or all of those firms in order to select a consultant that will best fulfill the needs of the Authority.

1.2. The consultant shall have the resources and expertise to begin the work on the scheduled date whether or not it actually enters into any contracts, and regardless of how many contracts it enters into. When and how work is awarded under those contracts is at the Authority’s discretion. Further, the Authority may use multiple task orders for any Qualified Vendor on an as-needed basis; the Authority makes no guarantee as to its actual spending under them.

1.3. Any QVL resulting from this solicitation shall be for the exclusive use of the Authority.

1.4. Any contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of the Authority.

1.5. The Authority reserves the right to obtain services from another source when necessary.

1.6. The Authority reserves the right to revise the delivery and schedule and make other changes within the general Scope of Work as may be deemed necessary to best serve the interest of the Authority. All changes shall be documented by formal amendments to the contract.

1.7. The Authority maintains a policy of encouraging firms to present innovative ideas and rewarding those firms that present ideas that result in a tangible benefit. Firms that present innovative ideas may receive special consideration in terms of role or participation in Authority projects.

1.8. There is no guarantee that any firm listed on the QVL will be awarded an engagement during the term of the QVL.

2.0. Responsibilities - Method of Approach

2.1. The scope of services to be rendered to the Authority by the consultants shall include, but not be limited to, the following:

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Phoenix, AZ 85012

2.1.1. Provide technical expertise in the development of the most effective structuring, pricing, and financing in obtaining an augmented water supply resulting in affordable water throughout the state of Arizona.

2.1.2. Participate in the development of the financing of proposed project(s) including pros and cons and costs of alternative financing sources including but not limited to borrowing from Water Infrastructure Finance Innovation Act (WIFIA), private finance and tax-exempt financing sources. This includes working closely with the Authority’s financial advisor and other key finance stakeholders and other technical consultants working on the project(s).

2.1.3. Review and provide expertise in evaluating financial strategies and associated risk for possible long term water augmentation projects and develop alternatives where necessary to reduce the financial risk of the project.

2.1.4. Develop necessary analytical models to evaluate financing alternatives by working with the Authority’s staff, engineering and legal consultants.

2.1.5. Assist in defining the Authority’s financial role supporting the long-term water augmentation project(s).

2.1.6. Develop a financial strategy for potential water offtaker arrangements that could include:

2.1.6.1. Rate structure/cost sharing strategies

2.1.6.2. Developing an allocation of potential capital, operation and maintenance, and replacement costs into categories that support any contractual arrangements and rate structures.

2.1.6.3. Risks associated with the various financial arrangements to be considered in water off-taker agreements

2.1.6.4. Options on financial strategy that includes the offtaker arrangements to support financing the project. This may include a Net Present Value life cycle cost of various scenarios.

2.1.6.5. Analyzing economic impacts of the augmentation project to the state over the near and long term.

2.1.6.6. Rate structure options that are fair, equitable and can financially support the long-term augmentation project(s).

2.1.6.7. Financial alternatives in working with potential offtakers.

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2.1.6.8. Benchmark comparisons of water affordability with other states along with affordability impacts at the customer base.

2.1.6.9. Debt structuring options with Authority’s financial advisor

2.1.7. Prepare presentations and coordinate and participate in informational meetings with boards, committees, investors, credit analysts, water offtakers and others as requested by the Authority.

2.1.8. Ensure compliance as applicable with applicable federal, state, industry and other laws, regulations, and requirements; and

2.1.9. Provide other related financial consulting services from time to time as may be needed, necessary, or deemed desirable by the Authority.

2.2. Regardless of position, role, or duties, qualified consultants shall only assign personnel who are appropriately alert, fit, qualified, trained, and equipped for their assignments. Unless an agreement with the Authority specifies certain numbers of personnel, Qualified Vendors shall:

2.2.1. Provide adequate numbers of appropriately qualified and authorized personnel as necessary to carry out the Services successfully,

2.2.2. Assign, at minimum, the key personnel identified in the Accepted Offer to the positions, roles, and/or duties indicated therein, and

2.2.3. Not removing or reassign any of those key personnel without the Authority’s consent, which Authority may withhold at its discretion.

2.3. Work performed by the qualified consultant shall be subject to periodic review and partial acceptance at various stages. The Authority may make such reviews and pass upon the acceptability of consultant’s work.

3300 North Central Ave. Suite 1050

Phoenix, AZ 85012

Part 2-B:

Pricing and Invoicing

1.0. Cost and Pricing

1.1. Reserved

2.0. Invoicing

2.1 Invoicing 4.8.1. Contractor shall submit all billing notices or invoices to invoice@azwifa.gov

2.1.1 Invoices shall be submitted on a timely basis, at the end of the month of service.

2.1.2 Minimum Invoice Requirements. Every invoice shall include the following information:

2.1.2.1 Bill-to name and address;

2.1.2.2 Contractor name and contact information;

2.1.2.3 Remit-to address;

2.1.2.4 Invoice number and date;

2.1.2.5 State contract number;

2.1.2.6 Order number (APP PO number);

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

2.1.3.1 Materials or Services that have not been authorized on an acknowledged

Order;

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

2.1.3.3 Materials or Services that are the subject of a Contract Amendment that has not been fully signed by the Procurement Officer.

2.1.4 Submitting Invoices. The Contractor shall submit an invoice to WIFA using the form and/or process required by WIFA. Every signed invoice must be signed by Contractor’s authorized representative and accompanied by all supporting information and documentation required by the Contract and applicable laws.

mailto:invoice@azwifa.gov

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Phoenix, AZ 85012

2.1.5 Defective Invoices. Without prejudice to its other rights under the Contract or further obligation to Contractor, WIFA may, at its discretion, reject any materially defective invoice. 4.8.6.1. WIFA will notify the ADEQ who will then notify the Contractor within five (5) business days after receipt if it determines an invoice to be materially defective.

2.1.5.1 Invoices will be deemed automatically rejected upon delivery if they: are sent to an incorrect address, do not reference the correct State contract and Purchase Order number, or are payable to any Person other than the Contractor.

2.1.5.2 WIFA shall have no obligation to pay against a defective invoice unless and until Contractor has re-submitted it free of defects.

3.0. Payments

3.1.1. Payment Deadline. The Authority shall make payments in compliance with Arizona

Revised Statutes Title 35. The Authority shall make payment in full for Materials that have been delivered and accepted and Services that have been performed and accepted within the time specified in A.R.S. § 35-342, after both of the following occur: (a) all of the Materials being invoiced have been delivered or installed (as applicable) and accepted and all of the Services being invoiced have been performed and accepted;

and (b) Contractor has provided a complete and accurate invoice in the form and manner called for in the Contract, provided that, the Authority will not make or be liable for any payments to Contractor until Contractor has registered properly in the State’s eProcurement System and provided a current I.R.S. Form W-9 to the Authority, unless excused by law from providing one.

3.1.2. Payments Only To Contractor. Unless an assignment and assumption agreement has been reached between the Contractor and the Authority or the Authority has been otherwise compelled by operation of law or order of a court of competent jurisdiction, the Authority will only make payment to Contractor under the federal tax identifier the Contract was awarded to within the eProcurement System.

3.1.3. Payment. The Authority Buyer shall pay undisputed amounts due to Contractor within the time period specified in Section 4 Costs and Payments of the Uniform Terms and Conditions.

3.1.4. Joint Checks or Direct Pay. The Authority may, but is under no obligation to, pay by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s requested payment is owed.

3.1.5. Recovery of Overpayment. If applicable, The Authority determines that an overpayment has been made to Contractor on any prior invoice, it shall inform Contractor of the amount and date of the overpayment and may deduct the overpaid amount from amounts then or thereafter due to Contractor.

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Phoenix, AZ 85012

3.1.6. Purchasing Card. The Authority may pay invoices for some or all Orders using a purchasing card. Any and all fees related to payment using a purchasing card (also called a p-card) are the responsibility of the Contractor. Unless otherwise stated in the Contract, there will be no additional fees or increase in prices associated with this method of payment.

3.1.7. Automated clearing house. The Authority may pay invoices for all Orders through an

Automated Clearing House (ACH). In order to receive payments in this manner from Eligible Agencies, the Contractor must complete an ACH Vendor Authorization Form (form GAO- 618) within 30 (thirty) days after the effective date of the Contract. The form is available online at: https://gao.az.gov/publications/forms.

3.1.7.1. Material or Service description (itemized);

3.1.7.2. Date(s) Services were performed or Materials were delivered;

3.1.7.3. Applicable payment terms;

3.1.7.4. Quantity delivered or performed;

3.1.7.5. Line item unit of measure;

3.1.7.6. Item price;

3.1.7.7. Extended pricing;

3.1.7.8. Receipt for pass-through expenses (if applicable);

3.1.7.9. Taxes (as a separate invoice line item), including the percentage used to calculate taxes;

3.1.7.10. Mailing fees (if applicable); and

3.1.7.11. Total invoice amount due.

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

3.1.8.1. Materials or Services that have not been authorized on an acknowledged

Order;

3.1.8.2. Expediting, overtime, premiums, or upcharges absent the Authority’s express prior approval; or

3.1.8.3. Materials or Services that are the subject of a Contract Amendment that has not been fully signed by the Procurement Officer.

3300 North Central Ave. Suite 1050

Phoenix, AZ 85012

End of Part 2

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Phoenix, AZ 85012

Part 3-A

Instructions to Offerors

Instructions to Offerors

1.0. In responding to this solicitation, Offerors are instructed to provide the following information including, but not limited to, the following:

1.1. Relevant experience of the consulting firm and the individuals with regards to relevant financial planning of significant water projects, water rate designs and structures, cost of service studies and economic impact analysis.

1.2. Demonstration of the consultant’s understanding of the Authority’s long term water augmentation project(s), including ideas on how the Authority could approach contract development for the cost of water and water affordability with potential water offtakers. This would include prior experience in providing technical expertise for multi-agency/wholesale arrangements for water or wastewater services.

1.3. Documentation of the consultant’s participation in developing financial plans/strategies for public private partnerships preferable in the water, wastewater or utility industry. Please include major tasks, amount of project, timing and project location.

1.4. Demonstration of the consultant’s knowledge of local political, economic, legal or other issues that may affect the financial strategy and possible rate structures associated with long term augmentation project (s).

1.5. Proposed hourly fees for individuals included in the proposal and any other costs including travel, overhead cost and other costs applicable to the request for qualifications;

1.6. Disclosure of pending investigations of the consultant or enforcement or disciplinary actions imposed on the firm within the past three years by any regulatory bodies.

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Phoenix, AZ 85012

Part 3-B

Uniform Terms and Conditions

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

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

1.2. “Authority” or “WIFA” means the Water Infrastructure Finance Authority of Arizona.

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 purpose of making changes in the Contract.

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

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, 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

Authority to enter into and administer contracts and make written determinations with respect to the Contract.

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Phoenix, AZ 85012

1.12. “Purchase Order” means a document, including task assignments, sent from the Authority to the Contractor with a request to purchase Materials or Services.

1.13. “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.

1.14. “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.

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

1.16. “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.

1.17. “Subcontractor” means a person who contracts to perform work or render Services to a

Contractor or to another Subcontractor as part of a Contract with the Authority.

2. Contract Interpretation

2.1. Arizona Law. This Contract shall be deemed to be made under, shall be construed in accordance with, and shall be governed by the internal, substantive laws of the State of Arizona (without reference to conflict of law principles). (Please note: The Authority is exempt from Title 41, Chapter 23 of the Arizona Revised Statutes (the Procurement Code)).

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 Authority and as they may be amended, the following shall prevail in the order set forth below:

2.3.1. Contract Amendments;

2.3.2. Contract;

2.3.3. Special Terms and Conditions;

2.3.4. Uniform Terms and Conditions;

2.3.5. Statement or Scope of Work;

2.3.6. Specifications;

2.3.7. Attachments;

2.3.8. Exhibits; then

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Phoenix, AZ 85012

2.3.9. Any other documents referenced or included in the Solicitation, including but not limited to, any Bid or Offer documents provided by the Contractor that do not fall into one of the above categories.

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 part 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 Authority 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 Executive Order Nos. 2023-09, 2023-01, 2009-09, and any and all other applicable federal and state laws, including rules and regulations, including the Americans with Disabilities Act. The 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 Authority and, where applicable, the federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract.

3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection of the facilities or Materials covered under this Contract.

The Authority 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, no Materials testing

3300 North Central Ave. Suite 1050

Phoenix, AZ 85012 shall constitute final acceptance of the Materials or Services. If the Authority determines non-compliance of the Materials, the Contractor shall be responsible for the payment of all costs incurred by the Authority for testing and inspection.

3.5. Notices. Notices to the Contractor required by this Contract shall be made by the Authority to the person designated in the Contract to receive notices or, if no one is designated to receive notices, the person named as the primary contact. Notices to the Authority required by the Contract shall be made by the Contractor to the Authority’s authorized Procurement Officer. 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, a view to reducing the Authority’s costs and improving the quality and efficiency of the provision of Materials or Services. The Authority may require Contractor to engage in continuous improvements throughout the term of the Contract.

3.8. Other Contractors. The Authority may undertake on its own or award other contracts to the same or other supplies 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 the Authority instructs regarding the necessary transfer of its work product, Materials, Services, or records to the Authority or other suppliers’ performance of their work, provided that the Authority shall enforce the foregoing section equitably among all its suppliers so as not to impose an unreasonable burden on any one of them.

3.9. Ownership of Intellectual Property.

3.9.1. Rights in Work Product. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets, technical communications, records, reports, computer programs, and other documentation or improvements thereto, created or conceived pursuant to or as a result of this Contract and any related subcontract (“Intellectual Property”), shall be work made for hire and the Authority shall be considered the creator of such Intellectual Property. The Authority shall own the entire right, title, and interest to the Intellectual Property throughout the world.

Contractor shall notify the Authority within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s)

3300 North Central Ave. Suite 1050

Phoenix, AZ 85012 necessary to assure ownership of the Intellectual Property vests in the Authority and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the Authority. The Intellectual Property shall not be disclosed by Contractor or its subcontractor(s) to any entity other than the Authority without the express written authorization of the Authority.

3.9.2. Pre-existing Material. All pre-existing software and other Materials developed or otherwise obtained by or for the Contractor or its affiliates independently of the Contract or applicable purchase orders are not part of the work product to which rights are granted to the Authority under Section 3.9 [Ownership of Intellectual Property], and will remain the exclusive property of the Contractor, provided that:

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

3.9.2.2. 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

3.9.2.3. 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.

3.9.3. Developments Outside of Contract. Unless expressly stated otherwise in the

Contract, this Section 3.9 [Ownership of Intellectual Property] does not preclude the Contractor from developing competing Materials outside the Contract, irrespective of any similarity to Materials delivered or to be delivered to the Authority hereunder.

3.10. Property of the Authority. If there are any materials that are not covered by Section 3.9 [Ownership of Intellectual Property] and created under this Contract, including but not limited to, reports and other deliverables, these materials are the sole property of the Authority. 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 Authority.

3.11. Federal Immigration and Nationality Act. The Contractor shall comply with all federal, state, and local immigration laws and regulations relating to the immigration status of their employees during the term of the Contract. Further, the Contractor shall contractually require each Subcontractor utilized during the term of the Contract to 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. Should the Authority determine that the Contractor or any Subcontractors be found noncompliant with this Section 3.11 [Federal Immigration and Nationality Act], the Authority may

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Phoenix, AZ 85012 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, the Contractor warrants compliance with all federal immigration laws and regulations relating to employees and warrants its compliance with A.R.S. § 23-214, Subsection A. A breach of warranty under this Section 3.12 [E-Verify Requirements] shall be deemed a material breach of the Contract that is subject to penalties up to and including termination. The Authority retains the legal right to inspect the papers of the Contractor or any subcontractor employee who works on the contract to ensure compliance with the warranty under this Section 3.12 [E- Verify Requirements].

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, the Authority, 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. Certifications Required by State Law.

3.15.1. If the Contractor is a Company as defined in A.R.S. § 35-393, the Contractor certifies that it is not currently engaged in a boycott of Israel as described in A.R.S. §§ 35-393 et seq. and will refrain from any such boycott for the duration of this Contract.

3.15.2. The Contractor further certifies that it shall comply with A.R.S. § 35-394, regarding use of the forced labor of ethnic Uyghurs, as applicable.

4. Costs and Payments

4.1. Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41. Upon receipt and acceptance of Materials or Services, the Contractor shall submit a complete and accurate invoice for payment from the Authority within thirty (30) days.

4.2. Delivery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319, all prices shall be F.O.B. (“free on board”) Destination and shall include all freight delivery and unloading at the destination.

4.3. Firm, Fixed Price. Unless stated otherwise in the Special Terms and Conditions of the Contract, all prices shall be firm-fixed-prices.

4.4. Applicable Taxes

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4.4.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.

4.4.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does not relieve the seller from its obligation to remit taxes.

4.4.3. Tax Indemnification. The Contractor and all Subcontractors shall pay all federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. The Contractor shall, and shall require all Subcontractors, to hold the State of Arizona and the Authority harmless from any responsibility for taxes, damages, and interest, if applicable, contributions required under federal and/or state and local laws and regulations, and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.

4.4.4. IRS W9 Form. In order to receive payment, the Contractor shall have a current Internal Revenue Service W9 Form on file with the State of Arizona, unless not required by law.

4.5. Availability of Funds for the Next State Fiscal Year. Funds may not presently be available for performance under this Contract beyond the current State Fiscal Year. No legal liability on the part of the State or the Authority for any payment may arise under this Contract beyond the current State Fiscal Year until funds are made available for performance of this Contract.

4.6. Availability of Funds for the Current State Fiscal Year. Should the Arizona State Legislature enter back into session and reduce the appropriations, or for any reason these Materials or Services are not funded, the Authority may take any of the following actions:

4.6.1. Accept a decrease in price offered by the Contractor;

4.6.2. Cancel the Contract; or

4.6.3. Cancel the Contract and re-solicit the requirements.

5. Contract Changes

5.1. Amendments. The Contract may be modified only through a Contract Amendment within the scope of the Contract. Changes to the Contract, including the addition of Services or Materials, the revision of payment terms, or the substitution of Services or Materials, directed by a person who is not specifically authorized by the Procurement Officer in writing or made unilaterally by the Contractor are violations of the Contract and of

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Phoenix, AZ 85012 applicable law. Such changes, including unauthorized written Contract Amendments shall be void and without effect, and the Contractor shall not be entitled to any claim under this Contract based on those changes.

5.2. Subcontracts. The Contractor may not enter into any Subcontract under this Contract for the performance of this Contract without the advance written approval of the Procurement Officer. The Contractor shall clearly list any proposed Subcontractors and the Subcontractor’s proposed responsibilities. The Subcontract shall incorporate by reference the terms and conditions of this Contract.

5.3. Assignment and Delegation.

5.3.1. In Whole. Contractor may not assign in whole its rights or delegate in whole its duties under the Contract without the Authority’s prior written consent, which consent the Authority may withhold at his or her discretion. If Contractor’s proposed assignment or delegation stems from a split, sale, acquisition, or other non-merger change in control, then no such consent will be given in any event without the assignee or delegate giving the Authority satisfactory and equivalent evidence or assurance of its financial soundness, competency, capacity, and qualification to perform as that which Contractor possessed when the Authority first awarded it the Contract.

5.3.2. In Part. Subject to Section 5.2 [Subcontracts] with respect to subcontracting.

Contractor may assign particular rights or delegate particular duties under the Contract, but shall obtain the Authority’s written consent before doing so. The Authority shall not unreasonably withhold consent so long as the proposed assignment or delegation does not attempt to modify the Contract in any way or to alter or impair the Authority’s rights or remedies under the Contract.

6. Risk and Liability

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

6.2. Indemnification

6.2.1. Contractor/Vendor Indemnification. To the fullest extent permitted by law, the

Contractor shall defend, indemnify, and hold harmless the Authority, and the State of Arizona, 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 to the extent caused, or alleged to be caused, by the

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Phoenix, AZ 85012 negligent or willful acts or omissions of the Contractor or any of its owners, officers, directors, agents, employees, or Subcontractors. This indemnity includes any claim or amount 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 the Contractor from and against any and all Claims. It is agreed that the 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 Authority and the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the Authority. This indemnity shall not apply if the Contractor or Subcontractor(s) is/are an agency, board, commission, or university of the State of Arizona.

6.2.2. Indemnification – Patent and Copyright. The Contractor shall indemnify and hold harmless the Authority against any liability, including costs and expenses, for infringement of any patent, trademark, or copyright arising out of Contract performance or use by the Authority of Materials furnished or work performed under this Contract. The Authority shall reasonably notify the Contractor of any claim for which it may be liable under this Section 6.2.2 [Indemnification – Patent and Copyright]. If the Contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this Section 6.2.2 [Indemnification – Patent and Copyright]. shall not apply.

6.3. Force Majeure.

6.3.1. Except for payment of sums due, neither the Contractor nor the Authority shall be liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes: acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood, lockouts, injunctions-intervention-acts, failures or refusals to act by government authority, and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence.

6.3.2. Force majeure shall not include the following occurrences:

6.3.2.1. Late delivery of equipment, Materials, or Services caused by congestion at a manufacturer’s plant or elsewhere, or an oversold condition of the market;

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

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

6.3.3. If either the Contractor or the Authority is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practicable and no later than the following working day, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be delivered or mailed certified-return receipt and shall make specific reference to this Section 6.3 [Force Majeure], thereby invoking its provisions. The delayed party shall cause such delay to ceases as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by Contract Amendment for a period of time equal to the time that the results or effects of such delay prevented the delayed party from performing in accordance with this Contract.

6.4. Third Party Antitrust Violations. The Contractor assigns to the Authority any claim for overcharges resulting from antitrust violations to the extent that those violations concern Materials or Services supplied by third parties to the Contractor, toward fulfillment of this Contract.

6.5. Conformity to Requirements.

6.5.1. Contractor warrants that any Material or Service supplied to the Authority shall, in each instance:

6.5.1.1. Fully conform to the requirements of the Contract, which by way of reminder include without limitation all descriptions, specifications, and drawings identified in the Scope of Work, and in any all Contractor affirmations included as part of the Contract;

6.5.1.2. Be free from defects of material and workmanship;

6.5.1.3. Conform to or perform in a manner consistent with current industry standards; and

6.5.1.4. Be fit for the intended purpose or use described in the Contract.

6.5.2. Mere delivery or performance does not substitute for express acceptance by the Authority. Where inspection, testing, or other acceptance assessment of Materials or Services cannot be done until after installation or invoicing, the forgoing warranty will not begin until the Authority’s explicit acceptance of the Materials or Services.

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

6.7. Compliance with Applicable Laws. The Materials and Services supplied under this Contract shall comply with all applicable federal, state, and local laws and policies (including, but not limited to, information technology policies, standards, and procedures available on the State’s website and/or the website of 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). Federal requirements may be incorporated into this Contract, if required.

Contractor shall maintain any and all applicable license and permit requirements. This requirement includes, but is not limited to, any applicable Arizona state statutes that impact state contracts, regardless of whether those statutory references have been removed during the course of contract negotiations; this is notice to Contractors that the Authority may not modify Arizona state law by contract.

6.8. Intellectual Property. The Contractor warrants that the Materials and Services do not and will not infringe or violate any patent, trademark, copyright, trade secret, or other intellectual property rights or laws, except only to the extent the specifications do not permit use of any other product and Contractor is not and cannot reasonably be expected to be aware of the infringement or violation.

6.9. Licenses and Permits. The Contractor warrants that it will maintain all licenses required to fully perform its duties under the Contract and all required permits will be maintained valid and in force.

6.10. Operational Continuity. The Contractor warrants that it will perform without relief notwithstanding being sold or acquired; no such event will operate to mitigate or alter any of Contractor’s duties hereunder absent a consented delegation under Section 5.3 [Assignment and Delegation] that expressly recognizes the event.

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

6.11.1. Have in effect, promptly after commencement, a plan for continuing performance in the event of a declared public health emergency that addresses, at a minimum:

6.11.1.1. Identification of response personnel by name;

6.11.1.2. Key succession and performance responses in the event of sudden and significant decrease in workforce; and

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Phoenix, AZ 85012

6.11.1.3. Alternative avenues to keep sufficient product on hand or in the supply chain.

6.11.2. Provide a copy of its current plan to the Authority within three (3) business days after the Authority’s written request. If the Contractor claims relief under Section 6.3 [Force Majeure] for an occurrence of force majeure that is a declared public health emergency, then that relief will be conditioned on the Contractor having first implemented its plan and exhausted all reasonable opportunity for that plan implementation to overcome the effects of that occurrence, or mitigate those effects to the extent that overcoming entirely is not practicable.

6.11.3. A request from the Authority related to this Section 7.10 [Performance in Public Health Emergency] does not necessarily indicate that there has been an occurrence of force majeure, and the Contractor will not be entitled to any additional compensation or extension of time by virtue of having to implement a plan.

6.11.4. Failure to have or implement an appropriate plan will be a material breach of this Contract.

6.12. Lobbying

6.12.1. Prohibition. The Contractor warrants that it will not engage in lobbying activities as defined in 40 Code of Federal Regulations (CFR) party 34 and A.R.S. § 41- 1231, et seq., using monies awarded under the Contract, provided that the forgoing does not intend to constrain Contractor’s use of its own monies or property, including without limitation any net proceeds duly realized under the Contract or any value thereafter derived from those proceeds; and upon award of the Contract, it will disclose all lobbying activities to the Authority to the extent they are an actual or potential conflict of interest or where such activities could create an appearance of impropriety. The Contractor shall implement and maintain adequate controls to assure compliance with this Section 7.11 [Lobbying]. The Contractor shall obtain an equivalent warranty from all Subcontractors and shall include an equivalent prohibition against lobbying in all Subcontracts.

6.12.2. Exception. This Section 7.11 [Lobbying] does not apply to the extent that the Services are defined in the Contract as being lobbying for the Authority’s benefit or on the Authority’s behalf.

6.13. Covered Telecommunications or Services. The Contractor warrants that the Materials and

Services rendered under this Contract will not require the Contractor to use for the Authority, or provide to the Authority to use, “covered telecommunications equipment or Services” as a substantial or essential component of any system, or as critical technology as part of any system, within the meaning of Federal Acquisition (“FAR”) Section

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52.204.-25.

6.14. Debarment, Suspension, U.S. Government Restricted Party Lists. The Contractor warrants that it is not, and its Subcontractors are not, on the U.S. government’s Denied Parties List, the Unverified List, the Entities List, the Specifically Designated Nationals and Blocked Parties List, and neither the Contractor nor any Subcontractors are presently debarred, suspended, proposed for debarment or otherwise declared ineligible for award of federal contracts or participation in federal assistance programs or activities.

6.15. False Statements. The Contractor represents and warrants that all statements and information the Contractor prepared and submitted in response to the Solicitation or as part of the Contract documents are current, complete, true, and accurate.