BPM007009 Requirements Document v2.pdf

REQUEST FOR PROPOSAL

Solicitation Number: BPM007009

Solicitation Due Date / Time: July 11, 2025 Time (Local Time): 1:00 p.m. Arizona time

Submittal Location: https://appstate.az.gov

Description of Procurement: Off-Duty School Resource and School Safety Officers

Pre-Offer Conference Date, None

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.

Procurement Officer Date

Braulio Garcia 6/13/2025

Chief Procurement Officer Date https://procure.az.gov/ https://procure.az.gov/

Table of Contents

Solicitation No. BPM007009 Off-Duty School Resource and School Safety

Officers

Arizona Department of Education 1535 W. Jefferson Street

Phoenix, AZ 85007

TABLE OF CONTENTS

SCOPE OF WORK

SPECIAL TERMS AND CONDITIONS

UNIFORM TERMS AND CONDITIONS

Scope of Work

Officers

Arizona Department of Education

1. MISSION STATEMENT

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

2. BACKGROUND

The Arizona Department of Education (ADE) administers the School Safety Program (SSP) and Stronger Connections Grant (SCG), both of which allow for the placement of sworn police officers in Arizona schools.

While these grants for School Resource Officers (SROs), who are police officers serving full time within schools, and School Safety Officers (SSOs), who have been awarded to Local Education Agencies (LEA) throughout the state, police and sheriff departments have been unable to meet the demand for these sworn positions.

3. PURPOSE

The ADE is seeking to enter into contracts with off-duty law enforcement companies to provide SRO and SSO services to LEAs within the State of Arizona who have been awarded SSP grants for an SRO (eligible

LEA).

4. CONTRACTOR RESPONSIBILITIES

Contractor shall:

4.1 Provide a user-friendly, cloud-based software platform with a mobile application to search and find available jobs, schedule jobs, and share pertinent information with assigned officers that is specific to the program and individual sites.

4.1.1 The mobile application must allow the officer to clock in and out of jobs with vendor provided geo-fencing of all sites.

4.1.2 Provide ADE access to the software to view assignments requested by School.

4.1.3 Provide ADE access to the software to create and manage internal assignments.

4.1.4 Law enforcement entities shall have access to the software to view ADE funded and requested assignments.

4.1.5 Have other publishing options available to accommodate school-specific agency guidelines

4.1.6 Assigned SROs and SSOs shall not be considered employees of ADE

4.2 Accept assignment requests from eligible LEAs

4.2.1 Assign appropriate SROs or SSOs to Eligible LEAs with a preference being given to SROs from law enforcement agencies included with in the Eligible LEAs area.

4.2.2 ADE and law enforcement agencies will determine officer eligibility

4.2.3 Honor any Eligible LEA request to reassign a SRO or SSO or assign a different SRO or SSO.

4.2.4 Assign only officers that are SRO/SSO certified under the ADE’s certification guidelines in accordance with ADE certification timeline.

4.3 Have the capacity to provide quality off-duty management services to approximately 250 schools, which equates to 1,250 weekly shifts, in all 15 counties and for all School Safety Program schools in Arizona.

4.4 Have a robust end user database platform to provide detailed reports based upon the county, specific site location, and based upon individual officers.

Officers

Arizona Department of Education

4.4.1 Unlimited access to the database platform must be provided to ADE at no cost.

4.5 Manage and administer all ADE requests for AZPOST-certified law enforcement officers performing secondary employment services as an SRO or SSO for ADE designated schools. Contractor shall manage:

4.5.1 Law enforcement officer payroll

4.5.2 Scheduling

4.5.3 Invoicing and collections

4.5.4 Relations with the county, local, and state agencies supporting the ADE SRO and SSO program

4.6 Comply with all applicable Arizona Department of Education (ADE) SRO and SSO agency orders, rules, and policies.

4.7 Comply with all applicable law enforcement agencies (county, local, and/or state) orders, rules, and policies governing their secondary employment program and officer eligibility to participate in off-duty assignments, including performing the duties of an SRO or SSO.

4.8 Coordinate with the county, local, and state law enforcement agencies and client should there be any questions about any school’s off-duty assignments.

4.9 Assist eligible LEAs in modifying existing rules or policies to incorporate the Contractors management and administration of ADE’s SRO and SSO programs in conjunction with authorized AZPOST-certified law enforcement officers and their respective agencies. Officers will need to be registered on software platform with their agency approval.

4.10 Provide either of the following training for all SROs and SSOs:

4.10.1 Onsite

• Administrators – training guides and onsite training

• Officers/Deputies – training guides, practice jobs and onsite training

4.10.2 Online

• Administrators – training guides and virtual training

• Officers/Deputies – training guides and practice jobs

4.11 Assign SROs and SSOs on the following basis:

4.11.1 Assignments shall be pushed out to any AZPOST-certified law enforcement officer through the software platform and onto the mobile devices once received and approved.

4.11.2 Law enforcement officers shall select, and work shifts first come, first served. Other publishing options may need to be utilized based on the school-specific agency guidelines and can be adjusted when agreed upon by local agencies and ADE. Agency and ADE must use one of the software’s active publishing options.

4.11.3 Groups will be established by County and Local agencies to build consistency of shifts within the schools.

4.11.4 Unfilled jobs will go out immediately to any local or county officers registered on the software platform.

4.11.5 AZPOST-certified law enforcement officers interested in working under this agreement shall be required to sign up as 1099 contractors for the Contractor.

Officers

Arizona Department of Education

4.12 Assign SRO and SSO work shifts

4.12.1 Shifts shall be for a minimum of four (4) hours per request. One eight (8) hour shift may be split into two four (4) hour shifts when operationally necessary.

4.12.2 SRO and SSO shall be subject to the officer’s police agency’s maximum combined on and off-duty guidelines.

4.12.3 Eligible LEA requests for SSO or SRO assignments must be posted at least two hours before the start of the shift.

4.12.4 Requests for each school assignment will be submitted and published through the county or local agency where the school or educational institution is located jurisdictionally.

4.12.5 If the assignment cannot be filled through the county or local agency, Contractor shall assign any AZPOST-Certified Officer deemed eligible by their agency and ADE, regardless of their agency’s jurisdiction. Law enforcement officer must be registered and utilizing the software platform to accept jobs, clock in and clock out, communicate and be paid for SRO and SSO assignments.

4.12.6 If requested by the eligible LEA or required by the law enforcement agency, coordinate the use of a vehicle provided by the law enforcement agency.

4.12.6.1 Contractor shall bill for all reasonable costs incurred for the vehicle

4.12.6.2 Contractor shall ensure that the vehicle has appropriate insurance coverage commensurate with tis use.

4.13 The Contractor shall provide liability and workers’ compensation insurance at no cost to the officers or ADE.

4.14 The Contractor shall have the capacity to provide great service to the end user.

4.14.1 The Contractor must have formal relationships with each law enforcement agency participating in the SSO program to ensure that local agency officers are given priority assignments.

4.15 The Contractor shall provide a toll-free, 24/7 technical support and service help desk via telephone, email, and chat function for end users, officers, and ADE personnel.

4.16 Off-duty officers performing jobs as SROs and SSOs under this contract shall be paid weekly for any work completed through Contractor for the prior week.

5. REPORTING REQUIREMENTS

Contractor shall:

5.1 Provide complete and accurate invoices for all services rendered by the first day of each month.

5.2 File quarterly reports by December 31, March 31, June 30, and September 30 of each contract year, detailing the following for each quarter:

5.2.1 The identity of each eligible LEA receiving an SRO or SSO with the total number of shifts requested and filled for each.

5.2.2 The identity of each law enforcement agency participating in the program, with the total number of shifts filled by each agency.

Officers

Arizona Department of Education

5.2.3 The total number of shifts requested and filled through this program.

5.2.4 The total number of requested shifts left unfilled and the reason each shift was not filled along with a narrative that discusses the successes, challenges, and opportunities for improvement for the program.

5.3 File an Annual Report by June 30 of each contract year, detailing for that year:

5.3.1 The identity of each eligible LEA receiving an SRO or SSO with the total number of shifts requested and filled for each.

5.3.2 The identity of each law enforcement agency participating in the program, with the total number of shifts filled by each agency.

5.3.3 The total number of shifts requested and filled through this program.

5.3.4 The total number of requested shifts left unfilled and the reason each shift was not filled along with a narrative that discusses the successes, challenges, and opportunities for improvement for the program.

6. DELIVERABLES

Contractor shall:

6.1 Fill a minimum of 90% or all properly requested available assignments.

6.2 Submit quarterly and annual reports in a timely manner for review and approval. All reports must be provided in accordance with the specified deadlines outline in the scope of work.

7. Pay Rates

SRO and SSO officer pay rates are determined by county jurisdictional lines and the schools being supported within those jurisdictional boundaries.

County Hourly Rate

Maricopa County

$100.00

Pinal, Pima and Yavapai Counties

$80.00

All other state counties

$70.00

Vehicles Fees

• Vehicle fee will be set by the law enforcement agency.

• Vehicle fees will be sent to the appropriate County, Local or State law enforcement agency.

• Vehicle fees will be included if the LEA requests or law enforcement agency requires vehicles according to their agency policies and general orders.

Customer Fees

• Contractor will receive Officer/Deputy hourly pay rate plus % administration fee per hour in addition to the hourly rate set forth above.

• Vehicle fee plus % administration fee per hour.

Special Terms and Conditions

Solicitation No. BPM00 BPM007009

Officers

Arizona Department of Education

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

7.1 During commencement, Contractor shall attend transition meetings with any outgoing suppliers to coordinate and ease the transition so that the impact on State’s operations is kept to a minimum. State

Officers

Arizona Department of Education may elect to have outgoing suppliers complete some or all of their Work or Orders in progress, even if that Work could be covered under the incoming supplier’s Contract. Conversely, the State may have a continued need for the same Materials and Services upon expiration or earlier termination of the Contract. Accordingly, the Contractor shall work closely with any incoming supplier and State to ensure as smooth and complete a transition transfer as is practicable.

7.2 Eligible Agency or State’s representative will coordinate all transition activities and facilitate joint development of a comprehensive transition plan by both Contractor and the incoming supplier. As with the incoming transition, State may permit Contractor, when Contractor is outgoing, to complete work or orders in progress to ease the transition as is safest and most efficient in each instance.

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

Officers

Arizona Department of Education 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 the Scope of Work Pay Rates and Attachment III, 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. 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.

20. 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.

mailto:accountspay@azed.gov

Officers

Arizona Department of Education

21. 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. 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.

Officers

Arizona Department of Education

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.

28. 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.

29. 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.

30. Participation in Forced Labor of Ethnic Uyghurs Ban

Contractor warrants that it is in compliance with the A.R.S. § 35-394.

31. 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.

32. Insurance Requirements

32.1 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.

32.2 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

Officers

Arizona Department of Education 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.

32.3 Minimum Scope of Limits of Insurance

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

32.3.1 Commercial General Liability (CGL) – Occurrence Form

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

• General Aggregate $2,000,000

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

• Personal and Advertising Injury $1,000,000

• Damage to Rented Premises $ 50,000

• Each Occurrence $1,000,000

a. The policy shall include coverage for Sexual Abuse and Molestation (SAM). This coverage may be sub-limited to no less than $500,000. The limits may be included within the General Liability limit or provided by separate endorsement with its own limits.

If you are unable to obtain SAM coverage under your General Liability because the insurance market will not support it, it should it be included with the Professional Liability.

b. Contractor must provide the following statement on their Certificate(s) of Insurance:

“Sexual Abuse and Molestation coverage is included” or “Sexual Abuse and Molestation coverage is not excluded.”

c. 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.

d. 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.

32.3.2 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.

Officers

Arizona Department of Education

b. Polic 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.

32.3.3 Workers’ Compensation and Employer’s Liability

• Workers' compensation Statutory

• Employers’ Liability o Each Accident $1,000,000 o Disease – Each Employee $1,000,000 o Disease – Policy Limit $1,000,000

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).

32.3.4 Professional Liability (Errors and Omissions Liability)

• Each Claim $2,000,000

• Annual Aggregate $2,000,000

a. If SAM coverage is being provided under this policy then Contractor must provide the following statement on their Certificate(s) of Insurance: “Sexual Abuse and Molestation coverage is included” or “Sexual Abuse and Molestation coverage is not excluded.”

This coverage may be sub-limited to no less than $500,000.

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

c. Policy shall cover professional misconduct or wrongful acts for those positions defined in the Scope of Work of this contract.

32.4 Additional Insurance Requirements

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

32.4.1 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).

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

Officers

Arizona Department of Education

32.5 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).

32.6 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.

32.7 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.

32.7.1 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.

32.7.2 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.

32.7.3 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.

32.8 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.

32.9 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

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Arizona Department of Education this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action.

32.10 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.

Uniform Terms and Conditions

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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.

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Arizona Department of Education

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:

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits; then

2.3.7. 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 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.

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Arizona Department of Education

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, Officers

Arizona Department of Education

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

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Arizona Department of Education

3.9.5.3 except as expressly stated otherwise, nothing in the Contract is…