REQUEST FOR PROPOSAL (RFP)

SOLICITATION # BPM007137

AGO Project # AG26-0001

State of Arizona Office of the Attorney General

2005 N Central Avenue Phoenix, AZ 85004

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NOTICE

The Office of the Arizona Attorney General (hereinafter the “AGO”), in accordance with the Arizona Procurement Code, is issuing the attached Request for Proposal (hereinafter “RFP”) for Outside Counsel Services – General Services.

REQUIREMENTS

Any law firm is invited to respond to this RFP regardless of size. Your law firm must have one or more attorneys admitted to practice law in the State of Arizona. Sole practitioners are acceptable. In the event of the award of a contract, it is expected that a firm will advise the AGO of any perceived conflict. Counsel are reminded that the decision as to whether the conflict is remote or disqualifying will be the decision of the AGO and that counsel must receive a waiver of any conflict of interest. Further details are provided in Appendix B, Scope of Services, Paragraph 7.

OVERVIEW OF SERVICES

The purpose of this RFP is to establish contracts with legal counsel for the AGO, and other State Agencies with appropriate statutory authority to independently retain legal counsel, on an “as needed, if needed” basis. It is understood that this contract, due to the complexity of legal matters, is not intended to be a mandatory contract. Certain matters may be contracted outside this contract based upon the specific need.

INSTRUCTIONS FOR RESPONSE

The instructions to respond are included in the attached RFP. Responses are expected to comply with these instructions and contain sufficient information to justify an award.

QUESTIONS REGARDING RFP

Questions should be directed to Cindy Palmer at 602-542-7986 or emailed to Cindy.Palmer@azag.gov or Allyson Flanagan at 602-542-8017 or emailed to Allyson.Flanagan@azag.gov.

mailto:Cindy.Palmer@azag.gov mailto:Allyson.Flanagan@azag.gov

REQUEST FOR PROPOSAL (RFP)

SOLICITATION # BPM007137

AGO Project # AG26-0001

State of Arizona Office of the Attorney General

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SOLICITATION NUMBER: BPM007137

Project#: AG26-0001

DESCRIPTION: OUTSIDE COUNSEL SERVICES FOR CALENDAR YEAR 2026

SOLICITATION DUE DATE/TIME: PROPOSALS ARE DUE BY NOVEMBER 3, 2025, AT 3:00 PM Local AZ Time

ELECTRONIC DOCUMENTS: This Request for Proposal (RFP) is available through the State of Arizona Electronic Procurement System, Arizona Procurement Portal (APP). The site is found at https://app.az.gov; use the Solicitation number above to find the solicitation.

ARIZONA PROCUREMENT PORTAL OFFER, SUBMISSION, DUE DATE, AND TIME: Offers in response to this solicitation shall be submitted within the State's eProcurement system, Arizona Procurement Portal (APP) (https://app.az.gov).

Offers shall be received before the date and time listed in the solicitation's ‘End Date’ field. Offers submitted outside the Arizona Procurement Portal (APP), or those that are received on or after the date/time stated in the 'End Date' field, shall be rejected. Questions regarding submitting your proposal to the Arizona Procurement Portal (APP) should be directed to the Arizona Procurement Portal (APP) Help Desk at app@azdoa.gov or 602-542-7600. The offeror should avoid responding in the final minutes before closing.

GENERAL: In accordance with A.R.S. §41-2538, competitive sealed proposals for the services specified will be received by the Office of the Arizona Attorney General, Procurement Section, at the specified locations until the time and date cited above. Offers received by the correct time and date will be opened, and the name of each Offeror will be publicly read. Offers must be in the actual possession of the Office of the Arizona Attorney General, Procurement Section, on or prior to the Solicitation Due Date and Time and at the Offer Delivery locations indicated above. Late offers shall not be considered.

QUESTIONS REGARDING RFP:

Solicitation Contact Person:

Cindy Palmer, Procurement Manager Phone: (602) 542-7986

E-mail: Cindy.Palmer@azag.gov

Solicitation Contact Person:

Allyson Flanagan, Procurement Officer

Phone: (602) 542-8017 E-mail: Allyson.Flanagan@azag.gov

Offerors are Strongly Encouraged to Carefully Read the Entire Request for Proposal https://app.az.gov/ https://app.az.gov/ mailto:app@azdoa.gov mailto:Cindy.Palmer@azag.gov

AG26-0001

I. SPECIAL INSTRUCTIONS TO OFFERORS

State of Arizona Office of the Attorney General

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1. Purpose of the RFP

The purpose of this Request for Proposal is to establish contracts with legal counsel for the Office of the Attorney General (AGO), and other State Agencies with appropriate statutory authority to independently retain legal counsel, on an “as needed, if needed” basis. It is understood that this contract, due to the complexity of legal matters, is not intended to be a mandatory contract. Certain matters may be contracted outside this contract based upon the specific need.

2. Authority

This Request for Proposal is issued in accordance with A.R.S. § 41-2538. This contract may be used to represent the State of Arizona and its departments, agencies, boards, commissions, officers, agents, and employees. This includes State Agencies with statutory authority to independently retain legal counsel.

2.1. Authorization of Assignments

The primary user of any awarded contract is the Office of the Attorney General. Except for limited statutory exceptions, all appointments of counsel are made by the Office of the Arizona Attorney General. Counsel is responsible to ensure that it either receives an appointment to perform legal work through the AGO or from an agency that has statutory authority to independently retain outside counsel for the purpose described in the appointment. Failure to secure a valid appointment may result in a breach of the contract and may impact payment of fees.

3. Description of Work

Counsel performing work under this Agreement may represent the State of Arizona and the departments, agencies, boards, commissions, officers, agents and employees of the State of Arizona in litigation and non-litigation matters.

Work under this Agreement may include all aspects of litigation, including all discovery, motions, settlement and trial practice deemed to be in the best interest of the State as well as reporting to, consulting with, and advising the Office of the Arizona Attorney General and the departments of the State concerning the various functions. Further details of the work to be performed will be detailed as work assignments.

4. Documents Incorporated by Reference

The State of Arizona’s Uniform Instructions to Offerors and Uniform Terms and Conditions are incorporated into this Contract. Offerors are encouraged to obtain these documents. Offerors may obtain copies by visiting the Arizona State Procurement Office (SPO) web site at: https://spointra.az.gov/resources/standard-forms-and-documents or by calling the Office of the Attorney General, Procurement at (602) 542-7986.

5. Solicitation Inquiries

5.1. Issuing Office Solicitation Contact Person

The AGO Procurement Office Solicitation Contact Persons identified on the cover page of this RFP shall be the sole point of contact for purposes of the preparation and submittal of proposals to this Solicitation.

5.2. Solicitation Clarifications

No later than the Solicitation Questions due date and time, all questions or clarification requests regarding this solicitation should be directed to the attention of the Solicitation Contact through the Discussions Forum in the Arizona Procurement Portal (APP). If this results in a change to the Solicitation, a written Solicitation Amendment will be issued prior to the Solicitation due date.

https://spointra.az.gov/resources/standard-forms-and-documents

State of Arizona Office of the Attorney General

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5.3. Solicitation Amendments

The Offeror should acknowledge receipt of a Solicitation Amendment within Arizona Procurement Portal (APP).

6. Solicitation Submission Guidelines

6.1. Arizona Procurement Portal (APP) Offer Submission, Due Date and Time

Offers in response to this solicitation shall be submitted within the State's eProcurement system, Arizona Procurement Portal (APP) (https://app.az.gov). Offers shall be received before the date/time listed in the solicitation's 'End Date' field. Offers submitted outside APP, or those that are received on or after the date/time stated in the 'End Date' field, shall be rejected. Questions in this regard shall be directed to the Procurement Officer or to the APP Help Desk (app@azdoa.gov or 602-542-7600).

6.2. Late Proposals

All submittals must be received by the Solicitation Due Date and Time specified herein. Any response received after the Solicitation Due Date and Time specified will not be considered.

6.3. Withdrawal of an Offer

At any time prior to a specified solicitation due time and date a Bidder/Offeror (or designated representative) may withdraw their offer. The AGO shall consider any offer which is not completed and properly submitted in Arizona Procurement Portal (APP) by the Bid Opening Date/Time posted on Arizona Procurement Portal (APP) as withdrawn by the Offeror.

7. Components of a Complete Proposal

7.1. Offer Submittal

Offerors should submit their Offer via APP. The Offeror should follow instructions provided and provide all requested material. The State will not provide any reimbursement for the cost of developing or presenting proposals in response to this RFP.

7.2. Proposal Format

The following information should be submitted with each proposal and in this order. This format provides a section layout for the proposal and pricing section. Failure to include all of the requested information may result in a proposal being rejected.

7.2.1. Attachment I

Offeror shall complete the top half of the Offer and Contract Award form. The Offer and Contract Award form from within the Solicitation should be submitted with the Offer and should include the signature of a person authorized to bind the Offeror.

7.2.1.1. Offeror shall complete the General Counsel Information Form;

7.2.1.2. Offeror shall complete the Number of Personnel by Discipline;

7.2.1.3. Offeror shall complete the Names of Principal Contacts;

7.2.1.4. Offeror shall indicate if the Firm has held a contract with the AGO;

7.2.1.5. Offeror shall indicate their willingness to accept assignments Statewide;

7.2.1.6. Offeror shall indicate acceptance of Insurance Requirements;

7.2.1.7. Offer shall indicate acceptance of the Conflict of Interest requirements and identify and describe any type of matter, litigation and otherwise, in which your firm is involved against

State of Arizona Office of the Attorney General

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7.2.1.8. Offeror shall list specific cases firm has been adverse to the State;

7.2.1.9. Offeror shall list specific matters firm has been adverse to the State;

7.2.1.10. Offeror shall list specific cases firm represented the State;

7.2.1.11. Offeror shall disclose of any State Bar Association Investigations and malpractice suits.

7.2.1.12. Offeror shall indicate those area(s) of practice in which Offeror believes is qualified to accept assignments. This is done by checking the box next to the various categories listed.

7.2.1.13. List the Attorneys the firm wishes to be considered for this contract.

7.2.1.14. For each Area of Law proposed, Offeror shall provide a brief statement describing the

Qualification and Experience for each Attorney expected to perform work in that area of law.

You may attach the Attorney’s full resume to your proposal as additional information, but it is expected each Area of Law will show the attorney(s) proposed for the area of law and a brief statement demonstrating qualifications and experience. Award will be based, in part, on this information.

7.2.1.15. Offeror shall complete the Cost Data – Hourly Rate Table [also see Agreement Appendix D].

7.2.2. Attachment II – Designation of Confidential, Trade Secret, and Proprietary Information

Offeror shall complete and should include the signature of a person authorized to bind the document.

7.3. Conformance to the RFP

The Offeror should use the provided forms and formats or forms and formats substantially similar. Failure to include the requested information, providing incomplete information or adding irrelevant information may result in lower evaluation scores and may have a negative impact on the evaluation of the Offeror’s proposal.

7.4. Solicitation Amendments

Receipt of Solicitation Amendment(s) should be acknowledged by signing and returning the amendment with the proposal or prior to the Solicitation due date and time, to the Solicitation Contact Person listed on the cover page of this Solicitation.

7.5. Exceptions to the RFP

An Offeror who takes exception to any portion of the Solicitation must do so pursuant to the Uniform Instructions to Offeror. If the Offeror is taking exception to a section or sections of the Solicitation, the Offeror shall designate a section in the proposal titled “Exceptions”. Any exceptions to the Solicitation not listed in this section or otherwise not submitted in the proper form shall not be considered a part of the Offeror’s proposal and shall not be enforceable in any resulting Contract. Taking exception to the Terms and Conditions of the Solicitation may result in a proposal receiving a lower evaluation score. Low evaluation scores may result in the proposal being determined not susceptible for award. Exceptions to the terms and conditions should provide sufficient justification to detail the reason the exception is advantageous to the State of Arizona.

7.6. Confidential Information

All Offers submitted and opened in response to this RFP are public records and must be retained by the State.

Offers shall be open to public inspection after Contract award, except for such Offers or specific information within such Offers deemed to be confidential by the State. Pursuant to A.A.C. R2-7-103, if an Offeror believes that information in its Offer should remain confidential, the Offeror shall designate a special section labeled

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“Confidential Information” and include the information the Offeror indicates as confidential along with a statement detailing the reasons that the information should not be disclosed. The State shall determine whether the identified information is confidential pursuant to the Arizona Procurement Code. Information not specifically identified as confidential by the Offeror in accordance with this paragraph or determined to be not confidential by the State will be open to public inspection.

7.7. Suspension or Debarment Status

If the firm, business or person submitting a proposal has been debarred, suspended or otherwise lawfully precluded from participating in any public procurement activity with any Federal, State or local government, the Offeror should include a letter with its proposal setting forth the name and address of the governmental unit, the effective date of the suspension or debarment, the duration of the suspension or debarment and the relevant circumstances relating to the suspension or debarment. Failure to supply the letter or to disclose in the letter all pertinent information regarding a suspension or debarment will result in rejection of the proposal or cancellation of a Contract. The State also may exercise any other remedy available by law.

8. Offshore Performance of Work Prohibited

Due to security and identity protection concerns, all services under this contract shall be performed within the borders of the United States. All storage and processing of information shall be performed within the borders of the United States. This provision applies to work performed by subcontractors at all tiers. Offerors shall declare all anticipated offshore services in the proposal.

9. Proposal Opening

Proposals shall be opened after the Solicitation Due Date and Time cited on the cover page of the Solicitation. The name of each Offeror shall be publicly read and recorded in the presence of at least one witness. Prices shall not be read.

10. Offer and Acceptance Period

In order to allow for an adequate evaluation, the Office of the Attorney General requires an Offer in response to this Solicitation to be valid and irrevocable for 120 days after the opening due date.

11. Evaluation Criteria for Award of Agreement

In accordance with A.R.S. § 41-2538, contract awards shall be made to the Offeror(s) best qualified based on the evaluation factors set forth in the Solicitation, to all Offerors with pricing that the Procurement Officer has determined to be fair and reasonable. The evaluation criteria will be evaluated on an “all or nothing” basis wherein the Offeror either meets or does not meet the requirements in the Solicitation. If the Offeror does not meet any of the requirements, the Offeror shall not be eligible for award. The evaluation factors that will be considered are listed below.

11.1. These minimum criteria must be met for a Proposal to receive an award:

11.1.1. Offeror must provide a completed contract.

11.1.2. Provide your interest in performing particular services.

11.1.3. Counsel must be a member of the State Bar of Arizona.

11.1.4. Provide complete Conflict of Interest information as instructed in the RFP

11.2. Additional criteria considered if Counsel meets the minimum criteria:

State of Arizona Office of the Attorney General

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If the Offeror meets the minimum criteria set forth above, the Offeror’s proposal will be evaluated on the following criteria. These criteria will be used for any awards that are made for one, some or all categories of assignments. The following criteria are listed in order of relative importance:

11.2.1. Special experience in respect to particular areas of law.

11.2.2. Education, including specialized training of persons performing work under the agreement.

11.2.3. History of Past Contract Performance and Professional Reputation

11.2.4. Cost for services.

11.2.5. Location of office and willingness to accept matters in other locations in the State.

12. Discussions

After the initial receipt and evaluation of proposals, the Office of the Attorney General may conduct discussions with Offerors whose proposals are deemed to be reasonably susceptible to award. Proposals should be submitted initially complete and on most favorable terms. In the event discussions are conducted, the Office of the Attorney General shall issue a written request for Best and Final Offers.

13. Best and Final Offer

The request for Best and Final Offer shall inform Offerors, that if they do not submit a Best and Final Offer or a notice of withdrawal, their immediate previous Offer will be considered as their Best and Final Offer. The Offeror’s “immediate previous Offer” will consist of the Offeror’s original proposal submission and any documents submitted by the Offeror during discussions.

14. Definitions of Key Words Used in the RFP

14.1. Shall, Must:

Indicates a mandatory requirement; Failure to meet these mandatory requirements may result in the rejection of a proposal as non-responsive.

14.2. Should, Will:

Indicates something that is recommended but not mandatory

14.3. May:

Indicates something that is not mandatory but permissible

14.4. Documents:

Documents shall include all correspondence, evaluations, depositions, interrogatories, reports, pleadings, memoranda, briefs, information and any other similar documents or material prepared or used in connection with Services in the pursuit of this matter.

14.5. Deliverable:

Deliverable shall refer to any report or other work product produced by the Counsel for the Office of the Attorney General.

14.6. Office of the Attorney General:

Office of the Attorney General, Attorney General’s Office or AGO shall all refer to the Office of the Arizona Attorney General.

14.7. Counsel:

State of Arizona Office of the Attorney General

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A firm or firms awarded a contract by the Office of the Attorney General.

II. AGREEMENT FOR OUTSIDE COUNSEL

State of Arizona Office of the Attorney General

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1. Parties

The parties to this Agreement are the State of Arizona through the Office of the Attorney General and the firm as named in the Offer and Acceptance form.

2. Recitals

This Agreement is made with reference to the following facts:

2.1. The State of Arizona desires to contract for the provision of legal services by counsel not in its employ.

2.2. Counsel has represented that it is professionally qualified to perform such services, and the State of Arizona has relied on such representation in entering into this Agreement.

2.3. The primary user of this contract is the Office of the Attorney General. Except for limited statutory exceptions, all appointments of counsel are made by the Office of the Attorney General. State Agencies with statutory authority to independently retain legal counsel may use this contract. Counsel is responsible to ensure that it either receives an appointment to perform legal work through the Attorney General's Office or from an agency with statutory authority to independently retain outside counsel for the purpose described in the appointment. Failure to secure a valid appointment may result in a breach of the contract and may impact payment of fees.

2.4. Counsel understands and agrees that certain legal matters may be contracted outside this contract based upon the specific need.

3. Entire Agreement

This Agreement embodies the entire Agreement between the State of Arizona and the Outside Counsel firm named in the Offer and Contract Award form, for cases assigned during the calendar year January 1, 2026 until December 31, 2026 and shall supersede all proposals, representations, negotiations or letters pertaining to the services, whether written or oral concerning this Agreement. The parties shall not be bound by or be liable for any statement, representation, promise, inducement, or understanding of any kind not set forth in this Agreement. This Agreement includes all documents either attached hereto or incorporated herein by reference, including the State of Arizona Uniform Terms and Conditions https://spointra.az.gov/resources/standard-forms-and-documents. Specifically included as appendices to this Agreement and attached hereto are:

Appendix A - SPECIAL REQUIREMENTS Appendix B - SCOPE OF SERVICES Appendix C - SCHEDULE Appendix D - COMPENSATION AND PAYMENT

4. Section Headings and Definitions

Section headings in this Agreement are for convenience only, and are not to be construed to define, limit, expand, interpret, or amplify the provisions of this Agreement. When initially capitalized in this Agreement or amendments hereto, the following words or phrases shall have the meanings specified:

4.1. Agreement

This document, including all referenced material that forms a contract between Arizona and proposing person or firm named on the Offer and Acceptance page of Attachment 1.

https://spointra.az.gov/resources/standard-forms-and-documents

State of Arizona Office of the Attorney General

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4.2. Best Efforts

Those efforts which a skilled, competent, experienced and prudent legal professional would use to perform and complete the requirements of this Agreement in a timely manner, exercising the degree of skill, care, competence, and prudence customarily imposed on a legal professional performing similar work.

4.3. Counsel

Firm or individual whose name appears on page 1 of this agreement.

4.4. Documentation

Correspondence, evaluations, depositions, interrogatories, reports, pleadings, memoranda, briefs, information and any other similar documents or material prepared or used in connection with Services.

4.5. Force Majeure

An act of God, or event beyond the control of a party, including an act or omission of government, act or omission of civil or military authority, strike or lockout, act of a public enemy, war, blockade, insurrection, riot, epidemic, landslide, earthquake, fire, storm, lightning, flood, washout or civil disturbance which would have not been avoided through the exercise of reasonable care, prudence and diligence.

4.6. Services

Services refer to all obligations undertaken by Counsel pursuant to Appendix B - SCOPE OF SERVICES.

4.7. Site(s)

The area(s) at Arizona facilities where Counsel may be called upon to visit to perform Services.

5. Scope

Counsel shall perform and complete the Services specified in Appendices B - SCOPE OF SERVICES and shall supply personnel, equipment and material to complete the Services, except equipment and material specified to be supplied by Arizona.

6. Schedule

Counsel shall perform and complete the Services according to the schedule provided in Appendix C – SCHEDULE.

7. Compensation and Payment

The State of Arizona shall compensate Counsel as provided in Appendix D - COMPENSATION AND PAYMENT. Counsel should register in the Arizona State Procurement automated system Arizona Procurement Portal (APP) to facilitate the payment process. APP can be accessed at https://app.az.gov. Should you have questions or require assistance with registering in APP call 602-542-7600 or e-mail app@azdoa.gov.

8. Insurance

8.1. All personnel furnished by Counsel shall be considered employees of Counsel and Counsel shall be responsible for payments of all Workmen's Compensation claims, Unemployment Disability claims or claims under similar laws.

8.2. Counsel shall be responsible for providing appropriate public, professional, automobile, and aircraft liability insurance (aircraft liability only if applicable) for Counsel and its employees in connection with the performance of the Services under this Agreement. The State of Arizona may request Counsel to provide https://app.az.gov/

State of Arizona Office of the Attorney General

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8.3. Counsel shall provide the Office of the Attorney General with a valid Certificate of Insurance within ten (10) days of receiving a Letter of Retention. Counsel shall provide the Office of Attorney General with updated Certificates of Insurance documenting any changes in policy or coverage (e.g. renewal, change in carrier, loss of policy, etc.) within ten (10) days of the change.

9. INSURANCE REQUIREMENTS:

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.

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

9.1. Minimum Scope and Limits of Insurance

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

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

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

9.1.2. 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.

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

9.1.3. Workers’ Compensation and Employers' 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).

9.1.4. Professional Liability (Errors and Omissions Liability)

• Each Claim $2,000,000

• Annual Aggregate $2,000,000

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

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

9.2. Additional Insurance Requirements

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

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

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

9.3. 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, State of Arizona Office of the Attorney General

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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).

9.4. 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 or Insurers who can demonstrate an equivalency or greater to this requirement. 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.

9.5. 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) as required by this Contract. An authorized representative of the insurer shall sign the certificates.

All certificates and endorsements, as required by this written agreement, are to be received and approved by the State of Arizona before work commences. 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.

All certificates required by this Contract shall be sent directly to the Office of the Arizona Attorney General. 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.

9.6. 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.

9.7. Approval and Modifications

The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary.

Such action will not require a formal Contract amendment but may be made by administrative action.

9.8. 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.

10. General Requirements

10.1. Independent Contractor - Counsel represents that it is fully experienced and properly qualified to perform the Services in the State where Services are to be performed, and is equipped, organized and financed to

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14 | P a g e perform such Services. Counsel shall act as an independent contractor and not as an agent of Arizona, in performing the Services and duties of this Agreement.

10.2. Subcontracts - Counsel shall not subcontract any part of the Services or any of its obligations under this Agreement, unless prior written approval has been obtained from the Office of the Attorney General.

10.3. Cooperation - Counsel shall, to the best of its abilities, cooperate with Arizona to enable the successful completion of the Services according to the terms of this Agreement including, but not limited to, commitment of additional resources, material and personnel, if requested by the Office of the Attorney General designated representative to assure that the Services are properly performed and completed in accordance with the provisions of this Agreement.

10.4. Advertising and Promotion – The name of Arizona shall not be used in any advertising or other promotional context by Counsel without prior written consent of the Office of the Attorney General designated representative.

10.5. Testimony - Should Counsel be required to testify at any judicial, legislative or administrative hearing concerning matters in any way related to the Services performed under this Agreement, Counsel shall prior to the scheduled time of each hearing supply to the Attorney General or his designated representative in writing all information likely to be disclosed at said hearing as well as Counsel's position thereon. Should Counsel be required by a third party to testify at any judicial, legislative or administrative hearing not specified in this Agreement but concerning the subject matter of this Agreement, Counsel shall notify the Attorney General or his designated representative in advance of the date and time of such hearing to enable State of Arizona representatives to attend and participate.

10.6. Special Requirements - See Appendix A, SPECIAL REQUIREMENTS.

11. Changes

11.1. General - Notwithstanding any other provisions of this Agreement to the contrary, the Office of the Attorney General reserves the right for any reason without invalidating this Agreement to make or to direct any changes in the Services including the performance of additional tasks. Such change shall be made in writing by the Office of the Attorney General authorized representative.

11.2. Delegation - The Office of the Attorney General designated representative may issue and sign written change orders on behalf of the Office of the Attorney General.

12. Professional Responsibility

12.1. General - Counsel shall use Best Efforts to perform and complete the Services in accordance with the provisions of this Agreement.

12.2. Liability - In the event that Counsel breaches its obligations under this Agreement, Counsel shall take the necessary actions to correct and cure its breach of this Agreement. If Counsel, upon notification of said breach does not promptly take steps to correct the breach, the Office of the Attorney General without waiving any other rights or remedies it may have at law or otherwise may do so and Counsel shall reimburse the Office of the Attorney General and the State for all expenses and costs incurred in performing such corrective action.

12.3. Expertise - Work under the Agreement will be performed in the manner that a reasonably competent and prudent attorney would perform legal work. Work may be performed by paralegals if a reasonably competent and prudent attorney would delegate such work to a paralegal. Paralegals are expected to

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15 | P a g e perform their work in the manner that a reasonably competent and prudent paralegal would perform. All time deadlines specified by court or court rules shall be complied with.

12.4. Complaints - Counsel will promptly notify the Office of the Attorney General if a business or bar complaint is filed against Counsel on any matter, if a motion for sanctions is filed against Counsel, or if sanctions are awarded against Counsel in cases assigned pursuant to this Agreement. Any sanctions ordered by the court as a result of attorney or paralegal malfeasance shall be borne by the attorney.

13. Review of Services

The Office of the Attorney General reserves the right to review all and every part of the Services during performance or after completion as the Office of the Attorney General may see fit. If the Services or any part thereof have not been performed in accordance with this Agreement to the satisfaction of the Office of the Attorney General, the Office of the Attorney General may order that no further services be performed and may reject and refuse to pay for any improperly performed services.

14. Force Majeure

In the event either party by reason of a Force Majeure is rendered unable to perform its duties under this Agreement, then upon said party giving written notice of the particulars and estimated duration of said Force Majeure, said party may have its time of performance of its duties extended for the period equal to the time performance is delayed by said Force Majeure. The effects of said Force Majeure shall be remedied with all reasonable dispatch and said party giving notice shall use Best Efforts to eliminate and mitigate the consequences thereof. A Force Majeure for which said notice has not been given shall be an unexcused delay.

15. Suspension

The Office of the Attorney General may, by written notice, direct Counsel to suspend performance on any or all of the Services for a specified period of time. If any suspension is not occasioned by the fault or negligence of Counsel, this Agreement may be supplemented to compensate Counsel for extra costs incurred due to said suspension, provided that any claim for adjustment is supported by appropriate cost documentation, subject to audit, and asserted within twenty days after the date the Office of the Attorney General issues an order for resumption of performance of the Services.

16. Termination at Will

At the sole discretion of the Office of the Attorney General, the Office of the Attorney General may terminate this Agreement at any time, or may terminate all or any portion of the Services not then completed by giving the other party written notice of termination. Upon receipt of notice of termination, Counsel, unless the notice requires otherwise, shall discontinue performance of the Services on the date and to the extent specified in the notice, except those Services necessary to preserve and protect the work product of the Services already performed, and otherwise minimize costs to the State. Payment for Services already completed or in the process of completion shall be adjusted between Counsel and the Office of the Attorney General, in a fair and reasonable manner, but such payment shall exclude any allowance for unperformed Services or anticipated profits thereon. Such payment for Services already completed or in the process of completion shall be the total compensation due to Counsel for Termination at Will by either party.

17. Termination for Cause

The Office of the Attorney General may declare this Agreement canceled for default by notifying Counsel in writing

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16 | P a g e should Counsel at any time (i) violate any part of this Agreement, (ii) fail to supply sufficient properly skilled personnel, material or equipment of the quality or quantity to properly perform the Services, (iii) fail to provide services in the most cost-effective manner. Without limiting or waiving any other remedies the Office of the Attorney General may have, Counsel shall compensate the Office of the Attorney General for costs (whether they arise before or after completion of the Services) arising out of any breach by Counsel or arising out of any default under this Section 17.

18. Accounting and Auditing

Counsel shall maintain accurate and complete accounting and financial records and vouchers in support of all cost and service billings to the State of Arizona, in accordance with generally accepted accounting principles and practices.

The State of Arizona, or its audit representative, shall have the right at any reasonable time to examine and audit the records, vouchers, and their source documents without limitation which serve as a basis for compensation under this Agreement. Said records shall be available to the State of Arizona in Phoenix, Arizona for inspection and audit for five years after completion or termination of the services under this Agreement.

19. Laws and Regulations

19.1. Counsel and its employees shall at all times comply with all applicable federal, state and local laws, ordinances, statutes, rules and regulations. Counsel shall hold the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees harmless from loss, cost or damage by reason of any actual or alleged violation thereof arising out of Counsel's employees or Counsel’s contractor’s failure to so comply.

19.2. Health Insurance Portability and Accountability Act of 1996 (HIPAA) – The State of Arizona intends to comply with assurances given to components of the State covered under HIPAA and its accompanying Administrative Simplification Regulations ("Covered Components"). These written assurances certify that the state of Arizona will collect, receive, use and disclose the minimum necessary protected health information and related records solely for the purposes allowed under HIPAA. Counsel warrants that he or she is familiar with the requirements of HIPAA and its accompanying regulations and will comply with any HIPAA requirement that may be applicable to the State of Arizona during the course of this agreement. In addition, Counsel shall agree to cooperate to ensure compliance with assurances given to Covered Components, including signing a Business Associate Agreement in cases where Counsel and Counsel's employees will represent a Covered Component (e.g. CPS, DDD, State Hospital, BHS, AHCCCS, etc.), and they receive protected health information from or on behalf of the HIPAA covered client. Counsel agrees to execute such further HIPAA assurances or agreements as the State of Arizona may deem appropriate.

20. Documentation

20.1. Format and Quality of Documentation - Documentation prepared by Counsel shall be prepared in a format and of a quality approved by the Office of the Attorney General. All Documentation shall be the property of the Office of the Attorney General and shall be delivered to the Office of the Attorney General at the completion of Services hereunder.

20.2. Documentation Review - Counsel shall review Documentation provided by the Office of the Attorney General during performance of the Services and shall promptly notify the Office of the Attorney General of any defects or deficiencies discovered in said review.

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21. Governing Law and Venue

This Agreement shall be interpreted in accordance with the substantive and procedural laws of the State of Arizona.

Any action at law or judicial proceeding instituted by Counsel relating to this Agreement shall be instituted only in the State or Federal Courts of the State of Arizona. The parties agree that proper venue for any and all disputes arising out of this Agreement shall be in Maricopa County, State of Arizona.

22. Authorized Representatives and Notices

22.1. Representatives - Prior to commencement of the Services, the Office of the Attorney General and Counsel shall each designate a representative authorized to act on behalf of each party and shall advise the other party in writing of the name, address, and telephone number (day and night) of such designated representative and shall inform the other party of any subsequent change in such designation. All communications relating to the administrative activities under this Agreement shall be exchanged between the respective representatives of the Office of the Attorney General and Counsel.

22.2. Notices - All legal or claim notices required by this Agreement shall be in writing, and shall be delivered personally to the authorized representatives of the Office of the Attorney General and Counsel as set forth below, or shall be mailed thereto by certified mail, postage prepaid, return receipt requested. Notice shall be effective on the date delivered.

To: State of Arizona:

Office of the Attorney General 2005 N Central Ave Phoenix, Arizona 85004

To: Counsel:

The person identified in the Offer and Acceptance Form.

23. Disputes

Any controversy or claim arising out of or relating to this Agreement or its breach which may arise between Counsel and the Office of the Attorney General and which is not resolved by the authorized representatives of the parties, shall be noticed in writing by the complaining party as provided in Section 22, AUTHORIZED REPRESENTATIVES AND NOTICES. Such controversy or claim shall subsequently be reviewed and discussed between Counsel and an authorized representative of the Office of the Attorney General. Disputes arising out of this Agreement are subject to the provisions of Article 9, Chapter 23, Title 41 of Arizona Revised Statutes.

24. Assignment of Rights

Counsel shall not assign the rights, nor delegate the duties, or otherwise dispose of any right, title or interest in all or any part of this Agreement, or assign any monies due or to become due to Counsel without the prior written consent of the Office of the Attorney General. Any such approved assignment or delegation shall be for the benefit of and shall be binding on Counsel, the assignee and all future successors; and shall not relieve Counsel, assignee or future successors of any duties or obligations. If the Office of the Attorney General approves any assignment of monies due or to become due to Counsel hereunder, such assignment shall not become effective until at least thirty days after the Office of the Attorney General approval.

25. Offshore Performance of Work Prohibited

Due to security and identity protection concerns, all services under this contract shall be performed within the borders of the United States. All storage and processing of information shall be performed within the borders of the United States. This provision applies to work performed by subcontractors at all tiers.

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26. Federal Immigration Laws, Compliance by State Contractors

By entering into the contract, the contractor warrants compliance with the Federal immigration and Nationality Act (FINA) and all other Federal immigration laws and regulations…