BPM007160_M25-0036_RFQ_FD_Technical_Rescue_Equipment_v2.pdf

Solicitation number: BPM007160 Notice of Request for Quotation (RFQ)

DEMA FD Technical Rescue Equipment (M25-0036) (Annual)

Arizona Department of Emergency & Military Affairs

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NOTICE PAGE

Description:

In accordance with A.R.S. § 41-2535, Procurements Not Exceeding a Prescribed Amount, Arizona Department of Emergency & Military Affairs Procurement Office is seeking to establish a single-agency contract for the sole use of the Arizona Department of Emergency & Military Affairs contract(s) for Fire Department (FD) Technical Rescue Equipment.

In accordance with A.A.C. R2-7-D302(C), only a small business, as defined in R2-7-101 shall be awarded a contract unless any of the following apply:

1. The purchase has been unsuccessfully competed under Subsection (B) of this Section, including failure to obtain fair and reasonable prices;

2. The agency chief procurement officer has made a written determination that less than three small businesses are registered on the prospective suppliers list; or

3. The agency chief procurement officer has made a written determination prior to issuing a request for quotation that restricting the procurement to small business is not practical under the circumstances

OFFEROR IS STRONGLY ENCOURAGED TO CAREFULLY READ THE ENTIRE SOLICITATION

Offer Submission, Due Date, and Time: September, 19, 2025. 3:00 PM Arizona Time

Offer Submittals:

Offerors responding to the solicitation shall submit the Offer electronically through the State's e- Procurement System, the Arizona Procurement Portal (APP) (https://app.az.gov). The due date and time is indicated in APP as the Bid Opening Date. Late submittals will not be considered. Offers received by the due date and time will be electronically opened. Offers submitted outside of APP, or those that are received after the exact offer due date and time, shall be rejected.

LATE QUOTATIONS WILL NOT BE CONSIDERED.

Any question related to this Request for Quotation shall be submitted utilizing the State’s Discussions tab in the e-Procurement System.

Table of Contents

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Notice Page

Table of Contents

SCOPE OF WORK 3

SPECIAL TERMS AND CONDITIONS 6

UNIFORM TERMS AND CONDITIONS 10.5 13

SPECIAL INSTRUCTIONS TO OFFERORS 28

OFFER AND ACCEPTANCE FORM 30

Scope of Work

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SCOPE OF WORK

Statement of Work (SOW) Arizona Department of Emergency and Military Affairs (DEMA) Fire and Emergency Services (F&ES) request

TECHNICAL RESCUE RESPONSE EQUIPMENT AND SUPPLIES

1. Purpose The purpose of this contract is to establish one or more vendors to supply a comprehensive range of supplies and equipment required by AZDEMA fire and rescue personnel. These materials support essential rescue and medical emergency operations including rescues in remote and austere environments, extreme weather conditions including below 0º and above 120º temperatures, winter blizzards, summer wildland fires, and monsoonal flooding events.

2. Scope of Work The contractor(s) shall furnish all equipment, tools, shipping, and incidentals necessary to provide F&ES supplies and equipment as described below. All items must be new, unused, and manufactured by the item/name given. No substitutions allowed due to the life safety components of said supplies and equipment.

The contractor must be capable of fulfilling partial or complete orders for any category listed.

3. Categories of Supplies and Equipment

3.1. Non-Exhaustive Item List:

The categories and items listed in this Statement of Work are representative but not exhaustive. They illustrate the types of supplies and equipment that may be purchased under this contract; however, the agency reserves the right to procure additional, related items within the scope of F&ES that are not explicitly listed herein.

3.2. Pricing Structure:

Vendors shall propose a discount off their manufacturer’s suggested retail price (MSRP) retail or catalog pricing for all eligible equipment and supply purchases made under this contract. The proposed discount will apply to all items, whether specifically listed in this solicitation or falling within the general scope of applicable product categories.

3.3. Equipment Categories

The awarded contractor(s) must be able to supply some or all items within the following categories:

3.3.1. Rescue Rope/Webbing/Rope Accessories

• 9.5mm Technora Tactical Response Rope, 150’ tan in color

• 9.5mm Technora Tactical Response Rope, 300’ tan in color

• 5.9mm Power Cord 100m, purple in color

• 6.6mm TRC 100mm, tan in color

• 1” Tubular Webbing, mil spec, 300’ coyote in color

• 1” Tubular Webbing, mil spec, 300’ olive in color

• 8mm VT Prusik Cord, Bluewater 33” X 10 tan in color

• 0.5m Texora Mamba X 2 black in color

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• 1.0m Texora Mamba X 2 black in color

• 1.5m Texora Mamba X 4 black in color

• 2.0m Texora Mamba X 4 black in color

• 2.0m Sling TX/L compact Texora X4 multi color

3.3.2. Technical Rescue Hardware

• Pirate Screw-Lock Alum T2 Rock Exotica X 20 orange in color

• Pirate Auto Lock T4 Rock Exotica X 20 orange in color

• Tibloc ultralight, compact ASCE X4 orange in color

• Magnapully 1 double.2 single ARS 1 pair X 2 black in color

• Rock Exotica Omni Black 1.1 SP Single Prusik minding pully X 4 orange/grey in color

• Micro Traxion Ultralight Progre 8 to 11mm Petzl belay device capture pully X 10

• MBS 49KN Para Aramid black in color

• Penta plate Rock Exotica X 1 blue in color

• Eashook Open End Gated Connect x 4 grey/yellow in color

• Whip End DIP X 2 clear in color

• PMI Supermantle Rope Guard 24” X 2 red in color

3.3.3. Technical Rescue Patient Transport Devices

• SKED Rescue System Cobra x 1 orange in color

• Sked Cobra Conversion Kit X 1

4. Performance Requirements

• Quality Assurance & Compliance:

All equipment and supplies furnished under this contract must meet or exceed current safety and performance standards established by the National Fire Protection Association (NFPA) and/or the International Technical Rescue Association (ITRA). Documentation verifying compliance with these standards must be provided upon request.

• Substitutions & Equivalents:

Substitutions are strictly prohibited unless:

o The alternate item fully complies with all applicable NFPA and/or ITRA standards.

o The substitution is formally requested in writing, including supporting compliance documentation.

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Unauthorized substitutions may be grounds for contract termination.

• Delivery Expectations:

Contractors must ensure on-time delivery as specified in each individual purchase order. Contractors must include:

o Estimated lead times for all standard items.

o Notification of delays or backorders within 24 hours of order receipt.

• Product Traceability:

All items must be clearly labeled with manufacturer, model number, and lot/serial number where applicable.

This information must be included in packing slips and invoices for tracking and quality assurance.

5. Order Fulfillment & Invoicing

• Order Capacity & Flexibility:

Contractor(s) must be capable of fulfilling:

o Single-item orders (e.g., replacement gear).

o Large-volume or bulk orders for initial outfitting or restocking.

• Vendors should clearly indicate if partial fulfillment is possible and under what conditions.

• Packaging & Labeling:

Each order must include:

o An itemized packing slip listing all items, quantities, and any backordered products.

o Packaging that ensures safe, secure delivery without damage to contents.

• Discrepancy Resolution:

Any discrepancies between delivered items and the invoice must be corrected within five (5) business days of notification by the agency. Failure to resolve discrepancies promptly may result in delayed payments or formal dispute resolution procedures.

Special Terms and Conditions

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SPECIAL TERMS AND CONDITIONS

1.0 Term of Contract:

1.1 The term of the Contract will commence on the date indicated on the Offer and Acceptance and continue for twelve (12) months unless canceled, terminated, or permissibly extended.

1.2 State may, at its discretion, request for a mutual agreement to extend the initial Contract term in increments of one or more months and do so one or more times, provided that the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of five (5) years.

1.3 Termination of use based upon Aggregate Spend: In accordance with A.R.S. § 41-2535, any contract awarded under this solicitation shall not exceed $100,000 in aggregate spend across all awarded Contractors, and for the total aggregate term. If at any time during the course of the Contract the spend under this Contract combined with any other awarded Contracts reaches $100,000, no new orders shall be placed under the Contract.

2.0 Pricing: (Add pricing language as applicable to the product or service required)

2.1 Fixed Price/hourly rate/time and materials/milestone-based for a twelve (12) month period.

2.2 All deliveries under this contract shall be made FOB Destination.

3.0 Eligible Agency: This contract is a single-agency contract for the sole use of the Arizona

Department of Emergency & Military Affairs

4.0 Insurance & Indemnification: (Add current and relevant Risk Management insurance module)

4.1 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.

https://staterisk.az.gov/insurance/insurance-modules

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4.2 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.

4.3 Insurance Requirements

4.3.1 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.

4.3.2 The Insurance Requirements herein are minimum requirements for this

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

4.4 Minimum Scope and Limits of Insurance

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

4.4.1.1 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

4.4.2 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.

4.4.3 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.

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4.4.3.1 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

4.4.3.2 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.

4.4.3.3 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.

4.4.3.4 Workers’ Compensation and Employers’ Liability

• Workers' Compensation Statutory

• Employers' Liability

• Each Accident $1,000,000

• Disease – Each Employee $1,000,000

• Disease – Policy Limit $1,000,000

4.4.4 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.

4.4.5 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).+

4.5 Additional Insurance Requirements

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

4.5.1.1 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

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DEMA FD Technical Rescue Equipment (M25-0036) | Page 9 of 30 the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E).

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

4.6 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).

4.7 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.

4.8 Verification of Coverage

4.8.1 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.

4.8.1.1 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.

4.8.1.2 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.

4.8.1.3 All certificates required by this Contract shall be sent directly to the

Department. The State of Arizona project/contract number and project

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4.9 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 the Contract, proof from the Contractor that its subcontractors have the required coverage.

4.10 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.

4.11 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.

5.0 Agency Specific Terms and Conditions:

5.1 Contractor Compliance with Federal Statues or Executive Orders:

5.1.1 The Contractor shall covenant and agree to comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference to implement provisions of law or executive orders including any amendments to the Final Rule that may hereafter be issued as required by master cooperative agreement. Reference https://www.acquisition.gov

5.1.1.1 52.203-13, Contractor Code of Business Ethics and Conduct (APR 2010) (Pub. L.

110-252, Title VI, Chapter 1 (41 U.S.C. 251 note)).

5.1.1.2 52-203-7 Copeland Anti-Kickback Act (OCT 2010). (18 U.S.C. 874 and 29 CFR Part 3).

5.1.1.3 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards

(JUL 2013) (Pub. L. 109-282) (31 U.S.C. 6101 note).

5.1.1.4 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (AUG 2013) (31 U.S.C. 6101 note).

https://www.acquisition.gov/

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5.1.1.5 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (MAY 2012) (section 738 of Division C of Pub. L. 112-74, section 740 of Division C of Pub. L. 111-117, section 743 of Division D of Pub. L. 111-8, and section 745 of Division D of Pub. L. 110-161).

5.1.1.6 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

5.1.1.7 52.222-4 Contract Work Hours and Safety Standards Act-Overtime Compensation

(JUL 2005). (40 U.S.C. 327-330 and 29 CFR Part 5).

5.1.1.8 52.222-19, Child Labor—Cooperation with Authorities and Remedies (JAN 2014) (E.O. 13126).

5.1.1.9 52.222-40 Notification of Employee Rights Under the National Labor Relations Act.

(DEC 2010)(E.O. 13496).

5.1.1.10 52.222-50, Combating Trafficking in Persons (FEB 2009) (22 U.S.C. 7104(g)).

5.1.1.11 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving

(AUG 2011).

6.0 Warranty:

The Contractor shall warrant that all products provided under this contract are free from defects in materials, workmanship, and performance under normal use and service. This warranty shall remain in effect for the duration of the applicable manufacturer's standard warranty period, and shall not be less than one (1) year from the date of delivery, unless otherwise specified.

The Contractor shall be responsible for facilitating and coordinating all manufacturer warranty claims on behalf of the purchasing agency. Manufacturer’s warranties shall be official, non-customized documents provided with the product, and shall be signed or issued by an authorized manufacturer’s representative.

During the warranty period, the Contractor shall, at no additional cost to the agency, repair or replace (at the agency's option) any defective products or components. This includes all necessary parts, labor, and shipping required to return the item to full functionality.

If repair or replacement is not completed within a reasonable time (typically 30 calendar days from notification), the Contractor shall offer a full refund or a mutually agreed upon remedy. Warranty coverage shall not be deemed void due to the agency’s normal use, maintenance, or relocation of the item.

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7.0 Quoting and Invoicing Requirements

All Vendors submitting quotes and invoices under this RFQ must adhere to the following requirements:

7.1 Contract Number Reference

All quotes and invoices must clearly reference the applicable contract number under which the goods or services are being provided. Failure to include the correct contract number may result in delayed processing or rejection of the quote or invoice.

7.2 Pricing Accuracy

All quoted and invoiced prices must:

• Accurately reflect the contractual pricing, including any required discounts, volume-based pricing, or tiered rates as stipulated in the contract.

• Match the terms and pricing structure defined in the contract or applicable price schedule.

7.3 Itemized Cost Breakdown

Quotes and invoices must provide a detailed, itemized breakdown of costs, including:

• Item descriptions

• Quantity

• Unit price

• Extended line-item total

• Applied discounts (if applicable)

• Total cost

7.4 Compliance Review

Quotes and invoices that do not reflect the correct contract pricing, or which omit the required contract reference, will be returned for correction and may cause delays in procurement or payment.

7.5 Submission Format

Quotes and invoices must be submitted in a legible and professional format, preferably in PDF.

Handwritten or poorly formatted submissions may be rejected.

Uniform Terms and Conditions

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UNIFORM TERMS AND CONDITIONS 10.5

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.

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

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

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

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

2. Contract Interpretation

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

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

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

2.3.1. 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

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

3. Contract Administration and Operation

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

Upon request, the Contractor shall produce a legible copy of any or all such records.

3.2. Non-Discrimination. The Contractor shall comply with State Executive Order Nos. 2023-09, 2023- 01, 2009-09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act.

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

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

3.9. Ownership of Intellectual Property

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

3.9.2. “Government Purpose Rights” are:

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

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

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

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

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Contract, and may do so at their respective discretion, without obligation of notice or accounting to the other party.

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

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

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

and

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

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

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

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

suspension of work, termination of the contract for default and suspension or debarment of the contractor.

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

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

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

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

3.15.1. Contractor shall also disclose the utilization of generative AI before producing works owned by the State and/or integrating generative AI into Materials or Services used by the State.

3.15.2. Contractor shall perform due diligence to ensure proper licensure of model training data for all generative AI services throughout the life of the Contract.

3.16. Certifications Required by State Law.

3.16.1. If Contractor is a Company as defined in A.R.S. § 35-393, Contractor certifies that it is not currently engaged in a boycott of Israel as described in A.R.S. §§ 35-393 et seq.

and will refrain from any such boycott for the duration of this Contract.

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

4. Costs and Payments

4.1. Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days.

Upon receipt and acceptance of Materials or Services, the Contractor shall submit a complete and accurate invoice for payment from the State within thirty (30) days. All invoices must show the correct contract number and contracted rates in order to be considered accurate

4.2. Delivery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319, all prices shall be F.O.B.

(“free on board”) Destination and shall include all freight delivery and unloading at the destination.

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

4.4. Applicable Taxes

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

4.4.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply

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4.4.3. Tax Indemnification. Contractor and all Subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor.

Contractor shall, and require all Subcontractors to hold the State harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.

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

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

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

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

4.6.2. Cancel the Contract; or

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

5. Contract Changes

5.1. Amendments. This Contract is issued under the authority of the Procurement Officer who signed this Contract. The Contract may be modified only through a Contract Amendment within the scope of the Contract. Changes to the Contract, including the addition of Services or Materials, the revision of payment terms, or the substitution of Services or Materials, directed by a person who is not specifically authorized by the Procurement Officer in writing or made unilaterally by the Contractor are violations of the Contract and of applicable law. Such changes, including unauthorized written Contract Amendments shall be void and without effect, and the Contractor shall not be entitled to any claim under this Contract based on those changes.

5.2. Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the performance of this Contract without the advance written approval of the Procurement Officer as described in Arizona State Procurement Office Standard Procedure 002. The Contractor shall clearly list any proposed Subcontractors and the Subcontractor’s proposed responsibilities. The Subcontract shall incorporate by reference the terms and conditions of this Contract.

5.3. Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty under this Contract without the prior written approval of the Procurement Officer. The State shall not unreasonably withhold approval.

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6. Risk and Liability

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

6.2. Indemnification

6.2.1. Contractor/Vendor Indemnification (Not Public Agency).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 Subcontractor(s) is/are an agency, board, commission or university of the State of Arizona.

6.2.2. Public Agency Language Only. Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers.

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

6.4. Force Majeure.

6.4.1. Except for payment of sums due, neither the Contractor nor State shall be liable to the other nor deemed in default under…