CTR048140_Contract_Amendment_Summary_4.pdf

Contract Amendment

Arizona Department of

Administration State Procurement Office 100

N. 15th Avenue, Suite 402 Phoenix, AZ 85007

CTR048140 Contract Amendment No. 4

CONTRACTOR: STATE AGENCY:

West Publishing Corp a division of Thomson Reuters 610 Opperman Drive P.O. Box 64833 St. Paul, MN 55164‐4803

AZ Department of Administration (ADOA) State Procurement Office 100 N. 15th Ave., Ste. 402 Phoenix, AZ 85007

CONTACT: Matt Burch CONTACT: Rana Schultz

PHONE: 651-777-8999 PHONE: (602) 542-2927

EMAIL: matthew.burch@tr.com EMAIL: Rana.Schultz@azdoa.gov

Legal and Investigative Research Services

West Publishing Corp

This Contract Amendment Number 4 is to amend the Master Agreement for Legal and Investigative Research Services. This amendment shall add Cooperative language to Section 1.0 Definitions and Section 1.12 Eligible Agency and Section 3 Contract Administration and Operation, Subsection 3.12.1.

It is hereby executed in accordance with the Uniform Terms and Conditions, Section 5.1 Amendments.

RECITALS

The State and Supplier entered into that certain agreement title Master Service Agreement effective as of February 6, 2019 pursuant to which Supplier is to provide Legal and Investigative Research Services.

Thereafter, Amendment Number 4 shall add the following provisions to the Master Agreement for Legal and Investigative Research Services as follow:

Section 2-C Special Terms and Conditions Subsection 1 Definitions; Add 1.11 and 1.12 and their subsections are added herein:

1.11 Co-Op Buyer. A member of the State Purchasing Cooperative that has entered into a “Cooperative Purchasing Agreement” with the Arizona Department of Administration State Procurement Office under A.R.S. §41-2632. Unless there is an applicable Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing an “eligible procurement unit” under A.A.C. R2-7- 101(23).

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non-profit organizations, other state governments, the federal government and tribal nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the IRS under Section 501(c)(3) through 501(c)(6) of the tax code.

1.12 Eligible Agency.

1.12.1 If the Special Terms and Conditions indicate that the Contract is a “single-agency” contract, then “Eligible Agency” means the particular State of Arizona agency, university, commission, or board identified therein.

1.12.2 If the Special Terms and Conditions indicate that the Contract is a “statewide” contract, then “Eligible Agency” means any State of Arizona department, agency, university, commission, or board.

1.12.3 If the Special Terms and Conditions indicate that the Contract is a “statewide” and “cooperative” contract, then “Eligible Agency” means any State of Arizona department, agency, university, commission, board or any Co-Op Buyer.

Section 2-C Special Terms and Conditions, Subsection 3 Contract Administration and Operations; add 3.16 and their subsections are added:

3.16 Cooperative Language

3.16.1 The Contract is a “statewide” contract for multiple purchases, projects, or assignments, and can be purchased against by some or all Eligible Agencies and any Co�Op Buyers that elect to participate.

Even if only one Eligible Agency needs or elects to purchase against the Contract, it is to be construed as being a “statewide” contract hereunder.

The Contract is an indefinite delivery, indefinite quantity (ID/IQ) type of contract; it is to be construed as a “delivery order” sub-type of ID/IQ contract to the extent the Work is Materials, and a “task order” sub-type to the extent the Work is Services.

3.16.2 Contractor shall verify if an ordering entity is a bona fide Co-Op Buyer before selling Materials to or providing Services for them under the Contract. The current list of Co-Op Buyers is available on the State Procurement Office website:

https://spo.az.gov/programs/cooperative

3.16.2.1 Contractor shall sell to Co-Op Buyers at the same price and on the same lead times and other terms and conditions under which it sells to Eligible Agencies, with the sole exception of any legitimately additional costs for extraordinary shipping or delivery requirements if the Co-Op Buyer is having Materials delivered or installed or Services performed at locations not contemplated in the contracted pricing (e.g.

delivery to a location outside Arizona).

3.16.2.2 Contractor shall pay State an administrative fee against all Contract sales to Co-Op Buyers, as provided for under A.R.S. § 41-2633. The fee rate is one (1%) percent. Failure to remit the administrative fees is a material breach of contract, and will entitle the State to its remedies under Article 8 and its right to terminate for default under Article 9. Method of calculation, payment procedures, and other details are provided on the State Procurement Office website:

https://spo.az.gov/suppliers/usage-reporting

3.16.3 Contractor shall submit to State a quarterly usage report documenting all Contract sales to both Eligible Agencies and Co�Op Buyers, itemized separately. Contractor shall further itemize divisions, groups or areas within a given Eligible Agency if they place Orders independently of each other. Failure to submit the report is a material breach of contract, and will entitle the State to its remedies under Article 8 and its right to terminate for default under Article 9. Contractor shall submit the report using the forms and following the instructions on the State Procurement Office website:

https://spo.az.gov/suppliers/usage-reporting

3.16.4 Contractor shall acknowledge each Order from Eligible Agencies within 1 (one) business day after receipt by either: (a) “approving” the Order electronically in The State’s e- Procurement System, which will indicate Contractor’s unqualified acceptance of the Order as�issued; or (b) “rejecting” the Order electronically in The State’s e-Procurement System, with a concurrent explanation by email to relevant originator as to the reason for rejecting it. By way of reminder, the only grounds on which the Contractor may reject or refuse an Order are those set out in subparagraph 3.12.3 [Orders are Obligatory]. Unless and until Contractor has approved the Order in The State’s e-Procurement System, it will have no effect under the Contract and will not oblige either State or Contractor. If the relevant Eligible Agency explicitly instructs at the time that a verbal acceptance is sufficient because of urgency or other unusual circumstances and Contractor duly gives its verbal acceptance, then Contractor will be deemed to have accepted the Order immediately upon commencing performance, provided that, Contractor must follow-up its verbal acceptance by accepting the Purchase Order electronically in The State’s e-Procurement System within 3 (three) business days. Contractor shall thereafter be barred from subsequently rejecting the Order in The State’s e-Procurement System and if it does so the rejection will be void.

3.16.5 Contractor shall acknowledge each Order from Co�Op Buyers in conformance with each buyer’s instructions given at the time of ordering or in any supplemental participating agreement Contractor might have with them. Orders from Co�Op Buyers create no obligation on State’s part, since they are entirely between the Co-Op Buyer and Contractor. That notwithstanding, Contractor’s obligation under the Contract is to service Co-Op Buyers commercially as though they were with an Eligible Agency, and Contractor’s refusal to do so would be a material breach of the Contract.

Section 3.15 Work on State Premises is amended as follows:

All Subsections are renumbered to 3.15.1 and 3.15.2; This replaces current number of 3.16.2 and 3.16.1.

ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED

This amendment shall be fully executed upon the electronic approval in the State e-Procurement system by the

Procurement Officer or delegate.

Available online at app.az.gov Page | 1