CTR062773_Contract_Amendment_4_Final_11.3.25.pdf

Contract Amendment Arizona Office of Tourism

1110 W. Washington Street, Suite 155, Phoenix, AZ 85007

Contract #: CTR062773 Contract Amendment: Four (4)

Effective Date: October 23, 2025

Available online at app.az.gov Page 1 of 6

In accordance with the Special Terms and Conditions, Section 3.4., Signing of Contract Amendments, and Section 5.1., Contract Amendments, the contract is amended as follows:

1. The information within Section 6.2. of the Special Terms and Conditions has been updated to ensure the State of Arizona’s insurance requirements can be fulfilled by international companies and correct outline numbering.

Original Language Revised Language

6.2 Contractor Insurance

6.2.1. Indemnification Clause

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona.

This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

6.2.2. Insurance Requirements

6.2.2.1. 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.

6.2.2.2. 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

6.2 Contractor Insurance

6.2.1. Indemnification Clause

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona.

This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

6.2.2. Insurance Requirements

6.2.2.1. 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.

6.2.2.2. 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

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6.2.3. Minimum Scope and Limits of Insurance

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

6.2.3.1. Commercial General Liability (CGL) – Occurrence Form

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

• General Aggregate $2,000,000

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

• Personal and Advertising Injury $1,000,000

• Damage to Rented Premises $50,000

• Each Occurrence $1,000,000

6.2.3.1.1. 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.

6.2.3.1.2. 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.

6.2.3.2. Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Contract.

• Combined Single Limit (CSL) $1,000,000

6.2.3.2.1. 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.

6.2.3.2.2. 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

6.2.3.3. Workers’ Compensation and Employers’ Liability Contract.

• Workers’ Compensation Statutory

• Employers’ Liability o Each Accident $1,000 additional insurance.

6.2.3. Minimum Scope and Limits of Insurance

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

6.2.3.1. Commercial General Liability (CGL) – Occurrence Form

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

• General Aggregate $2,000,000 USD

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

• Personal and Advertising Injury $1,000,000 USD

• Damage to Rented Premises $50,000 USD

• Each Occurrence $1,000,000 USD

6.2.3.1.1. 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.

6.2.3.1.2. 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

6.2.3.2. Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Contract.

• Combined Single Limit (CSL) $1,000,000 USD

6.2.3.2.1. 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.

6.2.3.2.2. 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

6.2.3.3. Workers’ Compensation and Employers’ Liability Contract.

• Workers’ Compensation Statutory

• Employers’ Liability o Each Accident $1,000 USD

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6.2.3.3.1. 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.

6.2.3.3.2. 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).

6.2.3.4. Professional Liability (Errors and Omissions Liability)

• Each Claim $2,000,000

• Annual Aggregate $2,000,000

6.2.3.4.1. 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.

6.2.3.4.2. The policy shall cover professional misconduct or

negligent acts for those positions defined in the Scope of Work of this contract.

6.2.4. Additional Insurance Requirements

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

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

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

6.2.5. Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax o Disease – Each Employee $1,000 USD o Disease – Policy Limit $1,000 USD

6.2.3.3.1. 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.

6.2.3.3.2. 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).

6.2.3.4. Professional Liability (Errors and Omissions Liability)

• Each Claim $2,000,000 USD

• Annual Aggregate $2,000,000 USD

6.2.3.4.1. 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.

6.2.3.4.2. The policy shall cover professional misconduct or

negligent acts for those positions defined in the Scope of Work of this contract.

6.2.3.5. Media Liability Coverage

• Each Claim $2,000,000 USD

• Annual Aggregate $2,000,000 USD

6.2.3.5.1. Such insurance shall cover any and all errors and

omissions or negligent acts in the production of content, including but not limited to plagiarism, defamation, libel, slander, false advertising, invasion of privacy, and infringement of copyright, title, slogan, trademark, service mark and trade dress.

6.2.3.5.2. In the event that the Media 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.

6.2.4. Additional Insurance Requirements

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

6.2.4.1.The Contractor's policies, as applicable, shall stipulate that the

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Number).

6.2.6. Acceptability of Insurers

Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

6.3.6 Verification of Coverage

Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that Contractor has the insurance as required by this Contract.

An authorized representative of the insurer shall sign the certificates.

6.3.6.1 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.

6.3.6.2 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.

6.3.6.3 All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

6.3.7 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.

6.3.8 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.

6.3.9 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.

insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E).

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

6.2.5. Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number).

6.2.6. Acceptability of Insurers

Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

6.3.6 Verification of Coverage

Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that Contractor has the insurance as required by this Contract.

An authorized representative of the insurer shall sign the certificates.

6.3.6.1 Certificates of insurance must be provided in English or translated through a certified service provider at the Contractor’s expense.

6.3.6.1 All insurance policy amounts shall be in United States dollars (USD). Any other currency denomination is subject to additional approval and may require higher limits to satisfy the State’s risk analysis of coverage equivalency and/or exchange rate volatility.

6.3.6.3 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.

6.3.6.4 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.

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6.3.6.5 All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

6.3.7 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.

6.3.8 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.

6.3.9 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.

RECITALS

The State and Supplier entered into that certain agreement titled Master Agreement effective as of November 9, 2022, pursuant to which Supplier is to provide Travel Trade and Media Relations Services in the United Kingdom.

Thereafter Amendment Number One (1) to extend the contract period from November 9, 2023 to November 8, 2024 was executed on September 25, 2023.

Thereafter Amendment Number Two (2) to extend the contract period from November 9, 2024 to November 8, 2025, was executed on September 13, 2024.

Thereafter Amendment Number Three (3) was executed on July 1, 2025 to extend the contract period from November 9, 2025 to November 8, 2026 and amend the contract as follows:

1. The following table outlines the revisions to the Scope of Work, Section 2.2.3., Fulfillment, in order to clarify service and reimbursement expectations regarding this component of the monthly retainer.

Original Language Revised Language

2.2.3. Fulfillment: The Contractor shall provide information on Arizona in response to requests from the media and consumers. AOT will provide collateral for inquiries and requests contingent on availability. AOT will

2.2.3. Fulfillment: The Contractor shall provide information on Arizona in response to requests from consumers, media and/or travel trade entities. AOT will provide collateral for inquiries and requests

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2.2.3.1. Arizona Official State Travel Guide (OSTG)

2.2.3.2. Arizona Official State Map

2.2.3.3. Other niche brochures as needed (Opt Outside, Wine guide, etc.)

2.2.3.4. Access to images in the AOT online photo library

2.2.3.5. Film footage with scenes from around the state

2.2.3.6. Destination video

Fulfillment inquiries including contact information, type of inquiry (consumer, tour operator, media representative, etc.) and items requested shall be included as a component of the monthly report.

contingent on availability. Fulfillment inquiries including contact information, type of inquiry (consumer, tour operator, media representative, etc.) and items requested shall be included as a component of the monthly report.

2.2.3.1. AOT will reimburse the shipping costs for the collateral listed below on a monthly basis with the appropriate back-up cost documentation.

2.2.3.1.1. Arizona Official State Travel Guide (OSTG)

2.2.3.1.2. Arizona Official State Map

2.2.3.1.3. Other niche brochures as needed (Opt Outside, Wine guide, etc.)

2.2.3.1.4. Access to images in the AOT online photo library

2.2.3.1.5. Film footage with scenes from around the state

2.2.3.1.6. Destination video

2.2.3.2. All other costs associated with fulfillment, such as phyiscal storage space or order management software, are to be included in the monthly retainer. Only costs directly associated with the Arizona Office of Tourism’s account will be approved for reimbursement.

2. The following table outlines the revisions to the Scope of Work, Section 2.4.2., Fulfillment, in order to clarify service and reimbursement expectations regarding this component of the monthly retainer.

Original Language Revised Language

2.4.2. Fulfillment: The Contractor shall provide information on Arizona in response to requests from the media and consumers. AOT will provide collateral for inquiries and requests contingent on availability. AOT will reimburse the shipping costs for the collateral listed below on a monthly basis with the appropriate back-up documentation.

2.4.2.1. Arizona Official State Travel Guide (OSTG)

2.4.2.2. Arizona Official State Map

2.4.2.3. Other niche brochures as needed (Opt Outside, Wine guide, etc.)

2.4.2.4. Access to images in the AOT online photo library

2.4.2.5. Film footage with scenes from around the state

2.4.2.6. Destination video

Fulfillment inquiries including contact information, type of inquiry (consumer, tour operator, media representative, etc.) and items requested shall be included as a component of the monthly report.

2.4.2. Fulfillment: The Contractor shall provide information on Arizona in response to requests from consumers, media and/or travel trade entities. AOT will provide collateral for inquiries and requests contingent on availability. Fulfillment inquiries including contact information, type of inquiry (consumer, tour operator, media representative, etc.) and items requested shall be included as a component of the monthly report.

2.4.2.1. AOT will reimburse the shipping costs for the collateral listed below on a monthly basis with the appropriate back-up cost documentation.

2.4.2.1.1. Arizona Official State Travel Guide (OSTG)

2.4.2.1.2. Arizona Official State Map

2.4.2.1.3. Other niche brochures as needed (Opt Outside, Wine guide, etc.)

2.4.2.1.4. Access to images in the AOT online photo library

2.4.2.1.5. Film footage with scenes from around the state

2.4.2.1.6. Destination video

2.4.2.2. All other costs associated with fulfillment, such as phyiscal storage space or order management software, are to be included in the monthly retainer. Only costs directly associated with the Arizona Office of Tourism’s account will be approved for reimbursement.

ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED