CTR074453_Skydio_Inc_-_Contract.pdf

Cover Sheet

Contract No.: CTR074453

Supplier Name: Skydio, Inc.

Solicitation No.: BPM006393

Contents:

• Executed Offer and Acceptance Form

• Scope, Pricing and Terms and Conditions

• Conformance Statements

Statewide Procurement Manager:

Michael Hillebrand Statewide Procurement Manager State Procurement Office Arizona Department of Administration 1802 West Jackson Street - Number 100 Phoenix AZ 85007 Michael.Hillebrand@azdoa.gov Office: 602-542-4229

Solicitation Attachment – Offer and Acceptance | Revision No. 6 | Revised 03-24

Docusign Envelope ID: 97CE5673-3193-4FC6-A606-375EB7A3DDD9

Address Printed name and Title

City, State, ZIP Contact name and Title

Contact email address Contact phone number

Michael Hillebrand Statewide Procurement Manager

Procurement officer signature

Docusign Envelope ID: B1BB08C1-AFB0-43C7-B365-E09986C3E802

Request for Proposal

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned Aerial Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office 1802 West Jackson Street - Number 100

Phoenix, AZ 85007

Attachment 1 – Offer and Acceptance Form

SUBMISSION OF OFFER: The undersigned hereby offers and agrees to provide Drones, Remotely Operated Devices, Unmanned Aerial Vehicles, and Related Goods and Services in compliance with all terms, conditions, specifications, and amendments in the Solicitation and any written exceptions in the Offer indicated by the latest dated version below

3000 Clearview Way, Bldg E. Tom McLaughlin - Head of Finance, VP Corporate Controller

San Mateo, CA 94402 Tom McLaughlin

Tom.mclaughlin@skydio.com 855-463-5902

Revised Offers:

Date Signature Date Signature

Best and Final Offer:

10/28/2024

Date Signature

CERTIFICATION: By signature in the above, Offeror certifies that it:

1. Will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive Orders 2023-09, 2023-01, 2009-09 or A.R.S. §§ 41-1461 through 41-1465;

2. Has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or Service to a public servant in connection with the submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Offer with a false statement will void the Offer, any resulting contract, and may be subject to legal penalties under law;

3. Complies with A.R.S. § 18-132 when offering electronics or information technology products, Services, or maintenance;

4. Has submitted this Offer as a firm offer for 180 days following the Solicitation due date and time per the Instructions to Offers. Any extensions to the Offer Acceptance Period shall be made in accordance with the A.A.C. R2-7-C310;

5. Did not and will not involve collusion or other anti-competitive practices; and

6. Is not debarred from, or otherwise prohibited from, participating in any contract awarded by federal, state, or local government.

ACCEPTANCE OF OFFER

The offer is hereby accepted.

The Contractor is now bound to sell the Materials or Services listed by the attached Contract and based upon the Solicitation, including all terms, conditions, specifications, amendments, etc., and the Contractor’s Offer as accepted by the State.

The Contract shall henceforth be referred to as Contract No.

The effective date of the Contract is

The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this Contract until Contractor receives purchase order or written notice to proceed.

State of Arizona Awarded this day of 20

Offeror company name

Skydio, Inc.

9/25/2024

Signature of person authorized to sign Offer Date

CTR074453

11/7/2024

31 October 24 mailto:Tom.mclaughlin@skydio.com

Table of Contents

Request for Proposal under A.R.S. § 41-2534

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned Aerial

Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

1802 W. Jackson, #100

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 2 of 72

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Table of Contents

Solicitation Summary 3

Scope of Work 5

Special Terms and Conditions 11

Addendum A to the Special Terms and Conditions 46

Addendum B to the Special Terms and Conditions 51

Uniform Terms and Conditions 10.5 55

Solicitation Summary

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned Aerial

Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 3 of 72

1. What is the State Soliciting?

The Arizona Department of Administration, State Procurement Office (the State), as authorized under A.R.S. § 41-2501 et seq. is seeking to establish one or more mandatory statewide Contracts to supply drones, remotely operated devices, unmanned aerial vehicles, and related goods and services for use by the State and its eligible cooperative entities. This contract is intended for the outright purchase of drone systems, and not for as-needed drone operator services.

The State anticipates awarding contract(s) with the intent to secure service coverage statewide.

Whether or not it actually enters into any contracts, how many contracts it enters into, and how the work is awarded between those contracts are all at the State’s discretion. Furthermore, the

State will use any awarded contracts on an as-needed basis, with no guarantee as to its actual spending under them.

The State reserves the right to accept any item or combination of items specified in the Solicitation, unless the Offeror expressly restricts an item or combination of items in its Offer, and conditions its response on receiving all items for which it provided a proposal. In the event of such restriction, the State will evaluate if an award on such a basis will result in the best value and is in the best interest for the State. The State may otherwise determine, at its sole discretion, that such restriction is non-responsive and deem the Offeror ineligible for further evaluation.

2. What is in the Solicitation?

2.1. At the time of publication, the following documents are included in the Solicitation:

2.1.1. Attachment: BPM006393 Solicitation Requirements

2.1.1.1. Notice / Cover Page

2.1.1.2. Table of Contents

2.1.1.3. Solicitation Summary

2.1.1.4. Scope of Work

2.1.1.5. Special Terms and Conditions

2.1.1.6. Addendum A to the Special Terms and Conditions

2.1.1.7. Addendum B to the Special Terms and Conditions

2.1.1.8. Uniform Terms and Conditions

2.1.2. Attachment: BPM006393 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Standard Instructions to Offerors (RFP)

2.1.3. Solicitation Attachments

2.1.3.1. Offer and Acceptance

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned Aerial

Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 4 of 72

2.1.3.2. Boycott of Israel Disclosure

2.1.3.3. Forced Labor of Ethnic Uyghurs Ban

2.1.3.4. Confidential Information Designation

2.1.3.5. Conformance Statements and Exceptions Requests

2.1.3.6. Key Personnel

2.1.3.7. Letter of Insurability

2.1.3.8. References

2.1.3.9. Proposed Subcontractors

2.1.3.10. Offeror Questionnaire

2.1.3.11. Financial and Accounting Information

2.1.3.12. Offer Checklist

2.1.3.13. Pricing Document

2.2. The State may issue a Solicitation Amendment at any time after Solicitation publication and before the Offer due date. It is the responsibility of the Prospective Offeror to routinely check the APP website for any Solicitation Amendments and revised documents.

Scope of Work

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned Aerial

Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 5 of 72

Scope of Work

1.0 Purpose and Background

1.1 Purpose: The State of Arizona is seeking to establish one or more ‘statewide’ contracts to supply drones, remotely operated devices, and related goods and services for use by the State and its eligible cooperative entities. This contract is intended for the outright purchase of drone systems, and not for as-needed drone operator services.

1.2 Background: The State and its eligible cooperative entities have an increasing need to procure and deploy various unmanned devices to facilitate operations in a safe and efficient manner. Missions for these devices include operations in the air, on land, and under water. Examples of practical applications include, but are not limited to: aerial surveillance, aerial mapping, imagery, and land survey, payload delivery and transportation, bomb disposal, hazardous material handling, reconnaissance, threat pacification, search and rescue, and inspection and maintenance.

The State seeks related goods and services necessary to operate these devices in the furtherance of their missions. Examples of related goods and services include, but are not limited to: training, maintenance, parts and accessories, configuration and installation, certification and licensing, software and related software services, and countermeasure systems to aerial, terrestrial, and aquatic devices.

2.0 Scope of Goods and Services

2.1 Aerial Devices

2.1.1 Devices

2.1.1.1 Contractors selling aerial devices shall ensure that products offered meet all regulatory restrictions.

2.1.1.2 Contractors selling aerial devices shall ensure that they are duly authorized to sell the products.

2.1.1.3 Contractors selling aerial devices must notify Purchaser if their unit was refurbished or previously used prior to purchase.

2.1.1.4 Contractor must notify Purchaser of any recall notices from manufacturer and inform Purchaser of their options.

2.1.1.5 Product technical specifications and attributes must be provided to Purchaser upon request.

2.1.1.6 Contractor must specifically document at time of purchase any limitations on fitness for a particular purpose and convey a copy of such documentation to Purchaser. A general statement releasing Contractor from its implied

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned Aerial

Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 6 of 72 warranty or fitness for a particular purpose obligations on invoices, receipts, store policy, or other routine documentation sources is not applicable.

2.2 Maintenance and Configuration Services

2.2.1 Contractors providing maintenance or configuration services must disclose if their work will void any warranty from the equipment manufacturer to Purchaser prior to working on the equipment.

2.2.2 Contractor must provide Purchaser with a comprehensive itemized quote for approval prior to beginning any maintenance or configuration services.

2.2.3 Contractor must include delivery date for the completed product/work on the quote.

2.2.4 Work requiring the product to be shipped overseas must be disclosed to Purchaser. Purchaser shall have the right to require work be performed within the United States if a qualified service provider is available.

2.2.5 Payments for work done by a third party/subcontractor must be made to the Contractor.

2.2.6 Finished devices shall be tested by Contractor prior to delivery to Purchaser, and Purchaser shall have the right to require a demonstration pertaining to functionality of work performed at no additional cost prior to acceptance.

2.2.7 Parts

2.2.7.1 Contractor shall make it known to Purchaser prior to purchase if the part being sold is produced by the original equipment manufacturer (OEM) or a separate aftermarket manufacturer. Any disclaimers or consequences for using aftermarket parts instead of OEM parts must be made known to Purchaser prior to purchase.

2.2.7.2 Contractor must make it known to Purchaser if there is any associated restocking/return fee for a product ordered prior to filling the order.

2.2.7.3 Should parts for a model purchased from Contractor be discontinued by the manufacturer, or should Contractor elect to no longer stock replacement parts for a model purchased through this agreement, Contractor must notify Purchaser of the discontinuation within 30 days.

2.2.8 Training and Certification

2.2.8.1 Training classes for applicable FAA licensing and certification must be conducted by trained, qualified instructors.

2.2.9 Countermeasure Systems

2.2.9.1 Contractor shall be duly authorized to sell countermeasure systems for their intended purpose.

2.2.9.2 Materials detailing technical operating limitations must be disclosed and available to Purchaser prior to sale.

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned Aerial

Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 7 of 72

2.3 Terrestrial Devices

2.3.1 Devices

2.3.1.1 Contractors selling terrestrial devices shall ensure that products offered meet all regulatory certifications and standards.

2.3.1.2 Contractors selling terrestrial devices shall ensure that they are duly authorized to sell the products.

2.3.1.3 Contractors selling terrestrial devices must notify Purchaser if their unit was refurbished or previously used prior to purchase.

2.3.1.4 Contractor must notify Purchaser of any recall notices from manufacturer and inform Purchaser of their options.

2.3.1.5 Product technical specifications and attributes must be provided to Purchaser upon request.

2.3.1.6 Contractor must specifically document at time of purchase any limitations on fitness for a particular purpose and convey a copy of such documentation to Purchaser. A general statement releasing Contractor from its implied warranty or fitness for a particular purpose obligations on invoices, receipts, store policy, or other routine documentation sources is not applicable.

2.3.2 Maintenance and Configuration Services

2.3.2.1 Contractors providing maintenance or configuration services must disclose if their work will void any warranty from the equipment manufacturer to Purchaser prior to working on the equipment.

2.3.2.2 Contractor must provide Purchaser with a comprehensive itemized quote for approval prior to beginning any maintenance or configuration services.

2.3.2.3 Contractor must include delivery date for the completed product/work on the quote.

2.3.2.4 Work requiring the product to be shipped overseas must be disclosed to Purchaser. Purchaser shall have the right to require work be performed within the United States if a qualified service provider is available.

2.3.2.5 Payments for work done by a third party/subcontractor must be made to Contractor.

2.3.2.6 Finished devices shall be tested by contractor prior to delivery to Purchaser, and Purchaser shall have the right to require a demonstration pertaining to functionality of work performed at no additional cost prior to acceptance.

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned Aerial

Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 8 of 72

2.3.3 Parts

2.3.3.1 Contractor shall make it known to Purchaser prior to purchase if the part being sold is produced by the original equipment manufacturer (OEM) or a separate aftermarket manufacturer. Any disclaimers or

2.3.3.2 Contractor must make it known to Purchaser if there is any associated restocking/return fee for a product ordered prior to filling the order.

2.3.3.3 Should parts for a model purchased from Contractor be discontinued by manufacturer, or should Contractor elect to no longer stock replacement parts for a model purchased through this agreement, Contractor must notify Purchasers of the discontinuation within 30 days.

2.3.4 Training and Certification

2.3.4.1 Training classes for applicable licensing and certification must be conducted by trained, qualified instructors.

2.3.5 Countermeasure Systems

2.3.5.1 Contractor shall be duly authorized to sell countermeasure systems

2.3.5.2 Materials detailing technical operating limitations must be disclosed and available to Purchaser prior to sale.

2.4 Aquatic Devices

2.4.1 Devices

2.4.1.1 Contractors selling aquatic devices shall ensure that products offered meet all regulatory restrictions.

2.4.1.2 Contractors selling aquatic devices shall ensure that they are duly authorized to sell the products.

2.4.1.3 Contractors selling aquatic devices must notify Purchaser if their unit was refurbished or previously used prior to purchase.

2.4.1.4 Contractor must notify Purchaser of any recall notices from manufacturer and inform Purchaser of their options.

2.4.1.5 Product technical specifications and attributes must be provided to Purchaser upon request.

2.4.1.6 Contractor must specifically document at time of purchase any limitations on fitness for a particular purpose and convey a copy of such documentation to Purchaser. A general statement releasing Contractor from its implied warranty or fitness for a particular purpose, obligations on invoices, receipts, store policy, or other routine documentation sources is not applicable.

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned Aerial

Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 9 of 72

2.4.2 Maintenance and Configuration Services

2.4.2.1 Contractors providing maintenance or configuration services must disclose if their work will void any warranty from the equipment manufacturer to Purchaser prior to working on the equipment.

2.4.2.2 Contractor must provide Purchaser with a comprehensive itemized quote for approval prior to beginning any maintenance or configuration services.

2.4.2.3 Contractor must include delivery date for the completed product/work on the quote.

2.4.2.4 Work requiring the product to be shipped overseas must be disclosed to Purchaser. Purchaser shall have the right to require work be performed within the United States if a qualified service provider is available.

2.4.2.5 Payments for work done by a third party/subcontractor must be made to the Contractor.

2.4.2.6 Finished devices shall be tested by Contractor prior to delivery to Purchaser, and Purchaser shall have the right to require a demonstration pertaining to functionality of work performed at no additional cost prior to acceptance.

2.4.3 Parts

2.4.3.1 Contractor shall make it known to Purchaser prior to purchase if the part being sold is produced by the original equipment manufacturer (OEM) or a separate aftermarket manufacturer. Any disclaimers or

2.4.3.2 Contractor must make it known to purchaser if there is any associated restocking/return fee for a product ordered prior to filling the order.

2.4.3.3 Should parts for a model purchased from Contractor be discontinued by manufacturer, or should Contractor elect to no longer stock replacement parts for a model purchased through this agreement, Contractor must notify Purchaser of the discontinuation within 30 days.

2.4.4 Training and Certification

2.4.4.1 Training classes for applicable licensing and certification must be conducted by trained, qualified instructors.

2.4.5 Countermeasure Systems

2.4.5.1 Contractor shall be duly authorized to sell countermeasure systems

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned Aerial

Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 10 of 72

2.4.5.2 Materials detailing technical operating limitations must be disclosed and available to Purchaser prior to sale.

2.5 Software

2.5.1 Functionality

2.5.1.1 Features of the software application shall be made available to Purchaser upon request. Demonstrations may be arranged at Purchaser and Contractor mutual consent. Such demonstrations shall be at no cost to Purchaser.

2.5.1.2 Design and features of software solutions purchased by law enforcement entities shall meet all applicable Criminal Justice Information Services (CJIS) standards for their intended application by the law enforcement entity.

2.5.2 Maintenance and Support

2.5.2.1 Contractor shall provide for regular maintenance, updates, and support of purchased software applications and solutions.

2.5.2.2 Terms of any contractor maintenance and support, service level, or software license agreement that mention automatic renewal or price escalation are void. However, maintenance and support or service level agreement plans with an identified term ordered under this agreement shall survive the expiration of this agreement until the identified term has expired.

2.5.2.3 Contractor shall provide telephone support during business hours and maintain ticket tracking and problem escalation and prioritization procedures.

2.5.3 Configuration and Professional Services

2.5.3.1 Configuration, customization, implementation, training, or other professional services shall be quoted as a not to exceed, all-inclusive project price with identified project timelines and payment/deliverable milestones.

Special Terms and Conditions

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned

Aerial Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 11 of 72

The Special Terms and Conditions modify the Uniform Terms and Conditions. It can modify them by replacing, deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and incorporated by Contract Amendment.

1. Definition of Terms: As used in the Contract, the terms listed below are defined as follows:

1.1. Acceptance: The document titled “Offer and Acceptance Form” bearing the state contract number once Procurement Officer has signed it to signify (1) State’s formal acceptance of the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not to be confused with the term “acceptance” used throughout the Contract in the context of delivery, inspection, etc., with respect to Materials or Services.

1.2. Accepted Offer:

1.2.1. If State did not request a Revised Offer, then “Accepted Offer” means the

Initial Offer.

1.2.2. If State requested a Revised Offer but not a Best and Final Offer, then

“Accepted Offer” means the latest Revised Offer.

1.2.3. If State requested a Best and Final Offer, then “Accepted Offer” means the

Best and Final Offer.

1.3. “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.

1.4. Arizona Procurement Code: The Arizona Procurement Code consists of Arizona Revised

Statutes (A.R.S.) §§ 41-2501 et seq. and Arizona Administrative Code (A.A.C.) R2-7-101 et seq. There is additional information in the Solicitation Instructions regarding how to access these state statutes and rules.

1.5. Arizona Risk and Authorization Management Program (AZRAMP): is used by the Arizona

Department of Homeland Security to evaluate Cloud services and Contractors that will transfer, process, or store state data outside of state-managed or controlled networks, and has three levels of control review:

1.5.1. AZ Mandatory Control Baseline: 35 Controls

1.5.2. NIST Low Impact Control Baseline: Public Data Classification

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned

Aerial Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 12 of 72

1.5.3. NIST Moderate Impact Control Baseline: Confidential Data Classification

1.6. Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona Department of Revenue (DOR) website at: https://azdor.gov/transaction-privilege-tax-tpt

1.7. Attachment. Any item that:

1.7.1. The Solicitation required Offeror to submit as part of the Offer (e.g., Initial

Offer, Revised Offer, or Best and Final Offer);

1.7.2. Was attached to an Offer when submitted; and

1.7.3. Was included in the Accepted Offer.

1.8. Cloud Services: Cloud or Cloud Services means any Software as a Service (SaaS), Infrastructure as a Service (IaaS), or Platform as a Service (Paas) involving the transfer, processing, or storage of state Data outside the control of state-managed and controlled networks.

1.9. Contract Terms and Conditions: The Special Terms and Conditions and the Uniform

Terms and Conditions taken collectively.

1.10. Contractor: The Person identified on the Accepted Offer who has entered into the Contract with the State.

1.11. Contractor Indemnitor: Contractor or any of its owners, officers, directors, agents, employees, or Subcontractors.

1.12. 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 I.R.S. under

Section 501(c)(3) through 501(c)(6) of the tax code.

1.13. Data Breach: Data Breach is used herein as defined as stated in A.R.S. Title 18, chapter

5, article 4 (Data Security Breaches), or in any relevant state or federal standard, to indicate an unauthorized acquisition of and unauthorized access that materially https://azdor.gov/transaction-privilege-tax-tpt

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned

Aerial Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 13 of 72 compromises the security or confidentiality of unencrypted and unredacted computerized personal information maintained as part of a database of personal information regarding multiple individuals.

1.14. Eligible Agency:

1.14.1. 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.

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

1.14.3. If the Special Terms and Conditions indicate that the Contract is a

“cooperative” contract available for use by Co-Op Buyers, then “Eligible

Agency” means any State of Arizona department, agency, university, commission, board, or any Co-Op Buyer.

1.15. Federal Risk and Authorization Management Program (FedRAMP): A federal government program that provides a standardized approach to security assessment, authorization, and continuous monitoring specifically for Cloud products and services relied upon by federal entities that store, process and transmit federal information.

1.16. Instructions to Offerors: The Solicitation Instructions document of the Solicitation.

1.17. Order: The instrument by which the Eligible Agency or Co-Op Buyer authorizes a

Contractor to perform some or all of the Work. Whether the Contract will have one Order or many Orders depends on the scope of the Contract and how the State will use it. The

Special Terms and Conditions provide that information. Any of the following are construed as an “Order”: “Purchase order,” “task order,” “service order,” or “job order”.

1.18. State’s eProcurement System: The State’s official electronic procurement system, established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of

Administration State Procurement Office policy document Technical Bulletin No. 020, The

State’s eProcurement System–The Official State eProcurement System. Technical

Bulletin No. 020 is available online at:

https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf

1.19. State: With respect to the Contract generally, “State” means the State of Arizona and its department, agency, university, commission, or board that has executed the Contract.

With respect to administration or rights, remedies, obligations and duties under the https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned

Aerial Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 14 of 72

Contract for a given Order, “State” means each Eligible Agency or Co-Op Buyer who has issued the Order.

1.20. State Indemnitees: Collectively, the State of Arizona, its departments, agencies, universities, commissions, and boards and, and their respective officers, agents, and employees.

1.21. StateRAMP: A non-profit organization that provides a uniform approach to verifying that the cybersecurity of Cloud service providers (CSPs) meets the standards and regulations needed to do business with state and local governments.

1.22. Work: The totality of the Materials and the Services and all the acts of administration, creation, production, and performance necessary to fulfill and incidental to fulfilling all of

Contractor's obligations and duties under the Contract in conformance with the Contract and applicable laws.

2. Contract Interpretations

2.1. Usage. Where the Contract:

2.1.1. assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a reference to the Contractor and all Subcontractors, whether they are first-tier Subcontractors, sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-consultants, as well as all of Contractor’s and the

Subcontractor’s respective agents, representatives, and employees in every instance unless the context plainly requires that it is a reference only to

Contractor as apart from Subcontractors.

2.1.2. uses the permissive “may” with respect to a party’s actions, determinations, etc., the terms is to be interpreted as in A.A.C. R2-7-101(32) [Definitions]. For clarity of intent, any right given to State using “State may” or a like construction denotes discretion and freedom to act so far as any regulatory or operative constraints permit in the relevant circumstances, provided that: (a) where written “may, at its discretion,” the discretion extends to whatever is most advantageous to State; and (b) where written only as “may,” the discretion is constrained by what is fair, reasonable, and as accommodating of the respective best interests of both parties as practicable under the circumstances;

2.1.3. uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to be interpreted as in A.A.C. R2-7-101(44) [Definitions]. Conversely, the phrase “shall not” is to be interpreted as an imperative prohibition.

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned

Aerial Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 15 of 72

2.1.4. uses the term “must” with respect to a requirement, criterion, etc., the term is to be interpreted as conveying compulsion or strict necessity;

2.1.5. uses the term “might” with respect to an event, outcome, action, etc., the term is to be interpreted as conveying contingency or non-discretionary conditionality; and

2.1.6. uses the term “will” or the phrases “is to be” or “are to be” with respect to an event, outcome, action, etc., the term or phrase is to be interpreted as conveying such certainty or imperativeness that “shall” is either unnecessary or irrelevant in that instance.

2.2. Contract Order of Precedence

2.2.1. Complementary Documents. All of the documents forming the Contract are complementary. If certain work, requirements, obligations, or duties are set out only in one but not in another, Contractor shall carry out the Work as though the relevant Work, requirements, obligations, or duties had been fully described in all, consistent with the other documents forming the Contract and as is reasonably inferable from them as being necessary to produce complete results.

2.2.2. Conflicts. In case of any inconsistency, conflict, or ambiguity among the documents forming the Contract and their provisions, they are to prevail in the following order, descending from most dominate to most subordinate, provided that, among categories of documents or provisions having the same rank, the document or provision with the latest date prevails. Information being identified in one document, but not in another, is not to be considered a conflict or inconsistency.

2.2.2.1. Contract Amendments;

2.2.2.2. The final Solicitation Documents, in the following order:

(1) Special Terms and Conditions;

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

(4) Scope of Work;

(5) Exhibits to the Scope of Work;

(6) Specifications; and

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned

Aerial Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 16 of 72

(7) Any other documents referenced or included in the

Solicitation;

2.2.2.3. Orders, in reverse chronological order; and

2.2.2.4. Accepted Offer.

2.2.3. Attachments and Exhibits. For clarity of intent, if an item was an Attachment in the Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was subsequently made into an Exhibit, or its content was incorporated into one of the other Contract documents, then that Attachment no longer exists contractually as an “Attachment” since it has at that point been made into some other Contract document. In every other case, an Attachment and the Offeror Data therein remain part of the Accepted Offer for purposes of precedence and contractual effect.

3. Contract Administration and Operation

3.1. Term of Contract. The term of the Contract will commence on the date indicated on the

Acceptance and continue for twelve (12) months unless canceled, terminated, or permissibly extended.

3.2. Contract Extensions. State may at its discretion extend the initial Contract term in increments of one (1) 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.

3.3. Notices and Correspondence

3.3.1. To Contractor. State shall address all Contract correspondence other than formal notices to the email address indicated as “Default for Type” for “General

Mailing Address” in Contractor’s corresponding State’s eProcurement System

Vendor Profile; and address any required notices to Contractor to the “Contact

Name and Title” at the “Mailing Address” indicated on the Accepted Offer, as that address might have been amended during the term of the Contract.

3.3.2. To State. Contractor shall address all Contract correspondence other than formal notices to the email address indicated in “Contact Instructions” in the

State’s eProcurement System Summary for State; and address any required notices to State via email to the Procurement Officer identified as “Purchaser” in the State’s eProcurement System and via mail to the following mailing address:

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned

Aerial Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 17 of 72

Arizona Department of Administration

State Procurement Office

1802 W. Jackson, #100,

3.3.3. Changes. State may change the designated Procurement Officer, update contact information, or change the applicable mailing address.

3.4. Signing of Contract Amendments. Contractor’s counter-signature (or “approval” in the

State’s eProcurement System, in the case of an amendment) is not required to give effect if the Contract Amendment only covers either:

3.4.1. extension of the term of the Contract within the maximum aggregate term; or

3.4.2. modifications of a clerical nature that have no effect on terms, conditions, price, scope, or other material aspect of the Contract.

In every case other than those listed in 3.4.1 and 3.4.2 above, both parties’ signatures

(or “approval” in the State’s eProcurement System in the case of an Amendment) are required to give it effect.

3.5. Click-through Terms and Conditions. If either party uses a web-based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any software based ordering system with respect to the Contract

(each an “Electronic Ordering System”), the parties acknowledge and agree that an

Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract. Accordingly, where an authorized State user is required to “click through” or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering System, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any

Materials or Services, those terms and conditions will also be void.

3.6. Books and Records

3.6.1. Retain Records. In addition to the audit rights detailed in the Uniform Terms and Conditions, State also requires that, pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to any cost and pricing Data submitted in satisfaction of § 41-2543 for the period specified in the statute.

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned

Aerial Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 18 of 72

3.6.2. Usage Information. Additionally, any and all information (including, but not limited to, documentation or Data) related to Eligible Agency and Co-Op Buyer usage retained solely within the Contractor’s system (for example, related to punch-out or Contractor catalog sales) shall be considered public information or information that can be shared with and distributed by the State freely and for any purpose under the State’s government purpose rights detailed in

Section 3 of the Uniform Terms and Conditions [Ownership of Intellectual

Property]. Any modifications to this Contract notwithstanding, the State shall have free use of any and all information related to Eligible Agency or Co-Op

Buyer purchasing. Upon request by the State, Contractor shall promptly provide the State with any usage information requested and shall not attempt to limit the State's use in any way.

3.6.3. Right To Audit. The retained books and records are subject to audit by State during that period. Pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to performance under the Contract for the period specified in the statute and those retained books and records are subject to audit by State during that period.

3.6.4. Auditing. Contractor or Subcontractor shall either make all such books and records under subparagraphs 3.6.1 and 3.6.2 available to State at all reasonable times or produce the records at a designated State office on State’s demand, the choice of which being at State’s discretion. For the purpose of this paragraph, “reasonable times” are during normal business hours and in such a manner so as to not unreasonably interfere with normal business activities.

3.7. Subcontract

3.7.1. Initial list. At the time of Contract execution, Contractor’s candidate

Subcontractors were identified in Attachment Proposed Subcontractors to the

Accepted Offer [Proposed Subcontractors]. Agreeing to them being included in the Accepted Offer signified Procurement Officer’s advance consent for

Contractor to enter into a Subcontract with each candidate, which Contractor shall do as promptly as necessary to ensure its ability to carry out the Work in a timely manner.

3.7.2. Additional names. Contractor shall not enter into a Subcontract to perform

Work under the Contract, without first obtaining Procurement Officer’s written consent with any prospective Subcontractor that (a) was not listed on the

Attachment Proposed Subcontractors at time of Contract execution or (b) is for any Materials or Services categories other than the ones for which they were

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned

Aerial Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 19 of 72 previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement

Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it.

Approval of additional subcontractors shall be added to the Contract by a bilateral Contract Amendment.

3.7.3. Flow-down. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as appropriate. When making any post-execution consent requests, Contractor shall include its warrant that it will do the same for the pending Subcontracts covered by the request. Entering into Subcontracts will not relieve Contractor of any of its obligations or duties under the Contract, including, among other things, the duty to supervise and coordinate the work of Subcontractors.

Nothing contained in any Subcontract will create or is to be construed as creating any contractual relationship between State and the Subcontractor.

3.8. Orders

3.8.1. Order Sufficiency. The Contract was awarded in accordance with the Arizona

Procurement Code; the transactions and procedures required by the Arizona

Procurement Code for competitive source selection have been met. An Order issued that cites the correct State contract number will suffice to authorize the

Contractor to provide the Materials and perform the Services covered by that

Order.

3.8.2. Order Terms. All Orders are subject to the Contract Terms and Conditions; an

Order cannot modify the Contract Terms and Conditions. Any Contractor terms added to quotes or otherwise unilaterally added to Eligible Agency or Co-Op

Buyer Orders are null and void.

3.8.3. Orders are Obligatory. Until the expiration or earlier termination of the Contract, State may issue and Contractor shall accept Orders that make proper reference to the Contract and are permissible hereunder, provided that, Contractor is not obliged to accept any Order that is not consistent with the then-current pricing, lead times, specifications, or payment provisions of the

Contract. Contractor shall fulfill and complete any Orders that are begun but not yet completed as of expiration or earlier termination of the Contract unless

State instructs otherwise at the time.

3.8.4. No Minimums or Commitments. (a) Contractor shall not impose any minimum dollar amount, item count, services volume, or services duration on Orders; (b)

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned

Aerial Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 20 of 72

State makes no commitment of any kind concerning the quantity or monetary value of activity actually initiated or completed during the term of the Contract;

(c) Contractor shall only deliver or perform as authorized by Orders; and (d)

State is not limited as to the number of Orders it may issue for the Contract.

For clarity of intent, the foregoing applies equally whether an Eligible Agency issues the Order or, if applicable, a Co-Op Buyer issues it.

3.8.5. Non-contracted Materials or Services. Any attempt to knowingly represent for sales, marketing, or related purposes that Materials or Services not specifically awarded are under a State contract is a violation of the Contract and law.

3.9. Order Cancellations. State may cancel Orders within a reasonable period after issuance and at its discretion. The same method used for ordering will be used for cancellation.

3.9.1. If State cancels an Order, then State shall:

3.9.1.1. pay Contractor for any portion of the Materials and Services from that Order that have been properly delivered or performed as of the cancellation effective date; and

3.9.1.2. reimburse Contractor for actual, documented costs incurred in fulfilling the Order up to the cancellation effective date and the cost of any obligations incurred in fulfilling the Order up to the cancellation effective date that demonstrably cannot be canceled or that have pre-established cancellation penalties specified in the relevant Subcontracts, to the extent the penalties are reasonable and customary for the work in question.

3.9.2. Contractor shall not charge or be entitled to charge State for any new costs it incurs after receiving the cancellation notice; State is not liable for any

Materials that were produced, shipped, or delivered, or Services that were performed before Contractor had acknowledged the corresponding Order.

3.9.3. State shall also be able to cancel Orders freely and without any further obligation at any time prior to Contractor’s formal acknowledgement of the

Order.

3.10. The Contract is a mandatory statewide contract (per A.A.C. R2-7-607) for multiple purchases, projects, or assignments, and a cooperative contract (per A.R.S. § 41-2632 and A.A.C. R2-7-1002(B)) that 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 cooperative contract hereunder.

Solicitation No. BPM006393

Drones, Remotely Operated Devices, Unmanned

Aerial Vehicles, and Related Goods and Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 21 of 72

3.10.1. Contractor shall verify if an ordering entity is a current 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/suppliers/usage-reporting

3.10.2. 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).

3.10.3. Contractor shall pay State an administrative fee against all Contract sales to

Co‑ Op Buyers, as provided for under A.R.S. § 41‑ 2633. Rates are set in accordance with SPO Technical Bulletin (TB) 007, available on the SPO website, which may be revised at the State’s sole discretion as part of Arizona state procurement policy. For convenience (though note that this link may change over time) TB 007 may be found here:

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

Failure to remit the administrative fees is a material breach of contract, and will entitle the State to its remedies under Contract Terms and Conditions Section

8 and its right to terminate for default under Section 9. Method of calculation, payment procedures, and other details are provided on the State Procurement

Office website:

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

3.10.4. 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 Contract Terms and Conditions Section 8 and its right to terminate for default under Section 9.