CTR078461_Contract_Documents.pdf

Request for Proposal Solicitation No. BPM006336

Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

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

Attachment 1 Offer and Acceptance Form

SUBMISSION OF OFFER: The undersigned hereby offers and agrees to provide Statewide Support Service Provider (SSP) 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

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 Signature of person authorized to sign Offer Date

Address Printed name and Title

City, State, ZIP Contact name and Title

Contact email address Contact phone number

Revised Offers:

Date Signature Date Signature

Best and Final Offer:

Date Signature

Vancro Inc.

Jessica Huntzinger, VP of Operations

7/6/25

Jessica Huntzinger, VP of Operations

PO Box 1463

Castle Rock, WA 98611 jessica.huntzinger@vancro.com 702-3297132 w

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CTR078461

26th August 2520August under A.R.S. § 41-2534

Notice Page

Arizona Department of Administration State Procurement Office 1802 W. Jackson, #100

Phoenix, AZ 85007

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 1 of 56

Solicitation Number: BPM006336

Description: Statewide Support Service Provider (SSP)

Solicitation Due Date and Time: As indicated in APP

Pre-Offer Conference: Pre-Offer Conference will not be conducted

Proposals will only be accepted online in the “State’s eProcurement System”, Arizona Procurement Portal (APP), at https://app.az.gov until the “Bid/Offer Due Date” indicated in the “State’s eProcurement System” for the Solicitation No. shown at the top of this page. Proposals must be in the State Procurement Office’s possession online no later than that deadline.

Submit technical inquiries about navigating and/or submitting proposals in the State’s eProcurement System to the State’s eProcurement System Help Desk by phone at (602) 542-7600, option 2; or by email to app@azdoa.gov.

LATE PROPOSALS WILL NOT BE CONSIDERED. No extension or grace period will be given for delays or incomplete proposals caused by internet connectivity problems, file uploading difficulties, or misunderstanding of the requirements or procedures for online submission in the “State’s eProcurement System”.

It is the responsibility of the Prospective Offeror to routinely check the APP website for Solicitation Amendments. Additional instructions for preparing an Offer are included in this solicitation.

Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Solicitation contact person. Requests shall be made as early as possible to allow time to arrange for the accommodation.

https://app.az.gov/ https://app.az.gov/ mailto:app@azdoa.gov

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

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 2 of 56

Click here to return to the Table of Contents

Notice Page

Table of Contents

Solicitation Summary 3

Scope of Work 5

Special Terms and Conditions 11

Addendum A to the Special Terms and Conditions 35

Uniform Terms and Conditions 10.5 40

Solicitation Summary

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 3 of 56

Solicitation Summary

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 single-agency Contracts on behalf of Arizona Commission for the Deaf and the Hard of Hearing, and for their sole use, to provide Statewide Support and Service Provider.

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: BPM006336 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: BPM006336 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

2.1.3.2. Boycott of Israel Disclosure

Solicitation Summary

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 4 of 56

2.1.3.3. Forced Labor of Ethnic Uyghurs Ban

2.1.3.4. Confidential Information Designation

○ Confidential Information Designation (for reference only)

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. Organization Profile

2.1.3.9. Proposed Subcontractors

2.1.3.10. Experience and Capacity Response

2.1.3.11. References

2.1.3.12. Method of Approach

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. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 5 of 56

Scope of Work

Scope of Work

1. Purpose and Background

1.1. The Arizona Commission for the Deaf and the Hard of Hearing (ACDHH), on behalf of Eligible Agencies and Co-Op Buyers, seeks to establish a statewide contract with qualified vendors to provide Support Service Provider (SSP) services to DeafBlind and individuals with Combined Vision and Hearing Loss (CVHL). The goal of the SSP program is to foster autonomy, reduce social isolation, and ensure equitable access to the community, services, and information for DeafBlind/CVHL individuals through person-centered, culturally competent SSP supports.

1.2. DeafBlind individuals and individuals with CVHL often face systemic barriers to accessing environmental, visual, and auditory information. The provision of SSP services mitigates these challenges by offering human support and environmental access, thereby enabling informed decision-making and community inclusion. This Scope of Work reflects nationally recognized best practices, including those outlined by the Helen Keller National Center (HKNC) (https://learn.helenkeller.org/course/view.php?id=93#section-1),the Texas Governor’s Committee on People with Disabilities’ Report on Support Service Providers (SSPs)/CoNavigators (CNs) (https://gov.texas.gov/uploads/files/organization/diabilities/GCPD-SSP-CN-Report- 2020.pdf), and the National Center on Deaf-Blindness’ 2021 SSP White Paper (https://www.nationaldb.org/media/doc/ssp-white-paper-2021.pdf)

2. Definitions

2.1. ACDHH-Designated Staff: An ACDHH employee who has been designated by ACDHH and serves as the liaison between SSP vendor-designated program administrator(s) and

ACDHH.

2.2. Consumer: An adult (18+) who is DeafBlind or has significant CVHL and receives SSP services.

2.3. DeafBlind: A dual sensory loss of vision and hearing that impacts an individual’s ability to access information, communication, and independent mobility.

2.4. Preferred Method of Communication: The Consumer’s preferred method of communication shall be any of the following:

2.4.1. Online Portal

2.4.2. Email

2.4.3. Text

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 6 of 56

2.4.4. Videophone

2.4.5. Telephone (including Video Relay Service)

2.5. Support Service Provider (SSP): A trained, non-interpreting professional who provides visual and environmental information, and facilitates communication access for DeafBlind/CVHL individuals using their preferred communication methods. SSPs support community integration but do not serve as interpreters, personal care attendants, or advocates. SSPs may also transport Consumers as needed.

3. Scope of Work

3.1. Mandatory Requirements:

3.1.1. Service Delivery:

3.1.1.1. Provide SSP services statewide, 7 days a week, including evenings, weekends, and holidays.

3.1.1.2. Consumers are to make service requests, with at least two weeks’ notice with exception, via their Preferred Method of Communication.

3.1.1.3. Confirm receipt of all service requests within 24 hours via the Consumer’s Preferred Method of Communication.

3.1.1.3.1. All confirmed service requests are to be sent via email to ACDHH-designated staff.

3.1.1.3.1.1. ACDHH reserves the right to decline provision of SSP services due to:

• Nature of assignment, i.e. inappropriate use of SSP services

• Unforeseeable circumstances, i.e. weather, etc.

• Program funding availability

3.1.1.4. Provide confirmation of scheduled SSP assignments to the

Consumer via their Preferred Method of Communication within 48 hours.

3.1.1.5. Respond to all other communication and inquiries within three (3) business days.

3.1.2. SSP Responsibilities:

3.1.2.1. SSP’s Shall:

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 7 of 56

3.1.2.1.1. Provide assistance using accepted sighted techniques and technology.

3.1.2.1.2. Convey environmental information (visual, auditory, spatial) clearly and neutrally.

3.1.2.1.3. Facilitate communication without interpreting or

participating in the content.

3.1.2.1.4. Respect consumer autonomy and self-determination at all times.

3.1.2.1.5. Support Consumers in locations including, but not limited to:

homes, businesses, educational institutions, medical facilities, government offices, or community and social events.

3.1.2.2. SSP’s May Assist With:

3.1.2.2.1. Errands such as shopping or banking (while accompanying the consumer).

3.1.2.2.2. Accessing and understanding printed or visual information (e.g., signage, mail).

3.1.2.2.3. Attending civic, recreational, or social activities.

3.1.2.2.4. Using public transportation with the Consumer.

3.1.2.2.5. Providing accessible transportation dependent on the

Consumer’s request.

3.1.2.3. SSP’s Shall NOT:

3.1.2.3.1. Make decisions or speak on behalf of the Consumer.

3.1.2.3.2. Provide American Sign Language (ASL) interpreting, advocacy, or personal care services.

3.1.2.3.3. Engage in advocacy, benefits navigation, or system-level problem-solving.

3.1.2.3.4. Complete errands or tasks without the Consumer present.

3.1.2.3.5. Handle medications, finances, or confidential

documentation.

3.1.2.4. Training and Continuing Education for SSP’s to include:

3.1.2.4.1. Complete a minimum of 24 hours of ACDHH-approved

training focused on including, but not limited to, DeafBlind communication methods, cultural competency, ethics, boundaries, and ProTactile.

3.1.2.4.2. Participate in annual continuing education to stay current with national best practices (e.g., Helen Keller National Center standards).

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 8 of 56

3.1.2.4.3. Demonstrate proficiency in multiple tactile and low-vision communication strategies.

3.1.3. Cancellation:

3.1.3.1. If the consumer cancels their scheduled appointment more than 72 hours prior to the appointment, no fee(s) shall be billed. If the consumer cancels less than 72 hours of a scheduled appointment the following fee(s) may be billed:

3.1.3.1.1. More than 72 hours – no fee shall be billed.

3.1.3.1.2. Within 24-72 hours – 50% of assignment shall be billed.

3.1.3.1.3. Less than 24 hours – 100% of assignment shall be billed.

3.1.4. Emergency and No-Show Procedures:

3.1.4.1. Vendor is to maintain written emergency protocol.

3.1.4.2. SSPs are to wait a minimum of 15 minutes at the scheduled assignment’s start time. If the Consumer is a no-show, SSPs are to immediately inform the program coordinator.

3.1.5. Minimum Qualifications (Eligibility):

3.1.5.1. Employ or contract with SSPs who are at least 18 years of age, and pass, at minimum, a felony background check, and have valid driver’s licenses if transporting Consumers.

4. Deliverables

4.1. Within twenty-four (24) hours of receipt of a request, provide ACDHH-Designated staff confirmation via email and identify the Consumer’s Preferences of SSP’s.

4.2. Submit invoices to ACDHH-Designated staff monthly within ten (10) calendar days of each month for the previous month. Invoices must include:

4.2.1. Contract number

4.2.2. Names of Consumers serviced

4.2.3. Date/Time/Nature of assignments

4.2.4. Total hours of SSP’s provided

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 9 of 56

4.3. Updates to the roster of current SSP’s / subcontractors shall be provided to AACDHH- Designated staff upon request as well as included in quarterly reporting.

4.4. Participate in virtually quarterly program reviews (four (4) per year) with ACDHH- Designated Staff within fifteen (15) days of the submission of the quarterly reports.

4.5. Quarterly reports shall be due by the 15th of the month following the close of the previous quarter. (January, April, July, October). Quarterly reports shall include:

4.5.1. Program Statistics

• Total Consumers Service;

• Total Service Hours Provided;

• Number of Unique SSP’s Active;

• Service Regions Covered (List or map of counties/regions).

4.5.2. Utilization by Region

• Breakdown of total hours or sessions by region (e.g.

Maricopa, Pima, Tribal, Rural North, etc.)

4.5.3. SSP Roster Update

• Current list of trained and active SSP’s with:

o Name or ID (initials OK if confidential) o Language Modality Competency (e.g., Tactile ASL, PSE, Spoken English) o Date of Last Training o Background Check Status (cleared/pending) o Training Activities o Training Conducted (topics, dates, trainers, attendance) o New SSP’s Onboarded o Continuing Education Sessions Held o Planned Training for Next Quarter

4.5.4. Consumer Feedback Summary

• Overview of satisfaction survey results or summaries

• Any direct compliments or complaints received

• Action steps taken in response to feedback

4.5.5. Challenges and Risk Areas

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 10 of 56

• Missed appointments (count and reasons)

• Gaps in regional coverage

• Staffing turnover issues

• Scheduling bottlenecks

• Any contractual or ethical concerns

4.5.6. Planned Improvements / Next Quarter Goals

• Recruiting goals

• Regional outreach plans

• Planned policy updates or training modifications

• Requests for ACDHH support (if any)

4.5.7. Attachments

• Updated SSP roster

• Copies of training materials (if new)

• Redacted consumer survey excepts

Special Terms and Conditions

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 11 of 56

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

1.6. Attachment. Any item that:

1.6.1. The Solicitation required Offeror to submit as part of the Offer (e.g., Initial Offer, Revised Offer, or Best and Final Offer);

1.6.2. Was attached to an Offer when submitted; and

https://azdor.gov/transaction-privilege-tax-tpt

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 12 of 56

1.6.3. Was included in the Accepted Offer.

1.7. 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.

1.8. Contract Terms and Conditions: The Special Terms and Conditions and the Uniform Terms and Conditions taken collectively.

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

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

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 I.R.S. under Section 501(c)(3) through 501(c)(6) of the tax code.

1.12. 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 compromises the security or confidentiality of unencrypted and unredacted computerized personal information maintained as part of a database of personal information regarding multiple individuals.

1.13. Eligible Agency:

1.13.1. 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.

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 13 of 56

1.13.2. 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.

1.13.3. 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.

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

1.15. NIST: NIST is the National Institute of Standards and Technology. For more information, see https://www.nist.gov/.

1.15.1. NIST Low Impact: If a Contractor may process, transmit, or store Public State Data (per State Data Classification Policy P8110), metadata, and/or Data that may be released to the public that requires no additional levels of protection during its work under the Contract, or as directed by the State Chief Privacy Officer (Arizona Department of Homeland Security Governance, Risk, and Compliance team), then the Contractor shall comply with NIST Low Impact security controls.

1.15.2. NIST Moderate Impact: If a Contractor may process, transmit, or store Confidential State Data (per State Data Classification Policy P8110) or metadata during its work under the Contract, then the Contractor shall comply with NIST Moderate Impact security controls.

1.16. 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”.

1.17. 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

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

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 14 of 56

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

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

1.20. 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.

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;

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 15 of 56

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

(7) Any other documents referenced or included in the

Solicitation;

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

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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:

Arizona Department of Administration State Procurement Office 1802 W. Jackson, #100, Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 17 of 56

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.

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

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 18 of 56 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 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.

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

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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) 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.

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

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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. This Contract is a single-agency contract for the sole use of The Arizona Commission of the Deaf and the Hard of Hearing.

3.11. Multiple-Use Provisions. Eligible Agencies may issue Orders for Services in several forms, all of which become final and effective by a Purchase Order in the State’s eProcurement System. Orders issued by Co-Op Buyers will be in whatever form the Co-Op Buyer normally uses. Regardless of origin, Orders must cite the State contract number to be valid. State may, at its discretion in each instance, determine the scope, schedule, and price for each Order in any of the following ways:

3.11.1. By choosing some or all of the Materials or Services items covered by the Contract for which a price is established in the Contract, then preparing an

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

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Order using those prices (e.g. filling out an order form), and sending it to the Contractor;

3.11.2. By instructing Contractor to provide a comprehensive proposal of item quantities, combinations, etc., or services hours, personnel, etc., for a defined scope using those established prices as a basis, then validating and negotiating the proposal with Contractor and issuing an Order if and when reaching agreement;

3.11.3. As described in 3.11.2 above but requesting the proposal from both Contractor and other vendors who are contracted within the applicable scope categories and locations, either sequentially or concurrently, then selecting the proposal or proposals combination that is most advantageous to State; or

3.11.4. As described in 3.11.3 above but introducing ad-hoc commercial competition by making the selection and ordering conditional on obtaining more favorable prices than the contractually-established ones.

3.12. Work on State Premises

3.12.1. Compliance With Rules. Contractor is responsible for ensuring that its personnel comply with State’s rules, regulations, policies, documented practices, and documented operating procedures while delivering or installing Materials or performing Services on State’s grounds or in its facilities. For clarity of intent, the foregoing means that if Contractor is required to comply with certain security requirements in order to deliver, install, or perform at that particular location, then it shall do so nonetheless and without entitlement to any additional compensation or additional time for performance if those particular requirements are not expressly stated in the Contract. Contractor is reminded that violation of the prohibition under A.R.S. § 13-1502 against possession of weapons on State’s property by anyone for whom Contractor is responsible is a material breach of contract and grounds for termination for default.

3.12.2. Protection Of Grounds And Facilities. Contractor shall deliver or install the Materials and perform the Services without damaging any State grounds or facilities. Contractor shall repair or replace any damage it does cause promptly and at its own expense, subject to whatever instructions and restrictions State needs to make to prevent inconvenience or disruption of operations. If Contractor fails to make the necessary repairs or replacements in a timely manner, State will be entitled to exercise its remedies under paragraph 8.5 of the Uniform Terms and Conditions [Right of Offset].

3.13. Transitions

Solicitation No. BPM006336 Statewide Support Service Provider (SSP)

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 22 of 56

3.13.1. During commencement, Contractor shall attend transition meetings with any outgoing suppliers to coordinate and ease the transition so that the impact on State’s operations is kept to a minimum. State may elect to have outgoing suppliers complete some or all of their Work or Orders in progress, even if that Work could be covered under the incoming supplier’s Contract. Conversely, the State may have a continued need for the same Materials and Services upon expiration or earlier termination of the Contract. Accordingly, Contractor shall work closely with any incoming supplier and State to ensure as smooth and complete a transition transfer as is practicable.

3.13.2. Eligible Agency or Co-Op Buyers representative will coordinate all transition activities and facilitate joint development of a comprehensive transition plan by both Contractor and the incoming supplier. As with the incoming transition, State may permit Contractor, when Contractor is outgoing, to complete work or orders in progress to ease the transition as is safest and most efficient in each instance.

3.13.3. RESERVED

4. Costs and Payments

4.1. Type of Pricing. Offeror shall include only firm, fixed pricing in the Offer.

4.2. Contractor’s Best Pricing. Contractor warrants that, for the term of the Contract, the prices and discounts set out in the APP Items (F) tab AND Attachments titled Attachment 13_-_ Pricing Sheet Final, including any subsequent agreed amendment to it (the “Contract Pricing”), shall be equal to or better than the lowest prices and largest discounts, both separately and in combination, at which Contractor sells equivalent services, items of equipment, and materials.

4.2.1. That price-plus-discount equivalence (“Contractor’s Best Pricing”) is intended to be irrespective of whether or not those other sales have special purchase terms, conditions, rebates, or allowances.

4.2.2. If Contractor’s Best Pricing for equivalent services, items of equipment, and materials is better than the Contract Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor’s Best Pricing for all sales related to the Contractor made after the date when the Contractor’s Best Pricing was first better than the Contract Pricing.

4.2.3. For clarification of intent, that date is intended to be the date when the difference first occurred, which might have been before the difference was first identified. If the difference occurred before it was identified, then Supplier agrees to charge less than the Contract Pricing until the extended difference

Solicitation…