CTR078632_Contract_Documents.pdf

OFFER AND ACCEPTANCE

BPM006997

Arizona Game and Fish Department Purchasing Office

5000 West Carefree Highway Phoenix, Arizona 85086

BPM006997 - CTR078632

Offer and Acceptance Form OFFER

TO THE STATE OF ARIZONA:

The Undersigned hereby offers and agrees to furnish the material, service or construction in compliance with all terms, conditions, specifications and amendments in the Solicitation and any written exceptions in the offer.

Company Name Signature of Person Authorized to Sign Offer

Address Printed Name

City State Zip Title

Phone:

Fax:

Contact Email Address

By signature in the Offer section above, the Offeror certifies:

1. The Offeror shall not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, State Executive Order 2009-��RU�$�5�6�����������WKURXJK������

2. The Offeror 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 shall result in rejection of the offer. Signing the offer with a false statement shall void the offer, any resulting contract and may be subject to legal remedies provided by law.

3. The Offeror certifies compliance with A.R.S.§41-�����ZKHQ�RIIHULQJ�HOHFWURQLFV�RU�LQIRUPDWLRQ�WHFKQRORJ\�SURGXFWV��VHUYLFHV�RU� maintenance.

4. The Offeror is not debarred from, or otherwise prohibited from participating in any contract awarded by any 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.

This Contract shall henceforth be referred to as Contract No. CTR078632.

The effective date of the Contract is September 9, 2025.

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, contact release document or Procurement’s written notice to proceed.

State of Arizona Awarded this 9th day of September, 2025

Kristen Micurescu, CPPB, as Branch Chief and not personally

Bushtex Inc.

723 W Guadalupe Rd

Gilbert AZ 85233

Michael Reid

Michael Reid

Business Development/Project Manager

(602) 541-6117

(480) 832-0943

Signature of Person Authorized

THE STATE OF ARIZONA

GAME AND FISH DEPARTMENT

5000 W. CAREFREE HIGHWAY

Phoenix, AZ 85086-5000

(602) 942-3000 •WWW.AZGFD.GOV

Request for Quotation REQUEST FOR QUOTATION with Evaluation Criteria

SOLICITATION NO: BPM007084 BID DUE DATE: August 4, 2025 by 3:00 P.M. MST.

This procurement is expected to be less than $100,000. In accordance with A.R.S. § 41-2535 and A.A.C. R2-7-D301 purchases under $100,000 are restricted to small businesses. A small business is one that, including its affiliates, is independently owned and operated, is not dominant in the type of business it conducts, and which employs fewer than 100 full-time employees OR which had gross receipts of less than $4 million dollars in its last fiscal year (A.A.C. R2-7-101 (44). NON-SMALL

BUSINESSES WILL BE CONSIDERED IF NO SMALL BUSINESSES SUBMIT QUALIFIED

BIDS.

Bids received in APP located at https://app.az.gov by the due date and time will be opened. The name of each Offeror and their un-evaluated pricing will be publicly available. Bids are to be submitted in the State’s APP system prior to the date and time indicated above. Late bids will not be considered.

Bids submitted outside of the APP system may be rejected.

Branch: AGENCY-WIDE Material and/or Service: WEBCAMS AND STREAMING SERVICES FOR WILDLIFE VIEWING Contract Type: TERM Contract Term: ONE YEAR-EXTENDABLE

A PREBID CONFERENCE WILL NOT BE HELD.

Procurement Contact:

Donna Bailloux Phone: 480-617-5182 Fax: 623-236-7327 Email: dbailloux@azgfd.gov July 28, 2025 https://app.az.gov/

TABLE OF CONTENTS Arizona Game and Fish Department Purchasing Office

5000 West Carefree Highway Phoenix, Arizona 85086

SOLICITATION NO. BPM007084

Table of Contents

Contents

REQUEST FOR QUOTATION

TABLE OF CONTENTS

INTRODUCTION AND BACKGROUND

SCOPE OF WORK

EVALUATION CRITERIA

DEFINITION OF KEY WORDS USED IN THE RFQ

SPECIAL TERMS AND CONDITIONS

UNIFORM TERMS AND CONDITIONS

ADDENDUM I – INSURANCE REQUIREMENTS

QUESTIONS AND ANSWERS

Additional documents located in the “RFX Exhibits” tab of APP are incorporated herein by reference.

INTRODUCTION AND BACKGROUND Arizona Game and Fish Department

Introduction and Background

1. INTRODUCTION

1.1 This document constitutes a Request for Quotation (RFQ), via competitive sealed bids from qualified individuals and organizations to perform the Scope of Work set forth herein.

1.2 For ease of use, this document includes the Introduction and Background and the Scope of Work, including indemnity and insurance requirements. Additional documents located in the “RFX Exhibits” tab of APP are included herein by reference.

2. BACKGROUND

2.1 The Arizona Game and Fish Department (AZGFD) strives to increase public awareness for the appreciation of wildlife.

2.2 AZGFD has deployed four different live stream Axis brand PTZ or Dahua cameras for wildlife viewing throughout the state as follows:

• One remote solar powered stream camera of wintering Sandhill cranes in southeastern AZ

• One nest camera located at Lake Pleasant focused on Bald Eagles

• One bat roost camera located at Cluff Ranch Wildlife Area

• One barn owl nest box camera located in southeastern AZ

2.3 The four cameras stream under different circumstances and conditions (remote location, heat, cold, underwater, varying platforms (DSL, cable, fixed wireless, etc.).

2.4 These variations require unique and innovative system design and applications.

2.5 Since the streaming cameras are active simultaneously, there are various logistics and conditions that must be addressed for reliable and effective distribution on a single system.

2.6 AZGFD is interested in adding more cameras across the state over the next five years.

2.7 AZGFD is requesting proposals to select a single provider for a comprehensive solution for live streaming that would be accessible to the public from AZGFD’s website.

SCOPE OF WORK Arizona Game and Fish Department

Scope of Work

1. GENERAL REQUIREMENTS

AZGFD is requesting proposals for Webcams and Streaming Services in accordance with the Solicitation.

Negotiations may be held for this Solicitation. The Proposal submitted shall fully describe the method by which the offeror proposes to meet or exceed the requirements described. This information shall be provided in the “Required Forms” attachment of the Request for Quotation in the Arizona Procurement Portal (APP).

2. SPECIFIC REQUIREMENTS

Contractor shall be able to provide all-inclusive solutions for live streaming services including, but not limited to, all necessary equipment and hardware (webcam, cabling, enclosure, mounting, software if required, etc.), live-streaming services, consulting services, system design services, integration services, installation services and maintenance/support/repair services for a variety of species and locations.

2.1 Streaming Services

2.1.1 Contractor shall provide comprehensive, live streaming services for existing, mounted webcams under various locations and weather conditions (i.e. cameras mounted in remote locations, in trees, on buildings, underwater, etc. with varying platforms such as DSL, cable, fixed wireless, etc.) and under weather conditions such as high temperatures, low temperatures, rain, sleet, snow, etc.)

2.1.2 Contractor shall provide managed live streaming services for multiple cam systems to feed into one location while allowing viewing of separated sub locations; cam control portal must be accessible for single control (i.e. all cameras are controlled by AZGFD from the single portal.)

2.1.3 Contractor shall supply complete solar-powered network system to include remote location requirements.

2.1.4 Contractor shall supply internet circuit extension.

2.1.5 Contractor shall provide any device support (any screen, any device).

2.1.6 Contractor shall provide administration, consulting, customer and technical support as needed.

2.1.7 Contractor shall supply digital engagement data, such as the number of unique IP addresses and locations of IP’s on a monthly basis.

2.2 Webcams (for future purchases if needed)

2.2.1 Contractor shall provide a discount off list for webcams that meet or exceed the following

Specifications:

2.2.1.1 Webcam shall be Internet Protocol (network) camera with H.264 encoding

2.2.1.2 Must support AAC Audio, IR cut filter, IP66 rating camera enclosures with pan/tilt/zoom control.

2.2.1.3 720p resolution or better

2.2.1.4 Pan/tilt/zoom 1080p IP camera such as the Axis P5635-E HD, Dahua, equivalent or better, with audio integration capabilities to include Omni or unidirectional microphone assembly.

2.3 AZGFD Responsibilities

2.3.1 AZGFD shall identify subject sites based upon the greatest appeal of engagement.

2.3.2 AZGFD shall provide biological expertise to guide project development and operation.

2.3.3 AZGFD shall coordinate with other management agencies for the development and excavation of the project (access points, permits, architectural clearances, etc.)

2.3.4 AZGFD shall provide a platform, venue and content for viewing wildlife on AZGFD’s website.

3. SCHEDULE

AZGFD’s immediate need is to identify a Contractor to install and/or provide streaming services within a September-October 2025 timeframe for a multi-species wildlife camera that has already been purchased and is located at a Commission-owned property within the state of Arizona.

Additional products and services for future locations will be identified as needed.

EVALUATION CRITERIA

4. EVALUATION CRITERIA

In accordance with the Arizona Procurement code A.R.S. § 41-2534, awards shall be made to the responsible Offeror(s) whose proposal is determined in writing to be the most advantageous to the State based upon the evaluation criteria listed below. Response to evaluation criteria is incorporated in the Required Forms.

4.1 Experience/Expertise/Reliability 55%

4.2 Method of Approach 25%

4.3 Cost 20%

In addition to the evaluation criteria, exceptions to the terms and conditions, as stated in the Uniform Instructions Section C.3, may impact an Offeror’s susceptibility for award.

DEFINITION OF KEY WORDS USED IN THE RFQ

5. DEFINITION OF KEY WORDS USED IN THE RFQ:

5.1 Will, Must, Shall: Indicates a mandatory requirement. Failure to meet these mandatory requirements may result in the rejection of a proposal as non-responsive.

5.2 Should: Indicates something that is recommended but not mandatory. If the Offeror fails to provide recommended information, the State may, at its sole option, ask the Offeror to provide the information or evaluate the proposal without the information.

5.3 May: Indicates something that is not mandatory but is permissible.

SPECIAL TERMS AND CONDITIONS

Arizona Game and Fish Department

1. CONTACTS

Offerors should carefully review this solicitation for defects and questionable or objectionable matter.

Comments or questions shall be entered in the “Discussion Forum” tab of the solicitation in Arizona Procurement Portal (APP). As a secondary means of submitting written comments, direct comments to the attention of the Procurement Officer named in Arizona Procurement Portal for this solicitation. Such communication should be sent no less than five (5) business days prior to the solicitation due date and time.

Protests based on any omission or error, or on the content of the solicitation, may be disallowed if these faults have not been previously brought to the attention of the AZGFD as required herein.

2. SYSTEM FUNCTIONALITY QUESTIONS

Questions regarding the functionality of, or otherwise navigating within the Arizona Procurement Portal system should be directed to the Arizona Procurement Portal Help Desk at app@azdoa.gov or 602-542- 7600.

3. REQUIRED INFORMATION

Offerors shall complete and submit the forms and attachments titled “Required Forms” in Arizona Procurement Portal’s “Attachments” tab for this solicitation. Failure to provide all information requested may result in a bid being rejected. Offerors may submit additional documents at their discretion. Any questions you wish to make to the Procurement officer need to be addressed either in Arizona Procurement Portal’s “Discussion Forum” tab or emailed to the Procurement Officer.

3.1 OFFER AND CONTRACT AWARD

Download, complete and sign the top half of the document, scan and upload into your quote in the Arizona Procurement Portal. Only an authorized representative of the Offeror shall sign the Offer and Contract Award. All information requested must be submitted.

3.2 PRICING

Enter a unit price of $1.00 on the “items” tab of your bid response in the Arizona Procurement Portal (APP). Pricing is requested on Page 10 of 12 in the “Required Forms” attachment in the Arizona Procurement Portal.

3.3 ATTACHMENTS

Download and complete all “Required Forms” and upload into your quote in the Arizona Procurement Portal.

3.4 TERMS AND CONDITIONS

Any exceptions to the Terms and Conditions of this solicitation should be included in your response documents in the Arizona Procurement Portal. Before stating objections, refer to Uniform Instructions to Offerors, Offer Preparation, Exceptions to Terms and Conditions.

4. PRE-BID CONFERENCE

If Pre-Bid Conference is being held, the time and place will be indicated in the solicitation’s ‘Pre-Bid Conference’ field as found within the State's e-Procurement system, Arizona Procurement Portal (https://app.az.gov). Attendance requirements will also be indicated in this field. See Uniform Instructions to Offerors, Pre-Offer Conference.

Persons with a disability may request a reasonable accommodation, such as a sign language interpreter or this document in an alternative format, by contacting the AZGFD Deputy Director, 5000 West Carefree Highway, Phoenix, Arizona 85086, (623) 236-7290. Requests should be made as early as possible to allow sufficient time to arrange for accommodation.

5. SITE VISITATION

If a specific jobsite is listed in the Specifications, Offerors are required to examine carefully the job site and satisfy themselves as to the man-hours and conditions to be encountered in performing the work.

Submission of a bid is prima facie evidence that the Offeror has examined the work site, plans, specifications, and amendments. The Offeror understands all work and contract requirements and is aware of all conditions that might impact work performance.

In the event of a contract awarded, no plea of ignorance of conditions that exist, or may hereafter exist, or of difficulties that may be encountered in the provision of services under the contract will be accepted as an excuse for any failure or omission on the part of the Contractor to fulfill in every detail all of the requirements of the Contract, nor accepted as a basis for any claims for extra compensation.

6. ALTERNATE BID

If the bidder submits an alternate bid, each alternate bid shall be submitted as a completely separate bid with all documents, signatures and requirements of the solicitation included.

7. BID SOLICITATION AMENDMENT ACKNOWLEDGEMENT

If the State issues an amendment (i.e., new round), the supplier will be notified via email and will be required to acknowledge receipt of the amendment and re-submit a bid if one was already submitted prior to the amendment. While submitting a response to an amendment, the supplier has the ability to copy forward previous offer responses to streamline the submission process.

Offers (quotes) received without acknowledgment of Amendments through the appropriate function in Arizona Procurement Portal may not be visible and may deemed as non-responsive.

8. EVALUATION

In accordance with the Arizona Procurement Code A.R.S. § A.R.S. § 41-2535, “Procurements Not Exceeding a Prescribed Amount; Small Businesses; Simplified Construction Procurement Program,”

Paragraph D: awards shall be made to the bidder whose bid is determined to be most advantageous to the State and conforms in all material respects to the requirements and any criteria set forth in the solicitation.

See also Uniform Instructions to Offerors, Evaluation. Negotiations may be held for this solicitation.

9. CLARIFICATION OF OFFER

9.1 The purpose for clarifications is to provide for a greater mutual understanding of the solicitation response. Clarifications are not negotiable and material changes to the solicitation response shall not be made by clarification.

9.2 The procurement officer may request clarification from offerors at any time after receipt of the solicitation response. Clarifications may be requested orally or in writing. If clarifications are requested orally, the offeror shall confirm the request in writing. A request for clarifications shall not be considered a determination that the offeror is susceptible for award.

10. NON-EXCLUSIVE CONTRACT

The AZGFD shall have the right to go outside of the contract to obtain similar goods or services from another source when necessary to meet the requirements of the AZGFD.

11. ESTIMATED QUANTITIES

The quantities listed in the solicitation are estimates only. Actual quantities purchased may vary from estimates. The State reserves the right to purchase greater or lesser quantities than indicated without penalty.

12. NOT A GUARANTEE OF WORK

The State makes no guarantee as to the amount of work to be assigned to any Contractor and may exercise its option not to utilize the Services requested herein. The State is under no financial obligation to any selected Contractor unless the State issues a purchase order(s) for a specific assignment(s).

13. ADDITIONAL LOCATIONS

The current locations listed in the solicitation may vary. The State and AZGFD reserves the right to add future locations as circumstances may require without penalty to fulfill the needs of the Department.

14. NEW EQUIPMENT

All equipment, materials, parts and other components incorporated in the work or an item covered by this contract shall be new, of the latest model and of the most suitable grade for the purpose intended.

Offers must be for equipment on which the original manufacturers' serial number has not been altered in any way. Throughout the contract term, the State reserves the right to reject any altered equipment.

15. BRAND NAME OR EQUIVALENT SPECIFICATION

The brand name or equivalent specification used in this solicitation is for the purpose of describing the standards of quality, performance, and characteristics desired, and are not intended to limit or restrict competition. Any offer which proposes equal quality, design, or performance will be considered if the product offered is identified in the bid, including sufficient technical information, and is determined by the State to be an equal in all material respects to the brand name product referenced in the solicitation.

16. DESCRIPTIVE LITERATURE

AZGFD reserves the right to request the complete manufacturer's descriptive literature regarding the equipment to be furnished under this solicitation or provided per the contract scope of work/Specifications.

Literature shall be sufficient in detail in order to allow full and fair evaluation of the bid submitted. Failure to include this information may result in the bid being rejected or cancellation of the contract/order.

17. INDEPENDENT CONTRACTOR

Contractor is an independent contractor and shall act in an independent capacity in performance under the Contract. Neither party is, or is to be construed as, being the employee or agent of the other party and no action, inaction, event or circumstance will be grounds for deeming it to be so.

18. SUBCONTRACTORS

Offerors may subcontract to third party vendors to meet requirements as set forth in this solicitation.

A third-party vendor is defined as being completely owned and operated separately from the Offeror.

If requested in the solicitation, the Offeror shall provide a list of all subcontractors as an attachment to your offer (quote) in Arizona Procurement Portal. All information requested on the “Subcontractors” page of the “Required Forms” attachment shall be provided. Construction services also require the Contractor’s License Number.

Neither this agreement, nor any portion thereof, may be assigned by the Contractor without the written consent of the AZGFD first having been obtained.

19. REFERENCES

If requested in the “Required Forms,” the Offeror shall provide a minimum of three (3) references that shall be current and relevant to the intended purpose of the solicitation. All information requested on the “References” page of the “Required Forms” attachment shall be provided.

20. PRICING

The total purchase price shall include pricing for product, freight, tax and other fees associated with the purchase. Pricing is to be submitted as requested in the Arizona Procurement Portal. If the solicitation requests that taxes are to be listed on a separate line, please break out the taxes from your pricing for the requested products or services and list separately as requested. Taxes will not be included in the evaluation for award in accordance with Uniform Instructions to Offerors, Offer Preparation, Identification of Taxes in Offer.

21. TAXES

The AZGFD is subject to all applicable state and local transaction privilege taxes. All applicable taxes shall be identified as requested. When applicable, the tax rate and amount shall be identified in your offer in Arizona Procurement Portal. The amount of any applicable transaction privilege or use tax of a political subdivision of this state is not a factor in determining the lowest bidder.

If this is for construction services, the amount of taxes shall be listed on a separate line from the bid amount as indicated on the “Items” tab in Arizona Procurement Portal in compliance with the Uniform Terms and Conditions, Costs and Payments, Payments.

22. INVOICING

The AZGFD will not pay for services and/or products in advance. Payments will be made 30 days after completion of services and expenses, as shown by an itemized invoice submitted by the Contractor and approved by the AZGFD. Payments will not be authorized if the invoice submitted is incomplete or does not contain the necessary justification documentation needed to properly review. Payment for items not authorized under this contract will be rejected unless authorized AZGFD personnel have given prior approval.

23. TRANSPORT AND SHIPPING TERMS

Bid prices shall be F.O.B. Destination for all regularly scheduled deliveries. ADDITIONAL FREIGHT CHARGES WILL NOT BE AUTHORIZED. Contractor shall retain title and control of all goods until they are delivered to the Arizona Game and Fish Department and acceptance has been made by a representative of the AZGFD. All risks of transportation and all related charges shall be the responsibility of the Contractor. The State will notify the Contractor promptly of any damaged goods and shall assist the Contractor in arranging for inspection.

The Contractor shall be fully responsible for the transport of the equipment to and from AZGFD, for installation and for the correction of items of workmanship not in compliance with the Specifications/Scope of Work.

The Contractor shall be responsible for any loss of, or damage to AZGFD property while such property is in the Contractor’s possession and/or subject to the Contractor’s control.

24. DELIVERY

Delivery is desired as soon as possible, but no later than 30 (thirty) days after receipt of order unless otherwise indicated in the Scope of Work/Specifications. Specify the lead time for each item on the “items” tab of APP.

The Contractor shall be responsible for delivery of all equipment in a complete and ready-for-use condition with all components functioning, cleaned, tested, lubricated and serviced. Equipment shall be delivered to the AZGFD free of decals or emblems identifying or advertising the Contractor. The standard identification of a manufacturer is acceptable. The Contractor shall be responsible for ensuring the delivery performance of subcontractors.

Delivery shall be accomplished during normal working hours, Monday thru Friday from 8 a.m. until 5 p.m.

AZGFD will not accept deliveries on State holidays unless prior arrangements have been made and agreed to by both parties.

25. ACCEPTANCE

Each delivered item shall be subject to a complete inspection by AZGFD prior to acceptance. Inspection criteria shall include, but not be limited to, conformity to the specifications, mechanical integrity, quality, workmanship and materials. Thirty calendar days shall be allowed for this process. If delivered equipment is returned to the Contractor prior to acceptance for any reason, additional periods of thirty calendar days shall be allowed for inspection when subsequent deliveries occur.

26. INDEMNIFICATION

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

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

27. INSURANCE REQUIREMENTS

Insurance requirements are mandatory in accordance with Addendum A of this document.

28. POST AWARD CONFERENCE

After award of this solicitation, the Contractor(s) may be required to participate in a post award conference.

29. CONTRACT TERM

The term of any resultant contract shall commence on the date of award and shall continue for one year unless canceled, terminated or extended as otherwise provided herein.

30. CONTRACT EXTENSION

The AZGFD reserves the right to unilaterally extend the period of any resultant contract for thirty-one (31) days beyond the stated expiration date. In addition, by mutual written agreement, any resultant contract may be extended for a supplemental period up to a maximum of forty-eight (48) months in 12-month increments.

31. PRICE ADJUSTMENT

31.1 Original Price: The original price shall remain the same for the contract term. AZGFD may review a fully documented request for a price increase only on the anniversary or renewal date of the contract, after the contract has been in effect for one year. Increases requested shall be based upon a cost increase to the Contractor that was clearly unpredictable at the time of the offer and is directly correlated to the price of the product/service contractually covered.

31.2 The request shall be submitted from 90 to 120 days prior to the anniversary or renewal date of the contract and shall be a factor in the extension review process.

31.3 Failure to submit the request within the stated timeframe and/or failure to supply adequate information with the request may result in the AZGFD not considering the request.

31.4 AZGFD, at its sole option, shall determine whether the requested price adjustment or an alternative option is in the best interest of the State. Approval shall be in the form of a contract amendment, and shall become effective on the date specified in the amendment. Upon approval by AZGFD, the Contractor shall make available all electronic and hard copy catalog/price list updates at no additional cost.

31.5 The price adjustment, if approved, will become effective upon the effective date of the contract amendment.

32. PRICE REDUCTION

Price reductions may be submitted to AZGFD for consideration at any time during the contract period.

The Contractor shall offer the AZGFD a price reduction on the contract product(s) concurrent with a published price reduction made to other customers. The Contractor shall make a written request for a price reduction which the AZGFD may accept, at its sole option. The price reduction request shall include the following:

32.1.1 A formal announcement from the manufacturer that the cost of the contract product has been reduced.

32.1.2 Documentation (i.e. published cost lists) from the manufacturer showing, to the satisfaction of AZGFD, the actual cost reduction.

32.1.3 Documentation showing that the published cost reductions have been offered to other distributors.

33. CONTRACT INQUIRY

Following award, the Contractor(s) shall contact the AZGFD Purchasing Office assigned buyer for guidance or direction in contract interpretation or questions regarding the terms, conditions or scope of the contract.

Questions regarding this scope of contract may be directed to the contract administrator.

34. CONTRACT ADMENDMENTS

The AZGFD will reserve the right to modify this contract as circumstances may require without penalty to fulfill the needs of AZGFD. The Contractor (s) will be notified prior to any changes in the contract. This Contract is issued under the authority of the Procurement Officer who signed this Contract. Changes will be completed in accordance to the Uniform Terms and Conditions, Contract Changes.

35. DISPUTES:

The AZGFD and the Contractor shall discuss and attempt to resolve any disputes. Resolution will be pursued per the Uniform Terms and Conditions, Arbitration.

36. LICENSES

Contractor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor. The Contractor shall be responsible for ensuring the current license and permit status of subcontractors, if any. Failure of the Contractor to obtain or maintain approved federal, state and local licenses and permits required for the operation of the business and performance of this IFB may be considered a failure to perform to expectations.

37. COMPLIANCE WITH FEDERAL LAWS

If the Specifications/Scope of Work indicate this procurement is using Federal funding the following clause is applicable:

The offeror is in compliance with all federal laws, regulations, permits and licenses and shall maintain in current status all federal licenses and permits required for the operation of the business conducted by the Contractor. The Contractor shall be responsible for ensuring compliance with federal laws, regulations, current license and permit status of subcontractors, if any.

38. CIVIL RIGHTS ASSURANCE STATEMENT

The Contractor and Subcontractors are subject to Title VI of the Civil Rights Act of 1964, Section 504 of Rehabilitation Act of 1973, Title II of the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Title IX of the Education Amendment of 1972, and offers all persons the opportunity to participate in programs or activities regardless of race, color, national origin, age, sex, or disability. Further, it is agreed that no individual will be turned away from or otherwise denied access to or benefit from any program or activity that is directly associated with a program of the recipient on the basis of race, color, national origin, age, sex (in educational activities) or disability.

NOTE: An Assurance Statement shall be required to be signed by an individual, private organization, or institution receiving U.S. Fish and Wildlife Service assistance under the following circumstances:

A. If the premises are at any time opened to the public.

B. If Hunter or Aquatic Resource Education, or any other information/education program sponsored by AZGFD, is held on private property.

39. CIVIL RIGHTS NOTIFICATION

The Arizona Game and Fish Department receives Federal assistance from the U.S. Fish and Wildlife Service, and thus prohibits discrimination on the basis of race, color, religion, national origin, disability, age and sex pursuant to Title VII of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, the Age Discrimination Act of 1975, Section 504 of the Rehabilitation Act of 1973 and Title II of the Americans with Disabilities Act of 1990. To request an accommodation or informational material in an alternative format or to file a discrimination complaint please contact the Deputy Director’s Office at (623) 236-7276 or by mail at 5000 West Carefree Highway, Phoenix, AZ 85086. Discrimination complaints can also be filed with the U.S. Fish and Wildlife Service, Office of Diversity and Inclusive Workforce Management, Public Civil Rights Accessibility and Disability Coordinator, 5275 Leesburg Pike, Falls Church, VA 22041. Phone: (703) 358-1724.

40. INCLUSIVE OFFERORS

Offeror(s) are encouraged to make every effort to utilize subcontractors that are small, women-owned and/or minority owned business enterprises. Offerors who are committing a portion of their work to such subcontractors shall do so by identifying the type of service and work to be performed by providing details concerning your organization's utilization of small, women-owned and/or minority business enterprises.

Emphasis should be placed on specific areas that are subcontracted and percentage of contract utilization and how this effort will be administered and managed, including reporting requirements.

41. FEDERAL WHISTLEBLOWER CLAUSE

If the Specifications indicate this procurement is using Federal funding the following clause is applicable:

41.1 This Contract Award Recipient and employees working on this contract will be subject to the whistleblower rights and remedies in the pilot program on Award Recipient employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub.L.112~239).

41.2 The Contract Award Recipient shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712.

41.3 The Contract Award Recipient shall insert the substance of this clause, including this paragraph (c), in all sub-awards or subcontracts over the simplified acquisition threshold [$150,000], 42 CFR § 52.203-17 (as referenced in 42 CFR § 3.908-9).

42. DAVIS BACON FEDERAL REQUIREMENTS

If the Specifications indicate this procurement is using Federal funding the following clause is applicable:

Projects associated with the contracts resulting in this solicitation may be funded in part or in whole with Federal funds entrusted to the AZGFD. All contractors and sub-contractors must pay workers the prevailing wages and fringe benefits as determined by the federal government. This provision must be included in all construction contracts and sub-contracts. Projects including Federal funds are subject to all appropriate Federal requirements under Federal laws such as but not limited to the following: the Davis-Bacon Act, as amended (40 U.S.C. 276a-276a-7) and as supplemented by Department of Labor regulations (29 CFR, Part

5) which requires fair wages to be paid to construction workers on any project that is funded in whole or in part with federal dollars; Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as supplemented by the Department of Labor regulations (29CFR, Part 5) which requires affirmative nondiscrimination against workers and applicants for work on construction projects funded in whole or in part with federal monies; Title VI of the Civil Rights Act of 1964 (PL88-352) and regulations issued pursuant thereto (24 CFR Part 1) on nondiscrimination in Federally assisted programs, the Copeland “Anti-Kick Back” Act (18 U.S.C. 874) which protects workers’ wages on projects funded in whole or in part by federal funds as well as the Immigration Reform and Control Act of 1986, Pub. L. No. 99-603, 100 Stat. 3359 requirements. For more information visit the following link: http://www.wdol.gov/dba.aspx .

43. PANDEMIC CONTRACTUAL PERFORMANCE

43.1 The State shall require a written plan that illustrates how the contractor shall perform up to contractual standards in the event of a pandemic. The state may require a copy of the plan at any time prior or post award of a contract. At a minimum, the pandemic performance plan shall include:

a) Key succession and performance planning if there is a sudden significant decrease in contractor's workforce.

b) Alternative methods to ensure there are products in the supply chain.

c) An up to date list of company contacts and organizational chart.

43.2 In the event of a pandemic, as declared by the Governor of Arizona, U.S. Government or the World Health Organization, which makes performance of any term under this contract impossible or impracticable, the State shall have the following rights:

http://www.wdol.gov/dba.aspx

a) After the official declaration of a pandemic, the State may temporarily void the contract(s) in whole or specific sections if the contractor cannot perform to the standards agreed upon in the initial terms.

b) The State shall not incur any liability if a pandemic is declared and emergency procurements are authorized by the director as per § 41-2537 of the Arizona Procurement Code.

c) Once the pandemic is officially declared over and/or the contractor can demonstrate the ability to perform, the State, at its sole discretion may reinstate the temporarily voided contract(s).

43.3 The State, at any time, may request to see a copy of the written plan from the contractor. The contactor shall produce the written plan within 72 hours of the request.

UNIFORM TERMS AND CONDITIONS

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Uniform Terms and Conditions Version 10.5

1. Definition of Terms. As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows:

1.1. “AI” means the science and engineering of making machines capable of performing tasks that are typically associated with human intelligence, such as learning and problem-solving, and includes without limitation: AI systems, classic AI, external AI, generative AI, and large language model (LLM) AI.

1.2. “Attachment” means any item the Solicitation which requires the Offeror to submit as part of the Offer.

1.3. “Contract” means the combination of the Solicitation, including the Uniform and Special Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments.

1.4. "Contract Amendment" means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract.

1.5. “Contractor” means any person who has a Contract with the State..

1.6. “Data” means recorded information, regardless of form or the media on which it may be recorded.

The term may include technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

1.7. “Days” means calendar days unless otherwise specified.

1.8. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation generally containing maps, schematics, examples of reports, or other documents that will be used to perform the requirements of the Scope of Work after contract award.

1.9. “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received.

1.10. “Materials” means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space.

1.11. “Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract.

1.12. “Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements.

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

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

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

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

2. Contract Interpretation

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

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

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

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits; then

2.3.7. Any other documents referenced or included in the Solicitation including, but not limited to, any Bid or Offer documents provided by the Contractor that do not fall into one of the above categories.

2.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract.

2.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract.

2.6. No Parol Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement

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2.7. or explain any terms used in this document and no other understanding either oral or in writing shall be binding.

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

3. Contract Administration and Operation

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

3.2. Non-Discrimination. The Contractor shall comply with State Executive Orders No. 2023-09, 2023- 01, 2009-09 and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. Contractor shall include these provisions in contracts with Subcontractors when required by Federal or State law.

3.3. Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor’s or any Subcontractor’s books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extend that the books and records relate to the performance of the Contractor or Subcontract.

3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection of the facilities or Materials covered under this Contract as required under A.R.S. § 41-2547. The State shall also have the right to test, at its own cost, the Materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor Materials testing shall constitute final acceptance of the Materials or Services. If the State determines non-compliance of the Materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.

3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation, stated in the Contract, or listed on the State’s eProcurement system. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary.

3.6. Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

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3.7. Continuous Improvement. Contractor shall recommend continuous improvements on an on-going basis in relation to any Materials and Services offered under the Contract, with a view to reducing State costs and improving the quality and efficiency of the provision of Materials or Services. State may require Contractor to engage in continuous improvements throughout the term of the Contract.

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

3.9. Ownership of Intellectual Property

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

3.9.2. “Government Purchase Rights”:

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

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

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