CTR078668_AZCC_-_On_Call_and_After-Hours_Call_Center_Services.pdf

Direct Contract

ARIZONA CORPORATION

COMMISSION

1300 W. Washington St.

Phoenix, AZ 85007 Contract No.: CTR078668

Description: AZCC - On Call and After-Hours Call Center Services

Direct Contract | Revision No. 2 | Revised 08-25 | Page 1 of 56

CONTRACTOR IS STRONGLY ENCOURAGED TO READ THE ENTIRE CONTRACT.

Table of Contents

Scope of Work 2

Exhibit A - Arizona State Observed Holidays 8

Exhibit B - Railroad Incident Report 9

Exhibit C - Pipeline Incident Report 10

Exhibit D – Contractor Proposal and Quote 11

Special Terms and Conditions 15

Addendum A - Contractor Insurance Requirements 34

Uniform Terms and Conditions 10.5 39

Contract Signature Page 56

Scope of Work

COMMISSION

1300 W. Washington St.

Phoenix, AZ 85007

Contract No.: CTR078668

Direct Contract | Revision No. 2 | Revised 08-25 | Page 2 of 56

1. Introduction:

1.1. Legal Authority: In accordance with Arizona Revised Statutes (A.R.S.) § 41-2532, Methods of Source Selection and Arizona Administrative Code (A.A.C.) R2-7-A301, Source Selection Method:

Determination Factors the State of Arizona Corporation Commission (ACCC/State) establishes this contract with Contact One Call Center, Inc. (Contractor) to provide the Materials or Services described herein.

1.2. Definitions:

Contractor: The person or entity providing solutions under the terms and conditions set forth in this

Master Agreement and Participating Addendum. Contractor also includes its employees, subcontractors, agents and affiliates who are providing the services agreed to under the Master Agreement and Participating Addendum.

2. Purpose:

AZCC is requesting a response for Offsite Contractor Owned or Virtual Office/Teleworkers, All-inclusive Bilingual after hours Call Center Services.

2.1. Calls must be placed and received in a secure location with sufficient technical support to assure continuity of calls.

2.1.1. Agents shall be legally located within the United States of America and subject all laws.

2.2. After Hours consist of the following:

2.2.1. 24 Hour readiness to field rollover calls when Main Line is not manned.

2.2.2. Hours after close of business to opening of business,

2.2.3. All State Holidays as identified but not limited to in Exhibit A,

2.2.4. Any other times identified in writing to the Contractor on a case-by-case basis.

2.3. Objectives: The AZCC Main Telephone Line shall have uninterrupted manned live coverage to assure there are no missed calls. The AZCC Main Telephone Line serves as an emergency notification line for Railroad and Pipeline issues. All calls must be taken by a live person that will complete the proper Incident Reports and immediately notify the proper AZCC authorities who will act accordingly.

2.4. English and Spanish are required with accessibility to other translator services preferred.

1300 W. Washington St.

Phoenix, AZ 85007

Contract No.: CTR078668

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3. Service Description

3.1. Telephone System Functionality Requirements:

3.1.1. All calls will rollover to Vendor from the AZCC Main Line and Vendor shall have a telephone system capable of handling calls in line with AZCC protocols.

3.1.2. System shall have the capacity to receive all incoming calls and not rollover to automated system

3.1.3. System shall have the ability to provide immediate access to appropriate fillable Incident Reports and auto generate a successive Incident Report Number.

• Incident Reports shall have the ability to be immediately sent by email to the

AZCC Safety address at safety@azcc.gov,

3.1.4. System shall have the ability to track which of the following entities the call is pertaining to:

• Railroad

• Pipeline

• Main Line

3.1.4..1. Main Line calls are identified as calls that do not involve an incident report and are message only calls, 3.1.4..2. Other Main Line calls are those that cannot be specifically identified as pertaining to Railroad or Pipeline.

• Calls shall be categorized for billing purposes.

3.1.5. System shall have the ability to record the call and provide a date and time stamp of the call.

• The recorded calls shall be transferable via email to AZCC

3.2. Call Volume:

3.2.1. Call volume is unpredictable. Currently the call volume is not exceeding eight (8) hours per month.

3.2.2. Peak volume periods are unpredictable.

3.2.3. Call durations along with follow up can vary quite a bit due to the unpredictability of the nature and depth of each call.

3.2.4. Low call volume ratios are not required. Vendor shall have an agent or agents available who are trained on AZCC protocols.

4. The Contractor Shall:

4.1. Provide a non-dedicated live agent to be available to take all calls for AZCC when back up support is needed. These needs may occur before, after or during business hours.

4.1.1. Normal Business hours are 8:am – 5:pm, Monday – Friday, may need rollover coverage during normal business hours when short staffed or phones not attended to.

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Phoenix, AZ 85007

Contract No.: CTR078668

Direct Contract | Revision No. 2 | Revised 08-25 | Page 4 of 56

4.2. Provide all necessary AZCC specific training to all staff who may or will make or receive calls on behalf of AZCC.

4.3. Screen and field calls

4.3.1. Identify if the call is for Railroad, Pipeline or Main Line.

4.3.2. Expectation is that all calls are handled in an expeditious and thorough manner as to capture all pertinent information.

4.4. Provide availability to field calls twenty-four (24) hours a day and seven (7) days a week.

4.4.1. Be available for rollover calls during business hours when AZCC Main Line is not answered by AZCC staff.

4.4.2. After hours, weekends and holiday (Exhibit A) support or during the business day as necessary,

4.5. Record all internal and external incoming calls and provide the recordings to AZCC when requested,

4.6. Record all internal and external outgoing calls pertaining AZCC and provide the recordings to AZCC when requested,

4.7. Take calls/messages and deliver to the Safety Division via e-mail at safety@azcc.gov,

4.8. Complete the appropriate AZCC Incident Report forms for Railroad (Exhibit B) and Pipeline (Exhibit C) (Information can be sent web-based to safety@azcc.gov),

4.8.1. Follow correct numbering system,

4.8.2. Complete each question on Incident Report forms

4.8.3. Update Incident Reports as needed,

4.8.4. Incident Reports, updates and messages shall be submitted to AZCC at safety@azcc.gov immediately after taking the call. If a call needs Supervisor notification it shall be placed immediately after the Incident Report is taken

NOTE: Incident Report quantity is determined by unpredictable call volume and an average cannot be quantified.

4.9. All detailed calls, routing logs, and emergency logs must be provided directly to Jennifer Ybarra (jxybarra@azcc.gov) and Nancy Lawrence (nlawrence@azcc.gov) on a real-time basis

4.10. Work with the Department business areas and clarify goals and further define requirements as needed.

1300 W. Washington St.

Phoenix, AZ 85007

Contract No.: CTR078668

Direct Contract | Revision No. 2 | Revised 08-25 | Page 5 of 56

4.11. Roles and Responsibilities

4.11.1. It is essential that the Contractor provides adequate experienced staff, certified/qualified personnel, capable of providing the services under this Contract.

4.12. The Contractor shall provide the deliverables in accordance with the following milestone schedule:

Milestone: Calls

Deliverable Acceptance Criteria

1. In and Outbound Calls

● All inbound calls answered within 3 rings.

● All needed Outbound calls placed within 3 minutes of completion of call.

● All calls conducted with courtesy and professionalism

Milestone: Incident Reports

Deliverable Acceptance Criteria

2. Railroad and Pipeline Incident Reports

● Proper Incident report used

● Thorough, accurate and detailed completion of reports

● All reports deliver immediately after completion of calls.

● Immediate escalation of calls to supervisor for emergency issues

Milestone: Call Logs and Recorded Calls

Deliverable Acceptance Criteria

3. Availability of Call logs and Recorded Calls

● Keep accurate and up-to-the-minute call logs always available for review.

● All calls are to be recorded and available immediately on demand.

1300 W. Washington St.

Phoenix, AZ 85007

Contract No.: CTR078668

Direct Contract | Revision No. 2 | Revised 08-25 | Page 6 of 56

5. Budget, Pricing and Billing:

5.1. Budget: This Contract shall not exceed $10,000 annually.

5.2. Pricing:

5.2.1. Provide a quote for a monthly retainer rate for services,

• Monthly Rate will be for retention and availability of services.

5.2.2. Provide a quote for a rate for per use of actual services,

• Use of Actual Services is defined as any time that a call is received or made on behalf of AZCC. The fees for per-use of actual services are billed at a per minute rate.

• The per-use of actual services rate would be unlimited based on unpredictable call volume.

5.3. Billing:

5.3.1. Contractor to provide invoices to AZCC Accounts Payable by no later than the 7th business day of the following month for services conducted,

5.3.2. Invoices shall contain the Purchase Order (PO) and Contract Numbers,

5.3.3. A call detail must accompany the invoice for the billing period for the same period to include identify the following:

• Incident Report Number (was it railroad or pipeline)

• Date and Time and Stage (was it an Initial Report or a Follow-Up) Minutes

5.3.4. Due to the requirement to allocate charges accurately between Railroad and Pipeline Safety, Contractor must provide sufficient details and breakdown between Railroad and Pipeline Safety to effectively allocate the charges.

• Vendor must be able to bill our office and split the calls by identifying them as

Railroad, Pipeline or Main Office number (Miscellaneous calls that are not really identified as Railroad or Pipeline.

6. Change Order Request A Change Order Request must comply with A.R.S. R2-7-604. In the event a change order is required, all change orders must be approved in writing by both authorized parties prior to any changes taking place.

1300 W. Washington St.

Phoenix, AZ 85007

Contract No.: CTR078668

Direct Contract | Revision No. 2 | Revised 08-25 | Page 7 of 56

7. Contract Amendment Any material changes to the project, including all changes for the addition of funds and extended dates for milestones, shall require a mutually executed Amendment.

8. Data Sharing Agreement

When determined by Agency that sharing of confidential data will occur with the Contractor, the Contractor shall complete Agency Data Sharing Request Agreement (located at:

https://aset.az.gov/policies-standards-and- procedures. T4440 - AZ Standard Data Sharing Agreement Template) and submit the completed Agreement to Agency Program Designated Staff prior to any work commencing or data shared. A separate Data Sharing Request Agreement shall be required between the Contractor and each Agency Program sharing confidential data.

9. Certifications Required by State Law.

9.1. Contractor further certifies that it shall comply with A.R.S. § 35-394, regarding use of the forced labor of ethnic Uyghurs, as applicable. Complete Attachment 1

9.2. Designation of Confidential, Trade Secret & Proprietary Information. Complete Attachment 2

10. AZCC Shall:

10.1. Provide a one-day training to contractor to outline the procedures and expectations of the contract.

10.2. Provide templates of the Railroad and Pipeline Incident Report forms.

Exhibit A Arizona State Observed Holidays

ARIZONA CORPORATION

COMMISSION

1300 W. Washington St.

Phoenix, AZ 85007

Contract No.: CTR078668

Direct Contract | Revision No. 2 | Revised 08-25 | Page 8 of 56

Exhibit A –Arizona State Observed Holidays

New Year's Day

Martin Luther King Jr./Civil Rights Day

Presidents' Day

Memorial Day

Independence Day

Labor Day

Columbus Day

Veterans' Day

Thanksgiving

Christmas Day

Exhibit B Railroad Incident Report

ARIZONA CORPORATION

COMMISSION

1300 W. Washington St.

Phoenix, AZ 85007

Contract No.: CTR078668

Direct Contract | Revision No. 2 | Revised 08-25 | Page 9 of 56

Exhibit B – Railroad Incident Report

Exhibit C Pipeline Incident Report

ARIZONA CORPORATION

COMMISSION

1300 W. Washington St.

Phoenix, AZ 85007

Contract No.: CTR078668

Direct Contract | Revision No. 2 | Revised 08-25 | Page 10 of 56

Exhibit C Pipeline Incident Report

Exhibit D Contractor Proposal and Quote

COMMISSION

1300 W. Washington St.

Phoenix, AZ 85007 Contract No.: CTR078668

Direct Contract | Revision No. 2 | Revised 08-25 | Page 11 of 56

September 5th, 2025

AZCC Proposal – Contact One Call Center

1. High-Level Overview of Proposed Solution and Approach Contact One Call Center proposes to provide bilingual, 365/24/7 live call center coverage for the Arizona Corporation Commission (AZCC) main line, including after-hours, holidays, and rollover support during business hours. Our solution ensures that all calls are answered by trained U.S.-based agents, recorded with time/date stamps, and processed according to AZCC protocols.

Our team will handle Railroad and Pipeline emergency notifications as a priority, completing incident reports in real time and immediately notifying designated AZCC contacts. Calls not requiring incident reports will be documented and delivered to the Safety Division through secure email.

Implementation will be seamless, relying on our existing infrastructure, redundant telephony systems, and established training protocols. Once contract execution is complete, we will be ready to continue service, as our agents are already fully trained on AZCC-specific procedures, tested through mock scenarios, and ready for live operation.

2. Tasks, Timeline, and Milestones The following work plan outlines implementation activities and deliverables:

Contact One has been providing call services for AZCC since November 2019. We are currently live and taking calls. This allows us to fast-track the process. We suggest reviewing the current process via Zoom, Teams, or other web meeting tool, with all relevant parties, before October 1st, 2025.

Step 1 – Contract Execution & Preparation

- Confirm contract requirements with AZCC.

- Assign Contact One project manager, Shelly Courough

- Receive AZCC-provided training (Agency participation).

- Configure call routing for rollover and after-hours coverage.

COMMISSION

1300 W. Washington St.

Phoenix, AZ 85007 Contract No.: CTR078668

Direct Contract | Revision No. 2 | Revised 08-25 | Page 12 of 56

Step 2 – Training & Testing (if required by AZCC)

- Train all designated Contact One agents on AZCC-specific protocols, including Railroad and

Pipeline incident reporting.

- Conduct mock call scenarios for quality assurance.

- Validate system integration with AZCC (test call recordings, reporting, and email notifications).

Step 3 – Go Live / Continue current services

- Begin live call coverage for AZCC.

- Implement real-time reporting to AZCC Safety Division, Jennifer Ybarra, and Nancy Lawrence.

(Active)

- Monitor the first week closely with daily QA checks.

Ongoing (Post Go-Live)

- Provide 24/7 bilingual coverage, including all holidays listed in Exhibit A.

- Maintain call recordings, logs, and incident reports.

- Submit invoices with detailed call documentation by the 7th business day of each month.

- Continuous review of procedures with AZCC to ensure compliance and improvement.

3. Methodology for Service Delivery Our methodology is built around accuracy, responsiveness, and compliance:

We script all the required information in our software to ensure all information is collected accurately. and consistently. Upon request, we can review this information in a live environment to ensure we meet all the requirements. This can be updated at any time to meet any change orders. All information collected is posted in real time to the required forms in Exhibits B and C (see attached samples of real calls)

- Technology: Calls are routed through our redundant telephony system. Incident report templates are preloaded, with auto-generated report numbers, and completed reports are securely emailed to AZCC within minutes.

- Staffing: Agents are cross-trained for AZCC-specific needs. Supervisors conduct routine monitoring to ensure calls are answered quickly and handled professionally.

- Quality Assurance: Calls are recorded and monitored. Supervisors review a sample of calls weekly, with additional spot-checks during the first 90 days

COMMISSION

1300 W. Washington St.

Phoenix, AZ 85007 Contract No.: CTR078668

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- We review and grade calls from our team monthly, and CSRs are incentivized for accuracy and professionalism.

- Escalation: Emergency calls are immediately escalated to AZCC supervisors per the incident reporting process.

3.1. Experience, Capacity, and Understanding

Purpose We understand that AZCC’s main line is an emergency notification system for Railroad and Pipeline incidents. Any delay could pose a public safety risk. Contact One is committed to uninterrupted coverage, ensuring calls are answered live and routed appropriately without reliance on automated systems. See Disaster Recovery Outline for more details

Service Description Contact One will:

- Provide 24/7 bilingual live answering with rollover support during business hours.

- Answer calls within three rings and place outbound calls within three minutes when required.

- Record all calls, maintain detailed logs, and provide them on demand.

- Complete and submit Railroad and Pipeline incident reports immediately.

- Deliver reports and messages securely via email to the Safety Division.

The Contractor Shall Contact One agrees to meet or exceed every obligation outlined in the Scope of Work, including:

- Staffing calls with trained, U.S.-based agents.

- Providing immediate availability for rollover and after-hours coverage.

- Recording, logging, and categorizing all calls (Railroad, Pipeline, Main Line).

- Ensuring all deliverables — call handling, incident reports, and logs — meet the acceptance criteria listed in the Request for Service

COMMISSION

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Phoenix, AZ 85007 Contract No.: CTR078668

Direct Contract | Revision No. 2 | Revised 08-25 | Page 14 of 56

Contact One Team overseeing AZCC

Jeff Wood, CEO, Jeffwood@wetakecalls.com

Jennifer Hoffman President Jenhoffman@wetakecalls.com

Shelly Courough is your current account manager, Shelly@wetakecalls.com

Shift Supervisors and Management can be reached 24/7 by calling our main office at 520-292-9222, should you need immediate assistance.

I have taken every effort to respond to all requirements outlined.

Should you need any additional information or clarification regarding our response, please contact me, and I will provide the requested information within 24 hours. Contact One Call Center looks forward to working with you.

Contact One Pricing Quote

$45 per month Plus $1.30 per minute

Base on the previous 12 months of current call volume we estimate that this that the monthly average cost will be between $650 and $750 per month, well under the proposed budget of $10,000 annually.

Special Terms and Conditions

COMMISSION

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Phoenix, AZ 85007 Contract No.: CTR078668

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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.

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

1.1 Acceptance: The document titled “Contract Signature Page” bearing the state contract number once Procurement Officer has signed it to signify 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 Attachment: means any document titled “Attachment” incorporated into the Contract.

1.3 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.

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

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

1.6 Contractor: The Person identified on the Contract Signature Page who has entered into the Contract with the State.

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

1.8 Eligible Agency:

1.8.1 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.

COMMISSION

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Phoenix, AZ 85007 Contract No.: CTR078668

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1.8.2 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.

1.9 Exhibit: means any document titled “Exhibit” incorporated into the Contract or placed in the Exhibits section of the Contract 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.

1.10 Order: The instrument by which the Eligible Agency 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”.

1.11 The 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

1.12 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 Contract for a given Order, “State” means each Eligible Agency who has issued the Order.

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

1.14 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.

COMMISSION

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Phoenix, AZ 85007 Contract No.: CTR078668

Direct Contract | Revision No. 2 | Revised 08-25 | Page 17 of 56

2.0 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.

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.

COMMISSION

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Phoenix, AZ 85007 Contract No.: CTR078668

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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 Contract 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 Contract, including, but not limited to any Attachments.

2.2.2.3 Orders, in reverse chronological order; and

2.2.2.4 Accepted Offer.

COMMISSION

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Phoenix, AZ 85007 Contract No.: CTR078668

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3.0 Contract Administration and Operation

3.1 Term of Contract. The term of the Contract will commence on the date indicated on the Offer and Acceptance and continue for twelve (12) months unless canceled, terminated, or permissibly extended.

3.2 Contract Extensions. State may, at its discretion, request for a mutual agreement to 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 Eligible Agency: This contract is a single-agency contract for the sole use of the Arizona

Corporation Commission.

3.4 Notices and Correspondence

3.4.1 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.

3.4.2 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 Corporation Commission Procurement Office 1300 W. Washington St., #200, Phoenix, AZ 85007

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

COMMISSION

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Phoenix, AZ 85007 Contract No.: CTR078668

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3.5 Signing of Contract Amendments. Contractor’s countersignature (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:

3.5.1 Extension of the term of the Contract within the maximum aggregate term; or

3.5.2 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.

3.6 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 usage retained solely within the Contractor’s system (for example, related to punch-out or Contractor catalog sales) shall be considered public information or information that can be shared with and distributed by the State freely and for any purpose under the State’s government purpose rights detailed in Section 3 of the Uniform Terms and Conditions [Ownership of Intellectual Property]. Any modifications to this Contract notwithstanding, the State shall have free use of any and all information related to Eligible Agency 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.

COMMISSION

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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. 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

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Direct Contract | Revision No. 2 | Revised 08-25 | Page 22 of 56 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 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. For clarity of intent, the foregoing applies equally whether an Eligible Agency issues the Order.

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.

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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 Corporation Commission.

3.10.1 Contractor shall acknowledge each Order from Eligible Agencies within one (1) business day after receipt by either: (a) “approving” the Order electronically in the State’s eProcurement System, which will indicate Contractor’s unqualified acceptance of the Order as‑issued; or (b) “rejecting” the Order electronically in the State’s eProcurement System, with a concurrent explanation by email to relevant originator as to the reason for rejecting it. By way of reminder, the only grounds on which the Contractor may reject or refuse an Order are those set out in subparagraph 3.8.3 [Orders are Obligatory]. Unless and until Contractor has approved the Order in the State’s eProcurement System, it will have no effect under the Contract and will not oblige either State or Contractor. If the relevant Eligible Agency explicitly instructs at the time that a verbal acceptance is sufficient

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Direct Contract | Revision No. 2 | Revised 08-25 | Page 24 of 56 because of urgency or other unusual circumstances and Contractor duly gives its verbal acceptance, then Contractor will be deemed to have accepted the Order immediately upon commencing performance, provided that, Contractor must follow-up its verbal acceptance by accepting the Purchase Order electronically in the State’s eProcurement System within three (3) business days. Contractor shall thereafter be barred from subsequently rejecting the Order in the State’s eProcurement System and if it does so the rejection will be void.

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. 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 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 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

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Direct Contract | Revision No. 2 | Revised 08-25 | Page 25 of 56 requirements 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].

3.12.3 Transitions

3.12.4 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.

3.12.5 Eligible Agency or State’s 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.

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4.0 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 Contract, 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 that would have been realized (i.e. if the Contractor’s Best Pricing had been applied when it should have been) has been settled.

4.3 Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the Scope of Work and all aspects of Contractor’s offer as accepted by State.

4.3.1 Details of service not explicitly stated in the Scope of Work or in Contractor’s Offer, but necessarily a part of, are deemed to be understood by Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs and profit and any other costs toward the accomplishment of the requirements in the Contract are included in the pricing provided.

4.3.2 Additional Charges. Any charges or fees not delineated in the Contract shall not be added, billed, or invoiced under the Contract.

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4.4 Price Increase. The State may review a fully documented request for a price increase. The requested increase shall be in writing and 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 concerned. Contractor must provide conclusive evidence of a need for any price increases.

4.4.1 Initial Contract prices shall be honored for one year after award of Contract.

4.4.2 All written requests for price adjustments made by the Contractor shall be initiated thirty (30) days in advance of any desired price increase to allow the State sufficient time to make a fair and equitable determination to any such requests. This may be waived upon proper documentation demonstrating the urgency of the request.

4.4.3 All price adjustments will be implemented by a formal Contract Amendment.

State shall determine whether the requested price increase or an alternate option is in the best interest of the State.

4.4.4 State expects Contractors to use Lean Six Sigma principles to reduce costs in their supply chain, and not simply pass new costs on to the State. If a price increase is requested, State will ask for evidence that Lean Six Sigma principles and tools have been used by Contractor to attempt to reduce costs in advance of any request for a price increase under the Contract.

4.5 Price Reductions. Price reductions shall be immediately passed along to State and may be submitted in writing to State for consideration at any time during the Contract period. The contractor shall offer State a price reduction on the Contract product(s) concurrent with a published price reduction made to other customers. The State at its own discretion may accept a price reduction. The price reduction request shall be in writing and include documentation showing the actual reduction of cost. Sales promotions requests shall include differences in pricing, begin, and end date of promotion along with the products covered.

4.6 Travel. Contractor shall request and receive written approval prior to any travel under the Contract in which reimbursement of expenses will be requested. Contractor will be reimbursed for actual expenses incurred in accordance with the current rates specified in the State's Travel Policy. Contractor shall itemize all per diem and lodging charges. State Travel Policy, including State rates, may be located at https://gao.az.gov/travel. Eligible

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Agency or State shall reject any claim for travel reimbursement for which Contractor did not receive prior written approval.

4.7 Funding

No particular funding considerations apart from Uniform Terms and Conditions Sections 4.5 [Availability of Funds for the Next State Fiscal Year] and 4.6 [Availability of Funds for the Current State Fiscal Year] have been identified as of the Contract execution.

4.8 Invoicing

4.8.1 Invoices Go To Ordering Entity. Contractor shall submit all billing notices or invoices to the ordering Eligible Agency at the address indicated on the applicable Order document or by utilizing the Ordering Entity’s purchasing tool/process.

4.8.2 Minimum Invoice Requirements. Every invoice shall include the following information:

4.8.2.1 Bill-to name and address.

4.8.2.2 Contractor name and contact information.

4.8.2.3 Remit-to address.

4.8.2.4 Invoice number and date.

4.8.2.5 State contract number.

4.8.2.6 Order number (APP PO number).

4.8.2.7 Material or Service description (itemized).

4.8.2.8 Date(s) Services were performed or Materials were delivered.

4.8.2.9 Applicable payment terms.

4.8.2.10 Quantity delivered or performed.

4.8.2.11 Line-item unit of measure.

4.8.2.12 Item price.

4.8.2.13 Extended…