CTR078708_Contract_Documents.pdf

ATTACHMENT A

Offer and Acceptance

REQUEST FOR PROPOSAL

No.: BPM006866

ARIZONA DEPARTMENT OF

HEALTH SERVICES

150 North 18th Avenue, Suite 530 Phoenix, AZ 85007

Marijuana GIS Mapping Services

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

UEI Number Phone & Email Address

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

1. The submission of the Offer did not involve collusion or other anticompetitive practices.

2. The Offeror shall not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, State Executive

Order 2009-9 or A.R.S. §§ 41 1461 through 1465.

3. 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.

4. The Offeror certifies that the above referenced organization IS/ IS NOT a small business with less than 100 employees or has gross revenues of $4 million or less.

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.:

The effective date of the Contract is

The Contractor is cautioned not to commence any billable work or to provide any material or service under this contract until Contractor receives purchase order, contact release document or written notice to proceed.

State of Arizona Awarded this _ day of 20 _

Chief Procurement Officer or Designee

TerraSystems Southwest, Inc. Cheryl Karrer Thurman Digitally signed by Cheryl Karrer Thurman Date: 2025.05.15 22:15:30 -07'00'

8452 E Corinthian Dr Cheryl Karrer Thurman

Tucson AZ 86715 Principal/Geospatial Solutions Architect

TXTFBLXJYY65 +1 (520) 990-8366, ckthurman@terrasw.com

Gina Corwin Digitally signed by Gina Corwin Date: 2025.09.15 13:32:42 -07'00'

PART ONE (1) - Scope of Work

ARIZONA DEPARTMENT

OF HEALTH SERVICES

150 N. 18th Avenue, Suite 530 Phoenix, Arizona 85007REQUEST FOR PROPOSAL No.: BPM006866

Marijuana GIS Mapping Services

*The following table of contents applies to all attachment documents in APP for this Solicitation*

SECTION CONTENT

Solicitation Requirements Notice Page

Table of Contents

Scope of Work

Special Terms and Conditions

Uniform Terms and Conditions

Exhibits Exhibit One (1): Insurance Requirements

Exhibit Two (2): Data Sharing Agreement

Solicitation Instructions Special Instructions to Offerors

Uniform Instructions to Offerors

Attachments Located in APP Attachment A: Offer and Acceptance

Attachment B: Notices, Correspondence, Reports, and Payment

Attachment C: Confidential Information Designation

Attachment D: Proposed Subcontractors

Attachment E: Participation if Boycott of Israel

Attachment F: Forced Labor of Ethnic Uyghurs

OF HEALTH SERVICES

150 N. 18th Avenue, Suite 530 Phoenix, Arizona 85007REQUEST FOR PROPOSAL No.: BPM006866

Marijuana GIS Mapping Services

SCOPE OF SERVICES

1. BACKGROUND

1.1 Proposition 203 was approved in 2010 by Arizona voters, an initiative that legalized the medical use of marijuana. The Arizona Department of Health Services (ADHS) was given the task to regulate the Arizona Medical Marijuana Act (AMMA). AMMA protects terminally or seriously ill patients from State prosecution to legally purchase, possess and use limited amounts of medicinal marijuana, as prescribed by their healthcare provider.

1.2 Proposition 207 was approved in 2020 by Arizona voters, an initiative that legalized the adult use of marijuana. ADHS was given the task to regulate the Smart and Safe Arizona Act (SASAA). SASAA requires ADHS to implement an adult-use marijuana program for adults twenty-one (21) years old or older.

1.3 ADHS Bureau of Marijuana Licensing (BML) is responsible for issuing registry identification cards, including Medical Marijuana Registry Identification Cards to Qualifying Patients (QPs) or Designated Caregivers, as well as Dispensary and Laboratory Agents who meet the registry requirements under the AMMA.

Additionally, BML issues Marijuana Facility Agent licenses under the SASAA to those who meet the qualifications for licensure.

1.4 BML is responsible for issuing registration certificates for medical marijuana dispensaries under the AMMA and adult-use marijuana establishments under the SASAA.

1.5 QPs may obtain medical marijuana from nonprofit medical marijuana dispensaries, which are also regulated by ADHS. In instances when dispensaries are more than twenty-five (25) miles from a QP’s residence, AMMA allows private cultivation. BML is tasked with approving cultivation rights for QPs, after reviewing mapping information.

1.6 The Acts are self-funding and establish safeguards:

1.6.1 Registration cards.

1.6.2 Fingerprinting of designated caregivers, dispensary and laboratory agents, and establishment facility agent applicants to exclude drug and violent felons.

1.6.3 Strict security, recordkeeping and oversight requirements.

1.6.4 Inspection of dispensaries and adult use marijuana establishments.

1.6.5 Restrictions on location and number of dispensaries and establishments.

1.6.6 Providing penalties for breach of the established regulations.

1.6.7 ADHS is currently using ArcGIS Desktop version 6.0, both file and SDE geodatabases compatible with ArcGIS Desktop and Server/Enterprise version 5.1.

1.7 Day-to-day work may require 50-100 maps per month. Special projects may require the mapping of 100,000+ addresses, and the production of several hundred maps with various data points.

OF HEALTH SERVICES

150 N. 18th Avenue, Suite 530 Phoenix, Arizona 85007REQUEST FOR PROPOSAL No.: BPM006866

Marijuana GIS Mapping Services

2. OBJECTIVES

ADHS, BML requires a Contractor to provide geographic information system (GIS) mapping services, with 100% accuracy, as outlined in this Scope of Work.

3. SCOPE OF SERVICE

The purpose is for a Contractor to manage GIS mapping services to meet the needs of the BML, including mapping medical marijuana dispensary locations and applicant’s addresses for QP cultivation rights in correlation to the medical marijuana dispensaries. Other mapping services may be requested to help facilitate the allocation of new adult-use establishment licenses and medical marijuana dispensary registration certificates according to statutory requirements.

4. REQUIREMENTS

The Contractor shall:

4.1 Sign a Data Sharing Agreement prior to receiving any data from ADHS, see Exhibit Two (2) for example.

4.1.1 Provide a list of all individuals that shall be authorized to access the database and the confidential information.

4.2 Provide ongoing management of software and all licenses required for delivery of outlined services, including StreetMap Premium access. At a minimum, the Contractor shall be familiar and able to use the following software and internet services currently utilized by ADHS:

4.2.1 Environmental Systems Research Institute (ESRI) software products including ArcGIS Desktop, ArcGIS Server, ArcSDE; and ArcGIS Online.

4.2.2 Google Workspace.

4.2.3 Google Maps.

4.2.4 Microsoft Office.

4.2.5 County Assessor websites; etc.

4.3 Provide electronic results in a .pdf format, including interactive maps, and files in APRX format, as requested by the Program.

4.4 Map data with 100% accuracy i.e. ensure every address represents the exact location of the address - the QP’s residence, caregiver, dispensary, or adult use marijuana establishment location.

4.5 In case of a lawsuit:

4.5.1 Defend the mapping methodology in court.

4.5.2 Assume any attorney and legal fees.

4.6 Dedicate a Project Manager who shall be the primary contact person for the ADHS in discussing work that needs to be completed. The Contractor shall provide a detailed description of the Project Manager’s

OF HEALTH SERVICES

150 N. 18th Avenue, Suite 530 Phoenix, Arizona 85007REQUEST FOR PROPOSAL No.: BPM006866

Marijuana GIS Mapping Services function and how they will accomplish the minimum tasks outlined in the Scope of Work. The Contractor’s Project Manager shall at a minimum:

4.6.1 Serve as a primary day-to-day contact with the Agency.

4.6.2 Attend, lead, and prepare materials for onsite or offsite meetings as requested.

4.6.3 Ensure all necessary operational components are completed.

4.6.4 Troubleshoot and correct problems.

4.6.5 Designate an alternative contact for when the Project Manager is unavailable.

4.7 Ensure there is staff, to perform the duties set forth in this Contract, consisted of at least the following:

4.7.1 Senior GIS Analyst.

4.7.2 GIS Analyst.

4.7.3 The Contractor shall provide a detailed description of staff functions, and how they shall accomplish the tasks outlined in the Scope of Work.

4.8 Provide a monthly report, to include:

4.8.1 How many addresses were mapped (new and revised).

4.8.2 The average turnaround time of each mapped item.

4.9 Data files in an Excel format, with information set up as following: Address, City and Zip Code.

4.10 Working data stored on the Contractor’s server, as requested.

4.11 A current and accurate Certificate of Liability Insurance (COI) that meets the minimum requirements of the State shall be provided throughout the term of the Contract. A Purchase Order shall not be issued without a current and valid COI that meets the requirements of the Contract and the Contractor shall be unable to provide services.

5. FUNDING RESTRICTIONS

Funds cannot be used for any of the following:

5.1 Lobbying activities, including the preparation, distribution, or use of any kit, pamphlet, booklet, publication, electronic communication, radio, television, or video presentation designed to support or defeat any proposed or pending regulation, administrative action, or order issued by the executive branch of any State or local government.

5.2 The purchase or improvements of land; the purchase or the construction or permanent improvement (other than minor remodeling) of any building or other facility.

OF HEALTH SERVICES

150 N. 18th Avenue, Suite 530 Phoenix, Arizona 85007REQUEST FOR PROPOSAL No.: BPM006866

Marijuana GIS Mapping Services

6. TASKS

The Contractor shall:

6.1 On a daily basis, or as instructed by the ADHS, create, update and modify maps outlining qualifying medical marijuana patients and dispensaries within the State, based on the information provided by ADHS. The changes may include addition or revision of new or existing patients, providers, dispensaries, service area, and/or levels of services.

6.1.1 Present the mapped parcels in the urban location with a street, city and zip (postal) code.

6.1.2 Mark the parcel’s midpoint as a mapping point.

6.1.3 Present the parcels in the rural locations with a parcel number or various parameters such as location description.

6.1.4 Obtain from the Counties existing parcel datasets, or utilize supplemental parcel datasets.

6.1.5 Assure a 100% match rate regardless of the parcel datasets and used methodology.

6.2 On as needed basis, map data provided by ADHS, within mutually agreed timeframe:

6.2.1 After mapping the data, the Contractor shall determine how many QPs live in the radius of ten (10) air miles, taking into consideration the existing dispensaries and their ten (10) air mile radius.

6.2.2 In case of overlapping areas, the QPs shall be divided proportionally (equally).

6.2.3 Present the mapped parcels in the urban location with a street, city and zip (postal) code.

6.2.4 Mark the parcel’s midpoint as a mapping point.

6.2.5 Present the parcels in the rural locations with a parcel number or various parameters such as location description.

6.2.6 Provide electronic results, including interactive maps for ADHS website.

6.3 On an as needed basis, within mutually agreed timeframe:

6.3.1 Attend administrative and technical meetings.

6.3.2 Research and process data for display and analysis as directed by ADHS.

6.3.3 Perform data analysis as directed by ADHS.

6.3.4 Create maps and other exhibits as directed by ADHS, including but not limited to regional and statewide maps.

6.3.5 Document inputs, processes and outputs as directed by ADHS.

6.4 A monthly invoice that includes the Contract number and detailed Services performed as described in Tasks, Section 6.1 through 6.3.

OF HEALTH SERVICES

150 N. 18th Avenue, Suite 530 Phoenix, Arizona 85007REQUEST FOR PROPOSAL No.: BPM006866

Marijuana GIS Mapping Services

6.5 A monthly report that includes all Services performed as described in Tasks, Section 6.1 to 6.3.

7. STATE PROVIDED ITEMS

ADHS will provide:

7.1 Data for dispensary registration certificates or adult-use establishment licenses, as applicable.

7.1.1 Via Secure File Transfer Protocol (SFTP) site, in a .csv format.

7.2 The determination of AP cultivation rights, the address of the QP applicant.

8. DELIVERABLES

The Contractor shall provide:

8.1 Maps for new QPs and dispensaries, as requested, on a daily basis or as instructed by ADHS.

8.2 Maps for current QPs and dispensaries in need of modification, as requested, on a daily basis or as instructed by ADHS.

8.3 Maps and other exhibits as requested by ADHS, including but not limited to regional and statewide maps, within mutually agreed timeframe.

8.4 A monthly invoice that includes the Contract number and detailed Services performed as described in Tasks, Section 6.1 through 6.3, by the fifteenth (15th) day of the following month.

8.5 A monthly report that includes all Services performed as described in Tasks, Section 6.1 to 6.3, by the fifteenth (15th) day of the following month.

9. NOTICES, CORRESPONDENCE REPORTS AND INVOICES

9.1 All notices, correspondences, and reports from the Contractor to ADHS shall be sent electronically via email to:

Arizona Department of Health Services Attn: Bureau of Marijuana Licensing (BML) 150 N 18th Avenue, Suite 150 Phoenix, AZ 85007-3242 Email: kim.crawford@azdhs.gov Phone: 602-364-2294

9.2 All invoices shall be submitted to: invoices@azdhs.gov

9.3 AUTOMATED CLEARING HOUSE. ADHS may pay invoices for some or all Orders through an Automated Clearing House (ACH). In order to receive payments in this manner, the Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days after the effective date of the Contract.

The form is available online at: https://gao.az.gov/sites/default/files/GAO- 618%20ACH%20Authorization%20Form%20101019.pdf

9.3.1 ACH Vendor Authorization Form shall be emailed to Vendor.Payautomation@azdoa.gov

OF HEALTH SERVICES

150 N. 18th Avenue, Suite 530 Phoenix, Arizona 85007REQUEST FOR PROPOSAL No.: BPM006866

Marijuana GIS Mapping Services

9.4 All notices, and correspondences from ADHS to the Contractor will be sent electronically via email to the individual(s) notated on Attachment B.

Special Terms and Conditions Request for Proposal

Solicitation No. BPM006866

Marijuana GIS Mapping Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

SPECIAL TERMS AND CONDITIONS

1. PURPOSE

Pursuant to provisions of the Arizona Procurement Code, A.R.S. 41-2501 Et Seq., the State of Arizona, ADHS intend to establish a Contract for the materials or services as listed herein.

2. TERM OF CONTRACT (1 YEAR)

The term of any resultant Contract shall commence upon final signature and shall continue for a period of one (1) year thereafter, unless terminated, canceled, or extended as otherwise provided herein.

3. CONTRACT EXTENSIONS 5 YEAR MAXIMUM

The Contract term shall begin as specified in the section Two (2) above, and shall continue for a period of one

(1) year subject to additional successive periods of twelve (12) months per extension with a maximum aggregate including all extensions not to exceed five (5) years.

4. CONTRACT TYPE

X Fixed Price

5. FUNDING TYPE

X State

6. POINT OF CONTACT

6.1. It is essential that the Contractor provide a Point of Contact, capable of and devoted to the successful accomplishment of work to be performed under this Contract. The Contractor must agree to assign a specific individual to serve as a primary day-to-day contact.

6.2. The Contractor agrees that, once assigned to work under this Contract, the Point of Contact shall not be removed or replaced without written notice to the State.

6.3. If the Point of Contact is not available for work under this Contract for a continuous period exceeding thirty

(30) calendar days, or is expected to devote substantially less effort to the work than initially anticipated, the Contractor shall immediately notify the State, and shall, subject to the concurrence of the State, replace such personnel with personnel of substantially equal ability and qualifications.

7. NON-EXCLUSIVE CONTRACT

Any contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of the State of Arizona. The State reserves the right to obtain like goods or services from another source when necessary, or when determined to be in the best interest of the State.

8. VOLUME OF WORK

The ADHS does not guarantee a specific amount of work either for the life of the Contract or on an annual basis.

Solicitation No. BPM006866

Marijuana GIS Mapping Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

9. INFORMATION DISCLOSURE

The Contractor shall establish and maintain procedures and controls that are acceptable to the State for the purpose of assuring that no information contained in its records or obtained from the state or from others in carrying out its functions under the Contract shall be used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting such information should be referred to the State.

The Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of the Contractor as needed for the performance of duties under the Contract, unless otherwise agreed to in writing by the State.

10. EMPLOYEES OF THE CONTRACTOR

All employees of the Contractor employed in the performance of work under the Contract shall be considered employees of the Contractor at all times, and not employees of the ADHS or the State. The Contractor shall comply with the Social Security Act, Workman’s Compensation laws and Unemployment laws of the State of Arizona and all State, local and Federal legislation relevant to the Contractor’s business.

11. ORDER PROCESS

The award of a contract shall be in accordance with the Arizona Procurement Code. Any attempt to represent any material and/or service not specifically awarded as being under contract with ADHS is a violation of the Contract and the Arizona Procurement Code. Any such action is subject to the legal and contractual remedies available to the state inclusive of, but not limited to, Contract cancellation, suspension, and/or debarment of the Contractor.

12. CONTRACTOR PERFORMANCE REPORTS

Program management shall document Contractor performance, both exemplary and needing improvements where corrective action is needed or desired. Copies of corrective action reports will be forwarded to the ADHS Procurement Office for review and any necessary follow-up. The Procurement Office may contact the Contractor upon receipt of the report and may request corrective action. The Procurement Office shall discuss the Contractor’s suggested corrective action plan with the Program for approval of the plan prior to sending it to the Contractor.

12. PAYMENT PROCEDURES

12.1. ADHS accounting will not make payments to any Entity, Group or individual other than the Contractor with the Federal Employer Identification (FEI) Number identified in the Contract. Contractor invoices requesting payment to any Entity, Group or individual other than the contractually specified Contractor shall be returned to the Contractor for correction.

12.2. The Contractor shall review and insure that the invoices for services provided show the correct Contractor name prior to sending them to the ADHS Accounting Office for payment.

12.3. If the Contractor Name and FEI Number change, the Contractor must complete an “Assignment and Agreement” form transferring contract rights and responsibilities to the new Contractor. ADHS must indicate consent on the form. A written Contract Amendment must be signed by both parties and a new W-9 form must be submitted by the new Contractor and entered into the system prior to any payments being made to the new Contractor.

13. FINANCIAL MANAGEMENT

13.1. For all contracts, the practices, procedures, and standards specified in the State of Arizona Accounting Manual https://gao.az.gov/publications/SAAM/ and required by the Arizona Department of Health Services

Solicitation No. BPM006866

Marijuana GIS Mapping Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007 and Guidance for Federal Grant Award Management Manual shall be used by the Contractor in the management of contract funds and by the ADHS when performing a contract audit.

https://azdhs.gov/documents/operations/financial-services/bluebook-2018.pdf The contractor also agrees to abide by the rules as outlined by 2 CFR 200 Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards. Funds collected by the Contractor in the form of fees, donations, and/or charges for the delivery of these contract services shall be accounted for in a separate fund.

https://ecfr.io/Title-02/cfr200_main

13.2. State Funding Contractors receiving state funds under this Contract shall comply with the certified Compliance provisions of A.R.S. § 35-181.03.

13.3. Federal Funding Contractors receiving federal funds under this contract shall comply with the certified finance and compliance audit provision of the Office of Management and Budget (OMB) Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR 200), if applicable. The federal financial assistance information shall be stated in a Change Order or Purchase Order.

14. INSPECTION AND ACCEPTANCE

All services, data, and required reports are subject to final inspection, review, evaluation, and acceptance by the ADHS. The ADHS may withhold payment for services that are deemed to not meet contract standards.

15. AUTHORIZATION FOR SERVICES

Authorization for purchase of services under this Contract shall be made only upon ADHS issuance of a Purchase Order that is signed by an authorized agent. The Purchase Order will indicate the Contract number and the dollar amount of funds authorized. The Contractor shall only be authorized to perform services up to the amount on the Purchase Order. ADHS shall not have any legal obligation to pay for services in excess of the amount indicated on the Purchase Order. No further obligation for payment shall exist on behalf of ADHS unless a) the Purchase Order is changed or modified with an official ADHS Procurement Change Order, and/or b) an additional Purchase Order is issued for purchase of services under this Contract.

16. INSURANCE REQUIREMENTS

Insurance requirements are outlined in Exhibit One (1).

17. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996

17.1. If applicable, the Contractor warrants that it is familiar with the requirements of HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH Act) of 2009, and accompanying regulations and will comply with all applicable HIPAA requirements in the course of this Contract. Contractor warrants that it will cooperate with the Arizona Department of Health Services (ADHS) in the course of performance of the Contract so that both ADHS and Contractor will be in compliance with HIPAA, including cooperation and coordination with the Arizona Department of Administration-Arizona Strategic Enterprise Technology (ADOA-ASET) Office, the ADOA-ASET Arizona State Chief Information Security Officer and HIPAA Coordinator and other compliance officials required by HIPAA and its regulations. Contractor will sign any documents that are reasonably necessary to keep ADHS and Contractor in compliance with HIPAA, including, but not limited to, business associate agreements.

17.2. If applicable, and requested by the ADHS Procurement Office, Contractor agrees to sign a “Pledge To Protect Confidential Information” and to abide by the statements addressing the creation, use and disclosure of confidential information, including information designated as protected health information and

Solicitation No. BPM006866

Marijuana GIS Mapping Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007 all other confidential or sensitive information as defined in policy. In addition, if requested, Contractor agrees to attend or participate in HIPAA training offered by ADHS or to provide written verification that the Contractor has attended or participated in job related HIPAA training that is: (1) intended to make the Contractor proficient in HIPAA for purposes of performing the services required and (2) presented by a HIPAA Privacy Officer or other person or program knowledgeable and experienced in HIPAA and who has been approved by the ADOA-ASET Arizona State Chief Information Security Officer and HIPAA Coordinator.

18. PANDEMIC CONTRACTUAL PERFORMANCE

18.1. 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:

18.1.1. Key succession and performance planning if there is a sudden significant decrease in Contractor’s workforce;

18.1.2. Alternative methods to ensure there are products in the supply chain; and

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

18.2. 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:

18.2.1. 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;

18.2.2. The State shall not incur any liability if a pandemic is declared and emergency procurements are authorized by the Director as per A.R.S. 41-2537 of the Arizona Procurement Code; and

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

19. UNIQUE ENTITY IDENTIFIER (UEI)

Pursuant to 2 CFR 25.100 et seq., no entity (defined as a Governmental organization, which is a State, local government, or Indian tribe; foreign public entity; domestic or foreign nonprofit organization; domestic or foreign for-profit organization; or Federal agency, but only as a sub-recipient under an award or sub-award to a non-Federal entity) may receive a sub-award from ADHS unless the entity provides its Unique Entity Identifier Number to ADHS.

The number can be created in SAM.gov. If already registered the UEI has been assigned and can be viewed in SAM.gov.

19. FRAUD, WASTE, AND ABUSE

19.1. ADHS requires all employees to abide by the State’s Personnel System Rules, R2-5A-501; Standards of Conduct which includes maintaining high standards of honesty, integrity, and impartiality, free from personal considerations and/or favoritism, and Code of Conduct for individuals engaged in Accounting, Financial and Budgeting Activities which depicts the moral, ethical, legal and professional aspects of personal conduct.

ADHS requires the same conduct of its consultants, vendors, contractors, subrecipients, or persons doing business with the agency.

Solicitation No. BPM006866

Marijuana GIS Mapping Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

19.2. Any State employee, consultant, vendor, contractor or subrecipient or person doing business with the Agency who receives a report of improper activity must report the information within one (1) business day.

Note: Federal Award policy denotes awardees must disclose, in a timely manner, in writing to ADHS all violations of Federal Criminal Law, involving fraud, bribery, or gratuity violations potentially affecting Federal Awards.

19.3. Anyone suspecting Fraud, Waste, or Abuse related to ADHS activities are required to report Fraud, Waste, or abuse through any of the following reporting channels:

19.3.1. ADHS Ethics Action Hotline at (602) 542-2347,

19.3.2. ADHS Ethics Action Email at reportethics@azdhs.gov ,or

19.3.3. General Accounting Office (GAO) Fraud Reporting Email at reportfraud@azdoa.gov to report Fraud, Waste, or Abuse incidents.

20. NEW SERVICES

State at its discretion may modify the scope of the Contract by Contract Amendment to include additional Services or service categories that are within the general scope of the ones originally covered by the Contract. Once the Contract Amendment is fully executed, Contractor shall then update all applicable pricing and make them available to all affected entities at no additional cost. Either party may make the request to add Services to the Contract;

regardless of who makes the request, the parties shall negotiate in good faith a fair price for any additional Services, but State may elect not to add some or all of the Services in question if no agreement is reached on pricing in a timely manner. Contractor’s request or proposal in response to State’s request shall include documentation demonstrating that the proposed price for the additional Services is both fair and reasonable and comparable to the original prices.

26. THE FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA OR TRANSPARENCY ACT

- P.L.109-282, AS AMENDED BY SECTION 6202(A) OF P.L. 110-252), FOUND AT HTTPS://WWW.FSRS.GOV/

If applicable, the subrecipient or sub-awardee is required to abide by the Federal Funding Accountability and Transparency Act (FFATA or Transparency Act – P.L. 109-282, as amended by section 6202(a) of P.L. 110-252), found at https://www.fsrs.gov/. The associated Grant Reporting Certification Form and completion instructions will be sent to the subrecipient from ADHS Program(s) responsible for the specific contract. The subrecipient or sub-awardee must return the completed form to ADHS Program(s) by the 15th of the month following that in which the award was received. Failure to complete a required Grant Reporting Certification Form may result in loss of funding.

27. TRANSITION ACTIVITIES

27.1. The Contractor shall support the transfer of the Evaluation Reports at the conclusion of its Contract;

27.2. Upon termination of this Contract, if ADHS anticipates a continued need for the Contract Services specified herein and a contract is awarded to a new Contractor, there shall be a transition of services period of not less than thirty (30) days. During this period, the existing Contractor shall work closely with the new Contractor, or Contractors, personnel and/or staff to ensure a smooth and complete transfer of duties and responsibilities;

27.3. An authorized representative from ADHS shall coordinate all transition activities. A transition plan will be developed in conjunction with the outgoing Contractor to assist the new Contractor, or Contractors, personnel and/or staff to implement the transfer of duties;

Solicitation No. BPM006866

Marijuana GIS Mapping Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

27.4. ADHS reserves the right to determine which projects nearing completion will remain with the current Contractor of record.

27.5. The Contractor shall return all ADHS equipment, reports, and any other documentation developed during the term of the Contract that ADHS deems necessary to maintain ongoing operations.

28. CONTRACTING; PROCUREMENT; INVESTMENT; PROHIBITIONS

28.1. A public entity may not enter into a contract with a company to acquire or dispose of services, supplies, information technology or construction unless the contract includes a written certification that the company is not currently engaged in, and agrees for the duration of the contract to not engage in, a boycott of Israel.

28.2. A public entity may not adopt a procurement, investment or other policy that has the effect of inducing or requiring a person or company to boycott Israel.

28.3. Contractor hereby certifies that it is not currently engaged in, and will not for the duration of this Contract engage in, a boycott of Israel as defined by A.R.S. § 35-393.01. Violation of this certification by Contractor may result in action by the State up to and including termination of this Contract.

Uniform Terms and Conditions

Solicitation No. BPM006866

Marijuana GIS Mapping Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

Uniform Terms and Conditions 10.5 Revised 3/29/24

UNIFORM TERMS AND CONDITIONS

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 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.

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.

Solicitation No. BPM006866

Marijuana GIS Mapping Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

Uniform Terms and Conditions 10.5 Revised 3/29/24

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.

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

2.7. 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.

Solicitation No. BPM006866

Marijuana GIS Mapping Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

Uniform Terms and Conditions 10.5 Revised 3/29/24

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 Order Nos. 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 extent that the books and records relate to the performance of the Contract 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.

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, Solicitation No. BPM006866

Marijuana GIS Mapping Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

Uniform Terms and Conditions 10.5 Revised 3/29/24

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 Purpose Rights” are:

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 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 governments.

3.9.3.“Government Purpose Rights” do not include any right to use, modify, reproduce, perform, release, display, create derivative works from or disclose that work product for any commercial purpose, or to authorize others to do so.

3.9.4.Joint Developments. The Contractor and State may each use equally any ideas, concepts, know-how, or techniques developed jointly during the course of the Contract, and may do so at their respective discretion, without obligation of notice or accounting to the other party.

3.9.5.Pre-existing Material. All pre-existing software and other Materials developed or otherwise obtained by or for Contractor or its affiliates independently of the Contract or applicable Purchase Orders are not part of the work product to which rights are granted State under subparagraph 3.9.1 above, and will remain the exclusive property of Contractor, provided that:

3.9.5.1. any derivative works of such pre-existing Materials or elements thereof that are created pursuant to the Contract are part of that work product;

3.9.5.2. any elements of derivative work of such pre-existing Materials that was not created pursuant to the Contract are not part of that work product; and

3.9.5.3. except as expressly stated otherwise, nothing in the Contract is to be construed to interfere or diminish Contractor’s or its affiliates’ ownership of such pre-existing Materials.

Solicitation No. BPM006866

Marijuana GIS Mapping Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

Uniform Terms and Conditions 10.5 Revised 3/29/24

3.9.6.Developments Outside Of Contract. Unless expressly stated otherwise in the Contract, this Section does not preclude Contractor from developing competing Materials outside the Contract, irrespective of any similarity to Materials delivered or to be delivered to State hereunder.

3.10. Property of the State. If there are any materials that are not covered by Section 3.9 above created under this Contract, including but not limited to, reports and other deliverables, these materials are the sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State.

3.11. Federal Immigration and Nationality Act. Contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract. Further, Contractor shall flow down this requirement to all Subcontractors utilized during the term of the contract. The State shall retain the right to perform random audits of Contractor and Subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that the Contractor or any Subcontractors be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to: suspension of work, termination of the contract for default and suspension or debarment of the contractor.

3.12. E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23- 214, Subsection A.

3.13. Offshore Performance of Work involving Data is Prohibited. Any Services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and involve access to Data shall be performed within the defined territories of the United States.

3.14. Protection of State Cybersecurity Interests. The Contractor shall comply with State Executive Order No.

2023-10, which includes, but is not limited to, a prohibition against (a) downloading and installing of TikTok on all State-owned and State-leased information technology; and (b) accessing TikTok through State information technology.

3.15. Artificial Intelligence (AI) Prohibitions. Consistent with State policy, if Contractor supplies AI Services or Materials (either directly or through Subcontractors or the sale of licenses), such as research, development, training, implementation, deployment, maintenance, provision, or sale of AI systems, then Contractor is prohibited from using State of Arizona Materials or Data in generative AI queries or for building or training proprietary generative AI programs unless explicitly approved in advance by the State in writing.

3.15.1. Contractor shall also disclose the utilization…