CTR079072_-_AA250_Direct_Contract_Final_11.7.25_Signed.pdf

Direct Contract

Arizona Department of Administration

State Procurement Office Contract No.: CTR079072

Description: SOS Arizona America250 for Traveling Museum Vehicle

CONTRACTOR IS STRONGLY ENCOURAGED TO READ THE ENTIRE CONTRACT.

Table of Contents

Scope of Work 2 Pricing Sheet 4 Special Terms and Conditions 5 Addendum A - Contractor Insurance Requirements 28 Addendum B - Warranties and Requirements Related to Arizona Information Technology Statewide Policies, Standards, and Procedures 29 Uniform Terms and Conditions 10.5 33 Contract Signature Page 53 Exhibit 1 – Traveling Museum Planning Deck 54 Exhibit 2 - MRA Vehicle Specifications 55

Scope of Work

This Statement of Work (“SOW”) shall be effective as of the date last signed (“SOW Effective Date”) and is entered into by and between Arizona America250 (AA250) of the State of Arizona (“Client”) and Mobility Resource Associates, Inc. dba MRA (Contractor, pursuant to the terms of the Direct Contract Agreement to be signed between the Parties, by 7 November, 2025.

This SOW defines the Services that MRA agrees to provide to Client; provided, however, that the scope of work described herein is expressly subject to and contingent upon the mutual approval and execution of a subsequent a Contract Amendment for any trailer customizations “Upfit” or any operational adjustments, the terms and conditions per the signed contract CTR079072 of which shall be separately agreed upon and documented in writing by the Parties.

1. Purpose and Background

1.1. Purpose and Background: The purpose of this Solicitation is to create a Traveling Museum to celebrate America's 250th anniversary while promoting historical education, community engagement, and civics literacy. The Traveling Museum will feature Arizona’s replica Liberty Bell as well as other historic and interactive exhibits and tour all 15 counties.

1.2. Legal Authority: In accordance with Arizona Revised Statutes (A.R.S.) § 41- 2537, and Arizona Administrative Code (A.A.C.) R2-7-E303, Competition Impracticable. State establishes this contract with MRA mobile experiential to provide the Materials or Services described herein.

2. Timeline and Schedule

2.1. Timeline and Schedule: Starting on or around February 14, 2026 for 10 consecutive weeks contingent on the final approval of the final design packet provided by MRA to AA250 to be concluded July 4, 2026 or upon the completion of the 10 consecutive weeks.

3. AA250 Requirements

3.1. AA250 shall be responsible for the insertion and removal of the Liberty Bell from the ground to the trailer and all of its associated costs including any damages that may occur. Any damages shall be repaired to its original condition

3.2. AA250 shall be responsible for all costs associated with training the Tour Manager.

4. Contractor Requirements

The Contractor Shall:

4.1. General Requirements: Contractor shall provide a vehicle and trailer capable of supporting the following requirements:

4.1.1. Bell Dimensions and Weight: According to the donation documents from 1950, the bell stands 87” high on a 50” x 67” base. The bell itself weighs 2,080 pounds. With the yoke and superstructure, its weight is approximately 2,300 pounds. It is bronze alloyed with 22% tin.

4.1.2. Bell Considerations: For the purposes of this tour, the bell must be loaded only once and unloaded once. The bell needs to be moved into the vehicle with a forklift. Therefore, it must go in an enclosed vehicle as opposed to a flatbed trailer. The vehicle will ideally have enough space for both the bell and a number of other exhibits. It would be ideal for the exhibit space to host a section on the founding of the United States as well as a section focused on Arizona’s context to that founding and Arizona’s journey to the present and future. The State of Arizona America250 will provide insurance coverage for the Liberty Bell itself.

4.1.3. Vehicle Considerations: For safety, the vehicle needs to have entry and egress points for visitors and public viewing. It must be ADA accessible. It will need to be lit on the interior and possibly climate-controlled depending on the artifacts on display and the time of year the museum launches. The Traveling Museum will likely feature interactive exhibits designed in such a way to allow for maximal use of limited space, which would require access to electricity. The museum will travel with merchandise such as stickers, t-shirts, caps, and posters, so a storage space or a pull-out within the vehicle body with a set-up for merchandise would be ideal. The largest vehicle possible, such as an 18-wheeler, with or without slide-outs would allow for more features of the museum.

4.1.3.1. Contractor will provide a 46’ Single Expandable Exhibit Trailer (the “Trailer”).

4.1.3.2. Semi-tractor (the “Tow”) with generator sufficient to power the Trailer, including all visual/audio and client technology, during the Tour.

4.1.3.3. Trailer (Exhibit) Design and Outfitting

4.1.4. Museum Route: The Traveling Museum is planned to make one (1) – three (3) day stops in every county in Arizona. Each one (1) – three (3) day visit could include multiple stops within a town or nearby geographic area. The Museum will likely make a higher concentration of stops in denser counties such as Maricopa, Pima, and Coconino. These stops will include schools, city and community spaces, and potentially private organizations such as museums or farms to accommodate parking. To maximize efficiency while keeping cost considerations in mind for staffing, security, and storage, the route will ideally travel back-to-back across the state with minimal idle time in each location.

4.2. Contractor shall provide a licensed driver for the duration of the Traveling Museum.

4.3. Contractor shall provide explanation of their ability to provide custom vehicle wrap, maintenance and repair contingencies, displays and interactive elements, labor for construction and setup of Traveling Museum prior to launch, security, drivers and brand ambassadors/docents, permits and applications, signage, distribution of branded Arizona America 250 merchandise and educational materials.

5. Deliverables

5.1. Contractor shall develop a detailed timeline for the project, including planning, execution, planned routes, and evaluation phases. Vehicle should be Target date for vehicle delivery February 14, 2026 contingent on coordinated efforts by both Contractor and AA250. In the development, the design, and preparation of the assigned attributes and requirements. Target date will be revised as deemed necessary once design has been approved by all parties.

5.2. Schedule - Targeting a tour launch of February 14, 2026. Duration of the tour would be 8-10 consecutive weeks. All dates and times will be subject to mutual consent of the parties.

5.3. Milestones

5.3.1. Design – Initial design kick-off discussion with both parties to be scheduled upon contract signing. First original designed to be worked by the Arizona America250 (AA250) and completed within ten (10) business days from kickoff meeting. Vendor to provide approval or concerns of original design within five

(5) business days from receipt from AA250. AA250 will respond within three

(3) business days to MRA concerns or changes to the original design. MRA will then have five (5) business days to review and respond to any additional draft versions of the original design. After the final draft, AA250 has three (3) business days. After final approval the next step is MRA will provide the final design “Upfit” production and final costs breakdown within ten (10) business days to AA250. AA250 has three (3) business days to review and approve the final design “Upfit” production and final costs.

Final Approved Design and Costs Targeting the second week of December 12, 2025.

5.3.2. Launch – Targeted date February 14, 2026.

5.3.3. End – Anticipated date no later than May 31, 2026. The tour is concepted to stay out from launch through 10 consecutive weeks contingency to the final approval of the final costs provided by MRA to AA250.

The Contractor shall submit the following items and all notices/correspondence relevant to this contract as directed by the Department, electronically to AA250.

5.4. The Certificate of Insurance is to be submitted to:

Shawnesy Summers Shawnesy.Summers@azdoa.gov mailto:Shawnesy.Summers@azdoa.gov

Pricing Sheet

Line-Item Description Pricing Unit

Design Concept, Development & Detail & Final Design Packet *Design Services fee includes up to 160 combined hours. Hours spent over 160 will be billed at $120/hour.

$20,000*

46’ Single Expandable Trailer Rental – July 4, 2026 $105,000 33% Deposit toward the total amount

Standard Exterior Wrap **Vinyl wrap on glass not included.

$23,500**

Upfit (Interior Customizations, Liberty Bell Installation, ADA Lift, etc.)

****Interior Upfit pricing will be subject to an approved final design and a mutually agreed upon scope of work. Costs will be invoiced via a Contract Amendment and due upon the milestones listed below

$TBD****

Tour Management Fee $16,500 Operational Rate – For 10 consecutive weeks ***Includes one-week travel allowance from MI to AZ, eight-weeks in AZ, and one-week travel allowance from AZ to

MI.

$99,500*** $9,950 weekly rate

Tour Manager – For 8 consecutive operational weeks during the Tour $38,000 Tour Manager Operations – Car, Fuel, Hotel and Per Diem for 8 weeks $36,000 (not to exceed) Per SAAM Policy

Tour Manager Round Trip Flight to Join Tour At Cost Per SAAM Policy

Local Brand Ambassador $65 - $75 per hour Generator use in excess of 50 hours $18.00 per hour Per SAAM Policy

Additional Mileage in excess of 1,000 miles per week $0.90 Per SAAM Policy

Milestones:

1. Design Services

a. Only Payment Due Date: At receipt of final design packet.

2. Trailer Rental: 33% Incremental Payments.

a. First Payment Due Date: At the signing of the contract.

b. Second Payment Due Date: End of the third week of the Tour.

c. Final Payment Due Date: Completion of the Tour.

3. Upfit (Interior Customizations, Liberty Bell Installation, ADA Lift): 33% Incremental payments,contingent to the final Upfit design and budget approval.

a. Design: First Payment Due Date: Receipt of an approved design

b. Completion of Flooring and Graphics: Second Payment Due Date: Installation of interior graphics and finished flooring.

c. Final Work Product: Final Payment Due Date: At completion of production.

4. Standard Exterior Wrap: 50% Incremental Payments.

a. Design: First Payment Due Date: Receipt of completed wrap design.

b. Final Work Product Due Date: Installation of the exterior wrap.

5. Tour Management Fee: 50% Incremental Payments.

a. First Payment Due Date: End of the fifth week of the Tour.

b. Final Payment Due Date: Upon completion of theTour.

https://gao.az.gov/sites/default/files/2022-05/5065%2520Vendor%2520and%2520Other%2520Non-employee%2520Travel%2520190729.pdf https://gao.az.gov/sites/default/files/2022-05/5065%2520Vendor%2520and%2520Other%2520Non-employee%2520Travel%2520190729.pdf https://gao.az.gov/sites/default/files/2022-05/5065%2520Vendor%2520and%2520Other%2520Non-employee%2520Travel%2520190729.pdf https://gao.az.gov/sites/default/files/2022-05/5065%2520Vendor%2520and%2520Other%2520Non-employee%2520Travel%2520190729.pdf https://gao.az.gov/sites/default/files/2022-05/5065%2520Vendor%2520and%2520Other%2520Non-employee%2520Travel%2520190729.pdf https://gao.az.gov/sites/default/files/2022-05/5065%2520Vendor%2520and%2520Other%2520Non-employee%2520Travel%2520190729.pdf https://gao.az.gov/sites/default/files/2022-05/5065%2520Vendor%2520and%2520Other%2520Non-employee%2520Travel%2520190729.pdf https://gao.az.gov/sites/default/files/2022-05/5065%2520Vendor%2520and%2520Other%2520Non-employee%2520Travel%2520190729.pdf

Pricing Sheet

6. Operational Rate – 10 consecutive weeks: 25% Incremental Payments.

a. First Payment Due Date: End of the third week of the Tour.

b. Second Payment Due Date: End of the fifth week of the Tour.

c. Third Payment Due Date: End of the seventh week of the Tour.

d. Final Payment Due Date: End of the Tour.

7. Tour Manager – 8 consecutive weeks: 50% Incremental Payments.

a. First Payment Due Date: At hiring of the Tour Manager.

b. Final Payment Due Date: End of the Tour.

8. Tour Manager Operations – Tour Manager, Car, Fuel, Hotel, and Per Diem for 8 weeks: 25% Incremental Payments.

a. First Payment Due Date: End of the third week of the Tour.

b. Second Payment Due Date: End of the fifth week of the Tour.

c. Third Payment Due Date: End of the seventh week of the Tour.

d. Final Payment Due Date: End of the Tour.

Special Terms and Conditions

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.

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

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.

2.0 Contract Interpretations

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

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.

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.

3.0 Contract Administration and Operation

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

Contract Signature Page and continue for ten (10) 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 Notices and Correspondence

3.3.1 To Contractor. State shall address all Contract correspondence other than formal notices to the email address indicated as “Default for Type” for “General Mailing Address” in Contractor’s corresponding State’s eProcurement System Vendor Profile; and address any required notices to Contractor to the “Contact Name and Title” at the “Mailing Address” indicated on the Accepted Offer, as that address might have been amended during the term of the Contract.

3.3.2 To State. Contractor shall address all Contract correspondence other than formal notices to the email address indicated in “Contact Instructions” in the State’s eProcurement System Summary for State; and address any required notices to State via email to the Procurement Officer identified as “Purchaser” in the State’s eProcurement System and via mail to the following mailing address:

Arizona Department of Administration State Procurement Office 1802 W. Jackson, #100, Phoenix, AZ 85007

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

3.4 Signing of Contract Amendments. Contractor’s counter-signature (or “approval” in the State’s eProcurement System, in the case of an amendment) is not required to give effect if the Contract Amendment only covers either:

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

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

In every case other than those listed in 3.4.1 and 3.4.2 above, both parties’ signatures (or “approval” in the State’s eProcurement System in the case of an Amendment) are required to give it effect.

3.5 Click-through Terms and Conditions. If either party uses a web-based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any software based ordering system with respect to the Contract (each an “Electronic Ordering System”), the parties acknowledge and agree that an Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract. Accordingly, where an authorized State user is required to “click through” or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering System, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any Materials or Services, those terms and conditions will also be void.

3.6 Books and Records

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

3.6.2 Usage Information. Additionally, any and all information (including, but not limited to, documentation or Data) related to Eligible Agency 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.

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 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.

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 Secretary of State Arizona America 250 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 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 if and when reaching agreement;

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

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

3.12 Work on State Premises

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

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

3.13 Transitions

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

3.13.2 Eligible Agency or 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.

4.0 Costs and Payments

4.1 Type of Pricing. Contractor 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.

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 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:

https://gao.az.gov/travel

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 pricing;

4.8.2.14 Receipt for pass-through expenses (if applicable);

4.8.2.15 Taxes (as a separate invoice line item), including the percentage used to calculate taxes;

4.8.2.16 Mailing fees (if applicable); and

4.8.2.17 Total invoice amount due.

4.8.3 No Invoice Without Authorization. Contractor shall not seek payment for any:

4.8.3.1 Materials or Services that have not been authorized on an acknowledged Order;

4.8.3.2 Expediting, overtime, premiums, or upcharges absent State’s express prior approval; or

4.8.3.3 Materials or Services that are the subject of a Contract Amendment that has not been fully signed by the Procurement Officer.

4.8.4 Submitting Invoices. Contractor shall submit an invoice to the ordering Eligible Agency using the form and/or process required by the ordering Eligible Agency.

Every invoice must be signed by Contractor’s authorized representative and accompanied by all supporting information and documentation required by the Contract and applicable laws.

4.8.5 Defective Invoices. Without prejudice to its other rights under the Contract or further obligation to Contractor, the ordering Eligible Agency may, at its discretion, reject any materially defective invoice.

4.8.5.1 The ordering Eligible Agency shall notify the Contractor within five (5) business days after receipt if it determines an invoice to be materially defective.

4.8.5.2 Invoices will be deemed automatically rejected upon delivery if they:

are sent to an incorrect address, do not reference the correct State contract and Purchase Order number, or are payable to any Person other than the Contractor.

4.8.5.3 The ordering Eligible Agency shall have no obligation to pay against a defective invoice unless and until Contractor has re-submitted it free of defects.

4.9 Payments

4.9.1 Payment Deadline. State shall make payments in compliance with Arizona Revised Statutes Titles 35 and 41. Unless and then only to the extent expressly stated otherwise in the Pricing Section of the Special Terms and Conditions above, State shall make payment in full for Materials that have been delivered and accepted and Services that have been performed and accepted within the time specified in A.R.S. § 35-342, after both of the following occur: (a) all of the Materials being invoiced have been delivered or installed (as applicable) and accepted and all of the Services being invoiced have been performed and accepted; and (b) Contractor has provided a complete and accurate invoice in the form and manner called for in the Contract, provided that, State will not make or be liable for any payments to Contractor until Contractor has registered properly in the State’s eProcurement System and provided a current IRS Form W-9 to State unless excused by law from providing one.

4.9.2 Payments Only To Contractor. Unless an assignment and assumption agreement has been reached between the Contractor and State pursuant to Section 5.1 of the Special Terms and Conditions [Assignment and Delegation] or the State has been otherwise compelled by operation of law or order of a court of competent jurisdiction, State will only make payment to Contractor under the federal tax identifier the Contract was awarded to within the eProcurement System.

4.9.3 Payment. The applicable Eligible Agency shall pay undisputed amounts due to Contractor within the time period specified in Section 4 Costs and Payments of the Uniform Terms and Conditions.

4.9.4 Joint Checks or Direct Pay. Applicable Eligible Agency may, but is under no obligation to, pay by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s requested payment is owed.

4.9.5 Recovery of Overpayment. If applicable, Eligible Agency determines that an overpayment has been made to Contractor on any prior invoice, it shall inform Contractor of the amount and date of the overpayment and may deduct the overpaid amount from amounts then or thereafter due to Contractor.

4.9.6 Purchasing Card. Applicable Eligible Agency may pay invoices for some or all Orders using a purchasing card. Any and all fees related to payment using a purchasing card (also called a p-card) are the responsibility of the Contractor.

Unless otherwise stated in the Contract, there will be no additional fees or increase in prices associated with this method of payment.

4.9.7 Automated clearing house. Applicable Eligible Agency may pay invoices for some or all Orders through an Automated Clearing House (ACH). In order to receive payments in this manner from Eligible Agencies, 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/publications/forms.

4.10 Applicable Taxes

4.10.1 Contractor To Pay All Taxes. State is subject to Arizona Transaction Privilege Tax (TPT). Therefore, Arizona TPT applies to all sales under the Contract and Arizona TPT is Contractor’s responsibility (as seller) to remit. Contractor’s failure to collect Arizona TPT or any other applicable sales or use taxes from an Eligible Agency will not relieve the Contractor of any obligation to remit sales or use taxes that are due under the Contract or laws. Unless clearly stated otherwise in the Contract, all prices therein include Arizona TPT as well as every other manner of transaction privilege or sales/use tax that is due to a municipality or another state or its political subdivisions. Contractor shall pay all federal, state, and local taxes applicable to its operations and personnel.

4.10.2 Tax Indemnity. Contractor shall hold State harmless from any responsibility for taxes or contributions, including any applicable damages and interest, that are due to federal, state, and local authorities with respect to the Work and the https://gao.az.gov/publications/forms https://gao.az.gov/publications/forms

Contract, as well as any related costs; the foregoing expressly includes Arizona TPT, unemployment compensation insurance, social security, and workers’ compensation insurance.

5.0 Contract Changes

5.1 Assignment and Delegation

5.1.1 In Whole. Contractor shall not assign in whole its rights or delegate in whole its duties under the Contract without Procurement Officer’s prior written consent, which consent Procurement Officer may withhold at his or her discretion. If Contractor’s proposed assignment or delegation stems from a split, sale, acquisition, or other non-merger change in control, then no such consent will be given in any event without the assignee or delegate giving State satisfactory and equivalent evidence or assurance of its financial soundness, competency, capacity, and qualification to perform as that which Contractor possessed when State first awarded it the Contract.

5.1.2 In Part. Subject to Special Terms and Conditions sections 3.7 [Subcontract] with respect to subcontracting, Contractor may assign particular rights or delegate particular duties under the Contract, but shall obtain Procurement Officer’s written consent before doing so.