CTR079592_Contract_FE.pdf

OMR #: R738129

GSA ORDER ADDENDUM

This ADDENDUM TO CUSTOMER ORDER(S) (“Addendum”) is entered into as of the last date of signature below (the “Addendum

Effective Date”), by and between Lumen Technologies Government Solutions, Inc. (“Lumen”) and State of AZ – Department of

Economic Security (“Customer”), and modifies the Customer Order(s) with Document and/or Order Number SM10725243 (the

“Customer Order(s)”), a copy of which is attached hereto as EXHIBIT A . Lumen and Customer may be referred to herein collectively as the “Parties” and individually as a “Party.”

WHEREAS the Parties wish to modify the Customer Order(s) to incorporate revised terms applicable to the same.

NOW THEREFORE, the Parties agree to modify the Customer Order in the following limited respects:

1. Order Submittal. Contemporaneously with the execution of this Addendum, Customer shall execute and deliver the Customer Order to Lumen.

2. Term: The term of the resulting agreement shall begin on the date of the last signature specified on the GSA Order Addendum and shall remain in effect for two (2) years or as otherwise specified in this agreement, unless terminated, canceled, or extended as provided herein. Lumen agrees that the price stated in Exhibit A – Customer Order Form shall apply for the duration of the agreement.

3. Section 4. The Parties acknowledge and agree that Section 4 of the Order terms and conditions is replaced with the following:

“Services identified in this Order shall be governed by and subject to the contract number 47QTCA20D0077 between GSA and Lumen

Technologies Government Solutions, Inc. Customer agrees to the terms and conditions set forth in the GSA MAS contract between Lumen

Technologies Government Solutions, Inc. and GSA (the “GSA Contract”) and hereby confirms that it will follow the cooperative purchasing requirements set out by GSA. The service descriptions for Colocation Services, as set forth in the Parties’ State of Arizona Data Center

Services Contract, effective September 17, 2014, as amended, are hereby incorporated by reference.”

4. Limitation. This Addendum shall apply to the Customer Order and shall have no applicability to any other Customer Order(s) that Customer may have submitted or may submit to Lumen in the future.

5. The parties acknowledge that Lumen is acting as a reseller of Colocation Services supplied by its third-party vendor, Centersquare, which will not be classified as a subcontractor under the Arizona Special and Uniform Terms and Conditions (the “State

Terms”) or any of the certifications and forms attached to this Order.

6. Lumen will deliver licensed Colocation Services and space to the Customer through Centersquare. Lumen will not supply any equipment. Security services are limited to cage access for the Colocation space, and Lumen will not handle customer data. Lumen complies with the State Terms as agreed in the Arizona Carrier and Broadband Services Contract CTR075598 as they apply to the

Services in this Order. Based on the nature of the Services under this Order, Lumen will provide reporting, recordkeeping, administrative duties, invoicing, pricing, taxes, payment, inspection, testing, termination, and warranty terms only to the extent specified in the GSA

Contract and this Order.

7. Incorporation of Attachments. The following Attachments are incorporated into this Order Addendum and are listed in descending order of precedence:

• The GSA Contract

• This Order Addendum and its Exhibit A

• Attachment 1 State of Arizona Special and Uniform Terms and Conditions

• Attachment 2 Certification Regarding Lobbying

• Attachment 3 Participation in the Boycott of Israel

• Attachment 4 Certification Regarding: Debarment, Suspension, Ineligibility and Voluntary Exclusion

• Attachment 4A Instructions for Certification Debarment, Suspension, Ineligibility and Voluntary Exclusion

• Attachment 5 Forced Labor of Ethnic Uyghurs Ban

• Attachment 6 Mandatory Contract Provisions for Arizona State Agencies, as modified by the Parties

These terms and conditions have been read, are understood, and are hereby accepted as of the Addendum Effective Date.

LUMEN TECHNOLOGIES GOVERNMENT SOLUTIONS, INC. STATE OF AZ – DEPARTMENT OF ECONOMIC SECURITY

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Date Date

Version: October 2, 2025

State Assigned Contract Number: CTR079592

Lumen Internal Use - OMR #: 738129

Alex Khanin (Nov 21, 2025 16:50:17 MST) Alex Khanin

Alex Khanin

Manager- Offer Mangement

Nov 21, 2025

Yesenia Sandoval

11/24/2025

Chief Procurement Officer https://centurylink.na1.adobesign.com/verifier?tx=CBJCHBCAABAAY486_9Dy-QjMBSiG-EoYSEfyCQaOqRi8 https://azdesgov.na1.adobesign.com/verifier?tx=CBJCHBCAABAAWHfDnJ1VLnsRm5-HGFGdGK9eKHFL_bEZ

EXHIBIT A

THE CUSTOMER ORDER

[SEE ATTACHED]

Signature Block

Customer: State of AZ - Department of Economic Security

Total MRC: $55,213.94

Total NRC: 0

Signature:

https://azdesgov.na1.adobesign.com/verifier?tx=CBJCHBCAABAAWHfDnJ1VLnsRm5-HGFGdGK9eKHFL_bEZ

Name:

Title:

Date:

Customer and the individual signing above represent that such individual has the authority to bind Customer to this Agreement.

Yesenia Sandoval

Chief Procurement Officer

Special and Uniform Terms and Conditions

Contract

No.:

CTR079592

Description: Data Center Services

Attachment 1: Special and Uniform Terms and Conditions

ADES Special Terms and Conditions

1. Definition of Terms

In addition to the Uniform Terms and Conditions, Section 1, the following shall apply:

1.1 “Award Date” The date this Contract is executed by the Department. This may or may not be the same date as the “Effective Date” which is the date specified on the Offer and Acceptance or Signature Page.

1.2 “Client Specific Referral” Services or activities for which a referral has been made for a client by an authorized representative of the Department.

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

1.4 “Department” The Arizona Department of Economic Security (ADES), unless otherwise indicated.

1.5 “Effective Date” The date the Contractor is to start delivering services. The Effective Date is specified on the Offer and Award or Signature Page.

1.6 “Equipment” All vehicles, furniture, machinery, electronic data processing (EDP) equipment, software and all other equipment costing $5,000.00 or more, including all normal and necessary expenses incurred to make the equipment ready for its intended use (e.g., taxes, freight, installation, assembly and testing charges, etc.), and with a useful life of greater than one (1) year. Equipment as used herein does not include real property (e.g., land, building, structures, or facilities’ improvements).

1.7 “May” or “may” Indicates something that is not mandatory but permissible.

1.8 “Purchase Order” also known as “Purchase Authorization” or “Release Order” is an authorized document to procure goods or services.

1.9 “Shall or “shall” “Must” or “must” Indicates a mandatory requirement. Failure to meet these mandatory requirements may result in the rejection of a proposal as non-responsive.

1.10 “Should” or “should” Indicates something that is recommended but not mandatory. If the Contractor fails to provide recommended information, the State may, at its sole option, ask the Contractor to provide the information.

2. Advertising, Publishing and Promotion of Contract

In addition to the Uniform Terms and Conditions, Section 3.6, the following shall apply:

2.1 The Contractor shall provide to the Department for review and approval all reports or publications (written, visual or sound) which are funded or partially funded under this Contract, a minimum of fifteen (15) calendar days prior to public release. All reports and publications whether written, visual or verbal shall contain the following statement:

2.1.1 “This program was funded through a contract with the Arizona Department of Economic Security.

Points of view are those of the author and do not necessarily represent the official position or policies of the Department.”

3. Assignment

In addition to the Uniform Terms and Conditions, Section 5.3, the following shall apply:

3.1 Merger, Reorganization or Change of Ownership

3.1.1 A proposed merger, reorganization or change in ownership of the Contractor shall require prior written approval of the Department and may require an assignment of this Contract documented by a Contract Amendment. The Department may terminate this Contract pursuant to the Termination clauses of this Contract, if the Contractor does not obtain prior written approval or the Department determines that the change in ownership is not in the best interest of the State.

3.1.2 The Contractor shall submit a detailed merger, reorganization and/or transition of ownership plan to the Department, for review at least sixty (60) days prior to the effective date of the proposed change.

3.2 This Contract is voidable and subject to immediate cancellation by the Department upon the Contractor becoming insolvent, or filing proceedings in bankruptcy or reorganization under the United States Code, or assigning any right(s) or obligations under this Contract without the prior written consent of the Department.

4. Audit

In addition to the Uniform Terms and Conditions, Section 3.3, the following shall apply:

4.1 In compliance with the Federal Single Audit Act (31 U.S.C. § 7501-7506 as may be amended), Contractors designated as sub-recipients shall comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards as prescribed in 2 C.F.R. § 200.

4.2 Audits of non-profit corporations receiving Federal or State monies are required pursuant to Federal or State law and shall be conducted as provided in 31 U.S.C. § 7501-7506, and A.R.S. § 35-181.03, as may be amended, and any other applicable statutes, rules, regulations, and standards.

4.3 In accordance with A.R.S. § 35-214, the Contractor shall retain and shall contractually require each subcontractor to retain all data, books and other records (“records”) relating to this Contract for a period of five

(5) years after completion of this Contract, except if the Contractor is subject to Health Insurance Portability & Accountability Act of 1996 (Public Law 104-191) in which case such records shall be retained for six (6) years.

All records shall be subject to inspection and audit by the State at reasonable times. Upon request by the Department or the Attorney General’s Office, the Contractor shall produce the original of any or all such records.

5. Authorization for Services

5.1 Authorization for performance of services under this Contract shall be made only upon the issuance of a duly authorized Purchase Order (also referred to as “Purchase Authorization” or “Release Order”). The Purchase Order will indicate this 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. The Department shall not have any legal obligation to pay for services in excess of the amount indicated on the Purchase Order.

5.2 No further obligation for payment shall exist on behalf of the Department unless:

5.2.1 The Purchase Order is changed or modified with an official procurement change order, and/or

5.2.2 An additional Purchase Order is issued for purchase of services under this Contract.

6. Certification of Cost or Pricing Data

By submittal of the offer, the Contractor is certifying that, to the best of the Contractor’s knowledge and belief, any cost or pricing data submitted is accurate, complete, and current as of the date submitted or other mutually agreed upon date. Furthermore, the price to the State shall be adjusted to exclude any significant amounts by which the State finds the price was increased because the cost or pricing data furnished by the Contractor was inaccurate, incomplete, or not current as of the date of certification. Such adjustment by the State may include overhead, profit, or fees. The certifying of cost or pricing data does not apply when contract rates are set by law or regulation.

7. Certification Regarding Lobbying

In addition to the Uniform Terms and Conditions, Section 7.11, the following shall apply:

7.1 The Contractor shall comply with P.L. 101-121, Section 319 (31 U.S.C. section 1352) as may be amended, and 29 C.F.R. Part 93 as may be amended which prohibit the use of federal funds for lobbying and which state, in part: Except with the express authorization of Congress, the Contractor, its employees or agents, shall not utilize any federal funds under the terms of this contract to solicit or influence, or to attempt to solicit or influence, directly or indirectly, any member of Congress regarding pending or prospective legislation. Indian tribes, tribal organizations and any other Indian organizations are exempt from these lobbying restrictions with respect to expenditures that are specifically permitted by other federal law.

7.2 The Contractor agrees by submittal of the Certification Regarding Lobbying form, in compliance with 49 C.F.R.

Part 20.

8. Code of Conduct

The Contractor shall avoid any action that either creates or result in the appearance of its having:

8.1 Divulging or made an inappropriate use of information gathered or discovered pursuant to the performance of its duties under this Contract;

8.2 Acted on behalf of the State without appropriate authorization;

8.3 Provided favorable or unfavorable treatment to anyone;

8.4 Made a decision on behalf of the State that exceeded its authority, could result in partiality, or have a political consequence for the State;

8.5 Misrepresented or otherwise impeded the efficiency, authority, actions, policies, or adversely affected the confidence of the public or integrity of the State; or

8.6 A loss of impartiality when advising the State.

9. Competitive Bidding

If the Contractor is authorized to purchase the supplies and equipment itemized in this Contract for utilization in the delivery of contract services, this Contractor shall procure all such supplies and equipment at the lowest practicable cost and shall purchase all non-expendable items having a useful life of more than one (1) year and an acquisition cost of $1,000 or more, through generally accepted and reasonable competitive bidding processes. Any procurement in violation of this provision shall be considered a financial audit exception.

10. Compliance with Applicable Laws

In addition to the Uniform Terms and Conditions, Section 7.6, the following shall apply:

10.1 In accordance with A.R.S. § 36-557 as may be amended (Purchase of community developmental disabilities services; application; contracts; limitation), as applicable, all recipients of contract services shall have all of the same specified rights as they would have if enrolled in a service program operated directly by the State.

10.2 The Contractor shall comply with the requirements related to reporting to a peace officer or child protective services incidents of crimes against children as specified in A.R.S. §13-3620 as may be amended.

10.3 The Contractor shall comply with all applicable State and Federal statutes and regulations. This shall include A.R.S. § 23-722.01 as may be amended relating to new hire reporting, A.R.S. § 23-722.02 as may be amended relating to wage assignment orders to provide child support, and A.R.S. § 25-535 as may be amended relating to administrative or court-ordered health insurance coverage for children.

10.4 The Contractor shall comply with the Administrative Simplification rules in Title II of the Health Insurance Portability and Accountability Act of 1996 (P.L. 104-191) and all Federal regulations that are applicable to the operations of the Contractor by the dates required by the implementing Federal regulations as well as all subsequent requirements and regulations as published.

11. Confidentiality

11.1 The Contractor shall observe and abide by all applicable State and Federal statutes, rules and regulations regarding the use or disclosure of information including, but not limited to, information concerning applicants for and recipients of contract services. To the extent permitted by law, the Contractor shall release information to the Department and to the Attorney General's Office as required by the terms of this Contract, by law or upon their request.

11.2 The Contractor shall comply with the requirements of Arizona Address Confidentiality Program, A.R.S. §41- 161 et. seq. The Department will advise the Contractor as to applicable policies and procedures the Department has adopted for such compliance.

12. Contract Term and Option to Extend

12.1 The term of the resultant Contract shall be effective the date specified on the Offer and Acceptance or Signature Page and shall remain in effect for two (2) years or as otherwise specified by this Contract, unless terminated, cancelled, or extended as otherwise provided herein.

12.2 The State has no obligation to extend or renew this Contract. However, the State shall have the right, at its sole option, to renew this Contract in accordance with any extensions the State may receive for supplemental periods up to a maximum Contract term of four (4) years and three (3) months. In the event that the State exercises such right, all terms, conditions and provisions of the original Contract shall remain the same and apply during the renewal period with the exception of price. The Contractor shall agree that the price stated in the original Contract shall apply unless otherwise allowed.

12.3 Any extension or renewal must be made prior to the end of this Contract period specified in this Contract.

12.4 The Contractor shall not provide services prior to Contract term commencing or after the termination date of this Contract. There shall be no billable activity outside of this Contract effective dates except as otherwise authorized by the Department in writing.

13. Cooperation with the Department’s Investigation

All Contractors, providers, vendors and volunteers shall cooperate fully and truthfully with any Department investigation, including but not limited to an Investigation by Division or Internal Affairs. Failure to adhere to this condition may result in ADES taking all such actions it deems appropriate, including removal of Contractor personnel and/or witness from working with the Department clients up to termination of this Contract with the Department.

14. Data Sharing Agreement

14.1 When determined by the Department that sharing of confidential data will occur with the Contractor, the Contractor shall complete the ADES Data Sharing Request Agreement and submit the completed Agreement to the ADES Program Designated Staff prior to any work commencing or data shared. A separate Data Sharing Request Agreement shall be required between the Contractor and each DES Program sharing confidential data.

14.2 The Data Sharing Request Agreement is located at: http://des.az.gov/documents-center. In the “Search” field type “Data Sharing” and click “Apply”. The search will produce the following results:

14.2.1 Document Number J-119-Single (For requests involving a single division or program).

15. Equipment

15.1 If the Contractor is authorized to purchase Equipment, it shall be itemized in this Contract for utilization in the delivery of contract services. If Equipment is purchased as authorized by this Contract, the Contractor shall maintain complete and up-to-date inventory records for all Equipment purchased hereunder. Equipment specifically designated within this Contract, to be purchased in whole or in part with the Department funds, shall be reported in accordance with Department inventory policies and procedures. The Contractor shall report Equipment purchased under this Contract funds to the Department within thirty (30) days of purchase, perform an annual inventory of all Equipment purchased with Department funds and submit the Equipment inventory form to the Department person designated to receive notices.

15.2 The Department shall retain an equitable interest equal to the purchase price paid, or a fair estimate or appraisal of current market value, whichever is greater, in all Equipment purchased under this Contract. The Department shall be included as a co-insured on any insurance policy which covers Equipment purchased under this Contract.

15.3 The Contractor shall not dispose of any Equipment purchased under this Contract without the prior written consent of the Department during and after this Contract term. Such consent, if given, may include direction as to the means of disposition and the utilization of proceeds, including any necessary adjustments to this Contract.

15.4 Upon termination of this Contract, any Equipment purchased under this Contract shall be disposed of as directed by the Department and, if sold, the Department shall be compensated in the amount of its equitable interest.

15.5 Under a fixed price contract, Section 17.1 through 17.4 do not apply unless specifically required by federal or state law.

16. Evaluation

16.1 The Department may evaluate, and the Contractor shall cooperate in the evaluation of, contract services.

Evaluation may assess the quality and impact of contract services, either in isolation or in comparison with other similar services, and assess the Contractor's progress and/or success in achieving the goals, objectives and deliverables set forth in this Contract.

http://des.az.gov/documents-center

16.2 As requested by the Department, the Contractor shall participate in third-party evaluations relative to Contract impact in support of Department goals.

17. E-Verify

In addition to the Uniform Terms and Conditions, Section 3.12, the following shall apply:

17.1 The Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214(A) as may be amended.

17.2 A breach of a warranty regarding compliance with Federal and State immigration laws and regulations shall be deemed a material breach of this Contract and the Contractor may be subject to sanctions up to and including termination of this Contract.

17.3 Failure to comply with a State audit process to randomly verify the employment records of contractors and subcontractors shall be deemed a material breach of this Contract and the Contractor may be subject to sanctions up to and including termination of this Contract.

17.4 The Department retains the legal right to inspect the papers of any employee who performs work under this Contract to ensure that the Contractor or subcontractor is complying with the warranty above.

18. Fair Hearings and Service Recipients' Grievances

18.1 The Contractor shall advise all applicants for and recipients of contract services of their right, at any time and for any reason, to present to the Contractor and to the Department any grievances arising from the delivery of contract services, including, but not limited to, ineligibility determination, reduction of services, suspension or termination of services, or quality of services. The Department may assert its jurisdiction to hear the grievance or refer the matter to the appropriate authority.

18.2 The Contractor, whenever authorized by law, shall maintain a formal system acceptable to and approved by the Department for reviewing and adjudicating grievances by service recipients or subcontractors arising from this Contract.

19. Federal Immigration and Nationality Act

In addition to the Uniform Terms and Conditions, Section 3.11, the following shall apply:

19.1 By entering into this Contract, the Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA) and all other Federal immigration laws and regulations related to the immigration status of its employees. The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of this Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the U.S. Department of Labor's Immigration and Control Act, for all employees performing work under this Contract. I-9 forms are available for download at USCIS.GOV.

19.2 The State may request verification of compliance for any Contractor or subcontractor performing work under this Contract.

20. Fees and Program Income

Unless specifically authorized in this Contract, the Contractor shall impose no fees or charges of any kind upon recipients for contract services.

21. Inclusive Contractor

Contractor is encouraged to make every effort to utilize subcontractors that are small, women-owned and/or minority owned business enterprises. This may include subcontractors for a percentage of the administrative or direct service(s) being proposed. A Contractor who is committing a portion of its work to such subcontractors shall do so by identifying the type of service and work to be performed by providing details concerning the Contractor’s utilization of small, women-owned and/or minority business enterprises. Emphasis should be placed on specific areas that are subcontracted, and the proposed percentage of this Contract.

22. Indemnification and Insurance

22.1 Indemnification Clause

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

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

22.2 Insurance Requirements

22.2.1 Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.

22.2.2 The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance.

22.3 Minimum Scope and Limits of Insurance

The Contractor shall provide coverage with limits of liability not less than those stated below.

22.3.1 Commercial General Liability (CGL) – Occurrence Form

Policy shall include bodily injury, property damage, and broad form contractual liability coverage.

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Damage to Rented Premises $ 50,000

Each Occurrence $1,000,000

22.3.1.1 The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor.

22.3.1.2 Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

22.3.2 Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Contract.

Combined Single Limit (CSL) $1,000,000

22.3.2.1 Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor.

22.3.2.2 Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards,

22.3.3 Workers’ Compensation and Employers' Liability

Workers' Compensation Statutory

Employers' Liability

Each Accident $1,000,000

Disease – Each Employee $1,000,000

Disease – Policy Limit $1,000,000

22.3.3.1 Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards,

22.3.3.2 This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

22.3.4 Technology Errors & Omissions Insurance – Required as applicable to the services provided.

Each Claim $2,000,000

Annual Aggregate $2,000,000

22.3.4.1 Such insurance shall cover errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract.

22.3.4.2 Coverage shall include copyright infringement, infringement of trade dress, domain name, title or slogan.

22.3.4.3 In the event that the Tech E&O insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, continuous coverage will be maintained for a period of two (2) years, beginning at the time work under this Contract is completed.

22.3.5 Network Security (Cyber) and Privacy Liability – Required as applicable to the services provided.

Each Claim $2,000,000

Annual Aggregate $2,000,000

22.3.5.1 Such insurance shall include, but not be limited to, vicarious liability coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft, theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit remediation and credit monitoring, defense and claims expenses, regulatory defense costs , cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss.

22.3.5.2 In the event that the Network Security and Privacy Liability insurance required by this Contract is written on a claims- made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, continuous coverage will be maintained, for a period of two (2) years beginning at the time work under this Contract is completed.

22.4 Additional Insurance Requirements

The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions:

22.4.1 The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41- 621 (E).

22.4.2 Insurance provided by the Contractor shall not limit the Contractor’s liability assumed under the indemnification provisions of this Contract.

22.5 Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed or emailed to (Arizona Department of

Economic Security C/O: myCOI, 1075 Broad Ripple Ave, Suite 313, Indianapolis, IN 46220 or support@myCOItracking.com).

22.6 Acceptability of Insurers

Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

22.7 Verification of Coverage

Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that Contractor has the insurance as required by this Contract.

An authorized representative of the insurer shall sign the certificates.

22.7.1 All such certificates of insurance and policy endorsements must be received by the State before work commences. The State’s receipt of any certificates of insurance or policy endorsements that do not comply with this written agreement shall not waive or otherwise affect the requirements of this agreement.

22.7.2 Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach.

22.7.3 All certificates required by this Contract shall be sent as instructed by the requesting Department.

The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

22.8 Subcontractors

Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department reserves the right to require, at any time throughout the life of this Contract, proof from the Contractor that its subcontractors have the required coverage.

22.9 Approval and Modifications

The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. Such action will not require a formal Contract Amendment but may be made by administrative action.

22.10 Exceptions

In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply.

23. IT 508 Compliance

Unless specifically authorized in this Contract, any electronic or information technology offered to the State of

Arizona under this Contract shall comply with A.R.S. § 18-131 and § 18-132 as may be amended and Section

508 of the Rehabilitation Act of 1973, which requires that employees and members of the public shall have access to and use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities.

24. Levels of Service

24.1 If the Contractor determines service recipient eligibility, the Contractor shall maintain and regulate the units or services set forth in this Contract to ensure continuity and availability of services to eligible persons during the term of this Contract and during any transition to a subsequent contractor.

24.2 The Department makes no guarantee to purchase specific quantities of goods or services, or to refer eligible persons as may be identified or specified herein. Further, it is understood and agreed that this Contract is for the sole convenience of the Department and that the Department reserves the right to obtain like goods or services from other sources when such need is determined necessary by the Department.

24.3 Any administration within the Department may obtain services under this Contract.

24.4 Contract services may be moved or expanded to other site locations within the geographic area awarded only by a written Contract Amendment.

24.5 The Department makes no guarantee to purchase all of the service units authorized or to provide any number of referrals. If quantities of units are specified, they are estimates only and the Department may decrease and/or increase them by providing written notice to the Contractor.

24.6 When the method of compensation for the service is Fixed Price with Price Adjustment, this Contract may be amended, by mutual agreement, to purchase additional services by increasing this Contract’s itemized service budget and/or budget summary.

25. Non-Availability of Funds

In addition to the Uniform Terms and Conditions, Sections 4.5 and 4.6, the following shall apply:

In accordance with A.R.S. § 35-154, every payment obligation of the State under this Contract is conditioned upon the availability of funds appropriated or allocated for payment of such obligation. If funds are not allocated and available for the continuance of this Contract, this Contract may be terminated by the State at the end of the period for which funds are available. The Director of the Department shall have the sole and unfettered discretion in determining the availability of funds. No liability shall accrue to the State in the event this provision is exercised, and the State shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph.

26. Non-Discrimination

In addition to the Uniform Terms and Conditions, Section 3.2, the following shall apply:

26.1 Unless exempt under Federal law the Contractor shall comply with Title VII of the Civil Rights Act of 1964 as amended. Contractor shall comply with the Age Discrimination in Employment Act. The Contractor shall comply with the Rehabilitation Act of 1973, as amended, which prohibits discrimination in the employment or advancement in employment of qualified persons because of physical or mental handicap. The Contractor shall comply with the requirements of the Fair Labor Standards Act of 1938, as amended.

26.2 The Contractor shall comply with Title VI of the Civil Rights Act of 1964, which prohibits the denial of benefits of or participation in contract services on the basis of race, color, or national origin. The Contractor shall comply with the requirements of Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of disability in delivering contract services; and with Title II of the Americans with Disabilities Act, and the Arizona Disability Act, which prohibit discrimination on the basis of physical or mental disabilities in the provision of contract programs, services and activities.

26.3 The following shall be included in all publications, forms, flyers, etc. that are distributed to recipients of contract services:

26.3.1 “Under Titles VI and VII of the Civil Rights Act of 1964 (Title VI and VII) and the Americans with Disabilities Act of 1990 (ADA) Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, (insert Contractor name here) prohibits discrimination in admissions, programs, services, activities or employment based on race, color, religion, sex, national origin, age, and disability. The (insert Contractor name here) must make a reasonable accommodation to allow a person with a disability to take part in a program, service, or activity. Auxiliary aids and services are available upon request to individuals with disabilities. For example, this means that if necessary, the (insert Contractor name here) must provide sign language interpreters for people who are deaf, a wheelchair accessible location, or enlarged print materials. It also means that the (insert Contractor name here) will take any other reasonable action that allows you to take part in and understand a program or activity, including making reasonable changes to an activity. If you believe that you will not be able to understand or take part in a program or activity because of your disability, please let us know of your disability needs in advance if at all possible. To request this document in alternative format or for further information about this policy please contact: (insert Contractor contact person and phone number here) “Para obtener este documento en otro formato o obtener información adicional sobre esta política, (insert Contractor contact person and phone number here).”

27. Notices

In addition to the Uniform Terms and Conditions, Section 3.5, the following shall apply:

27.1 All notices shall reference the contract number.

27.2 The Contractor shall give written notice to the Department of changes to the following, and a written amendment to this Contract shall not be necessary:

27.2.1 Change of telephone number;

27.2.2 Changes in the name and/or address of the person to whom notices are to be sent;

27.2.3 Changes in Contract-related personnel positions of the Contractor which do not affect staffing ratios, staff qualifications or specific individuals required under this Contract; or

27.2.4 In a fixed price with price adjustment contract, whenever there is less than a ten percent (10%) increase in any budget category; any such increase must be offset by an equal value decrease in another budget category or categories.

28. Order of Precedence

In addition to the Uniform Terms and Conditions, Section 2.3, the below shall apply:

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

28.1 ADES Special Terms and Conditions;

28.2 Uniform Terms and Conditions;

28.3 Scope of Work or Specification;

28.4 Attachments that are not included in the Special Terms and Conditions or Uniform Terms and Conditions;

28.5 Exhibits; and

28.6 Documents referenced or included in the Solicitation.

29. Pandemic Contractual Performance

In addition to Uniform Terms and Conditions, Section 7.10, the following shall apply:

29.1 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:

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

29.1.2 Alternative methods to ensure there are services or products in the supply chain.

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

29.2 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:

29.2.1 After the official declaration of a pandemic, the State may temporally void this Contract(s) in whole or specific sections if the Contractor cannot perform to the standards agreed upon in the initial terms.

29.2.2 The State shall not incur any liability if a pandemic is declared and emergency procurements are authorized by the Director of the Arizona Department of Administration per A.R.S. § 41-2537 as may be amended of the Arizona Procurement Code.

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

30. Payments

In addition to the Uniform Terms and Conditions, Section 4.3, the following shall apply:

30.1 Payments shall be made according to the type of payment defined as follows:

30.1.1 Rate (or) Fixed Price - The Contractor is paid a specified amount for each unit of service or deliverable as designated in this Contract, not to exceed the maximum number of authorized units if indicated by the Department for each contract service/deliverable. The Department may authorize units throughout the term of this Contract by amending this Contract or through the process of issuing Release Orders. A Release Order is a separate document and the amount of the Release Order may be increased or decreased throughout the term of this Contract without amending this Contract. A client specific referral is considered a form of Release Order as well as a Purchase Authorization or other similarly named document.

30.2 The Contractor shall report to the Department in the manner prescribed by the "Reporting Requirements" section of these terms and conditions. Upon receipt of applicable, accurate and complete reports, the Department will authorize payment or reimbursement in accordance with the type of payment indicated by this Contract.

30.3 If the Contractor is in any manner in default in the performance of any obligation under this Contract, or if audit exceptions are identified, the Department may, at its option and in addition to other available remedies, either offset the amount or withhold payment up to the amount in dispute or default.

30.4 Under no circumstances will the Department make payment to the Contractor that exceeds the units authorized.

30.5 The Contractor may offer a price reduction adjustment at any time during the term of this Contract. Any price reduction shall be executed by a Contract Amendment.

31. Payment Recoupment

The Contractor shall reimburse the Department upon demand or the Department may deduct from future payments the following:

31.1 Any amounts received by the Contractor from the Department for Contract services which have been inaccurately reported or are found to be unsubstantiated;

31.2 Any amounts paid by the Contractor to a subcontractor not approved in writing by the Department;

31.3 Any amount or benefit paid directly or indirectly to an individual or organization not in accordance with the “Substantial Interest” section of these terms and conditions;

31.4 Any amounts paid by the Department for services which duplicate services covered or reimbursed by other specific grants, contracts, or payments;

31.5 Any amounts expended for items or purposes determined unallowable by the Department when this Contract provides for the reimbursement of costs, see the “Unallowable Costs” section of these terms and conditions;

31.6 Any amounts paid by the Department for which the Contractor’s books, records, and other documents are not sufficient to clearly substantiate that those amounts were used by the Contractor to perform contract services;

31.7 Any amounts received by the Contractor from the Department which are identified as a financial audit exception;

31.8 Any amounts paid or reimbursed in excess of this Contract or service reimbursement ceiling;

31.9 Any amounts paid to the Contractor which are subsequently determined to be defective pursuant to the “Certification of Cost or Pricing Data” section of these terms and conditions; and

31.10 Any payments made for services rendered before this Contract effective date or after this Contract termination date.

32. Personnel

The Contractor’s personnel shall satisfy all qualifications, carry out all duties, and provide the hours of service as set forth in this Contract.

33. Predecessor and Successor Contracts

The execution or termination of…