Exhibit 1 - RFP Terms & Conditions.pdf

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EXHIBIT 1: RFP TERMS & CONDITIONS

Proposals that take exception to any Terms & Conditions stated within this Request for Proposal may cause the proposal to be considered non-responsive or may result in cancellation of contract if already awarded.

The following are definitions as set forth in these Terms & Conditions:

• Supplier means a person or firm in the business of selling or otherwise providing products, materials or services.

• Offeror means a Supplier making an offer in response to a Request for Proposal.

• Contractor means any person or firm who has a contract with CCC; a successful Offeror who is awarded a contract with CCC becomes a Contractor.

• CCC means Coconino County Community College District d.b.a. Coconino Community College.

The Terms & Conditions, which become part of any award made from this RFP, constitute the provisions of the agreement to be executed between CCC and the successful Offeror. CCC reserves the right to negotiate with the successful bidder and modify any of the provisions of the agreement upon mutual agreement of the parties.

1. Advertising and Promotion of Contract: The Contractor shall not advertise or publish information for commercial benefit concerning this Contract without the prior written approval of the Purchasing Officer.

2. Arbitration: In accordance with ARS § 12-1518, the parties to agree to resolve all disputes arising out of or relating to this Contract through arbitration, after exhausting applicable administrative review except as may be required by other applicable statutes.

3. Assignment: Contractor shall not, directly or indirectly, in whole or in part, sell, transfer, assign, convey, pledge, encumber or otherwise dispose of the resulting contract without first obtaining the written consent of CCC’s Director of Purchasing and Contracts or designee.

4. Binding Effect: The parties agree that the resulting contract shall be binding upon their respective successors, assigns or transferees of any nature, if assignment and/or transfer are permitted in accordance with the terms of the resulting contract.

5. Charges Outside Scope of Agreement: Charges of the Contractor for services not permitted by or beyond the scope of the resulting contract shall be an expense of the Contractor and not of or reimbursable by Coconino Community College unless pre-approved in writing by the Director of Purchasing & Auxiliary Services or designee.

6. E-Verify: In accordance with ARS § 41-4401, Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with AAC Section A.R.S. § 23-214, Subsection A. Contractor acknowledges that a breach of this warranty by Contractor or by any subcontractor or sub-subcontractor under the resulting contract shall be deemed a material breach of the resulting contract, and is grounds for penalties, including termination of the resulting contract, by CCC. CCC retains the legal right to inspect the documents of any Contractor, subcontractor and sub-subcontractor employee who performs work under the resulting contract, and to conduct random verification of the employment records of the resulting Contractor and each subcontractor and sub-subcontractor who works on the resulting contract, to ensure that the resulting Contractor and each subcontractor and sub-subcontractor is complying with the warranties set forth above. Contractor shall defend, indemnify and hold harmless CCC, its District Governing Board members, officers, employees and agents from and against any and all claims and demands of any nature, including fines, penalties and expenses of litigation, for which CCC is found, or is alleged to be, liable arising out of the breach of any warranties of the resulting Contractor or any subcontractor or sub-Contractor as specified in this paragraph.

7. Confidential Information

7.1 Confidential Information Defined: For purposes of this Contract, Confidential Information, including data, is defined as any and all CCC information and data whose collection, sharing, dissemination, use, preservation, https://www.coconino.edu/

Updated 1/01/24 Page 2 of 9 disclosure, protection, storage, destruction, and/or disposition is governed by federal, state, local and/or international law or regulation. Confidential Information includes, but is not limited to, Social Security Numbers, student records, student financial records regarding students (or their parents or sponsors), financial and personal information regarding CCC employees and students, protected health information (as identified by the Health Information. Portability and Accountability Act), and other personally identifiable information protected by applicable law or regulation. In addition, Confidential Information includes data and other information that is proprietary to or developed by CCC such as institutional financial and performance records. Confidential Information does not include information the receiving party already knows; information that becomes available to the public except as a result of disclosure by the receiving party in violation of this Contract; and information that becomes known to the receiving party from a source other than the disclosing party on a non-confidential basis.

7.2 Use of Confidential Information: Contractor agrees that the Confidential Information provided to it during the Contract or to which it may potentially have access, during the provision of services related therein, shall be used only and exclusively to support this Contract, service and service execution and not for any other purpose. The receiving party will limit access to Confidential Information to its employees whom need to know the Confidential Information in order to carry out the activities under this Purchase Order, and will instruct those employees to keep the information confidential.

7.3 Contractor Safeguards: At all times during this Purchase Order, Contractor will maintain appropriate administrative, technical and physical safeguards to protect the security and privacy of Confidential Information in use, in motion, or in rest. The safeguards include, but are not limited to, implementation of adequate privacy and security policies and data breach response plans that comply with industry standards and the requirements of applicable laws and the regulatory agencies responsible for enforcing them.

7.4 Reporting Incidents: Contractor shall inform CCC’s Director of Purchasing & Auxiliary Services by sending an email to ryan.bouwhuis@coconino.edu and purchasing@coconino.edu immediately, and in no event later than one (1) business day if Contractor and/or its agents have reason to believe that an actual or suspected security incident (unauthorized access and/or misappropriation of Confidential Information) or any other circumstances has occurred in which CCC may be required to perform a risk assessment and/or provide a notification under applicable law, at which point CCC external legal counsel will determine any additional information needed or steps to be taken, and will make a legal determination regarding its course of action.

Any such notice will provide a description about the Confidential Information that was accessed as Contractor has available at the time of notice.

7.5 Transmission Outside of The United States: To the extent that the Contractor transmits or processes CCC Confidential Information outside of the United States, it agrees to comply with the data security and privacy laws of each country through which such information is transmitted or processed, as well as the data security and privacy laws of the jurisdiction of residence for the individuals whose data is used by the Contractor. If Contractor, employees, or any tier of the Contractor’s agent(s) in the performance of this Purchase Order hosts or maintains CCC Confidential Information on its technology, Contractor warrants and confirms that the hosting or maintenance of that information meets the applicable legal and industry security standards, including qualifying for the “safe harbor” rules under applicable data breach laws.

8. Contract Administration: Contractor must notify Purchasing Services for guidance or direction of matters of contract interpretation or problems regarding the terms, conditions or scope of this contract.

9. Contract Documents: The RFP, Plans, Specifications, Special Provisions, Addenda (if any), Bid Proposal and Schedule (as accepted by the Owner), this Contract, Certificates of Insurance if required, and Change Orders are by this reference the Contract Documents and are made a part of the Contract to the same extent as if set forth herein in full.

10. Contract Format: The resulting award notice will incorporate this RFP, the response thereto, all additional agreements and stipulations, and the results of any final negotiations. All of these documents will constitute the final contract.

11. Contract Modification: Any changes to the resulting contract (including any renewals, or amendments of any type) must be agreed upon both parties and approved in writing by CCC’s Director of or his/her designee and the resulting contracting company’s authorized signatory.

mailto:ryan.bouwhuis@coconino.edu mailto:purchasing@coconino.edu

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12. Contract Renewal: Written notice of any intent for renewal will be given by CCC to the Contractor thirty-days

(30) before the end of the resulting contract, if CCC determines that such action is in the best interest of CCC. If the Contractor does not wish to renew the contract, written notice must be given to CCC’s Director of Purchasing Services for consideration at least ninety (90) calendar days prior to the end of the resulting contract period.

13. Contract Status: The response to this RFP will be considered as an offer to contract. After final negotiations, CCC in accordance with the section below will issue an acceptance of the RFP offer.

14. Contract Termination

14.1 Termination for Appropriation: In accordance with ARS § 35-154, every payment obligation of CCC under the 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 CCC at the end of the period for which funds are available. No liability shall accrue to CCC in the event this provision is exercised, and CCC shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph.

14.2 Termination for Bankruptcy: CCC may terminate the resulting contract immediately if the Contractor files for bankruptcy or receivership, or takes any actions relating to insolvency, such as an assignment for the benefit of creditors.

14.3 Termination for Conflict of Interest: In accordance with A.R.S. § 38-511, CCC may within three years after execution cancel the Contract, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of CCC, at any time while the Contract is in effect, becomes an employee or agent or any other party to the Contract in any capacity or a consultant to any other party of the Contract with respect to the subject matter of the Contract.

14.4 Termination for Convenience: CCC reserves the right to terminate the Contract, in whole or in part at any time, when in the best interests of CCC without penalty recourse. Upon receipt of the written notice, the Contractor shall immediately stop all work as directed in the notice, notify all subcontractors of the effective date of the termination and minimize all further costs to CCC. In the event of termination under this paragraph, all documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to CCC. The Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed, and materials accepted before the effective date of the termination.

14.5 Termination of Default: In the event that the Contractor breaches any of the terms and provisions of the Contract, CCC reserves the right to accurately and specifically describe the unsatisfactory performance or condition in a written notice by email or registered/certified mail to the Contractor requiring that this be corrected within a ten (10) day period from the date said notice is received by the Contractor. If the condition is not remedied within this time period, failure to do so on the part of the Contractor may result in CCC resorting to any single or combination of the following remedies:

14.1.1 Reserve all rights or claims to damage for breach of any covenants of the contract

14.1.2 Perform any test or analysis on materials (equipment/products) for compliance with the specifications of the contract. If the results of any test or analysis find a non-compliance with the specifications, the actual expense of testing shall be borne by the Contractor;

14.1.3 In case of default, CCC reserves the right to purchase materials and/or services, or to complete the required work in accordance with the needs of CCC. CCC may recover any actual excess costs from the Contractor by:

a. Deduction from an unpaid balance;

b. Collection against the bid and/or performance bond, or;

c. Any combination of the above or any other remedies as provided by law.

14.6 Termination for Gratuities: CCC may, by written notice, terminate this Contract, in whole or in part, if CCC determines that employment or gratuity was offered or made by the Contractor or a representative of the Contractor to any officer or employee of CCC for the purpose of influencing the outcome of the procurement or securing the Contract, an Amendment to the Contract, or favorable treatment concerning the Contract, including the making of any determination or decision about Contract

Updated 1/01/24 Page 4 of 9 performance. CCC, in addition to any other rights or remedies, shall be entitled to recover exemplary damages in the amount of three (3) times the value of the gratuity offered by the Contractor.

14.7 Termination for Suspension or Debarment: CCC may, by written notice to the Contractor, immediately terminate this Contract if CCC determines that the Contractor has been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body. Submittal of an offer or execution of a contract shall attest that the Contractor is not currently suspended or debarred. If the Contractor becomes suspended or debarred, the Contractor shall immediately notify CCC.

15. Contractor’s Risk: Contractor agrees to bear all risk of loss, injury, or destruction of goods and materials ordered as a result of this Request for Proposal, which occurs prior to delivery to CCC; and such loss, injury, or destruction shall not release Contractor from any obligation hereunder.

16. Cooperative Purchasing: Any contract resulting from this solicitation shall be for the use of CCC. In addition, public and nonprofit agencies that have entered into a Cooperative Purchasing Agreement with CCC’s Purchasing Services are eligible to participate in any subsequent contract. Additionally, the resulting contract is eligible for use by the Strategic Alliance for Volume Expenditures (SAVE) cooperative. See https://mesaaz.gov/business/purchasing/save for a listing of participating agencies. The parties agree that these lists are subject to change. Any orders placed to, or services required from, the successful Contractor will be requested by each participating agency. Payment for purchases made under this agreement will be the sole responsibility of each participating agency. The resulting Contractor may negotiate additional expenses incurred as a result of participating agencies’ usage of the resulting contract (i.e., freight charges, travel related expenses, etc.). Additionally, the resulting Contractor may negotiate pricing adjustments (upwards or downwards) based upon the participating agency’s requirements. CCC shall not be responsible for any disputes arising out of transactions made by others.

17. Entire Agreement: The resulting contract expresses the totality of the terms of the agreement between the parties. Any verbal representation shall have no force or effect whatsoever. The resulting contract shall supersede and replace any and all prior agreements between the parties with respect to the subject matter covered by the resulting contract. The parties each represent that no promises, representations or inducements have been made by the other party with respect to the subject matter of the resulting contract, except as specifically set forth herein. The resulting contract may not be changed, altered, modified or amended except by an agreement in writing signed by both parties.

18. Non-Discrimination: In accordance with ARS § 41-1461, et seq, Contractor shall provide equal employment opportunities for all persons, regardless of race, color, creed, religion, sex, age, national origin, disability or political affiliation. Contractor shall comply with the Americans with Disabilities Act.

19. Financial Transactions: If Contractor is responsible for handling any type of financial transaction for CCC, the Contractor shall demonstrate annually, as applicable, that it complies with the Statement on Standards for Attestation Engagements (SSAE) No. 16, known as SSAE 16, established by the Auditing Standards Board (ASB) and the American Institute of Certified Public Accountants (AICPA). The Contractor shall provide its annual report, as applicable, on a reporting form or forms adopted as part of SSAE 16 no later than 30 days after CCC requests in writing.

20. Force Majeure: If the performance of a party under this Contract is interrupted or suspended due to riots, war, public emergencies or calamities, fires, earthquakes, Acts of God, government restrictions, labor disturbances or strikes, civil tumult, epidemic, pandemic or another condition beyond any control of that party (“Force Majeure”), performance by that party will be suspended for the reasonable duration of the Force Majeure. The party claiming that its performance is interrupted or prevented must promptly deliver written notice to the other party identifying the Force Majeure and use its best efforts to perform to the extent that it is able. If the Force Majeure does not abate within a reasonable amount of time, then either party may terminate this Contract by providing written notice to the other party. In the event of non-performance, payments by CCC shall be suspended and excused and any deposit payment(s) advanced by CCC shall be returned promptly. In the event of performance, Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed, and materials accepted before the effective date of Force Majeure written notice.

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Alternatively, the parties may agree to extend the term of the Contract for a mutually agreed upon period of time.

21. Applicable Law: In accordance with ARS § 41-2501, et seq, and AAC R2-7-101, et seq, Contract shall be governed and interpreted by the laws of the State of Arizona. Both parties hereby irrevocably submit to the personal jurisdiction of the United States District Court for the District of Arizona or the Court of Coconino County, Arizona in any action or proceeding arising out of or relating to this Agreement, and hereby irrevocably agree that all claims in respect to any such action or proceeding may be heard or determined in either such court.

The Contractor shall comply with all laws, ordinances, and regulations of any applicable federal, state, county, or city government, bureau, or department applicable to the performance of the services described herein. CCC agrees to provide all cooperation reasonably necessary for such compliance. In addition, the Contractor shall also comply with all College policies and regulations currently and/or in the future pertain to service under the resulting contract. These laws, ordinances, regulations, and policies shall apply to the resulting contract throughout, and they will be deemed to be included in the resulting contract the same as though written out in full and shall indemnify, hold harmless, and defend CCC from any and all costs or expenses whatsoever arising out of Contractor's compliance or noncompliance therewith.

22. Indemnification and Liability Limitations: To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless CCC, its agents, officers, officials, employees, and volunteers from and against all claims, damages, losses, and expenses (including but not limited to attorney fees and court costs) arising from breach of a material term of this Contract, or from the negligent or intentional acts or omissions of the Contractor, its agents, employees, or any tier of Contractor's subcontractors in the performance of the Contract.

The amount and type of insurance coverage requirements set forth above will in no way be construed as limiting the scope of indemnification in this paragraph. If applicable, Contractor shall also indemnify, defend, and hold harmless CCC and its officers, officials, employees and agents against any claim (including but not limited to attorney fees and court costs) that their authorized use of Contractor’s services or goods under this Contract violates the claimant’s property rights. Contractor shall be responsible for obtaining any copyright, patent, trademark or intellectual property consents for goods or services that it provides under this Contract.

Because CCC is a public institution, any indemnification, liability releases, or hold harmless provisions are limited as required by Arizona law. CCC’s liability under any claim for indemnification is limited to claims for property damage, personal injury, or death to the extent caused by negligent or intentional acts or omissions of CCC. Any indemnity obligation of CCC is further subject to and conditioned by available insurance coverage.

23. Insurance Requirements: The Contractor shall maintain during the term of the resulting contract the following insurance policies issued by companies licensed in Arizona with a current A.M. Best rating of A: VII or better.

Prior to commencing work or services, Contractor shall furnish CCC’s Purchasing Services with certificates of insurance listing Coconino Community College as Additional Insured and evidencing the required coverage, conditions, and limits required by the resulting contract.

23.1 Commercial General Liability insurance with a limit of not less than $1,000,000 per occurrence for bodily injury, property damage, personal injury, products and completed operations, and blanket contractual coverage, including but not limited to, the liability assumed under the indemnification provisions of the resulting contract.

23.2 Automobile Liability insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000.00 each occurrence with respect to the Contractor’s owned, hired, and non-owned vehicles.

23.3 Worker’s Compensation insurance with limits statutorily required by any Federal or State law and Employer’s Liability insurance of not less than $1,000,000 for each accident, $100,000 disease for each employee, and $500,000 disease policy limit.

23.5 Certificates: Successful bidder shall furnish annually to CCC, a certificate or certificates of insurance from an insurance company licensed to do business in the State of Arizona showing that the prescribed policies are in force and effect and each certificate shall provide that the insurance company shall not change or cancel any insurance until CCC has been notified, in writing, at least thirty (30) days before the date of change or cancellation. Additionally, the Contractor agrees to provide evidence that its management employees are bonded. Submission on the required documents shall be due before the start of each contract year.

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23.6 No Warrant: CCC in no way warrants that the minimum limits set forth above are sufficient to protect the Contractor from liabilities that may arise of out Contractor’s services. The insurance requirements are minimum and in no way limit the indemnity covenants contained in an Agreement between CCC and the Contractor.

23.7 Network Security and Privacy Liability (if applicable): Coverage in an amount not less than $2,000,00 per claim and annual aggregate, covering all acts, errors, omissions, negligence, infringement of intellectual property (except patent and trade secret); network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or other negligence in handling of confidential information , privacy perils, and including coverage for related regulatory defense and penalties; data breach expenses, in an amount not less than $2,000,000 and payable whether incurred by CCC or Contractor including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for CCC or on behalf of CCC hereunder. The policy shall contain an affirmative coverage grant for contingent bodily injury and property damage emanating from the failure of the technology services or an error or omission in the content/information provided. Such insurance shall be maintained in force at all times during the term of the agreement and for a period of three years thereafter for services completed during the term of the agreement. CCC shall be given 30 days’ notice of the cancellation or expiration of the aforementioned insurance for any reason.

24. Key Personnel: It is essential that the Contractor provide adequately experienced personnel, capable of and devoted to the successful accomplishment of work, to be performed under this contract. The Contractor must agree to assign specific individuals to the key positions. Requests to make changes of such personnel will be submitted to CCC in writing for prior approval. Such approval will not be unreasonably withheld. CCC reserves the right to request that key personnel individuals be removed from providing services to CCC and be replaced by personnel agreeable to CCC if it is deemed by CCC to be in its best interests.

25. Liability for Taxes: The Contractor assumes complete liability for all taxes applicable to the operations, income, and transactions of the Contractor. CCC shall not be liable and will not make reimbursement to the Contractor for any tax imposed either directly or indirectly upon the Contractor by any authority by reason of the resulting contract or otherwise.

26. Licenses: Contractor shall maintain in current status all Federal, State and Local licenses and permits required for the operation of the business conducted by the Contractor.

27. No Liens: Contractor shall keep CCC free and clear of any and all liens asserted by any person or firm for any reason arising out or as a result of the furnishing of goods and/or services by or to Contractor by any third party.

28. Order of Precedence: In the event of a conflict between the specifications, requirements, terms and conditions contained in the RFP, the RFP Response, and the Supplemental Agreement, the Supplemental Agreement shall take precedence followed by the specifications, requirements, terms and conditions contained in CCC RFP and lastly, the RFP Response.

29. Overcharges by Antitrust Violations: CCC maintains that, in actual practice, overcharges resulting from antitrust violations are returned to CCC. Therefore, to the extent permitted by law, the contractor hereby assigns to CCC any and all claims for such overcharges as the goods and/or services used fulfill the contract.

30. Parties to Agreement: The resulting contract shall be between Coconino County Community College District, doing business as Coconino Community College, hereafter referred to as the CCC, and the successful Proposer, hereafter referred to as Contractor.

31. Permits: The Contractor shall be responsible for obtaining all required permits.

32. Pricing: Prices shall be firm for the term of the contract. After initial contract term and prior to any contract renewal, CCC will review fully documented requests for price increases and may at its sole option accept any changes or cancel from the contract those items concerned. For future renewals, if Contractor wishes to request an increase to the contracted pricing, Contractor shall submit the request via electronic mail (e-mail) to CCC at purchasing@coconino.edu no later than sixty (60) days prior to the end of the then current term. Along with the requested increase to the contract pricing, Contractor shall also provide detailed reasoning for the requested increase including but not limited to a description of the increase in costs to the Contractor, any formulas or calculations used to arrive at the increased pricing being proposed, and any other supplemental information

Updated 1/01/24 Page 7 of 9 that might help CCC to understand the reasoning behind the requested increase. Contractor shall likewise offer any published price reduction, during the contract period, to CCC concurrent with its announcement to other customers. All price adjustments will be effective upon written acceptance by CCC Purchasing representative.

33. Protests: A protest shall comply with and be resolved according to Arizona State Procurement Code Article 9, Part A ‘Protest of Solicitations and Contract Awards’ and rules adopted thereunder.

34. Provision of Supplies, Materials and Labor: The Contractor shall furnish all supplies, equipment, and all management and labor necessary for the efficient and sound provision of the products and/or services included in the resulting contract, subsequent extensions and amendments.

35. Public Records: Proposals become “public records” and shall be subject to public disclosure consistent with A.R.S. § 39-121. Offerors must invoke the exemptions to disclosure provided by law in the proposal and must identify data or other materials to be protected and must state the reasons why such exclusion from public disclosure is necessary. Proposers will be responsible for all costs, including attorney’s fees, associated with defending such asserted exemptions from disclosure. Proposals may be reviewed after contract award at the Purchasing Services office during normal working hours by appointment.

36. Audit: 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 years after completion of the Contract. All records shall be subject to inspection and audit by CCC at reasonable times. Upon request, the Contractor shall produce the original of any or all such records at the offices of CCC’s Attorney or Purchasing Services.

37. Registered Sex Offender Notification Restriction: Contractor represents and warrants that no employee, or employee of its subcontractor(s), who has been adjudicated to be a registered sex offender will perform work on CCC premises or equipment at any time. Contractor further agrees by acceptance of the Purchase Order that a violation of this condition shall be considered a material breach and may result in a cancellation of the order at CCC’s discretion.

38. Relationship of Parties: Nothing in the resulting contract shall be construed to make either party the legal representative or agent of the other party; neither shall either party have the right or authority to assume, create or incur any liability or any obligation of any kind, either expressed or implied, in the name of or on behalf of the other party. The relationship created by the resulting contract shall be that of independent Contractor, not employer/employee, joint venture, agent or business partners.

39. Rights and Remedies: No provisions of this RFP document or in the contractor’s bid response offer shall be construed, expressly or by implication, as a waiver by CCC of any existing or future right and/or remedy available by law in the event of any claim of default or breach of contract. The failure of CCC to insist upon strict performance of any term or condition of the contract or to exercise or delay the exercise of any right or remedy provided in the contract, or by law, shall not release the contractor from any responsibilities or obligations imposed by the contract or by law, and shall not be deemed a waiver of any right of CCC to insist upon the strict performance of the contract.

40. Safety: The Contractor shall be solely and completely responsible for the safety of all persons (including employees) and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours. Safety provisions shall conform to all applicable federal (including OSHA), state, county, and local laws, ordinances, codes, and regulations. Where any of these are in conflict, the more stringent requirement shall be followed. The Contractor's failure to thoroughly familiarize himself with the aforementioned safety provisions shall not relieve him from compliance with the obligations set forth therein.

41. Severability: If any part of the resulting contract is ever ruled to be invalid, illegal, or unenforceable by a court or other body of competent jurisdiction, the remainder of the resulting contract shall continue in full force and effect and shall be deemed modified to the minimum extent necessary to make it enforceable.

42. Subcontracts: The Contractor shall not enter into any Subcontract under this Contract without the advance written approval of the Purchasing Officer. The Subcontract shall incorporate by reference the terms and conditions of this Contract.

43. Terms of Payment

43.1 CCC will pay for services or goods under the Contract after the Contractor has supplied them and only after the Contractor submits a detailed invoice referencing a valid Purchase Order number, itemizing the services/deliverables or goods provided and specifying the dates that they were provided. The invoice

Updated 1/01/24 Page 8 of 9 must match the description and dollar amount referenced in the Purchase Order. CCC may request supporting documentation for an invoice. CCC will not provide any portion of the payment up front.

Payments will be made via Purchase Order. Payment terms are net 30 days. Additionally, If CCC has agreed in writing to reimburse the travel expenses of the Seller, CCC will do so according to its policies and rates applicable to its employees. Seller must submit an invoice for any travel reimbursement requested, specifying its expenses, and attach original receipts for airfare and hotel expenses.

43.2 Where the Contractor is to provide services or goods over a period of time, such as for a project, an authorized representative of CCC may agree to pay progress payments. If approved, progress payments will be paid in arrears and require that the Contractor submit the detailed invoice specified in this clause.

43.3 CCC reserves the right to dispute an invoice or make partial payment based on the Contractor’s failure to perform the Contractor’s work according to the Contract, including for lack of timeliness or failure to provide deliverables.

43.4 CONTRACTOR MAY NOT BEGIN WORK UNDER THE CONTRACT NOR WILL ANY PAYMENT BE MADE

WITHOUT THE CONTRACTOR RECEIVING A SIGNED PURCHASE ORDER FROM CCC PURCHASING

SERVICES.

43.5 If prompt payment discounts apply to this purchase, any discount time will not begin until the goods or services have been received and accepted and correct invoice received by the appropriate CCC department. In the event testing is required prior to acceptance, the discount time shall begin upon completion of the tests.

43.6 CCC is exempt from Federal Excise Tax.

43.7 CCC is not tax exempt and pays out-of-state use tax directly to the State of Arizona.

43.8 CCC may pay invoices for some or all Orders using a purchasing card. Any and all fees related to payment using a Purchasing 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.

44. Title and Delivery: Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination and shall include all delivery and unloading at the destination identified in the Contract. Title to the goods shall pass to CCC upon acceptance at the F.O.B. point specified, subject to the right of CCC to reject. For any exception to the delivery date specified, Contractor shall give prior notification and obtain approval from CCC's Purchasing Services. Time is of the essence and the Contract is subject to termination for failure to deliver on time.

45. Unauthorized Firearms & Explosives: No person conducting business on College property is to carry a firearm or explosive of any type. All bidders, Contractors and subcontractors are to honor this requirement at all times and failure to honor this requirement will result in contract cancellation. This requirement also applies to persons who maintain a concealed weapons permit. In addition to contract cancellation, anyone carrying a firearm or explosive device will be subject to police and legal action.

46. Waiver: No waiver shall be deemed to be made by any party of any right under the resulting contract unless the waiver is in writing signed by the waiving party. Each waiver, if any, shall be a waiver only with respect to the specific instance involved. No waiver shall impair the rights of the waiving party or the obligations of the other party in any other respect at any other time.

47. Warranties

47.1 Liens: The Contractor warrants that the goods supplied under this Contract are free of liens.

47.2 Quality: Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that, for one year after acceptance by CCC of the goods, they shall be:

47.2.1 Of a quality to pass without objection in the trade under the Contract description;

47.2.2 Fit for the intended purposes for which the goods are used;

47.2.3 Within the variations permitted by the Contract and are of even kind, quantity, and quality within each unit and among all units;

47.2.4 Adequately contained, packaged and marked as the Contract may require; and

47.2.5 Conform to the written promises or affirmations of fact made by the Contractor.

47.3 Fitness: The Contractor warrants that any material supplied to the CCC shall fully conform to all requirements of the Contract and all representations of the Contractor, and shall be fit for all purposes and uses required by the Contract.

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47.4 Inspection/Testing: Inspection or testing of or payment for the goods does not affect the warranties set forth in subparagraphs 47.2.1 through 47.2.5 of this paragraph by CCC.

48. Work to be Performed by Others: CCC reserves the right to perform any and all services in-house or may utilize the services of other firms on unrelated projects.

49. Lobbying

49.1 Prohibition: Contractor warrants that it will not engage in lobbying activities, as defined in 40 Code of

Federal Regulations (CFR) part 34 and A.R.S. § 41-1231, et seq., using monies awarded under the Contract, provided that, the foregoing does not intend to constrain Contractor's use of its own monies or property, including without limitation any net proceeds duly realized under the Contract or any value thereafter derived from those proceeds; and upon award of the Contract, it will disclose all lobbying activities to CCC to the extent they are an actual or potential conflict of interest or where such activities could create an appearance of impropriety. Contractor shall implement and maintain adequate controls to assure compliance with (a) above. Contractor shall obtain an equivalent warranty from all Subcontractors and shall include an equivalent no-lobbying provision in all Subcontracts.

49.2 Exception: This paragraph does not apply to the extent that the Services are defined in the Contract as being lobbying for CCC’s benefit or on CCC’s behalf.

50. Notices and Correspondence

50.1 To Contractor: CCC shall address all Contract correspondence to the email address indicated and mailing address indicated on Appendix A: Offer and Acceptance.

50.2 To CCC: Contractor shall address all Contract correspondence to the email address and mailing address as follows:

Coconino County Community College District Purchasing Services 1100 E Sheldon Street

Prescott, AZ 86301 purchasing@coconino.edu

50.3 Changes: CCC may change the designated Purchasing Officer, update contact information, or change the applicable mailing address.

51. Alternative Methods of Access to Electronic or Information Technology: Contractor warrants that it will comply with A.R.S. § 41-3532 when offering electronics or information technology products, services, or maintenance.

52. Forced Labor of Ethnic Uyghurs in the People’s Republic of China. In compliance with A.R.S. § 35-394, to the extent applicable, Contractor warrants that it does not use, and agrees not to use during the term of the Contract any of the following:

• Forced labor of ethnic Uyghurs in the People’s Republic of China;

• Any goods or services produced by the forced labor of Ethnic Uyghurs in the People’s Republic of China; or

• Any Contractors, Subcontractors, or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

mailto:purchasing@coconino.edu