FFF_Enterprises__Inc._MMS2501243_MPA_Arizona.pdf

State of Arizona Participating Addendum Arizona Department of Administration AZ Contract No.:

Master Agreement Name: MMCAP Infuse Agreement State Procurement

Office MPA Number: MMS2501243 Cooperative Purchasing Organization: MMCAP INFUSE

Condensed Participating Addendum | Revision No. 1 | Revised 01-25 | Page 1 of 7

Contractor: FFF Enterprises, Inc

Participating Entity: State of Arizona

Legal Authority: In accordance with Arizona Revised Statutes (A.R.S.) § 41-2632, and Arizona Administrative Code (A.A.C.) R2-7-1003, Purchasing from a Cooperative Contract, State or Agency establishes this contract with Contractor Name to provide the Materials or Services described herein.

Primary Contacts: The following (or their named successors) are the primary contact individuals for this Participating Addendum:

Contractor Primary Contact:

Notwithstanding any provision of the MMCAP Infuse Agreement (“the Agreement”) to the contrary, FFF Enterprises, Inc. (“Contractor”) agrees to abide the following terms and provisions, of this Participation Addendum (“MPA”), that are required for contracts with the State Procurement Office (“the Department”), an agency of the State of Arizona:

1. No Indemnification. Withstanding any provision of the Agreement to the contrary, the Department is not authorized to indemnify the Contractor.

2. Availability of Funds. Every payment obligation of the Department under the Agreement and this MPA is conditioned upon the availability of funds appropriated and allocated for the payment of such obligation.

If funds are not appropriated, allocated and available or if the appropriation is changed by the legislature resulting in funds no longer being available for the continuance of this Agreement, this Agreement may be terminated by the Department or any other agency of the State of Arizona at the end of the period for which funds are available. No liability shall accrue to the Department or any other agency of the State of Arizona in the event this provision is exercised, and neither the Department nor any other agency of the State of Arizona shall be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. Notwithstanding the foregoing, the Department shall be obligated to pay Contractor for any order placed prior to termination.

3. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each Subcontractor to retain any and all Data and other “records” relating to the acquisition and performance of the Contract for a period of five (5) years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

Name: FFF Enterprises, Inc. - Attn: Luke Noll

Address: 44000 Winchester Road, Temecula, CA 92590 Telephone: (951) 514-5410

Email: lnoll@fffenterprises.com

Docusign Envelope ID: 778BCA6B-88D5-439D-90B1-791AFAA74535

CTR079571

mailto:lnoll@fffenterprises.com of Administration AZ Contract No.:

Master Agreement Name: MMCAP Infuse Agreement State Procurement

Office

Condensed Participating Addendum | Revision No. 1 | Revised 01-25 | Page 2 of 7

4. Non-Discrimination. The Contractor shall comply with State Executive Order Nos. 2023-09, 2023-01, 2009-09., and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. For details, see MMCAP Infuse Agreement Section 9.1.

5. Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor’s or any Subcontractor’s books and records shall be subject to audit by the State. and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract. For details, see MMCAP Infuse Agreement Section 4.7

6. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, Subcontractor facilities, and the Contractor’s processes or services, at reasonable times, during normal business hours, for inspection of the facilities or Materials covered under this Contract as required under A.R.S. § 41-2547.

7. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the signature block to the Contract submitted by the Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Procurement Officer stated in the Contract, or listed on the State’s eProcurement system. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other; an amendment to the Contract shall not be necessary.

7.1. Legal notice to Contractor:

FFF Enterprises, Inc.

Attn: Legal

44000 Winchester Road

Temecula, CA 92950

Email: bidsandcontracts@fffenterprises.com

8. Federal Immigration and Nationality Act. Contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract. Further, Contractor shall flow down this requirement to all Subcontractors utilized during the term of the contract. The State shall retain the right to perform random audits of Contractor and Subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that the Contractor or any Subcontractors be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to: suspension of work, termination of the contract for default and suspension or debarment of the contractor. For details, see MMCAP Infuse Agreement Section 9.1.

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

Docusign Envelope ID: 778BCA6B-88D5-439D-90B1-791AFAA74535 of Administration AZ Contract No.:

Master Agreement Name: MMCAP Infuse Agreement State Procurement

Office

Condensed Participating Addendum | Revision No. 1 | Revised 01-25 | Page 3 of 7

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

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

11. Certifications Required by State Law.

11.1. If Contractor is a Company as defined in A.R.S. § 35-393, Contractor certifies that it is not currently engaged in a boycott of Israel as described in A.R.S. §§ 35-393 et seq. and will refrain from any such boycott for the duration of this Contract.

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

12. Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon receipt and acceptance of Materials or Services, the Contractor shall submit a complete and accurate invoice for payment from the State within thirty (30) days.

13. Applicable Taxes

13.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.

13.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does not relieve the seller from its obligation to remit taxes.

13.3. Tax Indemnification. Contractor and all Subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all Subcontractors to hold the State harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.

13.4. IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S. W9 Form on file with the State of Arizona, unless not required by law.

14. Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges resulting from antitrust violations to the extent that those violations concern Materials or Services supplied by third parties to the Contractor, toward fulfillment of this Contract. For details, see MMCAP Infuse Agreement Section 9.10.

15. Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel this Contract within three (3) years after Contract execution without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the State is or becomes at any time while the Contract or an extension of the Contract is in effect an employee of or a consultant to any other party to this Contract with respect to the subject matter of the Contract. The cancellation shall be effective when the Contractor receives written notice of the cancellation unless the of Administration AZ Contract No.:

Master Agreement Name: MMCAP Infuse Agreement State Procurement

Office

Condensed Participating Addendum | Revision No. 1 | Revised 01-25 | Page 4 of 7 notice specifies a later time. If the Contractor is a political subdivision of the State, it may also cancel this Contract as provided in A.R.S. § 38-511.

16. Arbitration. The parties to this Contract agree to resolve all disputes arising out of or relating to this Contract through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. § 12-1518, except as may be required by other applicable statutes (A.R.S. Title 41). For details, see MMCAP Infuse Agreement Section 6.6.

17. Term of Contract. The term of the Contract will commence on the date indicated in the State of Arizona Participating Addendum signature block unless canceled, terminated, or permissibly extended.

18. Contract Extensions. State may, at its discretion, request for a mutual agreement to extend the initial Contract term in increments of one (1) year and do so one or more times, provided that the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of five

(5) years.

19. Subcontract. Initial list. At the time of Contract execution, Contractor’s candidate Subcontractors were identified in Attachment Proposed Subcontractors [Proposed Subcontractors]. Agreeing to them being included signified Procurement Officer’s advance consent for Contractor to enter into a Subcontract with each candidate, which Contractor shall do as promptly as necessary to ensure its ability to carry out the Work in a timely manner.

20. Participating Addendum Changes to Master Agreement. This Participating Addendum incorporates the entire Master Agreement, including terms and conditions therein, as applied to the Participating Entity and Contractor, with the limitations, modifications, and additions described in the Contract Scope of Work (Participating Addendum Modifications to the Master Agreement).

Any limitations, modifications, or additions specified herein shall apply only to the agreement and relationship between Participating Entity and Contractor and shall not amend or affect other participating addenda or the Master Agreement itself.

21. Termination for Convenience. The State reserves the right to terminate the Contract, in whole or in part at any time when in the best interest of the State, without penalty or recourse. Upon receipt of the written notice, the Contractor shall stop all work, as directed in the notice, notify all Subcontractors of the effective date of the termination and minimize all further costs to the State. 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 the State upon demand. The Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed, and Materials or Services accepted before the effective date of the termination. The cost principles and procedures provided in A.R.S. § 41- 2543 and A.A.C. Title 2, Chapter 7, Article 7, shall apply.

22. Termination for Default. In addition to the rights reserved in the contract, the State may terminate the Contract in whole or in part due to the failure of the Contractor to comply with any term or condition of the Contract, to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory progress in performing the Contract. The Procurement Officer shall provide written notice of the termination and the reasons for it to the Contractor.

of Administration AZ Contract No.:

Master Agreement Name: MMCAP Infuse Agreement State Procurement

Office

Condensed Participating Addendum | Revision No. 1 | Revised 01-25 | Page 5 of 7

Upon termination under this paragraph, all goods, Materials, documents, Data, and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the State on demand.

The State may, upon termination of this Contract, procure, on terms and in the manner that it deems appropriate, Materials or Services to replace those under this Contract. The Contractor shall be liable to the State for any excess costs incurred by the State in procuring Materials or Services in substitution for those due from the Contractor.

23. Conflicts. In case of any inconsistency, conflict, or ambiguity among the documents forming the Contract and their provisions, they are to prevail in the following order, descending from most dominate to most subordinate, provided that, among categories of documents or provisions having the same rank, the document or provision with the latest date prevails. Information being identified in one document, but not in another, is not to be considered a conflict or inconsistency.

23.1. Master Agreement, including all Addenda, in the order of precedence stated therein; and

23.2. State of Arizona Participating Addendum, including all Attachments and Exhibits

23.3. Orders

Contract Administration

Arizona Fee: Vendor agrees to provide a quarterly fee (“Arizona Fee”) of zero point nine five percent (0.95%) and will apply to all purchases (net of any returns, credits, or adjustments) made under this MPA to the State of Arizona - State Procurement Office (“SPO”) in the form of a check or EFT payment. The Arizona Fee will be added on top of the Agreement prices and/or the discounts will be adjusted. Arizona and Vendor understand and agrees that the Arizona Fee is separate from the administrative fee MMCAP Infuse collects. The Arizona Fee will be payable to the “STATE PROCUREMENTOFFICE” and will be sent to:

Arizona Department of Administration General Accounting Office ATTN: “Statewide Contracts Administrative Fee” 100 N. 15th Avenue, Suite 302 Phoenix, AZ 85007

The Contract is a mandatory statewide contract (per A.A.C. R2-7-607) for multiple purchases, projects, or assignments, and a cooperative contract (per A.R.S. § 41-2632 and A.A.C. R2-7-1002(B)) that can be purchased against by some or all Eligible Agencies and any CoOp Buyers that elect to participate. Even if only one Eligible Agency needs or elects to purchase against the Contract, it is to be construed as being a cooperative contract hereunder.

Contractor shall sell to Co-Op Buyers at the same price and on the same lead times and other terms and conditions under which it sells to Eligible Agencies, with the sole exception of any legitimately additional costs for extraordinary shipping or delivery requirements if the Co-Op Buyer is having Materials delivered or installed or Services performed at locations not contemplated in the contracted pricing (e.g. delivery to a location outside Arizona).

Failure to remit the administrative fees is a material breach of contract, and will entitle the State to its remedies under Contract Terms and Conditions Section 8 and its right to terminate for default under Section 9. Method of calculation, payment procedures, and other details are provided on the State Procurement Office website:

of Administration AZ Contract No.:

Master Agreement Name: MMCAP Infuse Agreement State Procurement

Office

Condensed Participating Addendum | Revision No. 1 | Revised 01-25 | Page 6 of 7

Contractor shall submit to State a quarterly usage report documenting all Contract sales to both Eligible Agencies and Co- Op Buyers. Failure to submit the report is a material breach of contract, and will entitle the State to its remedies under Contract Terms and Conditions Section 8 and its right to terminate for default under Section 9.

Contractor shall submit the report using the forms and following the instructions on the State Procurement Office website:

https://spo.az.gov/suppliers/usage-reporting.

Contractor shall acknowledge each Order from Co‑Op Buyers in conformance with each Co-Op Buyer’s instructions given at the time of ordering or in any supplemental participating agreement Contractor might have with them. Orders from Co‑Op Buyers create no obligation on State’s part, since they are entirely between the Co-Op Buyer and Contractor. That notwithstanding, Contractor’s obligation under the Contract is to service Co- Op Buyers commercially as though they were with an Eligible Agency, and Contractor’s refusal to do so would be a material breach of the Contract.

https://spo.az.gov/suppliers/usage-reporting of Administration AZ Contract No.:

Master Agreement Name: MMCAP Infuse Agreement State Procurement

Office MPA Number: MMS2501243 Cooperative Purchasing Organization: MMCAP INFUSE

Condensed Participating Addendum | Revision No. 1 | Revised 01-25 | Page 7 of 7

IN WITNESS, WHEREOF, the parties have executed this Participating Addendum as of the date of execution by both parties below.

Contractor company name Signature of person authorized to sign Contract

Address Printed name and title

City, State, ZIP Contact name and title

Contact email address Contact phone number

CERTIFICATION: By signature in the above, Contractor certifies that it:

1. Will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive Order Nos. 2023-09, 2023-01, 2009-9, and A.R.S. §§ 41-1461 through 41-1465;

2. Has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract; failure to provide a valid signature affirming the stipulations required by this clause may void the Contract;

3. Has not signed the Contract with a false statement, which will void the Contract and may subject Contractor to legal penalties under law;

4. Complies with A.R.S. § 18-132 when offering electronics or information technology products, services, or maintenance;

5. Did not and will not involve collusion or other anti-competitive practices; and

6. Is not debarred from, or otherwise prohibited from, participating in any contract awarded by any federal entity, or state or local government.

CONTRACT EXECUTION BY PROCUREMENT AUTHORITY

The Contractor is now bound to sell the Materials or Services listed in the attached Contract, including all terms, conditions, and specifications as stated herein. The Contract shall henceforth be referred to as Contract No. ________________ with an effective date of ___________________. The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this Contract until Contractor receives an Order or written notice to proceed from the State.

State of Arizona Contract Executed this day of 20

Kelvin Ong Senior Procurement Manager - Statewide

Procurement officer signature

IN AN APPROVAL CAPACITY ONLY:

State of Minnesota for MMCAP Infuse

In accordance with Minn. Stat. § 16C.03, subd. 3

Signature: __________________________

Printed: __________________________ Date: _______________

Minnesota Commissioner of Administration

In accordance with Minn. Stat. § 16C.05, subd. 2

Signature: __________________________

Printed: __________________________ Date: _______________

44000 Winchester Drive

Sr. VP Product Management

FFF Enterprises, Inc.

Karen Sasscer

9,513,955,857.00

Sr. VP Product Manage

Temecula, CA 92590 ksasscer@fffenterprises.com

11/13/2025Krista McQuaid

11/14/2025Derek LaBar

November 25

1/1/2026

20th