REQUEST FOR PROPOSAL

26W-1204

FOOD, FOOD DISTRIBUTION, AND RELATED SUPPLIES

Mohave Educational Services Cooperative

211 N 7th St

Kingman, AZ 86401

RELEASE DATE: October 26, 2026

DEADLINE FOR QUESTIONS: November 25, 2026

RESPONSE DEADLINE: December 4, 2026, 3:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://secure.procurenow.com/portal/mesc https://secure.procurenow.com/portal/%7bproject.government.code%7d

Mohave Educational Services Cooperative

REQUEST FOR PROPOSAL

Food, Food Distribution, and Related Supplies

I. Introduction II. Instructions to Offeror and Solicitation Information

III. Special Terms and Conditions IV. General Terms and Conditions V. Pricing Information / Price Workbook Instructions

VI. Vendor Submissions

Attachments:

A - 26W-1204 Anti-Lobbying Certification Form

B - 26W-1204 Anti-Lobbying Certification Form

C - 26W-1204 Contact Information for Firm

D - 26W-1204 Contact Information for Firm

E - 26W-1204 EDGAR CERTIFICATION

F - 26W-1204 EDGAR CERTIFICATION

G - 26W-1204 Offer and Acceptance Form

H - 26W-1204 Offer and Acceptance Form

I - 26W-1204 USDA Form AD-1048

J - 26W-1204 USDA Form AD-1048

K - RFP 26W-1204 Current ASPIN Members

L - 26W ASPIN Food-Supplies

M - 26W ASPIN USDA Foods End Products

N - 26W-1204 Specifications

O - 26W-1204 Specifications

Request for Proposal #26W-1204 Title: Food, Food Distribution, and Related Supplies

1. Introduction

Pursuant to the provisions in the Arizona procurement rules and code, Mohave Educational Services

Cooperative, Inc. (ASPIN/Mohave) seeks proposals to establish contract(s) for Food, Food Distribution, and Related Supplies. To be considered, proposals shall be electronically submitted, via OpenGov

Procurement, prior to the specified due date and time. A public opening will be held by teleconferencing.

If you would like to attend the opening, please contact the Contract Specialist for instructions. Proposals shall be opened immediately following the proposal due date and time, with the name of each offeror publicly listed via OpenGov Procurement. Late offers shall not be considered.

ASPIN/Mohave is not responsible for any unsuccessful submission of documents to the OpenGov

Procurement website.

Offerors are strongly encouraged to carefully read the entire contents of this solicitation prior to submitting a proposal. Failure to examine any of the requirements will be at the offeror’s risk.

ASPIN/Mohave reserves the right to cancel this solicitation and/or reject all proposals in whole, or in part, if ASPIN/Mohave determines that cancellation and/or rejection is advantageous to ASPIN/Mohave and/or its members.

1.1. Questions

RFP Questions Must Be Directed To:

Michael Nentwig, CPPB Email: contracts@mesc.org Telephone: (928)-718-3204

Questions may also be submitted through the OpenGov Procurement “Questions and Answers” tab.

Last Day For Questions: Wednesday, November 25, 2026, 3:00 p.m. (local Arizona time)

1.2. Pre-proposal Conference Participation

Pre-proposal Conference Held: Tuesday, November 10, 2026, 9:00 a.m. (local Arizona time)

For login, contact the Contract Specialist, no later than Monday, November 9, 2026.

mailto:contracts@mesc.org

2. Instructions to Offeror and Solicitation Information

2.1. Submission of Proposals

Proposals should provide straightforward, concise information that satisfies the requirements. Emphasis should be placed on conformity to the requirements, as well as the completeness and clarity of the submitted content.

A proposal submitted in response to this solicitation shall be valid and irrevocable for one hundred twenty (120) days after specified due date and time.

2.2. Special Instructions

Specifications for food products, supplies, and estimated case volume are provided in the attached pricing workbooks.

ASPIN/Mohave requests distributors obtain fixed pricing from manufacturers for listed food products with the exception of cheese, butter, and produce, which will be priced utilizing invoices to the distributor from

November 14, 2026 through November 21, 2026 and will only be used for price evaluation of cheese, butter, and produce.

Cost is defined as manufacturer’s invoice cost to distributor, plus any applicable invoiced freight, less any manufacturer promotional/bid allowances, or deviated cost programs, and any rebates to result in net cost to distributor. In addition, ASPIN/Mohave requests distributors provide a separate line item for a fixed percentage of the case cost for the delivery fee of non-USDA food products. Net Off Invoice, Fee-

For-Service Through a Distributor, and Modified-Fee-For Service (NOI/FFSD/MFFS) products will have a fixed per case delivery fee (drayage), except for potato products. Potato products will be priced with a fixed percentage of the case cost for the delivery fee.

Completed pricing workbooks, 26W ASPIN Food-Supplies.xlsx and 26W-ASPIN USDA Foods End

Products.xlsx submitted in response to this solicitation will be used as the initial contract pricing for the

2027/2028 School Year from July 1, 2027 through June 30, 2028.

Fresh produce, shell egg, dairy and dairy products, and market-based products pricing may be updated prior to contract effective date.

2.3. Contract Type

The term contract shall be fixed price with indefinite quantities.

2.4. Award Criteria

The weighted award criteria for this solicitation, in relative order of importance, are as follows:

Award(s) shall be made to the responsive and responsible offeror(s) whose proposal(s) is/are determined in writing to be most advantageous to ASPIN/Mohave for its members.

Responsive and responsible offeror(s) shall provide the following requirements:

1) Pricing Information (40 Points): Completed 26W ASPIN USDA Food End Products.xlsx and 26W ASPIN

Food-Supplies.xlsx pricing workbooks (non-secured or locked). Any additional requested price information, volume discount information, Buy American responses in 26W ASPIN USDA Foods End

Products.xlsx pricing workbook, and any additional pricing questions;

2) Offer and Acceptance, Terms and Conditions, Scope of Work and Specification Documents (25

Points): Offer and Acceptance Form, Confidential/Proprietary Submittal, amendments (if any), General and Special Terms and Conditions Acceptance Forms, Scope of Work, Specifications with exceptions/deviations noted, Scope of Work and Specifications Acceptance Form, Anti-Lobbying

Certification Form, USDA Form AD-1048, and EDGAR Certification;

3) Primary Vendor Information (25 Points): Complete response to the Method of Approach and

Qualification and Experience, current experience with NOI/FFSD/MFFS programs for processed USDA foods, references (past performance information), certificate of insurance, and company financials;

4) Supporting Contract Documents (5 Points): Completed Contact Information for Firm form, support and maintenance information, sample supplemental or end-user agreements;

5) Additional Information (5 Points): Descriptive literature, slicks and any supporting documents, overall evaluation orderliness, readability of offer and evidence that the firm has the ability to follow instructions, and additional information.

2.5. References Used for Terms and Conditions

Acronyms used in the solicitation are noted in bold font below:

Arizona Administrative Code (A.A.C.): https://azsos.gov/rules/arizona-administrative-code

Arizona Executive Orders: https://azgovernor.gov/executive-orders

Arizona Revised Statutes (A.R.S.): https://www.azleg.gov/arstitle/

Code of Federal Regulations (CFR): http://www.ecfr.gov/

Davis-Bacon Act: https://www.dol.gov/agencies/whd/laws-and-regulations/laws/dbra

Education Department General Administrative Regulations (EDGAR):

https://www2.ed.gov/policy/fund/reg/edgarReg/edgar.html

E-Verify: https://www.e-verify.gov/employers/enrolling-in-e-verify

Public Law: https://www.congress.gov/public-laws/116th-congress

State of Arizona Accounting Manual (SAAM) - Travel Policy: Section IID - Section II (SAAM):

https://gao.az.gov/travel/travel-information

Uniform Commercial Code as adopted by the State of Arizona (UCC): https://www.azleg.gov/arsDetail/?title=47

United States Department of Housing and Urban Development (HUD): https://www.hud.gov/ https://azsos.gov/rules/arizona-administrative-code https://azgovernor.gov/executive-orders https://www.azleg.gov/arstitle/ http://www.ecfr.gov/ https://www.dol.gov/agencies/whd/laws-and-regulations/laws/dbra https://www2.ed.gov/policy/fund/reg/edgarReg/edgar.html https://www.e-verify.gov/employers/enrolling-in-e-verify https://www.congress.gov/public-laws/116th-congress https://gao.az.gov/travel/travel-information https://www.azleg.gov/arsDetail/?title=47 https://www.hud.gov/

3. Special Terms and Conditions

Some Special Terms and Conditions may specify placement of information in Vendor

Submissions. Pay close attention to placement information as indicated in select Special Terms and Conditions.

3.1. Delivery

A. Default in one installment to constitute total breach: Contract vendor shall deliver conforming materials in each installment or lot under this contract and may not substitute nonconforming materials.

ASPIN/Mohave reserves the right to declare a breach of contract if contract vendor delivers nonconforming materials to any member under this contract.

B. Defective goods: Contract vendor agrees to arrange and pay for return shipment of goods that arrive in a defective or non-operable condition.

C. Delivery time: Failure to deliver any order within the time frame specified on the purchase order may result in cancellation of that purchase order.

D. Improper delivery: If the goods or tender of delivery fail in any respect to conform to this contract, member may reject the whole, accept the whole, or accept any commercial unit or units and reject the rest.

E. Liens: All materials shall be free of liens.

F. Restocking fees: A restocking fee may only be charged on products ordered and delivered to member’s site. Restocking fees in excess of fifteen percent (15%) shall not be allowed. Contract vendor may waive restocking fees. Restocking and return shipping charges shall be identified in the price workbook.

3.2. Form of Contract

A. Contract vendor documents: If a firm submitting an offer requires member to sign an additional agreement, a copy of the proposed agreement shall be included with the proposal. If awarded a contract, any additional contract vendor’s documents shall not become part of ASPIN/Mohave’s contract unless, and until, an authorized representative of ASPIN/Mohave reviews and approves them. Contract vendor agrees to provide Mohave a copy of any agreements that are revised during the term of an awarded contract, prior to having the member sign the agreement.

B. Form of contract: The form of contract for this solicitation shall be the Request for Proposal, any issued amendments, best and final offer(s), the awarded proposal(s), contract modifications, and properly issued and reviewed purchase orders referencing the awarded contract number.

C. Parol evidence: The contract represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable.

3.3. Installation

Installation shall be scheduled directly with member and be done in a reasonable amount of time.

Installation shall be in accordance with the manufacturer’s instructions and shall be accomplished by skilled and properly licensed individuals.

3.4. Insurance

A. Certificate of Insurance: Evidence of the required insurance shall be provided with your proposal by means of a current certificate of insurance with the coverages as stated within the requirements below.

Before any orders are processed under an awarded contract, contract vendor shall provide a certificate that names Mohave Educational Services Cooperative, Inc. as the certificate holder.

Certificate of Insurance (or certificates of insurance if using multiple carriers) shall include, at a minimum, coverage for:

1. General Liability

2. Automobile liability

3. Umbrella or Excess Liability (If needed to meet aggregate amount)

4. Workers’ Compensation

In addition, contract vendor must be willing to provide, upon request, identical certificate of insurance to any member using this contract. Contract vendor must also be willing, upon request, to add any member as an additional insured entity. Any costs for adding a member as an additionally insured entity shall be clearly identified in submitted contract pricing. If no pricing is identified, adding a member as an additionally insured entity shall be provided at no additional cost.

Provide evidence of current insurance coverage, upload in Vendor Submissions 4.3.

Failure to provide the coverages stated above, with any minimum stated aggregate amounts provided in the requirements below, may render your proposal as non-responsive.

B. Deductibles: Contract vendor shall pay the deductibles required by the insurance provided under this contract.

C. Liability insurance: Prior to commencing services under this contract, contract vendor shall procure and maintain during the life of this agreement, comprehensive general liability insurance, to include automobile liability, providing limits of an aggregate amount of not less than $2,000,000.

D. Scope of Insurance: Contract vendor’s insurance shall provide adequate protection for contract vendor against damage claims which may arise from operations under this contract, whether such operations are by the insured or by anyone directly or indirectly employed by the insured. All insurance must be written by companies incorporated within the United States (exclusive of Territories or Possessions) and licensed or authorized to do business in Arizona.

E. Subcontractor insurance: Prior to commencing any work, any subcontractor shall procure and maintain at its own expense until final acceptance of the work, insurance coverage in a form and from insurers acceptable to the prime contractor. All subcontractors will provide workers’ compensation insurance, which waives all subrogation rights against the prime contractor, member, and Mohave.

F. Umbrella/Excess Liability insurance: Contract vendor’s insurance shall provide adequate protection for contract vendor against damage claims which may arise from operations under this contract. Contract vendor may use umbrella/excess liability insurance to meet the general liability aggregate amount of not less than $2,000,000.

G. Workers’ compensation insurance: Contract vendor shall also procure and maintain during the life of this agreement, workers' compensation insurance for all of contract vendor’s employees engaged in work under the contract. All workers' compensation insurance will comply with Arizona state statute and evidenced by a certificate of insurance.

3.5. Member Agreements

Some members may request the addition of specific requirements that would apply to products and services purchased under an awarded contract. These additional requirements shall be addressed through the use of an additional member agreement. In any agreement between contract vendor and a member based on this contract, the terms and conditions of this contract shall prevail. Contract vendor and member must agree to all provisions in any additional agreements. If agreement requirements result in additional costs to contract vendor, contract vendor shall be entitled to direct reimbursement for these costs, in addition and separately to approved contract pricing. A copy of the additional member agreement shall accompany member’s purchase order.

3.6. Nutritional Information

Contract vendor shall provide current and/or updated nutritional information for all food products provided under an awarded contract to ASPIN/Mohave upon request. If contract vendor offers a substitute food product or new food product, current nutritional information will be provided to member and ASPIN/Mohave for evaluation. Approval of substitute food product will be at member's discretion;

approval of a new food product will be at the discretion of ASPIN/Mohave.

Acceptable nutritional information format will be Nutritional Data Sheets, Product Formulation

Statements, and/or Child Nutrition (CN) Labels.

3.7. Offeror Qualifications

It is preferred that the offeror has extensive knowledge and at least three (3) years experience with the provision of the products, materials, processes, or services offered. ASPIN/Mohave reserves the right to accept or reject newly formed companies based solely on information provided in the proposal and/or its own investigation of the company.

3.8. Pricing

A. Basis for pricing: Contract pricing under this RFP must be based upon firm fixed price with economic adjustment (contingencies for economic price adjustments must be identified in the proposal).

Cost is defined as manufacturer’s invoice cost to distributor, plus any applicable invoiced freight, less any manufacturer promotional/bid allowances or deviated cost programs and any rebates to result in net cost to distributor. In addition, ASPIN/Mohave requests distributors to provide a separate line item for a fixed percentage of the case cost for the delivery fee of non-USDA food products. Net off invoice and modified fee for service (NOI/FFSD/MFFS) products will have a fixed per case delivery fee (drayage), except for potato products. Potato products will be priced with a fixed percentage of the case cost for the delivery fee.

B. Decimal places: Pricing shall use a maximum of three (3) decimal places, unless specified otherwise.

C. Fixed prices: Fixed price offers shall include prices for any and all items. Fixed prices shall be firm until each anniversary date of the contract, unless there is an occurrence of allowed contingencies for economic price adjustment outlined in the proposal. If allowed contingencies for price adjustment occur, contract vendor shall submit a fully documented request for price adjustment to ASPIN/Mohave. The documentation must substantiate that any requested price increase was clearly unpredictable at the time of submittal and results from an increased cost to contract vendor that was out of contract vendor’s control. The request shall contain all landed costs and invoice price to the contract vendor. ASPIN/Mohave shall review requests for fixed price adjustments to determine if the requested adjustments shall be allowed. ASPIN/Mohave shall not unreasonably refuse a price increase, upon 30 days written notice. Any price increase shall go into effect 30 days after ASPIN/Mohave’s approval.

D. Price reduction and adjustment: Price reduction may be offered at any time during a contract and shall become effective upon notice of acceptance from ASPIN/Mohave. Price reductions (e.g., quantity discounts, time sensitive offers, bundles) must apply to all ASPIN/Mohave orders of similar size and scope.

Price reductions limited to a single member are not acceptable.

Special time-limited reductions are permissible under the following conditions:

1. Reduction is available to all members equally;

2. Reduction is for a specific time period, normally not less than thirty (30) days;

3. Original price is not exceeded after the time-limit;

4. ASPIN/Mohave has approved the new prices prior to any offer of the prices to a member.

ASPIN/Mohave shall be the sole judge on the acceptance of price reductions under an awarded contract.

3.9. Rentals

Rental plans should not include end-of-rental-term buy out.

3.10. Samples

A. Sample evaluation: Samples will be compared to proposal specifications and evaluated as to materials used in construction, quality and workmanship, durability, adaptability to the use for which the items were intended, and overall appearance.

B. Sample requirements: Samples may be required prior to awarding a contract. Offeror shall provide adequate samples and detailed specifications for any item offered. Samples must be submitted within ten

(10) days of request from ASPIN/Mohave.

C. Sample submittals: Samples shall be free of charge and submitted and removed by offeror at offeror’s expense. ASPIN/Mohave shall not be held responsible for samples damaged or destroyed in examination or testing. Samples not removed within thirty (30) days after notice to offeror shall be considered abandoned, and ASPIN/Mohave shall have the right to dispose of them.

3.11. Site Requirements

A. Cleanup: Contract vendor shall clean up and remove all debris resulting from their work as required or directed by member. Upon completion of the work, the premises shall be left in good repair and unobstructed condition.

B. Contract vendor employee fingerprinting: Contract vendor and its employees or subcontractors working under an awarded contract who are required to provide services on a regular basis at an individual school, shall obtain and present a valid Department of Public Safety fingerprint clearance card in accordance with A.R.S. § 15-512(H). The fingerprint card shall be issued pursuant to Title 41, Chapter

12, Article 3.1. Charges for such fingerprint checks will be the responsibility of contract vendor, subcontractor, or individual employee. An exception to this requirement may be authorized in member’s

Governing Board policy, for persons who, “as part of the normal job duties of the persons, are not likely to have independent access to or unsupervised contact with pupils.”

Contract vendor and its employees or subcontractors shall not provide services on school district property until so authorized by the school district. Additionally, contract vendor shall comply with applicable governing board fingerprinting policy(ies) at the school district where services are provided.

C. Onsite contract vendor responsibilities: Contract vendor is responsible for ensuring that all onsite work performed under this contract meets or exceeds the current OSHA standards and is responsible for ensuring safe work performance of employees and subcontract vendors.

Prior to performing any services at member site, contract vendor shall contact member regarding their safety and security procedures and requirements for contract vendor’s personnel and their subcontractors. As required by member, all contract vendor personnel and their subcontractors shall be responsible for full compliance with member’s safety and security procedures and requirements.

Member may also require contract vendor to provide their personnel and subcontractors with proper identification displaying both the firm name and employee name. Identification must be worn and remain visible at all times while performing onsite services. These requirements apply at all times, including site visits, project evaluations, and performance of work.

While on any member facility, all contract vendor personnel and their subcontractors shall respond appropriately to all emergency announcements. There are no differentiation between drills and actual emergencies; all announcements shall be treated as a real emergency. Contract vendor shall provide all personnel and their subcontractors performing onsite services training on the safety and security procedures, requirements, and a copy of member’s evacuation map and/or secure location in the event of an emergency.

Contract vendor and its employees or subcontractors shall report accidents and incidents immediately to member’s responsible staff or its administration. Contract vendor is responsible for providing and obtaining appropriate medical and emergency assistance and notifying fire and law enforcement agencies, when necessary. Except for rescue and emergency measures, the scene of the accident or incident shall not be disturbed, and the operation shall not resume until authorized by member’s responsible staff or administration. Contract vendor must assist and cooperate fully with the investigation of the accident/incident and ensure availability of all information, personnel, and data pertinent to the investigation.

For preemptive purposes, contract vendor and its employees or subcontractors shall immediately report to member’s responsible staff or administration all areas of concern that could potentially lead to accident or injury.

D. Preparation: Contract vendor shall not begin a project for which member has not prepared the site.

Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre-installation requirements.

E. Registered sex offender restrictions: For work to be performed at an Arizona school, contract vendor agrees that no employee, or employee of its subcontractor, who is required to register as a sex offender pursuant to A.R.S. § 13-3821 will perform work on member’s premises or equipment at any time when students, are or are reasonably expected to be present. Contract vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the order at member’s discretion.

F. Safety measures: Contract vendor shall take all reasonable precautions for safety on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public.

Contract vendor shall post warning signs against all hazards created by its operation and work in progress.

Proper precautions shall be taken pursuant to current Arizona law and standard practices to protect workers, general public, and existing structures from injury or damage.

G. Smoking: Persons working under the contract shall adhere to current local smoking policies.

H. Stored materials: Upon prior written agreement between contract vendor and member, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials shall be provided to member prior to payment. Such materials shall be stored and protected in a secure location and be insured for their full value by contract vendor against loss and damage. Contract vendor agrees to provide proof of coverage and/or addition of member as an additional insured upon member’s request. Additionally, if stored offsite, the materials shall also be clearly identified as property of member and be separated from other materials. Member shall be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary.

Payment for stored materials shall not constitute final acceptance of such materials. Contract vendor shall be responsible for the protection of all material and equipment, whether stored on or offsite. Title for all work, materials, and equipment shall pass to member only upon final inspection and payment of remaining job costs.

3.12. Subcontractors

A. Awarding subcontracts: Offeror agrees that any subcontract competitively solicited by contract vendor shall not be awarded solely upon membership or non-membership in a union or professional association.

B. Entering subcontracts: Subcontracts shall incorporate by reference the terms and conditions of the

ASPIN/Mohave contract.

C. Prime contractor: Contract vendor shall be considered a prime contractor and not a subcontractor.

Neither ASPIN/Mohave nor member shall establish a contractual relationship with subcontractors.

D. Subcontracts: No subcontracts shall be entered into with any unlicensed party. Contract vendor must use subcontractors openly, include such arrangements in the proposal, and certify upon request that such use complies with the current rules of the Arizona Registrar of Contractors and the Arizona procurement rules and code. No subcontracting costs may be hidden in a cost proposal to member.

E. Subcontractor payment: Contract vendor agrees to pay subcontractors within seven (7) days after receipt of payment from member, as required in Arizona procurement rules and code. If contract vendor receives any interest monies for delay of payment from member, contract vendor will pay subcontractor the correct proportion of interest received. Complaints by subcontractor may be resolved as described in

Arizona procurement rules and code. Failure to pay subcontractor for work faithfully performed and properly invoiced may result in the suspension or cancellation of this contract.

F. Use of subcontractors: Use of subcontractors shall permit work to be managed effectively and without delay and shall not cause any disturbance or interference to the progress of the project (e.g., engaging in strike, work stoppage, picketing, ceasing work due to a labor dispute). Subcontractor shall not employ anyone whose employment may be objected to by prime contractor, member, or ASPIN/Mohave.

3.13. Term of Contract and Extension

A. Contract period: It is ASPIN/Mohave’s intent to award a multi-term contract for the specified product, material, process, or services. The initial contract term shall be for one (1) calendar year from the effective date of contract award. By mutual written agreement between ASPIN/Mohave and contract vendor, contract may be extended for up to four (4) consecutive additional twelve (12) month periods, beginning immediately after expiration of the prior term. However, no contract extension (contract modification) exists unless and until contract vendor is so notified by Mohave.

B. Contract extension (contract modification): Conditions for contract extension (contract modification) may include, but are not limited to: contract usage, satisfactory performance of services during the preceding contract term, ability to continue to provide satisfactory services, continued adherence to the contract requirements, and continued competitive prices for the materials and services provided under the contract. ASPIN/Mohave shall prepare a performance report for all contracts prior to issuing any extension (contract modification). This performance report shall use past performance information gathered by your assigned Contract Specialist. Past performance information shall be used when determining whether a contract receives an extension (contract modification).

C. Month-to-month extensions (contract modification): ASPIN/Mohave reserves the right to offer month-to-month extensions (contract modification), if that is determined to be in the best interests of members.

4. General Terms and Conditions

Some General Terms and Conditions may specify placement of information in Vendor

Submissions. Pay close attention to placement information as indicated in select General

Terms and Conditions.

4.1. Advertising

Offeror shall not advertise or publish information concerning this solicitation prior to an award being announced by ASPIN/Mohave. After award, contract vendor(s) may advertise the availability of contracted products, materials, processes, and services to members. Any promotional marketing materials using the ASPIN/Mohave logo shall be approved by an ASPIN/Mohave Contract Specialist in advance.

4.2. Availability of Funds

Member fund availability is unknown to ASPIN/Mohave at the time this solicitation was issued. Use of any contract awarded by ASPIN/Mohave will be conditioned upon the availability of member funds.

4.3. Cancellation

A. Cancellation Process: The following requirements shall apply to all cancellation notices issued under an awarded contract:

1. A written notice of cancellation shall be sent to contract vendor, and the effective date of cancellation shall be the date specified within the written notice of cancellation.

2. Upon cancellation, all products, materials, processes, and services paid for by member, along with documents, data, and reports prepared by contract vendor under the contract shall become the property of member.

3. Contract vendor shall be entitled to receive just and equitable compensation in accordance with applicable contract pricing for authorized work in progress, authorized work completed, and materials accepted before the effective date of the cancellation.

4. Cancellation shall have no effect on projects in progress prior to the effective date of the cancellation.

5. Contract vendor is obligated to continue submitting monthly reconciliation reports and administrative fee payments until all purchases are complete and closed.

B. Cancellation for bankruptcy or acquisition: ASPIN/Mohave reserves the right to cancel, or suspend the use of, any contract if contract vendor files for bankruptcy protection, or if the original contract holder is sold and ownership is transferred to a new party.

C. Cancellation for conflict of interest: In accordance with A.R.S. § 38-511, ASPIN/Mohave may cancel the 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

ASPIN/Mohave 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 party to the contract with respect to the subject matter of the contract. The cancellation shall be effective when contract vendor receives written notice of the cancellation unless the notice specifies a later time.

D. Cancellation for convenience: ASPIN/Mohave reserves the right to immediately cancel the contract without penalty or recourse, in whole or in part, when ASPIN/Mohave determines that action to be in the best interests of its members.

E. Cancellation for no or low-usage: ASPIN/Mohave may terminate any contract if members have not used the contract, or if purchase volume is determined to be “low volume” in any twelve (12) month period.

F. Cancellation for non-performance or contract vendor deficiency: ASPIN/Mohave reserves the right to cancel the whole or any part of this contract due to failure by contract vendor to carry out any obligation, term, or condition of the contract. ASPIN/Mohave may issue a written deficiency notice to contract vendor for acting or failing to act in any of the following:

1. Failing to comply with the accepted terms and conditions of the contract;

2. Providing material that does not meet the specifications of the contract;

3. Providing work and/or material that was not awarded under the contract;

4. Failing to adequately perform the services set forth in the scope of work and specifications;

5. Failing to complete required work or furnish required materials within a reasonable or specified amount of time;

6. Failing to make progress in performance of the contract and/or giving ASPIN/Mohave reason to believe that contract vendor will not or cannot perform the requirements of the contract; or,

7. Performing work or providing products, materials, processes, or services under the contract prior to receiving an ASPIN/Mohave reviewed member purchase order for such work.

Upon receipt of a written deficiency notice, contract vendor shall have ten (10) days to provide a satisfactory response to ASPIN/Mohave to adequately address all issues of concern. Failure to adequately address all issues of concern may result in contract cancellation. Upon cancellation under this clause, all goods, materials, and work paid for by member, along with documents, data, and reports prepared by contract vendor under the contract shall become the property of member.

G. Cancellation for replacement: Mohave reserves the right to cancel a contract awarded under this solicitation, if a new solicitation has been issued and a contract has been awarded to the same contract vendor for similar products, materials, processes, and services. ASPIN/Mohave may, at its option, either replace a contract resulting from this solicitation or delay a new award until the existing contract expires.

The decision to delay or replace the contract rests solely with ASPIN/Mohave.

H. Contract vendor cancellation: Contract vendor may cancel this contract at any time upon thirty (30) days prior written notice to ASPIN/Mohave or at time of annual contract renewal (contract modification).

Termination shall have no effect on projects in progress at the time the notice of cancellation is received by ASPIN/Mohave.

I. Continuation of performance: Contract vendor shall continue to perform in accordance with the requirements of the contract, up to the date of cancellation and as directed in the cancellation notice.

J. Gratuities: If ASPIN/Mohave determines that any contract vendor or an employee of contract vendor has offered, conferred, or agreed to confer any personal gift or benefit on any employee of ASPIN/Mohave or a member employee who supervised or participated in the planning, recommending, selecting, or contracting of the contract, in accordance with A.R.S. § 15-213(O), ASPIN/Mohave may, by written notice, terminate the contract, in whole or in part. Officers, employees, and agents are prohibited from soliciting or accepting gratuities, favors, or anything of monetary value from contractors or parties of subcontractors under an awarded contract. Paying the expenses of normal business meals shall be in accordance with each member’s policy regarding gratuities. Samples as requested in the solicitation and provided to ASPIN/Mohave for demonstration or evaluation are not considered gratuities.

K. Contract vendor offerings: ASPIN/Mohave may, by written notice, terminate the contract in whole or in part, if ASPIN/Mohave determines that employment or a gratuity was offered or made by the contract vendor or a representative of the contract vendor to any officer or employee of the school district or school purchasing cooperative 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 making of any determination or decision about contract performance.

4.4. Captions, Headings, and Illustrations

The captions, illustrations, headings, and subheadings in this solicitation are for convenience and ease of perusal only, and in no way define, limit, or describe the scope or intent of the request.

4.5. Certification

By signing and submitting the Offer and Acceptance Form (Vendor Submissions), offeror certifies the following:

A. Offeror has examined and understands the terms, conditions, scope of work, specifications, and other documents in this solicitation.

B. The submission of the offer did not involve collusion or other anticompetitive practices and that the offeror has taken steps and exercised due diligence to ensure that no violation of A.R.S. §15-213(O) has or will occur. Neither signatory nor any person on his behalf has connived or colluded to produce a deceptive show of competition in the matter of the bidding or award of a contract under this solicitation.

C. Offeror has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted offer.

D. Neither offeror, nor any officer, director, partner, member, or associate of offeror, nor any of its employees directly involved in obtaining contracts with the State of Arizona, Mohave Educational Services

Cooperative, Inc., or any subdivision of the state, has been convicted of false pretenses, attempted false pretenses, or conspiracy to commit false pretenses, bribery, attempted bribery, or conspiracy to bribe under the laws of any state or federal government for acts or omissions after January 1, 1985.

E. Offeror agrees to comply fully with any and all provisions of A.R.S. Title 32, Chapter 10 (Registrar of

Contractors) that may regulate offeror’s business.

F. Offeror shall not discriminate against any employee, or applicant for employment, in violation of federal and state laws (see Federal Executive Order 11246; and A.R.S. Title 41, Chapter 9, Article 4).

G. Offeror is not currently suspended, debarred, or otherwise precluded from participating in any public procurement activity with any federal, state, or local government entity.

H. If awarded a contract, offeror agrees to promote, offer, and sell under ASPIN/Mohave contract, only those materials and/or services awarded to contract vendor by ASPIN/Mohave.

I. If awarded a contract, offeror shall provide the equipment, commodities, and/or services to members of ASPIN/Mohave in accordance with the terms, conditions, scope of work, specifications, and other documents of this Request for Proposal.

J. If awarded a contract, offeror agrees that all staff and other individuals eligible to receive services shall have equal access to the services regardless of race, religion, color, sex, disability, age, or national origin.

K. Offeror and all proposed subcontractors comply and shall remain in compliance with the Federal

Immigration and Nationality Act (FINA), all other federal immigration laws and regulations, A.R.S. § 41-

4401, and A.R.S. § 23-214, which requires compliance with current federal immigration laws by employers, contractors, and subcontractors in accordance with the E-Verify employee eligibility verification program.

L. Offeror shall comply with A.R.S. § 35-393.01 and certify that they are not currently engaged in, and agree that for the duration of the contract to not engage in, a boycott of Israel.

M. If applicable to the products and services offered under this contract, offeror shall comply with current applicable requirements of Health Insurance Portability and Accountability Act of 1996 (HIPAA) and accompanying regulations. Contract vendor agrees to work with member in the course of performance so that the member and contract vendor are in compliance with HIPAA.

N. Pursuant to A.R.S. § 35-394, by signing the Offer and Acceptance Form the offeror entering into a contract with ASPIN/Mohave certifies they do not use forced labor, or any goods or services produced by the forced labor, of ethnic Uyghurs in the People's Republic of China.

4.6. Confidential Information

A. Confidential information request: If offeror believes that its proposal contains confidential trade secrets or other proprietary data not to be disclosed, a statement advising ASPIN/Mohave of this fact shall accompany the proposal, and the information shall be so identified wherever it appears. ASPIN/Mohave shall review the statement and shall notify the offeror of their determination in writing whether the information shall be withheld or disclosed. Requests to deem the entire offer as confidential will not be considered.

B. Pricing: ASPIN/Mohave will not consider pricing to be confidential or proprietary.

C. Public record: All proposals submitted in response to this solicitation shall become the property of

ASPIN/Mohave. They will become a matter of public record available for review, subsequent to award of contract(s), with the exception of information deemed confidential by ASPIN/Mohave.

4.7. Confirmation/Discussions

A. Confirmation: If an apparent mistake in a proposal, relevant to the award determination is discovered after opening and before award, ASPIN/Mohave shall contact the offeror for written confirmation of the proposal. If offeror fails to act, the offeror shall be considered non-responsive.

ASPIN/Mohave may contact an offeror to confirm our understanding of the proposal. Such contact shall be prior to award. ASPIN/Mohave shall obtain written confirmation from the offeror and shall retain the confirmation in the procurement file. Correction of mistakes in a proposal shall only be allowed as described in Arizona procurement rules and code.

B. Discussions: For the purposes of conducting discussions, ASPIN/Mohave shall determine that proposals are either acceptable for further consideration or unacceptable. Discussions may be conducted with responsible offerors who submit proposals determined to be acceptable for further consideration.

Discussions may be conducted to assure full understanding of the proposal in order to obtain the most advantageous contract for ASPIN/Mohave, based on the requirements and evaluation factors in this

Request for Proposal. Discussions may be conducted orally or in writing. If oral discussions are conducted, the offeror shall confirm the discussions in writing.

ASPIN/Mohave will not help offeror bring its proposal up to the level of other proposals through discussions. ASPIN/Mohave will not indicate to offeror a cost or price that it must meet to obtain further consideration, nor will it provide any information about other offerors’ proposals or prices.

4.8. Contract Management

A. Applicable law: The contract shall be governed by the laws of the State of Arizona, and suits pertaining to the contract may be brought only in courts in the State of Arizona.

B. Application of law: The Arizona Procurement Code, the Arizona State Board of Education School District

Procurement Rules, and the Uniform Commercial Code (UCC) as adopted by the State of Arizona, are part of this document as if fully set forth herein. Any provision or clause required by law, rule, or regulation to be included in the contract will be read and enforced as if in the contract, whether or not physically included. If any such provision is not included, or is not correctly included, contract will be amended in writing to make such inclusion or correction upon application from either party to contract.

C. Arbitration: After exhausting applicable administrative review, the parties to this contract may agree to resolve disputes arising out of or relating to this contract through arbitration, to the extent allowed by law.

D. Assignment: Contract vendor agrees that if a contract is reassigned as part of an acquisition/merger, contract vendor will notify Mohave once legally permissible. ASPIN/Mohave reserves the right to accept or reject any reassignment of an awarded Mohave contract. ASPIN/Mohave shall not unreasonably withhold approval of a contract transfer resulting from an acquisition/merger. ASPIN/Mohave shall notify contract vendor of its decision within fifteen (15) days of receipt of written notification from contract vendor of the acquisition/merger.

E. Contract claims or controversies: The requirements of the Arizona Procurement Code and the Arizona

State Board of Education School District Procurement Rules shall govern any contract awarded as a result of this solicitation, as well as any contract claims or controversies associated with it.

Formal contract claims and controversies between a member and contract vendor shall be resolved in accordance with R7-2-1155 through R7-2-1159, or A.R.S., Title 41, Chapter 23, Article 9, as applicable.

Member’s authorized representative shall serve as the district representative for resolution of such claims and controversies. A.R.S., Title 41, Chapter 23, Article 9, and the rules promulgated under it, or R7-2-1155 through R7-2-1159, as applicable, provide the exclusive procedure for asserting a cause against member under the contract.

F. Contract placed on hold: ASPIN/Mohave shall have the ability to place a contract on hold, if it is deemed necessary to address ongoing problems with an awarded contract. Details of the decision to place contract on hold shall be provided in a written deficiency notice. A reasonable amount of time shall be provided to contract vendor to address issues in the written deficiency notice.

G. Modification of contract: An awarded contract may be modified for a variety of reasons. Contract modifications will be issued as deemed necessary by ASPIN/Mohave to address contractual issues that may arise. Contract modification will become effective upon agreement by contract vendor and

ASPIN/Mohave.

H. Novation: If contract vendor sells or transfers all assets or the entire portion of the assets used to perform this contract, a successor in interest must guarantee to perform all obligations under this contract. ASPIN/Mohave reserves the right to accept or reject any new party. A simple change of name agreement will not change the contractual obligations of contract vendor.

I. Order cycle overview: One, or both, of the following order cycles will apply to an awarded contract. A sample reconciliation report will be provided to contract vendors who have been awarded a contract.

Instructions for including purchase order and Pcard/credit card purchases, will be contained in that sample reconciliation report and email.

For Procurements made with purchase orders:

1. Member forwards purchase orders to ASPIN/Mohave that lists the contract number.

2. ASPIN/Mohave reviews and logs member purchase order.

3. Member places order with contract vendor.

4. Contract vendor provides product.

5. Contract vendor provides signed invoices to ASPIN/Mohave

6. ASPIN/Mohave price confirms products delivered.

7. ASPIN/Mohave invoices member.

8. ASPIN/Mohave pays contract vendor.

9. Member pays ASPIN/Mohave.

J. Overcharges by antitrust violations: ASPIN/Mohave maintains that overcharges resulting from antitrust violations are to be returned to member. Therefore, to the extent permitted by law, contract vendor returns or credits to member any and all claims for such overcharges as to the products, materials, processes, or services used to fulfill the contract.

K. Relationship of the parties: Contract vendors receiving contracts under this solicitation are independent contractors. Any party to the contract shall not be deemed to be the employee of another party to the contract.

L. Severability: The provisions of this contract are severable to the extent that any provision or application held to be invalid shall not affect any other provision or application of the contract which may remain in effect without the invalid provision or application.

M. Successful performance: The sections of the solicitation defining the scope of work, requirements, or qualifications are not to be construed as a complete listing that exempts successful offeror from reasonable services required to ensure successful performance under the contract.

4.9. Cooperative Purchasing

A. Cooperative purchasing: This contract is based on the need for ASPIN/Mohave to provide the economic benefits of volume purchasing and reduction in administrative costs through cooperative purchasing to members.