Off_Duty_Management_Master_Agreement.pdf

Request for Proposal

Solicitation No. BPM007076

Off-Duty Law Enforcement

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

Phoenix, AZ 85007

Solicitation Attachment – Offer and Acceptance | Revision No. 6 | Revised 03-24

Attachment 01 – Offer and Acceptance Form

SUBMISSION OF OFFER: The undersigned hereby offers and agrees to provide Off Duty Law Enforcement in compliance with all terms, conditions, specifications, and amendments in the Solicitation and any written exceptions in the Offer indicated by the latest dated version below

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

1. Will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive

Orders 2023-09, 2023-01, 2009-09 or 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 submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Offer with a false statement will void the Offer, any resulting contract, and may be subject to legal penalties under law;

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

4. Has submitted this Offer as a firm offer for 180 days following the Solicitation due date and time per the Instructions to Offers. Any extensions to the Offer Acceptance Period shall be made in accordance with the A.A.C. R2-7-C310;

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 federal, state, or local government.

ACCEPTANCE OF OFFER

The offer is hereby accepted.

The Contractor is now bound to sell the Materials or Services listed by the attached Contract and based upon the Solicitation, including all terms, conditions, specifications, amendments, etc., and the Contractor’s Offer as accepted by the State.

The Contract shall henceforth be referred to as Contract No.

The effective date of the Contract is 11/01/2025

The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this Contract until Contractor receives purchase order or written notice to proceed.

State of Arizona Awarded this 22 day of October 2025

Stephanie Stevens Statewide Procurement Manager

Procurement officer signature

Off Duty Management 8/14/2025

Offeror company name Signature of person authorized to sign Offer Date

1906 Avenue D, Suite 200 Sherry Rowley – CEO

Address Printed name and Title

Katy, TX 77493 Greg Doran- COO

City, State, ZIP Contact name and Title gdoran@offdutymanagement .com

281-574-6195

Contact email address Contact phone number

Revised Offers:

Date Signature Date Signature

Best and Final Offer:

Date Signature

CTR079195

Off-Duty Law Enforcement

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

Phoenix, AZ 85007

Solicitation Attachment – Offer and Acceptance | Revision No. 6 | Revised 03-24 under A.R.S. § 41-2534

Notice Page

State Procurement Office

Solicitation Number: BPM007076

Description: Off-Duty Law Enforcement

Solicitation Due Date and Time: August 28, 2025 at 3:00 PM AZ Time

Pre-Offer Conference:

There will be no Pre-Offer Conference

Proposals will only be accepted online in the “State’s eProcurement System”, Arizona Procurement Portal (APP), at https://app.az.gov until the “Bid/Offer Due Date” indicated in the “State’s eProcurement System” for the Solicitation No. shown at the top of this page. Proposals must be in the State Procurement Office’s possession online no later than that deadline.

Submit technical inquiries about navigating and/or submitting proposals in the State’s eProcurement System to the State’s eProcurement System Help Desk by phone at (602) 542-7600, option 2; or by email to app@azdoa.gov.

LATE PROPOSALS WILL NOT BE CONSIDERED. No extension or grace period will be given for delays or incomplete proposals caused by internet connectivity problems, file uploading difficulties, or misunderstanding of the requirements or procedures for online submission in the “State’s eProcurement System”.

It is the responsibility of the Prospective Offeror to routinely check the APP website for Solicitation Amendments. Additional instructions for preparing an Offer are included in this solicitation.

Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Solicitation contact person. Requests shall be made as early as possible to allow time to arrange for the accommodation.

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 1 of 56 https://app.az.gov/ mailto:app@azdoa.gov

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 2 of 56 Click here to return to the Table of Contents

Table of Contents Request for Proposal under A.R.S. § 41-2534

Off Duty Law Enforcement

Notice Page

Table of Contents

Solicitation Summary 3

Scope of Work 5

Special Terms and Conditions 11

Addendum A to the Special Terms and Conditions 37

Uniform Terms and Conditions 10.5 38

Exhibit B Lottery Scope 65

Exhibit C State Land Scope 67

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 3 of 56

Solicitation Summary

1. What is the State Soliciting?

The Arizona Department of Administration, State Procurement Office (the State), as authorized under A.R.S. § 41-2501 et seq. is seeking to establish one or more mandatory statewide Contracts on behalf of Arizona Department of Administration, Eligible Agencies and Co-op Users, to provide Off Duty Law Enforcement Services.

The State anticipates awarding contract(s) with the intent to secure service coverage statewide.

Whether or not it actually enters into any contracts, how many contracts it enters into, and how the work is awarded between those contracts are all at the State’s discretion. Furthermore, the State will use any awarded contracts on an as-needed basis, with no guarantee as to its actual spending under them.

The State reserves the right to accept any item or combination of items specified in the Solicitation, unless the Offeror expressly restricts an item or combination of items in its Offer, and conditions its response on receiving all items for which it provided a proposal. In the event of such restriction, the State will evaluate if an award on such a basis will result in the best value and is in the best interest for the State. The State may otherwise determine, at its sole discretion, that such restriction is non-responsive and deem the Offeror ineligible for further evaluation.

2. What is in the Solicitation?

2.1. At the time of publication, the following documents are included in the Solicitation:

2.1.1. Attachment: BPM006770 Solicitation Requirements

2.1.1.1. Notice / Cover Page

2.1.1.2. Table of Contents

2.1.1.3. Solicitation Summary

2.1.1.4. Scope of Work

2.1.1.5. Special Terms and Conditions

2.1.1.6. Addendum A to the Special Terms and Conditions

2.1.1.7. Uniform Terms and Conditions

2.1.1.8. Exhibit A State Fair Scope

2.1.1.9. Exhibit B Lottery Scope

2.1.1.10. Exhibit C State Land Scope

2.1.2. Attachment: BPM006770 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Standard Instructions to Offerors (RFP)

2.1.3. Solicitation Attachments

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 4 of 56

2.1.3.1. BPM006770 Attachment 01 - Offer and Acceptance

2.1.3.2. BPM006770 Attachment 02 - Boycott of Israel Disclosure

2.1.3.3. BPM006770 Attachment 03 - Forced Labor of Ethnic Uyghurs Ban

2.1.3.4. BPM006770 Attachment 04 - Confidential Information Designation

2.1.3.5. BPM006770 Attachment 05 - Conformance Statements and

Exceptions Requests

2.1.3.6. BPM006770 Attachment 06 - Key Personnel

2.1.3.7. BPM006770 Attachment 07 - Letter of Insurability

2.1.3.8. BPM006770 Attachment 08 - Organization Profile

2.1.3.9. BPM006770 Attachment 09 - Proposed Subcontractors

2.1.3.10. BPM006770 Attachment 10 - Experience and Capacity Response

2.1.3.11. BPM006770 Attachment 11 – References

2.1.3.12. BPM006770 Attachment 12 - Method of Approach

2.1.3.13. BPM006770 Attachment 13 - Pricing Document

2.2. The State may issue a Solicitation Amendment at any time after Solicitation publication and before the Offer due date. It is the responsibility of the Prospective Offeror to routinely check the APP website for any Solicitation Amendments and revised documents.

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 5 of 56

Scope of Work

1.0 PURPOSE AND BACKGROUND

1.1 Purpose: The State of Arizona Department of Administration, State Procurement Office (State) is seeking to enter into contracts with qualified Off-duty Law Enforcement companies with a minimum of five (5) years’ experience to provide services for the State of Arizona, its Agencies, Boards and Commissions as well as Participating Members of the State Purchasing Cooperative (collectively herein referred to as Eligible Agencies).

1.2 Background/Mission: To offer off-duty police officers to various agencies for security, crowd control, and armed patrol duties. These agencies include, but are not limited to, the Arizona State Fair, Arizona Lottery, State Land, and other participating agencies or co-op members.

1.3 Projected Awards: It is the intent of the State to award multiple contracts for the required services and it is the intention of the State to award contracts that will provide coverage for all of these services throughout the State of Arizona.

1.4 Projected Utilization: The estimated dollar volume of services purchased under the proposed contract is unable to be calculated at this time. This contract will be used on an as-needed basis; the State makes no guarantee as to actual spend under any resultant contract.

1.5 Project Exclusion: This contract excludes A.R.S. § 15-154 for school safety including SROs and SSOs. School Resource Officers (SROs) are officers permanently assigned to schools for the purpose of preventing and addressing crime, providing law related education, and serving as mentors. School Safety Officers (SSOs) are officers assigned to schools in an off-duty / extra duty capacity for the purpose of preventing and addressing crime, providing law related education, and serving as mentors.

2.0 DEFINITIONS

2.1 A.R.S. § 1-215 Peace officers means sheriffs of counties, constables, marshals, policemen of cities and towns, commissioned personnel of the department of public safety, personnel who are employed by the state department of corrections and the department of juvenile corrections and who have received a certificate from the Arizona peace officer standards and training board, peace officers who are appointed by a multicounty water conservation district and who have received a certificate from the Arizona peace officer standards and training board, police officers who are appointed by community college district governing boards and who have received a certificate from the Arizona peace officer standards and training board, police officers who are appointed by the Arizona

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 6 of 56 board of regents and who have received a certificate from the Arizona peace officer standards and training board, police officers who are appointed by the governing body of a public airport pursuant to section 28-8426 and who have received a certificate from the Arizona peace officer standards and training board, peace officers who are appointed by a private postsecondary institution pursuant to section 15-1897 and who have received a certificate from the Arizona peace officer standards and training board and special agents from the office of the attorney general, or of a county attorney, and who have received a certificate from the Arizona peace officer standards and training board.

2.2 Contractor: the party that will provide off-duty law enforcement services to the State of Arizona.

2.3 Requester: the party that submits requests for off-duty law enforcement services.

2.4 Officer: the law enforcement officer provided by the Contractor to perform the services requested by the Requester.

3.0 SCOPE OF WORK

3.1 General Requirements: The Contractor shall provide qualified law enforcement officers who hold the appropriate certifications to provide the following types of services:

3.1.1 Security Patrols: Conduct regular patrols of the Premises, including interior and exterior areas, to deter crime and identify potential security risks.

3.1.2 Access Control: Monitor and control access to the Premises, ensuring only authorized individuals enter.

3.1.3 Traffic Control: Direct traffic and enforce parking regulations, if applicable.

3.1.4 Crowd Control: Manage crowds and maintain order during events or peak hours.

3.1.5 Incident Response: Respond to incidents such as disturbances, thefts, accidents, and medical emergencies.

3.1.6 Emergency Response: Assist in coordinating emergency response efforts with local law enforcement, fire department, and emergency medical services.

3.1.7 Investigations: Conduct preliminary investigations of incidents, gather evidence, and prepare reports.

3.1.8 Liaison with Local Law Enforcement: Maintain communication and cooperation with local law enforcement agencies.

3.1.9 Customer Service: Provide assistance and information to visitors, employees, and residents.

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 7 of 56

3.1.10 Off-Duty Officer/Medic: Is a person certified as a full authority police (peace) officer by the State of Arizona - AzPOST, and certified as a Paramedic in Arizona by the Department of Health Services. Officer/Paramedic must be currently employed and allowed full police authority and medical authority while working off duty.

The Contractor Shall:

3.2 Provide personnel with the knowledge and expertise required by the specific situation.

3.2.1 In the event of a conflict in determining the appropriate level of expertise, the Requester will have final authority.

3.3 Respond to submitted requests, confirming the assignment and providing the

Requester the name of the officer or officers.

3.4 Ensure that all personnel assigned by the Contractor are:

3.4.1 Off-duty officers provided by the Contractor shall be Arizona Peace Officer Standards and Training (“AZPOST”) certified with full police authority in good standing.

3.4.2 In possession of a valid law enforcement certification and firearm qualification.

3.4.3 Properly uniformed and equipped with necessary law enforcement gear as needed per assignment.

3.4.4 Possess the qualifications for the required assignment and the ability to perform the duties required by the requester.

3.5 Ensure that all Off-Duty Officers provided under the Contract adhere to the applicable work policies, standards, procedures, rules and regulation of Eligible Agencies and Co-op Buyers for which services are performed. These include, but are not limited to the following:

3.5.1 Perform all duties in a professional manner at all times; be courteous and respectful to the public and the Staff; being firm only when necessary.

3.5.2 Utilize appropriate force to protect Eligible Agency employees or the general public from assault, or other harm.

3.5.3 It is understood that the officers will not be subjected to physical or verbal mistreatment from the public or staff. If such incidents arise, the individual will document them in a written report to the Eligible Agency authorized designee at the conclusion of their shift.

3.5.4 No smoking/eating/drinking in the work area, with the exception of water.

3.5.5 Sign in and present positive identification upon reporting for duty.

3.5.6 Park in assigned locations when reporting for duty.

3.5.7 Comply with the Requester rules as required (I.E. dress codes, physical, fire, safety and security rules and regulations). In the event that Off-Duty Officers fail to comply with directions or security regulations, or demonstrate that they are not qualified to perform the duties required, the

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 8 of 56 officer shall be replaced with another approved officer at no cost to the Requester.

3.5.8 Escalate unresolved issues to their supervisor, who will communicate those issues to the contract owner.

3.6 The number of personnel required for any assignment shall be determined in consultation with the Requester factoring in the length of assignment, number of consumers and subject matter.

3.7 Respond within one (1) business day for requests submitted more than four (4) days in advance.

3.7.1 For requests submitted less than four (4) days in advance, but more than 24 hours in advance of the assignment, the Contractor shall respond within six

(6) hours after receipt.

3.7.2 When a request is submitted less than 24 hours in advance, the Contractor shall respond within a mutually agreed timeframe.

3.8 Ensure that all Off-Duty Officers provided under the Contract adhere to the Law

Enforcement Code of Ethics. The Code may be viewed at post.az.gov.

3.9 If working for the following agencies, follow the scopes of work outlined in Exhibits A- C

● Exhibit A Arizona State Fair Scope of Work

● Exhibit B Arizona Lottery Scope of Work

● Exhibit C Arizona Law Enforcement Patrols on State Trust Land Scope of

Work

4.0 Eligible Agency Requirements

The Eligible Agencies Shall:

4.1 Provide a safe working environment for the Officers.

4.2 Provide the relevant information regarding the specific situation including such details as type of setting, if any specialty or advanced skill is required, appropriate attire, specific post orders, rules, and regulations.

4.3 Provide access to necessary facilities and resources.

4.4 Cooperate with the Officers in the performance of their duties.

4.5 Utilize email, or an equivalent process of submitting information through electronic requests.

4.6 Have direct control over the daily activities of the Off-Duty Officers’ assigned to the task.

4.7 Have the right to have an assignment moved

4.8 Ensure that the officer has access to restrooms and water at all Eligible

Agencies.

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 9 of 56

4.9 Unless otherwise specified within the task order, the Eligible Agency shall not pay for lunch breaks. The Eligible Agency shall only pay for actual hours worked with a minimum of four (4) hours. Breaks and lunch could be discussed prior to the assignment.

4.10 Have the right to cancel an assignment, without penalty of charge, if the Requester notifies the Contractor one (1) day prior to the assignment time and date including for weekend assignments.

4.11 If the Requester fails to notify the Contractor within one (1) day of cancellation the Requester will reimburse the Contractor for the requested hours of service with a four (4) hour rate minimum, in accordance with the applicable rates contained in the Pricing Document (Attachment 13).

4.12 In the event that the Requester cancels an initial assignment, the Off-Duty Officer may be reassigned to an alternate assignment for the Requester if the following conditions apply

4.12.1 The reassignment has the same starting and ending times

4.12.2 If the officer meets the requirements for the second assignment

Note: There shall be no separate billing for an alternate assignment.

5.0 Cancellation

The Contractor shall immediately notify the Requester and try to find a replacement officer if the assigned officer cancels before the start of the assignment.

6.0 Reporting and Invoicing Requirements

The Contractor Shall:

6.1 Prepare all reports and summaries in accordance with the State guidelines and in the format approved by the Requester.

6.2 Invoicing: Upon the receipt and acceptance of services, submit a complete and itemized invoice with supporting documentation.

6.3 The minimum billable shift will be four (4) hours. Shifts exceeding four (4) hours will be billed to the nearest quarter hour.

6.3 Have an agreement with the Eligible Agency before billing for extra services performed.

6.4 Submit a timesheet or record of clocking in and out as documentation for invoices.

7.0 PRICING

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 10 of 56

Rates shall be on an all-inclusive basis, and shall contain the labor rate, labor benefits, travel for specified AZ counties that are less than 50 miles away, payroll burden, insurance, workman's compensation, all taxes, profit, overhead, general and administrative expenses, fees and all other related charges.

7.1 The rate of compensation for off-duty officers will be established by their respective originating agencies. The final billing rate will be calculated by incorporating the Offeror's markup into the agency's base rate. A four-hour minimum billing period will apply, with subsequent charges calculated in 15 Minute increments.

8.0 Ordering Support

8.1 The contractor shall provide and maintain applicable web support and 24/7 toll-free telephone numbers for Eligible Agency use. Failure to maintain this service may be cause for cancellation of the contract.

EXHIBITS TO THE SCOPE DOCUMENT

● Exhibit A Arizona State Fair Scope of Work

● Exhibit B Arizona Lottery Scope of Work

● Exhibit C Arizona Law Enforcement Patrols on State Trust Land Scope of Work

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 11 of 56

Addendum A to the Special Terms and Conditions

The Special Terms and Conditions modify the Uniform Terms and Conditions. It can modify them by replacing, deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and incorporated by Contract Amendment.

1. Definition of Terms: As used in the Contract, the terms listed below are defined as follows:

1.1. Acceptance: The document titled “Offer and Acceptance Form” bearing the state contract number once Procurement Officer has signed it to signify (1) State’s formal acceptance of the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not to be confused with the term “acceptance” used throughout the Contract in the context of delivery, inspection, etc., with respect to Materials or Services.

1.2. Accepted Offer:

1.2.1. If State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.

1.2.2. If State requested a Revised Offer but not a Best and Final Offer, then “Accepted Offer” means the latest Revised Offer.

1.2.3. If State requested a Best and Final Offer, then “Accepted Offer” means the Best and Final Offer.

1.3. Arizona Procurement Code: The Arizona Procurement Code consists of Arizona Revised Statutes (A.R.S.) §§ 41-2501 et seq. and Arizona Administrative Code (A.A.C.) R2-7-101 et seq. There is additional information in the Solicitation Instructions regarding how to access these state statutes and rules.

1.4. Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona Department of Revenue (DOR) website at: https://azdor.gov/transaction-privilege-tax-tpt

1.5. Attachment. Any item that:

1.5.1. The Solicitation required Offeror to submit as part of the Offer (e.g., Initial Offer, Revised Offer, or Best and Final Offer);

1.5.2. Was attached to an Offer when submitted; and

1.5.3. Was included in the Accepted Offer.

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

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 12 of 56

1.6. Contract Terms and Conditions: The Special Terms and Conditions and the Uniform

Terms and Conditions taken collectively.

1.7. Contractor: The Person identified on the Accepted Offer who has entered into the Contract with the State.

1.8. Contractor Indemnitor: Contractor or any of its owners, officers, directors, agents, employees, or Subcontractors.

1.9. Co-Op Buyer: A member of the State Purchasing Cooperative that has entered into a “Cooperative Purchasing Agreement” with the Arizona Department of Administration State Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing an “eligible procurement unit” under A.A.C. R2-7-101(23).

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non-profit organizations, other state governments, the federal government and tribal nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the I.R.S. under Section 501(c)(3) through 501(c)(6) of the tax code.

1.10. Eligible Agency:

1.10.1. If the Special Terms and Conditions indicate that the Contract is a “single-agency” contract, then “Eligible Agency” means the particular State of Arizona agency, university, commission, or board identified therein.

1.10.2. If the Special Terms and Conditions indicate that the Contract is a mandatory statewide contract, then “Eligible Agency” means any State of Arizona department, agency, university, commission, or board.

1.10.3. If the Special Terms and Conditions indicate that the Contract is a “cooperative” contract available for use by Co-Op Buyers, then “Eligible Agency” means any State of Arizona department, agency, university, commission, board, or any Co-Op Buyer.

1.11. Federal Risk and Authorization Management Program (FedRAMP): A federal government program that provides a standardized approach to security assessment, authorization, and continuous monitoring specifically for Cloud products and services relied upon by federal entities that store, process and transmit federal information.

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 13 of 56

1.12. Instructions to Offerors: The Solicitation Instructions document of the Solicitation.

1.13. Order: The instrument by which the Eligible Agency or Co-Op Buyer authorizes a Contractor to perform some or all of the Work. Whether the Contract will have one Order or many Orders depends on the scope of the Contract and how the State will use it. The Special Terms and Conditions provide that information. Any of the following are construed as an “Order”: “Purchase order,” “task order,” “service order,” or “job order”.

1.14. State’s eProcurement System: The State’s official electronic procurement system, established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of Administration State Procurement Office policy document Technical Bulletin No. 020, The State’s eProcurement System–The Official State eProcurement System. Technical Bulletin No. 020 is available online at:

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

1.15. State: With respect to the Contract generally, “State” means the State of Arizona and its department, agency, university, commission, or board that has executed the Contract.

With respect to administration or rights, remedies, obligations and duties under the Contract for a given Order, “State” means each Eligible Agency or Co-Op Buyer who has issued the Order.

1.16. State Indemnitees: Collectively, the State of Arizona, its departments, agencies, universities, commissions, and boards and, and their respective officers, agents, and employees.

1.17. Work: The totality of the Materials and the Services and all the acts of administration, creation, production, and performance necessary to fulfill and incidental to fulfilling all of Contractor's obligations and duties under the Contract in conformance with the Contract and applicable laws.

2. Contract Interpretations

2.1. Usage. Where the Contract:

2.1.1. assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a reference to the Contractor and all Subcontractors, whether they are first-tier Subcontractors, sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-consultants, as well as all of Contractor’s and the Subcontractor’s respective agents, representatives, and employees in every instance unless the context plainly requires that it is a reference only to Contractor as apart from Subcontractors.

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

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 14 of 56

2.1.2. uses the permissive “may” with respect to a party’s actions, determinations, etc., the terms is to be interpreted as in A.A.C. R2-7-101(32) [Definitions]. For clarity of intent, any right given to State using “State may” or a like construction denotes discretion and freedom to act so far as any regulatory or operative constraints permit in the relevant circumstances, provided that: (a) where written “may, at its discretion,” the discretion extends to whatever is most advantageous to State; and (b) where written only as “may,” the discretion is constrained by what is fair, reasonable, and as accommodating of the respective best interests of both parties as practicable under the circumstances;

2.1.3. uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to be interpreted as in A.A.C. R2-7-101(44) [Definitions]. Conversely, the phrase “shall not” is to be interpreted as an imperative prohibition.

2.1.4. uses the term “must” with respect to a requirement, criterion, etc., the term is to be interpreted as conveying compulsion or strict necessity;

2.1.5. uses the term “might” with respect to an event, outcome, action, etc., the term is to be interpreted as conveying contingency or non-discretionary conditionality; and

2.1.6. uses the term “will” or the phrases “is to be” or “are to be” with respect to an event, outcome, action, etc., the term or phrase is to be interpreted as conveying such certainty or imperativeness that “shall” is either unnecessary or irrelevant in that instance.

2.2. Contract Order of Precedence

2.2.1. Complementary Documents. All of the documents forming the Contract are complementary. If certain work, requirements, obligations, or duties are set out only in one but not in another, Contractor shall carry out the Work as though the relevant Work, requirements, obligations, or duties had been fully described in all, consistent with the other documents forming the Contract and as is reasonably inferable from them as being necessary to produce complete results.

2.2.2. Conflicts. In case of any inconsistency, conflict, or ambiguity among the documents forming the Contract and their provisions, they are to prevail in the following order, descending from most dominate to most subordinate, provided that, among categories of documents or provisions having the same rank, the document or provision with the latest date prevails. Information being identified

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 15 of 56 in one document, but not in another, is not to be considered a conflict or inconsistency.

2.2.2.1. Contract Amendments;

2.2.2.2. The final Solicitation Documents, in the following order:

(1) Special Terms and Conditions;

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

(4) Scope of Work;

(5) Exhibits to the Scope of Work;

(6) Specifications; and

(7) Any other documents referenced or included in the

Solicitation;

2.2.2.3. Orders, in reverse chronological order; and

2.2.2.4. Accepted Offer.

2.2.3. Attachments and Exhibits. For clarity of intent, if an item was an Attachment in the Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was subsequently made into an Exhibit, or its content was incorporated into one of the other Contract documents, then that Attachment no longer exists contractually as an “Attachment” since it has at that point been made into some other Contract document. In every other case, an Attachment and the Offeror Data therein remain part of the Accepted Offer for purposes of precedence and contractual effect.

3. Contract Administration and Operation

3.1. Term of Contract. The term of the Contract will commence on the date indicated on the Acceptance and continue for twelve (12) months unless canceled, terminated, or permissibly extended.

3.2. Contract Extensions. State may at its discretion extend the initial Contract term in increments of twelve (12) months and do so one or more times, provided that the

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 16 of 56 maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of five (5) years.

3.3. Notices and Correspondence

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

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

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

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

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

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

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

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

3.5. Click-through Terms and Conditions. If either party uses a web-based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 17 of 56 electronic acceptance, or any software based ordering system with respect to the Contract (each an “Electronic Ordering System”), the parties acknowledge and agree that an Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract. Accordingly, where an authorized State user is required to “click through” or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering System, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any Materials or Services, those terms and conditions will also be void.

3.6. Books and Records

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

3.6.2. Usage Information. Additionally, any and all information (including, but not limited to, documentation or Data) related to Eligible Agency and Co-Op Buyer usage retained solely within the Contractor’s system (for example, related to punch-out or Contractor catalog sales) shall be considered public information or information that can be shared with and distributed by the State freely and for any purpose under the State’s government purpose rights detailed in Section 3 of the Uniform Terms and Conditions [Ownership of Intellectual Property]. Any modifications to this Contract notwithstanding, the State shall have free use of any and all information related to Eligible Agency or Co-Op Buyer purchasing. Upon request by the State, Contractor shall promptly provide the State with any usage information requested and shall not attempt to limit the State's use in any way.

3.6.3. Right To Audit. The retained books and records are subject to audit by State during that period. Pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to performance under the Contract for the period specified in the statute and those retained books and records are subject to audit by State during that period.

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 18 of 56

3.6.4. Auditing. Contractor or Subcontractor shall either make all such books and records under subparagraphs 3.6.1 and 3.6.2 available to State at all reasonable times or produce the records at a designated State office on State’s demand, the choice of which being at State’s discretion. For the purpose of this paragraph, “reasonable times” are during normal business hours and in such a manner so as to not unreasonably interfere with normal business activities.

3.7. Subcontract

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

3.7.2. Additional names. Contractor shall not enter into a Subcontract to perform Work under the Contract, without first obtaining Procurement Officer’s written consent with any prospective Subcontractor that (a) was not listed on the Attachment Proposed Subcontractors at time of Contract execution or (b) is for any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it.

Approval of additional subcontractors shall be added to the Contract by a bilateral Contract Amendment.

3.7.3. Flow-down. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as appropriate. When making any post-execution consent requests, Contractor shall include its warrant that it will do the same for the pending Subcontracts covered by the request. Entering into Subcontracts will not relieve Contractor of any of its obligations or duties under the Contract, including, among other things, the duty to supervise and coordinate the work of Subcontractors.

Nothing contained in any Subcontract will create or is to be construed as creating any contractual relationship between State and the Subcontractor.

3.8. Orders

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 19 of 56

3.8.1. Order Sufficiency. The Contract was awarded in accordance with the Arizona

Procurement Code; the transactions and procedures required by the Arizona Procurement Code for competitive source selection have been met. An Order issued that cites the correct State contract number will suffice to authorize the Contractor to provide the Materials and perform the Services covered by that Order.

3.8.2. Order Terms. All Orders are subject to the Contract Terms and Conditions; an Order cannot modify the Contract Terms and Conditions. Any Contractor terms added to quotes or otherwise unilaterally added to Eligible Agency or Co-Op Buyer Orders are null and void.

3.8.3. Orders are Obligatory. Until the expiration or earlier termination of the Contract, State may issue and Contractor shall accept Orders that make proper reference to the Contract and are permissible hereunder, provided that, Contractor is not obliged to accept any Order that is not consistent with the then-current pricing, lead times, specifications, or payment provisions of the Contract. Contractor shall fulfill and complete any Orders that are begun but not yet completed as of expiration or earlier termination of the Contract unless State instructs otherwise at the time.

3.8.4. No Minimums or Commitments. (a) Contractor shall not impose any minimum dollar amount, item count, services volume, or services duration on Orders; (b) State makes no commitment of any kind concerning the quantity or monetary value of activity actually initiated or completed during the term of the Contract;

(c) Contractor shall only deliver or perform as authorized by Orders; and (d) State is not limited as to the number of Orders it may issue for the Contract.

For clarity of intent, the foregoing applies equally whether an Eligible Agency issues the Order or, if applicable, a Co-Op Buyer issues it.

3.8.5. Non-contracted Materials or Services. Any attempt to knowingly represent for sales, marketing, or related purposes that Materials or Services not specifically awarded are under a State contract is a violation of the Contract and law.

3.9. Order Cancellations. State may cancel Orders within a reasonable period after issuance and at its discretion. The same method used for ordering will be used for cancellation.

3.9.1. If State cancels an Order, then State shall:

3.9.1.1. pay Contractor for any portion of the Materials and Services from that Order that have been properly delivered or performed as of the cancellation effective date; and

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 20 of 56

3.9.1.2. reimburse Contractor for actual, documented costs incurred in fulfilling the Order up to the cancellation effective date and the cost of any obligations incurred in fulfilling the Order up to the cancellation effective date that demonstrably cannot be canceled or that have pre-established cancellation penalties specified in the relevant Subcontracts, to the extent the penalties are reasonable and customary for the work in question.

3.9.2. Contractor shall not charge or be entitled to charge State for any new costs it incurs after receiving the cancellation notice; State is not liable for any Materials that were produced, shipped, or delivered, or Services that were performed before Contractor had acknowledged the corresponding Order.

3.9.3. State shall also be able to cancel Orders freely and without any further obligation at any time prior to Contractor’s formal acknowledgement of the Order.

3.10. 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 Co‑Op 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.

3.10.1. Contractor shall verify if an ordering entity is a current Co-Op Buyer before selling Materials to or providing Services for them under the Contract. The current list of Co‑Op Buyers is available on the S tate P rocurement Office website:

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

3.10.2. 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).

3.10.3. Contractor shall pay State an administrative fee against all Contract sales to Co‑Op Buyers, as provided for under A.R.S . § 41‑ 2633. Rates are set in accordance with SPO Technical Bulletin (TB) 007, available on the SPO website, which may be revised at the State’s sole discretion as part of Arizona

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 21 of 56 state procurement policy. For convenience (though note that this link may change over time) TB 007 may be found here:

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

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:

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

3.10.4. Contractor shall submit to State a quarterly usage report documenting all Contract sales to both Eligible Agencies and Co‑Op Buyers, itemized separately. Contractor shall further itemize divisions, groups or areas within a given Eligible Agency if they place Orders independently of each other. 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.

3.10.5. Contractor shall acknowledge each Order from Eligible Agencies within one (1) business day after receipt by either: (a) “approving” the Order electronically in the State’s eProcurement System, which will indicate Contractor’s unqualified acceptance of the Order as‑issued; or (b) “rejecting” the Order electronically in the State’s eProcurement System, with a concurrent explanation by email to relevant originator as to the reason for rejecting it. By way of reminder, the only grounds on which the Contractor may reject or refuse an Order are those set out in subparagraph 3.8.3 [Orders are Obligatory]. Unless and until Contractor has approved the Order in the State’s eProcurement System, it will have no effect under the Contract and will not oblige either State or Contractor. If the relevant Eligible Agency explicitly instructs at the time that a verbal acceptance is sufficient because of urgency or other unusual circumstances and Contractor duly gives its verbal acceptance, then Contractor will be deemed to have accepted the Order immediately upon commencing performance, provided that, Contractor must follow-up its verbal acceptance by accepting the Purchase Order electronically in the State’s eProcurement System within three https://spo.az.gov/suppliers/usage-reporting

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 22 of 56

(3) business days. Contractor shall thereafter be barred from subsequently rejecting the Order in the State’s eProcurement System and if it does so the rejection will be void.

3.10.6. 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 S tate’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.

3.11. Multiple-Use Provisions. Eligible Agencies may issue Orders for Services in several forms, all of which become final and effective by a Purchase Order in the State’s eProcurement System. Orders issued by Co-Op Buyers will be in whatever form the Co-Op Buyer normally uses. Regardless of origin, Orders must cite the State contract number to be valid. State may, at its discretion in each instance, determine the scope, schedule, and price for each Order in any of the following ways:

3.11.1. By choosing some or all of the Materials or Services items covered by the Contract for which a price is established in the Contract, then preparing an Order using those prices (e.g. filling out an order form), and sending it to the Contractor;

3.11.2. By instructing Contractor to provide a comprehensive proposal of item quantities, combinations, etc., or services hours, personnel, etc., for a defined scope using those established prices as a basis, then validating and negotiating the proposal with Contractor and issuing an Order if and when reaching agreement;

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

3.11.4. As described in 3.11.3 above but…