RFP-2500004795 Election Campaign Finance Software.pdf

Troy McMaster, Procurement Officer Publish: The Territorial: April 2, 3, 4, & 7

PIMA COUNTY NOTICE OF REQUEST FOR PROPOSALS (RFP)

Solicitation Number: RFP-2500004795

Title: Elections Campaign Finance Software

DUE IN AND OPENS: May 1st, 2025 AT OR BEFORE 2:00 PM LOCAL TUCSON, AZ TIME (MST)

Submit Proposal to:

Online submissions to the BidNet solicitation portal only

Remote Pre-Proposal Conference:

April 10th, 2025 AT 2:00 PM LOCAL TUCSON AZ TIME (MST) Pima County Procurement Department 150 West Congress, 5th Floor Tucson, Arizona 85701 MS Teams Meeting Link: Click Here

SOLICITATION: Pima County (“County”) is soliciting proposals from Proposers qualified, responsible, and willing to provide Elections Campaign Finance Software in compliance with all solicitation specifications and requirements contained or referenced herein.

GENERAL DESCRIPTION: The implementation, training, licensing and ongoing support of Election Campaign Finance Software, per specifications and requirements described herein.

You may download a full copy of this solicitation at https://www.bidnetdirect.com/solicitations/open-bids/ by selecting the solicitation number. Proposers are required to check this website for amendments prior to the “Due In and Opens” date and time to assure that the proposal incorporates all amendments. Prospective Proposers may also pick up a copy, Monday through Friday excluding legal holidays (as observed by County, https://webcms.pima.gov/cms/one.aspx?portalId=169&pageId=2976), 8 A.M. to 5 P.M. LOCAL TUCSON ARIZONA TIME (MST), at the address listed above.

PRE-PROPOSAL CONFERENCE: County will hold a Pre-Proposal Conference, via an MS Teams Meeting only, for the purpose of clarifying requirements and answering prospective Proposer questions. It is the responsibility of Prospective Proposers to familiarize themselves with all requirements of the solicitation and to identify any issues at the conference.

Attendance is optional and encouraged. Remote participation is via the MS Teams Meeting link included above.

RECEIPT OF PROPOSALS: Proposers must submit proposals to the location indicated above as required in the Instructions to Proposers, in accordance with all solicitation documents, including the contract, either referenced or included herein. Failure to do so may be cause for County to reject a proposal as “Non-Responsive”.

Proposers must complete and return those documents identified in Section 4 Submission of Proposals of the Instructions to Proposers document.

Proposers may not withdraw proposals for sixty (60) days after opening except as allowed by Pima County Procurement Code.

Bonds are not required.

PROPOSERS ARE REQUIRED TO READ THE ENTIRE SOLICITATION, INCLUDING ALL REFERENCED

DOCUMENTS, ASSURE THAT THEY ARE WILLING AND ABLE TO COMPLY, AND INCORPORATE ALL

ASSOCIATED COSTS IN THEIR PROPOSAL.

County will not accept verbal requests for clarifications or interpretations. Proposers must submit any questions or deviation requests through the BidNet solicitation portal.

All submittals must reference the Solicitation Number and Title. County may not answer any questions that Proposers submit within eight (8) days of the solicitation “Due in and Opens” date.

https://teams.microsoft.com/l/meetup-join/19%3ameeting_OGFkNGFkYjUtZmIxMy00YzQxLWIxZjMtZDk4MjQ3YzhhNWVl%40thread.v2/0?context=%7b%22Tid%22%3a%2233b6e2c3-0b1a-4879-b741-47461a6c1a89%22%2c%22Oid%22%3a%22250e9a89-a5c7-4455-8746-5f6b489b9498%22%7d https://www.bidnetdirect.com/solicitations/open-bids/ https://webcms.pima.gov/cms/one.aspx?portalId=169&pageId=2976

Solicitation No. RFP-2500004795 Title: Elections Campaign Finance Software

Instructions to Proposers Page 1 of 5

INSTRUCTIONS TO PROPOSERS

FAILURE TO COMPLY MAY CAUSE COUNTY TO IMPROPERLY EVALUATE THE PROPOSAL OR TO CONSIDER

THE PROPOSAL TO BE “NON-RESPONSIVE”

1. PREPARATION OF PROPOSALS

Proposer’s submission must use the forms contained in the solicitation. Proposers must print, in ink, or type all prices and notations. Erasures are NOT permitted. Proposers must cross out errors and print in ink or type corrections adjacent to the error, and the person signing the proposal will initial any such correction. Pima County (“County”) prefers typed responses.

All proposals must, if appropriate indicate the registered trade name, stock number, and packaging of the items included in the proposal.

Any surety required by this solicitation may be in the form of a bond, cashier's check or certificate of deposit made payable to Pima County. Personal or company checks are not acceptable.

2. PROPOSAL FOR ELECTIONS CAMPAIGN FINANCE SOFTWARE

An authorized representative of Proposer MUST complete all proposal documents and sign Attachment 1 Proposal Certification Form, certifying that the Proposer is willing and able to meet all requirements of the solicitation. The completed and signed proposal becomes a binding offer once submitted by Proposer and opened by County on the “Due In and Opens” date. Once County accepts and executes a Professional Services Agreement, as described below in Section 11 Award of the Instructions to Proposer, the executed Professional Services Agreement becomes a binding contract between Proposer and County for the goods and services described therein.

2.1. Contractor Minimum Qualifications

In order for County to evaluate and consider proposals for award, they must be “Responsive” and “Responsible”. “Responsive” means that the submitted proposal documents conform in all material respects to the requirements in the solicitation. “Responsible”, means that Proposers document and substantiate their capability to fully perform all requirements of the solicitation. Factors include and may not be limited to experience, integrity, perseverance, reliability, capacity, facilities, equipment, credit and any other matter necessary to provide the performance that the solicitation requires. Attachment 2 Minimum Qualifications Verification Form (1 page) establishes the Proposer’s capacity and responsibility for providing the services or products solicited. To be evaluated and considered for award of contract, Proposer must submit with the Offer Agreement all documents specified in Attachment 2. If requested in that attachment, Proposer must list the license numbers or descriptions and other information requested. Failure to provide the information required by these Minimum Qualifications may be cause for County to reject the Proposer’s proposal as “Non-Responsive” and/or “Non-Responsible”.

2.2. Unit Prices

Proposers must submit complete costs as described in Section 7.1 Cost of the Instructions to Proposers.

Proposer must provide requested information and data in the precise manner that County requests. Product descriptions must provide sufficient information for the product being offered. Proposer’s unit prices must include all costs required to implement and actively conduct and document cost control and reduction activities.

Proposer’s unit prices must not include taxes applied to the unit price and legally applicable to County purchase transactions. Proposer’s unit prices must include all costs incidental to the provision of the good or services being solicited. Proposers must price each item separately.

County may question, clarify, and correct obvious errors.

3. SPECIFICATION DEVIATIONS

The specifications of this RFP identify the kind and quality of goods or services Proposer will provide without being unnecessarily restrictive and allow Proposer to provide the information needed for the development of consistent and comprehensive proposals.

Equipment brand names, models, and numbers, when given, identify a level of quality, equivalent performance, and dimensional specifications, and are for reference only, unless the solicitation otherwise specifies.

Failure to perform appropriate research, discovery, examine any drawings, specifications, and instructions will be at the Proposer's sole risk.

Instructions to Proposers Page 2 of 5

Items included in Proposer’s proposal must meet the specifications and requirements in the solicitation.

Proposer may request deviations that specifically document and clearly illustrate the requested deviation to the particular specification or the requirement in this solicitation and fully explain the requested deviation’s impact on the end performance of the item. Proposers must submit deviation requests to County prior to the initial “Due In and Opens” date. County may not answer requests submitted within eight (8) days of the “Due In and Opens” date. County may accept or reject deviation requests in accordance with the Pima County Procurement Code.

County may consider conditional proposals that do not conform to or that request exceptions to the published solicitation (and amendments) as “Non-Responsive” and may not evaluate them.

4. SUBMISSION OF PROPOSALS

County will consider Proposer’s submission of a Proposal with a signed Proposal Certification Form to be a firm offer that will become a binding contract once County and Proposer execute a Professional Services Agreement or other agreement form agreed to by the parties.

Proposers must complete, execute, and submit their full and complete response online to the BidNet solicitation portal.

A COMPLETE & SIGNED PROPOSAL MUST BE SUBMITTED. A complete Proposal includes:

• Attachment 1 Proposal Certification Form: fully complete and signed by an authorized representative of Proposer.

• Attachment 2 Minimum Qualifications Verification Form: fully complete, with all required documentation.

• Attachment 3 Software Requirements: each tab fully complete.

• Attachment 4 Information Technology Requirements: fully complete.

• Attachment 5 Company Background: fully complete.

• Any other documents required by the solicitation.

Proposer must submit their response to the BidNet solicitation portal not later than the “Due In and Opens” date and time specified in the RFP.

County will not accept emailed or faxed proposals. Only bids submitted through the BidNet solicitation portal will be accepted.

For any technical issues related to downloading or uploading solicitation documentation and/or submittals, please contact BidNet Direct Vendor Support at 800-835-4603, option 2. Additionally, please notify the Procurement Officer of any issues preventing you from submitting a response. Once the solicitation has closed, County will not be able to accept your submission if you were unable to submit a response for any reason, including technical issues with BidNet.

Proposer’s failure to comply with the solicitation requirements, including but not limited to submittals that do not contain all documents, or that modify the solicitation requirements, may be cause for County to reject Proposer’s proposal as “Non-Responsive” and not evaluate it.

5. INQUIRIES & CLARIFICATIONS

All inquiries to County regarding this solicitation must be submitted via the BidNet solicitation portal. No oral interpretations or clarifications made by County to any Proposer as to the meaning of any of the solicitation documents will be binding on County. If a prospective Proposer believes a solicitation requirement is needlessly restrictive, unfair, or unclear, Proposer must notify the Pima County Procurement Department in writing identifying the solicitation number, page and paragraph number and clearly state the issue and suggested solution prior to the “Due In and Opens” date.

County will respond to inquiries and issue clarifications through the BidNet solicitation portal and/or by written solicitation amendment posted to the BidNet solicitation portal. County may not answer issues identified less than eight (8) days prior to the “Due In and Opens” date.

6. OPENING

RESERVED.

Instructions to Proposers Page 3 of 5

7. EVALUATION & SELECTION CRITERIA

County will evaluate proposals that are “Responsive” and “Responsible” to determine which are most advantageous to County considering the specifications stated in the RFP, the evaluation criteria in this solicitation, and other relevant factors.

The evaluation panel will use the following evaluation criteria when scoring the proposal. The evaluation panel will evaluate the responses to each section along with required supporting materials and award points accordingly.

Proposers must not modify the forms found in this solicitation.

County may request additional information and/or clarification. Any clarification of a proposal will be in writing.

EVALUATION CRITERIA MAXIMUM POINTS

7.1 Cost (“Total Price Proposed”) 20

7.2 Functional Requirements 40

7.3 Technology Overview 10

7.4 Support & Maintenance 10

7.5 Training 5

7.6 Information Technology Requirements 10

7.7 Software Demonstrations 10

Evaluation Total 105

7.1. Cost

Proposers must propose one firm, fixed, fully loaded unit price per bid line. The firm, fixed, fully loaded unit price will include all direct costs, indirect costs, overhead and profit margin, as well as subcontractor’s total costs if appropriate. Unit prices will prevail in the event of an extension error. County will evaluate cost without regard to applicable taxes, and as such Proposers should not include taxes in their cost proposal. Proposer will submit all costs in BidNet only. DO NOT submit any additional documentation in the proposal reflecting costs.

The bid lines are as follows:

Software or Software Suite – if proposing a suite of software to meet all functional requirements, submit pricing for the entire software suite as one cost. If necessary, the suite can be itemized on invoices should the Proposer be awarded. A software suite must consist only of Proposer’s software, DO NOT include a third-party application in the suite or proposed cost.

Software Support & Maintenance – if support and maintenance is included in the price of the software or software suite, enter $0 on this line in BidNet.

Implementation & Training – if implementation and training are separate costs, submit combined pricing for both on this line in BidNet. If necessary, the costs can be itemized on invoices should the Proposer be awarded. If implementing and training is included in the price of the software or software suite, enter $0 on this line in BidNet.

7.1.1. Small Business Enterprise Participation

Any contract funded in any amount with federal funds is not eligible for the Small Business Enterprise (SBE) preference.

For proposals that do not exceed $500,000 per contract year, County will give a 5% cost preference to firms submitting SBE Certificates issued by the City of Tucson with their proposal. The certification is subject to verification and acceptance by County. If County accepts the certification, it will evaluate the proposed cost at 95% of the proposal amount to determine the low proposed cost. If an SBE firm is the successful Proposer, the contract will include the unit prices, or Lump Sum, as proposed.

To be eligible for the cost preference, SBE firms must complete Section 15 Small Business Enterprise (SBE) Certification and include with their proposal documents a copy of their current certification document which they may acquire from the City of Tucson; Department of Procurement.

The City of Tucson SBE website, which typically includes an SBE Application Form and a Directory listing firms holding SBE Certification, is located at the following website:

http://www.tucsonprocurement.com/bidders_SBE.aspx.

The process of acquiring SBE Certification may take several weeks. Please contact the Pima County Business Enterprise Program Coordinator at (520) 724-3807 for assistance or further information.

http://www.tucsonprocurement.com/bidders_SBE.aspx

Instructions to Proposers Page 4 of 5

7.1.2. Cost Points Calculation Method

County Procurement Department will calculate points for the cost based on the Total Price Proposed (TPP) using the following formula: Lowest Total Price Proposed Amount (LTPP) will receive the maximum quantity of points. Other proposals will receive points using the following formula: (LTTP / Other TPP) x Maximum Points = Score

7.2. Functional Requirements

Proposers must complete the Functional tab of Attachment 3, listing each requirement as Fully Supported (FS) by the software as quoted, Partially Supported (PS) by the software, or Not Supported (NS) by the software.

A functional requirement is Fully Supported if the software or software suite as proposed and quoted can perform the function “off the shelf.” If the requirement is Fully Supported, Proposer should include a detailed explanation of how the base software meets the functional requirement.

A functional requirement is Partially Supported if the software or software suite as proposed and quoted cannot perform the function “off the shelf” but Proposer can offer an in-house solution to perform the function. If the requirement is Partially Supported, Proposer should detail if the functional requirement is met through a separate module or other software provided by Proposer, of if the functional requirement can be met by a software customization provided by Proposer.

A functional requirement is Not Supported if the software or software suite as proposed and quoted cannot perform the function “off the shelf” and Proposer cannot offer an in-house solution to perform the function. A function that could only be supported by a third-party application would be considered Not Supported. If the requirement is Not Supported, Proposer should detail if the function cannot be performed by their system at all, or if the function could be performed by a third-party application. DO NOT include third-party costs in your price proposal.

Evaluators will award points based on how completely the proposed “off the shelf” software or software suite can perform the necessary functions, and the necessity and complexity of additional customizations required.

7.3. Technology Overview

Proposers must complete the Technical tab of Attachment 3, answering each question as completely as possible.

Evaluators will award points based on details of Proposers’ responses and how well the technology aligns with County’s Information Technology requirements.

7.4. Support & Maintenance

Proposers must complete the Support tab of Attachment 3, answering each question as completely as possible.

Evaluators will award points based on details of Proposers’ responses and the level of support offered by Proposer.

7.5. Training

Proposers must complete the Training tab of Attachment 3, answering each question as completely as possible.

Evaluators will award points based on details of Proposers’ responses, and the content and level of training offered by Proposer.

7.6. Information Technology Requirements

Proposers must complete Attachment 4, answering Yes, No, or N/A and providing additional detail as necessary.

Evaluators will award points based on how well the technology aligns with County’s Information Technology infrastructure setup.

7.7. Software Demonstration

A demonstration of the proposed software/system will be required. Demonstrators will be chosen from the highest scoring proposals (not including cost/demonstration scores). The Procurement Officer will notify potential demonstrators of the date, time and location of the software demonstration. The presentation will include the demonstration of any function, product or system capability included in the proposal. Evaluators will award points based on the software’s user-friendliness, demonstrated ability to meet functional requirements, presenter’s knowledge, and the quality of the responses to questions during the presentation.

Instructions to Proposers Page 5 of 5

8. BEST & FINAL OFFER

County may request additional information and/or clarification with “Responsible” Proposers who submit proposals determined to be reasonably susceptible of being selected for award for the purpose of clarification to assure full understanding of, and conformance to, the solicitation requirements. In the event that County holds discussions and requests clarifications, County will issue a written request for best and final proposals. The request will set forth the date, time, and place for the submission of best and final proposals. If Proposers fail to respond to the request for best and final proposal or fail to submit a notice of withdrawal, County will consider their immediate previous proposal as their best and final proposal.

9. AWARD NOTICE

County will post a Notice of Recommendation for Award (“NORFA”) for the RFP on the BidNet solicitation portal and the Procurement Department will maintain the evaluations of proposals, available for review by interested parties.

Proposers that submitted a proposal in response to the RFP may also receive an email notice from the Procurement Department of the posting of the NORFA. County will not provide the results of this solicitation in any other manner, or at any time prior to the posting of the NORFA.

10. PROTESTS

An interested party may file a protest regarding any aspect of a solicitation, evaluation, or recommendation for award.

County’s protest procedures are in Chapter 11.20 of the Pima County Procurement Code, available at Pima County Code | Pima County, AZ. The five-day period to file a protest of the award will be measured from the date the Notice of Recommendation for Award is posted on the BidNet Portal without regard to whether County issued individual notices. Proposers are responsible for checking the website.

11. AWARD

If County makes an award, County will enter into a contract with one or more Contractor(s) that submitted the highest scoring proposal(s) that County determined “Responsible” for providing the required goods or services. Either the Procurement Director or Board of Supervisors will make the contract award in accordance with the Pima County Procurement Code. Unless County expressly agrees otherwise, resulting contracts are not exclusive, they are for the sole convenience of County, and County may obtain like goods or services from other sources.

12. INSURANCE CERTIFICATE

Insurance certification documents will be required from the successful Proposer within two business days after the Notice of Recommendation for Award is posted on the BidNet Portal. Contractual insurance requirements are found in Section 6 of the Sample Professional Services Agreement.

13. DOCUMENTS MARKED CONFIDENTIAL

County must comply with A.R.S. § 39-121 et seq., and A.R.S. § 34-603(H) in the case of construction or Architectural and Engineering services procured under A.R.S. Title 34, Chapter 6. The Sample Professional Services Agreement includes a specific provision about public records in Section 25. Please note that all records submitted in response to this solicitation, including, but not limited to, pricing schedules, product specifications, work plans, and any supporting documents are public records and are subject to release or review by the general public upon request, including competitors. Under County policy, if Proposer reasonably believes that some of the records that will be submitted to County in response to this solicitation contain proprietary, trade-secret or otherwise-confidential information, Proposer must prominently mark those records “CONFIDENTIAL”. If County received a public-records request for records marked “CONFIDENTIAL”, County will notify Proposer of the request as soon as reasonably possible. County will release the records ten (10) business days after the date of that notice, unless Proposer has, within that period, secured an appropriate order from a court of competent jurisdiction, enjoining the release of the records. County will not, under any circumstances, be responsible for securing such an order, nor will County be in any way financially responsible for any costs associated with securing such an order.

Proposer must also provide County with an index specifically identifying and describing the general contents of each page “CONFIDENTIAL”. The index is also a public record and must not include any information considered confidential.

The Proposer agrees to waive confidentiality of any price terms in the event of an awarded contract.

END OF INSTRUCTIONS TO PROPOSERS

https://codelibrary.amlegal.com/codes/pimacounty/latest/pimacounty_az/0-0-0-7273 https://codelibrary.amlegal.com/codes/pimacounty/latest/pimacounty_az/0-0-0-7273 https://bidnetdirect.com/

Attachment 2: Minimum Qualifications Verification Form Page 1 of 2

ATTACHMENT 1: PROPOSAL CERTIFICATION FORM (1 page)

CONTRACTOR LEGAL NAME:

BUSINESS ALSO KNOWN AS:

MAILING ADDRESS:

CITY/STATE/ZIP:

REMIT TO ADDRESS:

CITY/STATE/ZIP:

CONTACT PERSON NAME/TITLE:

PHONE:

FAX:

CONTACT PERSON EMAIL ADDRESS:

EMAIL ADDRESS FOR ORDERS & CONTRACTS:

CORPORATE HEADQUARTERS ADDRESS:

WEBSITE:

ACKNOWLEDGEMENT OF SOLICITATION AMENDMENTS:

Proposer acknowledges that it incorporates the following solicitation amendments in its offer and this contract:

Amendment # Date Amendment # Date Amendment # Date

By signing and submitting Proposal documents, the undersigned certifies that they are legally authorized to represent and bind Proposer to legal agreements, that all information submitted is accurate and complete, that Proposer has reviewed the BidNet Portal website for solicitation amendments and has incorporated all such amendments to its Proposal, that Proposer is qualified and willing to provide the items requested, and that Contractor will comply with all requirements of the solicitation. Conditional offers that modify the solicitation requirements may be deemed non-responsive and County may not evaluate them. Contractor’s signature below constitutes a firm offer and upon the execution of the Professional Services Contract issued by the Pima County Board of Supervisors or authorized designee will form a binding contract that will require Contractor to provide the goods or services described in this solicitation. The undersigned hereby offers to furnish the goods or services in compliance with all terms, conditions, specifications that the solicitation defines or references, which includes Instructions to Proposers, the sample Professional Services Contract, and related attachments or exhibits.

SIGNATURE: DATE:

PRINTED NAME & TITLE OF AUTHORIZED CONTRACTOR REPRESENTATIVE EXECUTING OFFER

PHONE AND EMAIL:

Attachment 2: Minimum Qualifications Verification Form Page 2 of 2

ATTACHMENT 2: MINIMUM QUALIFICATIONS VERIFICATION FORM (1 page)

PROPOSER’S

NAME:

Proposer certifies that they possess the following minimum qualifications and will provide the requested documents that substantiate their satisfaction of the Minimum Qualifications. Failure to provide the information required by these Minimum Qualifications and required to substantiate responsibility may be cause for the Proposer’s proposal to be rejected as “Non-Responsive.”

Provide documented and verifiable evidence that your firm satisfies the following Minimum Qualifications, and indicate what/if attachments are submitted.

ITEM

NO. MINIMUM QUALIFICATIONS

COMPLIANCE

YES/NO

(SELECT ONE)

DOCUMENT TITLE AND

NUMBER OF PAGES

SUBMITTED FOR EACH

DOCUMENT

Proposer has been in the business of providing Elections Campaign Finance Software for a minimum of 5 consecutive years as of April 1, 2025. Include completed Attachment 5 and other documentation supporting this claim.

Yes No

Proposer is willing to negotiate terms and conditions with County. County will not accept unaltered Proposer terms and conditions as the sole governing agreement. Include a copy of any Proposer terms and conditions that will apply, if any.

Yes No

SIGNATURE: DATE:

PRINTED NAME & TITLE OF AUTHORIZED PROPOSER REPRESENTATIVE EXECUTING PROPOSAL

END OF ATTACHMENT 2

Attachment 3: Software Requirements Page 1 of 1

ATTACHMENT 3: SOFTWARE REQUIREMENTS (4 tabs)

(see attached spreadsheet)

END OF ATTACHMENT 3

Attachment 4: Infrastructure Requirements Page 1 of 1

ATTACHMENT 4: INFORMATION TECHNOLOGY REQUIREMENTS (1 tab)

(see attached spreadsheet)

END OF ATTACHMENT 4

Attachment 5: Company Background Form Page 1 of 1

ATTACHMENT 5: COMPANY BACKGROUND FORM

Complete this form in its entirety.

COMPANY BACKGROUND

Company Name:

Company Location:

• company headquarters

• company location nearest to County

Proposer Experience Experience:

• number of years in business

• number of years providing campaign finance software to the public sector

Customer Base:

• number of clients

• number of clients using proposed solution

• number of clients in Arizona

Market Focus:

• Identify other industries serviced

User Group:

• identify national & regional user groups

• explain the purpose & function of user groups

• identify if there is an annual or biannual user conference

• identify next planned national conference, location & date

Terminated Projects:

• list any terminated projects. Disclose the jurisdiction and explain the reason for the termination

Organization Size Number of Employees:

• if Proposer is a subsidiary, then identify number of employees in Proposer company/division

Total Revenue:

• if Proposer is a subsidiary, then identify revenues of

Proposer company/division

Corporate Notes Ownership:

• identify type of ownership (privately held, publicly traded, parent company, etc.)

Certified Partnerships:

• if implementing or reselling another company’s product, identify any certifications

END OF ATTACHMENT 5

Attachment 6: Sample Professional Services Contract Page 1 of 20

ATTACHMENT 6: SAMPLE PROFESSIONAL SERVICES CONTRACT

Pima County Procurement Department

Administering Department: Information Technology, on behalf of Elections

Project: Campaign Finance Software

Contractor: Awardee legal name

Awardee primary address

Awardee City, ST ZIP

Amount: To Be Determined

Contract No: SC250000####

Funding: General Fund

PROFESSIONAL SERVICES AGREEMENT

1. Parties, Background and Purpose.

1.1. Parties.

This Contract is between Pima County, a political subdivision of the State of Arizona ("County"), and Awardee legal name (“Contractor”)

1.2. Purpose.

The Pima County Elections Department requires the implementation and ongoing support of software for campaign finance to be used by local candidates and committees.

1.3. Authority.

County selected Contractor pursuant to and consistent with County’s Procurement Code 11.12.020 Competitive Sealed Proposals.

1.4. Solicitation and Other Documents.

County previously issued Solicitation No. RFP-2500004795 for certain services (the “Solicitation”). Requirements and specifications contained in the Solicitation, all documents included in the Solicitation, and any information and documents submitted by Contractor in response to the Solicitation, are incorporated into this Contract by reference.

1.5. Contract.

Contractor submitted the most advantageous response to the Solicitation.

2. Term.

2.1. Initial Term.

The term of this Contract commences on June 1, 2025 and will terminate on May 31, 2025 (“Initial Term”). “Term,” when used in this Contract, means the Initial Term plus any exercised extension options under Section 2.2. If the commencement date of the Initial Term is before the signature date of the last party to execute this Contract, the parties will, for all purposes, deem the Contract to have been in effect as of the commencement date.

2.2. Extension Options.

County may renew this Contract for additional periods of up to one year each (each an “Extension Option”). An Extension Option will be effective only upon execution by the Parties of a formal written amendment.

2.3. License/Subscription Term.

Any License or Subscription Term that is not coterminous with this Contract shall be from the date of order for the License or Subscription and shall renew pursuant to Contractor’s standard renewal method as stated on the Contractor’s related order form or, absent any such stated method, shall renew upon issuance of a new Order Form signed by Contractor and County. No License or Subscription Term ordered by County may be renewed after the expiration of the term of this Contract, unless the Parties have negotiated and executed a new agreement.

Attachment 6: Sample Professional Services Contract Page 2 of 20

3. Scope of Services.

Contractor will provide County with the implementation, training, licensing and ongoing support for Contractor’s software or software suite. Contractor will provide implementation and training as described in Exhibit A: Implementation Plan (x pages) and will provide ongoing support as described in Exhibit B: Software Support Services (x pages) The Contractor must comply with all requirements and specifications of the Solicitation, any and all documents incorporated by reference, and the exhibits incorporated herein.

4. Reserved.

5. Compensation and Payment.

5.1. Rates; Adjustment.

County will pay Contractor at the rates set forth in Table 5.1. Those rates will remain in effect during an Extension Option period unless Contractor, at least 90 days before the end of the then-existing Term, or at the time the County informs Contractor that the County intends to extend the Term, if that is earlier, notifies County in writing of any adjustments to those rates, and the reasons for the adjustments.

Table 5.1 Item or Service Quantity UOM Rate Implementation 1 EA $ ###.## Training 1 EA $ ###.## License 1 YR $ ###.## Support 1 EA $ ###.##

5.2. Maximum Payment Amount.

County’s total payments to Contractor under this Contract, including any sales taxes, may not exceed TBD per year (the “NTE Amount”). The NTE Amount can only be changed by a formal written amendment executed by the Parties. Contractor is not required to provide any services, payment for which will cause the County’s total payments under this Contract to exceed the NTE Amount; if Contractor does so, it is at the Contractor’s own risk.

5.3. Sales Taxes.

The payment amounts or rates in Table 5.1 do not include sales taxes. Contractor may invoice County for sales taxes that Contractor is required to pay under this Contract. Contractor will show sales taxes as a separate line item on invoices.

5.4. Timing of Invoices.

Contractor will invoice County for licensing and support on an annual basis, and for all other services as completed, unless a different billing period is set forth in Table 5.1. County must receive invoices no more than 30 days after the end of the billing period in which Contractor delivered the invoiced products or services to County. County may refuse to pay for any product or service for which Contactor does not timely invoice the County and, pursuant to A.R.S. § 11-622(C), will not pay for any product or service invoiced more than 6-months late.

5.5. Content of Invoices.

Contractor will include detailed documentation in support of its invoices and assign each amount billed to an appropriate line item.

5.6. Invoice Submittal.

AP_Invoices@pima.gov Subject Line: PO# for SC250000####

5.7. Invoice Adjustments.

County may, at any time during the Term and during the retention period set forth in Section 24 below, question any payment under this Contract. If County raises a question about the propriety of a past payment, Contractor will cooperate with County in reviewing the payment. County may set-off any overpayment against amounts due to Contractor under this or any other contract between County and Contractor. Contractor will promptly pay to County any overpayment that County cannot recover by set-off.

Attachment 6: Sample Professional Services Contract Page 3 of 20

6. Insurance.

The Insurance Requirements herein are minimum requirements for this contract and in no way limit the indemnity covenants contained in this contract. Contractor’s insurance shall be placed with companies licensed in the State of Arizona and the insureds shall have an “A.M. Best” rating of not less than A- VII, unless otherwise approved by County.

County in no way warrants that the minimum insurer rating is sufficient to protect Contractor from potential insurer insolvency.

6.1. Minimum Scope and Limits of Insurance.

Contractor will procure and maintain at its own expense, until all contractual obligations have been discharged, the insurance coverage with limits of liability not less than stated below. County in no way warrants that the minimum insurance limits contained herein are sufficient to protect Contractor from liabilities that arise out of the performance of the work under this contract. If necessary, Contractor may obtain commercial umbrella or excess insurance to satisfy County’s Insurance Requirements.

6.1.1. Commercial General Liability (CGL).

Occurrence Form with limits of $2,000,000 Each Occurrence and $2,000,000 General Aggregate. Policy shall include cover for liability arising from premises, operations, independent contractors, personal injury, bodily injury, property damage, broad form contractual liability coverage, personal and advertising injury and products – completed operations.

6.1.2. Business Automobile Liability.

Bodily Injury and Property Damage for any owned, leased, hired, and/or non-owned automobiles assigned to or used in the performance of this contract with a Combined Single Limit (CSL) of $1,000,000 Each Accident.

6.1.3. Workers’ Compensation (WC) and Employers’ Liability.

Statutory requirements and benefits for Workers’ Compensation. In Arizona, WC coverage is compulsory for employers of one or more employees. Employers' Liability coverage with limits of $1,000,000 each accident and $1,000,000 each person - disease.

6.1.4. Professional Liability (E&O Insurance).

This insurance is required when the Professional Liability or any other coverage is excluded from the above CGL policy. The policy limits shall be not less than $2,000,000 Each Claim and $2,000,000 Annual Aggregate. The insurance policy shall cover professional misconduct or negligent acts of anyone performing any services under this contract.

In the event that the Professional Liability insurance required by this contract is written on a claims-made basis, Contractor shall warrant that continuous coverage will be maintained as outlined under “Additional Insurance Requirements – Claims-Made Coverage” section.

6.1.5. Technology Errors and Omissions (E&O) Insurance.

The Technology E&O coverage shall have minimum limits not less than $2,000,000 Each Claim and $2,000,000 Annual Aggregate. Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract. Coverage shall include or shall not exclude settlement and/or defense of claims involving intellectual property, including but not limited to patent or copyright infringement.

In the event that the Technology E&O insurance required by this Contract is written on a claims-made basis, Contractor shall warrant that continuous coverage will be maintained as outlined under “Additional Insurance Requirements – Claims-Made Coverage” section.

Attachment 6: Sample Professional Services Contract Page 4 of 20

6.1.6. Network Security (Cyber)/Privacy Insurance.

Coverage shall have minimum limits not less than $2,000,000 Each Claim with a $2,000,000 Annual Aggregate. Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft, theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit remediation and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss.

In the event that the Network Security and Privacy Liability insurance required by this Contract is written on a claims-made basis, Contractor must warrant that either continuous coverage will be maintained as outlined under “Additional Insurance Requirements – Claims-Made Coverage” section, or an extended discovery period will be exercised for a period of two (2) years beginning at the time of work under this Contract is completed.

6.2. Additional Insurance Requirements.

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

6.2.1. Claims Made Coverage.

If any part of the Required Insurance is written on a claims-made basis, any policy retroactive date must precede the effective date of this contract, and Contractor must maintain such coverage for a period of not less than three (3) years following contract expiration, termination or cancellation.

6.2.2. Additional Insured Endorsement.

The General Liability and Business Automobile Liability policies must each be endorsed to include Pima County and all its related special districts, elected officials, officers, agents, employees and volunteers (collectively “County and its Agents”) as additional insureds with respect to vicarious liability arising out of the activities performed by or on behalf of the Contractor. The full policy limits and scope of protection must apply to County and its Agents as an additional insured, even if they exceed the Insurance Requirements.

6.2.3. Subrogation Endorsement.

The General Liability, Business Automobile Liability, and Workers’ Compensation Policies shall each contain a waiver of subrogation endorsement in favor of County, and its departments, districts, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

6.2.4. Primary Insurance Endorsement.

The policies shall stipulate that the insurance afforded Contractor shall be primary and that any insurance carried by County, its agents, officials, or employees shall be excess and not contributory insurance. The Required Insurance policies may not obligate County to pay any portion of Contractor’s deductible or Self Insurance Retention (SIR).

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

6.2.5. Subcontractors.

Contractor must either (a) include all subcontractors as additional insureds under its Required Insurance policies, or (b) require each subcontractor to separately meet all Insurance Requirements and verify that each subcontractor has done so, Contractor must furnish, if requested by County, appropriate insurance certificates for each subcontractor. Contractor must obtain County’s approval of any subcontractor request to modify the Insurance Requirements as to that subcontractor.

Attachment 6: Sample Professional Services Contract Page 5 of 20

6.3. Notice of Cancellation.

Each Required Insurance policy must provide, and certificates specify, that County will receive not less than thirty

(30) days advance written notice of any policy cancellation, except 10-days prior notice is sufficient when the cancellation is for non-payment of a premium. Notice must be mailed, emailed, hand-delivered or sent via facsimile transmission to County’s Contracting Representative, and must include the project or contract number and project description.

6.4. Verification of Coverage.

Contractor shall furnish County with certificates of insurance (valid ACORD form or equivalent approved by County) as required by this contract. An authorized representative of the insurer shall sign the certificates. Each certificate must include.

6.4.1. County’s tracking number for this contract, which is shown on the first page of the contract, and a project description, in the body of the Certificate.

6.4.2. A notation of policy deductibles or SIRs relating to the specific policy.

6.4.3. Certificates must specify that the appropriate policies are endorsed to include additional insured and subrogation wavier endorsements for County and its Agents.

All certificates and endorsements, as required by this contract, are to be received and approved by County before, and be in effect not less than 15 days prior to, commencement of work. A renewal certificate must be provided to County not less than 15 days prior to the policy's expiration date to include actual copies of the additional insured and waiver of subrogation endorsements. Failure to maintain the insurance coverages or policies as required by this contract, or to provide evidence of renewal, is a material breach of contract.

All certificates required by this contract shall be sent directly to the appropriate County Department. The Certificate of Insurance shall include County’s project or contract number and project description on the certificate. County may require complete copies of all insurance policies required by this contract at any time.

6.5. Approval and Modifications.

County’s Risk Manager may approve a modification of the Insurance Requirements without the necessity of a formal contract amendment, but the approval must be in writing. County’s failure to obtain a required insurance certificate or endorsement, County’s failure to object to a non-complying insurance certificate or endorsement, or County’s receipt of any other information from the Contractor, its insurance broker(s) and/or insurer(s), do not constitute a waiver of any of the Insurance Requirements.

7. Indemnification.

7.1. Contractor Indemnification.

To the fullest extent permitted by law, Contractor will defend, indemnify, and hold harmless Pima County and any related taxing district, and the officials and employees of each of them (collectively, "Indemnitee") from and against any and all claims, actions, liabilities, losses, and expenses (including reasonable attorney fees) (collectively, "Claims") arising out of actual or alleged injury of any person (including death) or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by any act or omission of Contractor or any of Contractor's directors, officers, agents, employees, volunteers, or subcontractors. This indemnity includes any claim or amount arising or recovered under the Workers' Compensation Law or arising out of the failure of Contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. The Indemnitee will, in all instances, except for Claims arising solely from the acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all Claims. Contractor is responsible for primary loss investigation, defense and judgment costs for any Claim to which this indemnity applies. This indemnity will survive the expiration or termination of this Contract.

7.2. County Indemnification.

County is not permitted to offer indemnification, therefore any such requirement in the Contract or any incorporated or referenced documents is hereby null and void.

Attachment 6: Sample Professional Services Contract Page 6 of 20

8. NON-WAIVER OF LIABILITY.

COUNTY AS A PUBLIC ENTITY SUPPORTED BY TAX MONIES, IN EXECUTION OF ITS PUBLIC TRUST, CANNOT

AGREE TO WAIVE ANY LAWFUL OR LEGITIMATE RIGHT TO RECOVER MONIES LAWFULLY DUE IT.

THEREFORE, CONTRACTORS AGREES THAT IT WILL NOT INSIST UPON OR DEMAND ANY STATEMENT WHERE COUNTY LIMITS OR WAIVES ANY RIGHT COUNTY MIGHT HAVE TO RECOVER ACTUAL LAWFUL DAMAGES IN ANY COURT OF LAW UNDER APPLICABLE ARIZONA LAW, EXCEPT TO THE EXTENT PERMITTED BY LAW. ANY LANGUAGE IN THIS CONTRACT OR ANY INCORPOARTED OR REFERENCED DOCUMENTS TO

THE CONTRARY IS HEREBY NULL AND VOID.

9. Laws and Regulations.

9.1. Compliance with Laws.

Contractor will comply with all federal, state, and local laws, rules, regulations, standards and Executive Orders.

Any changes in the governing laws, rules, and regulations during an agreement apply, but do not require an amendment or revisions.

9.2. Licensing.

Contractor warrants that it is appropriately licensed to provide the services under this Contract and that its subcontractors will be appropriately licensed.

9.3. Choice of Law; Venue.

The laws and regulations of the State of Arizona govern the rights and obligations of the parties under this Contract. Any action relating to this Contract must be filed and maintained in the appropriate court of the State of Arizona in Pima County.

9.4. Fraud and Collusion.

Contractor, by submission of a proposal, certifies that no officer or employee of County or of any subdivision thereof: 1) has aided or assisted Contractor in securing or attempting to secure a contract to furnish labor, materials or supplies at a higher price than that proposed by any other Contractor; 2) has favored one Contractor over another by giving or withholding information or by willfully misleading the bidder in regard to the character of the material or supplies called for or the conditions under which the proposed work is to be done; 3) will knowingly accept materials or supplies of a quality inferior to those called for by any contract; 4) has any direct or indirect financial interest in the proposal or resulting contract. Additionally, during the conduct of business with County, Contractor will not knowingly certify, or induce others to certify, to a greater amount of labor performed than has been actually performed, or to the receipt of a greater amount or different kind of material or supplies that has been actually received. If County finds at any time that Contractor has in presenting any proposal(s) colluded with any other party or parties for the purpose of preventing any other proposal being made, then County will terminate any contract so awarded and that person or entity will be liable for all damages that County sustains.

10. Independent Contractor.

Contractor is an independent contractor. Neither Contractor, nor any of Contractor’s officers, agents or employees will be considered an employee of Pima County for any purpose or be entitled to receive any employment-related benefits, or assert any protections, under the Pima County Merit System. Contractor is responsible for paying all federal, state and local taxes on the compensation received by Contractor under this Contract and will indemnify and hold County harmless from any and all liability that County may incur because of Contractor’s failure to pay such taxes.

11. Subcontractors.

Contractor is fully responsible for all acts and omissions…