5-[Document Management Services] BPM004656 Solicitation Attachment 4 - Conformance Statements_Konica Minolta BAFO.pdf

Request for Proposal

Solicitation No. BPM004656

Document Management Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

Solicitation Offer Form Page 1 of 4

Conformance Statements

If taking exceptions, the Attachment Supplements must be uploaded as a separate word doc. file titled “Attachment Supplement -”

STATE WILL NOT CONSIDER ANY EXCEPTIONS UNLESS DESIGNATED ON THIS FORM.

READ PARAGRAPH 6.8 OF THE INSTRUCTIONS TO OFFERORS BEFORE TAKING ANY EXCEPTIONS – TAKING

EXCEPTIONS CAN BE GROUNDS FOR STATE REJECTING OR DOWN-GRADING YOUR OFFER IN EVALUATION.

CONFORMANCE TO THE INSTRUCTIONS TO OFFERORS

Check one of the following – if neither is checked, State will assume that as equivalent to “YES”:

X YES – Offeror acknowledges that it has read and understands the Special Instructions to Offerors and Uniform Instructions to Offerors of the Solicitation Documents and attests that its Offer complies.

NO – Offeror acknowledges that it has read and understands the Instructions to Offerors in the Solicitation Documents, and attests that its Offer complies with both EXCEPT FOR the exceptions listed in Attachment Supplement 1.

CONFORMANCE TO SCOPE OF WORK AND PRICING

Check one of the following – if neither is checked, State will assume that as equivalent to “YES”:

X YES – Offeror acknowledges that it has read and understands the Scope of Work Document and the Pricing Document of the Solicitation Documents and attests that its Offer complies with both.

NO – Offeror acknowledges that it has read and understands the Scope of Work Document and the Pricing Document of the Solicitation Documents and attests that its Offer complies with both EXCEPT FOR the exceptions listed in Attachment Supplement 2.

CONFORMANCE TO THE CONTRACT TERMS AND CONDITIONS

Check one of the following – if neither is checked, State will assume that as equivalent to “YES”:

YES – Offeror acknowledges that it has read and understands the Special Terms and Conditions and the Uniform Terms and Conditions, along with their respective Exhibits and Appendices of the Solicitation Documents and attests that its Offer complies with both.

X NO – Offeror acknowledges that it has read and understand the Special Terms and Conditions and the Uniform Terms and Conditions, along with their respective Exhibits and Appendices 2 of the Solicitation Documents and attests that its Offer complies with both EXCEPT FOR the exceptions listed in Attachment Supplement 3.

Konica Minolta Business Solutions U.S.A., Inc.

Company Name Signature of Person Authorized to Sign

DocuSign Envelope ID: 1EDF3C91-DA29-4BAA-8A18-5F048D1065F0

State Procurement Office

Solicitation Offer Form Page 2 of 4

Conformance Statements - Supplement 1 Exceptions to Instructions

Article / Paragraph or Exhibit Reference

Proposed Changes / Alternate Language RFP Language (Copy and Paste from Solicitation)

Special Instructions to Offerors x X Exception:

X Rationale:

x

Uniform Instructions to Offerors

State Procurement Office

Solicitation Offer Form Page 3 of 4

Conformance Statements – Supplement 2

Exceptions to Scope of Work and Pricing

Article / or Exhibit Reference

Proposed Changes / Alternate Language RFP Language (Copy and Paste from Solicitation)

Scope of Work

Pricing Document

Solicitation No. BPM4656

State Procurement Office

Solicitation Offer Form Page 4 of 4

Conformance Statements – Supplement 3 Exceptions to Contract Terms & Conditions

Article/ or Exhibit Reference

Proposed Changes / Alternate Language RFP Language (Copy and Paste from Solicitation)

Special Terms & Conditions

11.9.

Services Acceptanc e

X Exception: State has the right to make acceptance of Services subject to acceptance criteria which are disclosed to Contractor. State may apply acceptance criteria conformity to the Contract, accuracy, completeness, or other indicators of quality or other matter for which the Contract or law states a requirement, whether stated directly or by reference to another document, standard, reference specification, etc. State will not owe Contractor any payment for unaccepted Services; and State may, at its discretion, withhold or make partial payment for any rejected Services if Contractor is still in the process of re-performing or otherwise curing the grounds for State’s rejection.

X Rationale: Where services are subject to acceptance criteria, then the criteria should be made known to the Contractor so that Contractor is able to comply.

State has the right to make acceptance of Services subject to acceptance criteria. State may apply acceptance criteria conformity to the Contract, accuracy, completeness, or other indicators of quality or other matter for which the Contract or law states a requirement, whether stated directly or by reference to another document, standard, reference specification, etc. State will not owe Contractor any payment for unaccepted Services;

and State may, at its discretion, withhold or make partial payment for any rejected Services if Contractor is still in the process of re-performing or otherwise curing the grounds for State’s rejection.

13.7 First

Party Liability Limitation

X Exception: 13.7.1. LIMIT. Subject to the provisos that follow below and unless stated otherwise in the Special Terms and Conditions, State’s and Contractor’s respective first party liability arising from or related to the Contract is limited to the greater of $1,000,000 (one million dollars) or 3 (three) times the purchase price of the specific Materials or Services giving rise to the claim.

X Rationale: The amount of liability is determined by weight risk (i.e., amount of liability one assumes) against reward (amount of revenue one expects to receive under the contract). Here, liability capped at 3x price of the material or service giving rise to the claim is the result of our balancing risk against reward.

13.7.1. LIMIT. Subject to the

provisos that follow below and unless stated otherwise in the Special Terms and Conditions, State’s and Contractor’s respective first party liability arising from or related to the Contract is limited to the greater of $1,000,000 (one million dollars) or 3 (three) times the purchase price of the specific Materials or Services giving rise to the claim.

State Procurement Office

Solicitation Offer Form Page 4 of 4

Uniform Terms & Conditions

6.3.

Indemnific ation – Patent and Copyright

X Exception: The Contractor shall indemnify and hold harmless the State against any liability, including reasonable costs and expenses, for infringement of any patent, trademark or copyright arising out of Contract performance or use by the State of materials furnished or work performed under this Contract. The State shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph. If the contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this section shall not apply.

X Rationale: Basic tenant of contract damages is that aggrieved party is not entitled to recoup all costs and expenses but only “reasonable” costs and expenses.

The Contractor shall indemnify and hold harmless the State against any liability, including costs and expenses, for infringement of any patent, trademark or copyright arising out of Contract performance or use by the State of materials furnished or work performed under this Contract. The State shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph. If the contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this section shall not apply.

7.

Warranties

X Exception: Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that, for one year after acceptance by the State of the materials, they shall be:

7.2.1. Of a quality to pass without reasonable objection in

the trade under the Contract description;

7.2.2. Fit for the intended purposes for which the

materials are used as such use is described in the Contract;

X Rationale: 7.2.1 – where State has discretion to object, the exercise of such discretion should be reasonable so as to prevent arbitrary objection.

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

7.2.1. Of a quality to pass without

objection in the trade under the Contract description;

7.2.2. Fit for the intended

purposes for which the materials are used;

8. State’s Contractua l Remedies

X Exception: 8.4. Right of Offset. The State shall be entitled to offset against any sums due the Contractor, any reasonable expenses or costs incurred by the State, or damages reasonably assessed by the State concerning the Contractor’s non-conforming performance or failure to perform the Contract, including expenses, costs and damages described in the Uniform Terms and Conditions.

X Rationale: Basic tenant of contract damages is that aggrieved party is not entitled to recoup all expenses and costs but only “reasonable” expenses and costs.

8.4. Right of Offset. The State

shall be entitled to offset against any sums due the Contractor, any expenses or costs incurred by the State, or damages assessed by the State concerning the Contractor’s non-conforming performance or failure to perform the Contract, including expenses, costs and damages described in the Uniform Terms and Conditions.

State Procurement Office

Solicitation Offer Form Page 4 of 4

Moreover, where State has discretion to offset damages, the exercise of such discretion should be reasonable so as to prevent arbitrary assessment of damages.