ADSPO18-00007903_RFP TR negotiated version.docx

Part 2: Scope, Pricing and Terms and Conditions Table of Contents

Request for Proposal Solicitation No.

ADSPO18-00007903

Description:

Legal and Investigative Research Arizona Department of Administration State Procurement Office 100 N 15th Ave., Suite 402 Phoenix, AZ 85007

Request for Proposal Solicitation No.

ADSPO18-00007903

Description:

Legal and Investigative Research Arizona Department of Administration State Procurement Office 100 N 15th Ave., Suite 402 Phoenix, AZ 85007

PART 2 of the Solicitation Documents Template version 2.0 (01-FEB-2017) Table of Contents

Available online at Procure.AZ.gov

PART 2 of the Solicitation Documents

SECTION 2-A: Scope of Work

Available online at: Procure.AZ.gov

SECTION 2-A: Scope of Work

Purpose and Background

Purpose: The State seeks to procure a variety of legal and investigative research services materials including on-line legal research services; stored data research materials, e.g., CD-ROM; stored data materials may be updateable and/or contain hyperlinks to additional/applicable on-line resources and print-based legal research materials, e.g., published material journals and periodicals. The Contract shall provide Data services, seeking information in support of legal, legislative, regulatory and/or administrative activities. On-line media may include packages that are stand-alone and/or networked; single users, multiple consecutive users and/or multiple simultaneous users; metered and/or unlimited access.

Background: The Contract(s) shall be on an “as needed, if needed” basis. There is no guarantee as to the amount of services purchased under any resulting Contract. Requirements shall be based on actual need. Contracts resulting from this solicitation will be used by multiple Eligible Agencies with locations throughout the State. Offerors may submit proposals on Part One or Part Two or both in Section 2.0 Scope of Services.

Scope Summary

2.1 Part One: Legal Research Services

SERVICES AND PRODUCTS

A. On-line media. Legal research services, available via Internet protocol (IP) or similar transmission protocol, this shall include any number of databases containing information of referential relevance to consumers seeking information in support of legal, legislative, regulatory and/or administrative activities. On-line media may include packages that are stand-alone and/or networked; single users, multiple consecutive users and/or multiple simultaneous users; metered and/or unlimited access.

B. Print-based media. Legal research publications shall be available in hard copy. This shall include any number of reference and/or periodical material including but not limited to public laws, legislative materials, regulatory code, administrative rules, legal/professional journals, legal scholarly publications, trade reporters, article services, etc.

C. All content of print, CD-ROM, and eBooks shall contain current and up to date with its information.

The following services and products shall be covered under this section:

· Legal treatises

· Encyclopedia products

· Matthew bender publications

REQUIREMENTS

A. Products and Services. Contractor shall provide any of a number of on-line, stored data and print-based legal research materials and services. Contractor shall organizes bundle and/or categorize their products and services so as to appeal to a large variety of customer agencies. Pricing plans should be equally diverse.

B. Customer service. Contractor shall provide customer support services, e.g., telephone and online support, etc.

C. Customer services should be available on all business days, roughly 5-days a week, most days of the year. Contractor shall describe a plan of customer support detailing the responsiveness and level of customer involvement.

D. Discounts. Contractor may extend additional discounts, beyond the general discount pursuant to this agreement to agencies acquiring multiple services, seeking additional services, with large or additional subscriber quantities and/or other promotional opportunities not contradicting or superseding this contract.

REQUIREMENTS: ON-LINE MEDIA

A. Service availability. Contractor shall provide on-fine legal research services that are available 24-hours a day, 7-days a week, 365-days a year;

B. Trial period. Contractor shall allow an initial trial period, at no charge, on all on-line services of up to fourteen (14) days. Agencies terminating their services within this initial period will not be responsible for any accrued charges. Services not terminated after the initial period will be billed from the service's start or receipt date. Additional services, including any expansions of existing service, will be subject to this same initial trial period.

C. Training. Contractor shall provide training on the proper use of its respective legal research services. Initial training on all subscriptions and subsequent added services or features shall be provided without charge. Additional training beyond this initial instruction may be charged on a per-pupil/per-lesson basis.

REQUIREMENTS: PRINT BASED MEDIA

A. Legal Research publications shall be available in hard copy. Publications shall include any number of references and/or periodical material including but not limited to public laws, legislative materials, regulatory code, administrative rules, legal/professional journals, legal scholarly publications, trade reporters, article services, etc.

ORDERING PROCEDURES

A. Customized Packages The requestor shall choose from a variety of the services and shall receive the assistance from the Contractor to create custom tailored service packages to satisfy the needs of the requestors agency or department. Pricing for such custom created service packages shall be negotiated directly with each requestor.

B. Subscriber Agreements listed under this contract shall serve as an ordering document to begin services with the contractor and shall be completed by the requestor/Customer.

2.2 Part Two: Investigative Research Solutions

SERVICES AND PRODUCTS

The Contract shall provide Data services, seeking information in support of legal, legislative, regulatory and/or administrative activities. On-line media may include packages that are stand-alone and/or networked; single users, multiple consecutive users and/or multiple simultaneous users; metered and/or unlimited access.

REQUIREMENTS: GENERAL

A. Products and Services. Contractor shall provide data services as described above (collectively, the “Services”). Contractor shall organize, bundle and/or categorize their products and services so as to appeal to a large variety of customer agencies. Off contract procurement shall be consistent with the Arizona Procurement Code.

B. Discounts. Contractor may, in its discretion, extend additional discounts, beyond the general discount pursuant to this agreement to agencies acquiring multiple services, seeking additional services, with large or additional subscriber quantities and/or other promotional opportunities not contradicting or superseding this contract.

C. Service availability. Contractor shall provide the Services 24-hours a day, 7-days a week, 365-days a year, subject to regularly scheduled maintenance and downtime.

D. Trial period. Contractor shall allow an initial trial period, on Services, of no less than thirty (30) days. All use of the Services during the trial period shall be subject to the terms of this Contract including all applicable Exhibits; Agencies terminating their services within this initial period will not be responsible for any accrued charges. Additional services, including any expansions of existing Services, will be subject to this same initial trial period and the conditions stated herein.

E. Training. Contractor shall provide training on the proper use of the Services. Initial training on all Services shall be provided without charge. Additional training beyond this initial instruction may be charged on a per-pupil/per-lesson basis.

F. Customized Packages. The requestor shall choose from a variety of the services and shall receive the assistance from the Contractor to create custom tailored service packages to satisfy the needs of the requestor’s agency or department. Pricing for each custom created service packages shall be negotiated directly with each requestor. Order forms listed under this contract shall serve as an ordering document to begin services with the contractor and shall be completed by the requestor/customer.

NO EXHIBITS APPLY TO THE SCOPE OF WORK.

End of Section 2-A

PART 2 of the Solicitation Documents Template version 2.0 (01-FEB-2017) SECTION 2-A: Scope of Work

Available online at Procure.AZ.gov

SECTION 2-B: Pricing Document

1. Compensation

0. COMPENSATION METHOD

Contractor will be compensated for satisfactorily carrying out its obligations under the Contract, per the pricing offered in the Attachment 4 Pricing Sheet in APP.

1.0 Pricing

1.1 PRICING-ALL-INCLUSIVE:

1.1.1 Pricing is a firm fixed price and includes costs required to accomplish the Scope of Work and all aspects of Contractor’s offer as accepted by the State. Except payment for access to ancillary content by end users, if any, details of service not explicitly stated in the Scope of Work or in Contractor’s Offer, but necessarily a part of, are deemed to be understood by Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs and profit and any other costs toward the accomplishment of the requirements in the Contract are included in the pricing provided.

1.2 PRICE INCREASES:

1.2.1 The State Procurement Office may review a fully documented request for changes to the charges for Year Two, Year Three, Year Four, and/or Year Five in the pricing grids incorporated in the resulting Contract. The requested increase shall be in writing and be based upon a cost increase to the contractor that was clearly unpredictable at the time of the offer and is directly correlated to the price of the product concerned. Contractor must provide conclusive evidence of a need for any price increases such as being substantiated by the Producer Price Index, Consumer Price Index, or similar pricing guide.

1.3 TRAVEL:

1.3.1 Contractor shall get written approval prior to any travel under the Contract in which reimbursement of expenses will be requested. Contractor will be reimbursed for actual expenses incurred in accordance with the current rates specified in State’s Travel Policy. Contractor shall itemize all per diem and lodging charges. State Travel Policy, including State rates, may be located at https://gao.az.gov/travel. The Eligible Agency shall reject any claim for travel reimbursement without prior written approval.

1.4 PRICE QUOTES:

1.4.1 The State requires that the Contractor acknowledge via email any request for price quote they receive from an Eligible Agency as soon as commercially reasonable.

2.0 Funding

No particular funding considerations apart from paragraph 4.4 of the Uniform Terms and Conditions [Availability of Funds] have been identified as of the Solicitation date.

3.0 Invoicing

3.1 INVOICES GO TO BUYING ENTITY. Contractor shall submit all billing notices or invoices to the ordering Eligible Agency at the address indicated on the applicable Order document.

3.2 MINIMUM INVOICE REQUIREMENTS. Every invoice must include the following information:

Bill-to name and address

Contractor name and contact information

Remit-to address

Order number (typically the APP PO #)

Invoice number and date

Date the items shipped or services performed

Applicable payment terms

Contract line item description

Quantity delivered or performed

Item price

Extended pricing

Taxes (as a separate invoice line item)

Total invoice amount due

3.3 NO INVOICE WITHOUT AUTHORIZATION. Contractor shall not seek payment for any:

1. Materials or Services that have not been authorized on an acknowledged Order;

1. Expediting, overtime, premiums, or upcharges absent State’s express prior approval; or

1. Materials or Services that are the subject of a Contract Amendment or Change Order that has not been fully signed.

SUBMITTING INVOICES. Every invoice must be accompanied by all supporting information and documentation required by the Contract and applicable laws.

3.4 DEFECTIVE INVOICES. Without prejudice to its other rights under the Contract or further obligation to Contractor, the ordering Eligible Agency may, at its discretion, reject any materially defective invoice.

3.4.1 The ordering Eligible Agency shall notify Contractor within 5 (five) business days after receipt if it determines an invoice to be materially defective.

3.4.2 Invoices will be deemed automatically rejected upon delivery if they:

(a) are sent to an incorrect address;

(b) if the invoice has incorrect data or line items listed;

3.4.3 The ordering Eligible Agency or will have no obligation to pay against a defective invoice unless and until Contractor has re-submitted it free of defects.

4.0 Payments

4.1 PAYMENT. The applicable Eligible Agency shall pay undisputed amounts due to Contractor within the time period specified in Section 4.1 of the Special Terms and Conditions. For more information please also refer to Section 4.1 of the Uniform Terms and Conditions.

4.2 JOINT CHECKS OR DIRECT PAY. The applicable Eligible Agency may, but is under no obligation to, pay by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s requested payment is owed.

4.3 RECOVERY OF OVER-PAYMENT. If applicable Eligible Agency determines that an over-payment has been made to Contractor on any prior invoice, it shall inform Contractor of the amount and date of the over-payment and may deduct the over-paid amount from amounts then or thereafter due to Contractor. Contractor shall either return the overpayment or apply it to a future invoice as directed by the Eligible Agency at the Eligible Agency’s sole discretion.

4.4 PAYMENTS TO SUBCONTRACTORS. Contractor shall make payment of all undisputed amounts due to Subcontractors within thirty (30) days of receipt of funds from applicable Eligible Agency or applicable to their services.

4.5 PURCHASING CARD. The applicable Eligible Agency may pay invoices for some or all Orders, at its discretion, using a purchasing card, credit card, debit card, warrant, federal wire, etc. Unless otherwise stated in the Contract there will be no additional fees or increase in prices associated with this method of payment.

4.6 AUTOMATED CLEARING HOUSE. The applicable Eligible Agency may pay invoices for some or all Orders through an Automated Clearing House (ACH). In order to receive payments in this manner from Eligible Agencies, Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days after the request by the State. The form is available online at:

https://gao.az.gov/afis/vendor-information

4.7 Contractor shall cooperate with the State by providing the State information including, but not limited to, Contractor’s bank information to support the State’s selected means of payment. The Contractor shall not charge the State an amount to recover any convenience fee, discount fee, processing fee or service fee related to the acceptance of the State’s payment.

End of Section 2-B

SECTION 3-A: Special Terms and Conditions Date: Error! Reference source not found.

Template: rev 1.3 (7/21/2016) Contract Terms and Conditions

Available online at: Procure.AZ.gov

Section Title:

Section Date:

Section Template:

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PART 2 of the Solicitation Documents

SECTION 2-B: Pricing Document

Available online at: Procure.AZ.gov

SECTION 2-C: Special Terms and Conditions

The Special Terms and Conditions modify the Uniform Terms and Conditions and its Appendices. 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.

Definition of Terms

As used in the Contract, the terms listed below are defined as follows:

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

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

Arizona Procurement Code;

A.R.S.; A.A.C.

“Arizona Procurement Code, “A.R.S.,” and “A.A.C.” are each defined in the Instructions to Offerors.

https://www.azdor.gov/business/transactionprivilegetax.aspx.

the Solicitation required Offeror to submit as part of the relevant Offer (e.g. Initial Offer, Revised Offer, or BAFO);

was attached to an Offer when submitted; and was included in the Accepted Offer.

Pricing Document “Pricing Document” means Section 2-B of Part 2 of the Solicitation Documents, provided that, if there is no such Section in the Contract, then “Pricing Document” is to be construed as referring to whatever item in the Contract contains the contracted pricing and payment provisions.

Contract Amendment "Contract Amendment" means a document signed by Procurement Officer that has been issued for the purpose of making changes to the Contract after execution. The term “Change Order” in APP is to be construed as being synonymous with “Contract Amendment”.

“Purchase Order” in APP;

“Contractor Order form”

NOTE (1): Technical Bulletin No. 020 is available online at:

https://spo.az.gov/administration-policy/state-procurement-resource/procurement-regulations NOTE (2): The URL for APP itself is:

https://appstate.az.gov

Contract Interpretation

1. assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a reference to “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 Subcontractors’ respective agents, representatives, and employees” in every instance unless the context plainly requires that it is be a reference only to Contractor as apart from Subcontractors;

uses the permissive “may” with respect to a party’s actions, determinations, etc., the term is to be interpreted as in A.A.C. R2-7-101(31) [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;

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(43) [Definitions]. Conversely, the phrase “shall not” is to be interpreted as an imperative prohibition.

uses the term “must” with respect to a requirement, criterion, etc., the term is to be interpreted as conveying compulsion or strict necessity, and is to be read as though written “must, if [the subject] is to be entitled to have [the object] considered or credited as being compliant with, conforming to, or satisfying [the requirement, criterion, constraint, etc.], otherwise, [the object] will be considered or debited as being non‑compliant, non-conforming, or unsatisfactory for its Contract-related purposes” in every instance;

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 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.

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

Contract Amendments;

the Solicitation Documents, in the order:

Special Terms and Conditions;

Exhibits to the Special Terms and Conditions;

Uniform Terms and Conditions;

Scope of Work;

Exhibits to the Scope of Work;

Pricing Document;

Exhibits to the Pricing Document;

Specifications; and any other documents referenced or included in the Solicitation;

Orders, in reverse chronological order; and Accepted Offer.

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.

Complete Integration The Contract, including any documents incorporated into the Contract by reference, is intended by the parties as a final and complete expression of their agreement. There are no prior, contemporaneous, or additional agreements, either oral or in writing, pertaining to the Contract.

Contract Administration and Operation

Contract Extensions

Non-Exclusive Contract State may at its discretion extend the initial Contract term in increments of twelve consecutive calendar months and do so one or more times, provided that, the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of 5 (five) years.

This contract has been awarded with the understanding and agreement that it is for the sole convenience of the State of Arizona. The State reserves the right to obtain like goods or services from another source when necessary. Off-contract purchase authorization(s) may be approved by either the agency (within an agency's delegated authority) or by the State Procurement Office. Approvals shall be at the exclusive discretion of the State and shall be final. Off-contract procurement shall be consistent with the Arizona Procurement Code.

Arizona Department of Administration State Procurement Office 100 N 15th Ave., Suite 402 Phoenix, AZ 85007

3.3.3 CHANGES. State may change the designated Procurement Officer, update contact information, or change the applicable mailing address by Contract Amendment.

1. extension of the term of the Contract within the maximum aggregate term;

revision to Procurement Officer appointment or contact information; or 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 (1), (2), and (3) above, both parties’ signature – or “approval” in APP, in the case of a Change Order – are required to give it effect.

Books and Records

Inspection and Testing By A.R.S. § 41-2547, State may at reasonable times inspect the part of Contractor’s or Subcontractors’ plant or places of business related to performance under the Contract. Accordingly, Contractor agrees to permit (for itself) and ensure (for Subcontractors) access for inspection at any reasonable time to its facilities. Inspection of facilities itself constitute acceptance by State of those things.

Offshore Performance of Certain Work Prohibited Contractor shall only perform those portions of the Services that directly serve State or its clients and involve access to secure or sensitive data or personal client data within the defined territories of the United States. Unless specifically stated otherwise in the Scope of Work, this paragraph does not apply to indirect or overhead services, redundant back-up services, or services that are incidental to performance under the Contract. This provision applies to work performed by Subcontractors at all tiers.

as something other than a “Master/ Blanket” type.

The Contract is an indefinite delivery, indefinite quantity (ID/IQ) type of contract; it is to be construed as a “delivery order” sub‑type of ID/IQ contract to the extent the Work is Materials, and a “task order” sub-type to the extent the Work is Services.

Eligible Agencies will work with Contractor to identify products, pricing, effective date and length of term after which Eligible Agency shall upload the Order to APP. Contractor shall acknowledge such Order as soon as reasonably possible after receipt by either: (a) "approving" the Order electronically in APP, which will indicate Contractor's unqualified acceptance of the Order as-issued; or (b) "rejecting" the Order electronically in APP, 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 Contractor may reject or refuse an Order are those set out in subsection 3.14.3 [Orders are Obligatory]. Unless and until Contractor has approved the Order in APP, it will have no effect under the Contract and will not oblige either State or Contractor. The parties agree to re-evaluate the APP process requirements as the operational maturity of the APP program develops. Changes to the process, if any, will be recorded in a written amendment signed by both parties."

Other Contractors State may undertake with its own forces or award other contracts to the same or other vendors for additional or related work. In such cases, Contractor shall cooperate fully with State’s employees and such other vendors and carefully coordinate, fit, connect, accommodate, adjust, or sequence its work to the related work by others. Where the Contract requires handing-off Contractor’s work to others, Contractor shall cooperate as State instructs regarding the necessary transfer of its work product, services, or records to State or the other vendors. Contractor shall not commit or permit any act that interferes with the State’s or other vendors’ performance of their work, provided that, State shall enforce the foregoing section equitably among all its vendors so as not impose an unreasonable burden on any one of them.

Costs and Payments

Applicable Taxes

Contract Changes

Risk and Liability

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, and any jurisdiction or agency issuing permits for any work included in the project, and their respective directors, officers, officials, agents and employees (hereinafter referred to as "Indemnitee") actions, liabilities, costs, losses, or expenses, (including reasonable attorney's fees), (hereinafter collectively referred to as "Claims") arising out of actual or alleged bodily injury or personal 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 the negligent or willful acts or omissions 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. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all Claims. It is agreed that Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. This indemnification will survive the termination of the above listed contract with the Contractor.

This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

Insurance Requirements Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.

The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance.

Minimum Scope and Limits of Insurance Contractor shall provide coverage with limits of liability not less than those stated below.

Commercial General Liability (CGL) – Occurrence Form

Policy shall include bodily injury, property damage, and broad form contractual liability coverage.

Damage to Rented Premises $50,000 Each Occurrence $1,000,000

a. The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of…