BPM005423_Solicitation_Requirements.pdf

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

Notice Page

Arizona Department of Administration State Procurement Office

100 N 15th Avenue, Suite 305 Phoenix, AZ 85007

Solicitation Requirements | Revision No. 5 | Revised 04-23 | Page 1 of 77

Solicitation Number: BPM005423

Description: Statewide Furniture, Products, and Related Services

Solicitation Due Date and Time: July 19, 2023 3:00 PM

Pre-Offer Conference: June 22nd, 2023 10:00 am – 12:00 pm

Pre-Offer Conference - Statewide Furniture, Products, and Services Thursday, June 22 · 10:00am – 12:00pm Time zone: America/Phoenix Google Meet joining info Video call link: https://meet.google.com/xvq-hdhr-rjq Or dial: (US) +1 225-283-6233 PIN: 282 228 571# More phone numbers: https://tel.meet/xvq-hdhr-rjq?pin=9115571663351

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.

https://meet.google.com/xvq-hdhr-rjq https://tel.meet/xvq-hdhr-rjq?pin=9115571663351 https://tel.meet/xvq-hdhr-rjq?pin=9115571663351 https://app.az.gov/ https://app.az.gov/ mailto:app@azdoa.gov

Solicitation No. BPM005423

Statewide Furniture, Products, and Related Services

Arizona Department of Administration State Procurement Office

100 N 15th Avenue

Solicitation Summary Page 2 of 48

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.

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

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 3 of 77

Click here to return to the Table of Contents

Notice Page

Table of Contents

Solicitation Summary 4

Scope of Work 6

Special Terms and Conditions 16

Addendum A to the Special Terms and Conditions 52

Addendum B to the Special Terms and Conditions 57

Uniform Terms and Conditions 61

Solicitation Summary

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 4 of 77

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 to provide Statewide Furniture, Products, and Related 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: BPM005423 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. Addendum B to the Special Terms and Conditions

2.1.1.8. Uniform Terms and Conditions

2.1.2. Attachment: BPM005423 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Standard Instructions to Offerors (RFP)

2.1.3. Solicitation Attachments

2.1.3.1. Offer and Acceptance

2.1.3.2. Boycott of Israel Disclosure

Solicitation Summary

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

Services

Arizona Department of Administration State Procurement Office

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2.1.3.3. Forced Labor of Ethnic Uyghurs Ban

2.1.3.4. Confidential Information Designation

2.1.3.5. Confidential Information Designation (for reference only)

2.1.3.6. Conformance Statements

2.1.3.7. Supplement – Conformance Statements - Exceptions to

Instructions

2.1.3.8. Supplement – Conformance Statements - Exceptions to Scope of

Work

2.1.3.9. Supplement – Conformance Statements - Exceptions to Contract

Terms and Conditions

2.1.3.10. Key Personnel

2.1.3.11. Letter of Insurability

2.1.3.12. Organization Profile

2.1.3.13. Proposed Subcontractors

2.1.3.14. Experience and Capacity Response

2.1.3.15. References

2.1.3.16. Method of Approach

2.1.3.17. AZ Baseline Infrastructure Security Controls

2.1.3.18. Prerequisite Assessment of Arizona Baseline Infrastructure

Security Controls

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.

Scope of Work

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

Services

Arizona Department of Administration State Procurement Office

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Scope of W ork

Scope of Work

1. Purpose and Background

1.1. The purpose of this Solicitation is to establish the State’s furniture and related services Program for Eligible Agencies, Employees, and the State of Arizona. The State desires to establish a Contract Set to supply, install, reconfigure, design and service furniture within the following categories: Chairs/Seating, Ergonomic Solutions, Free Standing Tables, Systems/Modular Furniture, Free Standing Desks/Casegoods, Lounge and Reception, Science Laboratory, Storage, Classroom/Special School Furniture, Architectural / Modular Walls, Public seating for high traffic spaces and Health Care Grade Furniture. Service requirements shall also include warranty, repairs and relocations. The State intends to consider value- added-reseller, distributor, as well as manufacturer- direct proposals.

Based on historical data and anticipated volumes, the estimated spend under the resultant contract is anticipated between $30 million and $35 million annually ($10M for State Agencies and $20M-$25M for Coops). However, no guarantee of the actual quantities is implied or expressed by this solicitation. Requirements shall be based on actual need.

Contracts resulting from this solicitation will be used by multiple eligible agencies with delivery locations throughout the State.

2. Definitions

2.1. [Reserved}

3. Scope of Work

3.1. Mandatory Requirements:

3.1.1. Scope of Products and Services: The Successful Contractor(s) shall provide a broad range of Furniture Products and Services as well as all necessary account and delivery services. The Furniture Products and Services under this contract include the actual manufacturer’s product and all labor, materials, transportation, equipment and other activities for, and reasonably incidental to the installation, design and configuration of the manufacturer’s product. Offerors shall make available a complete family or line of business of a manufacturer’s products at a “percent discount off list MSRP.” MSRP pricing must be filled out, any changes to the MSRP pricing must follow the process outlined in Special Terms and Conditions section 4.4 Pricing Increase. Hourly pricing is to only bill hours worked not quoted.

Category Description

1. Chairs/Seating Task/Work, Executive, Guest/Side, Folding, Conference Room, Stackable, Training Room, Reception/Lounge, Stools, Couches, Auditorium Seating, Theater Seating (stationary/portable), Other

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

Services

Arizona Department of Administration State Procurement Office

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2. Ergonomic Solutions Any specialty furniture or additive products that are specifically designed for the purpose to support function and the comfort of human use, minimizing the risk of musculoskeletal problems and other health problems such as pain, arthritis, and blood pressure to improve staffs working environment minimizing fatigue and injury. Items shall include but not be limited to foam mats for standing, sit-to-stand, articulated keyboard trays, wrist rests, pressure relieving cushions, monitor arms, seating, etc.

3. Free Standing Tables Height Adjustable tables, Training, Conference Room Tables, Small Office Tables, Side Tables, Dining Tables, Credenzas, Reception, Laminate, Wood, Steel, Other

4. Systems/Modular Furniture Systems Furniture, Fabric Panels-Monolithic, Fabric Panels-Frame and Tile, Organization Accessories, Lighting, Electrical components, Signage, Other

5. Free Standing Desks / Casegoods Steel Casegoods, Wood Casegoods, Laminate Casegoods, Other

6. Lounge and Reception Soft seating for areas such as libraries, waiting areas, open learning spaces and office environments which can be collaborative. This offering includes chairs, lounge seating, ottomans, sofas, benches or other related furniture.

7. Science Laboratory Science tables and workstations, fume hoods, demonstration stations, science safety stations, chemical storage cabinets, chemical resistant stools, and any specialty science related furniture.

8. Filing and Storage All lateral and vertical file cabinets, metal or wood storage cabinets, lockers, mailroom organizer and storage systems and any form of counter level or full-size filing or storage related furniture that would not fall under the case good category.

9. Classroom/Special School Furniture Desks, Chairs, Tables, Cafeteria, Library, Early Education, Auditorium, Dorm, Locker Room Furniture, Other

10. Architectural Walls Prefabricated walls, steel or aluminum frame, customized

11. Health Care Grade Furniture Minimum Grade 3 level healthcare-Sofa’s, Benches, Recliners, Chairs, Bedside Cabinets, Dining Tables, Gliders, Consoles, Other

12. Public Seating for High Traffic Spaces Seating for transportation, judicial, government buildings, healthcare, education, convention centers, Other

• Multiple seat ganged units

• Minimal floor contact points for clear site lines and ease of cleanability

• Covers or pads can be easily replaced in the field

• Optional arms can be placed at any location

• Optional power that can be mounted to the units or be an integral part of the beam

13. Non-catalog Solutions Any furniture related items which do not apply to the above listed categories but must still remain within the scope of this RFP

3.1.2. Offerors are required to complete and pass the Arizona Mandatory Control Baseline Prerequisite Assessment (https://azdohs.gov/file/4357) and submit as part of their Offer. Arizona Department of Homeland Security (AZDOHS) Cyber Command will evaluate and rank submitted Arizona Baseline Infrastructure Security Controls for completeness, attention to detail, and understanding of NIST security controls and framework. AZDOHS Cyber Command will forward assessment results and recommendations to the Procurement Officer. Results of these IT security control reviews are for internal use only and will not be shared https://azdohs.gov/file/4357

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 8 of 77 with responding bidders, though the results may be used by the Procurement Officer to determine Offeror susceptibility for award.

3.1.3. Pursuant to State Data Classification Policy P8110, and the Data classification defined in the Special Terms and Conditions, the Contractor will have access to the following type of Data as part of its work under the Contract:

☐ Low Impact Data (AZRAMP 125 / NIST Low Impact) ☐ Moderate Impact Data (AZRAMP 325 / NIST Moderate Impact)

3.2. Product Requirements: Furniture offered in the following categories shall be considered for award. These categories shall be defined by similar types of products and include all related parts and accessories. Each dealer is requested not to bid more than 5 manufacturers for each category. A manufacturer authorization letter is required by the State for each dealer as stated in Section 3.2.3

3.2.1. The State mandates the following product standards:

3.2.1.1. Meet or exceed applicable American National Standards Institute (ANSI) standards,

3.2.1.2. Meet or exceed the Business and Institutional Furniture Manufacturer’s Association (BIFMA) certification

3.2.1.3. All furniture products must have specific certificates of compliance

3.2.2. The State desires the following product standards

3.2.2.1. Support Leadership in Energy and Environmental Design (LEED) construction when applicable.

3.2.2.2. Cradle to Cradle Certified

3.2.2.3. GREENGUARD or GREENGUARD Gold

3.2.3. Items specifically NOT included within this solicitation:

3.2.3.1. Rented products;

3.2.3.2. Sheets, blankets or other linen;

3.2.3.3. Paintings, pictures, false plants/trees or other décor not related to functional furniture;

3.2.3.4. Appliances and electronic equipment except for modular furniture connections and internal wiring approved by the State;

https://azdohs.gov/information-security-policies-standards-and-procedures

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

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Arizona Department of Administration State Procurement Office

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3.2.3.5. Flooring including raised flooring;

3.2.3.6. Electrical hardwire building connection; and

3.2.3.7. Window coverings: blinds, drapes, etc.

3.3. Service Requirements: Below are the applicable services that shall be provided in direct correlation with the categories identified in Scope of Work 3.1 that are being provided by Contractor.

3.3.1. Design Services:

3.3.1.1. The Customer shall have the option to determine whether design service will be performed by the Contractor, or in-house. If necessary design service is performed by agency's in- house staff, the Contractor shall be paid only for programming, furniture specifications, site dimensions and installation drawing(s), if applicable. Design fees for installation drawing(s) shall be priced at the same hourly design rate whether a new installation or an existing installation (reconfiguration type project). It is the Contractor's responsibility to verify the field measuring data and make revisions to the preliminary designs provided by the using agency's in-house staff, on which the installation drawing(s) will be based.

3.3.1.2. For the purpose of reconfiguration type projects, an hourly rate shall be applied for the payment of design services. The design fee shall include only actual time spent in re- designing of the workstation(s), time spent doing the CAD drawing(s) and any changes (one change in drawings included) made to the drawing(s) by the Customer’s authorized personnel. A complete breakdown of the design fee charges shall be included with the invoice submitted to the requesting Customer. Failure to submit a detailed invoice for payment shall authorize the Customer to withhold payment until clarification is made.

3.3.1.3. The following procedure shall be followed when completing design services within the scope of work of a resultant contract for any requesting Customer.

3.3.1.3.1. Customer’s authorized personnel shall contact the

Contractor with the request to design, supply and install the furniture systems;

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

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Arizona Department of Administration State Procurement Office

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3.3.1.3.2. Contractor shall respond to the initial call within forty-eight

(48) hours with setting up a planning meeting with the requesting Customer and shall provide free consultation regarding the project;

3.3.1.3.3. Based on date provided by the Customer, Contractor shall compile a tentative work schedule for the completion of the job that shall include an estimated budget, delivery time and total process time for the project;

3.3.1.3.4. Requesting Customer shall then revise, make corrections if applicable, and approve the tentative work schedule. Once approved, Customer will issue a valid purchase order so that Contractor can start design work

3.3.2. Installation Services: Contractor shall perform all installations as requested by the Customer. Installation services shall include the following:

3.3.2.1. All receiving, uncrating, inspection, assembly and installation of all furniture and components and the removal of packing and other wastes from the site.

3.3.2.2. Work shall be performed and completed in accordance with a work schedule developed and coordinated with the using agency

3.3.2.3. All necessary fasteners, fittings, hardware, anchors, or other necessary miscellaneous items, except tools, to successfully install the furniture shall be provided by the Contractor at no additional cost to the Customer

3.3.2.4. The Contractor shall supervise, direct the work, and be solely responsible for all construction requirements, methods, techniques, sequences and procedures, and for coordinating all portions of the work under the contract

3.3.2.5. The Contractor shall employ a full-time factory trained supervisor and necessary foremen and assistants, who shall be in attendance on the project site during the entire installation period

3.3.2.6. House Keeping:

3.3.2.6.1. The Contractor shall keep the job site free from

accumulation of refuse, scrap materials and debris at all times. The site shall present a neat and orderly appearance.

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

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Arizona Department of Administration State Procurement Office

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All materials shall be removed from the site on a daily basis, including loading, cartage, hauling and dumping. State dumpsters are not to be used for disposal of those materials.

This will be at the Contractor’s expense. Final clearing and cleanup shall be done promptly and properly. If not, the State shall have the right to employ others and charge the cost to the Contractor, after first giving a three (3) working day notice of such intent. Final payment shall be withheld, until the work area is determined acceptable by the State,

3.3.2.6.2. Office areas are to be returned to the original state as before the installation took place, and

3.3.2.6.3. The Contractor shall take precautions during the installation of any product not to damage the premises or the property of the ordering agency. If damages do occur as a result of operations under this contract, the Contractor is responsible for ensuring that the affected area/item(s) are returned/restored to their original condition or the Contractor shall make restitution, as agreed up on by all parties.

3.3.2.7. The Contractor shall be responsible for assuring that all punch list items be corrected within fourteen (14) days after completion of installation.

3.3.2.8. Modular Furniture Installations specifically:

3.3.2.8.1. The Contractor shall be responsible for ensuring all panels and pieces are joined correctly and assembled properly according to design specifications. If the Contractor provided design specifications for a workspace that does not meet actual furniture placement or specifications, the Contractor shall correct such differences to the Customer’s satisfaction. Examples of discrepancies include but are not limited to gaps, furniture misalignment, and non-level furniture both vertical and horizontal. The Contractor is responsible for ensuring design dimensions match the installation area dimensions to ensure proper fit.

3.3.2.8.2. There are certain facilities across the State where a background check is required for all contractors performing work-This cost is the responsibility of the contractor

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

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Arizona Department of Administration State Procurement Office

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3.3.3. Disassembly, Relocation, and Reconfiguration Services:

3.3.3.1. Contractor shall include one (1) hourly rate for disassembly, moving, and reconfiguration services in connection with systems and free standing furniture installations that are not part of the initial purchase and installation. This rate will serve as the basis for the actual cost estimate to be submitted when a specific requirement is requested by a using agency.

3.3.3.2. In the case of reconfiguration projects only the actual working time (in hours) necessary to complete the job shall be invoiced to the Customer.

3.3.3.3. Contractor shall include an hourly rate or piece rate for cleaning chairs and panels

3.3.4. Repair: Contractor shall include an hourly rate for repair services on existing furniture no older than ten (10) years. If a component is broken on a piece of existing (purchased from a previous contract) furniture this service will allow a Contractor to repair said component for requesting Customer.

3.4. Minimum Requirements: Along with a quality product, we are looking for Contractors with demonstrated professional integrity, a longstanding reputation in the furniture industry and specific abilities to supply, install and service furniture to the State. In forming a long-term relationship with the Successful Contractor(s), some of the qualities we expect include:

3.4.1. Experience: Dealers with a minimum of three (3) years’ experience reselling, distributing and or installing office furniture, demonstrating longstanding relationship with manufacturers, in the State of Arizona. Manufacturers bidding directly need to be in business for at least five (5) years and have a proven strong track record of working with any State agencies and cooperatives in the United States

3.4.2. Customer Service: The Contractor(s) shall provide a single, local point of contact (and a backup) to handle questions or problems that may arise throughout the life of a resultant contract. At least one Customer Service Representative must be available during Contractor’s operating hours.

3.4.3. Manufacturer Authorization Letters

3.4.3.1. Dealers are required to submit Manufacturer Authorization documentation for each product line included in their offer. The authorization letters shall be attached in contractor’s proposal

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 5 | Revised 05-23 | Page 13 of 77 referencing Solicitation No. BPM. The letters shall state that the manufacturer will allow said Contractor to distribute their product line for an awarded contract. The letter will also validate the warranty terms in section 3.3.7

3.4.3.2. Manufacturers who elect to submit a direct offer are requested to submit a list of authorized dealers, resellers, installers or distributors whom they will utilize throughout the life of a resultant contract. If the Manufacturer does not have authorized dealers, resellers or distributors and will provide all products and services direct, this shall be noted within offer.

3.4.4. Electronic Catalog: The successful Contractor(s) will be required to submit their items list in an electronic format designated by the State.

3.4.5. General: All furniture, panels and components shall be of a design material and workmanship to withstand hard, daily usage over an extended life with a minimum of maintenance and repair. All panels shall stand erect and rest firmly on their bases to assure safety, good appearance, and provide for a stationary work position. All panels shall be plumb and level. Panels and components shall have identical range of modularity so that they are interchangeable between workstations. The system shall be capable of being installed over finished flooring without penetration or demarcation or the use of floor fasteners so as to allow for reconfiguration without any floor patching.

3.4.6. Delivery and Storage:

3.4.6.1. Delivery is defined as transportation of the products from the local distribution site to the Customers site. Delivery shall be made by drop shipment or delivery with installation,

3.4.6.2. Contractor(s) shall be able to deliver products and services to all State Agencies and Purchasing Cooperative Members throughout the entire State of Arizona. A timetable for delivery shall be provided by the Contractor at time of quote;

3.4.6.3. Delivery shall be made within 30 days of receipt of a contract release order/purchase order on items in stock. For specialty order items or items not considered normal stock, extended delivery dates may be allowed. In such cases, the extended delivery date shall be provided at the time of quote;

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

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Arizona Department of Administration State Procurement Office

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3.4.6.4. Emergency or rush delivery requests by the Ordering Agency that require special shipping and handling charges may be at the Ordering Agency’s expense, but only with prior written approval from the Ordering Agency. Approved emergency or rush delivery shipping charges shall be added to an invoice as a separate line item.

3.4.6.4.1. In the event an emergency or rush delivery is required as the result of an error on the Contractor’s part all shipping and handling charges shall be the responsibility of the Contractor

3.4.6.5. Contractors are required to hold product up to 45 days without any additional charge if there are any unforeseen delays outside the control of the purchasing entity

3.4.7. Warranty: The Contractor must warrant the furniture products and materials (excluding fabric) offered under this contract, as follows: Please note that labor will be included under the warranty-The State or Cooperatives will not be charged any additional amount when these items are under warranty

3.4.7.1. Chairs/Seating – Minimum of ten (10) years-structural and mechanical;

3.4.7.2. Ergonomic Solutions – Minimum of ten (10) years:

3.4.7.2.1. The mechanism for height adjustable tables must be at least seven (7) years

3.4.7.3. Free Standing Tables – Minimum of ten (10) years;

3.4.7.3.1. The mechanism for height adjustable tables must be at least seven (7) years

3.4.7.4. Systems / Modular Furniture – Minimum of ten (10) years;

3.4.7.5. Free Standing Desks / Casegoods – Minimum of ten (10) years;

3.4.7.6. Lounge and Reception – Minimum of ten (10) years;

3.4.7.7. Science Laboratory – Minimum of ten (10) years;

3.4.7.8. Storage - Minimum of ten (10) years;

3.4.7.9. Classroom / Special School Furniture – Minimum of ten (10) years;

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

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Arizona Department of Administration State Procurement Office

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3.4.7.10. Architectural Walls – Minimum of ten (10) years; includes product and installation

3.4.7.11. Health Grade Furniture – will vary

3.4.7.12. Public Seating for High Traffic Areas – Minimum of ten (10) years

3.4.7.13. Non-catalog Items – will vary

Products (including parts and components) that fail under normal use as a result of a defect in design, materials, workmanship, or installation shall be repaired or replaced free of charge (including labor, delivery, and installation) throughout the warranty period.

Products that require warranty repair or replacement must be repaired or replaced within a reasonable time frame, or within a time frame that is agreed to in writing. This process is to ensure sufficient lead time for ordering warranty parts, components or products during the entire warranty period.

Special Terms and Conditions

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

Services

Arizona Department of Administration State Procurement Office

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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 Risk and Authorization Management Program (AZRAMP): is used by the Arizona Department of Homeland Security to evaluate Cloud services and Contractors that will transfer, process, or store state data outside of state-managed or controlled networks, and has three levels of control review:

1.4.1. AZ Mandatory Control Baseline: 35 Controls

1.4.2. NIST Low Impact Control Baseline: Public Data Classification

1.4.3. NIST Moderate Impact Control Baseline: Confidential Data Classification

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

Solicitation No. BPM005423 Statewide Furniture, Products, and Related

Services

Arizona Department of Administration State Procurement Office

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1.6. Attachment. Any item that:

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

1.6.2. Was attached to an Offer when submitted; and

1.6.3. Was included in the Accepted Offer.

1.7. Cloud Services: Cloud or Cloud Services means any Software as a Service (SaaS), Infrastructure as a Service (IaaS), or Platform as a Service (Paas) involving the transfer, processing, or storage of state Data outside the control of state-managed and controlled networks.

1.8. Contract Terms and Conditions: The Special Terms and Conditions and the Uniform Terms and Conditions taken collectively.

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

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

1.11. 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.

1.12. Data Breach: Data Breach is used herein as defined as stated in A.R.S. Title 18, chapter 5, article 4 (Data Security Breaches), or in any relevant state or federal standard, to indicate an unauthorized acquisition of and unauthorized access that materially compromises the security or confidentiality of unencrypted and unredacted computerized personal information maintained as part of a database of personal information regarding multiple individuals.

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1.13. Eligible Agency:

1.13.1. 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.

1.13.2. 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.

1.13.3. 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.

1.14. 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.

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

1.16. NIST: NIST is the National Institute of Standards and Technology. For more information, see https://www.nist.gov/.

1.16.1. NIST Low Impact: If a Contractor may process, transmit, or store non-sensitive State Data, metadata, and/or Data that may be released to the public that requires no additional levels of protection during its work under the Contract, then the Contractor shall follow the NIST Low Impact security controls as directed by the State Chief Privacy Officer (Enterprise Security, Privacy & Risk Compliance team).

1.16.2. NIST Moderate Impact: If a Contractor may process, transmit, or store one or more of the following types of Data during its work under the Contract, then the Contractor shall complete NIST Moderate Impact security controls (authorized or provisional) status:

1. Personal identifiable information (PII) as defined by U.S Dept. of Labor

(DOL);

2. Protective health information (PHI) as defined by HIPAA;

3. Payment card industry (PCI) Data as defined by PCI Security Std. Council

(PCI SSC);

4. Criminal justice information (CJI) Data;

5. Federal tax information (FTI) Data defined by IRS 1075;

https://www.nist.gov/

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6. Data that if lost or unavailable would either be disruptive to government operations or cause a loss of confidence of trust in the government;

7. Directed by the State Chief Privacy Officer (Enterprise Security, Privacy & Risk Compliance team).

1.17. 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”.

1.18. 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

1.19. 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.

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

1.21. StateRAMP: A non-profit organization that provides a uniform approach to verifying that the cybersecurity of Cloud service providers (CSPs) meets the standards and regulations needed to do business with state and local governments.

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

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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.

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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 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.

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3.2. Contract Extensions. State may at its discretion extend the initial Contract term in increments of one (1) or more 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 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 format 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

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.

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Arizona Department of Administration State Procurement Office

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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 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.

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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.