_BPM005626_Solicitation_Document__3_.pdf

Invitation for Bid Solicitation BPM005626

Septic Pumping for Western Region State Parks

Arizona State Parks and Trails 1110 W. Washington St.

Suite 100 Phoenix, AZ 85007

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Solicitation Number: BPM005626

Description: Septic Pumping for Western Region State Parks

Solicitation Due Date and Time: September 1, 2023, 3:00PM MST

Pre-Offer Conference: (Non- Mandatory)

8/22/2023 at 11:00AM - MST Buckskin Mountain State Park (Store) 5476 North US HWY 95, Parker, AZ 85344

INQUIRY DEADLINE: Tuesday, August 29, 2023 at 2:00PM MST DUE DATE AND TIME: Friday, September 1, 2023 at 3:00PM MST

Western Region State Parks Locations:

Alamo Lake State Park – 37 Mi. N of Wenden & US 60, Wenden, AZ 85357 Buckskin Mountain State Park – 5476 North US HWY 95, Parker, AZ 85344 Cattail Cove State Park – 15 mi. S of Lake Havasu City, Lake Havasu City, AZ 86405 Granite Mountain Hotshots Memorial – White Spar HWY 89, Yarnell, AZ 85362 River Island State Park – 5200 HWY 95, Parker, AZ 85344

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”.

https://app.az.gov/ https://app.az.gov/ mailto:app@azdoa.gov

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

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

Table of Contents Solicitation Summary 3 Scope of Work 5 Special Instructions to Offerors 8 Special Terms and Conditions 11 Addendum A to the Special Terms and Conditions 41 Uniform Terms and Conditions 46

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Solicitation Summary

1. What is the State Soliciting?

Arizona State Parks and Trails (ASPT) as authorized under A.R.S. § 41-2501 et seq. is seeking to establish a Contract on behalf of Arizona State Parks and Trails to provide Septic Pumping Service for Western Region State Parks.

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 ASPT’s discretion. Furthermore, ASPT will use any awarded contracts on an as-needed basis, with no guarantee as to its actual spending under them.

ASPT 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, ASPT will evaluate if an award on such a basis will result in the best value and is in the best interest for the State. ASPT 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: BPM005626 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 Instructions to Offerors

2.1.1.6. Special Terms and Conditions

2.1.1.7. Addendum A to the Special Terms and Conditions

2.1.1.8. Uniform Terms and Conditions

2.1.2. Solicitation Attachments

2.1.2.1. Offer and Acceptance

2.1.2.2. Boycott of Israel Disclosure

2.1.2.3. Forced Labor of Ethnic Uyghurs Ban

2.1.2.4. Confidential Information Designation

2.1.2.5. Conformance Statements

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○ Supplement – Conformance Statements - Exceptions to Instructions

○ Supplement – Conformance Statements - Exceptions to Scope of Work

○ Supplement – Conformance Statements - Exceptions to Contract Terms and Conditions

2.1.2.6. Key Personnel

2.1.2.7. Letter of Insurability

2.1.2.8. Organization Profile

2.1.2.9. Proposed Subcontractors

2.1.2.10. Experience and Capacity Response

2.1.2.11. References

2.1.2.12. Method of Approach

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.

Septic Pumping for Western Region State Parks

Arizona State Parks and Trails

1110 W. Washington St.

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Scope of Work

Scope of Work

1.0 BACKGROUND

Arizona State Parks and Trails (ASPT) invites firms to provide quotes to provide Septic, Waste Water Treatment Plant and Vault Toilet Pumping Services. Arizona State Parks & Trails has an ongoing need, in which some services may be increased or decreased, as needed. Emergencies, if needed to accommodate planned, and unplanned events.

Therefore, flexibility is required from the Contractor in order to accommodate Arizona State Parks & Trails requirements during the course of this contract.

2.0 PROJECT LOCATION

Various locations, see Offer Forms, Attachment_M, Pricing for list of parks.

3.0 CONTRACTOR REQUIREMENTS

General Requirements

The following State Parks will need septic waste water treatment plant and/or vault toilet pumping services:

▪ Alamo Lake State Park – This location requires special pumping machine at each fish cleaning station such as a vactor truck.

▪ Buckskin Mountain State Park ▪

Cattail Cove State Park

▪ River Island State Park

▪ Granite Mountain Hotshots State Park

Contractor Shall:

3.1 Do all required work and furnish all parts, labor, equipment, consumables, tools, and methods of communication needed in performance to the specifications herein.

3.2 State Parks & Trails are open seven (7) days a week, which may require weekend service.

3.3 The Contractor shall check-in and checkout with the Park Manager or designee when entering and leaving the Park.

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3.4 Service personnel performing work shall remain on-site until the Park Manager or designee has been notified of the work completion status and provide Park Manager with an invoice of metered gallons pumped.

3.5 Service/unit requirements modification(s) are allowed and shall be mutually agreed to in writing by the Contractor and ASPT site Park Manager within twenty-four (24) hours.

3.6 Identify and report problem areas in writing to the Park Manager or designee.

3.7 All work shall be performed in such a manner as not to inconvenience Park visitors.

3.8 The Contractor shall determine the State’s normal working conditions and activities in progress and shall conduct the work in the least disruptive manner.

3.9 Secure and pay for all permits, inspections and licenses necessary for the execution of his/her work.

3.10 All tanks shall be thoroughly pumped by using mechanical and as needed manual labor removing all sludge and matter.

3.11 Upon leaving Park(s), Contractor shall provide written proof that all sludge was disposed of in a certified facility.

3.12 Unsatisfactory response to any or all of the listed services or requirements shall be basis for immediate termination of the contract.

3.13 All trucks shall possess a ADEQ inspection card and must remain current during the term of this contract award.

3.14 All trucks shall obtain a meter to measure the pumped sludge.

3.15 Company truck shall have company name and driver shall wear ID badge entering all Parks.

3.16 Comply and acquire legal permits, if applicable including ADEQ inspection card for all trucks.

3.17 Observe all safety precautions throughout the performance of this contract and shall assume full responsibility and liability for compliance with all applicable services described herein.

3.18 Shall respond to emergency phone call

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3.19 Comply with the Arizona Department of Environmental Quality, Arizona Administrative Code (AAC) under Title 18, Chapter 9 requirements of services described herein. (www.azdeq.gov)

3.20 Possess and maintain a current Arizona Driver’s License.

3.21 Possess and maintain a current license to conduct business in the State of Arizona.

3.22 Have a contact person and/or phone number available to receive emergency calls 24/7 once awarded.

3.23 Have all trucks in good working condition at all times when delivering service.

3.24 Have experience staff and has the knowledge and understanding of septic pumping.

3.25 Have been in business in the State of Arizona for at least five year and in good standing with Arizona Corporate Commission.

4.0 ASPT RESPONSIBILITIES

4.1 Each Park Manager or designee will contact Contractor to schedule an appointment for services.

4.2 Allow Contractor access into Arizona State Parks & Trails sites with prior approval.

4.3 Park Manager or designee as the primary contact for the awarded site.

4.4 Park Manager or designee will direct the Contractor to the location where the septic and/or WWTP are located on park premises.

4.5 Park Manager or designee will be responsible for excavating and exposing the access ports to septic tanks, removing manhole covers, treatment plant grating for pumping access, etc.

4.6 Determine acceptable levels of performance standards and unit needs.

4.7 Determine on quantity required and circumstances, give the Contractor a minimum of 48 hours’ notice for services specified herein http://www.azdeq.gov/

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Special Instructions to Offerors

1.0 Pre-Offer Conference

A Pre-Offer Conference will be held at the time and place indicated in the solicitation’s ‘Pre-Bid Conference’ field as found within the State's e-Procurement system, APP (https://app.az.gov); attendance is not mandatory, but is highly encouraged. The purpose of the conference will be to clarify the contents of the solicitation in order to prevent any misunderstanding of ASPT’s position. Any doubt as to the requirements of the solicitation or any apparent omission or discrepancy should be presented to the State at the conference. The State of Arizona will then determine the appropriate action necessary, if any, and issue a written amendment to the solicitation if required.

Oral statements or instructions will not constitute an amendment to the solicitation.

Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, or this document in an alternative format, by contacting the State Procurement Office. Requests should be made as early as possible to allow sufficient time to arrange for accommodation.

2.0 Submission of Inquiries

2.1 All questions related to this solicitation shall be submitted via the “Q & A” tab function within the solicitation in APP. Inquiries received less than seven (4) days prior to the bid opening date are not guaranteed to be answered before the offer due date and time. Only official solicitation amendments issued by the State Procurement Office through APP shall constitute a change to the solicitation requirements.

2.2 Offerors may not contact the employees (other than the Procurement Officer) of the using Agency or the Architect/Engineer of record concerning this procurement while the solicitation and evaluations are in process.

3.0 Submission of Offer

3.1 Offer and Acceptance. Offeror’s shall include a signed Offer and Acceptance Form.

The Offer and Acceptance Form shall be signed with an original signature by the person signing the Offer, and shall be submitted electronically with the submitted bid no later than the Offer due date and time. Failure to return a signed Offer and Acceptance Form may result in rejection of the Offer.

3.2 Acknowledgement of Solicitation Amendments. All Solicitation Amendments shall be acknowledged electronically in APP prior to the Offer due date and time. Failure to acknowledge all Solicitation Amendments may result in rejection of the Offer.

3.3 Confidential Information. If a person believes that any portion of a proposal, bid, offer, specification, protest or correspondence contains information that should be withheld, then the Procurement Officer shall be so advised in writing (Price is not confidential and will not be withheld). Such material shall be clearly identified within the proposal as confidential wherever it appears. The State, pursuant to A.R.S. § 41- 2533(D) or A.R.S. § 41-2534(D), shall review all requests for confidentiality and

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3.4 Financial Stability: The Bidder must be financially stable and able to substantiate the financial stability of its company. If requested, current financial statements or other financial information deemed appropriate documenting past sales history must be provided within five (5) business days or request. The State reserves the right to request additional documentation from the Offeror and to request reports on financial stability from independent financial rating services. The State reserves the right to reject any Bidder who does not demonstrate financial stability sufficient for the scope of this contract award.

3.5 Electronic Documents. The Solicitation document is provided in an electronic format. Any unidentified alteration or modification to any Solicitation documents, to any attachments, exhibits, forms, charts or illustrations contained herein shall be null and void. In those instances where modifications are identified, the original document published by the State shall take precedence. As provided in the Uniform Instructions, Offerors are responsible for clearly identifying any and all changes or modifications to any Solicitation documents upon submission to the State.

3.6 Acceptable Formats. Offer electronic files shall be submitted in a format acceptable to the State. Acceptable formats include .doc and .docx (Microsoft Word), .xls and .xlsx (Microsoft Excel), .ppt and .pptx (Microsoft PowerPoint) and .pdf Adobe Acrobat).

Offerors wishing to submit files in any other format shall submit an inquiry to the Procurement Officer.

3.7 APP. Offers in response to this solicitation shall be submitted within the State's online eProcurement system, APP (https://app.az.gov). Please be advised that utilizing APP requires a certain level of technical competency that should be considered when selecting staff to work in the system. The successful submission of your offer in APP is critical in order for the State to receive and evaluate your offer.

Therefore, particular focus should be placed on the selection of staff given the responsibility for submitting your offer in APP. Offers shall be received before the due date and time listed in the solicitation's 'Bid Opening Date' field. Offers submitted outside the APP system, or those that are received after the due date and time stated in the 'Bid Opening Date' field, shall be rejected. Questions in this regard shall be directed to the Procurement Officer or to the APP Help Desk (procure@azdoa.gov or 602-542-7600) prior to the solicitation due date and time.

4.0 Substitutions or Exceptions

4.1 Exceptions. Exceptions to the Terms and Conditions may impact an Offeror’s susceptibility for award. All exceptions included with the Offer shall be submitted in a clearly identified separate section of the Offer in which the Offeror clearly identifies the specific paragraphs of the Solicitation where the exceptions occur. Any exceptions not included in such a section shall be without force and effect in any resulting Contract

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4.2 Substitutions. Substitutions of material specified will be reviewed on a per project basis.

5.0 Award

5.1 Contract Award. In accordance with the Arizona Procurement Code §41- 2533, Competitive Sealed Bidding, awards shall be made to the lowest responsible and responsive Bidder whose bid conforms in all material respects to the requirements and criteria set forth in the Solicitation.

5.2 Contract Document Consolidation. At its sole option, following any contract award(s) the State may consolidate the resulting contract documents. Examples of such consolidation would include (i) reorganizing solicitation documents and those components of the Contractor’s Offer not pertaining to the Contract’s operations; (ii) revising the Statement of Work to incorporate the Contractor’s response, (iii) revising any terms and conditions to incorporate any changes in the Contractor’s Offer; (iv) excluding any components of the Contractor’s Offer that were not awarded. Contract document consolidation shall not materially change the Contract.

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Special Terms and Conditions

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

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

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

1.2. Accepted Offer:

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

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

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

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

1.4. Arizona 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

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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

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

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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. 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”.

1.16. 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

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

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Contract for a given Order, “State” means each Eligible Agency or Co-Op Buyer who has issued the Order.

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

1.19. 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.

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

2. Contract Interpretations

2.1. Usage. Where the Contract:

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

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.

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

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

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

2.2. Contract Order of Precedence

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

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

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(6) Specifications; and

(7) Any other documents referenced or included in the

Solicitation;

2.2.2.3. Orders, in reverse chronological order; and

2.2.2.4. Accepted Offer.

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

3. Contract Administration and Operation

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

3.2. Contract Extensions. State may at its discretion extend the initial Contract term in increments of 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”

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Arizona State Parks and Trails 1110 W. Washington St, #100

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

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

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

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

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

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

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Solicitation Requirements | Revision No. 6 | Revised 06-23 | Page 18 of 62 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.

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

3.7. Subcontract

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

3.7.2. Additional names. Contractor shall not enter into a Subcontract to perform Work under the Contract, without first obtaining Procurement Officer’s written

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Solicitation Requirements | Revision No. 6 | Revised 06-23 | Page 19 of 62 consent with any prospective Subcontractor that (a) was not listed on the Attachment Proposed Subcontractors at time of Contract execution or (b) is for any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it.

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

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

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

3.8. Orders

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

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

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

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Solicitation Requirements | Revision No. 6 | Revised 06-23 | Page 20 of 62 not yet completed as of expiration or earlier termination of the Contract unless State instructs otherwise at the time.

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

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

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

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

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

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

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

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

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

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

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This contract is a single-agency contract for the sole use of Arizona State Parks and Trails].

3.9.4. Contractor shall acknowledge each Order from Eligible Agencies within one (1) business day after receipt by either: (a) “approving” the Order electronically in the State’s eProcurement System, which will indicate Contractor’s unqualified acceptance of the Order as-issued; or (b) “rejecting” the Order electronically in the State’s eProcurement System, with a concurrent explanation by email to relevant originator as to the reason for rejecting it. By way of reminder, the only grounds on which the Contractor may reject or refuse an Order are those set out in subparagraph 3.11.3 [Orders are Obligatory]. Unless and until Contractor has approved the Order in the State’s eProcurement System, it will have no effect under the Contract and will not oblige either State or Contractor. If the relevant Eligible Agency explicitly instructs at the time that a verbal acceptance is sufficient because of urgency or other unusual circumstances and Contractor duly gives its verbal acceptance, then Contractor will be deemed to have accepted the Order immediately upon commencing performance, provided that, Contractor must follow-up its verbal acceptance by accepting the Purchase Order electronically in the State’s eProcurement System within three

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

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

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

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

3.10.3. As described in 3.11.2 above but requesting the proposal from both Contractor and other vendors who are contracted within the applicable scope categories

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Solicitation Requirements | Revision No. 6 | Revised 06-23 | Page 22 of 62 and locations, either sequentially or concurrently, then selecting the proposal or proposals combination that is most advantageous to State; or

3.10.4. As described in 3.11.3 above but introducing ad-hoc commercial competition by making the selection and ordering conditional on obtaining more favorable prices than the contractually-established ones.

3.11. Work on State Premises

3.11.1. Compliance With Rules. Contractor is responsible for ensuring that its personnel comply with State’s rules, regulations, policies, documented practices, and documented operating procedures while delivering or installing Materials or performing Services on State’s grounds or in its facilities. For clarity of intent, the foregoing means that if Contractor is required to comply with certain security requirements in order to deliver, install, or perform at that particular location, then it shall do so nonetheless and without entitlement to any additional compensation or additional time for performance if those particular requirements are not expressly stated in the Contract. Contractor is reminded that violation of the prohibition under A.R.S. § 13-1502 against possession of weapons on State’s property by anyone for whom Contractor is responsible is a material breach of contract and grounds for termination for default.

3.11.2. Protection Of Grounds And Facilities. Contractor shall deliver or install the Materials and perform the Services without damaging any State grounds or facilities. Contractor shall repair or replace any damage it does cause promptly and at its own expense, subject to whatever instructions and restrictions State needs to make to prevent inconvenience or disruption of operations. If Contractor fails to make the necessary repairs or replacements in a timely manner, State will be entitled to exercise its remedies under paragraph 8.5 of the Uniform Terms and Conditions [Right of Offset].

3.12. Transitions

3.12.1. During commencement, Contractor shall attend transition meetings with any outgoing suppliers to coordinate and ease the transition so that the impact on State’s operations is kept to a minimum. State may elect to have outgoing suppliers complete some or all of their Work or Orders in progress, even if that Work could be covered under the incoming supplier’s Contract. Conversely, the State may have a continued need for the same Materials and Services upon expiration or earlier termination of the Contract. Accordingly, Contractor

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Solicitation Requirements | Revision No. 6 | Revised 06-23 | Page 23 of 62 shall work closely with any incoming supplier and State to ensure as smooth and complete a transition transfer as is practicable.

3.12.2. Eligible Agency or Co-Op Buyers representative will coordinate all transition activities and facilitate joint development of a comprehensive transition plan by both Contractor and the incoming supplier. As with the incoming transition, State may permit Contractor, when Contractor is outgoing, to complete work or orders in progress to ease the transition as is safest and most efficient in each instance.

3.12.3. RESERVED [for additional transition needs including, but not limited to, the transfer of any required Data]

4. Costs and Payments

4.1. Type of Pricing. Offeror shall include only firm, fixed pricing in the Offer.

4.2. Contractor’s Best Pricing. Contractor warrants that, for the term of the Contract, the prices and discounts set out in the APP Items (F) tab OR Attachments titled Pricing, including any subsequent agreed amendment to it (the “Contract Pricing”), shall be equal to or better than the lowest prices and largest discounts, both separately and in combination, at which Contractor sells equivalent services, items of equipment, and materials.

4.2.1. That price-plus-discount equivalence (“Contractor’s Best Pricing”) is intended to be irrespective of whether or not those other sales have special purchase terms, conditions, rebates, or allowances.

4.2.2. If Contractor’s Best Pricing for equivalent services, items of equipment, and materials is better than the Contract Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor’s Best Pricing for all sales related to the Contractor made after the date when the Contractor’s Best Pricing was first better than the Contract Pricing.

4.2.3. For clarification of intent, that date is intended to be the date when the difference first occurred, which might have been before the difference was first identified. If the difference occurred before it was identified, then Supplier agrees to charge less than the Contract Pricing until the extended difference that would have been realized (i.e. if the Contractor’s Best Pricing had been applied when it should have been) has been settled.

4.3. Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the Scope of Work and all aspects of Contractor’s offer as accepted by State.

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