BPM006272 Solicitation Requirements_Rev1.docx

Exhibit A Request for Proposal Solicitation No. BPM00XXXX Title Arizona Department of Administration State Procurement Office 1802 W. Jackson, #100 Phoenix, AZ 85007

Solicitation Number:

BPM006272

Description:

Statewide Facilities and Building Supplies

Solicitation Due Date and Time:

As indicated in APP

Pre-Offer Conference:

Statewide Facilities Pre-Offer Conference Tuesday, May 14 · 1:00 – 3:30pm Time zone: America/Phoenix Google Meet joining info Video call link: https://meet.google.com/qjt-aaxv-ahh Or dial:

More phone numbers: https://tel.meet/qjt-aaxv-ahh?pin=3871385365034

Statewide Facilities Pre-Offer Conference Monday, May 20 · 9:00am – 12:00pm Time zone: America/Phoenix Google Meet joining info Video call link: https://meet.google.com/fsd-zpyt-aox Or dial:

More phone numbers: https://tel.meet/fsd-zpyt-aox?pin=3066645541874

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.

Request for Proposal under A.R.S. § 41-2534 Notice Page Arizona Department of Administration State Procurement Office

Request for Proposal

Solicitation No. BPM006272

Statewide Facilities and Building Supplies Arizona Department of Administration State Procurement Office 100 N 15th Avenue

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.

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 1 of 79

Solicitation Summary Page 2 of 48

Notice Page Table of Contents

Table of Contents Request for Proposal under A.R.S. § 41-2534 Solicitation No. BPM006272 Statewide Facilities and Building Supplies Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 9 of 79 Click here to return to the Table of Contents 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 on behalf of Department of Administration, and for their sole use, to provide Facilities and Building Supplies.

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: BPM006272 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

2.1.1.9. Exhibits (if applicable)

2.1.2. Attachment: BPM006272 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

2.1.3.3. Forced Labor of Ethnic Uyghurs Ban

2.1.3.4. Confidential Information Designation

· Confidential Information Designation (for reference only)

2.1.3.5. Conformance Statements and Exceptions Requests

2.1.3.6. Key Personnel

2.1.3.7. Letter of Insurability

2.1.3.8. Organization Profile

2.1.3.9. Proposed Subcontractors

2.1.3.10. Experience and Capacity Response

2.1.3.11. Method of Approach

Solicitation Summary

Solicitation No. BPM006272 Statewide Facilities and Building Supplies Arizona Department of Administration State Procurement Office

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 Scope of Work

1. Purpose and Background

1.1. The purpose of this Solicitation is to establish the State’s Facilities and Building Supplies and related services Program for Eligible Agencies, Employees, and the State of Arizona. The State desires to establish a Contract Set to supply and service State Facility and Buildings within the following categories: concrete, cement, masonry, lumber, roofing, drywall, paints, windows, doors, fasteners, locking systems, plumbing, electrical supplies, lighting, HVAC, miscellaneous metals, tools, janitorial and sanitation, safety equipment, gardening, and material handling. Service requirements shall also include asbestos, indoor air quality, lead paint, mold, bacteria, and legionella testing, backflow testing, equipment calibration, forklift, generator machinery and pump repair, safety training and assessments, and window and door installation. 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 $18 million and $20 million annually ($13M for State Agencies and $5M 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. Catalog/Product Categories. The Contractor shall provide an established catalog/price list(s) containing comprehensive selection of products for a minimum of one Product Category. Pricing for all non-core/catalog items shall be based on a single fixed discount percent (%) from an establish list price. There is no limit to the number of commodities or equipment offered under each category nor is the Contractor required to provide all items included in the description of the category. All products offered under any category shall fall within the general category description. If there is any question as to a products inclusion in a category, the Procurement Officer shall make the final decision. The following is a general description of the product categories available under this contract along with any additional requirements of the products within each category.

3.1.2. Additional Category Requirements

3.1.2.1. Electrical:

3.1.2.1.1. All electrical parts and supplies shall be provided in accordance with the appropriate Federal, State, and Local Standards and Regulations. Applicable standards and regulations that shall be followed include but are not necessarily limited to

3.1.2.1.1.1. UL Standard 797 Electrical Metal Tubing

3.1.2.1.1.2. American National Standards Institute (ANSI) C80.3

3.1.2.1.1.3. National Electric Code (NEC)

3.1.2.1.1.4. NEMW, UL, CSA Standards

3.1.2.2. Lighting

3.1.2.2.1. 2012 Federal Lighting Legislation

3.1.2.2.2. Restriction of Hazardous Substances Directive (RoHS)

3.1.2.2.3. All mercury containing lamps shall be clearly marked and shall have passed US EPA’s Toxicity Characteristics Leaching Procedure (TCLP) and not be classified as a hazardous waste.

3.1.2.2.4. Electronic ballasts shall meet the limits of FCC Title 47, Parts 15 and 18 limitations for electromagnetic interference (EMI) radio frequency interference (RFI) and shall have at least a 5 year warranty.

3.1.2.2.5. It shall be indicated if the electronic ballasts has been rated by NEMA Premium Electronic Ballast Program

3.1.2.2.6. ANSI C82 Ballasts Standards

3.1.2.2.7. ITE publication "Standard for Traffic Signal Lamps" and the ADOT Standard Specifications for Road and Bridge Construction (1996) - Lamps to be used in vehicular traffic signal faces

3.1.2.2.8. If there are existing T12 systems, they shall be recommended to be converted to T8 Systems

3.1.2.2.9. Energy Policy Act (EPACT) – All Lamps

3.1.2.2.10. Light Sensors shall have a standard 5 year warranty and shall be UL and CUL listed.

3.1.2.2.11. Exit signs shall have an input power demand of 5 watts or less per face and NEMA Premium Exit Signs shall be recommended.

3.1.2.3. HVAC Filters

3.1.2.3.1. Pleated Filters Minimum MERV 7 when evaluated under the guidelines of ASHRAE 52.2 .2 as revised. Filters shall be classified Class 2 per U.L. Standard 900. Filters shall have a minimum efficiency of 25%.

3.1.2.3.2. Flat Panel Filters with a minimum average arrestance rating of 70% and frames composed of wood pulp products formed to hold structural rigidity during normal handling.

3.1.2.3.3. Pocket Bag Filters The air filters shall be high efficiency ASHRAE extended surface pocket style filters consisting of 100% high density synthetic media, a galvanized steel header, galvanized steel pocket retainers, and bonding agents to prevent air bypass and ensure leak performance. Filters shall be minimum MERV 11 and minimum efficiency rating of 65%.

3.1.2.3.4. Rigid Box Filters The air filters shall be rated a minimum of MERV 11 with a minimum efficiency rating of 60% with frames and headers constructed of corrosion resistant galvanized steel.

3.1.2.3.5. High Efficiency Particulate Air (HEPA) & Ultra Low Penetration Air (ULPA) Filters – Each filter shall be individually tested for efficiency and initial resistance at rated air flow. The test results shall be indicated on the filter label. The filters shall meet the requirements of IESRP-CC001.3. The filter efficiency shall be 99.97% DOP (Disbursed Oil Particulate Testing)

3.1.2.4. Related Services

3.1.2.4.1. Backflow Testing

3.1.2.4.1.1. Contractor will perform annual backflow certifications eligible agency assemblies to assure that each assembly is operating correctly per the manufacturer’s specifications and State of Arizona requirements. All assemblies will be tested and certified a minimum of once per year to ensure they are operating as designed.

3.1.2.4.1.2. If initial testing results in a “pass” status, Contractor will submit a completed Backflow Prevention Assembly Test Report

3.1.2.4.1.3. If initial testing results in a “failed” status, Contract will inform the eligible agency point of contact with need repairs and quote. Once repairs are made, retest the assembly. If retest results in a “pass” status, contract will submit a completed Backflow Prevention Assembly Test Report.

3.1.2.4.1.4. The unit price for inspection, certification, and testing will include all materials, labor, equipment, and tools until a passing certification is obtained. Failed inspection results shall be fixed on site, and should include unit prices for repairs.

3.2. Additional Requirements:

3.2.1. The Contractor shall have certain capacities and support mechanisms in place for the successful performance of this contract on a statewide basis. These capacities and support mechanisms shall include but are not limited to the following:

3.2.1.1. Business Capacity. The Contractor shall have the ability to ensure acceptable performance under a statewide contract including the ability to create and manage numerous individual accounts for order placement, billing and reporting purposes and the ability to provide a full range of products, materials, parts, and service for each category offered in order to meet the demands of all eligible agencies. This shall include the ability to resolve customer disputes, handle multiple communications from accounts and provide excellent customer service.

3.2.1.2. Key Personnel. The Contractor shall have in place capable key personnel trained and responsible for providing the following services. A separate staff member is not required for each area described but each of these duties shall be specifically assigned to someone capable of performing each of these duties.

3.2.1.3. Arizona Statewide Contract Representative – knowledgeable on all aspects of the contract, will handle contract administration requests and resolve problems that may arise. (Main point of contact for the State Procurement Office)

3.2.1.4. Catalog Maintenance – maintain electronic and hard copy catalog along with resolution of State contract pricing issues.

3.2.1.5. Spend Management Representative – knowledgeable in various spend management techniques and experience in the successful application of those techniques.

3.2.1.6. Contract Data Analyst – capable of analyzing and reporting on various contract data inquiries including but not limited to contract spend data, usage trends, etc.

3.2.1.7. Eligible Agency Contract Customer Service Representative – appropriate number to provide agency specific customer service and contract administration including but not limited to; return policies, after hours service, post-sales support, out of stock, order tracking, quality assurance, orders.

3.2.2. Ordering Capabilities. The Contractor shall have the ability to handle electronic, P- card, hard copy, phone, and walk in/will call orders as described within this solicitation. This includes providing and maintaining electronic and hardcopy catalogs along with toll-free phone customer service for ordering support and also web based catalogs that are maintained for the sole purpose of the State of Arizona Contract products and services. In the absence of electronic and hardcopy catalogs for ordering purposes, supplier will respond to request for quotes within 24 hours of requests.

3.2.3. Delivery Commitments. Contractor shall have clear policies in place for delivery completion time frames and minimum delivery commitment to any eligible agency.

3.2.4. Product Availability. All products offered shall be available for ordering at the time of contract award and throughout the life of the Contract. Changes to products that are available under any resultant contract cannot be made without prior written approval from the State in the form of a formal APP contract change order.

3.2.5. Statewide Delivery:

3.2.5.1. Upon request of an Eligible Agency, the Contractor shall provide inside delivery to specific locations at no extra charge. Inside delivery is defined as inside the customer’s business, building or outer property grounds.

3.2.5.2. Delivery for in stock items shall not exceed 48 hours (within 24 hrs. is preferable)

3.2.5.3. Delivery of out of stock items shall not exceed 10 working days. Individual Eligible Agencies may have additional restrictions for a given circumstance.

3.2.5.4. Delivery of custom items should be provide at time of quote

3.2.5.5. The Contractor shall have policies in place regarding late delivery such as order cancellation policy, discounts given for late deliveries, order tracking, etc.

3.2.5.6. Eligible agencies may have policies in place for the imposition of penalties for contractors that have continual late deliveries. These may include but are not limited to cancellation of order, future nonuse of contractor or filing of vendor performance report with the State Procurement Office.

3.2.6. Distribution/Warehouse Facilities. Contractor shall provide adequate warehouse facilities and distribution network dedicated to the successful performance of the awarded contract. This shall include but not limited to adequate volume stock levels, staff levels, fill rates and will call capabilities. The Contractor shall have a policy in place for damaged freight, shipping and invoicing error, defective items and other policies that increase the ability to deliver customer orders in a timely and accurate manner.

3.3. Product Requirements

3.3.1. Catalogs. Catalogs and/or price lists shall be made available in both electronic and hardcopy formats upon request from an Eligible Agency. An accessible website that contains a downloadable catalog or price list or an interactive web catalog or price list shall also be available for use by Eligible Agencies. All catalogs that are made available to Eligible Agencies for use under this Contract shall only contain products included under this Contract. The Contractor shall not represent any product that is specifically excluded as a product covered under this Contract. The Contractor shall have a process in place for removing items determined to be exclude from this Contract.

3.3.2. Core List. The Contractor shall provide discounted firm fixed price for specific item or their equivalent listed within the core product list. The contractors shall provide products and pricing in a minimum of one category. The Core List reflects the most common or frequently purchased under the existing state contracts. Use of a brand name is for the purpose of describing the standard of quality, performance, and characteristics desired and is not intended to limit or restrict competition. Products substantially equivalent to the brands designated qualify for consideration. The Core List may change during the term of the Contract. Changes may be made to the Core List at the time of renewal and shall reflect the most common products purchased under the Contract to provide the best value to the Eligible Agencies. If multiple contracts are awarded, the core list shall have the ability to reflect the usage under each Contract.

3.3.2.1. Core List Item Description Prevails. In the case of discrepancy between the Description or Manufacturer Part Number and Manufacturer, the Description shall govern.

3.4. Service and Program Requirements

3.4.1. Customer Service. The Contractor shall provide customer service representatives, knowledgeable about the contract, to handle questions and resolve problems that may arise. Customer Service requirements shall at a minimum include;

3.4.1.1. Representatives available to contract users during normal business hours that have on-line access to information to provide immediate response to inquiries concerning the status of orders (shipped or pending), delivery information, back-order information, contract pricing, contract product offerings/exclusions, billing questions or issues, contract compliance requirements, and general product information.

3.4.1.2. Shall be accessible by toll free phone number, fax, email, or internet.

3.4.1.3. Emergency number for after-hours use.

3.4.1.4. An escalation process that addresses unresolved issues.

3.4.2. Warranties. The Contractor shall describe all warranties that will be offered on all applicable equipment and products under this contract. All warranties offered shall meet or exceed the standard manufacturer warranty for the offered equipment or product.

3.4.3. Discounts. The Contractor(s) is encouraged to offer discounts for various groups or purchases. Such discounts may include but are not limited to the following;

3.4.3.1. Educational Discount – additional discount percent (%) from list price to qualifying education institutions (i.e. K-12, Colleges and Universities).

3.4.3.2. Single Bulk Purchase – additional discount percent (%) from list price offered on stand-alone bulk purchases. If offered, the contractor shall clearly describe what qualifies for the discount.

3.4.3.3. P-Card – additional discount percent (%) form list price offered on purchases paid on a Purchasing Card.

3.5. Green Requirements

3.5.1. Environmental and Sustainable Practices. The Contractor shall have sound environmental and sustainability practices in place. The environmental practices should be applicable to the items being offered such as;

3.5.1.1. Offer and recommend environmentally preferable products to customers when available and not cost prohibitive.

3.5.1.2. Offer and use environmentally friendly products, materials, and suppliers where economically feasible.

3.5.1.3. Offer and use equipment that may be disassembled so that components can be separated and reused or recycled easily

3.5.1.4. Products that provide end of life recycling or cradle to grave processes.

3.5.1.5. Reduced packaging or use environmentally friendly packaging that uses no disposable containers is made from recycled content and meets or exceeds the minimum post-consumer content level for packaging in the U.S. EPA Comprehensive Procurement Guidelines.

3.5.1.6. Buy Back Programs.

3.5.1.7. Green Labeling and 3rd Party Certifications.

3.5.1.8. Identification of green products within Contractors catalogs and/or website.

3.5.2. Green Certification. The Contractor shall have policies in place to reduce the environmental impacts associated with the manufacture, use and disposal of products they offer to the extent it is technologically and economically feasible. The State encourages the purchase of products containing recycled content as well as those that are environmentally friendly or identified as green certified products such as Green Seal Certified. The Contractor shall supply a list of the industry recognized certifications and standards obtained.

3.5.3. Recycled Content. The Arizona Recycling Program encourages Arizona to reduce, reuse, recycle and buy recycled products as an alternative to solid waste disposal in landfills. Contractors are encouraged to offer products containing post-consumer content. Contractors shall have policies in place detailing their commitment to offering products where economically feasible, that contain recycled content. The policy should also include goals for minimum percentage of post-consumer material contained in those items.

3.5.4. Packaging. Contractors are encouraged to offer packaging that is environmentally friendly and meets at least one but preferably all of the following criteria;

3.5.4.1. Minimizes or eliminates the use of disposable containers or wrap,

3.5.4.2. Made from 100% post-consumer recycled material or at a minimum 25% post-consumer materials,

3.5.4.3. Be recyclable,

3.5.4.4. Reusable,

3.5.4.5. Non-Toxic,

3.5.4.6. Biodegradable.

3.5.5. Energy Efficiency. ARS 34-451 requires; “All state agencies shall procure energy efficient products that are certified by the United States Department of Energy or the United States Environmental Protection Agency as energy star or are certified under the Federal Energy Management Program (FEMP) in all categories that are available unless the products are shown not to be cost-effective on a life cycle cost basis.”

3.5.5.1. Contractors are encouraged to offer products that meet these requirements. Information about Energy Star Products and FEMP may be found at;

3.5.5.1.1. http://www.energystar.gov/products ; and

3.5.5.1.2. http://www.1eere.energy.gov/femp/procurement/eep_requirements.html

3.5.6. Reporting Requirements. The following requirements shall be performed by the Contractor relating to an Environmentally Friendly or Green Products.

3.5.6.1. The Contractor shall submit an Environmentally Friendly or Green Product Report that identifies the environmentally friendly or green products, energy efficient products, and products containing 25% post- consumer material sold and the total dollars purchased during the reporting period.

3.5.6.2. The Contractor shall furnish this report on an annual basis to the Procurement Officer of record no later than July 31st or upon request of the State.

3.5.6.3. Failure on the part of the Contractor to accurately and timely submit any reports required by this contract may give rise to any contractual remedies available to the state

Scope of Work

Solicitation No. BPM006272 Statewide Facilities and Building Supplies Arizona Department of Administration State Procurement Office

3.6.

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. “AI” means the science and engineering of making machines capable of performing tasks that are typically associated with human intelligence, such as learning and problem-solving, and includes without limitation: AI systems, classic AI, external AI, generative AI, and large language model (LLM) AI.

1.4. 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.

1.5. 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:

1.5.1. AZ Mandatory Control Baseline: 35 Controls

1.5.2. NIST Low Impact Control Baseline: Public Data Classification

1.5.3. NIST Moderate Impact Control Baseline: Confidential Data Classification

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

1.7. Attachment. Any item that:

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

1.7.2. Was attached to an Offer when submitted; and

1.7.3. Was included in the Accepted Offer.

1.8. 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.

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

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

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

1.12. 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.

1.13. 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.

1.14. Eligible Agency:

1.14.1. 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.

1.14.2. 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.

1.14.3. 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.

1.15. 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.

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

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

1.17.1. NIST Low Impact: If a Contractor may process, transmit, or store Public State Data (per State Data Classification Policy P8110), metadata, and/or Data that may be released to the public that requires no additional levels of protection during its work under the Contract, or as directed by the State Chief Privacy Officer (Arizona Department of Homeland Security Governance, Risk, and Compliance team), then the Contractor shall comply with NIST Low Impact security controls.

1.17.2. NIST Moderate Impact: If a Contractor may process, transmit, or store Confidential State Data (per State Data Classification Policy P8110) or metadata during its work under the Contract, then the Contractor shall comply with NIST Moderate Impact security controls.

1.18. 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”.

1.19. 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

1.20. 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.

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

1.22. 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.

1.23. 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.

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;

(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 formal 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 1802 W. Jackson, #100, Phoenix, AZ 85007

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 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 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.