BPM006807 Solicitation Requirements.pdf

Request for Proposal (“RFP”) under A.R.S. § 41-2534

Notice Page

Arizona Department of Corrections, Rehabilitation & Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

Solicitation Number: BPM006807

Description: Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Solicitation Due Date and Time: As indicated in APP

Pre-Offer Conference: Pre-Offer Conference will not be conducted

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.

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.

PROSPECTIVE OFFERORS ARE STRONGLY ENCOURAGED TO DOWNLOAD AND

CAREFULLY READ THE SOLICITATION DOCUMENTS IN THEIR ENTIRETY BEFORE

COMPLETING/SUBMITTING AN OFFER

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

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

Solicitation No. BPM006807 Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

Table of Contents

Scope of Work 3

Special Terms and Conditions 7

Addendum A to the Special Terms and Conditions 32

Addendum B to the Special Terms and Conditions 37

Uniform Terms and Conditions 45

Exhibit A 60

Scope of Work Solicitation No. BPM006807

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

1. Introduction:

1.1.The Arizona Department of Corrections, Rehabilitation, and Reentry’s (“ADCRR”) mission: To enhance public safety across Arizona through modern, effective correctional practices and meaningful engagements.

2.Purpose:

2.1.ADCRR seeks to establish a term contract(s) as specified in Special Terms and Conditions section three (3) with a qualified firm(s) capable of providing Southern Folger Brand, Locks, Assemblies, Parts and Accessories for when needed purchase(s) by ADCRR and the Arizona Department of Juvenile Corrections (“ADJC”), per Special Terms and Conditions section 3.10.

3.Background:

3.1. ADCRR and ADJC both own and operate correctional facilities throughout the state that utilize Southern Folger brand locking mechanisms, installed during facility construction or as part of facility renovation/upgrades. They are considered both industry and ADCRR Standard products.

Because these locking mechanisms require ongoing maintenance and replacement of locks, assemblies, parts, keys and accessories due to normal wear and tear and use in facility renovation/improvement projects, these agencies need the ability to purchase assorted models of Southern Folger brand, locks, assemblies, parts, keys, and accessories contained in a contractor(s) established catalog(s) as specified herein on a when needed basis.

Although ADCRR and ADJC anticipate usage during the resultant contract term, no commiteminent of any kind concerning actual utilization of the contract during the contract term is expressed or implied.

4.Correctional Facilities

4.1.The facilities listed herein are in and or adjacent to correctional prison facilities/complexes.

Contractor utilized delivery providers and all contractor supplied on site personnel utilized under the contract shall be subject to all ADCRR and ADJC rules, regulations, policies and procedures while on ADCRR/ADJC facilities. (see exhibit a for ASPC facilities mailing addresses)

Delivery Locations

ASPC-DOUGLAS

6911 N. BDI Blvd Douglas, AZ 85607

ASPC-DOUGLAS CENTER/PAPAGO

25 W. 16th Street Douglas, AZ 85607

ASPC-EYMAN

4374 E. Butte Avenue Florence, AZ 85132

ASPC-FLORENCE

1305 E. Butte Avenue Florence, AZ 85132

ASPC-FLORENCE/GLOBE UNIT

1000 Fairgrounds Road Globe, AZ 85501

ASPC-LEWIS

26700 S. Highway 85 Buckeye, AZ 85326

ASPC-PERRYVILLE

2105 N. Citrus Road Goodyear, AZ 85395

ASPC-PHOENIX REGION

2500 E. Van Buren Street Phoenix, AZ 85008

ASPC-SAFFORD

896 S. Cook Road Safford, AZ 85546

ASPC-SAFFORD/FORT GRANT UNIT

15500 S. Fort Grant Road

ASPC-TUCSON

10000 S. Wilmot Road

ASPC-Winslow 2100 S. Highway 87

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

Willcox, AZ 85643 Tucson, AZ 85756 Winslow, AZ 86047

ASPC- Winslow/Apache 38322 U.S. Highway 180 St. Johns, AZ 85936

ASPC-Yuma 7125 E. Juan Sanchez Blvd.

San Luis, AZ 85349

Arizona Department of Juvenile Corrections Central Office 100 N. 15th Avenue, Ste. 103 Phoenix, AZ 85007 Arizona Department of Juvenile Corrections Adobe Mountain School Warehouse 2800 West Pinnacle Peak Road Phoenix, AZ 85027

5.Requirements Overview: Contractor shall, at a minimum:

5.1.Supply all labor, labor burdens, personnel, facilities, administration, supervision, services, administrative support, transportation, insurance, applicable tax and all other items of expense required to provide the products and services specified herein in accordance with the terms, conditions, scope of work, specifications, including such addenda to the solicitation that may be issued on or before the solicitation due date and time for the fixed prices, inclusive discount percent(s) off of contractor’s catalog(s) awarded.

6.Scope of Work: Contractor shall at a minimum:

6.1.Have and maintain product availability/supply agreement(s) in place with the brand name manufacturer specified herein;

6.2.Maintain firm fixed pricing and availability for when needed purchase(s) of the core items listed in Attachment 10 - Pricing Document Section I awarded; and

6.3.Maintain firm fixed discount percent off established catalog pricing and availability for when needed purchase(s) items contained Attachment 10 - Pricing Document Section II awarded;

6.3.1. Electronic and/or pre-printed established catalogs shall be available for viewing and use by ordering agencies;

6.3.2. Established Catalogs, a.k.a. Established Catalogue Pricing means the pricing included in a catalogue, price list, schedule or other form that:

6.3.2.1. Is regularly maintained by a manufacturer, distributor or contractor;

6.3.2.2. Is either published or otherwise available for inspection by customers; and.

6.3.2.3.States prices at which sales are currently or were last made to a significant number of any category of buyers or buyers constituting the general buying public for the materials or services involved

6.3.3. Established catalogs utilized under this Contract shall also:

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

6.3.3.1.Contain only the brand name products specified, applicable part/sku numbers and nomenclature (description) for each product item;

6.3.3.2.State individual product items catalog unit price, to be deducted from the percentage discount awarded.

6.3.3.2.1. Catalog’s containing both the catalog unit price and the single fixed discount price awarded is encouraged.

6.3.3.3.Even though catalog prices may change throughout the year, the fixed percentage discount awarded shall remain firm for the contract period.

6.3.3.3.1. Contractor may offer greater discounts than the contract fixed price percentage discount for individual transactions/purchases made during the contract term, but at no time shall the discount percent be less than awarded.

6.3.3.3.2. New products may be added to the awarded catalog(s) at the fixed percentage discount awarded at any time during the contract term. Contractor shall provide written notice of added items to the assigned contract officer via email within 30 days of product addition(s); and

6.3.3.3.3. Discontinued products may be removed from the catalog at any time during the contract term. Contractor shall provide written notice of discontinued items to the assigned contract officer via email within 30 days of product discontinuance.

6.3.4. Contract pricing shall be FOB destination, inclusive of freight, unloading and/or shipping and handling costs to each ordering location.

6.3.4.1.Expedited, or nonstandard weight/size orders shall also be FOB destination, with shipping/freight cost allowed and as mutually agreed upon between the ordering agency/facility and the Contractor at the time of order quotation. Shipping/freight shall be the actual cost to the Contractor and shall include unloading at destination(s).

6.3.5. Delivery timeframes shall be as mutually agreed upon by the ordering agency(s) at the time of quotation.

6.4.Have and maintain a statewide ordering, delivery, and customer support infrastructure to ensure the successful performance under the contract, Inclusive of, but may not be limited to:

6.4.1. multiple ADCRR and ADJC account capabilities for order placement, billing and reporting services; and

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

6.4.2. customer consultation, order placement and dispute resolution service availability

Monday through Friday during normal business hours, Mountain Standard Time (MST) via phone, email and or other pre approved communication;

Special Terms and Conditions

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

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. AZRAMP Level 1 Prerequisite: 35 Controls

1.4.2. AZRAMP Level 2 Low Impact: Public Data Classification

1.4.3. AZRAMP Level 3 Moderate Impact: Confidential Data Classification

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

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);

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

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

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. 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.

1.12. Eligible Agency: 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. 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.

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

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

1.15.1. 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.

https://www.nist.gov/

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

1.16. Order: The instrument by which the Eligible Agency 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”.

1.17. 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

1.18. 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 who has issued the Order.

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

1.20. 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.

1.21. 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.

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

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

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

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

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 or otherwise provided herein.

3.2. Contract Extensions. State may at its discretion extend the initial Contract term for supplemental periods of up to a maximum of 48 months, for a total aggregate contract term not to exceed 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.

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

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:

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.

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

3.6.2. Usage Information. Additionally, any and all information (including, but not limited to, documentation or Data) related to Eligible Agency 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 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

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry 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. Purchase Orders: Contractor shall not commence any billable work or provide any Material or Service under this Contract until Contractor receives a purchase order.

3.8.2. 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.

3.8.3. 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 Orders are null and void.

3.8.4. 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 not yet completed as of expiration or earlier termination of the Contract unless State instructs otherwise at the time.

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

3.8.5. 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..

3.8.6. 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.

3.10. This contract is a two-agency contract for the sole use of ADCRR and ADJC.

3.10.1. 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

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry 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 3.8.4 [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.

3.11. 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. State may, at its discretion in each instance, determine the scope, schedule, and price for each Order in any of the following ways:

3.11.1. 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;

3.11.2. 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;

3.11.3. 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 and locations, either sequentially or concurrently, then selecting the proposal or proposals combination that is most advantageous to State; or

3.11.4. 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.

3.12. Work on State Premises

3.12.1. 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

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry 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.

3.12.2. 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].

3.13. Transitions

3.13.1. 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 shall work closely with any incoming supplier and State to ensure as smooth and complete a transition transfer as is practicable.

3.13.2. Eligible Agency 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.

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 Attachments titled Pricing, including any subsequent

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry 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 the State.

4.3.1. Details of service not explicitly stated in the Scope of Work or in Contractor’s Offer, but necessarily a part of, are deemed to be understood by Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs and profit and any other costs toward the accomplishment of the requirements in the Contract are included in the pricing provided.

4.3.2. Additional Charges. Any charges or fees not delineated in the Contract shall not be added, billed, or invoiced under the Contract.

4.4. Price Increase. The State may consider a fully documented request for a price increase at time of contract extension(s) only. The requested increase shall be in writing and be based upon a cost increase to the contractor that was clearly unpredictable at the time of the offer and is directly correlated to the price of the product/service concerned. The Contractor must provide conclusive evidence of a need for any price increases.

4.4.1. Contract prices shall be honored for one year after the effective start date of the Contract.

4.4.2. The State needs sufficient time to make a fair and equitable determination in response to any Contractor written requests for price adjustments. As a result, the State requests that the Contractor provide ninety (90) days advance notice

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry prior to any contract extension date of any price adjustment request.

Requests sent to the State with less than sixty (60) days notice will be denied, unless the Contractor provides proper documentation demonstrating the urgency of the request. The State shall determine whether the price increase is in the best interest of the State.

4.4.3. All price adjustments will be implemented by a formal Contract Amendment.

State shall determine whether the requested price increase or an alternate option is in the best interest of the State.

4.4.4. State expects Contractors to use Lean Six Sigma principles to reduce costs in their supply chain, and not simply pass new costs on to the State. If a price increase is requested, State will ask for evidence that Lean Six Sigma principles and tools have been used by Contractor to attempt to reduce costs in advance of any request for a price increase under the Contract.

4.5. Price Reductions. Price reductions shall be immediately passed along to State and may be submitted in writing to State for consideration at any time during the Contract period.

The contractor shall offer State a price reduction on the Contract product(s) concurrent with a published price reduction made to other customers. The State at its own discretion may accept a price reduction. The price reduction request shall be in writing and include documentation showing the actual reduction of cost. Sales promotions requests shall include differences in pricing, begin, and end date of promotion along with the products covered.

4.6. Travel. Contractor shall request and receive written approval prior to any travel under the Contract in which reimbursement of expenses will be requested. Contractor will be reimbursed for actual expenses incurred in accordance with the current rates specified in the State's Travel Policy. Contractor shall itemize all per diem and lodging charges.

State Travel Policy, including State rates, may be located at https://gao.az.gov/state-arizona-accounting-manual-saam. Eligible Agency or State shall reject any claim for travel reimbursement for which Contractor did not receive prior written approval.

4.7. Funding: No particular funding considerations apart from Uniform Terms and Conditions Sections 4.5 [Availability of Funds for the Next State Fiscal Year] and 4.6 [Availability of Funds for the Current State Fiscal Year] have been identified as of the Solicitation publication date.

4.8. Invoicing

4.8.1. All invoices shall be sent to the eligible using agency and facility whose address appears on the contract release order/purchase order as the 'bill to address' and should contain, at a minimum, the following information.

https://gao.az.gov/travel

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

4.8.1.1. Department Location’s Name and Address

4.8.1.2. Contractor’s Name, Remit to Address and Contact Information

4.8.1.3. Contract Number

4.8.1.4. Purchase Order Number

4.8.1.5. Invoice Number and Date

4.8.1.6. Date the items or services were shipped or provided

4.8.1.7. Applicable Contract line item

4.8.1.8. A description of the goods or services provided;

4.8.1.9. Quantity and delivery/service timeframe;

4.8.1.10. Itemized (if applicable), contract price inclusive of any contract discount(s);

4.8.1.11. Applicable taxes;

4.8.1.12. Total Invoice Amount Due

4.8.2. No Invoice Without Authorization. Contractor shall not seek payment for any:

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

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

4.8.2.3. Materials or Services that are the subject of a Contract Amendment that has not been fully signed by the Procurement Officer.

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

4.8.3.1. The ordering Eligible Agency shall notify the Contractor within five

(5) business days after receipt if it determines an invoice to be materially defective.

4.8.3.2. Invoices will be deemed automatically rejected upon delivery if they: are sent to an incorrect address, do not reference the correct State contract and Purchase Order number, or are payable to any Person other than the Contractor.

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

4.9. Payments

4.9.1. Payment Deadline. State shall make payments in compliance with Arizona Revised Statutes Titles 35 and 41. Unless and then only to the extent expressly stated otherwise in the Pricing Section of the Special Terms and Conditions above, State shall make payment in full for Materials that have

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry been delivered and accepted and Services that have been performed and accepted within the time specified in A.R.S. § 35-342, after both of the following occur: (a) all of the Materials being invoiced have been delivered or installed (as applicable) and accepted and all of the Services being invoiced have been performed and accepted; and (b) Contractor has provided a complete and accurate invoice in the form and manner called for in the Contract, provided that, State will not make or be liable for any payments to Contractor until Contractor has registered properly in the State’s eProcurement System and provided a current I.R.S. Form W-9 to State unless excused by law from providing one.

4.9.2. Payments Only To Contractor. Unless an assignment and assumption agreement has been reached between the Contractor and State pursuant to Section 5.2 of the Special Terms and Conditions [Assignment and Delegation] or the State has been otherwise compelled by operation of law or order of a court of competent jurisdiction, State will only make payment to Contractor under the federal tax identifier indicated on the Accepted Offer.

4.9.3. Payment. The applicable Eligible Agency shall pay undisputed amounts due to the Contractor within the time period specified in Section 4 Costs and Payments of the Uniform Terms and Conditions.

4.9.4. Joint Checks or Direct Pay. Applicable Eligible Agency may, but is under no obligation to, pay by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s requested payment is owed.

4.9.5. Recovery of Overpayment. If applicable, Eligible Agency determines that an overpayment has been made to Contractor on any prior invoice, it shall inform Contractor of the amount and date of the overpayment and may deduct the overpaid amount from amounts then or thereafter due to Contractor.

4.9.6. Purchasing Card. Applicable Eligible Agency may pay invoices for some or all Orders using a purchasing card. Any and all fees related to payment using a purchasing card (also called a p-card) are the responsibility of the Contractor. Unless otherwise stated in the Contract, there will be no additional fees or increase in prices associated with this method of payment.

4.9.7. Automated clearing house. Applicable Eligible Agency may pay invoices for some or all Orders through an Automated Clearing House (ACH). In order to receive payments in this manner from Eligible Agencies, the Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30

Southern Folger Brand, Locks, Assemblies, Parts, Keys, and Accessories

Arizona Department of Corrections, Rehabilitation & Reentry

(thirty) days after the effective date of the Contract. The form is available online at: https://gao.az.gov/publications/forms.

4.10. Applicable Taxes

4.10.1. Contractor To Pay All Taxes. The state is subject to Arizona Transaction Privilege Tax (TPT). Therefore, Arizona TPT applies to all sales under the Contract and Arizona TPT is Contractor’s responsibility (as seller) to remit.

Contractor’s failure to collect Arizona TPT or any other applicable sales or use taxes from an Eligible Agency will not relieve the Contractor of any obligation to…