BPM006890 - Amend 1.pdf

Amendment 1

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

Notice Page

Arizona Department of Administration

State Procurement Office

1802 W. Jackson, #100

Phoenix, AZ 85007

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 1 of 63

Solicitation Number: BPM006890

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

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.

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

Table of Contents

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

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 2 of 63

Click here to return to the Table of Contents

Notice Page

Table of Contents

Solicitation Summary 3

Scope of Work 5

Special Terms and Conditions 10

Uniform Terms and Conditions 10.5 46

Exhibit A 61

Solicitation Summary

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 3 of 63

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 statewide Contracts on behalf of the State of Arizona (hereinafter referred to as "Eligible Agencies". The State is seeking proposals from qualified suppliers to provide law enforcement vehicle upfitting services and parts purchase for the State’s Program to assist the Procurement Office in administering and maintaining a comprehensive and cost-effective Program.

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: BPM006890 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. Uniform Terms and Conditions

2.1.1.7. Exhibits

2.1.2. Attachment: BPM006890 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Standard Instructions to Offerors (RFP)

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 4 of 63

2.1.3. Solicitation Attachments for Completion by Offerors

2.1.3.1. Offer and Acceptance (A)

2.1.3.2. Boycott of Israel Disclosure (B)

2.1.3.3. Forced Labor of Ethnic Uyghurs Ban (C)

2.1.3.4. Confidential Information Designation (D)

2.1.3.5. Conformance Statements and Exceptions Requests (E)

2.1.3.6. Key Personnel (F)

2.1.3.7. Letter of Insurability (G)

2.1.3.8. Organization Profile (H)

2.1.3.9. Proposed Subcontractors (I)

2.1.3.10. Experience and Capacity Response (J)

2.1.3.11. References (K)

2.1.3.12. Method of Approach (L)

2.1.3.13. Pricing (M)

2.1.3.14. Exhibit A: Includes Pricing Sheet for Build “B” (for evaluation purposes)

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

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 5 of 63

Scope of Work

Scope of Work

1. Purpose and Background

1.1. The Arizona Department of Administration, State Procurement Office (the State), and the

Department of Public Safety (DPS) on behalf of the eligible State departments and agencies seek to enter into a term type contract with a qualified supplier(s) to provide as needed when needed fleet vehicle upfitting services in accordance with the terms, conditions, scope of work/specifications, for the price(s) offered herein.

1.2. The State maintains a fleet of various makes and models of pursuit and support vehicles most of which require initial, reconfiguration/modification, repair, disassembly and other related vehicle up-fitting services. The estimated number of vehicles requiring these services is approximately 300 annually. Quantities referenced are annual estimates only;

no guarantee as to actual quantities is expressed or implied. Vehicle types include, but are not limited to: Ford, Chevrolet, Dodge, Chrysler, Toyota, Nissan, and BMW and Honda motorcycles.

2. Scope of Work

2.1. Contractor shall furnish all labor, labor burdens, equipment, tools, materials, accessories, parts, components, transportation, services, permits, insurance, per diem, all applicable taxes, and all other items of expense required to provide:

2.1.1 Vehicle upfitting services in accordance with terms, conditions, and pricing specified in the Contract.

2.1.2 Supply parts, components and assemblies without upfitting services in accordance with discount off catalog pricing specified on Price Sheet

2.1.3 Optional upfitting services provided “on-site” at DPS and/or Game and Fish Fleet Facility, in accordance with terms, conditions and pricing specified.

2.1.4 The state may, at its own discretion, purchase some or all upfit components and deliver these to the upfit supplier.

3. Specifications. Contractors shall:

• Use the standard build form provided by Fleet to produce all quotes. Cost of each listed item should be entered in the Cost column and be totaled at the bottom. No substitution for these parts shall be made without written authorization from Fleet.

• Quotes shall be returned to Fleet within five business days.

• Fleet will provide a Standard Build Guide for the type of build requested. Based on the make, model, and trim of the vehicle, it may not be practicable to place the part in that location. The plan for the build shall not change without written authorization from Fleet.

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 6 of 63

• Parts/build materials shall be purchased as soon as the Purchase Order (PO) is issued and received by the Contractor. Fleet/Program Administrator shall be notified of the parts package's arrival.

• Within 60 days of a vehicle being received by Fleet or by an out-of-state vendor and the Contractor receiving the parts, the vehicle shall begin to be built.

• Contractor shall notify Fleet within five (5) business days of when the vehicle will move into the build-up process.

• Upon receiving a vehicle for build-up, the Contractor and Fleet personnel shall walk around the vehicle noting any damage or issues.

• Contractor shall use Fleet's electronic Quality Control (QC) checklist, the quote, and the Standard Build Guide to ensure all parts are installed and in their correct position and that all equipment is functioning correctly at the completion of the work. This does not prevent the Contractor from using their own QC process.

• Invoices shall be submitted to buildupquotes@azdps.gov within two (2) business days of delivery of the vehicle to Fleet.

• Contractor shall have technicians who are Sound-Off Blueprint certified and Emergency Vehicle Technician certified.

4. General Specifications: Contractor shall:

4.1 Have all services performed by qualified/experienced certified technicians and personnel;

4.2 Perform and complete all services in accordance with all applicable industry, best practice, OEM vehicle, OEM equipment, specifications and standards as well as any DPS supplied specifications and DPS/Fleet authorized task orders;

4.3 At the State’s/Fleet request, pick up and deliver DPS vehicles to DPS Fleet Facility location (upon completion and buyoff by DPS);

4.4 Maintain, secure and store all DPS vehicles under its care and custody to prevent damage, vandalism and theft;

4.5 Upon completion of services, clean, wash exterior and make ready for DPS buy off (i.e.

removal of excess grease/lubricants, finger/handprints, vacuum vehicle’s interior and trunk areas, etc.) of all vehicles;

4.6 Be open for business during normal business hours, Monday through Friday (excluding state holidays);

4.7 Complete all installations within mutually agreed upon written timeframes;

4.8 Upon request, provide quotes for the purchase of parts, components and assemblies without up-fitting services in accordance with terms, conditions and pricing specified in the Contract.

5. Technical Specifications: Contractor shall:

5.1 Install all required antenna NMO mounts with rain caps for laptop computer systems;

GPS and the radio systems with rain caps. Any and all equipment installed outside of the interior cabin shall be made weatherproof per OEM specifications. This includes pass through wiring from interior to exterior (and/or contrariwise) of vehicle. Antennas, if

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 7 of 63 specified, shall be shipped loose in vehicle(s). Weatherproof, temporary covers shall be used if mount is not weatherproof without antenna.

5.2 On all fifty (50) amp or higher circuits, in addition to crimping the wire terminals, also solder all terminals to reduce intermittent shorts caused by, but may not be limited to, road vibration. Soldered connectors shall also be of the seamless variety and be shrink-wrapped for environmental protection;

5.3 Have all wiring run in protective wire looms and be secured through the use of wire clamps and/or plastic nylon tie wraps;

5.4 In the event that DPS/Fleet provides wiring diagram schematics for specific up-fitting requirements, Contractor shall wire all associated vehicles according the wiring diagram schematics. Any proposed revisions to DPS/Fleet wiring diagrams shall be requested in writing and preapproved in writing by DPS/Fleet.

5.5 Contractor shall secure grommets in bulk heads/ body panels to prevent wire damage.

6. Vehicle Transport Services: Offeror shall indicate ability to provide transportation services as requested for:

• Vehicles in process from designated Fleet location to offeror’s location

• Pick up of material/parts relevant to the upfit scope from Fleet to offeror’s location

• Transport any components or equipment as requested by DPS/Fleet

• Completed vehicles to designated end user location

• Pricing offered shall be all-inclusive and based on agreed upon mileage from each end point

7. Kitting and Assembly Services: Offeror shall indicate ability to provide assembly and packaging of individual up-fit parts into a single “kit” for requested build types, i.e. “B” or “D” build.

8. Ballistic Protection: Offeror shall indicate ability to provide ballistic protection as needed, when requested for vehicles on a task order basis.

9. Task Order Scope of Work Requests (“TOSOWR”):

State Agencies may, at its sole option, issue an individual TOSOWR to a single Contractor or multiple Contractors of its selection for TOSOWR’s anticipated to be under $10,000.00.

TOSOWR’s anticipated to be over $10,000.00 shall be issued to multiple Contractors in accordance with the Scope of Work/Specifications of this Contract. TOSWR’s shall be issued on an as needed when needed basis. Individual TOSOWR’s shall specify the following:

9.1 Description of the type of services (i.e. scope of work) to be performed;

9.2 Vehicle type (vehicle No., year, make, model and VIN #);

9.3 Parts, components and assemblies required for upfitting;

9.4 Completion date for services; and

9.5 Any other requirements specific to the TOSOWR.

10. Task Order Offers:

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 8 of 63

Upon receipt of individual TOSOWR’s, Contractor(s) shall submit a task order offer on or before the date specified on TOSOWR. Offered pricing under a task order offer shall be all inclusive for completion of the task order. Task order offers shall also, at a minimum:

10.1 Provide a detailed plan and schedule to complete the TOSOWR;

10.2 Specify the contract hourly rate multiplied by the total number of hours required to complete the TOSOWR;

10.3 Specify net pricing (inclusive of all applicable discounts) for all parts, components and assemblies if supplied by the Contractor and specified in TOSOWR; and

10.4 All costs associated with responding to a TOSOWR shall be borne by the Contractor(s).

11. Task Order Offers; Review/Acceptance:

Upon receipt and review of individual task order offers, State Agencies may select the individual task order offer determined to be fair and reasonable and in the best interest of the State for the specified task (selections may include, but may not be limited to, lowest all-inclusive price offered, proposed schedules for completion of the specified task, offered resources and project start dates). Task Order Offers accepted shall be signed by both parties.

12. Task Order Revisions:

State Agencies may allow for revisions to individual task order offers in the event of unforeseen circumstances. Should the State determine that revisions to original task order offers are necessary, Contractor shall provide the following:

12.1 Written documentation detailing the additional tasks, schedules and basis (specific reasons) for the revisions;

12.2 All pricing (hourly rate times the fixed number of hours) required to perform the revised up-fitting services specified;

12.3 Net pricing (inclusive of all applicable discounts) for all parts, components and assemblies supplied by the Contractor/required to perform the revised up-fitting services specified; and

12.4 Revision documentation shall be mutually agreed upon and signed by both parties.

12.5 The state, at its sole discretion, may elect to redirect vehicles from one supplier to another if it is determined to be in the best interest of the State. If the initial supplier purchased upfit inventory for specified vehicles, the State shall reimburse the supplier for the affected inventories.

13. Approval, Inspection, Buy Off of Services: State Agencies shall have the final authority to:

13.1 Perform final inspection and buy off of services.

13,2 Perform initial first article inspections on any first-run vehicles. This may include a 50% build inspection as well.

13.2 All rework that may be needed as a result of failed inspections shall be immediately corrected, with all costs borne by the Contractor.

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 9 of 63

14. Contractor Provided “On-Site” (DPS Fleet Facility) Optional Upfitting Services: On-site upfitting services are those services provided as needed when needed by the Contractor at DPS Fleet Services. When needed, Contractor shall:

14.1 Provide qualified/experienced technicians and personnel to perform specified services at the hourly labor rate specified in price sheet of the Contract;

14.2 Perform and complete all services in accordance with all applicable industry, best practice, OEM vehicle, OEM equipment, specifications and standards as well as any DPS supplied specifications and task orders;

13.2.1 Upfitting services shall be those performed under Scope of Work/Specification;

13.2.2 Contractor shall not be entitled to any costs, such as, but may not be limited to, times relating to travel to and from DPS/Fleet and/or any times when on-site Contractor (i.e. all on-site personnel) is not working under DPS/Fleet issued task orders.

13.2.3 All on-site Contractor personnel shall be subject to Criminal history records, fingerprint background clearance and drug screening.

15. Purchase of parts, components and assemblies:

The State shall have the ability to purchase parts, components and assemblies without upfitting service contained in contracted established catalogs at the contracted discounted rates on an as needed when needed basis. Purchases shall be supported by a direct release purchase order(s).

16. Delivery:

Unless stated otherwise in the contract generally or in the applicable Order particularly, Contractor shall make delivery within 60 business days after receiving each Order or as mutually agreed upon in writing by the State and Contractor. Notification shall be communicated to the ordering agency when contractor is unable to meet delivery deadline.

17. Background Checks:

All proposed new, replacement and/or subcontract personnel designated to work “on site” shall be subject to background clearance. All administrative, processing, testing, travel, per diems and all other related costs shall be borne by the Contractor. Personnel designated to work on site shall be subject to:

17.1 A DPS and/or alternate law enforcement agency criminal history records clearance review;

17.2 A DPS and/or alternate law enforcement agency fingerprint clearance review;

17.3 A DPS initiated drug screen/testing and clearance review

All proposed on-site Contract personnel and/or subcontract personnel shall:

• Complete and submit a DPS confidential background/drug screening questionnaire/affidavit form;

• Produce picture identification, such as a current state-issued driver’s license to validate the individual’s identity (required at time of fingerprinting/drug screening);

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 10 of 63

• Be subject to being fingerprinted

• Be subject to drug screening

Upon review of individual results, DPS shall issue either an “Eligible to Work” or “Not Eligible to Work” determination to the Contractor and Contract Coordinator for that individual. Examples of areas that may result in “not eligible to work” determinations are, but may not be limited to, certain:

• Felony convictions;

• Misdemeanor convictions (not including traffic or parking violations);

• Outstanding warrants (including traffic and parking violations);

• Current parole or probation statutes;

• Current law enforcement investigative statutes; and

• Driving history reports.

In accordance with state law, all information obtained by these services shall not be divulged to any individual, employer or unauthorized party. Contractor and Contract Coordinator shall only be advised of an individual’s “Eligible to Work” or “Not Eligible to Work” status.

Determinations shall be made on a case-by-case basis and shall be final. DPS Human Resource bureau will assist the Contractor with testing facility locations times. Although every effort will be made to minimize Contractor travel and processing times, no timeframes are expressed or implied. DPS may also, at its sole discretion, request additional annual and/or periodic clearance reviews of onsite Contract personnel. All associated costs shall be borne by the Contractor.

18. Reporting Requirements

Monthly reports on workload management (or more frequently as requested by agency) shall be provided to Fleet Managers and contract/program administrators concerning the status of open purchase orders received from various agencies, status of parts orders (as per Specifications paragraph 3, parts shall be ordered as soon as PO received by Contractor), scheduled production dates, planned completion, and causes for possible delivery delays. Report format shall be Excel document.

These reports may also require:

• Total inventory of State vehicles on site

• Delivery date commitments by vehicle number

• Stage of vehicle in process (in build, delivery, upfit, inspection, sign-off, etc.)

• Issues or concerns that may cause delivery dates to be delayed.

• Inventory of DPS owned upfit equipment including components by manufacturer

19. Contractor Provided Optional On-Site Decommissioning Services: Contractor shall indicate on Price Sheet M ability to provide on-site decommissioning services at either the

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 11 of 63

Game and Fish Fleet or DPS Fleet location. These are services provided as needed when needed by the Contractor. Decommissioning includes the process of removing decals, lighting, consoles, electrical and communication, and other equipment as needed to make vehicles or equipment ready to send to the surplus auction.

Special Terms and Conditions

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 12 of 63

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

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

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

1.2. Accepted Offer:

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

Initial Offer.

1.2.2. If State requested a Revised Offer but not a Best and Final Offer, then

“Accepted Offer” means the latest Revised Offer.

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

Best and Final Offer.

1.3. Arizona Procurement Code: The Arizona Procurement Code consists of Arizona Revised

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

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

1.5. Attachment. Any item that:

1.5.1. The Solicitation required Offeror to submit as part of the Offer (e.g., Initial

Offer, Revised Offer, or Best and Final Offer);

1.5.2. Was attached to an Offer when submitted; and

1.5.3. Was included in the Accepted Offer.

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

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 13 of 63

1.6. 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.

1.7. Contract Terms and Conditions: The Special Terms and Conditions and the Uniform

Terms and Conditions taken collectively.

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

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

1.10. 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.

1.11. Eligible Agency:

1.11.1. 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.

1.11.2. 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.

1.11.3. 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.

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 14 of 63

1.12. 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.

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

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

1.14.1. 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.

1.14.2. 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.

1.15. Order: The instrument by which the Eligible Agency or Co-Op Buyer authorizes a

Contractor to perform some or all of the Work. Whether the Contract will have one Order or many Orders depends on the scope of the Contract and how the State will use it. The

Special Terms and Conditions provide that information. Any of the following are construed as an “Order”: “Purchase order,” “task order,” “service order,” or “job order”.

1.16. State’s eProcurement System: The State’s official electronic procurement system, established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of

Administration State Procurement Office policy document Technical Bulletin No. 020, The

State’s eProcurement System–The Official State eProcurement System. Technical

Bulletin No. 020 is available online at:

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

1.17. State: With respect to the Contract generally, “State” means the State of Arizona and its department, agency, university, commission, or board that has executed the Contract.

With respect to administration or rights, remedies, obligations and duties under the

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

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

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 15 of 63

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

1.19. 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

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 16 of 63

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

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 17 of 63

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, Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 18 of 63

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

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 19 of 63 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

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 20 of 63 written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement

Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it.

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

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

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

3.8. Orders

3.8.1. Order Sufficiency. The Contract was awarded in accordance with the Arizona

Procurement Code; the transactions and procedures required by the Arizona

Procurement Code for competitive source selection have been met. An Order issued that cites the correct State contract number will suffice to authorize the

Contractor to provide the Materials and perform the Services covered by that

Order.

3.8.2. Order Terms. All Orders are subject to the Contract Terms and Conditions; an

Order cannot modify the Contract Terms and Conditions. Any Contractor terms added to quotes or otherwise unilaterally added to Eligible Agency or Co-Op

Buyer Orders are null and void.

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

Contract. Contractor shall fulfill and complete any Orders that are begun but not yet completed as of expiration or earlier termination of the Contract unless

State instructs otherwise at the time.

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 21 of 63

3.8.4. No Minimums or Commitments. (a) Contractor shall not impose any minimum dollar amount, item count, services volume, or services duration on Orders; (b)

State makes no commitment of any kind concerning the quantity or monetary value of activity actually initiated or completed during the term of the Contract;

(c) Contractor shall only deliver or perform as authorized by Orders; and (d)

State is not limited as to the number of Orders it may issue for the Contract.

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

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

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

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

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

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

3.9.2. Contractor shall not charge or be entitled to charge State for any new costs it incurs after receiving the cancellation notice; State is not liable for any

Materials that were produced, shipped, or delivered, or Services that were performed before Contractor had acknowledged the corresponding Order.

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

Order.

3.10. The Contract is a mandatory statewide contract (per A.A.C. R2-7-607) for multiple purchases, projects, or assignments, and a cooperative contract (per A.R.S. § 41-2632 and A.A.C. R2-7-1002(B)) that can be purchased against by some or all Eligible Agencies

Request for Proposal

Solicitation No. BPM006890

Law Enforcement Vehicle Upfitting Services and

Parts Purchase

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 22 of 63 and any Co‑Op Buyers that elect to participate. Even if only one Eligible Agency needs or elects to purchase against the Contract, it is to be construed as being a cooperative contract hereunder.

3.10.1. Contractor shall verify if an ordering entity is a current Co-Op Buyer before selling Materials to or providing Services for them under the Contract. The current list of Co‑Op Buyers is available on the State Procurement Office website:

https://spo.az.gov/suppliers/usage-reporting

3.10.2. Contractor shall sell to Co-Op Buyers at the same price and on the same lead times and other terms and conditions under which it sells to Eligible Agencies, with the sole exception of any legitimately additional costs for extraordinary shipping or delivery requirements if the Co-Op Buyer is having Materials delivered or installed or Services performed at locations not contemplated in the contracted pricing (e.g. delivery to a location outside Arizona).

3.10.3. Contractor shall pay State an administrative fee against all Contract sales to

Co‑Op Buyers, as provided for under A.R.S. § 41‑2633.