BPM006959 Solicitation Requirements - Rev. 1.docx (1).pdf

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 Number: BPM006959

Description: Statewide Medical, Industrial, & Specialty Gases

Solicitation Due Date and Time: As indicated in APP

Pre-Offer Conference: Wednesday, June 4, 2025 at 2:00 PM (MST)

Conference Info: Meeting ID https://meet.google.com/iaq-nydp-vav Phone Numbers:

(US) +1 929-276-1394 PIN: 256 599 228#

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.

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 1 of 67 https://meet.google.com/iaq-nydp-vav https://app.az.gov/ mailto:app@azdoa.gov

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

Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration State Procurement Office

Notice Page

Table of Contents

Solicitation Summary 3

Scope of Work 5

Special Terms and Conditions 7

Addendum A to the Special Terms and Conditions 43

Addendum B to the Special Terms and Conditions 44

Uniform Terms and Conditions 49

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Click here to return to the Table of Contents

Solicitation Summary

Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration

State Procurement Office

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 to provide Medical, Industrial, and Specialty Gases.

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: BPM006959 Solicitation Requirements

2.1.1.1. Notice / Cover Page

2.1.1.2. Table of Contents

2.1.1.3. Solicitation Summary

2.1.1.4. Scope of Work

2.1.1.5. Special Terms and Conditions

2.1.1.6. Addendum A to the Special Terms and Conditions

2.1.1.7. Addendum B to the Special Terms and Conditions

2.1.1.8. Uniform Terms and Conditions

2.1.2. Attachment: BPM006959 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Standard Instructions to Offerors (RFP)

2.1.3. BPM006959 Solicitation Attachments:

2.1.3.1. Offer and Acceptance

2.1.3.2. Boycott of Israel Disclosure

2.1.3.3. Forced Labor of Ethnic Uyghurs Ban

2.1.3.4. Confidential Information Designation

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Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration

State Procurement Office

2.1.3.5. Conformance Statements and Exceptions Requests

2.1.3.6. Key Personnel

2.1.3.7. Organization Profile

2.1.3.8. Letter of Insurability

2.1.3.9. Proposed Subcontractors

2.1.3.10. References

2.1.3.11. Method of Approach

2.1.3.12. Experience and Capacity Response

2.1.3.13. Pricing Document

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.

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Scope of Work

Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration State Procurement Office

1. Purpose and Background

The purpose of this solicitation is to establish the State’s Medical, Industrial, and Specialty Gases Program for Eligible Agencies, Employees and the State of Arizona.

2. Definitions

2.1. “ADOA” means the Arizona Department of Administration.

2.2. “State” means ADOA, or an Eligible State Agency / Board / Commission, or Eligible Co‑Op Buyer.

2.3. “Ordering Agency” means an Eligible State Agency / Board / Commission, or Eligible Co‑Op Buyer.

2.4. “Bi-Monthly” means once every two months.

3. Scope of Work

3.1. Mandatory Requirements: Along with providing a quality service, we are looking for a Contractor with demonstrated professional integrity, a longstanding reputation in the medical, Industrial, and specialty gases. Specific abilities to include:

3.1.1. Experience Requirements:

3.1.1.1. Contractor with a minimum of three (3) years of proven experience within the medical and/or industrial gas industry.

3.1.2. Customer Service Requirements:

3.1.2.1. The Contractor shall provide a single, general point of contact and a secondary contact to serve as a backup to handle questions or problems that may arise throughout the life of a resultant contract.

3.1.2.2. The Contractor shall provide the name and contact information of a representative who will be available twenty-four (24) hours a day, seven (7) days a week, in the event of an emergency.

3.1.2.3. All requests from the State shall be acknowledged within two (2) business days of receipt.

3.1.2.4. At least one Customer Service Representative must be available during the provided Contractor’s operating hours.

3.1.2.5. All inquiries from the State including but not limited to quotes, lead times, invoice discrepancies shall be provided within two (2) business days of request from the State.

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Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration State Procurement Office

3.1.2.6. The Contractor shall designate a representative to visit with the ordering Agency's designee, if requested, to assess, analyze and recommend changes to service.

3.1.3. Quality Control Requirements:

3.1.3.1. Any damages due to non-compliant gases, including but not limited to, contamination from improper gas formulations or mislabeled or defective cylinders shall be the responsibility of the Contractor. If supplied gases are the suspected cause of any damages to the State's equipment, the State reserves the right to request an analysis by an independent laboratory, at the expense of the State. Should the analysis reveal the gas was non-compliant, the Contractor shall reimburse the State for the cost of the analysis, in addition to any other damages.

3.1.3.2. The Contractor shall provide the services and products contained herein in such a manner that does not result in damage to existing structures or equipment. In the event that damage does occur during the performance of this Contract, the Contractor shall repair or replace the damage at no cost to the State. If the Contractor fails or refuses to make proper repairs or replacements, the Contractor shall be liable for the cost thereof, which may be deducted from unpaid invoices or recovered by any other means provided by law.

3.1.3.3. If a cylinder belonging to another vendor is picked up in error by the Contractor, the Contractor shall be responsible for returning the cylinder to the lawful owner and notifying the State of this transaction.

3.1.3.4. Provide scientific and medical grade gas that meets industry purity standards.

3.1.3.5. Ensure all dewars and containers have a tag that is readable and immediately accessible to the driver and state lab personnel.

3.1.3.6. Ensure all tank and dewar valve systems are properly maintained and hold pressure to avoid any blow-out and leaking of a tank;

which is dangerous to a laboratory setting.

3.1.3.7. If quality problems are suspected, a technical representative shall address issue(s) within twelve (12) hours of notification.

3.1.3.8. Any faulty containers, tanks, equipment, and fittings including, but not limited to dewars, shall be replaced within twenty-four (24) hours of request.

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Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration State Procurement Office

3.1.3.9. The Contractor shall provide designated dewars for the State that have preconfigured pneumatic settings as per the State lab specifications.

3.2. General Service Requirements:

3.2.1. All products being offered in response to this solicitation shall be in current and ongoing production; shall be formally announced for general marketing purposes; shall be a model or type currently functioning in the State’s environment and capable of meeting or exceeding all specifications and requirements set forth in this solicitation.

3.2.2. There shall be no minimum order or shipment requirements for this Contract.

3.2.3. All prices are to be F.O.B. Destination, all freight prepaid.

3.2.4. The Contractor shall keep a sufficient inventory of commonly used gases to prevent extended lead times and delivery delays.

3.2.5. The Contractor shall deliver or make available any of the gases within 48 hours of the gases being ordered. The decision to deliver or pick up the gases will be made solely by the State. Pickup dates and times shall be agreed upon by the State and the Contractor.

3.2.6. The Contractor shall not cancel backorders without the State’s prior approval.

3.2.7. After each delivery and pickup, the Contractor shall provide and leave a packing slip or an equivalent document with the State’s designated contact person. The packing slip shall at minimum contain:

3.2.7.1. The cylinders delivered and those returned;

3.2.7.2. The size and contents of each cylinder;

3.2.7.3. Date of delivery/pickup;

3.2.7.4. Name of driver; and

3.2.7.5. Signature of the driver and the State’s contact.

3.3. Inventory Audit Requirements:

3.3.1. The Contractor is responsible for guaranteeing correct physical cylinder counts at each ordering Agency location.

3.3.2. The Contractor shall perform physical inventory audit(s) and provide an inventory report reflecting the audit findings to each ordering Agency on a bi-monthly basis. The ordering Agency may request physical inventory audits to be conducted more frequently if needed.

3.3.2.1. The Contractor shall provide the ordering Agency with a current inventory report within two (2) business days of each audit performed.

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Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration State Procurement Office

3.3.2.2. Audits conducted and the resulting inventory reports shall be specific to each order Agency and shall not be combined with any other Agency unless specifically requested.

3.3.2.3. Inventory reports submitted by Contractor must include the following:

3.3.2.3.1. Number of cylinders currently in each ordering Agency’s possession;

3.3.2.3.2. Number of cylinders returned to the Contractor during audit period;

3.3.2.3.3. Date and quantity of cylinders delivered to the ordering Agency’s location(s) during audit period;

3.3.2.3.4. Date and quantity of cylinders picked up from the Agency's location during audit period.

3.3.2.4. The Contractor shall compare the audit results to invoices to ensure accuracy.

3.3.2.5. The Contractor shall resolve inventory discrepancies, including associated invoice discrepancies, within five (5) business days of audit being completed.

3.4. Equipment Requirements:

3.4.1. All containers shall comply with all applicable laws, rules and regulations, including but not limited to, those set forth by the State of Arizona, Compressed Gas Association, the United States Department of Transportation (US DOT), United States Food and Drug Administration (FDA), United States Pharmacopeia (USP), National Fire Protection Association (NFPA) regulations and United States Bureau of Explosives.

3.4.2. Cylinder Fittings:

3.4.2.1. All cylinder fittings shall be in accordance with the Compressed Gas Association (CGA) standards. In the event of any modifications by the CGA to these standards the State shall be notified, in writing, sixty (60) thirty (30) days prior to the delivery of any modified cylinders to allow time to obtain new cylinder regulators;

3.4.2.2. All cylinder valves shall comply with all applicable laws, rules and regulations, including but not limited to those set forth by the Compressed Gas Association and the US DOT; and

3.4.2.3. All cylinders requiring metal caps shall be securely applied on delivery.

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Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration State Procurement Office

3.4.3. Cylinder Labeling, Identification and Certification:

3.4.3.1. All cylinders shall be affixed with a label identifying Contractor's name/logo and address to insure the correct cylinders are returned to the Contractor;

3.4.3.2. Each cylinder shall list contents and grade;

3.4.3.3. All containers/cylinders shall be marked, labeled and shipped in accordance with the nationally recognized standards and in accordance with all parts of the Code of Regulations - DOT Hazardous Materials Regulations 49 CFR, Parts 171-185, (6/2002) and NFPA Pamphlet 58, Standard for the Storage and Handling of Liquefied Petroleum Gases (2001), or most current versions;

3.4.3.4. For all high purity, ultra-high purity, specialty gases as well as gas mixtures, the Contractor shall provide, at no cost to the State, a "Certificate of Analysis" (COA) and/or a batch analysis for all gases being delivered under this Contract. Any delivery without a COA and/or batch analysis may be deemed unacceptable and non-compliant to the terms of the contract and may be returned at the contractor's expense.

3.4.4. Gas and Containers Specifications:

3.4.4.1. The minimum purity of any gas offered shall be equal to, or greater than, the stated purity on the Price Sheet for Items Tab.

The gases shall be commercial grade, unless otherwise noted;

3.4.4.2. The cylinder sizes shall be within(+/-) five percent (5%) of the size listed in the Contract;

3.4.4.3. All medical gases supplied in this Contract shall be medical or scientific grade gases and these gases must be manufactured at a FDA registered facility. All medical gases shall meet United States Pharmacopeia (USP), EPA Protocol Gases, and National Fire Protection Association (NFPA) regulations;

3.4.4.4. All compressed gas cylinders used for the packaging of gases shall be manufactured under regulations of the US DOT and no gas shall be filled into a cylinder that is not properly marked to indicate that it complies with these specifications. All cylinders shall contain a positive type safety disc to meet requirements of the US DOT and the United States Bureau of Explosives;

3.4.4.5. Before filling special gases for analytical usage, each cylinder shall have any remaining gas evacuated and be inspected and tested before delivery;

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Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration State Procurement Office

3.4.4.6. All post-type cylinder valves shall be pin indexed in accordance with Compressed Gas Association regulations.

3.4.5. Bulk Liquefied Gas:

3.4.5.1. The Contractor shall install and maintain a storage vessel at the State facility for the storage and delivery of bulk liquefied gas. The vessel shall be a minimum of 2000L in size. The vessel shall be constructed and maintained such that the maximum loss of material due to evaporation is <1%.

3.4.5.2. The Contractor shall install and maintain a telemetry system for monitoring the volume of liquefied gas remaining in the storage vessel at a State facility OR provide an equivalent manual monitoring system. Such a monitoring system may be utilized to initiate automated ordering at the State’s discretion and at no additional cost to the State. The telemetry system shall be NIST Handbook 44 Section 3.34 compliant.

3.4.5.3. Pricing for Bulk Liquefied Gas must be provided as a volume in the Pricing document.

3.4.5.4. After each delivery, the Contractor shall provide and leave a packing slip or other similar document with the State’s contact that contains:

3.4.5.4.1. Accurate amount of liters delivered;

3.4.5.4.2. Method for determining the amount of liters delivered;

3.4.5.4.3. Date of delivery;

3.4.5.4.4. Name of driver; and

3.4.5.4.5. Signature of driver and the State’s contact

3.4.5.5. State-owned cylinders which are eligible for extended hydrostatic retest periods, testing by modified hydrostatic method or visual inspection in lieu of hydrostatic testing, shall be serviced by the Contractor by means which will comply with US DOT, Office of Hazardous Materials Safety 49 CFR. When modified or reduced, such testing requirements are contingent upon post usage of the cylinders. A written statement from the State indicating that the cylinders have been used exclusively for a specific gas may be considered acceptable evidence of the cylinders' eligibility for modified testing or inspection.

3.4.5.6. Hydrostatic testing shall be in compliance with US DOT, Office of Hazardous Materials Safety 49 CFR, hydrostatic methods Visual inspection in lieu of hydrostatic testing, where permitted by the above regulations, shall be performed in accordance with "Standards for Visual Inspection of Compressed Gas Cylinders", Pamphlet C-6, Compressed Gas Association, Inc

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Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration State Procurement Office

3.4.5.7. Upon completion of the hydrostatic test and visual inspection, the interior of the cylinder shall be dried and cleaned in a manner that will prevent moisture from condensing on the walls of the cylinder.

Certification date shall be easily identified at all times. Contractor is responsible to immediately replace any stickers or tags that become dislodged, lost or unreadable.

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Special Terms and Conditions

Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration State Procurement Office

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

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

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

1.2. Accepted Offer:

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

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

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

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

1.4. Arizona Procurement Code: The Arizona Procurement Code consists of Arizona Revised Statutes (A.R.S.) §§ 41-2501 et seq. and Arizona Administrative Code (A.A.C.)

R2-7-101 et seq. There is additional information in the Solicitation Instructions regarding how to access these state statutes and rules.

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

1.5.1. AZ Mandatory Control Baseline: 35 Controls

1.5.2. NIST Low Impact Control Baseline: Public Data Classification

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Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration State Procurement Office

1.5.3. NIST Moderate Impact Control Baseline: Confidential Data Classification

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

1.7. Attachment. Any item that:

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

1.7.2. Was attached to an Offer when submitted; and

1.7.3. Was included in the Accepted Offer.

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

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

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

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

1.12. Co-Op Buyer: A member of the State Purchasing Cooperative that has entered into a “Cooperative Purchasing Agreement” with the Arizona Department of Administration State Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing an “eligible procurement unit” under A.A.C. R2-7-101(23).

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non-profit organizations, other state governments, the federal government and tribal nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the I.R.S. under Section 501(c)(3) through 501(c)(6) of the tax code.

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

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Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration State Procurement Office personal information maintained as part of a database of personal information regarding multiple individuals.

1.14. Eligible Agency:

1.14.1. If the Special Terms and Conditions indicate that the Contract is a “single-agency” contract, then “Eligible Agency” means the particular State of Arizona agency, university, commission, or board identified therein.

1.14.2. If the Special Terms and Conditions indicate that the Contract is a mandatory statewide contract, then “Eligible Agency” means any State of Arizona department, agency, university, commission, or board.

1.14.3. If the Special Terms and Conditions indicate that the Contract is a “cooperative” contract available for use by Co-Op Buyers, then “Eligible Agency” means any State of Arizona department, agency, university, commission, board, or any Co-Op Buyer.

1.15. Federal Risk and Authorization Management Program (FedRAMP): A federal government program that provides a standardized approach to security assessment, authorization, and continuous monitoring specifically for Cloud products and services relied upon by federal entities that store, process and transmit federal information.

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

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

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

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

1.18. Order: The instrument by which the Eligible Agency or Co-Op Buyer authorizes a Contractor to perform some or all of the Work. Whether the Contract will have one Order or many Orders depends on the scope of the Contract and how the State will use it. The

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Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration State Procurement Office

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

1.19. State’s eProcurement System: The State’s official electronic procurement system, established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of Administration State Procurement Office policy document Technical Bulletin No. 020, The State’s eProcurement System–The Official State eProcurement System. Technical Bulletin No. 020 is available online at:

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

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

With respect to administration or rights, remedies, obligations and duties under the Contract for a given Order, “State” means each Eligible Agency or Co-Op Buyer who has issued the Order.

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

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

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

2. Contract Interpretations

2.1. Usage. Where the Contract:

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

2.1.2. uses the permissive “may” with respect to a party’s actions, determinations, etc., the terms is to be interpreted as in A.A.C. R2-7-101(32) [Definitions]. For clarity of intent, any right given to State using “State may” or a like

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Solicitation No. BPM006959 Statewide Medical, Industrial, & Specialty Gases

Arizona Department of Administration State Procurement Office construction denotes discretion and freedom to act so far as any regulatory or operative constraints permit in the relevant circumstances, provided that: (a) where written “may, at its discretion,” the discretion extends to whatever is most advantageous to State; and (b) where written only as “may,” the discretion is constrained by what is fair, reasonable, and as accommodating of the respective best interests of both parties as practicable under the circumstances;

2.1.3. uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to be interpreted as in A.A.C. R2-7-101(44) [Definitions]. Conversely, the phrase “shall not” is to be interpreted as an imperative prohibition.

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

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

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

2.2. Contract Order of Precedence

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

2.2.2. Conflicts. In case of any inconsistency, conflict, or ambiguity among the documents forming the Contract and their provisions, they are to prevail in the following order, descending from most dominate to most subordinate, provided that, among categories of documents or provisions having the same rank, the document or provision with the latest date prevails. Information being identified in one document, but not in another, is not to be considered a conflict or inconsistency.

2.2.2.1. Contract Amendments;

2.2.2.2. The final Solicitation Documents, in the following order:

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Arizona Department of Administration State Procurement Office

(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 Offer and Acceptance Form 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

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Arizona Department of Administration State Procurement Office 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,

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

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Arizona Department of Administration State Procurement Office conditions in accessing or employing any Materials or Services, those terms and conditions will also be void.

3.6. Books and Records

3.6.1. Retain Records. In addition to the audit rights detailed in the Uniform Terms and Conditions, State also requires that, pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to any cost and pricing Data submitted in satisfaction of § 41-2543 for the period specified in the statute.

3.6.2. Usage Information. Additionally, any and all information (including, but not limited to, documentation or Data) related to Eligible Agency and Co-Op Buyer usage retained solely within the Contractor’s system (for example, related to punch-out or Contractor catalog sales) shall be considered public information or information that can be shared with and distributed by the State freely and for any purpose under the State’s government purpose rights detailed in Section 3 of the Uniform Terms and Conditions [Ownership of Intellectual Property]. Any modifications to this Contract notwithstanding, the State shall have free use of any and all information related to Eligible Agency or Co-Op Buyer purchasing. Upon request by the State, Contractor shall promptly provide the State with any usage information requested and shall not attempt to limit the State's use in any way.

3.6.3. Right To Audit. The retained books and records are subject to audit by State during that period. Pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to performance under the Contract for the period specified in the statute and those retained books and records are subject to audit by State during that period.

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

3.7. Subcontract

3.7.1. Initial list. At the time of Contract execution, Contractor’s candidate Subcontractors were identified in Attachment Proposed Subcontractors to the Accepted Offer [Proposed Subcontractors]. Agreeing to them being included

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Arizona Department of Administration State Procurement Office in the Accepted Offer signified Procurement Officer’s advance consent for Contractor to enter into a Subcontract with each candidate, which Contractor shall do as promptly as necessary to ensure its ability to carry out the Work in a timely manner.

3.7.2. Additional names. Contractor shall not enter into a Subcontract to perform Work under the Contract, without first obtaining Procurement Officer’s written consent with any prospective Subcontractor that (a) was not listed on the Attachment Proposed Subcontractors at time of Contract execution or (b) is for any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired.

Procurement Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it. Approval of additional subcontractors shall be added to the Contract by a bilateral Contract Amendment.

3.7.3. Flow-down. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as appropriate. When making any post-execution consent requests, Contractor shall include its warrant that it will do the same for the pending Subcontracts covered by the request. 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.

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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.

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.

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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 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. Rates are set in accordance with SPO Technical Bulletin (TB) 007, available on the SPO website, which may be revised at the State’s sole discretion as part of Arizona state procurement policy. For convenience (though note that this link may change over time) TB 007 may be found here:

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

Failure to remit the administrative fees is a material breach of contract, and will entitle the State to its remedies under Contract Terms and Conditions Section 8 and its right to terminate for default under Section 9. Method of calculation, payment procedures, and other details are provided on the State Procurement Office website:

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

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3.10.4. Contractor shall submit to State a quarterly usage report documenting all

Contract sales to both Eligible Agencies and Co‑Op Buyers, itemized separately. Contractor shall further itemize divisions, groups or areas within a given Eligible Agency if they place Orders independently of each other.

Failure to submit the report is a material breach of contract, and will entitle the State to its remedies under Contract Terms and Conditions Section 8 and its right to terminate for default under Section 9. Contractor shall submit the report using the forms and following the instructions on the State Procurement Office website:

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

3.10.5. Contractor shall acknowledge each Order from Eligible Agencies within one

(1) business day after receipt by either: (a) “approving” the Order electronically in the State’s eProcurement System, which will indicate Contractor’s unqualified acceptance of the Order as‑issued; or (b) “rejecting” the Order electronically in the State’s eProcurement System, with a concurrent explanation by email to relevant originator as to the reason for rejecting it.