BPM007086_Solicitation_Requirements.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 Requirements | Revision No. 8 | Revised 03-24 | Page 1 of 59

Solicitation Number: BPM007086

Description: Statewide Mobile Diagnostic Imaging Services

Solicitation Due Date and Time: October 3, 2025 at 3 PM Arizona Time

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. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 2 of 59

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 12

Addendum A to the Special Terms and Conditions 37

Uniform Terms and Conditions 10.5 43

Solicitation Summary

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 3 of 59

1. What is the State Soliciting?

The Arizona Department of Administration, State Procurement Office (the State), as authorized under A.R.S. § 41-2501 et seq. is seeking to establish one or more mandatory statewide contracts to provide Statewide Mobile Diagnostic Imaging Services.

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: BPM007086 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. Uniform Terms and Conditions

2.1.1.8. Exhibits (if applicable)

2.1.2. Attachment: BPM007086 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Standard Instructions to Offerors (RFP)

2.1.3. Solicitation Attachments

2.1.3.1. Offer and Acceptance

2.1.3.2. Confidential Information Designation

○ Confidential Information Designation (for reference only)

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 4 of 59

2.1.3.3. Conformance Statements and Exceptions Requests

2.1.3.4. Key Personnel

2.1.3.5. Letter of Insurability

2.1.3.6. Organization Profile

2.1.3.7. Proposed Subcontractors

2.1.3.8. Experience and Capacity Response

2.1.3.9. References

2.1.3.10. Method of Approach

2.1.3.11. Business Associates Addendum (HIPAA)

2.1.3.12. Pricing

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

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 5 of 59

Scope of W ork

1. PURPOSE AND BACKGROUND

1.1 The purpose of this Solicitation is to establish one or more “Statewide” contracts to provide Mobile Diagnostic Imaging Services (X-Ray, Ultrasound and Echocardiogram) to all State agencies, universities, boards, and commissions as well as participating purchase cooperative members (collectively, the Eligible Agencies).

1.2 All eligibility is determined by ADOA, pursuant to A.R.S. § 38-651, § 38-651.01, § 38-

782, and A.A.C. R2-6-301. Eligibility shall also conform to federal regulations, including

26 U.S. Code 125, the Internal Revenue Code of 1986, the Patient Protection and

Affordable Care Act (PPACA), the Consolidated Omnibus Budget Reconciliation Act

(COBRA), the Family Medical Leave Act (FMLA), Medicare, Medicaid, and the

Uniformed Services Employment and Reemployment Rights Act (USERRA). ADOA shall be the final authority in deciding eligibility of members.

2. UTILIZATION

Contract(s) resulting from this solicitation will be used by multiple eligible agencies with service locations throughout the State. The services provided will be on an as needed, if needed basis.

There is no guarantee to the amount of work that may be performed under the resulting contract.

The current contract is being used by two (2) State Agencies, namely the Department of

Veteran’s Services and the Department of Juvenile Corrections. The approximate spend for both of these agencies was $60,000 during the 2024 fiscal year under the current agreement for services. Past utilization is detailed in Exhibit A: Utilization Report.

2.1 The Arizona Department of Veteran’s Services (ADVS) currently operates the Arizona

State Veterans’ Homes in Phoenix (ASVH-P), Tucson (ASVH-T), Flagstaff (ASVH-F) and Yuma (ASVH-Yuma). All Arizona State Veterans’ Homes are; state-owned and operated facilities, built to serve the long-term needs of the veterans and their spouses in Arizona.

2.1.1 ASVH-P is a skilled nursing facility located at 4141 North Herrera Way, Phoenix, AZ 85012. The two-hundred (200) bed facility operates seven (7) days a week, twenty-four (24) hours a day. The two-hundred (200) beds are divided into four (4) units; fifty (50) beds in the skilled nursing unit, fifty (50) beds in the Alzheimer's unit, fifty (50) beds in the transitional rehabilitation care unit and fifty (50) Medicare certified beds.

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 6 of 59

2.1.2 ASVH-T is a skilled nursing facility located at 555 East Ajo Way, Tucson, AZ

85723. The one-hundred and twenty (120) bed facility; operates seven (7) days a week, twenty-four (24) hours a day. The one-hundred and twenty (120) beds are divided into four (4) buildings; each unit, with thirty (30) long–term care unit beds.

2.1.3 ASVH-F is a skilled nursing facility located at 2100 N. Gemini Drive, Flagstaff, AZ 86001. The eighty (80) bed facility is open seven (7) days a week, twenty-four (24) hours a day. The facility is divided into long-term care beds, a memory care unit and a Medicare/rehab-focused unit.

2.1.4 ASVH-Y is a skilled nursing facility located at 6051 E. 34th Street, Yuma, AZ

85365. The facility is an 80-bed Medicare certified, skilled-nursing care facility for eligible Arizona Veterans, located in West Yuma. It operates seven (7) days a week, twenty-four (24) hours a day.

2.2 The Arizona Department of Juvenile Corrections (ADJC) currently operates the

Adobe Mountain School located inside ADJC’s facility at Interstate 17 and Pinnacle Peak

Road in Phoenix.

2.2.1 Adobe Mountain School is a secondary school located inside ADJC’s facility at

2800 W. Pinnacle Peak Road in Phoenix, AZ 85027. Adobe Mountain School provides ongoing medical, dental, mental health, and pharmaceutical care to male and female youth aged 14-19.

2.2.2 Adobe Mountain School is a secure facility and on-site contractors must be accompanied at all times and will be screened with metal detectors and by security upon entry.

2.2.3 Services rendered by the mobile radiology technician will occur within the

Health Unit.

3. DEFINITIONS

3.1 Credentialing is the process of obtaining, verifying, and assessing the qualifications of a health care practitioner, which may include rehabilitative therapists, physicians, podiatrists, dentists, psychologists, physician assistants, nurse practitioners, licensed nurses and others to provide patient care services in or for a health care organization.

3.2 Privileging is the process whereby a specific scope and content of patient care services are authorized for health care practitioner by the Contractor, based on evaluation of the individual’s credentials and performance in conjunction with the facility. The Contractor must maintain documentation of current credentials for each licensed independent technician/radiologist providing services to Veteran/Members residing at the agency.

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 7 of 59

3.3 T.B. (Tuberculosis) is a contagious infectious disease caused primarily by the bacterium

Mycobacterium tuberculosis. It most commonly affects the lungs (pulmonary tuberculosis) but can also affect other parts of the body (extra pulmonary tuberculosis), such as the kidneys, spine, or brain.

4. SCOPE OF WORK

4.1. General Requirements. The Contractor shall

4.1.1 Within ninety (90) days of contract award, the Contractor shall have the capability to develop an interface with the Agency’s electronic health record

(EHR) system for the purpose of facilitating the ordering of imaging studies and the transmission of results to the Agency.

1. ADJC uses the Sapphire Health Electronic Health Record (EHR) platform

2. ADVS uses the Matrixcare EHR platform

4.1.2 Ensure that the paper imaging order forms have adequate space to include pertinent clinical information about the client

4.1.3 Provide an on-call service twenty-four (24) hours a day, seven (7) days a week, which includes holidays.

1. Provide a 1 800 number or a local Arizona number to call.

4.1.4 Have and maintain the appropriate license for operations in the State of

Arizona.

1. The Contractor shall present a copy of the licenses and/ or certification before commencing work and yearly thereafter.

2. Notify ADOA within thirty (30) days of any change in its ownership, partners, or control.

4.1.5 Provide all necessary and appropriate equipment, supplies, chemicals and tools considered essential for the delivery of professional quality mobile x-ray, ultrasound and/or echocardiogram services.

4.1.6 Maintain mobile imaging equipment in accordance with manufacturer and regulatory guidelines.

1. Perform regular calibration and quality control testing.

2. Ensure all equipment meets FDA, state, and radiation safety standards.

3. Report any problems with the contractor x-ray equipment and/or ultrasound to the facility.

https://www.sapphire-health.com/ https://www.matrixcare.com/

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 8 of 59

4.1.7 Provide a service request form to Eligible Agencies for x-ray, ultrasound or echocardiogram services.

4.1.8 Identify and assign an Account Representative to address issues and/or concerns submitted by Eligible Agencies.

1. Address any issues and/or concerns submitted by Eligible Agencies within two (2) business days of receipt, or be subject to cancellation of the contract.

4.1.9 Perform services in a professional and courteous manner equivalent to that performed for the general public.

4.1.10 Limit radiation exposure to patients in accordance with industry standards.

4.1.11 Provide wet readings upon request.

4.1.13 Ensure that all services provided as part of this contract will be in compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its subsequent amendments and changes. Any violations shall be reported immediately to ADOA in writing. The Contractor shall notify ADOA of any and all actions taken as a result of any violation.

4.1.14 Notify ADOA within twenty-four (24) hours of a receipt of a written public information request, written media request, or other public inquiry regarding

ADOA’s Program. Contractor agrees that all responses will be approved by

ADOA prior to release or response of inquiry.

4.1.15 Staffing

1. Ensure all personnel come to the facility with proper documents, uniform, and/or a badge. Vehicle shall be marked with company’s name.

2. Ensure that personnel maintain up-to-date clearance for entry into the facilities.

3. Provide Supervision and interpretation by a board certified Radiologist.

4. All imaging procedures shall be performed by licensed and certified technologists employed or contracted by the Contractor.

5. X-Ray Technician and Radiologist: The X-Ray Technician and

Radiologist shall have the following licenses/certificates; knowledge and understanding that include but are not limited to the following:

a. X-ray Technician: State licensure through the Arizona Department of

Health Services (AZDHS) Bureau of Special Licensing (AZBLS)

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 9 of 59

b. Radiologist:

1) Must be a licensed M.D. or D.O. in good standing in Arizona

(through the AZ Medical Board).

2) A radiologist must hold board certification in diagnostic or interventional radiology from the American Board of Radiology

(ABR), or the American Osteopathic Board of Radiology (AOBR) for

D.O.s

c. Comply with the Medical Radiologic Technology Board of Examiners

Rules and Regulations.

d. Comply with the Arizona Administrative Code Statutes governing in

Radiation.

e. Comply with the Arizona Revised Statutes governing in Radiation.

6. Be responsible for verifying current license/certification and to obtain copies for the personnel file.

a. The Contractor shall present licenses and/ or certification within four (4) hours to the agency at the request.

b. Providing an X-Ray Technician to the agency, who has a probationary or suspended license, negligence, unprofessional behavior, or regulatory infraction shall result in the termination of an X-Ray

Technician and may be cause to terminate the contract.

7. Be responsible for Credentialing and Privileging all personnel providing services.

a. The Contractor must maintain documentation of current credentials for each licensed independent technician/radiologist providing services to

Veteran/Members residing at the agency.

b. Provide copies of credential records and applications to the agency for each licensed technician/radiologist providing services at each facility.

c. The Contractor personnel who have a probationary or suspended license may be cause for contract termination.

8. Ensure that all personnel provided to the agency have a T.B. screening and results prior to commencing any services. T.B. results shall be provided to the agency upon commencing services and yearly thereafter.

a. Request employees from the agency that cannot do the normal TB Tine

Stick test must provide a TB Chest X-Ray annual.

9. Ensure personnel have experience working:

a. Within a nursing facility;

b. With the elderly and disabled; and

c. With secondary school aged children.

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 10 of 59

4.2 Specific Requirements. The Contractor shall

4.2.1 Provide all mobile x-ray services, ultrasound or any other service requested by eligible agency staff within forty-eight (48) hours of the request.

1. If the timeline exceeds 48 hours, then the contractor shall notify eligible agency staff about the delay and the anticipated timeline for completion of the service.

4.2.2 Ensure Agency personnel are present at all times alongside the Contractor’s staff during the provision of mobile X-ray, ultrasound, or any other related diagnostic services.

4.2.3 Mobile Diagnostic services should include industry standard imaging techniques in order to achieve images that permit solid reads by the

Radiologist and prevent over and under reads of images.

1. If the Radiologist is unable to read and x-ray, echocardiogram, or ultrasound due to the technician’s skill, the Mobile Service provider will redeploy the technician at no charge.

4.2.4 Securely transmit images to radiologists for interpretation using HIPAA-compliant systems.

4.2.5 A licensed radiologist’s findings shall be provided to the eligible agency contact within twelve (12) hours after services have been provided, unless emergency/STAT service is requested.

1. ASVH-F nursing facility shall receive their radiology findings via fax

4.2.7 Radiologists shall be available for expanded reads if needed and will be open to discussions and clarification for all reads.

4.2.8 STAT/Emergency reads. Provide Emergency/STAT mobile x-ray services, ultrasound or echocardiogram services requested by nursing and/clerical staff within one (1) hour of the request.

1. The licensed radiologist’s findings must be provided within two (2) hours after the services have been provided for any Emergency/STAT requests.

2. The Radiologist will call the facility within two (2) hours after services have been provided whenever there is a life-threating or serious read on an x-ray

(examples include, cardiomegaly, ileus, aortic root dilation, etc.). Health

Unit staff will be made aware of the read. Peer to peer discussions with the reading radiologist and the Facility Doctor on-call are an expectation in order to facilitate expedited care of patient.

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 11 of 59

4.2.9 Billing

1. ADVH Services

a. The Contractor shall invoice the resident’s insurance carrier and/or responsible party for all services on behalf of those residents identified as private pay patients.

b. If Contractor is not an approved provider of the resident's insurance carrier; the Contractor shall notify ASVH-F, who, in turn, will contact the resident (or responsible party) to determine further action.

c. The Contractor shall invoice ADVS for all services on behalf of Medicare

Part A, Part B, and HMO Insurance.

5.0 PRICING

5.1 Pricing shall include all costs associated with the provision of the service including but not limited to: salaries, operating costs, training, materials, supplies, transportation, travel to site, insurance, preparation of billing and reports, reporting results etc. The Eligible Agencies will not pay these or any other costs separately.

Special Terms and Conditions

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 12 of 59

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

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

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

1.2. Accepted Offer:

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

Initial Offer.

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

“Accepted Offer” means the latest Revised Offer.

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

Best and Final Offer.

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

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

1.4. Arizona Risk and Authorization Management Program (AZRAMP): is used by the Arizona

Department of Homeland Security to evaluate Cloud services and Contractors that will transfer, process, or store state data outside of state-managed or controlled networks, and has three levels of control review:

1.4.1. AZRAMP Level 1 Prerequisite: 35 Controls

1.4.2. AZRAMP Level 2 Low Impact: Public Data Classification

1.4.3. AZRAMP Level 3 Moderate Impact: Confidential Data Classification

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

1.6. Attachment. Any item that:

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

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 13 of 59

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

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

1.6.2. Was attached to an Offer when submitted; and

1.6.3. Was included in the Accepted Offer.

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

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

Terms and Conditions taken collectively.

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

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

1.11. Co-Op Buyer: A member of the State Purchasing Cooperative that has entered into a

“Cooperative Purchasing Agreement” with the Arizona Department of Administration State

Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative

Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing an “eligible procurement unit” under A.A.C. R2-7-101(23).

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non-profit organizations, other state governments, the federal government and tribal nations. For reference, “non-profit organizations” are defined in

A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the I.R.S. under

Section 501(c)(3) through 501(c)(6) of the tax code.

1.12. Data Breach: Data Breach is used herein as defined as stated in A.R.S. Title 18, chapter

5, article 4 (Data Security Breaches), or in any relevant state or federal standard, to indicate an unauthorized acquisition of and unauthorized access that materially compromises the security or confidentiality of unencrypted and unredacted computerized personal information maintained as part of a database of personal information regarding multiple individuals.

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 14 of 59

1.13. Eligible Agency:

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

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

1.13.3. If the Special Terms and Conditions indicate that the Contract is a

“cooperative” contract available for use by Co-Op Buyers, then “Eligible

Agency” means any State of Arizona department, agency, university, commission, board, or any Co-Op Buyer.

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

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

1.16. 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”.

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

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

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

Bulletin No. 020 is available online at:

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

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

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

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

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

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

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 15 of 59

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

1.21. Work: The totality of the Materials and the Services and all the acts of administration, creation, production, and performance necessary to fulfill and incidental to fulfilling all of

Contractor's obligations and duties under the Contract in conformance with the Contract and applicable laws.

2. Contract Interpretations

2.1. Usage. Where the Contract:

2.1.1. assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a reference to the Contractor and all Subcontractors, whether they are first-tier Subcontractors, sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-consultants, as well as all of Contractor’s and the

Subcontractor’s respective agents, representatives, and employees in every instance unless the context plainly requires that it is a reference only to

Contractor as apart from Subcontractors.

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

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 16 of 59

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

2.2. Contract Order of Precedence

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

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

2.2.2.1. Contract Amendments;

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

(1) Special Terms and Conditions;

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

(4) Scope of Work;

(5) Exhibits to the Scope of Work;

(6) Specifications; and

(7) Any other documents referenced or included in the

Solicitation;

2.2.2.3. Orders, in reverse chronological order; and

2.2.2.4. Accepted Offer.

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 17 of 59

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,

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

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 18 of 59

3.4. Signing of Contract Amendments. Contractor’s counter-signature (or “approval” in the

State’s eProcurement System, in the case of an amendment) is not required to give effect if the Contract Amendment only covers either:

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

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

In every case other than those listed in 3.4.1 and 3.4.2 above, both parties’ signatures

(or “approval” in the State’s eProcurement System in the case of an Amendment) are required to give it effect.

3.5. Click-through Terms and Conditions. If either party uses a web-based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any software based ordering system with respect to the Contract

(each an “Electronic Ordering System”), the parties acknowledge and agree that an

Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract. Accordingly, where an authorized State user is required to “click through” or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering System, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any

Materials or Services, those terms and conditions will also be void.

3.6. Books and Records

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

3.6.2. Usage Information. Additionally, any and all information (including, but not limited to, documentation or Data) related to Eligible Agency and Co-Op Buyer usage retained solely within the Contractor’s system (for example, related to punch-out or Contractor catalog sales) shall be considered public information or information that can be shared with and distributed by the State freely and for any purpose under the State’s government purpose rights detailed in

Section 3 of the Uniform Terms and Conditions [Ownership of Intellectual

Property]. Any modifications to this Contract notwithstanding, the State shall have free use of any and all information related to Eligible Agency or Co-Op

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 19 of 59

Buyer purchasing. Upon request by the State, Contractor shall promptly provide the State with any usage information requested and shall not attempt to limit the State's use in any way.

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

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

3.7. Subcontract

3.7.1. Initial list. At the time of Contract execution, Contractor’s candidate

Subcontractors were identified in Attachment Proposed Subcontractors to the

Accepted Offer [Proposed Subcontractors]. Agreeing to them being included in the Accepted Offer signified Procurement Officer’s advance consent for

Contractor to enter into a Subcontract with each candidate, which Contractor shall do as promptly as necessary to ensure its ability to carry out the Work in a timely manner.

3.7.2. Additional names. Contractor shall not enter into a Subcontract to perform

Work under the Contract, without first obtaining Procurement Officer’s written consent with any prospective Subcontractor that (a) was not listed on the

Attachment Proposed Subcontractors at time of Contract execution or (b) is for any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement

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

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

3.7.3. Flow-down. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 20 of 59 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.

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.

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 21 of 59

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

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 22 of 59 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.

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. By way of reminder, the only grounds on which the Contractor may reject or refuse an Order are those set out in subparagraph 3.8.3 [Orders are Obligatory]. Unless and until Contractor has approved the Order in the State’s eProcurement System, it will have no effect under the Contract and will not oblige either State or Contractor. If the relevant Eligible Agency explicitly instructs at the time that a verbal acceptance https://spo.az.gov/suppliers/usage-reporting

Solicitation No. BPM007086

Statewide Mobile Diagnostic Imaging Services

Arizona Department of

Administration

State Procurement Office

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 23 of 59 is sufficient because of urgency or other unusual circumstances and Contractor duly gives its verbal acceptance, then Contractor will be deemed to have accepted the Order immediately upon commencing performance, provided that, Contractor must follow-up its verbal acceptance by accepting the

Purchase Order electronically in the State’s eProcurement System within three

(3) business days. Contractor shall thereafter…