BPM007731 RFP Solicitation Requirements.pdf

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

Notice Page

Arizona Department of Administration General Services Division 1400 W. Washington St

Phoenix, AZ 85007

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 1 of 46

Solicitation Number: BPM007731

Description: Commercial Modular/Pre-Engineered Buildings

Solicitation Due Date and Time: As indicated in APP

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

Proposals will only be accepted online in the “State’s eProcurement System”, Arizona Procurement Portal (APP), at https://app.az.gov until the “Bid/Offer Due Date” indicated in the “State’s eProcurement System” for the Solicitation No. shown at the top of this page. Proposals must be in the State Procurement Office’s possession online no later than that deadline.

Submit technical inquiries about navigating and/or submitting proposals in the State’s eProcurement System to the State’s eProcurement System Help Desk by phone at (602) 542-7600, option 2; or by email to app@azdoa.gov.

LATE PROPOSALS WILL NOT BE CONSIDERED. No extension or grace period will be given for delays or incomplete proposals caused by internet connectivity problems, file uploading difficulties, or misunderstanding of the requirements or procedures for online submission in the “State’s eProcurement System”.

It is the responsibility of the Prospective Offeror to routinely check the APP website for Solicitation Amendments. Additional instructions for preparing an Offer are included in this solicitation.

Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Solicitation contact person. Requests shall be made as early as possible to allow time to arrange for the accommodation.

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

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

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division 1400 W. Washington St

Phoenix, AZ 85007

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 2 of 46 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 9

Addendum A to the Special Terms and Conditions 36

Uniform Terms and Conditions 10.5 40

Exhibit A – Secondary Contractor Selection for a Project 103

Solicitation Summary

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 3 of 46

Click here to return to the Table of Contents

Solicitation Summary

1. What is the State Soliciting?

The Arizona Department of Administration, General Services Division (the State), as authorized under A.R.S.§ 41-2501 is seeking to establish a Statewide contract to provide Turn-Key Commercial Modular/Pre- Engineered Buildings.

The State is seeking proposals from Commercial Modular/Pre-Engineered Buildings Contractors to be pre-qualified through an as-needed Commercial Modular/Pre-Engineered Buildings Contract. Contractors selected through this RFP, and are awarded a subsequent contract (Commercial Modular/Pre-Engineered Buildings Base Contract) with the State.

Commercial Modular/Pre-Engineered Buildings Contracting consists of up to 2 main elements:

● RFP for qualification determination: This Solicitation (Commercial Modular/Pre-Engineered Buildings Base Contract) will define and formalize the role of the Contractor.

● Secondary Selection Process: The secondary process will be used to make final selection of an Contractor resulting in a Task Order to the Commercial Modular/Pre-Engineered Buildings Base Contract for a specific turn-key Buildings(s) proposal.

The State anticipates awarding multiple Contracts for providing these services, though it reserves the right to issue one or multiple contract awards.

OFFERORS SHOULD READ THE ENTIRE SOLICITATION CAREFULLY.

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: BPM007731 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 A – Secondary Contractor Selection for a Project

2.1.2. Attachment: BPM007731 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

Solicitation Summary

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 4 of 46

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. Key Personnel

2.1.3.3. Letter of Insurability

2.1.3.4. Organization Profile

2.1.3.5. Experience and Capacity Response

2.1.3.6. References

2.1.3.7. Method of Approach

2.1.3.8. Confidential Information Designation

2.1.3.9. Conformance Statements and Exceptions Requests

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. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 5 of 46

Scope of Work

1. Purpose and Background

1.1. The State of Arizona Department of Administration, General Services Division invites sealed proposals for a Developer to provide all transportation, delivery, labor, material, equipment, general conditions, overhead and profit, quality control, and permitting for turn-key Commercial Modular/Pre-Engineered Buildings.

1.2. The purpose of this Commercial Modular/Pre-Engineered Buildings Base Contract is to provide the Developer the ability to be chosen in a secondary selection process to provide a Specific Project Proposal on behalf of the State. Should the State accept the Proposal, the Developer’s Project Proposal may be considered for Award.

1.3. The State is looking for responses for developing the following types of buildings.

● Pre-Manufactured Buildings

● Pre-Engineered Buildings

● Modular Buildings

2. Introduction

2.1. The State is seeking the services of multiple, qualified, Commercial Modular/Pre-

Engineered Buildings Developers that specialize in the design, supply and install services.

2.2. Each company awarded a Commercial Modular/Pre-Engineered Buildings Base

Contract (hereinafter referred to as “Contractor”) will be expected to comply with the terms herein as part of any and all Task Order Project Proposals entered into under this Commercial Modular/Pre-Engineered Buildings Base Contract.

2.3. The State seeks to establish Commercial Modular/Pre-Engineered Buildings

Contracts with Contractor(s) that have an established presence and possess comprehensive knowledge/experience of the principles, techniques, and trends in Commercial Modular/Pre-Engineered Buildings full turn-key supply and install services.

3. RFP Selection Process This RFP is intended to establish a Commercial Modular/Pre-Engineered Buildings Contract.

Respondents will be awarded by committee scoring detailed in Instructions to Offerors, Section

6.1 Evaluation Criteria.

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 6 of 46

4. Secondary Selection Process

4.1. Selection of a Project

4.1.1. The State of Arizona will use a secondary Contractor specific task order selection process (Exhibit A of this solicitation) to select a specific contractor to complete Project Proposal which may lead to an award of a project for the State of Arizona.

4.1.2. The decision of whether to enter into an agreement shall be at the sole discretion of the State of Arizona.

4.1.3. Refer to Exhibit A - Secondary Contractor Selection for a Project for further information.

5. SCOPE REQUIREMENTS

5.1. GENERAL SCOPE

The following is a list of suggested (but not limited to) categories. List all categories you are responding with. The Contract should allow for purchase of buildings as well as rental and or lease.

5.1.1. Portable Buildings

5.1.1.1. Constructed off site, transported to the site in two or more separate units, assembled on site providing one complete unit capable of being disassembled and/or relocated as one unit.

5.1.2. Modular Buildings

5.1.2.1. A building built in three-dimensional sections (or modules) in a factory environment. Smaller sections or modules are constructed separately at the factory using conventional commercial wall, floor roof, and ceiling materials. All major systems including mechanical, electrical, plumbing and finishes are completed prior to shipping and installation at the site in semi-permanent or permanent condition.

5.1.3. Pre-engineered Metal / Hardwall Buildings

5.1.3.1. Structural systems such as clear span rigid frame, modular rigid frame, tapered beam, lean-to and others in standard or long span options. Pre-engineered buildings can be designed to virtually any desired dimension to achieve the optimal design solution for customers building requirements.

5.1.4. Classrooms

5.1.4.1. Portable Classroom solutions, Permanent Education Solutions, Green Education Solutions and Childcare Solutions

5.1.5. Mobile Offices

5.1.5.1. Constructed on a chassis, 12 or 14 feet wide and in lengths up to

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 7 of 46

60 feet. Shall be equipped with interior walls, electrical connections, HVAC and lighting.

5.1.6. Storage Containers

5.1.6.1. Storage containers similar to the ISO intermodal shipping container and capable of being store on site. Normally 20 or 40 feet long and 8 feet wide.

5.1.7. Re-locatable Walkways, Covers and Ramps

5.1.7.1. Constructed of suitable metal material to withstand prolong usage and relocation. Must meet or exceed all ADA requirements.

5.1.8. Fleet Buildings

5.1.8.1. A group of buildings for rental/lease placed into service over a period of years that may not meet the 2006 International Building Code.

5.1.9. Workforce Camps & Workforce Housing

5.1.9.1. Can include Sleeping Accommodations, Dining Facilities, Recreation Complexes and Camp Support

5.1.10. Relocation/Removal Services

5.1.10.1. Existing Modular Buildings relocated to another location statewide.

5.1.10.2. Removal and Disposal of existing Modular Buildings.

5.2. CONTRACTOR REQUIREMENTS

5.2.1. General Requirements

5.2.1.1. Contractor shall utilize means, methods, and techniques that do not destroy the materials to be reused, or to remain the property of the State.

5.2.1.2. Contractor shall furnish drinking water and temporary sanitation facilities for use by construction personnel throughout project duration. Temporary sanitation facilities shall be serviced a minimum of one (1) time weekly.

5.2.1.3. All workers are required to carry valid photo identification while working on this project.

5.2.1.4. Contractor shall provide and maintain material safety data sheets on-site as required for any materials.

5.2.1.5. Contractor shall dispose of all materials or debris in accordance with applicable EPA guidelines.

5.2.1.5.1. Contractor shall at all times keep the project area, including any storage areas used by the Contractor, free from accumulations of waste material or rubbish.

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 8 of 46

5.2.1.5.2. Upon final completion of the Work, Contractor shall immediately remove any rubbish from the premises, tools, and equipment, and all materials not the property of the State.

5.2.1.5.3. Contractor shall leave the work and premises in a clean, neat, and workmanlike condition satisfactory to the Project Manager upon final completion.

5.2.1.6. Services by the Contractor shall include but are not necessarily limited to:

5.2.1.6.1. Bid and award contracts for subcontracts;

5.2.1.6.2. Provide quality controls;

5.2.1.6.3. Bond and insure the construction;

5.2.1.6.4. Address owner concerns;

5.2.1.6.5. Construction project scheduling, coordination and

administering of the construction;

5.2.1.6.6. Shall be fully responsible for the means and methods of construction, project safety and for project completion.

5.2.1.7. Permit Application: Complete any required building permit application and file with authorities having jurisdiction within five days of the Notice of Award.

5.2.1.8. Requirements express or implied for Contractor personnel, subcontracts, and audit shall be inserted into all subcontracts from the prime contractor to the subcontractor.

5.2.1.9. Contractors will be limited to any manufacturers’ certified “Self-

Adhered” Contractors list when applicable.

5.2.1.10. Contractor to monitor noise levels.

5.2.1.11. Contractor shall inspect the site and conduct field measurements prior to bid submittal.

Special Terms and Conditions

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 9 of 46

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 Department of Homeland Security (AZDOHS) Information Security Program:

refers to the policies, procedures, and standards established by AZDOHS to assess and mitigate risks associated with storing, processing, and transmitting State Data. The AZDOHS Information Security Program is based on industry standards and NIST SP 800- 53 Revision 5 guidance published by the National Institute of Standards and Technology

(NIST).

For more information on AZDOHS Information Security Program, see https://azdohs.gov/information-security-policies-standards-and-procedures

For more information on NIST, see https://www.nist.gov/

1.5. Arizona Risk and Authorization Management Program (AZRAMP): is the cybersecurity framework and risk assessment program administered by the Arizona Department of https://azdohs.gov/information-security-policies-standards-and-procedures https://azdohs.gov/information-security-policies-standards-and-procedures https://www.nist.gov/

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 10 of 46

Homeland Security to evaluate Contractors and cloud service products that will transfer, process, or store State Data outside of State-managed or controlled networks.

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

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 11 of 46 security or confidentiality of unencrypted and unredacted computerized personal information maintained as part of a database of personal information regarding multiple individuals.

1.14. Eligible Agency:

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

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

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

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

1.16. GovRAMP: A nonprofit organization and standardized cybersecurity verification framework (formerly known as StateRAMP) that provides independent validation, authorization, and continuous monitoring of cloud service products to ensure compliance with public sector security standards.

1.17. Indefinite Delivery/Indefinite Quantity (ID/IQ) Contract: A contract where the time of delivery and quantities of materials or services are not specified. Instead, the procurement professional determines specific delivery times and ordering quantities during contract performance.

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

1.19. Information Technology: defined in A.R.S. §18-101(6) “…all computerized and auxiliary automated information processing, telecommunications and related technology, including hardware, software, vendor support and related services, equipment and projects.”

1.20. 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”.

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 12 of 46

1.21. Project Investment Justification (PIJ): A standard set of forms and reporting formats to be prepared by a budget unit and submitted to ADOA-ASET to describe an IT project and to identify resources, technologies, benefits, costs, goals, risks, financials, and other key factors, to establish specific milestones for development and implementation of the project.

For more information, see A.R.S. § 18-121, A.R.S. § 18-104, Administrative Code R2-18- 101, and https://aset.az.gov/governance/strategic-oversight-project-investment-justification-pij

1.22. 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/for-agencies/resources-and-documents/procurement-regulations

1.23. 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.

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

1.25. Task Order(s): A document executed for a definite project under an existing ID/IQ Contract to achieve a specific scope of work with defined tasks and milestones. A task order is a purchasing tool and not a solicitation. A task order shall align with the terms and conditions of the ID/IQ Contract and be within the contract scope of work.

1.26. 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 https://aset.az.gov/governance/strategic-oversight-project-investment-justification-pij https://spo.az.gov/for-agencies/resources-and-documents/procurement-regulations

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 13 of 46 instance unless the context plainly requires that it is a reference only to Contractor as apart from Subcontractors.

2.1.2. uses the permissive “may” with respect to a party’s actions, determinations, etc., the terms is to be interpreted as in A.A.C. R2-7-101(32) [Definitions]. For clarity of intent, any right given to State using “State may” or a like construction denotes discretion and freedom to act so far as any regulatory or operative constraints permit in the relevant circumstances, provided that: (a) where written “may, at its discretion,” the discretion extends to whatever is most advantageous to State; and (b) where written only as “may,” the discretion is constrained by what is fair, reasonable, and as accommodating of the respective best interests of both parties as practicable under the circumstances;

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

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

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

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

2.2. Contract Order of Precedence

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

2.2.2. Conflicts. In case of any inconsistency, conflict, or ambiguity among the documents forming the Contract and their provisions, they are to prevail in the following order, descending from most dominate to most subordinate, provided that, among categories of documents or provisions having the same rank, the document or provision with the latest date prevails. Information being identified

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 14 of 46 in one document, but not in another, is not to be considered a conflict or inconsistency.

2.2.2.1. Contract Amendments;

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

(1) Special Terms and Conditions;

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

(4) Scope of Work;

(5) Exhibits to the Scope of Work;

(6) Specifications; and

(7) Any other documents referenced or included in the

Solicitation;

2.2.2.3. Orders, in reverse chronological order; and

2.2.2.4. Accepted Offer.

2.2.3. Attachments and Exhibits. For clarity of intent, if an item was an Attachment in the Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was subsequently made into an Exhibit, or its content was incorporated into one of the other Contract documents, then that Attachment no longer exists contractually as an “Attachment” since it has at that point been made into some other Contract document. In every other case, an Attachment and the Offeror Data therein remain part of the Accepted Offer for purposes of precedence and contractual effect.

3. Contract Administration and Operation

3.1. Term of Contract. The term of the Contract will commence on the date indicated on the Offer and 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

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 15 of 46

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.

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

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 16 of 46 conditions in using an Electronic Ordering System, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any Materials or Services, those terms and conditions will also be void.

3.6. Books and Records

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

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

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

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

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

3.7. Subcontract

This contract DOES allow for work to be subcontracted based upon the procurement officer’s approval of the subcontractor in alignment with a mutually agreed upon Task Order.

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 17 of 46

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.

3.8.6. Approval of IT Orders: Orders are subject to approvals required for the purchase of Information Technology Systems under A.R.S. § 18-121, A.R.S. § 18-104, A.A.C. R2-18-101, and A.A.C. R2-18-201, such as for Project Investment Justification (PIJ), Information Technology Authorization Committee (ITAC), and Independent Verification and Validation (IV&V).

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.

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 18 of 46

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 delivered or installed or Services performed at locations not contemplated in the contracted pricing (e.g. delivery to a location outside Arizona).

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

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 19 of 46

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

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 20 of 46

Contractor must follow-up its verbal acceptance by accepting the Purchase Order electronically in the State’s eProcurement System within three (3) business days. Contractor shall thereafter be barred from subsequently rejecting the Order in the State’s eProcurement System and if it does so the rejection will be void.

3.10.6. Contractor shall acknowledge each Order from Co‑Op Buyers in conformance with each Co-Op Buyer’s instructions given at the time of ordering or in any supplemental participating agreement Contractor might have with them. Orders from Co‑Op Buyers create no obligation on State’s part, since they are entirely between the Co-Op Buyer and Contractor. That notwithstanding, Contractor’s obligation under the Contract is to service Co-Op Buyers commercially as though they were with an Eligible Agency, and Contractor’s refusal to do so would be a material breach of the Contract.

3.11. Multiple-Use Provisions. Eligible Agencies may issue Orders for Services in several forms, all of which become final and effective by a Purchase Order in the State’s eProcurement System. Orders issued by Co-Op Buyers will be in whatever form the Co-Op Buyer normally uses. Regardless of origin, Orders must cite the State contract number to be valid. State may, at its discretion in each instance, determine the scope, schedule, and price for each Order in any of the following ways:

3.11.1. By choosing some or all of the Materials or Services items covered by the Contract for which a price is established in the Contract, then preparing an Order using those prices (e.g. filling out an order form), and sending it to the Contractor;

3.11.2. By instructing Contractor to provide a comprehensive proposal of item quantities, combinations, etc., or services hours, personnel, etc., for a defined scope using those established prices as a basis, then validating and negotiating the proposal with Contractor and issuing an Order if and when reaching agreement;

3.11.3. As described in 3.11.2 above but requesting the proposal from both Contractor and other vendors who are contracted within the applicable scope categories and locations, either sequentially or concurrently, then selecting the proposal or proposals combination that is most advantageous to State; or

3.11.4. As described in 3.11.3 above but introducing ad-hoc commercial competition by making the selection and ordering conditional on obtaining more favorable prices than the contractually-established ones.

3.12. Work on State Premises

3.12.1. Compliance With Rules. Contractor is responsible for ensuring that its personnel comply with State’s rules, regulations, policies, documented practices, and documented operating procedures while delivering or installing

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 21 of 46

Materials or performing Services on State’s grounds or in its facilities. For clarity of intent, the foregoing means that if Contractor is required to comply with certain security requirements in order to deliver, install, or perform at that particular location, then it shall do so nonetheless and without entitlement to any additional compensation or additional time for performance if those particular requirements are not expressly stated in the Contract. Contractor is reminded that violation of the prohibition under A.R.S. § 13-1502 against possession of weapons on State’s property by anyone for whom Contractor is responsible is a material breach of contract and grounds for termination for default.

3.12.2. Protection Of Grounds And Facilities. Contractor shall deliver or install the Materials and perform the Services without damaging any State grounds or facilities. Contractor shall repair or replace any damage it does cause promptly and at its own expense, subject to whatever instructions and restrictions State needs to make to prevent inconvenience or disruption of operations. If Contractor fails to make the necessary repairs or replacements in a timely manner, State will be entitled to exercise its remedies under paragraph 8.5 of the Uniform Terms and Conditions [Right of Offset].

3.13. Transitions

3.13.1. During commencement, Contractor shall attend transition meetings with any outgoing suppliers to coordinate and ease the transition so that the impact on State’s operations is kept to a minimum. State may elect to have outgoing suppliers complete some or all of their Work or Orders in progress, even if that Work could be covered under the incoming supplier’s Contract. Conversely, the State may have a continued need for the same Materials and Services upon expiration or earlier termination of the Contract. Accordingly, Contractor shall work closely with any incoming supplier and State to ensure as smooth and complete a transition transfer as is practicable.

3.13.2. Eligible Agency or Co-Op Buyers representative will coordinate all transition activities and facilitate joint development of a comprehensive transition plan by both Contractor and the incoming supplier. As with the incoming transition, State may permit Contractor, when Contractor is outgoing, to complete work or orders in progress to ease the transition as is safest and most efficient in each instance.

4. Costs and Payments

4.1. Type of Pricing. Offeror shall include only firm, fixed pricing in the Offer.

4.2. Contractor’s Best Pricing. Contractor warrants that, for the term of the Contract, the prices and discounts set out in the APP Items (F) tab shall be equal to or better than the lowest

Solicitation No. BPM007731 Commercial Modular/Pre-Engineered Buildings

Arizona Department of Administration General Services Division

Solicitation Requirements (RFP) | Revision No. 10 | Revised 06-26 | Page 22 of 46 prices and largest discounts, both separately and in combination, at which Contractor sells equivalent services, items of equipment, and materials.

4.2.1. That price-plus-discount equivalence (“Contractor’s Best Pricing”) is intended to be irrespective of whether or not those other sales have special purchase terms, conditions, rebates, or allowances.

4.2.2. If Contractor’s Best Pricing for equivalent services, items of equipment, and materials is better than the Contract…