Consolidated_Documents_Amendments__SOW__TC__STC.pdf

Solicitation Amendment 1 Arizona Department of

Administration State Procurement Office

100 N. 15th Avenue, Suite 402 Phoenix, AZ 85007

Solicitation No.

BPM001998

Data Management Services

Date: 11/08/2019

ACKNOWLEDGEMENT AND AUTHORIZATI

This amendment shall be fully executed upon the electronic approval in the State e-Procurement system by an authorized representative of the Contractor and applied to the contract in the State e-Procurement system by the Procurement Officer or delegate.

Solicitation Amendment 1 Available online at app.az.gov Page | 1

In accordance with R2-7-B303, Solicitation Amendment, the solicitation BPM001998 is amended as follows:

1. The bid due date is hereby extended from November 13, 2019, 3 PM MST to November 20, 2019, 3 PM

MST.

2. Solicitation Document BPM001998_Data_Management_Services_PART_2_RFP, SECTION 2-A: Scope of Work, Section 16.0 Exhibits is revised to add the following language:

16.3 Section 2-A Exhibit C – Non Disclosure Agreement (uploaded as a separate document).

3. Solicitation Document Section 2-A Exhibit C – Non Disclosure Agreement is attached hereto.

4. Solicitation Document BPM001998_Data_Management_Services_PART_2_RFP SECTION 2-C: Special Terms and Conditions, 7.4 Licenses and Permits is revised to add the following language:

7.4 Contractor warrants that it will maintain all licenses required under paragraph 3.7 [Contractor Licenses] and all required permits valid and in force.

ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED

https://app.az.gov/

Request for Proposal Solicitation No.

BPM001998

Description:

Data Management Services

Arizona Department of

Administration

State Procurement Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

PART 2 of the Solicitation Documents

Template version 4.0 (16-NOV-2018)

Table of Contents

Page 1 of 56 2 A v a i l a b l e o n l i n e a t A P P . A Z . g o v

Part 2: Scope, Pricing and Terms and Conditions

Table of Contents

SECTION 2-A: Scope of Work

SECTION 2-A: Exhibit A- Task Order Template

SECTION 2-B: Pricing Document

SECTION 2-C: Special Terms and Conditions

SECTION 2-D: Uniform Terms and Conditions https://procure.az.gov/bso/

BPM001998

Description:

Data Management Services

Arizona Department of

Administration

State Procurement Office

Template version 4.0 (16-NOV -2018)

SECTION 2-A: Scope of Work

Page 2 of 56 2 A v a i l a b l e o n l i n e a t A P P . A Z . g o v

SECTION 2-A: Scope of Work

1.0 Purpose: In an effort to streamline processes, achieve greater efficiency, and improve overall compliance with State contract requirements, The State of Arizona (hereinafter referred to as State), is seeking proposals from organizations capable of providing services related to data and data management activities, initiatives and projects as determined, for any State of Arizona department, agency, university, commission, or board (hereafter referred to as Eligible Agencies), and Co-Op Buyers (collectively referred to as Customer).

2.0 Background/Mission

2.1. Background: The State has an ongoing need for one or more contractors to provide services related to data and data management activities, initiatives and projects as determined on an agency-by-agency, project-by-project basis. The State will consider bidders that demonstrate substantial expertise and capabilities in one or more of the following areas:

2.1.1. Data Management and governance;

2.1.2. Data Solution Consulting, Architecture, Support and Development;

2.1.3. Data Science, Business Intelligence, Analytics and Artificial Intelligence Consulting, Architecture, Support and Development; and

2.1.4. Geospatial Data.

3.0 Actual Service Description:

3.1. Projected Awards: It is the intent of the State to award a multiple contracts for the required services that will provide support for all Eligible Agencies and Co-Op Buyers (Customers). Each selected contractor may have different areas of specialization, skill sets or capabilities. The contract will be established with an initial contract term of three (3) year with up to two (2) one year extension options.

3.2. Projected Utilization: This contract will be used on an as-needed basis; the State makes no guarantee as to actual spend under the resultant contract.

4.0 Definitions:

4.1. Qualified personnel: means personnel who meets the basic education, experience and continuing education requirements

4.2. Business Day: A business day typically refers to any day in which normal business operations are conducted.

4.3. Business Hours: This is generally considered to be Monday through Friday from 8 a.m. to 5 p.m. local time and excludes weekends and State holidays.

4.4. Deliverables: A deliverable is a tangible or intangible good or service produced as a result of a project that is intended to be delivered to a customer.

4.5. Milestones: Milestones are tools used in project management to mark specific points along a project timeline.

4.6. Task Order (TO): means an order for services placed against an established contract.

BPM001998

Data Management Services

Arizona Department of

Administration

State Procurement Office

SECTION 2-A: Scope of Work

Page 3 of 56 2 A v a i l a b l e o n l i n e a t : A P P . A Z . g o v

5.0 General Requirements:

The Contractor shall

5.1. Be familiar with data privacy laws and standards, including working knowledge and applicability of Federal HIPAA, FERPA and CJIS regulations and comply with:

5.1.1. All requirements, in their entirety, as described in the statewide enterprise architecture, and statewide Information Technology security policies, standards and procedures:

https://aset.az.gov/resources/policies-standards-and-procedures including all applicable State and Federal laws and regulations.

5.2. Provide qualified personnel that possess up-to-date CDMP, EDMA or other certifications appropriate to the task order;

5.2.1. Ensure that the personnel is experienced with state government and other public sector consulting engagements in the Data Management Space

5.2.2. Ensure that the Contractor Personnel is available during regular business hours.

a.) Additional work hour constraints may be specified in individual work orders.

5.3. Work closely with other staff or Customer-designated individuals, companies or contractors responsible for the successful completion of a Project.

5.4. Keep open and regular channels of communication with the Customer in order to ensure the successful execution of TO under this Contract.

5.4.1. Communicating any potential problem or issue to Customer’s Project Lead, within (2) two business days of becoming aware of the problem.

5.5. Maintain the necessary physical and technology security controls (including but not limited to the encryption of data in transit and at rest using certificates and keys provided and managed by the Customer’s Project Leader) to ensure that Customer data is secure from disclosure to or access by unauthorized parties.

5.6. Ensure the quality of work products through quality control reviews. The quality control approach, including checklists, must be approved by the Customer.

5.7. Not store Customer data on its servers, storage systems, laptops or any portable storage devices.

5.8. Not remove copies of Customer data in any form from Customer premises without written authorization.

5.9. Ensure that work shall be the property of Customer and shall be treated as confidential.

5.10. Complete a non-disclosure agreement prior to commencement of work, when requested.

5.11. Disclose any actual or possible conflict of interest with respect to the services that Customer renders to its customers. It is the obligation of the Contractor to inform Customer of financial interests with service offers and contractors at any time during the Contract.

5.12. Maintain a document library in a location to be approved by the Customer, including relevant emails, memos, and other documents that provide a comprehensive audit history of the project.

5.12.1. Provide customer with access to this document library during the project and upon completion of the project.

5.13. Participate in face–to-face or teleconference meetings, as needed, with the Customer project team, and other ad hoc groups formed to facilitate completion of the project.

https://aset.az.gov/resources/policies-standards-and-procedures

BPM001998

Data Management Services

Arizona Department of

Administration

State Procurement Office

SECTION 2-A: Scope of Work

Page 4 of 56 2

6.0 Data Management and Governance Requirements:

6.1. Review, assess and measure data management maturity using the CMMI Data Management Maturity Model (DMM) as a framework or other framework specified by the Customer;

6.2. Make recommendations on the roadmap agencies should take to establish data management best practices, and provide methodology and measurement metrics to continuously measure progress;

6.3. Train and educate staff on data management best practices using the DMM and the Data Management Body of Knowledge (DMBoK) published by the Data Administration and Management Association (DAMA) as a framework. This training should be sufficient in scope to enable qualified attendees to satisfy the requirements for certification exams;

6.4. Assist customers in the implementation of data management tools and establish sustainable business processes to support the data management function;

6.5. Consult with Customer on the organizational elements of a data management program and collaborate with the Human Resources Division to assist with the development of roles, job descriptions and performance metrics;

6.6. Recommend and draft policies, standards and operational procedures;

6.7. Train Customer staff to gain a working knowledge of DMM and to perform DMM assessments and appraisals.

7.0 Data Solution Consulting, Architecture, Support and Development Requirements

7.1. Maintain high quality standards and deliver:

7.1.1. Data quality initiatives, including measurement, data cleansing, data profiling and stewardship;

7.1.2. Data security, including data classification methodologies, tools and metadata repositories;

7.1.3. Data privacy, including working knowledge and applicability of HIPAA, FERPA and CJIS regulations;

7.1.4. Design, deliver and support reliable reference and master data management;

7.2. Migrate data into a hyper scale cloud services provider’s SaaS (Software as a Service) or PaaS (Platform as a Service) solutions.

7.3. Migrate data into a solution that is installable in a State Owned hyperscale IaaS (Infrastructure as a Service) account.

7.4. Provide expertise, development and implementation of Machine Learning technologies for the purposes of data classification, matching, and anonymization.

7.5. Possess and apply knowledge of:

7.5.1. Data architecture and data modeling management, including data architecture and modeling best practices in an Agile development environment and within the system

BPM001998

Data Management Services

Arizona Department of

Administration

State Procurement Office

SECTION 2-A: Scope of Work

Page 5 of 56 2 development life cycle;

7.5.2. Data operations management including disaster recovery planning, data acquisition, data integration, data retention best practices in a state government environment, and data life cycle documentation;

7.5.3. Data warehouses, data lakes, “big data” initiatives, including data virtualization, implementation and data migration;

7.5.4. IoT data gathering and storage initiatives, including architecture, selection of relational and alternative architectures;

7.5.5. Data integration, including data migration, deduplication, entity resolution, master data management and reference data management;

7.5.6. Metadata management including business glossary and data catalog initiatives;

7.5.7. Inter-agency or intra-agency data exchange initiatives including, without limitation, data standards, design, architecture, API development, data mapping, protocols, data conversion and related documentation;

7.5.8. Implementation of data exchanges using the National Information Exchange Model (NIEM).

8.0 Data Science, Business Intelligence, Analytics and Artificial Intelligence Consulting, Architecture, Support and Development Requirements

8.1. Provide business intelligence, reporting, analytics, dashboards, data visualization, data mining;

8.2. Develop, implement and provide third-party review of analysis algorithms, Artificial Intelligence algorithms, models, results and data sources;

8.3. Provide expertise, development and implementation of data science services utilizing open source libraries and technologies.

8.4. Provide expertise, development and implementation of data science services utilizing Python and/or R based technologies.

9.0 Geospatial Data

9.1. Be able to analyze and manipulate spatial data to find and visualize patterns, trends and relationships;

9.2. Be capable to visualize geospatial data as layers on a map;

9.3. Have a clear understanding of coordinate systems, projections, datum’s and transformations and the ability to manage data with a spatial component while maintaining data accuracy and precision;

9.4. Possess knowledge of conversion of data between multiple formats, including KMZ, Shapefile, Geodatabase, RDBMS, CSV, JSON etc.

BPM001998

Data Management Services

Arizona Department of

Administration

State Procurement Office

SECTION 2-A: Scope of Work

Page 6 of 56 2

9.5. Have extensive understanding of Geoprocessing tasks and capability to implement repeatable and verifiable workflows;

9.6. Possess knowledge of Federal Geospatial Data Committee (FGDC) Geospatial Standards.

10.0 Task Order (TO) Engagement Process

The Contractor shall:

10.1. Make sure the Contractor’s approach to perform the TO is defined, documented and approved by the Contractor and Customer’s Project Leader prior to Project starting.

10.1.1. Engage in task order process once a TO for a specific set of deliverables is fully executed.

10.1.2. Be expected to commence work on the task within the time frame specified within the TO.

10.2. Unless one or more of the following requirements are waived under the terms of a TO, the following shall be performed by the Contractor, as directed by the Customer:

10.2.1. Manage the Project;

10.2.2. Develop a Project management plan and provide status updates verbally and in the form of a written report on a frequency to be specified in the TO;

10.2.3. Use formal and structured project management practices in accordance with the Project Management Institute (PMI) methodologies;

10.2.4. Develop and maintain a detailed project management work plan;

a.) The work plan shall be in a format approved by the Customer, and the work breakdown structure (WBS) detail must be approved by the Customer.

10.2.5. Confer with the Customer Project Leader and Steering Committee;

10.2.6. Participate in regularly scheduled project Steering Committee meetings, if applicable; and

10.2.7. Provide the Project Leader with status reports on a frequency to be specified in the TO.

10.3. Ensure that the final format and content is approved by the Customer, and shall include the following information:

10.3.1. Work completed within the reporting period – describes tasks accomplished within the reporting period and the status of associated work products;

10.3.2. Work in progress – describes activities currently underway;

10.3.3. Schedule Status – compares completed tasks and work products against those scheduled to date, and includes explanations of schedule variances and recommendations for mitigating the variances;

10.3.4. Work to be completed – describes activities and deliverables, contained in the work plan, which are expected to be completed within the next reporting period;

10.3.5. Issues, risks, problems and resolutions – highlights key issues and concerns which may need to be prioritized and addressed by the Contractor and the Customer Project Leader a.) Resolutions to previous problems will be reported, as well as mitigation recommendations to new problems and risks;

10.3.6. Open deliverables – an ongoing list of documents and information requested of Customer and needed to complete the project;

10.4. Act in accordance with all TO requirements, and

BPM001998

Data Management Services

Arizona Department of

Administration

State Procurement Office

SECTION 2-A: Scope of Work

Page 7 of 56 2

10.4.1. Comply with the TO requirement if a Contractor to use internal resources to fulfill the order and may restrict the Contractor from subcontracting work to a third party.

10.5. Conduct its work from facilities deemed appropriate by Customer for each task and deliverable.

10.5.1. TOs shall specify which work may be performed remotely and mandate that work be conducted within the United States of America.

11.0 Work Product Acceptance Criteria

11.1. Review and validate work products prior to final acceptance.

11.2. Ensure that work product acceptance criteria consist of the following:

11.2.1. Work completed as specified and the final work product or service was rendered.

11.2.2. Plans, schedules, designs, documentation, and reports were completed as specified and approved.

11.2.3. All work product documentation and artifact gathering have been completed.

11.2.4. All work products are in a format useful to and approved by Customer.

11.3. Signed acceptance is obtained from the Customer’s Project Leader before invoices are submitted for payment.

12.0 Contractor Roles, Responsibilities, and Obligations

12.1. The Contractor shall

12.2. Designate a person to whom all project communications will be addressed and who has the authority to act on all aspects of the contract for services.

12.3. This person shall be responsible for the overall project and will be the contact for all invoice and Contractor staffing issues.

12.4. The Contractor shall exert its best efforts to maintain staff continuity and subject matter experts throughout the life of the Contract. If, however, a substitution becomes necessary, the Contractor must submit a resume for review in advance of all proposed personnel substitutions. All Contractor personnel substitutions must be approved by the Customer’s Project Leader. Failure to receive the required approvals may result in termination of the contract and/or cancellation of a work order award.

13.0 Customer (Eligible Agencies and Co-Op Buyers) Responsibilities:

Eligible Agencies will:

13.1. Engage contractors by issuing a TO for a specific set of deliverables.

13.1.1. TO’s shall be within the realm of Data Management and will include, but not be limited to, the categories of deliverables stated above.

13.1.2. The deliverables, project requirements, time frames, service levels and other requirements

BPM001998

Data Management Services

Arizona Department of

Administration

State Procurement Office

SECTION 2-A: Scope of Work

Page 8 of 56 2 will be specified in the TO (Exhibit A).

13.1.3. Send the TO to one (1) or more contractors;

a.) A Task Order for any projects or investments expected to exceed hundred thousand dollars ($100,000) in cost are sent out to a minimum of three contractors;

13.1.4. Establish and incorporate appropriate indemnification and insurance requirements into the TO request.

13.2. Solicit all work to be performed under this contract to one or more Contractors via the following process:

13.2.1. Engaging contractors will start by issuing a TO for a specific set of deliverables;

13.2.2. Award each individual engagements using a TO process; and

13.2.3. Ensure that the TO template is always used by the Eligible Agencies.

a.) Cooperative Members may use a similar template.

13.3. The selection of contractors will depend upon:

13.3.1. The contract terms;

13.3.2. The required skills and capabilities;

13.3.3. Pricing; and

13.3.4. Other factors in the contract.

13.4. Identify and provide access to:

13.4.1. Subject Matter Experts (SME) - to contribute knowledge, strategic plans, data, financial, product and service information.

13.4.2. The Customer’s Project Leader-a designated contact person to whom Contractor communications will be addressed; and who

13.4.3. Will serve as the Contractor’s primary point of contact review and approve Contractor’s staffing and time allocations for the Contract and request reasonable changes to facilitate the administration of the project.

13.5. Ensure that reasonable resources are available to perform assigned tasks, attend meetings, provide data and answer questions.

13.6. Provide reasonable and necessary work areas, meeting rooms, phone, copy, fax, network connectivity and general office furnishings when Contractor is on site.

13.7. Provide access to business and technical documents requested by the Contractor (as determined necessary by the State) for the Contractor to complete the project tasks.

13.8. Exert its best efforts to ensure that decisions are made in a timely manner.

14.0 Reporting Requirements

14.1. Make accessible to all Eligible Agency and Co-Op Buyer users minimum of the following reports:

14.2. Upon request from Eligible Agencies, prepare reports and summaries in accordance with State guidelines and in the format approved by the Requester as specified in the TO

14.3. Prepare ad hoc reports, as requested, and in a format approved by Customer.

15.0 Contractor Staff Responsibilities and Qualification

The Contractor shall provide the following staff

BPM001998

Data Management Services

Arizona Department of

Administration

State Procurement Office

SECTION 2-A: Scope of Work

Page 9 of 56 2

15.1. Project Manager: Contractor shall assign a Project Manager as the day-to-day contact that will have the primary responsibility of:

15.1.1. Responding to all contract issues,

15.1.2. Coordinating the efforts of Contractor’s staff, and will

15.1.3. Be responsible for all aspects of project management including, but not limited to, the initial planning, implementation, progress tracking, and completion of projects.

15.1.4. Respond to issues, inquiries, and all written correspondence within one (1) business day.

15.2. Project Specific Support Team: Contractor shall assign a team of professionals to perform the services required under the TO and keep that team available to the project for the duration of the Contract.

15.3. Provide a thirty (30) day advance written notice to the State of any planned change in the primary Project Manager.

15.3.1. Any individual assigned to the project who does not perform assigned duties in a manner satisfactory to the State shall be removed or replaced by Contractor within twenty-four (24) hours.

16.0 Exhibits:

The following Exhibit applies to the Scope of Work:

16.1. Section 2-A Exhibit A –Task Order Template

16.2. Section 2-A Exhibit B – Business Associate Addendum (uploaded as a separate document)

BPM001998

Data Management Services

Arizona Department of

Administration

State Procurement Office

SECTION 2-A: Scope of Work

Page 10 of 56 2

SECTION 2-A: Exhibit A- Task Order Template

1.0 Task Order (TO)

1.1. This Task Order is governed by contract [insert contract number] between [Eligible Agency] and

[Contractor]. In the event of a conflict between the terms in this Task Order, including Contractor's Task Order Response, and the terms of contract [insert contract number], the terms of contract [insert contract number], shall prevail.

2.0 Background

2.1. [Provide background for the Task Order, outline why the contractor team would want to work on this and who the major user groups would be]

3.0 Definitions (If applicable)

4.0 Performance Objectives

4.1. [Use this section to outline Objectives for the Task Order. Objective summarizes the Product feature in light of vision of the product and high-level technical functions, high-level business functions, Primary end-users and their high-level needs (if applicable), the development approach and description of systems to be used (if applicable), ongoing process for evaluating and determining changing scope]

5.0 Scope [Provide scope of work for Task Order]

The Contractor shall:

5.1. [Include the technical and related project management activities such as but not limited to:

Tasks that the contractor must successfully perform, Operational requirements that must be met while the contractor performs, Generalized administrative requirements and any other terms and conditions, etc.]

6.0 Constraints (If applicable)

6.1. [Provide technical constraints here]

7.0 Roles and Responsibilities

The Contractor shall:

7.1. [Add specific roles here]

8.0 Key Personnel - Skills and Knowledge

8.1. [Add specific skills and knowledge required here]

9.0 Timeline

10.0 Deliverables

The Contractor shall:

10.1. Provide the following deliverables within the designated timeframes:

Required Deliverable Due Dates Description of deliverable

11.0 Review and Acceptance (If applicable)

11.1. [Add specific details applicable to review of deliverables and acceptance process]

BPM001998

Data Management Services

Arizona Department of

Administration

State Procurement Office

SECTION 2-A: Scope of Work

Page 11 of 56 2

12.0 Reporting (If applicable)

12.1. [Add specific details applicable here]

13.0 Insurance Requirements

13.1. [Verify that the Contractor possess proper Insurance coverage. Insurance Modules can be obtained here:

https://staterisk.az.gov/sites/default/files/documents/files/State%20Risk%20Management%20Insurance% 20%20Indemnification%20Modules%20-%20Current.pdf#overlay-context=insurance/forms ]

14.0 Payment

[Total Cost is an all-inclusive, not to exceed, project price with all estimated hours by designate personnel and project-related costs].

14.1. The fixed amount shall be inclusive of any fees for the use of any third party products or services required for use in the performance of this Task Order under the contract [insert contract number].

15.0 Travel

15.1. [Add specific details applicable here]

16.0 Task Order Amendment

16.1. Any material changes to the project, including all changes requiring the addition of funds, shall require a mutually executed Task Order Amendment.

17.0 Task Order Term

17.1. This Task Order shall be effective on [insert start date] through [insert anticipated end date], unless extended In accordance with the Special Terms Conditions, of the underlying contract [insert contract number].

BY SIGNING THIS FORM ON BEHALF OF THE CONTRACTOR, THE SIGNATORY CERTIFIES HE/SHE HAS AUTHORITY TO

BIND THE CONTRACTOR TO THIS CONTRACT:

FOR AND ON BEHALF OF THE [Eligible Agency]: FOR AND ON BEHALF OF THE [Contractor]:

Authorized Person Signature Authorized Person Signature

Printed Name Printed Name

Title Title

Date Date

Contract Number Contract Number

End of Section 2-A https://procure.az.gov/bso/ https://staterisk.az.gov/sites/default/files/documents/files/State%20Risk%20Management%20Insurance%20%20Indemnification%20Modules%20-%20Current.pdf#overlay-context=insurance/forms https://staterisk.az.gov/sites/default/files/documents/files/State%20Risk%20Management%20Insurance%20%20Indemnification%20Modules%20-%20Current.pdf#overlay-context=insurance/forms

BPM001998

Data Management Services

Arizona Department of

Administration

State Procurement Office

SECTION 2-B: Pricing Document

Page 12 of 56 2

SECTION 2-B: Pricing Document

1.0 COMPENSATION

1.1. Compensation Method- Contractor will be compensated based on the final detailed written quote approved by the State. Pricing shall not exceed the rates indicated on the Pricing Document.

2.0 PRICING

2.1. CONTRACTOR’S BEST PRICING. Supplier warrants that, for the term of the Contract, the prices and discounts set out in ATTACHMENT 4 Pricing Document, including any subsequent agreed amendment to it (the “Contract Pricing”), will be equal to or better than the lowest prices and largest discounts, both separately and in combination, at which Contractor sells equivalent services, items of equipment and materials.

2.1.1. 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.

2.1.2. If Contractor’s Best Pricing for equivalent services, items of equipment and materials is better than the Contract Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor’s Best Pricing for all sales related to the Contractor made after the date when the Contractor’s Best Pricing was first better than the Contract Pricing.

2.1.3. For clarification of intent, that date is intended to be the date when the difference first occurred, which might have been before the difference was first identified. If it was before, then Supplier agrees to charge at less than the Contract Pricing until the extended difference that would have been realized (i.e., if the Contractor’s Best Pricing had been applied when it should have been) has been settled.

2.2. Pricing-All-Inclusive: Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the Scope of Work and all aspects of Contractor’s offer as accepted by State. Details of service not explicitly stated in the Scope of Work or in Contractor’s Offer, but necessarily a part of, are deemed to be understood by Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs and profit and any other costs toward the accomplishment of the requirements in the Contract are included in the pricing provided.

2.3. Price Adjustment

2.3.1. Original Price: The original price shall remain the same for the contract term. The State Procurement Office may review a fully documented request for a price increase only on the anniversary or renewal date of the contract. The requested increases shall be based upon a cost increase to the Contractor that was clearly unpredictable at the time of the offer and is directly correlated to the price of the product/service contractually covered.

a.) The request shall be submitted from 90 to 120 days prior to the anniversary or renewal date of the contract and shall be a factor in the extension review process.

b.) Failure to submit the request within the stated timeframe and/or failure to supply adequate information with the request may result in the State not considering the request.

c.) The State, at its sole option shall determine whether the requested price adjustment or an alternative option is in the best interest of the State. Approval shall be in the form of a contract amendment, and shall become effective on the date specified in the amendment. Upon approval by the State, the Contractor shall make available all electronic and hard copy catalog/price list updates to all eligible using agencies at no additional cost to the State.

d.) The price adjustment, if approved, will be effective upon the effective date of the contract extension.

e.) The State Procurement Office may review a fully documented request for a price increase only after the contract has been in effect for three (3) years. A price increase adjustment shall only be considered at the time of a contract extension and shall be a factor in the extension review process. The State Procurement Office shall determine whether the requested price increase or an alternate option is in the best interest of the State.

2.4. Price Reductions: Price reductions may be submitted to the State for consideration at any time during the contract period. The Contractor shall offer the State a price reduction on the contract product(s) concurrent with a published price reduction made to other customers. The Contractor shall make a written request for a price reduction which the State may accept, at the State’s sole option.

BPM001998

Data Management Services

Arizona Department of

Administration

State Procurement Office

SECTION 2-B: Pricing Document

Page 13 of 56 2

2.5. ADDITIONAL CHARGES:

2.5.1. Any charges or fees not delineated in the Contract may not be added, billed, or invoiced under the Contract.

3.0 Travel.

3.1. Travel Time, shall mean hourly rates applicable to eligible travel costs for services requested by the Customer. Travel Time shall include mileage and eligible travel costs. Eligible travel costs shall be allowable on each assignment where the assignment location is greater than 50 miles from the personnel's primary place of business or last work assignment, as agreed to in advance by the Contractor and the Customer.

3.1.1. Contractor shall get written approval prior to any travel under the Contract in which reimbursement of expenses will be requested. Contractor will be reimbursed for actual expenses incurred in accordance with the current rates specified in State’s Travel Policy.

3.2. When requested, in writing, from the eligible agency to perform work that requires overnight accommodations, the eligible agency will reimburse the Contractor in accordance with the current rates and provisions specified in the Rules and Regulations applicable to State employee's travel. The Contractor shall itemize and invoice all per diem and lodging charges.

3.2.1. State Travel Policy, including State rates, may be located at https://gao.az.gov/travel .

3.2.2. The Customer shall reject any claim for travel reimbursement without prior written approval.

4.0 FUNDING

4.1. No particular funding considerations apart from paragraph 4.3 of the Uniform Terms and Conditions [Availability of Funds] have been identified as of the Solicitation date.

5.0 INVOICING

5.1. The Contractor will invoice the State for all projects according to the manner assigned for the type of project in this solicitation. All invoices will contain the contract number, contract name, project number, purchase order number, equipment utilized, labor hours, labor rate, materials supplied, Contractor's name and address, a copy of Work Order authorizing work and the name of the Contractor's representative to contact concerning billing questions.

5.2. MINIMUM INVOICE REQUIREMENTS. Every invoice must include the following information:

Item Required

Bill-to name and address

Contractor name and contact information

Remit-to address

State contract number

Order number (typically the The State’s e-Procurement System

PO #)

Invoice number and date

Contract line item number

Contract line item description

Quantity delivered or performed

Line item unit of measure

Item price

Extended pricing

Total invoice amount due

5.3. NO INVOICE WITHOUT AUTHORIZATION. Contractor shall not seek payment for any:

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

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

5.3.3. Materials or Services that are the subject of a Contract Amendment that has not been fully signed.

5.4. PRE-INVOICE REVIEW. Shortly before Contractor is scheduled to submit each invoice, the parties’ representatives shall meet informally to review any issues relevant to that upcoming invoice so that the formal invoice process is thereby facilitated and made more efficient.

5.5. SUBMITTING INVOICES. Contractor shall submit an invoice to the ordering Eligible Agency or Co Op Buyer using the form and/or process provided or required by the Customer (Eligible Agency or Co-Op Buyer).

Every invoice must be signed by Contractor’s authorized representative and accompanied by all supporting information and documentation required by the Contract and applicable laws.

5.6. DEFECTIVE INVOICES. Without prejudice to its other rights under the Contract or further obligation to

Contractor, the State may, at its discretion, reject any materially defective invoice.

5.6.1. The State will notify Contractor within 5 (five) business days after receipt if it determines an invoice to be materially defective.

a.) Invoices will be deemed automatically rejected upon delivery if they:

b.) are sent to an incorrect address;

c.) do not reference the correct State contract number; or d.) Are payable to any Person other than the Contractor.

5.6.2. The State will have no obligation to pay against a defective invoice unless and until Contractor has re-submitted it free of defects.

6.0 PAYMENTS

6.1. JOINT CHECKS OR DIRECT PAY. applicable Eligible Agency or Co-Op Buyer may, but is under no obligation to, pay by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s requested payment is owed.

6.2. RECOVERY OF OVER-PAYMENT. If applicable Eligible Agency or Co-Op Buyer determines that an over-payment has been made to Contractor on any prior invoice, it shall inform Contractor of the amount and date of the over-payment and may deduct the over-paid amount from amounts then or thereafter due to Contractor.

6.3. PAYMENTS TO SUBCONTRACTORS. Contractor shall make payment of all undisputed amounts due to

Subcontractors within thirty (30) days of receipt of funds from applicable Eligible Agency or Co-Op Buyer applicable to their services.

6.4. PURCHASING CARD. Applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all Orders using a purchasing card. Any and all fees related to payment using a Purchasing Card are the responsibility of Contractor. Unless otherwise stated in the Contract there will be no additional fees or increase in prices associated with this method of payment.

6.5. AUTOMATED CLEARING HOUSE. Applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all Orders through an Automated Clearing House (ACH). In order to receive payments in this manner from Eligible Agencies, Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days after the effective date of the Contract. The form is available online at:

https://gao.az.gov/afis/vendor-information

7.0 APPROPRIATION OF FUNDS

7.1. Every payment obligation of the Agency under this Contract is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of this Contract, this Contract may be terminated by the Agency at the end of the period for which funds are available. No liability shall accrue to the Agency or the State of Arizona in the event this provision is exercised, and neither the Agency nor the State shall be obligated or liable for any future payments or for any damages as a result of termination under this paragraph.

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SECTION 2-C: Special Terms and Conditions

The Special Terms and Conditions modify the Uniform Terms and Conditions and its Appendices. 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.

1.0 Definition of Terms

As used in the Contract, the terms listed below are defined as follows:

1.1 Acceptance “Acceptance” means the document headed “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 If State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.

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

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

1.3 Arizona

Procurement Code;

A.R.S.; A.A.C.

“Arizona Procurement Code, “A.R.S.,” and “A.A.C.” are each defined in the Instructions to Offerors.

1.4 Arizona TPT “Arizona TPT” means Arizona Transaction Privilege Tax. For information, refer to the Arizona Department of Revenue (DOR) website at:

https://www.azdor.gov/business/transactionprivilegetax.aspx.

1.5 Attachment “Attachment” means any item that:

1. the Solicitation required Offeror to submit as part of the relevant Offer (e.g., Initial Offer, Revised Offer, or BAFO);

2. was attached to an Offer when submitted; and

3. was included in the Accepted Offer.

1.6 Pricing

Document

“Pricing Document” means Section 2-B of Part 2 of the Solicitation Documents, provided that, if there is no such Section in the Contract, then “Pricing Document” is to be construed as referring to whatever item in the Contract contains the contracted pricing and payment provisions.

1.7 Contract

Amendment

"Contract Amendment" means a document signed by Procurement Officer that has been issued for the purpose of making changes to the Contract after execution.

1.8 Contract Terms

and Conditions

“Contract Terms and Conditions” means the Special Terms and Conditions and these Uniform Terms and Conditions taken collectively.

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1.9 Contractor “Contractor” means the Person identified on the Accepted Offer who has entered into the Contract with State.

1.10 Contractor

Indemnitor

“Contractor Indemnitor” means Contractor or any of its owners, officers, directors, agents, employees, or Subcontractors.

1.11 Co-Op Buyer “Co-Op Buyer” means 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 “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 IRS under section 501(c)(3) through 501(c)(6) of the tax code.

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

1.13 Indemnified Basic

Claims

“Indemnified Basic Claims” means any and all claims, actions, liabilities, damages, losses, or expenses, including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation, for bodily injury or personal injury, including death, or loss or damage to any real or tangible or intangible personal property, collectively. See paragraph 6.3.

1.14 Instructions

to Offerors

“Instructions to Offerors” is Section 3-A of Part 3 of the Solicitation Documents.

1.15 Order “Order” means the instrument by which State authorizes Contractor to perform some or all of the Work. Whether the Contract will have one Order or many Orders depends the scope of the Contract and how State will use it. The Special Terms and Conditions provide that information. Any of the following is to be construed as being an “Order”:

1. “Release” or “Release Purchase Order” in The State’s e-Procurement System;

2. “task order”, “service order,” or “job order” when a Release Purchase Order for Services has already been committed in The State’s e- Procurement System; or

3. “Purchase order” for buying by Co-Op Buyers, if co-op buying applies.

1.16 The State’s e-

Procurement System

“The State’s e-Procurement System” means 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

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Technical Bulletin No. 020, The State’s e-Procurement System – The Official State eProcurement System.

NOTE (1): Technical Bulletin No. 020 is available online at:

https://spo.az.gov/administration-policy/state-procurement-resource/procurement-regulations

1.17 State With respect to the Contract generally, “State” means the State of Arizona and its department, agency, university, commission, or board that has executed the Contract. With respect to administration or rights, remedies, obligations and duties under the Contract for a given Order, “State” means each of Eligible Agency or Co-Op Buyer who has issued the Order.

1.18 State Indemnitees “State Indemnitees” means, collectively, the State of Arizona, its departments, agencies, universities, commissions, and boards and, and their respective officers, agents, and employees.

1.19 Subcontractor “Subcontractor” has the meaning given in A.R.S. § 41-2503(38), which, for convenience of reference only, is “… a person who contracts to perform work or render service to … [C]ontractor or to another [S]ubcontractor as a part of a contract with a state governmental unit . . .”The Contract is to be construed as “a contract with a state governmental unit” for purposes of the definition. For clarity of intent, a Person carrying out any element of the Work is a Subcontractor from the moment they first carry out that element of the Work regardless of whether or not a Subcontract exists then or subsequently.

1.20 Work “Work” means 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.

1.21 Applicable Law In accordance with ARS § 41-2501, et seq, and AAC R2-7-101, et seq, Contract shall be governed and interpreted by the laws of the State of Arizona and the Arizona Procurement Code.

1.22 Non-Availability of

Funds

In accordance with ARS § 35-154, every payment obligation of the State under the Contract is conditioned upon the availability of funds appropriated or allocated for payment of such obligation. If funds are not allocated and available for the continuance of this Contract, this Contract may be terminated by the State at the end of the period for which funds are available. No liability shall accrue to the State in the event this provision is exercised, and the State shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph.

1.23 Audit In accordance with A.R.S. § 35-214, the Contractor shall retain and shall contractually require each subcontractor to retain all data, books and other records (“records”) relating to this Contract for a period of five years after completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce the original of any or all such record

1.24 Conflict of Interest In accordance with A.R.S. § 38-511, State may within three years after execution cancel the Contract, without penalty or further obligation, if any person https://procure.az.gov/bso/ https://spo.az.gov/administration-policy/state-procurement-resource/procurement-regulations https://spo.az.gov/administration-policy/state-procurement-resource/procurement-regulations

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Page 18 of 56 2 significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the State, at any time while the Contract is in effect, becomes an employee or agent or any other party to the Contract in any capacity or a consultant to any other party of the Contract with respect to the subject matter of the Contract.

1.25 Non-Discrimination In accordance with ARS § 41-1461, et seq, Contractor shall provide equal employment opportunities for all persons, regardless of race, color, creed, religion, sex, age, national origin, disability or political affiliation. Contractor shall comply with the Americans with Disabilities Act.

1.26 Arbitration In accordance with ARS § 12-1518, the parties to agree to resolve all disputes arising out of or relating to this Contract through arbitration, after exhausting applicable administrative review except as may be required by other applicable statutes.

2.0 Contract Interpretation

2.1 Usage Where the Contract:

1. assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a reference to “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 Subcontractors’ respective agents, representatives, and employees” in every instance unless the context plainly requires that it is be a reference only to Contractor as apart from Subcontractors;

2. uses the permissive “may” with respect to a party’s actions, determinations, etc., the term is to be interpreted as in A.A.C. R2-7-101(31) [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…