CTR056385_Premise_One_Contract_Documents.pdf

Request for Proposal

Solicitation No. BPM003541

Arizona Department of Administration General Services Division

Security and Protection Systems - Statewide

1400 W. Washington St., Ste. B200 Phoenix, AZ. 85007

Offer and Acceptance Form

SUBMISSION OF OFFER: Undersigned hereby offers and agrees to provide Security and Protection Systems - Statewide in compliance with the Solicitation indicated above and our Offer indicated by the latest dated version below:

Initial Offer:

Revised Offers:

Best and Final Offer:

Premise One

Offerer company name

1917 E. 5th St.

Address

Tempe, AZ 85281

City I State I ZIP

86-0796570

Federal tax identifier (EIN or SSN) manderson@premiseone.net

Contact Email Address

Date Signature

Date Signature

Date Signature

Date Signature

CERTIFICATION: By signature in the above, Offerer certifies that it:

Date Signature

Date Signature

R. Bryan Cameron Chief Financial Officer

Printed name and title

Mike Anderson Director of Sales

Contact name and title

480-222-5100 480-440-8834

Contact phone (office) Contact phone (mobile)

1. will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State

Executive Order 2009-9 or A.R.S. § 41 - 1461 through 1465;

2. has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Offer with a false statement will void the Offer, any resulting contract, and may be subject to legal penalties under law;

3. complies with A.RS. § 41-3532 when offering electronics or information technology products, services, or maintenance; ad

4. is not debarred from, or otherwise prohibited from participating in any contract awarded by federal, state, or local government.

ACCEPTANCE OF OFFER: State hereby accepts the initial Offer, Revised Offer, or Best and Final Offer identified by the latest date and number at the top of this form (the Accepted Offer). Offeror is now bound (as Contractor) to carry out the Work under the attached Contract, of which the Accepted Offer forms a part. Contractor is cautioned not to commence any billable work or to provide any material or perform any service under the Contract until Contractor receives the applicable Order or written notice to proceed from the Procurement Officer.

State's Contract Number is: Contract Effective Date:

Procurement Officer Signature Award Date Procurement Officer Name Title

Solicitation Offer Form Page 1 of 2

CTR056385 July 28, 2021

Crista Clevenger, Procurement Manager7/22/2021

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration General Services Division 1400 W. Washington St., Ste. B200

Phoenix, AZ 85007

Template version 6.0 (28-JAN-2020)

Notice Page

1.0 What the State Is Soliciting

The Arizona Department of Administration, General Services Division, its Agencies, Boards and Commissions (the State), as well as Cooperative Members, as authorized under A.R.S.§ 41-2501 is seeking proposals from qualified contractors to provide services, equipment and materials on an as-needed basis for Access Control Systems, Intrusion Systems, and Closed Circuit Television (CCTV).

The State anticipates awarding multiple Contracts to begin providing services by a target date of July 28, 2021.

The Special Terms and Conditions provide a more detailed definition of Eligible Agencies.

List of all state agencies is available at: https://azdirect.az.gov/agencies

Active Co-Op Members List is available at: https://spo.az.gov/procurement-services/cooperative-procurement/state-purchasing-cooperative .

OFFERORS SHOULD READ THE ENTIRE SOLICITATION CAREFULLY.

2.0 How and When Proposals Are Due

PROPOSAL DUE DATE AND TIME: Wednesday, June 9, 2021 at 2:00 PM Arizona Time Proposals will only be accepted online in “The State’s e-Procurement System” at https://app.az.gov until the “Bid/Offer Due Date” indicated in “The State’s e- Procurement System” for the Solicitation No. shown at the top of this page.

Proposals must be in the States possession online no later than the deadline indicated.

Submit technical inquiries about navigating and/or submitting proposals in the State’s e- Procurement System to the State’s e-Procurement System Help Desk:

• by phone at (602) 542-7600, option2; 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 e-Procurement System”.

https://azdirect.az.gov/agencies https://spo.az.gov/procurement-services/cooperative-procurement/state-purchasing-cooperative https://spo.az.gov/procurement-services/cooperative-procurement/state-purchasing-cooperative https://app.az.gov/ mailto:app@azdoa.gov

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration General Services Division 1400 W. Washington St., Ste. B200

3.0 Pre-Offer Conference

The State WILL NOT conduct a Pre-Offer Conference for this Solicitation.

4.0 Inquiries

Any question related to this Request for Proposal shall be submitted utilizing the State’s “Discussions with Buyer” Tab in the e-procurement system. The Offeror shall not contact or ask questions of the department for which the requirement is being procured.

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division 1400 W Washington St., Suite B200

RFP Solicitation Requirements

Table of Contents

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

Table of Contents Solicitation Summary

Scope of Work

Pricing Document

Special Terms and Conditions……………………………………………………….………………………...……….……………………14

Uniform Terms and Conditions https://procure.az.gov/bso/

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division 1400 W Washington, Suite B200

Template version 6.0 (28-JAN -2020)

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

Solicitation Summary

1.0 What the State Is Soliciting

The Arizona Department of Administration, General Services Division, its Agencies, Boards and Commissions (the State), as well as Cooperative Members, as authorized under A.R.S.§ 41-2501 is seeking proposals from qualified contractors to provide services, equipment and materials on an as-needed basis for Access Control Systems, Intrusion Systems, and Closed Circuit Television

(CCTV).

The State anticipates awarding multiple Contracts to begin providing services by a target date of July 28, 2021.

The Special Terms and Conditions provide a more detailed definition of Eligible Agencies.

List of all state agencies is available at: https://azdirect.az.gov/agencies

Active Co-Op Members List is available at: https://spo.az.gov/procurement-services/cooperative-procurement/state-purchasing-cooperative .

OFFERORS SHOULD READ THE ENTIRE SOLICITATION CAREFULLY.

2.0 How and When Proposals Are Due

PROPOSAL DUE DATE AND TIME: Wednesday, June 9, 2021 at 2:00 PM Arizona Time

Proposals will only be accepted online in “The State’s e-Procurement System” at https://app.az.gov until the “Bid/Offer Due Date” indicated in “The State’s e-Procurement System” for the Solicitation No. shown at the top of this page. Proposals must be in the States possession online no later than the deadline indicated.

Submit technical inquiries about navigating and/or submitting proposals in the State’s e- Procurement System to the State’s e-Procurement System Help Desk:

• by phone at (602) 542-7600, option2; 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 e-Procurement System”.

https://procure.az.gov/bso/ https://azdirect.az.gov/agencies https://spo.az.gov/procurement-services/cooperative-procurement/state-purchasing-cooperative https://spo.az.gov/procurement-services/cooperative-procurement/state-purchasing-cooperative https://app.az.gov/ mailto:app@azdoa.gov

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Scope of Work

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

3.0 Pre-Offer Conference

The State WILL NOT conduct a Pre-Offer Conference for this Solicitation.

4.0 Inquiries

Any question related to this Request for Proposal shall be submitted utilizing the State’s “Discussions with Buyer” Tab in the e-procurement system. The Offeror shall not contact or ask questions of the department for which the requirement is being procured.

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Scope of Work

Scope of Work

1.0 Introduction

The Arizona Department of Administration, General Services Division (hereinafter referred to as the "State") invites proposals from qualified Contractors to provide all services, equipment and materials for Access Control Systems, Intrusion Systems, and Closed Circuit Television (CCTV) for an eligible agency on an as-needed basis.

The State is seeking to establish one or more “statewide” contracts with qualified Contractors to begin providing services by a target date of July 28, 2021

2.0 Purpose and Background

The purpose of this solicitation is to conduct a competitive process, in accordance with Arizona Revised Statues (A.R.S.) §41-2501 to create a contract(s) from which the State and its Cooperative Members (hereinafter referred to as Eligible Agencies) may acquire these products and services.

3.0 Definitions

Actual Parts Manufacturer - A manufacturer of equipment parts supplied direct to original equipment manufacturers for incorporating into the production equipment and/or resale as replacement parts. The original equipment manufacturer is the actual parts manufacturer for those parts produced solely by it.

Consumable Products – Products that are depleted or degraded while directly performing the services required by this contract.

Drive Time – An hourly labor rate paid to compensate the primary worker along with any additional helpers for their time spent traveling between the Contractor’s facility and the service location.

Emergency Repair – This is a priority designator that places this project above all others. A project with an “emergency” designator is to be given necessary resources until completed.

Facilities Maintenance Coordinator (FMC) – The individual responsible for the department surveillance of the work in accordance with the contract. The FMC communicates with the Contractor on needed services and repairs. The FMC will participate in periodic quality inspections. The FMC will contact the Contractor to request a repair or service.

Helper – If necessary, additional workers may be used to complete a project. Helpers have separate line items for their labor rates.

Original Equipment Manufacturer – The manufacturer of the complete production equipment whether assembled from parts of its own manufacturer or from parts or components furnished by other manufacturers or a combination of both.

Preventive Maintenance (PM) – That service performed by the Contractor on a scheduled basis, which is designed to keep the equipment/systems in proper operating condition. It includes a verification of proper tolerances (tightness, fluid levels, voltages, etc.), and adjustments or other actions as necessary and appropriate in accordance with the manufacturer’s maintenance specifications and as authorized in the work order.

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Scope of Work

Rework – To work again or to work again an additional time.

Trip Charge – A fee paid to compensate the Contractor for the distance (per mile) traveled by its employees for round trips greater than 50 miles from the Contractor’s facility to the service location.

Quality Control – Those actions taken by the Contractor to control the production of services so that they meet the requirements of the contract.

Quality Control Inspection (QC) – Those actions taken by FMC to check maintenance and repair services to determine if they meet contract requirements.

4.0 General Requirements

4.1 Contractor(s) may be required to ensure that the facilities are in compliance with all existing standards, codes, rules and regulations.

4.2 Contractor(s) are encouraged to offer any additional services their company provides and must indicate those services in their proposal.

4.3 Contractor(s) must ensure all equipment is compatible to the best industrial standards and must function as designed after installation.

4.4 All necessary wiring, fasteners, fittings, hardware, anchors, or other necessary miscellaneous items, except specialty equipment, to successfully provide the services required herein shall be provided by the Contractor(s) at no additional cost to the Eligible Agency.

4.5 Contractor(s) must designate a single point of contact to be the liaison for state information technology staff to handle the day to day operations.

4.6 Contractor(s) may not apply surcharges for transportation, fuel, energy, insurance or any other reason throughout the duration of the contract(s).

4.7 Contractor(s) must guarantee workmanship at Contractors’ expense for a period of twelve (12) months from the date of installation.

4.8 Work shall be performed in accordance with manufactures’ recommendations and with all current local codes, regulations, and installation guidelines.

4.9 The awarded Contractor(s) may be required to do some work after normal business hours;

however, it is anticipated that most work will be completed during normal business hours.

4.10 Once the Contractor has possession of the equipment to be installed, the responsibility of all equipment, including storage during installation work, shall be at the awarded Contractors expense when storage space is unavailable at the jobsite.

4.11 Contractor(s) staff is responsible for performing a standard site walk-through.

4.12 Contractor(s) shall provide competent personnel able to perform the specific scope of work required.

4.12.1 Due to the nature of these scopes of work and the liability involved, each Eligible Agency will have the final determination of competency in all matters regarding personnel provided by the Contractor.

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Scope of Work

5.0 Maintenance and Repair of All Systems and Response Times, (including Emergency Repair) Unless previously agreed upon by eligible agency:

5.1 Normal Response to trouble calls within 8 hours, including weekends and holidays.

5.1.1 Rural Area Normal Response to trouble calls within 8 hours, including weekends and holidays.

5.2 Emergency Response to trouble calls within 2 hours, including weekends and holidays.

5.2.1 Rural Area Emergency Response to trouble calls within 4 hours, including weekends and holidays.

5.3 Repair Technicians must carry adequate hardware inventory to replace, repair, and/or maintain each system at the dispatched location.

5.3.1 Contractor(s) will be responsible for any additional expenses and mileage resulting from inadequate hardware inventory to replace, repairs, and/or maintain each system.

5.4 Repair Technicians must be prepared to provide an immediate replacement for defective equipment and shall not remove a defective unit without an immediate replacement.

5.5 Replacement and repair of equipment must be provided at a specific location, or within an assigned geographical area inside a location.

6.0 Access Control Systems – Category 1

The Access Control Systems category includes all aspects of Access Control System Services, including but not limited to the following services:

6.1 Consulting;

6.2 Inspection as required by the using eligible agency;

6.3 Installation of new systems;

6.4 Replacement or upgrade of existing systems;

6.5 Removal of existing systems;

6.6 Integration of various types of systems;

6.7 Provide and install all related equipment and miscellaneous items such as wire, fasteners, hardware, etc. that may be needed to compete the scope of work;

6.8 Provide programming and work individually with eligible agencies information technology staff when installing new or maintaining previously installed systems; and

6.9 Contractor(s) must possess the ability to provide individual access codes and provide all access codes and access procedures to the eligible agency.

7.0 Intrusion Systems – Category 2

The Intrusion Systems category includes all aspects Intrusion System Services, including but not limited to the following services:

7.1 Consulting;

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Scope of Work

7.2 System Monitoring:

7.2.1 Provide a 24-hour UL Listed Station

7.2.2 Provide Backup communication if requested by eligible agencies, i.e. radio or cell phone

7.3 Inspections as required by the eligible agency;

7.4 Installation of new systems;

7.5 Replacement or upgrade of existing systems;

7.6 Removal of existing systems;

7.7 Integration of various types of systems;

7.8 Provide and install all related equipment and miscellaneous items such as wire, fasteners, hardware, etc. that may be needed to complete the scope of work;

7.9 The work provided within this section includes a complexity of various single zone and multi-zoned systems, including circuit boards, communication devices, phone lines, system wiring, power supply, and batteries installed with or without panic buttons, motion detectors, door sensors, window sensors, glass-break sensors, key pads, and various notification devices (horns, strobes, etc.);

7.10 Existing systems must be matched in any new additions or new construction. During renovations, the system in the renovated area being replaced must match the system that is currently in operation and must become an integral part thereof. Contract must ensure complete connectivity and integration to each existing system in those instances where an addition or upgrade is warranted.

7.11 The Contractor(s) must designate a project manager as the single point of contact who must be certified to program all alarm systems in use throughout eligible agency facilities.

7.12 The Contractor(s) must possess the ability to provide individual access codes and provide all access codes and access procedures to the eligible agency.

8.0 Closed Circuit Television Systems (CCTV) – Category 3

The CCTV category includes all aspects of CCTV Services, Including but not limited to the following services:

8.1 Consulting

8.2 Inspection as required by the using eligible agency

8.3 Installation of new systems;

8.4 Replacement or upgrade of existing systems;

8.5 Removal of existing systems;

8.6 Integration of various types of systems;

8.7 Provide and install all related equipment and miscellaneous items such as wire, fasteners, hardware, etc. that may be needed to complete the scope of work;

8.8 Provide the option to use CCTV video cards for video surveillance;

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Scope of Work

8.8.1 Video cards must have the capability to handle from four (4) to twenty-four (24) cameras in the system;

8.8.2 Contractor must offer video cards with various capacity sizes to meet all potential needs;

8.8.3 All cameras used in an installation must be matched to work with the video card selected by the eligible agency.

8.9 Provide the option to utilize Digital Video Recording Equipment (DVR), Network Video Recording Equipment (NVR), and/or Gateway and Hosted Video Equipment;

8.10 Provide the option for eligible agencies to build their own stand-alone computer to run the system, or request that the Contractor build it for them; and

8.11 Offer a wide variety of indoor and outdoor cameras and wireless transmitters to work in conjunction with video cards.

9.0 Agreements

9.1 Contractor(s) shall not require Eligible Agencies to sign any additional or separate agreements subordinate to the resulting contract.

9.2 Contractor(s) shall provide separate quotes within 48 hours of request, unless otherwise agreed upon by the eligible agency, for each new or replacement installation as required by the eligible agency

9.2.1 Quotes should offer price difference for lease vs. purchase options as requested by eligible agency.

9.3 Eligible Agencies may have proprietary equipment. It is Contractor(s) responsibility to work with or notify the eligible agency regarding maintenance and repair of proprietary equipment.

10.0 Background Checks

10.1 Contractors employees assigned to the contract may be required to submit to and pass background checks.

10.1.1 All costs associated with background checks shall be at the contractor’s expense.

10.2 It is the Contractor’s responsibility to ensure the following;

10.2.1 Contractor(s) may not begin work on the contract until clearance has been issued by the eligible agency; and

10.2.2 Notification and access to eligible agency will be pre-authorized by the eligible agency.

11.0 Public Works Projects

11.1 Any projects that are federally funded may be subject to the requirements of Davis-Bacon Act and/or the Davis-Bacon Wage Decision.

11.1.1 Labor prices for affect projects may be negotiated between the eligible agency and the contractor, provided the contractor provides adequate documentation for any negotiated increase.

11.1.1.1 Documentation shall include payroll records, copies of wage decisions, and/or other information that establishes a clear difference between the

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Scope of Work contractor’s standard wage and the prevailing Davis-Bacon wage for any affected employee for that project.

11.1.1.2 Under no circumstances will that price be increased by an amount higher than the difference between the normal hourly rate and the hourly rate required by the applicable Davis-Bacon Wage Decision.

11.2 Contractor(s) must include in job quotes the standard business hours and prevailing wage rate for the job location. Quotes should include shift differential, if any, for working nights and weekends.

11.3 Jobsites must be cleaned every day.

11.4 Contractor(s) must complete any punch lists within five days of receipt. Exceptions to this standard may be addressed on an individual project basis.

12.0 Standard of Performance and Acceptance

12.1 The Standard of Performance applies to all product(s) purchased under a resultant contract, including any additional, replacement or substitute product(s), as well as any product(s) which are modified by or with the written approval of the Contractor and after acceptance by the eligible agency.

12.2 The Acceptance Testing period shall be seven (7) calendar days, or any other time period previously agreed upon, beginning with the day after the product is installed and certification is received that the product is ready for Acceptance Testing.

12.3 If the product does not meet the Standard of Performance during the initial period of Acceptance Testing, the eligible agency may, at its discretion, continue Acceptance Testing on a day-to-day basis until the Standard of Performance is met.

12.4 Upon rejection, the contractor will have three (3) days to cure and Standard of Performance issue(s).

12.5 If, after the cure period, the product still has not met the Standard of Performance, the eligible agency may, at its option;

12.5.1 Declare the contractor to be in breach and terminate the order;

12.5.2 Demand a replacement product from the contractor at no additional cost to the eligible agency; or

12.5.3 Continue the cure period for an additional time period agreed upon by the eligible agency and the contractor.

12.6 Contractor(s) shall pay all costs related to the preparation and shipping of returned products;

12.7 No product shall be accepted and no charges shall be paid until the Standard of Performance is met; and

12.8 The Warranty Period will begin upon approval by the eligible agency.

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Pricing Document

Pricing Document

1.0 Compensation

1.1 COMPENSATION METHOD

Contractor will be compensated based on the final detailed written quote approved by the Customer. Pricing shall not exceed the labor 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 Exhibit A_PRICING –_Security and Protections Systems - Statewide, 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:

2.2.1 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 INCREASES:

2.3.1 The State may review a fully documented request for a price increase. The requested increase shall be in writing and 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 concerned. Contractor must provide conclusive evidence of a need for any price increases such as being substantiated by the Producer Price Index, Consumer Price Index, or similar pricing guide.

(a) Initial Contract prices will be honored for one year after award of Contract.

(b) All written requests for price adjustments made by the contractor shall be initiated thirty (30) days in advance of any desired price increase to allow State sufficient time to make a fair and equitable determination to any such requests. This may be waived upon proper documentation demonstrating the urgency of the request.

(c) All price adjustments will be implemented by a formal contract amendment. State shall determine whether the requested price increase or an alternate option is in the best interest of State.

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Pricing Document

2.4 PRICE REDUCTIONS:

2.4.1 Price reductions shall be immediately passed along to State and may be submitted in writing to State for consideration at any time during the Contract period. The contractor shall offer State a price reduction on the Contract product(s) concurrent with a published price reduction made to other customers. State at its own discretion may accept a price reduction. The price reduction request shall be in writing and include documentation showing the actual reduction of cost. Sales promotions requests shall include difference in pricing, begin, and end date of promotion along with the products covered.

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.

2.6 TRAVEL.

2.6.1 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. Contractor shall itemize all per diem and lodging charges. State Travel Policy, including State rates, may be located at https://gao.az.gov/travel .

The Eligible Entity / Customer shall reject any claim for travel reimbursement without prior written approval.

3.0 Funding

No particular funding considerations apart from paragraph 4.4 [Availability of Funds for the Next State fiscal year] and

4.5 [Availability of Funds for the current State fiscal year] of the Uniform Terms and Conditions have been identified as of the Solicitation date.

4.0 Invoicing

4.1 INVOICES GO TO BUYING ENTITY. Contractor shall submit all billing notices or invoices to the ordering Eligible

Entity/Customer (e.g. Eligible Agency or Co-Op Buyer) at the address indicated on the applicable Order document or by utilizing the Buying Entity’s purchasing tool/process.

4.2 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 State’s e-Procurement System PO #) Invoice number and date Date the items shipped or services performed Applicable payment terms Contract line item number Contract line item description Quantity delivered or performed Line item unit of measure https://gao.az.gov/travel

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Pricing Document

Item price Extended pricing Discount off list or catalog Taxes (as a separate invoice line item) Trip fee (if applicable) Travel (if applicable) Total invoice amount due

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

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

2. Expediting, overtime, premiums, trip fee, travel, or upcharges absent State’s express prior approval; or

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

4.4 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.

4.5 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 ordering Eligible Entity/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.

4.6 DEFECTIVE INVOICES. Without prejudice to its other rights under the Contract or further obligation to Contractor, the ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer) may, at its discretion, reject any materially defective invoice.

4.6.1 The ordering Authorize Entity/Customer (Eligible Agency or Co-Op Buyer) shall notify Contractor within 5 (five) business days after receipt if it determines an invoice to be materially defective.

4.6.2 Invoices will be deemed automatically rejected upon delivery if they:

(a) are sent to an incorrect address;

(b) do not reference the correct State contract number; or

(c) are payable to any Person other than the Contractor.

4.6.3 The ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer) will have no obligation to pay against a defective invoice unless and until Contractor has re-submitted it free of defects.

5.0 Payments

5.1 PAYMENT. The applicable Eligible Agency or Co-Op Buyer shall pay undisputed amounts due to Contractor within the time period specified in Section 4.0 Costs and Payments of the Uniform Terms and Conditions

5.2 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.

5.3 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.

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Pricing Document

5.4 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.

5.5 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.

5.6 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

6.0 Exhibits to the Pricing Document

Excel Pricing Spreadsheet attached as a separate document

End of Section Pricing Document https://gao.az.gov/afis/vendor-information

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Template version 5.0 (4-NOV-2019)

Special Terms and Conditions

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 Pricing Specifications 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.

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

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Special Terms and Conditions 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 Instructions to Offerors 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 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.

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

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Special Terms and Conditions 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 parties as practicable under the circumstances;

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(43) [Definitions]. Conversely, the phrase “shall not” is to be interpreted as an imperative prohibition.

4. uses the term “must” with respect to a requirement, criterion, etc., the term is to be interpreted as conveying compulsion or strict necessity, and is to be read as though written “must, if [the subject] is to be entitled to have [the object] considered or credited as being compliant with, conforming to, or satisfying [the requirement, criterion, constraint, etc.], otherwise, [the object] will be considered or debited as being non-compliant, non-conforming, or unsatisfactory for its Contract-related purposes” in every instance;

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

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

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.

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

(a) Contract Amendments;

(b) the final Solicitation Documents, in the 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) Pricing Document;

(7) Exhibits to the Pricing Document;

(8) Specifications; and

(9) any other documents referenced or included in the Solicitation;

(c) Orders, in reverse chronological order; and

(d) Accepted Offer.

ATTACHMENTS AND EXHIBITS. For clarity of intent, if an item was an Attachment in the Solicitation

Description:

Security and Protection Systems - Statewide

Arizona Department of Administration

General Services Division

Special Terms and Conditions

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.

2.3 Independent

Contractor

Contractor is an independent contractor and shall act in an independent capacity in performance under the Contract. Neither party is or is to be construed as being to be the employee or agent of the other party, and no action, inaction, event, or circumstance will be grounds for deeming it to be so.

2.4 Complete

Integration

The Contract, including any documents incorporated into the Contract by reference, is intended by the parties as a final and complete expression of their agreement. There are no prior, contemporaneous, or additional agreements, either oral or in writing, pertaining to the Contract.

3.0 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 cancelled, terminated, or permissibly extended.

3.2 Contract

Extensions

State may at its discretion extend the initial Contract term in increments of one or more months and do so one or more times, provided that, the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of five (5) years.

3.3 Notices and

Correspondence

3.3.1 TO CONTRACTOR. State shall:

(a) 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 The State’s e-Procurement System Vendor Profile; and

(b) 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 :

(a) address all Contract correspondence other than format notices to the email address indicated in “Contact Instructions” in the State’s e-Procurement System Summary for State; and

(b) address any required notices to State to Procurement Officer identified as “Purchaser” in the State’s e-Procurement System Summary at the following mailing address:

Arizona Department of Administration General Services Division 1400 W. Washington Street, Suite B200 Phoenix, AZ 85007

3.3.3 CHANGES. State may change the designated Procurement Officer, update contact information, or change the applicable mailing address by Contract Amendment.

3.4 Signing of Contract

Amendments

Contractor’s counter-signature – or “approval” in The State’s e-Procurement System, in the case of an amendment – is not required to give effect if the Contract Amendment only…