CTR056526_EMS_LINQ_Contract_Document.pdf

Request for Proposal Solicitation No. BPM003603

Description:

Digital Workflow Solution

Arizona Department of Administration

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

Phoenix, AZ 85007

PART 3 of the Solicitation Documents Template version 6.0 (18-NOV-2019)

SECTION 3-B: Offer Forms Page 1 of 1 3

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

Attachment 1 Offer and Acceptance Form

SUBMISSION OF OFFER: Undersigned hereby offers and agrees to provide Protective, Sanitizing, and Other Supplies in compliance with the Solicitation indicated above and our Offer indicated by the latest dated version below:

Initial Offer:

1. June 23, 2021 MM Date initial

Revised Offers:

2. x x 3. x x 4. x x date #1 initial date #1 initial date #1 initial

5. x x 6. x x 7. x x date #4 initial date #5 initial date #6 initial

Best and Final Offer:

8. July 26, 2021 x Date initial

EMS LINQ, Inc.

Offeror company name Signature of person authorized to sign Offer

2528 Independence Blvd., Ste. 200 Matt Muller, Chief Revenue Officer

Address Printed name and title

Wilmington, NC 28412 Will Baldini, Field Sales Representative

City | State | ZIP Contact name and title

82-4127789 wbaldini@linq.com 910-799-0121

Federal tax identifier (EIN or SSN) Contact Email Address Contact phone number

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

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.R.S. § 41-3532 when offering electronics or information technology products, services, or maintenance; and

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 Procurement Officer.

State’s Contract No. is: ____________ The effective date of the Contract is: ______________ Contract awarded: _____________ Date Date

Procurement Officer Signature Procurement Officer Printed Name

CTR056526 8/9/21 8/2/21

Amber Holmes https://procure.az.gov/bso/

Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

Part 2: Scope, Pricing and Terms and Conditions

Table of Contents

SECTION 2-A: Scope of Work 2

SECTION 2-B: Pricing Document 14

SECTION 2-C: Special Terms and Conditions 19

Appendix A - State of Arizona AZRAMP Authorization 45

SECTION 2-D: Uniform Terms and Conditions 48

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Template version 6.0 (28-JAN-2020)

Table of Contents

Page 1 of 56 2 Available online at APP.AZ.gov

Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

SECTION 2-A: Scope of Work

1.0 Introduction

The State of Arizona (hereinafter referred to as the “State”) is seeking proposals from qualified organizations to provide a Digital Workflow Solution. The organization(s) selected as the Contractor(s) will be required to manage all existing document digitization and future digital workflow management for state departments, agencies, boards and commissions, and Co-Op Buyers (hereinafter referred to as

"Eligible Agencies"), with an emphasis on digital workflows utilized by school districts. The State intends to award one or more offerors to meet the State’s need.

2.0 Purpose and Background

2.1 The State has a short term need to digitize existing documents and establish a cloud-based document workflow solution with the ability to create multiple types of forms, export data, and collect electronic signatures. The ideal awardee(s) would provide a solution specifically designed for schools and offers within the platform ADA-compliant forms that follow WCAG 2.0 guidelines.

2.2 The solution should digitize existing paperwork (PDF files and scanned paper), and automatically transmit form submissions to Eligible Agency servers as PDFs and in a machine-readable format for data archival and retention purposes.

2.3 The selected Contractor(s) shall have proven success and experience developing, implementing, and supporting similar projects in the public school sector.

2.4 The Contract(s) shall be on an “as needed, if needed” basis. There is no guarantee as to the amount of services purchased under any resulting Contract. Requirements shall be based on actual need.

Contracts resulting from this solicitation will be used by multiple Eligible Agencies and Co-op Buyers with locations throughout the State.

2.5 The ideal awardee shall provide the following services:

2.5.1 Daily user account management activities (e.g., user creation, user suspension, permissions management and team management)

2.5.2 Training as needed.

2.5.3 Technical assistance by telephone on the use of the solution and identification of software problems.

2.5.4 Ensure that appropriate technical and organizational measures are in place to protect the school against accidental or unauthorized destruction, loss, alteration of disclosure of relevant data housed on the workflow solution, as well as prevent unauthorized persons from accessing equipment to process that data. See Appendix A - State of Arizona AZRAMP Authorization Requirements.

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

3.0 Scope Summary for

3.1 The State objective is to:

3.1.1 Digitize existing forms in ADA-compliant format, when applicable.

3.1.2 Build digital workflow(s) unique to the Eligible Agency using current Industry

Standards and Best Practices. This includes the ability for Eligible Agency customers to complete documents in the workflow when required.

3.1.3 Allow users to more efficiently manage small and large sets of records and attachments. This shall allow standard and bulk operations for record creation and update, upload and download of multiple attachments or images, and running complex calculations on many records.

3.1.4 Allow users to create and have access to custom digital forms.

3.1.5 Allow users to sign documents electronically and send documents for electronic signature. This should include signatures outside the Eligible Agency organization.

3.1.6 Allow users to customize workflow(s) to enable custom document workflows requiring review, approval, and/or signature(s)

3.1.7 If a legacy system exists, provide enhanced functionality without replicating problems.

3.1.8 Create intuitive and efficient user interface for users.

3.1.9 Improve performance and reliability based on metrics from existing process(es).

3.1.10 Provide flexible and easy access for remote users.

3.1.11 Meet Eligible Agency current business requirements and needs.

3.2 The success of each project shall be measured by the acceptance by, and the ability of, end users to quickly, efficiently, and effectively use the digital workflow(s) in the performance of their daily work wherever they are in the State.

4.0 Scope of Services

4.1 GENERAL MANDATORY REQUIREMENTS

4.1.1 The Contractor shall have the capacity, requisite experience, and expertise necessary to provide services in conjunction with planning, development, implementation, training, and supporting project objectives and requirements described herein.

4.1.1.1 At minimum, any Contractor shall have:

4.1.1.1.1 One (1) government-related client;

4.1.1.1.2 Two (2) public school related clients; and

4.1.1.1.3 At least three (3) years of business experience.

4.1.2 The selected Contractor(s) shall have proven success and experience developing, implementing, and supporting similar projects in the public school sector.

4.1.3 The Contractor shall be able to successfully complete the assigned project (task and subtasks) within the mutually agreed timeline.

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

4.1.4 The Contractor should provide recommendations for additional requirements that could improve the performance of the Eligible Agency.

4.1.5 To ensure immediate customer support for Eligible Agencies, the Contractor should have a physical office headquartered in Arizona.

4.1.6 The Contractor shall have the capacity to service multiple customers under this Contract simultaneously.

4.2 SOLUTION MANDATORY REQUIREMENTS

The proposed solution will include, but is not limited to the objectives described above and the following capabilities:

4.2.1 Digitization of existing forms in formats such as .XLS, .PDF, .PPT, .DOC, ect., in addition to documents currently in Google or other formats. For clarity, existing forms do not include completed forms or historic records. Digitization of existing forms include current forms the Eligible Agency uses. It is not the State's intention to scan records or retain a repository of completed historic forms under this RFP at this time.

4.2.2 Any work performed under this Contract shall conform to the Eligible Agency’s most current standards

4.2.3 Optical Character Recognition paper forms and ADA compliant digital forms

4.2.4 Forms and workflows shall:

4.2.4.1 Have drag and drop capabilities;

4.2.4.2 Be configurable and updatable for end user without IT Support;

4.2.4.3 Have the ability to move data from one form to another form;

4.2.4.4 Have the ability for end users to create custom reports using nested and/or conditions at least 10 levels deep;

4.2.4.5 Have conditional workflow steps based off of data on forms;

4.2.4.6 Have the ability to assign permissions to a workflow or a form based on group membership;

4.2.4.7 Have the ability to assign work to a group of users via a work queue;

4.2.4.8 Have the ability to assign a form or a workflow to a group as an owner;

4.2.4.9 Have the ability to invite customers to complete and or sign documents or forms;

4.2.4.10 Provide version history and control; and

4.2.4.11 Have the ability to recover deleted documents within a certain time period.

4.2.5 For Eligible Agency school districts, live preview of paper and digital forms as the Local Education Agency (“LEA”) are building, including evaluation of formulas

4.2.6 Ability to transfer form data as a part of the workflow in both PDF and JSON formats via Secure File Transfer Protocol

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

4.2.7 Ability to include any form data in custom notifications configurable with drag and drop notifications

4.2.8 Align with specific situational business needs based on the mission of an Eligible Agency’s needs

4.2.9 Cloud-based storage with unlimited storage of data

4.2.10 Integration with common cloud platforms

4.2.11 Software updates. Ensure users are eligible to receive all new releases and updates of the software, at no additional cost, while under a maintenance agreement at the time of such releases and updates are released to any customers. A “Release” means any collection of enhancements or updates available to its installed base of customers of such programs.

The Contractor shall assist the Eligible Agency to obtain such releases or updates. Should the Eligible Agency not want to receive the next update, the Eligible Agency shall notify the Contractor in writing.

4.3 CONTRACTOR MANDATORY REQUIREMENTS

4.3.1 The Contractor shall lead the configuration of all application software. The Contractor shall use the highest applicable industry standards for sound secure software configuration practices. The "highest applicable industry standards" shall be defined as the degree of care, skill, efficiency, and diligence that a prudent person possessing technical expertise in the subject area, and acting in a like capacity, would exercise in similar circumstances.

4.3.2 When a project is assigned, the Contractor shall immediately (within one business day) provide the State Agency confirmation in writing (email), the name of the individual assigned as the project manager with the understanding that the project manager shall be responsible and accountable for the planning, development, progress, and successful implementation of the specific tasks and subtasks to be performed.

4.3.2.1 The Contractor shall understand and agree that the project manager it names is expected to have the ability and authority to make decisions and commitments on behalf of the Contractor.

4.3.3 Prior to the initiation of work, the Contractor may be requested to submit a proposal for a specific project and/or attend a meeting with the Eligible Agency representative(s) to discuss specific project, and subtask objectives, procedures, methods, materials, staffing, deliverables, completion dates, project costs, and other matters that are pertinent to the conduct and successful completion of the defined project and subtasks within the designated time frame.

4.3.4 At the request of the Eligible Agency, the Contractor shall provide a written summary containing information that pertains to all major aspects of the project and subtasks.

4.3.4.1 Once approved by the Eligible Agency, all parties concerned will then have a clear understanding of all service requirements, subtasks to be performed and by whom (key personnel of the Contractor), and the specific time frame within which the assigned project is to be successfully completed.

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

4.3.5 Testing. The Contractor shall provide testing plans, scripts, processes, tools, and test execution services that are necessary and prudent for a system of this magnitude, including, but not limited to:

4.3.5.1 Unit Testing – Validates that modular configuration values and individual development objects operate according to approved design specifications;

4.3.5.2 System Testing – Validates that dependent business processes and functional requirements within a functional area can be fully executed and produce the pre-defined and expected results for each test script;

4.3.5.3 Integration Testing – Validates that dependent business processes across functional areas and solution system components interact seamlessly.

Validates that customizations, security, workflow, configurations, data conversion programs, interfaces, reports, and forms work together;

4.3.5.4 Performance (load/stress) Testing – Validates the readiness of the application to support the Eligible Agency’s transaction and user volumes and will include both interface/batch transactions and online/ end-user response times;

4.3.5.5 User Acceptance Testing – Validates the system is functioning as designed, verifies the conversion process, and confirms that the system is ready to be moved into the production environment;

4.3.5.6 System Recovery Testing – Validates the system and each of its components may be recovered and synchronized to a specific point in time; and

4.3.5.7 Security Testing – Validates security by incorporation into each phase of testing. This testing must address all of the Eligible Agency’s policies and standards for protecting the Eligible Agency’s IT assets, resources, and data/information from unauthorized access, use, disclosure, disruption, modification, or destruction in order to provide integrity, confidentiality, availability, accountability, and assurance, Details of the State policies and standards are found at https://aset.az.gov/resources/policies-standards-and-procedures.

4.3.6 Training. The Contractor shall deliver a plan for and shall conduct both project team and end-user training based on the organizational change management plan. The Contractor shall provide training to the project team, develop the end-user training materials, and conduct any all instructor-led training sessions for end-users. Train the Trainer approaches should also be considered. This section should address all types of required training, including but not limited to the following:

● Project team training;

● Technical, security, and operations training to support development, implementation, and production;

● End-User training to support implementation and ongoing needs; and

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

● Knowledge transfer to a core group of functional, administrative, programming, security, and other technical and operations personnel to support independent operations capability before conclusion of the Contractor’s post-implementation support responsibilities.

4.3.6.1 End-User Training: The Contractor shall deliver all End-User Training. The Contractor shall use an instructor-led, classroom/virtual approach to deliver training to employees who will use the solution, or may use computer-based training (CBT) where appropriate. The Contractor shall:

4.3.6.1.1 Provide classroom materials to support the classroom/virtual training effort that have been customized to address specific software configuration and customizations made as part of the project.

4.3.6.1.2 Develop all training materials, including training guides, quick reference guides, speaker notes, user materials and course curricula (including training objectives and outcomes).

4.3.6.1.3 Work with assigned Eligible Agency staff to incorporate policy, procedure, and specific personnel roles into the materials.

4.3.6.1.4 Provide a stable, tested training environment capable of testing all required functionality, which is pre-loaded with representative converted reference and historical Eligible Agency data that can become a starting point for creating training materials (including screen prints showing user actions and processing outcomes); and

4.3.6.1.5 Provide back up, restore, and troubleshooting assistance in the training environment as materials are prepared and customized and as end-user training proceeds.

4.3.6.2 All training materials must be reviewed and approved by the Eligible Agency prior to the start of the training. The Contractor shall provide to the State at the conclusion of training all electronic source documents, graphics, computer-based training programs and any other training materials used in the development and presentation of training.

4.3.7 Confidentiality/Security. The Solution shall provide application controls to prevent unauthorized use of the system, maintain system process controls, and log all transactions. In addition, the system shall provide security to limit availability to application functionality, software screens, data records, data elements, and date element values, where appropriate.

4.3.7.1 Security Services

4.3.7.1.1 The Contractor shall work with the Eligible Agency’s Security Team to design, configure, and test the application security, including establishment of end-user roles and organizational security. The Contractor shall also work with the Eligible Agency’s technical team to establish infrastructure security as needed.

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

4.3.7.2 Completed Security Configuration

4.3.7.2.1 The Contractor shall provide a "certification package" consisting of the security documentation created throughout the development process. The package shall establish that the security requirements, design, implementation, and test results were properly completed and all security issues were resolved appropriately.

4.3.7.2.2 The Contractor Security Lead shall certify to the Eligible Agency in writing that the software meets the security requirements, all security activities have been performed, and all identified security issues have been documented and resolved. In addition, the Security Lead will certify that the development items completed on the project do not contain code that does not support a software requirement or weakens the security of the application, including computer viruses, worms, time bombs, back doors, Trojan Horses, Easter Eggs, and all other forms of malicious code.

4.3.7.3 Contractor shall assure the Eligible Agency of Contractor’s compliance with the applicable AZRamp Requirements. See Section 2-A, Scope of Work, Appendix A.

4.3.7.4 The Contractor proposed solution to this RFP will include the use of a FedRAMP Authorized CSP rated at the Moderate Impact Level for the transfer, processing and/or storage of state data.

4.3.7.5 All electronic data shall be stored on a secure network and encrypted both in transit and at rest. Contractor may be required to sign a Non-disclosure statement to encompass any work performed under their contract.

4.3.7.6 In addition to the above statement, the Contractor shall understand and agree that all persons who handle documents provided under this contract shall also sign non-disclosure agreements, including all persons employed by subcontractors (including couriers). The signed confidentiality agreements of individuals assigned to a job must be provided to the Customer prior to the start of the job. In addition, Contractor’s employees or subcontractors who will have access to confidential documents of any type and form, will need to have background checks completed (paid for by the Contractor), prior to any such access being granted to them.

4.3.7.7 Some Eligible Agencies may have additional confidentiality/security requirements which shall be provided to and accepted by Contractor before work commences.

4.3.7.8 Where required, a Contractor shall provide to the requesting Customer proof of compliance and/or other certification (e.g. Health Insurance Portability and Accountability Act [HIPAA]) as mandated by the State and/or Federal Government. The Contractor may be required to sign the customer’s business associate agreement as required by HIPAA.

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

4.3.7.9 All Personally Identifiable Information (PII) and Protected Health Information (PHI) transmitted between the Eligible Agency and the Contractor, both in transit and at rest while in possession of the Contractor, shall be encrypted to meet or exceed all State Security and Data Handling requirements.

4.3.7.10 Security and privacy policies, standards and procedures will be continuously maintained by both the Contractor and the Eligible Agency and are subject to change during the term of the contract in accordance with State or Federal legislation, administrative rules or court orders.

4.3.8 Service Level Agreement. Contractor shall provide a Service Level Agreement (“SLA”) as part of their initial proposal to the solicitation. If awarded, the final, negotiated SLA shall be attached to this Contract as Exhibit 1_Service Level Agreement.

4.3.8.1 The SLA may include, but is not limited to the following:

4.3.8.1.1 Overview;

4.3.8.1.2 Objectives;

4.3.8.1.3 Service Agreement;

4.3.8.1.4 Service Scope; and

4.3.8.1.5 Service Provider Requirements :

4.3.8.1.5.1 Project Milestone Timeline;

4.3.8.1.5.2 Uptime-Availability;

4.3.8.1.5.3 Response Time-Performance;

4.3.8.1.5.4 APDEX-Performance;

4.3.8.1.5.5 APDEX-Threshold breakdown; and

4.3.8.1.5.6 Resolution Time

4.3.8.2 Contractor shall provide quality services, meeting or exceeding Contract requirements and expectations; Task Order requirements, milestones, and expectations; and Eligible Agency approved industry standards. Should State find any deficiency in the Contractor’s performance of the Contract, Contractor shall take immediate corrective action and provide a written corrective action plan within fourteen (14) days, as requested by State, with any such corrective action plan including at the least the following:

● Reference to specific error or finding;

● Root cause analysis;

● Name and title of the person accountable for implementing the action plan;

● Corrective action items include specific deliverables and anticipated completion date(s), or the reason corrective action is not necessary;

● Disclosure of the metrics used to measure the success of each deliverable;

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

● Member notification process if applicable; and

● Notification upon completion of issue resolution.

4.3.8.3 The Eligible Agency may request regular performance evaluation assessments based on performance of SLA, Contract, and or Task Order.

4.4 ELIGIBLE AGENCY REQUIREMENTS

4.4.1 Define the level of service(s) to be provided then, when necessary, provide a scope of work to the Contractor and attend meetings with the Contractor to discuss the specific details of the project, reach an agreement with the Contractor regarding all aspects of the service(s) to be provided, including a timeline for the project and dates for deliverables.

4.4.2 Review and approve, with or without noted changes, detailed in written project information provided by the Contractor to ensure a clear understanding of all aspects of the service to be performed. This will include but not limited to, areas such as: objectives, general requirements, solution requirements, key personnel assigned, time frames, and project costs prior to the commencement of services.

4.4.2.1 Clearly indicate to the Contractor which sub-tasks are required for the successful completion of the assigned task(s).

4.4.2.1.1 If any sub-task, listed in the scope of work requirements is to be eliminated or substituted, ensure this is clearly communicated to the Contractor in writing.

4.4.2.2 Establish the report format and approve the final content, frequency, and deadline for progress and/or final reports as described herein.

4.4.2.3 Assign a specific individual to provide oversight and contract administration for all services provided by the Contractor for a specific project (tasks and subtasks).

4.4.2.3.1 This individual shall be responsible for ensuring that all aspects of the project are conducted in accordance with state requirements, including time frames and reports, changes required by the Eligible Agency, or the actions that impact the Contractor.

4.5 TASK ASSIGNMENT/PROJECT MANAGEMENT REQUIREMENTS

4.5.1 The Contractor shall confirm in writing to the requesting Eligible Agency, the specific scope of work, deliverables, timeline, and budget for each task order issued under a resultant contract. This project statement of work shall be approved by the Eligible Agency prior to the start of any work under the contract.

4.5.2 The requesting Eligible Agency shall assign a Task Project Manager for each task order issued under this contract. This Task Project Manager shall be the single point of contact between the Contractor and the requesting Eligible Agency.

4.6 REPORTS AND DELIVERABLES

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

4.6.1 The Contractor shall submit written progress on a timeline determined by the Eligible Agency project manager, and final reports, signed by the Contractor, as required by the Eligible Agency. In some instances, however, the Contractor may be directed to provide an oral progress report.

4.6.1.1 The Eligible Agency shall establish the report format and have final approval of the report content, frequency, and submission deadline. The content of such reports may include, but is not limited to, the following:

4.6.1.1.1 Project title and period covered from start to finish;

4.6.1.1.2 A description of the work performed (identifying subtasks performed);

4.6.1.1.3 Outcomes/Findings or accomplishments to date and percent of project completed;

4.6.1.1.4 Problems encountered, specific steps taken (or recommended) to resolve them, and the short and long term impact these problems have had on the project;

4.6.1.1.5 Conformance to the approved project schedule;

4.6.1.1.6 Expenditure to date;

4.6.1.1.7 Subtasks for the next period; and

4.6.1.1.8 Other recommendations and/or relevant comments.

4.6.1.2 Unless otherwise specified by the Eligible Agency, progress reports shall be submitted by the tenth (10th) of each month during the life of the project.

4.6.2 The Contractor shall understand and agree that all work performed by the Contractor under this agreement shall be submitted to the Task Project Manager for review and approval.

4.6.3 The Contractor shall understand and agree that the Eligible Agency shall have the right to modify, change, or delete any part of the Contractor’s deliverables.

4.6.4 The Contractor shall understand and agree that the Eligible Agency owns its data and is property of the Eligible Agency.

4.6.5 The State or Eligible Agency reserves the right to request the Contractor submit additional or revised reports related to the service provisions and contract performance. Reporting requirements, methods, and/or formats may change during the Contract Term. The Contractor will be notified in writing about any change in reporting formats or requirements.

4.7 DATA TRANSFER UPON TERMINATION OR EXPIRATION

4.7.1 Upon termination or expiration of this Agreement, the Contractor will provide cooperation and assistance to ensure that all Eligible Agency Data are securely transferred to Eligible Agency customer, or a third party designated by Eligible Agency customer, within thirty (30) calendar days. Eligible Agency Data will be transferred as requested by the Eligible Agency customer(s).

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

4.7.2 Contractor shall provide Eligible Agency customer with no less than a ninety (90) calendar day notice of impending cessation of its business or that of any Subcontractor and similarly provide to Eligible Agency customer any contingency plans in the event of notice of such cessation. This includes immediate transfer of any previously escrowed assets or executable code and data.

4.7.3 Contractor shall provide a full inventory and configuration of servers, routers, other hardware, and software involved in service delivery along with supporting documentation, indicating which, if any, of these are owned by or dedicated to the Eligible Agency customer.

4.7.4 Upon termination or expiration of this Contract, or cessation of business of Contractor’s business, Contractor shall provide for an effective and efficient transition of service with minimal disruption to the Eligible Agency customer(s). Contractor shall work closely with its successor to ensure a successful transition to the new service and/or equipment, with minimal downtime and adverse effect on the Eligible Agency customer(s).

4.7.5 Contractor shall provide a written statement to the Eligible Agency customer(s) stating that all data has been transferred or deleted as directed by the Eligible Agency customer.

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

SECTION 2-A SUPPLEMENTS:

(Offeror to insert as required and list here or type “None” on first line)

Title Document Date No. of pages Purpose in Offer

1. Enter or type “None”

2. Enter or delete row if not needed

3. Enter or delete row if not needed

4. Enter or delete row if not needed

5. Enter or delete row if not needed

6. Enter or delete row if not needed

7. Enter or delete row if not needed

The following Exhibit applies to the Scope of Work:

SECTION 2-A_EXHIBIT I – _____________________

End of Section 2-A

PART 2 of the Solicitation Documents

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SECTION 2-A: Scope of Work

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

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 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 Attachments/Exhibits titled ATTACHMENT 4_PRICING_BPM003603_Pricing Sheet to this 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:

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.

2.2.2 Pricing Structure: Pricing shall be proposed in APP in the Items(F) tab according to the two structures defined in Attachment 4_Pricing_BPM003603_Pricing Sheet: Document Digitization and Digital

Workflow. Document Digitization shall be proposed according to the following tiered structure:

(a) Document Digitization Tier 1-A: At Volume: 1-49 Forms

(b) Document Digitization Tier 1-B: At Volume: 50-99 Forms

(c) Document Digitization Tier 1-C: At Volume: 100+ Forms

Digital Workflow shall be proposed according to the following tiered structure:

(d) Annual Subscription Fee Tier 1: Annual Subscription Fee includes annual fee to support the solution. Offeror shall define each respective tier in the Item Description.

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SECTION 2-B: Pricing Document

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

(e) Annual Subscription Fee Tier 2: Annual Subscription Fee includes annual fee to support the solution. Offeror shall define each respective tier in the Item Description.

(f) Annual Subscription Fee Tier 3: Annual Subscription Fee includes annual fee to support the solution. Offeror shall define each respective tier in the Item Description.

(g) Implementation Fee Tier 1 (Year 1 Only): Total Cost to Implement - Tier 1: Offeror shall define each respective tier in the Item Description

(h) Implementation Fee Tier 2 (Year 1 Only): Total Cost to Implement - Tier 2: Offeror shall define each respective tier in the Item Description

(i) Implementation Fee Tier 3 (Year 1 Only): Total Cost to Implement - Tier 3: Offeror shall define each respective tier in the Item Description

Other Category should be proposed if there are applicable additional services:

(j) Other Category – Offeror may propose additional services as needed.

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.

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.

PART 2 of the Solicitation Documents

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SECTION 2-B: Pricing Document

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

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 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 ⬤

Item price ⬤

Extended pricing ⬤

Discount off list or catalog ⬤

Taxes (as a separate invoice line item) ⬤

Upcharge shipping/freight, etc. (as a separate invoice line item) Materials only

Total invoice amount due ⬤

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SECTION 2-B: Pricing Document

Page 16 of 56 2 Available online at: APP.AZ.gov https://gao.az.gov/travel

Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

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, 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.

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.

PART 2 of the Solicitation Documents

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SECTION 2-B: Pricing Document

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

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

⬛ ATTACHMENT 4_PRICING_BPM003603_Pricing Sheet

End of Section 2-B

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SECTION 2-B: Pricing Document

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Description:

Digital Workflow Solution

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

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

1.2 Accepted Offer 1. If State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.

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

3. 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 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 Any item that:

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

2. was attached to an Offer when submitted; and

3. was included in the Accepted Offer.

1.6 Pricing Document 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 A document signed by the Procurement Officer that has been issued for the purpose of making changes to the Contract after execution.

1.8 Contract Terms and The Special Terms and Conditions and the Uniform Terms and Conditions taken collectively.

Conditions

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

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

1.11 Co-Op Buyer A member of the State Purchasing Cooperative that has entered into a “Cooperative Purchasing Agreement” with the Arizona Department of Administration State Procurement Office under A.R.S. §41-2632. Unless there is an applicable Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op Buyer.

For reference, “Co-Op Buyer” is to be construed as encompassing “eligible procurement unit”…