CTR057591_Contract_Documents.pdf

Request for Proposal

Notice Page

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

Solicitation Notice Page Page 1 of 67

Solicitation Number: BPM003566

Description: Blood Test Kits, Evidence Bags, and Laboratory Supplies

Solicitation Due Date and Time: August 17th, 2021 5:00 PM MST

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

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 State Procurement Office’s possession online no later than that deadline.

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, option 2; or by email to app@azdoa.gov.

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

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

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

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

Solicitation No. BPM003566

Blood Test Kits, Evidence Bags, and Laboratory

Arizona Department of Administration State Procurement Office

Table of Contents Page 2 of 67

Table of Contents

Notice Page

Table of Contents

Solicitation Summary 3

Scope of Work 5

Pricing Document 10

Special Terms and Conditions 15

Uniform Terms and Conditions 54

Exhibits 66

Arizona Department of Administration State Procurement Office

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Solicitation Summary

1. What the State is Soliciting

The Arizona Department of Administration, State Procurement Office (the State), as authorized under A.R.S. § 41-2501 is seeking to establish one or more “statewide” contracts to provide blood test kits, evidence bags, and laboratory supplies and consumables.

The State anticipates awarding contract(s) with the intent to secure service coverage statewide.

Whether or not it actually enters into any contracts, how many contracts it enters into, and how the work is awarded between those contracts are all at the State’s discretion. Furthermore, the State will use any awarded contracts on an as-needed basis, with no guarantee as to its actual spending under them.

The State reserves the right to accept any item or combination of items specified in the solicitation, unless the Offeror expressly restricts an item or combination of items in its Proposal, and conditions its response on receiving all items for which it provided a proposal. In the event of such restriction, the State will evaluate if an award on such basis will result with the best value and in the best interest for the State. The State may otherwise determine at its sole discretion that such restriction is non-responsive and deem the Offeror ineligible for further evaluation.

2. What’s in the Solicitation

2.1. At the time of publication, the following documents are included in the Solicitation:

2.1.1. Attachment: BPM003566 Solicitation Requirements

2.1.1.1. Notice / Cover Page

2.1.1.2. Table of Contents

2.1.1.3. Scope of Work

2.1.1.4. Special Terms and Conditions

2.1.1.5. Uniform Terms and Conditions

2.1.1.6. Exhibits I, II, & III

2.1.2. Attachment: BPM003566 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Uniform Instructions to Offerors

Arizona Department of Administration State Procurement Office

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2.1.3. Solicitation Attachments:

2.1.3.1. Offer and Acceptance

2.1.3.2. Boycott of Israel Disclosure

2.1.3.3. Confidential Information

2.1.3.4. Conformance Statements

2.1.3.5. Exceptions

2.1.3.6. Key Personnel

2.1.3.7. Letter of Insurability

2.1.3.8. Organization Profile

2.1.3.9. Proposed Subcontractors

2.1.3.10. Capacity Questionnaire

2.1.3.11. Method of Approach Questionnaire

2.1.3.12. Experience References

2.1.4. Pricing Document

2.2. The State may issue a Solicitation Amendment at any time after solicitation publication, and before the proposal due date. It is the responsibility of the supplier/offeror to routinely check the APP website for any Solicitation Amendments and revised documents.

Arizona Department of Administration State Procurement Office

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Scope of Work

1. Purpose and Background

1.1. The purpose of this solicitation is to conduct a competitive process, in accordance with Arizona Revised Statutes§ 41-2501 to establish contract(s) for the following products and services. The Contractor will work daily with various State entities and participating members of the State Purchasing Cooperative to ensure continuity of the State’s ongoing requirements for blood test kits, evidence bags, and other laboratory supplies.

2. Scope of Work

2.1. Forensic Blood Test Kit

2.1.1. Kit Container:

2.1.1.1. One (1) each. Pre-sealed corrugated cardboard kit box (approximately 2.25” height x 3.75” width x 5.75” length) for evidence storage purposes. Overall dimensions of kit box should not exceed fifty (50) cubic inches (height x (times) width x (times) length). Kit box shall have the following clearly visible printed or attached:

2.1.1.1.1. Biohazard Label (international biohazard symbol – black on fluorescent orange or red background;

2.1.1.1.2. Manufacturer’s name, address, and telephone number;

2.1.1.1.3. The term “Blood Specimen” or “Biological Specimen”;

2.1.1.1.4. Manufacturer’s lot number;

2.1.1.1.5. Kit expiration date;

2.1.1.1.6. “Assigned Case Number:

(with blank area to be completed by field user)”;

2.1.1.1.7. Cardboard kit box to be sealed with paper integrity, frangible tape. Packaging shall be used to deliver tested materials to the appropriate lab via courier. United States Postal Service standards for packaging of forensic material are not required.

2.1.1.1.8. Offeror shall provide pricing for Kit container without accompanied inserts or contents.

2.1.2. Kit Inserts:

Arizona Department of Administration State Procurement Office

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2.1.2.1. One (1) each. Subject consent/collection/witness form (solicitation Attachment I);

2.1.2.2. Sample forms (solicitation attachments) are enlarged to show detail. Actual form lettering may be reduced to fit on a smaller sheet of paper or cardstock.

All information contained in solicitation attachments shall be included in supplied forms/reports;

2.1.2.3. One (1) each. U.S. Food and Drug Administration (FDA) insert.

2.1.2.4. Offeror shall provide pricing for Kit inserts without accompanied container or contents.

2.1.3. Kit Contents:

2.1.3.1. Two (2) each. 10 ml blood collection glass tubes (Vacutainer or equivalent) containing 100 mg Sodium Fluoride and 20 mg Potassium Oxalate;

2.1.3.2. One (1) each. Rigid blood tube holder (plastic, Styrofoam, or cardboard) with investigating officer’s report and chain of possession printed lid (solicitation Attachment III);

2.1.3.3. One (1) each. Disposable tube and needle holder;

2.1.3.4. One (1) each. Sterile and disposable, single use, multiple sample safety needle (21 gauge needle) with single-handed needle tip shield (Becton Dickinson BDV / 368607 or equivalent);

2.1.3.5. One (1) each. Sterile and disposable, single use, locking safety blood collection set (winged infusion/butterfly needle system with Luer Adapter), 23 gauge ¾-inch needle length, 12-inch tubing (Becton Dickinson BDV / 367283 or equivalent);

2.1.3.6. Two (2) each. Antiseptic benzalkonium chloride swab;

2.1.3.7. Two (2) each. Sterile 2”x2”gauze pad;

2.1.3.8. Two (2) each. Tamper-evident evidence seal for kit box;

2.1.3.9. One (1) each. White absorbent pad;

2.1.3.10. One (1) each. Self-adhering compression medical wrap, latex free, 2” width x 24” length, any color. Length can vary between 20” to 30” dependent on commercial availability;

Arizona Department of Administration State Procurement Office

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2.1.3.11. One (1) each. Plastic re-sealable bag (shall be large enough to contain the tube holder as identified in line item 3.1.3.2 above);

2.1.3.12. One (1) each. Single use non-latex adhesive back bandage (Band-Aid® or equivalent) 1” width x 3” length;

2.1.3.13. One (1) each. Single use disposable non-latex tourniquet;

2.1.3.14. One (1) each. Pair of nitrile gloves, size “extra large”;

2.1.3.15. Offeror shall provide pricing for Kit Contents without accompanied container and inserts.

2.2. Evidence Bags

2.2.1.Pistol Evidence Bag

2.2.1.1. Dimensions of bag:

2.2.1.2. Length: 16.0” (inches)

2.2.1.3. Width: 12.0” (inches)

2.2.1.4. Thickness: 2mm (millimeters)

2.2.1.5. Frangible seal to run along opening of the width dimension and be able to completely sealed edge to edge with no air allowed to escape once fully sealed.

Seal must have tamper evident closure.

2.2.1.6. Adhesive on seal is to begin at .5” vertically from the top of the bag and 1.5” long, covering the width of the bag.

2.2.1.7. Bag is to have custom label artwork to provide area for customer to write on (provided in solicitation Attachment II). The label is to include:

2.2.1.8. White opaque background for legibility purposes

2.2.1.9. Smear resistant surface

2.2.1.10. Material must be transparent enough to see contents within.

2.2.1.11. Offeror shall provide description of material and adhesive to be used in pricing document.

2.2.1.12. Offeror shall provide maximum storage weight limits in pricing document.

Arizona Department of Administration State Procurement Office

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2.2.1.13. Offeror shall provide minimum quantity order. The State will take into consideration actual production quantity order and its effects on quotes and minimum quantity orders.

2.2.2. Long Gun Evidence Bag

2.2.2.1. Dimensions of bag:

2.2.2.2. Length: 51.0” (inches)

2.2.2.3. Width: 12.0” (inches)

2.2.2.4. Thickness: 4mm (millimeters)

2.2.2.5. Frangible seal to run along opening of the width dimension and be able to completely sealed edge to edge with no air allowed to escape once fully sealed. Seal must have tamper evident closure.

2.2.2.6. Adhesive on seal is to begin at .5” vertically from the top of the bag and 1.5” long, covering the width of the bag.

2.2.2.7. Bag is to have custom label artwork to provide area for customer to write on and a diagram displaying which way to point (provided in solicitation Attachment III). The label is to include:

2.2.2.8. White opaque background for legibility purposes

2.2.2.9. Smear resistant surface

2.2.2.10. Material must be transparent enough to see contents within.

2.2.2.11. Offeror shall provide description of material and adhesive to be used in pricing document.

2.2.2.12. Offeror shall provide maximum storage weight limits in pricing document.

2.2.2.13. Offeror shall provide minimum quantity order. The State will take into consideration actual production quantity order and its effects on quotes and minimum quantity orders.

2.3. Samples

2.3.1. The State will request Offeror(s) to submit one or more first article samples of the blood test kits and evidence bags as part of the proposal for evaluation.

Arizona Department of Administration State Procurement Office

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2.3.2. Within seven (7) days of notification or as specified in the written request, the Offeror shall provide the first article samples.

2.3.3. Failure to provide first article samples within the stated time frame or failure to supply first article samples that affirm compliance with the specifications contained herein shall result in the offer being deemed non-responsive and no longer susceptible for award.

2.3.4. Samples shall be furnished at no expense to the State and shall include documentation identifying the Offeror and the solicitation number. When requested, sample(s) shall be shipped to:

Arizona Department of Public Safety Procurement Office, Attention: Cammy Hoang 2102 W. Encanto Blvd

MD 1230 P.O. 6638

Phoenix, AZ 85009

2.3.5. Contractor affirms the first article samples or models meet or exceed the specifications contained herein and shall be made part of the basis for award of the contract and creates a written express warranty that the whole of the goods shall conform to the first article samples or models.

2.3.6. Within thirty (30) calendar days after the contract award date, the Offeror shall submit a written request to the State Procurement Officer for the return of any Offeror supplied first article sample(s) not destroyed in the evaluation process. The State shall reserve the right properly dispose of submitted first article sample(s) after this date. Requested sample returns shall be at the Offeror’s expense.

3. Exhibits

3.1. ATTACHMENT 1

3.1.1. CONSENT FORM & BLOOD COLLECTION REPORT

3.1.2. PISTOL EVIDENCE BAG LABEL AND DIAGRAM

3.1.3. LONG GUN EVIDENCE BAG LABELS AND DIAGRAM

Arizona Department of Administration State Procurement Office

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Pricing Document

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.

Contractor will be compensated based on the final detailed written quote approved by the Eligible Agency.

2. Pricing

2.1. Contractor’s Best Pricing. Supplier warrants that, for the term of the Contract, the prices and discounts set out in Attachments titled ATTACHMENT 4_PRICING – BPM003566, 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 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.

Arizona Department of Administration State Procurement Office

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2.3. Price Increase. 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.

2.3.1. Initial Contract prices will be honored for one year after award of Contract.

2.3.2. 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 the 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.

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

2.6. Travel. 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 the 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. 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.

https://gao.az.gov/travel https://gao.az.gov/travel

Arizona Department of Administration State Procurement Office

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4. 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:

● Bill-to name and address

● Contractor name and contact information

● Remit-to address

● Invoice number and date

● State contract number

● Order number (APP PO number)

● Date the services performed

● Applicable payment terms

● Material or Service description (Itemized)

● Quantity delivered or performed

● Line item unit of measure

● Item price

● Extended pricing

● Taxes (as a separate invoice line item)

● Mailing fees (if applicable)

● Total invoice amount due

4.3. No Invoice Without Authorization. Contractor shall not seek payment for any:

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

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

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

Arizona Department of Administration State Procurement Office

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4.4. 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.

4.5. 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.

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

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

4.5.2.1. are sent to an incorrect address;

4.5.2.2. do not reference the correct State contract or APP Order number; or

4.5.2.3. are payable to any Person other than the Contractor.

4.5.3. 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. 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 overpayment and may deduct the overpaid 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.

Arizona Department of Administration State Procurement Office

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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. Exhibits to the Pricing Document

ATTACHMENT 4_PRICING – BPM003566

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

Arizona Department of Administration State Procurement Office

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Special Terms and Conditions

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

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

1.2. Accepted Offer

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

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

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

1.3. Arizona Procurement Code 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:

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

1.5.2. Was attached to an Offer when submitted; and

1.5.3. Was included in the Accepted Offer.

1.6. Pricing Document. Section Pricing Document of the Solicitation Requirements document 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.

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

Arizona Department of Administration State Procurement Office

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

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

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

1.11. Co-Op Buyer. A member of the State Purchasing Cooperative that has entered into a “Cooperative Purchasing Agreement” with the Arizona Department of Administration State Procurement Office under A.R.S. §41-2632. Unless there is an applicable Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing an “eligible procurement unit” under A.A.C. R2-7-101(23).

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non-profit organizations, other state governments, the federal government and tribal nations. For reference, “non-profit organizations” are defined in A.R.S. § 41- 2631(4) as any nonprofit corporation as designated by the IRS under Section 501(c)(3) through 501(c)(6) of the tax code.

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

1.14. Instructions to Offerors. “Instructions to Offerors” means the Solicitation Instructions document of the Solicitation.

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

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

Arizona Department of Administration State Procurement Office

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

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

1.16. The State’s e-Procurement System. The State’s 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. Technical Bulletin No. 020 is available online at:

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

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

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

1.19. Subcontractor. 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. The totality of the Materials and the Services and all the acts of administration, creation, production, and performance necessary to fulfill and incidental to fulfilling all of Contractor's obligations and duties under the Contract in conformance with the Contract and applicable laws.

2. Contract Interpretations

2.1. Usage. Where the Contract:

2.1.1. assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a reference to the Contractor and all Subcontractors, whether they are first-tier subcontractors, sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-consultants, as well as all of Contractor’s and the Subcontractor’s respective agents, representatives, and employees in every instance unless the context plainly requires that it is a reference only to Contractor as apart from Subcontractors.

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

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2.1.2. uses the permissive “may” with respect to a party’s actions, determinations, etc., the terms is to be interpreted as in A.A.C. R2-7-101(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 1. what is fair, reasonable, and as accommodating of the respective best interests of both parties as practicable under the circumstances;

2.1.3. uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to be interpreted as in A.A.C. R2-7-101(43) [Definitions]. Conversely, the phrase “shall not” is to be interpreted as an imperative prohibition.

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

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

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

2.2. Contract Order of Precedence

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

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

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Special Terms and Conditions Page 19 of 67 document or provision with the latest date prevails. Information being identified in one document but not in another is not to be considered a conflict or inconsistency.

2.2.2.1. Contract Amendments;

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

(1) Special Terms and Conditions;

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

(4) Scope of Work;

(5) Exhibits to the Scope of Work;

(6) Pricing Document;

(7) Exhibits to the Pricing Document;

(8) Specifications; and

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

2.2.2.3. Orders, in reverse chronological order; and

2.2.2.4. Accepted Offer.

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

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 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.

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3. Contract Administration and Operation

3.1. Term of Contract. The term of the Contract will commence on the date indicated on the Acceptance and continue for twelve (12) months unless 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: address all Contract correspondence other than formal notices to the email address indicated as “Default for Type” for “General Mailing Address” in Contractor’s corresponding State’s e-Procurement System Vendor Profile; and address any required notices to Contractor to the “Contact Name and Title” at the “Mailing Address” indicated on the Accepted Offer, as that address might have been amended during the term of the Contract.

3.3.2. TO STATE. Contractor shall: address all Contract correspondence other than format notices to the email address indicated in “Contact Instructions” in the The State’s e-Procurement System Summary for State; and address any required notices to State to the Procurement Officer identified as “Purchaser” in the State’s e-Procurement System Summary at the following mailing address:

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

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

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

3.4.2. revision to Procurement Officer appointment or contact information; or

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

In every case other than those listed in (1), (2), and (3) above, both parties’ signatures – or “approval” in The State’s e-Procurement System, in the case of an Amendment – are required to give it effect.

3.5. Click Through Terms and Conditions If either party uses a web-based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any software based ordering system with respect to the Contract (each an “Electronic Ordering System”), the parties acknowledge and agree that an Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract. Accordingly, where an authorized State user is required to “click through” or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering Systems, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any Materials or Services, those terms and conditions will also be void.

3.6. Books and Records

3.6.1. RETAIN RECORDS. By A.R.S. §41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to any cost and pricing data submitted in satisfaction of § 41-2543 for the period specified in the statute

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

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

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3.7. Contractor Licenses Contractor shall maintain current federal, state and local licenses and permits required for the operation of its business in general, for its operations under the Contract, and for the Work itself.

3.8. Inspection and Testing By A.R.S. §41-2547, State may at reasonable times inspect the part of Contractor’s or Subcontractors’ plant or places of business related to performance under the Contract. Accordingly, Contractor agrees to permit (for itself) and ensure (for Subcontractors) access for inspection at any reasonable time to its facilities, processes, and services. State may inspect or test, at its own cost, any finished goods, work-in-progress, components, or unfinished materials that are to be supplied under the Contract or that will be incorporated into something to be supplied under the Contract. If the inspection or testing shows non-conformance or defects, then Contractor will owe State reimbursement or payment of all costs it incurred in carrying out or contracting for the inspection and testing, as well as for any re-inspection or re-testing that might be necessary. Neither inspection of facilities nor testing of goods, work, components, or unfinished materials will of itself constitute acceptance by State of those things.

3.9. Ownership of Intellectual Property

3.9.1. RIGHTS IN WORK PRODUCT. All intellectual property originated or prepared by Contractor pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual copyrights, trademarks, trade names, trade secrets, technical communications, records reports, computer programs and other documentation or improvements thereto, including Contractor’s administrative communications and records relating to the Contract, are considered work product and Contractor’s property, provided that, State has Government Purpose Rights to that work product as and when it was delivered to State.

3.9.2. “Government Purpose Rights” are:

3.9.2.1. the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide right to use, modify, reproduce, release, perform, display, sublicense, disclose and create derivatives from that work product without restriction for any activity in which State is a party;

3.9.2.2. the right to release or disclose that work product to third parties for any State government purpose; and

3.9.2.3. the right to authorize those to whom it rightfully releases or discloses that work product to use, modify, release, create derivative works from the work product for any State government purpose; such recipients being understood to include the federal government, the governments of other states, and various local governments.

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“Government Purpose Rights” do not include any right to use, modify, reproduce, perform, release, display, create derivative works from, or disclose that work product for any commercial purpose or to authorize others to do so.

3.9.3. JOINT DEVELOPMENTS. The parties may each use equally any ideas, concepts, know-how, or techniques developed jointly during the course of the Contract, and may do so at their respective discretion, without obligation of notice or accounting to the other party.

3.9.4. PRE-EXISTING MATERIAL. All pre-existing software and other materials developed or otherwise obtained by or for Contractor or its affiliates independently of the Contract or applicable Purchase Orders are not part of the work product to which rights are granted State under subparagraph 3.9.1 above, and will remain the exclusive property of Contractor, provided that:

3.9.4.1. any derivative works of such pre-existing material or elements thereof that are created pursuant to the Contract are part of that work product;

3.9.4.2. any elements of derivative work of such pre-existing material that was not created pursuant to the Contract are not part of that work product; and

3.9.4.3. except as expressly stated otherwise, nothing in the Contract is to be construed to interfere or diminish Contractor’s or its affiliates’ ownership of such pre-existing materials.

3.9.5. DEVELOPMENTS OUTSIDE OF CONTRACT. Unless expressly stated otherwise in the Contract, does not preclude Contractor from developing competing materials outside the Contract, irrespective of any similarity to materials delivered or to be delivered to State hereunder.

3.10. Subcontract

3.10.1. INITIAL LIST. At the time of Contract execution, Contractor’s candidate Subcontractors were identified in Attachment Proposed Subcontractors to the Accepted Offer [Proposed Subcontractors]. Agreeing to them being included in the Accepted Offer signified Procurement Officer’s advance consent for Contractor to enter into a Subcontract with each candidate, which Contractor shall do as promptly as necessary to ensure its ability to carry out the Work in a timely manner.

3.10.2. Contractor shall not enter into a Subcontract without first obtaining Procurement Officer’s written consent with any prospective Subcontractor that (a) was not listed on the Attachment Proposed Subcontractors at time of Contract execution or (b) is

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Special Terms and Conditions Page 24 of 67 for any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it.

3.10.3. FLOW-DOWN. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as appropriate.

When making any post-execution consent requests, Contractor shall include its warrant that it will do the same for the pending Subcontracts covered by the request.

Entering into Subcontracts will not relieve Contractor of any of its obligations or duties under the Contract, including, among other things, the duty to supervise and coordinate the work of Subcontractors. Nothing contained in any Subcontract will create or is to be construed as creating any contractual relationship between State and the Subcontractor.

3.11. Offshore Performance of Certain Work Prohibited. Contractor shall only perform those portions of the Services that directly serve the State or its clients and involve access to secure or sensitive data or personal client data within the defined territories of the United States.

Unless specifically stated otherwise in the Scope of Work, this paragraph does not apply to indirect or overhead services, redundant back-up services, or services that are incidental to performance under the Contract. This provision applies to work performed by Subcontractors at all tiers.

3.12. Orders

3.12.1. ORDER SUFFICIENCY. The Contract was awarded in accordance with the Arizona Procurement Code; the transactions and procedures required by the code for competitive source selection have been met. An Order issued that cites the correct State contract number will suffice to authorize the Contractor to provide the Materials and perform the Services covered by that Order.

3.12.2. ORDER TERMS. All Orders are subject to the Contract Terms and Conditions; an Order cannot modify the Contract Terms and Conditions.

3.12.3. ORDERS ARE OBLIGATORY. Until the expiration or earlier termination of the Contract, State may issue and Contractor shall accept Orders that make proper reference to the Contract and are permissible hereunder, provided that, Contractor is not obliged to accept any Order that is not consistent with the then-current pricing, lead times, specifications, or payment provisions of the Contract. Contractor shall fulfill and complete any Orders that are begun but not yet completed as of expiration or earlier termination of the Contract unless State instructs otherwise at the time.

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3.12.4. SPECIAL CASE. In the special case where both the following conditions are true, Procurement Officer’s signature on the Acceptance is Contractor’s authorization to perform and therefore no Order is required: (a) the Contract is identified as being a “single-agency/single-project” contract and (b) the Contract was created in The State’s e-Procurement System as something other than a “Master/ Blanket” type.

3.12.5. NO MINIMUMS OR COMMITMENTS. (a) Contractor shall not impose any minimum dollar amount, item count, services volume, or services duration on Orders; (b) State makes no commitment of any kind concerning the quantity or monetary value of activity actually initiated or completed during the term of the Contract; (c) Contractor shall only deliver or perform as authorized by Orders; and (d) State is not limited as to the number of Orders it may issue for the Contract. For clarity of intent, the foregoing applies equally whether an Eligible Agency issues the Order or, if applicable, a Co-Op Buyer issues it.

3.12.6.