CTR059872_Contract_Documents_-_Sentinel_Technologies_Inc.pdf

Cover Sheet

Contract No.: CTR059872

Supplier Name: Sentinel Technologies, Inc.

Solicitation No.: BPM003793

Statewide Procurement Manager:

Michael Hillebrand

Statewide Procurement Manager State Procurement Office Arizona Department of Administration 100 North 15th Avenue, Suite 402 Phoenix, AZ 85007 Michael.Hillebrand@azdoa.gov Office: 602-542-4229

Contents:

Executed Offer and Acceptance Form

Scope, Pricing and Terms and Conditions

Conformance Statements mailto:Michael.Hillebrand@azdoa.gov

Michael Hillebrand Statewide Procurement Manager

4/19/2022

4/8/2022

CTR059872

Request for Proposal

Solicitation No. BPM003793

Network and Telephony Equipment and Related

Services

Arizona Department of Administration

State Procurement Office

100 N 15th Avenue

Phoenix, AZ 85007

Table of Contents Page 2 of 74

Table of Contents

Notice Page

Table of Contents

Solicitation Summary 3

Scope of Work 5

Pricing Document 13

Special Terms and Conditions 19

Uniform Terms and Conditions 66

Arizona Department of Administration

State Procurement Office

Solicitation Summary Page 3 of 74

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 network and telephony equipment and related services.

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: BPM003793 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

2.1.2. Attachment: BPM003793 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Uniform Instructions to Offerors

2.1.3. Solicitation Attachments:

Arizona Department of Administration

State Procurement Office

Solicitation Summary Page 4 of 74

2.1.3.1. Attachment 1 – BPM003793 Offer and Acceptance Form

2.1.3.2. Attachment 2 – BPM003793 Boycott of Israel Disclosure

2.1.3.3. Attachment 3 – BPM003793 Confidential Information

2.1.3.4. Attachment 4 – BPM003793 Conformance Statements and

Supplements

2.1.3.5. Attachment 5 – BPM003793 Key Personnel

2.1.3.6. Attachment 6 – BPM003793 Letter of Insurability

2.1.3.7. Attachment 7 – BPM003793 Organizational Profile

2.1.3.8. Attachment 8 – BPM003793 Proposed Contractors

2.1.3.9. Attachment 9 – BPM003793 Offeror Questionnaire

2.1.3.10. Attachment 10 – BPM003793 Experience References

2.1.3.11. Attachment 12 – BPM003793 Manufacturer Authorization Letters

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

Scope of Work Page 5 of 74

Scope of Work

1. Purpose and Background

The State of Arizona, its Agencies, Boards and Commissions (State), as well as Participating Members of the State Purchasing Cooperative (Cooperative), have an ongoing requirement for various network and telephony products and related services as described herein. The purpose of this solicitation is to conduct a competitive process, in accordance with Arizona Revised Statutes (ARS) 41-2501 et seq., to create a contract(s) from which the State and its Cooperative Members may acquire these products and services.

The objective is to contract with a variety of network equipment, telephony equipment, and network security related equipment vendors to provide a full range of equipment, maintenance, training and services.

Currently, the State of Arizona has seven (7) statewide Network Equipment and Services contracts which provide a variety of Data, Voice, and Multimedia Network-based, Network-embedded Products and Services to include all converged and traditional-separate voice, data, and video network products and services.

Equipment is primarily designed, and defined by applicable industry standards, for transporting/receiving data

(data, voice, and multimedia) between connection points, destinations or endpoints, rather than product-specific technology requirements, allowing for some flexibility to accommodate open-standards-based products, new technologies, and next generation networks.

2. Scope of Work

The Scope for Data, Voice, and Multimedia Network-based, Network-embedded Products and Services under this Contract includes all converged and traditional-separate voice, data, and video network products and services primarily designed, and defined by applicable industry standards, for transporting/receiving data

(data, voice, and multimedia) between connection points, destinations or endpoints.

2.1 This Scope does allow for Data, Voice, and Multimedia Network based Network-embedded Products and Services including:

2.1.1 All labor, materials, transportation, equipment and other activities for, and reasonably incidental to: installation, integration, implementation, engineering analysis, design and configuration, of the manufacturer’s product or service.

2.1.2 Software and/or hardware maintenance and support of the manufacturer’s product or service; and

2.1.3 Ancillary services in conjunction with the implementation, or installation of a manufacturer’s product.

2.1.4 Networking products and services, such as routers, gateways, switches, modems, CSU/DSU, access devices, concentrators, network-embedded security solutions, caching and content management devices;

2.1.4.1 Network firewalls, filtering software and security solutions

2.1.4.2 Network Management Products such as management, monitoring, testing, analyzing, and traffic simulating equipment;

Arizona Department of Administration

State Procurement Office

Scope of Work Page 6 of 74

2.1.5 Wireless Products for applications such as:

2.1.5.1 IEEE802.11X (Wireless Local Area Network - WLAN);

2.1.5.2 IEEE 802.15 (Wireless Personal Area Network – WPAN);

2.1.5.3 IEEE 802.16 (Wireless Metropolitan Area Network – WMAN); and,

2.1.5.4 Fixed Wireless Equipment and related services, such as, access points, transfer points, and controllers

2.1.6 Telephony to include:

2.1.6.1 Telephony products and services, such as IP Telephony systems, PBX and key systems, voice mail and unified messaging systems, teleconferencing, call management systems including Automatic Call Distribution (ACD), Interactive Voice Response (IVR), Computer Telephony Integration (CTI), call account, and the associated end-user telephone devices (other than two-way radios)

2.1.6.2 Telephony management, monitoring, testing, analyzing, and traffic-simulating equipment

2.1.7 Cloud Services integration specifically used in conjunction with the hardware equipment and software purchased and utilized within the scope of this contract.

2.1.8 Managed Services specifically used in conjunction with the hardware equipment and software purchased and utilized within the scope of this contract.

2.1.9 Services used in conjunction with the design, analysis, configuration, implementation, installation, training, maintenance, and support of Data, Voice, and Multimedia Network-based, Network- embedded products and services.

2.1.10 State Agencies, boards and commissions must receive approval from ASET-EIC prior to any purchases under Items 2.1.5 and 2.1.6 of the Scope of Work.

2.1.11 Training:

2.1.11.1 Initial Training on specific equipment that has been purchased.

2.1.11.2 “As needed” Training on specific equipment that has been purchased (e.g. New Hires, etc.).

2.1.11.3 Annual Training for up to fifty (50) participants.

2.2 This Scope requires that the Contractor shall:

Arizona Department of Administration

State Procurement Office

Scope of Work Page 7 of 74

2.2.1 Provide a Maintenance Program. Contractor shall have a maintenance program for those Customers who choose or require these services. Maintenance programs shall be comprehensive enough to provide service to any Customer within the State of Arizona.

2.2.2 Provide Technical Support:

2.2.2.1 On-Line Support: Provide and maintain a toll-free technical support telephone line, website, or other communication mechanism(s) for the purpose of providing competent technical assistance to Customers who contact the Contractor regarding the operation of Products supplied by the Contractor. Support shall be accessible to all customers who wish to obtain competent technical support.

2.2.2.2 On-Site Support: If requested by the Customer, the Contractor shall also provide on-site installation and troubleshooting and assistance services. These services shall be in addition to the Maintenance Program provided under 2.2.1 above.

2.3 This Scope does not allow:

2.3.1 The single purchase of products and services primarily designed to store or process (compute) data, such as midrange or mainframe computer systems, or consumer electronic hardware, component parts and accessories;

2.3.2 Video and Audio conferencing equipment and products; such as:

2.3.2.1 Audio and visual presentation and composing equipment;

2.3.2.2 Cameras;

2.3.2.3 Monitors;

2.3.2.4 VCRs; and

2.3.2.5 Consumer electronics.

2.3.3 Building Wiring Systems (BWS) and structured cabling systems;

2.3.4 Personal Computer Hardware (which includes desktops, laptops and tablets), PC Software and related Services including desktop PC-based firewall and virtual private network (VPN) client-only products and services;

2.3.5 Fixed Wireless Systems and Related Services such as point-to-point and multi-point radios, cabling antennas, towers, power, frequency coordination, licensing, designed to receive/transmit data;

2.3.6 General purpose UNIX Workstations & Servers;

Arizona Department of Administration

State Procurement Office

Scope of Work Page 8 of 74

2.3.7 Disaster Recovery Services;

2.3.8 Value-Added Software not specifically designed to support and secure the transport of data (as defined above);

2.3.9 Radio related Products and Services, including Public Safety communication Equipment, 2-way radios, 900MHz Digital Radio Systems, and Digital Microwave Radio Equipment;

2.3.10 Disk Data Storage Hardware, including Network Attached Storage and Storage Area Network;

2.3.11 Carrier Services, both regulated and unregulated; and,

2.3.12 General Information Technology Research & Advisory Service and IT Consultant.

2.4 Pricing

For the purpose of complying with this requirement, “list price” means: The price of an article as shown in a list issued by the manufacturer or by the general body of manufacturers of the particular class of goods (Merriam-Webster).

2.4.1 Minimum Percent Reduction (Discount) of Price off the List Price. The Contractor shall make available a complete product line at a specified percentage reduction (discount) off the list price.

Example: $100.00 List Price minus 60% = $40.00 Reduced (Discounted) Price.

2.4.2 Minimum Maintenance Discount Percent off the List Price. The Contractor shall make available a specified percentage discount off the list price for maintenance for a product line.

2.4.3 Minimum Service Discount Percent off the List Price. The Contractor shall make available a specified percentage discount off the list price for services for a product line.

2.4.3.1 Any services shall include coverage to all geographic regions within the State of Arizona. Service areas are divided into two sections: Urban and Rural.

2.4.3.2 The Contractor may establish a single price for “Rural” areas. All cities specified as “Rural” shall encompass the legal jurisdictional boundaries of the city.

2.4.3.3 The Contractor may establish a single price for “Urban” areas.

The four areas designated as “Urban” are:

A. Flagstaff within a 20 mile radius from City Center

Arizona Department of Administration

State Procurement Office

Scope of Work Page 9 of 74

B. Phoenix within a 30 mile radius from City Center C. Tucson within a 30 mile radius from City Center D. Yuma within a 20 mile radius from City Center

2.4.4 The Contractor may offer promotional or volume discounts below the specified percentage discount off the list price stated in the Contract at any time during the life of the Contract.

2.4.5 Most-Favored Customer Pricing. Throughout the life of the contract, the Contractor shall always offer the State the most-favored customer or Highest Tier Customer price discount rate on contracted product(s) concurrent with a published price discount rate made to other Customers (both Private and Public sectors). The Contractor shall extend to the State that most-favored customer or Highest Tier Customer price discount on all new product lines during the life of the contract.

2.4.6 Price Proposal and Level Discounts

2.4.6.1 Offerors must submit with their proposal a narrative that describes the baseline (published) pricing and the initial pricing level discount that is proposed, by type, category and Manufacturer of products and services. The response to this specification must be in the form of a percentage discount off a published or base

Arizona Department of Administration

State Procurement Office

Scope of Work Page 10 of 74 line price listing.

2.4.6.2 Offerors must describe the base line pricing and provide information where the baseline pricing may be accessed and verified.

2.4.6.3 Offerors shall provide additional volume based pricing for consideration. The

Evaluation Committee will be evaluating both per transaction and cumulative volume discounts that may be achieved as well as programs that allow for deeper discounts for proposed standardized configurations.

2.4.6.4 Per Transaction Multiple Unit Discount - Offeror’s should propose a discount on each item purchased from the current Published Price List. This discount should extend through all like items or categories and should correlate with those discounts input into the Arizona Procurement Portal (APP), where you are pricing out equipment

2.4.6.5 Cumulative Discount - Offeror’s should propose a contractual, cumulative, permanent volume discount based on dollars resulting from the cumulative purchases by all governmental purchasers. The narrative in response to this specification should include a table indicating the additional discount percentage to be earned by cumulative volume purchased. For example, Offeror’s may propose an increase in price discounts from the baseline pricing for cumulative volumes greater than “X” million dollars.

2.4.7 Equipment Category Definitions

2.4.7.1 Routing Devices - Network devices capable of: 1. Interfacing with both traditional and modern carrier services offerings; 2. Layer 3 packet inspection and decision making;

and, 3. Compliant with applicable regulatory and industry.

2.4.7.2 Switching Devices based on Layer 2 forwarding (Switches) - Network devices capable of: 1. May interface with traditional and modern carrier service; offerings; 2. IT environments include: LAN/MAN/WAN Optical, Storage Networking, Ethernet, Wireless, and other environments where information must be transmitted between attached devices; 3. Physical layer (Non Disruptive) switches for patching, testing, and, monitoring purposes; 4. Ethernet Switches with the abilities to make decisions and manipulate data at Layers 3 or higher, including: Load Balancing, Bandwidth Optimization, Health and Alert Monitoring, & Security Features; and, 5. Technologies employed include but not limited to: Ethernet, SONET, WDM, and ATM.

2.4.7.3 Wireless Ethernet - Typically layer 2 and/or Layer 3 devices capable of wireless transmission and reception of data packets: 1. Access Points capable of providing local device accessibility; 2. Point-to-point or Bridged; 3. Meshed configuration; and, 4.

Licensed or unlicensed spectrum use.

2.4.7.4 Security Equipment and Solutions - May include devices operating at any layer in the OSI model. 1. Packet inspection/rule enforcement (ACL, Firewall, IDS, DDOS, etc.); 2.

Real time interpretation and response (Application Firewalls, IPS, etc.); 3. Content

Arizona Department of Administration

State Procurement Office

Scope of Work Page 11 of 74

Filtering and/or Rate Limiting; 4. RAS solutions (VPN, SSL acceleration, etc.); and, 5.

Centralized monitoring, trend analysis, health and alerting systems.

2.4.7.5 Monitoring and Management Solutions - May include software or appliances operating at any layer in the OSI model: 1. Solutions should accomplish the centralization and interpretation of data acquired from networked devices; 2. Solutions should be developed around commonly accepted methodologies and should make use of the newest versions of SNMP and/or TLS; 3. Solutions must enhance security, manageability, and accountability; 4. Solutions interface should be an intuitive GUI, with possible built in CLI and manual configuration abilities; and, 5. Reporting and analysis tool must include canned reports for regulatory compliance with HIPAA, etc.

2.4.7.6 Other Network Centric solutions - Will include many of the required network elements not listed above. 1. DNS, NAT/PAT, DHCP, and other IP Address management solutions; 2. Mobility and session persistence solutions; 3. Authentication.

2.4.7.7 Telephony - Telephony products and services, such as IP Telephony systems, PBX and key systems, voice mail and unified messaging systems, teleconferencing, call management systems including Automatic Call Distribution (ACD), Interactive Voice Response (IVR), Computer Telephony Integration (CTI), call accounting, and the associated end-user telephone devices.

2.4.7.8 Multi-Function Solutions - Industry movement indicates that multi-function networking appliances are becoming the way of the future. List and describe any product lines that are merging into multi- function platforms. This may include technology areas that are not covered in areas 1 to 7 above. Each such product should be listed with a note including the areas that are included and a short description of any other technological advantages gained through the aggregation of these technologies. (i.e. Blade server chassis may house a built in Ethernet switch – Routers may be capable of Firewall, IDS, and other abilities – Network storage may include an Ethernet and/or a fiber channel switch – etc.).

2.4.7.9 Maintenance Program - Contractor shall have a maintenance program for those Customers who choose or require these services. Maintenance programs shall be comprehensive enough to provide service to any Customer within the State of Arizona.

2.4.7.10 Training - Initial Training on specific equipment that has been purchased.

2.4.7.11 Training - "As Needed" Training on specific equipment that has been purchased (e.g. New Hires).

2.4.7.12 Training - Annual Training for up to fifty (50) participants.

2.5 Online Catalog

The Contractor shall make available an online catalog:

Arizona Department of Administration

State Procurement Office

Scope of Work Page 12 of 74

2.5.1 Restricted to only those items that may be purchased under this Contract by being identified as core items or are within the general product categories established by this Contract.

2.5.2 Shall not include any items that are specifically excluded from this Contract.

2.5.3 The website shall include:

2.5.3.1 Product information/catalog which reflects most recent Arizona approved price catalog;

2.5.3.2 Primary contact information: Name(s), phone number(s), Email address (es);

and,

2.5.3.3 Quote and ordering information.

2.5.4 Website shall be available 24 x 7, except for scheduled maintenance.

2.5.5 No costs or expenses associated with providing this information shall be charged to the Users.

2.5.6 Universal Resource Locator (URL) for the website must be supplied to the Procurement Officer within thirty (30) days of an award

Arizona Department of Administration

State Procurement Office

Pricing Document Page 13 of 74

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 Pricing, 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

Arizona Department of Administration

State Procurement Office

Pricing Document Page 14 of 74 the accomplishment of the requirements in the Contract are included in the pricing provided.

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. ANNUAL ADJUSTMENT: No earlier than 60 (thirty) days before and no later than each anniversary of the effective date during the term of the Contract, either Contractor or State may request an adjustment to the contracted labor rates and reimbursable costs rates.

2.3.2.1. Each shall respond within 21 (twenty-one) days of the request.

2.3.2.2. Any rates so adjusted will be:

2.3.2.2.1. (a) valid until the next anniversary;

2.3.2.2.2. only apply to portions of the Work not yet carried out as of that date (i.e., they do not apply retroactively); and

2.3.2.2.3. not reflected in Contractor’s invoices until State provides its formal acceptance by issuing a Contract Amendment.

2.3.3. PROMOTIONAL PRICING: Contractor may offer state-wide promotional discounts. If a promotion has been established, it shall run for a minimum of

30 calendar days and be submitted to the State in writing and include the following:

2.3.3.1. Documentation showing published cost reduction; and

2.3.3.2. Beginning and end dates of the promotion.

2.3.4. Contractor may offer volume discounts that are purchased over a fixed term period. If offered, the Contractor discounts shall be submitted to the State and clearly describe and include the following:

2.3.4.1. Documentation showing volume discount thresholds indicating additional savings or reductions in discounts offered;

2.3.4.2. Beginning and end dates of the volume discount.

Arizona Department of Administration

State Procurement Office

Pricing Document Page 15 of 74

2.3.5. 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.

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

Arizona Department of Administration

State Procurement Office

Pricing Document Page 16 of 74

● 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.

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.

Arizona Department of Administration

State Procurement Office

Pricing Document Page 17 of 74

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.

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

Arizona Department of Administration

State Procurement Office

Pricing Document Page 18 of 74 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 https://gao.az.gov/afis/vendor-information

Arizona Department of Administration

State Procurement Office

Special Terms and Conditions Page 19 of 74

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

Arizona Department of Administration

State Procurement Office

Special Terms and Conditions Page 20 of 74

“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 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.

Arizona Department of Administration

State Procurement Office

Special Terms and Conditions Page 21 of 74

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;

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:

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

Arizona Department of Administration

State Procurement Office

Special Terms and Conditions Page 22 of 74

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.

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

Arizona Department of Administration

State Procurement Office

Special Terms and Conditions Page 23 of 74 only in one but not in another, Contractor shall carry out the Work as though the relevant Work, requirements, obligations, or duties had been fully described in all, consistent with the other documents forming the Contract and as is reasonably inferable from them as being necessary to produce complete results.

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

Arizona Department of Administration

State Procurement Office

Special Terms and Conditions Page 24 of 74

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.

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:

Arizona Department of Administration

State Procurement Office

Arizona Department of Administration

State Procurement Office

Special Terms and Conditions Page 25 of 74

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

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

Arizona Department of Administration

State Procurement Office

Special Terms and Conditions Page 26 of 74 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.

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.