CTR061508_-Contract.pdf

9-1-1 and/or Public Safety Professional Services

CTR061508

IXP Corp

This contract is for 9-1-1 and/or Public Safety Professional Services for all State of Arizona Agencies, Boards and Commissions including members of the State of Arizona Purchasing Cooperative. Awarded Areas of Expertise include:

• SYSTEM ADMINISITRATION PROJECT MANAGEMENT

• COMPUTER PROGRAM DEVELOPMENT

Table of content:

• Offer and Acceptance

• Contract (Solicitation Requirements) o Scope of Work o Special Terms and Conditions o Uniform Terms and Conditions

• Pricing o CTR061508 Pricing.xlxs (Separate file located in APP)

• Exceptions – None Taken

• Additional Contract Documents o CTR061508 - Supplier Proposal Response.zip (Separate file located in APP)

All solicitation documentation can be found in APP under BPM004433

Request for Proposal Attachment 1: Offer and Acceptance Form

Solicitation No. BPM004433

9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration

State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

Solicitation Offer Form Page 1 of 1

Offer and Acceptance Form

SUBMISSION OF OFFER: Undersigned hereby offers and agrees to provide 9-1-1 and/or Public Safety Professional Services in compliance with the Solicitation indicated above and our Offer indicated by the latest dated version below:

Initial Offer:

04/14/2022

Date Signature

Revised Offers:

Date Signature Date Signature

Date Signature Date Signature

Best and Final Offer:

Date Signature

IXP Corporation

Offeror company name Signature of person authorized to sign Offer

150 College Road West, Suite 200 Lawrence D. Consalvos, President & COO

Address Printed name and title

Princeton, NJ 08540 Lawrence D. Consalvos, President & COO

City | State | ZIP Contact name and title

LConsalvos@ixpcorp.com 609.759.5100

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

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

1. will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive Order 2009-9 or A.R.S. § 41−1461 through 1465;

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

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

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

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

State’s Contract Number is: Contract Effective Date:

Procurement Officer Signature Award Date Procurement Officer Name Title

James Atkins Statewide Procurement Manager

8/17/2022 CTR061508

8/17/2022 mailto:LConsalvos@ixpcorp.com

Notice Page

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 1

Solicitation Number: BPM004433

Description: 9-1-1 and/or Public Safety Professional Services

Solicitation Due Date and Time: As indicated in the Arizona Procurement Portal (APP)

Pre-Offer Conference: A 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.

Table of Contents

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 2

Notice Page

Table of Contents

Solicitation Summary 3

Scope of Work 5

Pricing Document 12

Special Terms and Conditions 16

Uniform Terms and Conditions 54

Exhibit 64

Solicitation Summary

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 3

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 provide expertise and consulting 9-1-1 and/or Public Safety Professional Services in the following areas:

• GIS SERVICES

• ADDRESSING SERVICES

• SYSTEM ADMINISITRATION PROJECT MANAGEMENT

• COMPUTER PROGRAM DEVELOPMENT

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 is in the Solicitation?

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

2.1.1. Attachment: BPM004433 Solicitation Requirements

2.1.1.1. Notice / Cover Page

2.1.1.2. Table of Contents

2.1.1.3. Solicitation Summary

2.1.1.4. Scope of Work

2.1.1.5. Special Terms and Conditions

2.1.1.6. Uniform Terms and Conditions

2.1.1.7. EXHIBIT A – TASK ASSIGNMENT OFFER (TAO) format

2.1.1.8. EXHIBIT B – TAO PRICING SCHEDULE

2.1.1.9. EXHIBIT C – TAO KEY PERSONNEL

2.1.2. Attachment: BPM004433 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Uniform Instructions to Offerors

2.1.3. Solicitation Attachments

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 4

2.1.3.1. BPM004433 Sol-Att-1 - Offer and Acceptance

2.1.3.2. BPM004433 Sol-Att-2 - Boycott of Israel Disclosure

2.1.3.3. BPM004433 Sol-Att-3 - Confidential Information

2.1.3.4. BPM004433 Sol-Att-4 - Conformance Statements and Supplements

2.1.3.5. BPM004433 Sol-Att-5 - Key Personnel

2.1.3.6. BPM004433 Sol-Att-6 - Letter of Insurability

2.1.3.7. BPM004433 Sol-Att-7 - Organizational Profile

2.1.3.8. BPM004433 Sol-Att-8 - Proposed Contractors

2.1.3.9. BPM004433 Sol-Att-9 - Experience and Capacity Questionnaire

2.1.3.10. BPM004433 Sol-Att-10 - Experience References

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.

Scope of Work

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 5

1. Purpose and Background

1.1. Purpose: To provide expertise and consulting Professional Services to 9-1-1 Public Safety Answering Points (PSAPs) located throughout the State of Arizona and to other Public Safety entities.

1.2. Background: The Arizona Department of Administration (ADOA) 9-1-1 Office supports approximately 100 Public Safety Answering Points (PSAPs) around Arizona. These PSAPs are responsible for answering and handling 9-1-1 calls placed by the public in need of emergency services. In addition, other Public Safety related entities throughout the State of Arizona periodically have need for Professional Services available through the resultant Contract.

2. Definitions/Acronyms

2.1. ADOA means the Arizona Department of Administration.

2.2. Authorized Entity means ADOA, or an authorized State Agency / Board / Commission, or a State Cooperative member.

2.3. TA means a Task Assignment.

2.4. TASOW means a Task Assignment Statement of Work.

2.5. TAO means a Task Assignment Offer.

3. Scope of Work

3.1. SCOPE SUMMARY

3.1.1. The State of Arizona is seeking one (1) or more qualified Contractors. The Contract shall be on an “as needed, if needed” basis. There is no guarantee as to the amount of work that may be performed under any resulting Contract.

3.1.2. The contracted services shall be performed on behalf of the requesting Authorized Entity via a Task Assignment (TA).

3.1.3. Specialized 9-1-1 and/or Public Safety Professional Services shall be performed through TA’s.

3.2. SPECIFIC REQUIREMENTS

3.2.1. Areas of Expertise

Specialized technical experts obtained through the Contract(s) awarded will augment existing internal resources with expertise and consulting in the following areas:

3.2.1.1. GIS Services

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 6

The Contractor shall have a broad knowledge of 9-1-1 and/or public safety based GIS Services including the following services:

3.2.1.1.1. 3.2.1.1.1 Developing GIS data to meet compliance with national & state guidelines and standards per NENA-STA-006.1.1-2020.

3.2.1.1.2. Rectifying existing GIS data to meet compliance with national & state guidelines and standards per NENA-STA-006.1.1-2020.

3.2.1.1.3. Develop GIS, utilizing orthophotography (National Agriculture Imagery Program (NAIP) 2015 or better) to edge match into adjacent counties and/or states in order to assure continuity between jurisdictional boundaries.

3.2.1.1.4. Incorporating data from different entities or communities to aggregate a single dataset for use in the delivery of a comprehensive NG9-1-1 environment to

ECRV & LVF.

3.2.1.1.5. Evaluating and recommending maintenance procedures.

3.2.1.1.6. Validating address-related databases, tabular ALI, & MSAG.

3.2.1.1.7. Synchronization knowledge of ALI & MSAG with Site Structure Address Points and Road Centerlines

3.2.1.2. ADDRESSING SERVICES

The Contractor shall have a broad knowledge of address requirements necessary to ensure Postal Standard addressing is complete within a 9-1-1 and/or public safety region or area.

3.2.1.2.1. Understanding various addressing methodologies.

3.2.1.2.2. Understanding US Postal Service Standards.

3.2.1.2.3. Initiating and completing the addressing of areas that do not have consistent or standard addressing schemes in compliance with local standard.

3.2.1.2.4. Developing Master Street Address Guide (MSAG).

3.2.1.2.5. Validating related databases (MSAG, GIS, Automatic Location Information (ALI), Telephone Company Records, and Computer Aided Dispatch (CAD).

3.2.1.2.6. Preparing and correcting simulation reports.

3.2.1.2.7. Evaluating and recommending maintenance procedures for related addressing files and functions.

3.2.1.3. SYSTEM ASSESSMENTS / PROJECT MANAGEMENT

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 7

The Contractor shall have a broad knowledge of 9-1-1 and Public Safety networks and equipment I order to provide effective 9-1-1 and/or Public Safety service delivery.

3.2.1.3.1. Evaluating and providing assessments for implementation and maintenance of 9-1-1 and public safety systems such as NG9-1-1, Wireless Phase I and II, GIS systems, public safety mapping solutions, network and routing options, call overflow options, VoIP network and equipment solutions.

3.2.1.3.2. Planning and managing the turn-up and maintenance of 9-1-1 and/or public safety systems such as Enhanced 9-1-1, Wireless Phase I/II services and public safety network architecture issues (Selective Router, Next Generation 9-1-1 and public safety broadband – First Net).

3.2.1.3.3. Evaluating customer needs, developing feasibility options and recommending sound short and long term solutions.

3.2.1.4. 9-1-1 and PUBLIC SAFETY PROGRAM DEVELOPMENT

The Offeror shall have a broad knowledge of 9-1-1 and/or public safety program development.

3.2.1.4.1. Developing computer programs and/or tools.

3.2.1.4.2. Planning and coordinating network, facility and operations solutions including Next Generation 9-1-1 Plans, Enhanced 9-1-1, Wireless Phase I/II services and public safety network architecture issues, including public safety broadband – First Net.

3.2.1.4.3. Migration and transition services.

3.2.1.4.4. Project management.

3.2.1.4.5. Program assessment.

3.2.2. Task Assignments (TA’S) – General Requirements

3.2.2.1. Work consistent with this Contract shall only begin once a mutually agreed upon written Task Assignment (TA) has been signed by both parties to the project.

3.2.2.2. TA’s shall be designated as Firm Fixed Price or Not-To-Exceed Time and Materials either in whole or in part.

3.2.2.3. A Contractor may be selected for one TA, multiple TA’s, or none.

3.2.2.4. Task Assignment Development – ADOA or Authorized Entity will prepare an initial Task Assignment Scope of Work (TASOW) which may include: Background information, statement of objective, Tasks/Milestones and associated deadlines, Deliverables, Variables, ADOA or Authorized Entity responsibilities, Reporting

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 8 requirements, requirements as to the form and content of a Contactor’s Task Assignment Offer (TAO), Change Order process and Evaluation Criteria.

3.2.2.5. A Task Assignment Offer (TAO) shall be submitted to the Authorized Entity for each proposed TAO using the format specified in the ADOA’s or authorized agency’s TASOW. If a TASOW format is not established by ADOA or the Authorized Entity, then the format shown in Exhibit A – TASK ASSIGNMENT OFFER (TAO) format is to be used. Regardless of which format is used a completed copy of Exhibit B – TAO PRICING SCHEDULE and Exhibit C – TAO KEY PERSONNEL.

3.2.2.6. Selection of Contractor for a Task Assignment – An Authorized Entity will select a Contractor by one of the following methods:

3.2.2.6.1. Contractor(s) is/are selected based upon Exhibit C – TAO KEY PERSONNEL relative to the project specific requirements and are requested to submit a TAO.

3.2.2.6.2. Contractor(s) is/are awarded based on a competitive process of TAO’s from all applicable 9-1-1 and/or Public Safety Professional Services Contractors.

3.2.2.7. Task Administration

3.2.2.7.1. PRICING

3.2.2.7.1.1. Hourly Rates

Key Personnel Hourly Rates and Support shall be per the Pricing Schedule (Attachment 2)

3.2.2.7.1.1.1. Hourly Rates shall be all inclusive and shall contain labor rates, labor benefits, payroll burden, insurance, Workers’ Compensation, fees, all subcontractors costs, all taxes, profit, overhead, and all other related cost factors.

3.2.2.7.1.2. Administrative Costs are considered an overhead expense. Administrative costs include billing preparation, including backup documentation, subcontractor administration and all other related administrative factors.

3.2.2.7.1.3. Support Items used by the Contractor shall not be billed to the Authorized Entity. This Contract is not intended to be used to provide equipment or software.

3.2.2.7.1.4. Travel

3.2.2.7.1.4.1. Authorized Entity will reimburse any reasonable expenses for authorized travel in accordance with the approved TA.

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 9

3.2.2.7.1.4.2. A Travel Authorization Request will be submitted first to the entities’ Project Manager or Authorized Entity’s designated TAO authorizing contact. The request shall include the dates of travel, destination, reason for travel, person(s) by name who is/are traveling, an estimate of all charges to be invoiced.

3.2.2.7.1.4.3. Once travel has been performed, Contractor shall submit a completed and signed (by person traveling and Contractor official) Travel Expense Report which includes all charges itemized that will be invoiced. This expense report shall be approved by the Authorized Entity prior to actual invoicing.

3.2.2.7.1.4.4. Once the Travel Expense Report has been approved, the travel charges will be invoice on the next invoice as a separate Line Item. If the above requirements are not met, invoice shall be rejected until an acceptable invoice following the steps above is submitted.

3.2.2.7.1.4.5. Non-Billable Travel and Travel Time includes travel to and from the Contractor’s domicile or office to ADOA or the Authorized Entity or to Contractor’s company offices, in-transit travel time to and from airport or from lodgings to meetings, etc.

3.2.2.7.1.4.6. All travel associated/allowed by the TAO shall be in accordance with the Travel Policies and Procedures set forth by the State of Arizona’s General Accounting Office. Current Policies and Procedures can be found at https://gao.az.gov/travel. If a project will require travel, Authorized Entity shall be notified on the issued quote with a ‘not to exceed travel reimbursement’ line item.

3.2.2.7.1.5. Discounts

In an effort to receive the highest quality solution at the lowest possible price, all available discounts on all materials and services offered by the Contractor are to be applied. Contractors are encouraged to offer discounts. When discounts are offered, TAO must clearly identify both the Contract and the discount price for each item or labor rate being discounted

3.2.2.7.2. INVOICES

Contractor shall submit invoice(s) per to the TA requirements to the Authorized Entity for payment authorization. The Authorized Entity shall process the approved invoice for prompt payment in accordance with the Authorized Entity’s standard operating procedures.

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 10

3.2.2.7.2.1. Hours invoiced shall be the actual hours spent working on assigned activities.

3.2.2.7.2.2. Invoices shall identify the Authorized Entity for whom services were performed, the Master Statewide Contract number, the TA number, the services performed.

3.2.2.7.2.3. Invoices for Firm Fixed Price payment(s) shall be paid in accordance with the TA. A TA may designate that a percentage (%) of the payment may be retained until final acceptance of the work performed under the

TA.

3.2.2.7.2.4. Not-To-Exceed (NTE) Time and Materials (T&M) TA’s may be utilized for acquiring services on the basis of direct labor hours specified in the TAO PRICING SCHEDULE (Exhibit B) and will be used only when it is not possible at the time of selecting the TA to estimate accurately the extent or duration of the work. The TA will include a Not-To-Exceed amount by activity. This Not-To- Exceed amount by activity, if exceeded by the Contractor, shall be at the Contractor’s own risk.

3.2.2.7.2.5. Unless an activity is Firm Fixed Price, all charges to the Contract shall be supported by detailed backup paperwork. The backup paperwork shall include Time Sheets for Key Personnel, support Staff and any other required documentation shall be kept on file by the Contractor for the duration of the Contract. All files associated with the Contract are subject to audit upon demand.

3.2.2.7.2.6. Approvable Travel expenses (refer to 3.2.2.7.1.4 – Travel) shall be invoiced as a separate line item and be accompanied by all travel related receipts.

3.2.3. Personnel

3.2.3.1. Key Personnel: It is essential that the Contractor is able to provide adequate staff of experienced certified/qualified personnel, capable of providing the services to be performed under this Contract and each approved TA. The Contractor shall assign specific individuals as Key Personnel intended to provide services under this Contract and each approved TA. Key Personnel shall not be removed or replaced without the advance written approval of ADOA. Should advance approval be impossible due to circumstances beyond the Contractor’s control, written notice shall be provided within two (2) business days. The Contractor shall provide ADOA Procurement Officer for this Contract with a revised KEY PERSONNEL document for replacement of Key Personnel. If the Contractors replaces Key Personnel, it shall be with personnel of substantially equal ability and qualifications and shall not affect the ability to meet all schedules and deliverables. The Contractor shall bear all transitional expenses

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 11 incurred due to replacement of any Key Personnel. Transitional expenses shall include all costs associated with the preparation of replacements for Key Personnel, such that replacements are to be prepared to productively continue from the point where replaced Key Personnel finished.

3.2.3.2. Support Staff will not be billable

3.2.4. Best Effort TAO

Best Effort is defined as that effort expended by the Contractor to perform within the ceiling price for all work specified in each TAO and all obligations under each TAO and the Master Statewide Contract. This effort includes providing required qualified personnel, properly supervised, and following industry accepted methodologies and other practices. The effort is further characterized by operating al all times with the State and Authorized Entity’s best interest in mind, using efficient and effective methods, and demonstrating sound cost control.

4. TASK ORDER EXHIBITS

EXHIBIT A – TASK ASSIGNMENT OFFER (TAO) format

EXHIBIT B – TAO PRICING SCHEDULE

EXHIBIT C – TAO KEY PERSONNEL

Pricing Document

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 12

1. Compensation method

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

2. Pricing

2.1. Contractor’s Best Pricing. Supplier warrants that, for the term of the Contract, the prices and discounts set out in the APP Items (F) tab OR 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 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.

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 13

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.

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:

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 14

4.2.1. Bill-to name and address

4.2.2. Contractor name and contact information

4.2.3. Remit-to address

4.2.4. Invoice number and date

4.2.5. State contract number

4.2.6. Order number (APP PO number)

4.2.7. Date the services performed

4.2.8. Applicable payment terms

4.2.9. Material or Service description (Itemized)

4.2.10. Quantity delivered or performed

4.2.11. Line item unit of measure

4.2.12. Item price

4.2.13. Extended pricing

4.2.14. Taxes (as a separate invoice line item)

4.2.15. Mailing fees (if applicable)

4.2.16. 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.

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;

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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 overpayment. 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. Payment 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 the 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, the 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 (Attached in APP Questionnaire Evaluation)

BPM004433_Pricing_Document.xlxs

Special Terms and Conditions

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Arizona Department of Administration State Procurement Office

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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, Arizona Revised Statutes (A.R.S.) and Arizona Administrative Code (A.A.C.) are each defined in the Instructions to Offerors.

1.4. Arizona Transaction Privilege Tax (TPT): 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.

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.

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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.

1.12.1. 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.

1.12.2. 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.

1.12.3. If the Special Terms and Conditions indicate that the Contract is a “statewide” and “cooperative” contract, then “Eligible Agency” means any State of Arizona department, agency, university, commission, board or any Co-Op Buyer.

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;

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

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Arizona Department of Administration State Procurement Office

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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

Solicitation No. BPM004433 9-1-1 and/or Public Safety Professional Services

Arizona Department of Administration State Procurement Office

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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:

Arizona Department of Administration State Procurement Office

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.

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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…