CTR063192_Contract_Document.pdf

11/30/2022

CTR063192 12/1/2022

Cyndi Hawk - Statewide Contract Manager

Table of Contents Request for Proposal

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

Solicitation Requirements (rev 06/22) Page 2

Notice Page

Table of Contents

Solicitation Summary 3

Scope of Work 5

Pricing Document 8

Special Terms and Conditions 12

Uniform Terms and Conditions 45

Exhibit A Agency Items and Specifications (Separate Document)

Solicitation Summary

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 3

Solicit ation 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 agency uniforms, apparel and embroidery services as needed.

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. BPM004220 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

2.1.2. BPM004220 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Uniform Instructions to Offerors

2.1.3. Solicitation Attachments

2.1.3.1. Attachment 1: Offer and Acceptance

2.1.3.2. Attachment 2: Boycott of Israel Disclosure

2.1.3.3. Attachment 3: Confidential Information

2.1.3.4. Attachment 3 Supplement: Confidential; Information

2.1.3.5. Attachment 4: Conformance Statement

2.1.3.6. Attachment 4 Supplemental: Exceptions

2.1.3.7. Attachment 5: Key Personnel

2.1.3.8. Attachment 6: Letter of Insurability

Solicitation Summary

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 4

2.1.3.9. Attachment 7: Organizational Profile

2.1.3.10. Attachment 8: Proposed Subcontractors

2.1.3.11. Attachment 9: Experience and Capacity

2.1.3.12. Attachment 10: 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. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 5

Scope of W ork

1. Purpose and Background

1.1. The purpose of this solicitation is to establish the State’s contract(s) for purchase of Uniforms for Eligible Agencies, Employees and the State of Arizona. Uniforms consist of pants, shorts, button down shirts, polo shirts, T-shirts, headwear, belt, tie, name tag, and footwear. The successful Contractor shall provide pricing to furnish and deliver, F.O.B. Destination Freight Prepaid to all throughout the State of Arizona.

1.2. This Request for Proposal is seeking offers to supply uniforms utilizing the newest technology fabric that provide durability while also providing a professional appearance in the climates of Arizona. The products should provide breathability and wicking to ensure the comfort of the wearer.

2. Scope of Work

2.1. This solicitation will be the only formal contract that will be issued. The Agency will not enter into or sign any other form of contract or agreement(s) from the Contractor.

2.2. Companies will work with agencies to develop an order form for the placement of orders, including:

2.4.1 Instructions on how to submit order form.

Name of the person who received the order form.

Address, City and State, Zip Code, Phone Number, Fax Number, and Email Address.

2.3. Contractor shall provide size charts for all items identified

2.4. All items shall have no raw or pinked edges.

2.5. Variety of types and assorted styles offered.

2.6. Tailoring/Alterations: Contractor may be able to provide Tailoring/Alteration services for formal shirts and pants listed on Exhibit A of this solicitation.

2.7. Measurement/Sizing Requirements: All employees may go to any local awarded Contractor’s place of business for measurement/sizing of uniform items needed.

2.8. When uniforms are measured for employees: The contractor will have up to 3 weeks, from the measurement of the employee(s), order the uniform items needed and deliver items to the location, per the Purchase Order address or to have ready for staff to pick-up.

2.9. Special sizing: Contractor shall have the capability to provide like uniforms for employees that require special made uniforms to accommodate extremes in body proportions and/or maternity sizing. Pricing for special made items be quoted on an as needed per order basis, following the issuance of this contract.

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 6

2.10. Telephone Access and Contractor Assistance: The Contractor shall provide on-going telephone access to all ordering locations for the purpose of providing consultation, ordering information, technical assistance, and dispute resolution for the entire term of the contract period. Telephone Access and Contractor Assistance shall be available during normal business hours, Monday through Saturday, 9:00 A.M to 5:00 P.M., excluding State Holidays. Also, Contractor shall provide an 800 number. Failure to maintain such services may result in cancellation of the contract.

2.11. Delivery Schedule: The Contractor is solely responsible for coordinating delivery or pick up schedules for all locations. Unless otherwise stated or requested by a location, all deliveries shall be made Monday through Friday.

2.12. Estimated Quanity: The State has supplied a forecast amount for the apparel based on expected purchases from previous years. The Offeror must give its prices per piece for the specified items, and by doing so, it agrees that the quantity is an estimate and not a guarantee of the number of apparel items to be bought, which may be more or less than the estimate.

3. Brand Name or Equal

The offeror shall be required to provide all items listed out in Exhibit A or a similar product of the same material and quality.

If the brand name isn't proposed, Offeror will list the alternative brand in the pricing sheet.

4. Embroidery and Patch Services

4.1. Embroidered: The offeror may be able to embroider apparel including hats, jackets, shirts, sweats, etc. with the logo of the agency. The design and size will provided upon order.

4.2. Name Patch: To be produced and stitched on shirt by Contractor. The design and size will be provided upon order.

4.3. Logo Patch: Agency shall furnish uniform patches to the contractor. The contractor shall be responsible for stitching all uniform patches onto all applicable uniform items, e.g., shirts, jackets, etc. before delivery or pick-up.

4.4. Design Services: State agencies often creates its own logos, designs, and branding materials for apparel items, however it may required design services from the apparel provider from time to time. Please indicate if you have the ability to provide design services.

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 7

5. Catalog Discount

5.1. Catalog Discount: The Contractor shall provide a catolog percentage discount off all items not specified in this solicitation.

5.2. This solicitation is looking for a wide range of goods or services, not just a small number of them. There may be other used items sold by the contractor that could be included in the proposing vendor's "catalog" during the life of the agreement. These items are considered part of this solicitation and are subject to the minimum discount proposed. Pricing can also be based solely on line items and combined with a minimum catalog discount.

Example: During the life of the agreement, models change and new products come to market that are in the same category and are added to the vendor’s “catalog” and are available for purchase by users of the agreement.Not proposing a minimum discount on your catalog could restrict your capacity to adjust the prices of catalog items and services during the award's term.

5.3. The Contractor shall provide a website or virtual catalog for agencies to review items outside of item listing.

6. Packaging: All items shall be delivered in the manufacturer’s individual original standard package clearly maked as to part number and contents.

7. Samples: Sample of items when requested must be submitted within 72 hours. Unless otherwise specified by the agency, samples will be furnished at no expense. They must be identified as to supplier, manufacturer, part number, model number, type, grade, applicable stock number, etc. If not destroyed by testing, samples will be returned at the vendor’s request and expense.

8. Labels (Fabric and Clothing): All labels must be in accordance with the Federal Textile Fiber

Identification Act and care labeling act.

Pricing Document

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 8

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 Attachments titled BPM004220 Pricing Sheet, 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

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 9 price increases such as being substantiated by the Producer Price Index, Consumer Price Index, or similar pricing guide.

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

2.3.2. All written requests for price adjustments made by the contractor shall be initiated thirty (30) days in advance of any desired price increase to allow the State sufficient time to make a fair and equitable determination to any such requests.

This may be waived upon proper documentation demonstrating the urgency of the request.

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

2.4. Price Reductions. Price reductions shall be immediately passed along to State and may be submitted in writing to State for consideration at any time during the Contract period.

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

2.5. Additional Charges. Any charges or fees not delineated in the Contract may not be added, billed, or invoiced under the Contract.

2.6. Travel. Contractor shall get written approval prior to any travel under the Contract in which reimbursement of expenses will be requested. Contractor will be reimbursed for actual expenses incurred in accordance with the current rates specified in the State's Travel Policy. Contractor shall itemize all per diem and lodging charges. State Travel Policy, including State rates, may be located at https://gao.az.gov/travel. The Eligible Entity / Customer shall reject any claim for travel reimbursement without prior written approval.

3. Funding

No particular funding considerations apart from paragraph 4.4 [Availability of Funds for the Next State fiscal year] and 4.5 [Availability of Funds for the current State fiscal year] of the Uniform Terms and Conditions have been identified as of the Solicitation date.

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

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 10 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:

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.

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 11

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

Special Terms and Conditions

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 12

Special Ter ms and Conditions

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

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

1.2. Accepted Offer:

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

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

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

1.3. Arizona Procurement Code, 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.

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

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 13

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.

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

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 14 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. 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 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

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 15 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 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.

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 16

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 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.

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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

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:

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Arizona Department of Administration State Procurement Office

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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 performance under the Contract for the period specified in the statute and those retained books and records are subject to audit by State during that period.

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

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Arizona Department of Administration State Procurement Office

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

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

3.9. Ownership of Intellectual Property

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

3.9.1.1. “Government Purpose Rights” are:

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

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

3.9.1.1.3. the right to authorize those to whom it rightfully releases or discloses that work product to use, modify, release, create derivative works from the work product for any State government purpose; such recipients being understood to

Solicitation No. BPM004220 Uniforms, Apparel &

Embroidery Services - Statewide

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 06/22) Page 20 include the federal government, the governments of other states, and various local governments.

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

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

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

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

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

and

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

3.9.4. Developments Outside Of Contract. Unless expressly stated otherwise in the Contract, does not preclude Contractor from developing competing materials outside the Contract, irrespective of any similarity to materials delivered or to be delivered to State hereunder.

3.10. Subcontract

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

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3.10.2. Additional names. Contractor shall not enter into a Subcontract without first obtaining Procurement Officer’s written consent with any prospective Subcontractor that (a) was not listed on the Attachment Proposed Subcontractors at time of Contract execution or (b) is for any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it.

3.10.3. Flow-down. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as appropriate. When making any post-execution consent requests, Contractor shall include its warrant that it will do the same for the pending Subcontracts covered by the request.

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

3.11. Orders

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

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

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

3.11.4. Special Case. In the special case where both the following conditions are true, Procurement Officer’s signature on the Acceptance is Contractor’s authorization to perform and therefore no Order is required: (a) the Contract is identified as being a

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Arizona Department of Administration State Procurement Office

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“single-agency/single-project” contract and (b) the Contract was created in The State’s e-Procurement System as something other than a “Master/ Blanket” type.

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

3.11.6. Non-contracted Materials Or Services. Any attempt to knowingly represent for sales, marketing, or related purposes that goods or services not specifically awarded are under a State contract is a violation of the Contract and law.

3.12. The Contract is a “statewide” contract for multiple purchases, projects, or assignments, and can be purchased against by some or all Eligible Agencies and any Co‑Op Buyers that elect to participate. Even if only one Eligible Agency needs or elects to purchase against the Contract, it is to be construed as being a “statewide” contract hereunder.

The Contract is an indefinite delivery, indefinite quantity (ID/IQ) type of contract; it is to be construed as a “delivery order” sub‑type of ID/IQ contract to the extent the Work is Materials, and a “task order” sub-type to the extent the Work is Services.

3.12.1. Contractor shall verify if an ordering entity is a bona fide Co-Op Buyer before selling Materials to or providing Services for them under the Contract. The current list of Co‑Op Buyers is available on the State Procurement Office website:

https://spo.az.gov/programs/cooperative

3.12.2. Contractor shall sell to Co-Op Buyers at the same price and on the same lead times and other terms and conditions under which it sells to Eligible Agencies, with the sole exception of any legitimately additional costs for extraordinary shipping or delivery requirements if the Co-Op Buyer is having Materials delivered or installed or Services performed at locations not contemplated in the contracted pricing (e.g.

delivery to a location outside Arizona).

3.12.3. Contractor shall pay State an administrative fee against all Contract sales to Co‑Op Buyers, as provided for under A.R.S. § 41‑2633. The fee rate is one (1% ) percent.

Failure to remit the administrative fees is a material breach of contract, and will entitle the State to its remedies under Article 8 and its right to terminate for default under Article 9.