CTR063427_-_Contract_File.pdf

Uninterruptible Power Supplies, New Equipment, Maintenance and Support Services

Contract Number: CTR063427

Supplier: Power Quality Professionals, LLC

This contract is for Uninterruptible Power Supplier, New Equipment, Maintenance and Support Services for all State of Arizona Agencies, Boards and Commissions including members of the State of Arizona Purchasing Cooperative. Awarded Areas of Expertise include:

• Uninterruptible Power Supplies

• New Equipment

• Maintenance

• Support Services

Table of content:

• Offer and Acceptance

• Contract (Solicitation Requirements)

• Scope of Work

• Special Terms and Conditions

• Uniform Terms and Conditions

• Pricing o CTR063427 - 2-BRP004328_BAFO_ Pricing Document for UPS (Separate file located in APP)

• Exceptions – 2.4.3 Data Center Certifications o Agree to remove.

• Additional Contract Documents

• CTR063427 - Supplier Proposal Response.zip (Separate file located in APP)

All solicitation documentation can be found in APP under BPM004328

Request for Proposal Solicitation No. BPM004328

Arizona Department of Administration State Procurement Office

100 N 15thAvenue Phoenix, AZ.85007Uninterruptible Power Supply (UPS): New Equipment, Service, Maintenance and Support

Offer and Acceptance Form SUBMISSION OF OFFER: Undersigned hereby offers and agrees to provide Uninterruptible Power Supply (UPS):

New Equipment, Service, Maintenance and Support in compliance with the Solicitation indicated above and our Offer indicated by the latest dated version below:

Best and Final Offer:

Signature

Initial Offer:

Revised Offers:

Date

Date Signature

Power Quali Professionals, LLC Offeror company name

9221 E. Baseline Rd. Suite 109

Address

Mesa, AZ 85209 Joseph Burnsworth, President + Managing Member

City IState IZIP Contact name and title

46-2831475 JosephB@pqp-re.com 480-984-8801 x1

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 material 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

Solicitation Offer Form Page 1 of 1

CTR063427 January 1, 2023

12/27/2022 Rana K Schultz Statewide IT Procurement Manager mailto:JosephB@pqp-re.com

NOTICE

Solicitation No. BPM004328 Uninterruptible Power Supply (UPS): New Equipment, Service, and Maintenance and

Support

Arizona Department of Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

Solicitation Requirements (rev 12/21) Page 1

Solicitation Number: BPM004328

Description: Uninterruptible Power Supply (UPS): New Equipment, Service, and Maintenance and Support

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

Pre-Offer Conference: As indicated in the Arizona Procurement Portal (APP)

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. BPM004328 Uninterruptible Power Supply (UPS): New Equipment, Service, and Maintenance and

Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 2

Notice Page

Table of Contents

Solicitation Summary 3

Solicitation Scope of Work 5

Pricing Document 11

Special Terms and Conditions 17

Uniform Terms and Conditions 56

Exhibit A 67

Exhibit B 75

Exhibit C 76

Solicitation Summary

Solicitation No. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

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 Uninterruptilbe Power Supplies and Services (UPS), which in general terms includes UPS equipment to maintain continuous power supply and related services. The Special Terms and Conditions provide a more detailed definition of Eligible Agencies, and a list of all state agencies and purchasing cooperative members is available on the State Procurement Office website at: https://spo.az.gov/procurement-services/cooperative-procurement/state-purchasing-cooperative .

OFFERORS SHOULD READ THE ENTIRE SOLICITATION CAREFULLY.

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: BPM004328 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. Attachment: BPM004328 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. Offer and Acceptance

2.1.3.2. Boycott Of Israel Disclosure

2.1.3.3. Confidential Information Designation

Solicitation No. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 4

2.1.3.4. Conformance Statements

2.1.3.5. Key Personnel

2.1.3.6. Letter of Insurability

2.1.3.7. Organization Profile

2.1.3.8. Proposed Subcontractors

2.1.3.9. Experience and Capacity Questionnaire

2.1.3.10. References

2.1.3.11. Method of Approach

2.1.3.12. Statement of Work Example

2.1.3.13. Change Management Certificate Example

2.1.3.14. Acceptance Certificate Example

2.1.3.15. Pricing Document

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

Solicitation Scope of Work

Solicitation No. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 5

2.3.

2.4.

Solicitation Scope of Work

1. Purpose and Background

1.1. Purpose: The State of Arizona, it’s Agencies, Boards and Commissions (State) as well as Participating Members of the State Purchasing Cooperative (Cooperative), have an ongoing requirement for various Products and Services as described herein. The purpose of the Solicitation is to conduct a competitive process, in accordance with Arizona Revised Statutes (ARS) 41-2501 et seq., to create a Contract or Contract Set from which the State and its Cooperative Members may acquire these Products and Services.

1.2. Background: The State of Arizona has an ongoing need for full service and preventative maintenance to the uninterruptible power supply (UPS) systems used by various State agencies and its Cooperative Members. Additionally there are periodic needs for new equipment as well as replacement parts and engineering services. The UPS systems provide a source of uninterruptable power/backup in the case of a power disruption or outage. This electrical equipment with internal batteries offer a continuing source of electrical power for a specific minimally identified period of time based on the requirements of the environment and the load/equipment (Any electrical device, computer, Data Center, telecommunications equipment or other electrical equipment) powered by this system. The constant flow of power is essential to State agencies and Cooperative Members systems. Without a reliable source of power, dangerous circumstances may present themselves, so it is critical that these UPS systems are maintained, dependable and reliable.

2. Scope of Work

2.1. Products and Services

2.1.1. The State desires to establish a Contract or Contract Set to cover both UPS equipment purchases and maintenance on existing UPS systems already in use by the State. The State acknowledges that the UPS industry and its suppliers are changing rapidly and as such desire to establish manufacturer-based contracts allowing flexibility to accommodate open-standards-based products and new technology.

2.1.2. The State intends to consider value-added-reseller, distributor, as well as manufacturer-direct proposals and may award multiple manufacturer offerings to a successful value-added-reseller and/or distributor. The State prefers to obtain vendors who represent multiple manufactures as well as vendors who represent manufactures that produce specialized products.

2.2. Scope of Products and Services

2.2.1. The Contractor shall provide UPS Products and Services under this contract which include:

Solicitation No. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 6

2.2.1.1. Actual manufacturer’s products, services, labor, materials, transportation, equipment and all other necessities for the installation, integration, and implementation, including engineering analysis, design and configuration, of the manufacturer’s product or service.

2.2.1.2. Software and/or hardware maintenance of the manufacturer’s product or service. Provide a detailed work plan/scope of work procedures for all major maintenance prior to commencing work. Procedures shall include back-up and contingency plans.

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

2.3. Pricing Requirements

2.3.1. Offerors shall make available a complete family or line of business of a manufacturer’s products at a “percentage discount off list pricing”.

2.3.2. Offerors shall provide an hourly rate for hardware/software maintenance and an hourly “not to exceed rate” for equipment maintenance within a complete family or line of business of a manufacturer’s products. The Offeror may bid solely on new equipment and the services that would correlate with new product purchases (including but not limited to design, installation, training, etc.) or they may bid solely on maintenance and services that would correspond with maintenance (including but not limited to maintenance, training etc.)

2.4. Contractor and Technician Requirements

2.4.1. The Contractor agrees to provide quotes on a priority basis. Service levels and priorities shall be as defined below:

2.4.1.1. Priority 1 – Severe failure –Needs response within 2 hours of call/request for quote.

2.4.1.2. Priority 2 – Maintenance Critical – Needs response within 4 – 6 hours of call/request for quote.

2.4.1.3. Priority 3 – Low Maintenance / New Equipment – Needs response within 8 working hours of call/request for quote.

2.4.2. The Contractor shall provide services and quotes in Arizona time zones and house shall be similar to 7am to 6pm AZ Time Monday through Friday.

2.4.2.1. Times for Weekend and Emergencies shall be on a case/case need.

Supplier will provide afterhours number for support.

Solicitation No. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 7

2.4.3. The Contractor must be Data Center certified and licensed. An electrical license is preferred but not required.

2.4.4. 5.2 Technicians under any resultant contract shall be trained on the manufacturer’s product line, by the manufacturer or by any authorized trainer for that manufacturer of the product line that they will be working on. For example, if an Offeror is servicing an XYZ UPS system, they are required to be certified on XYZ equipment. This is to ensure that the State is receiving the highest utilization of their components.

2.5. Product Requirements

2.5.1. The following UPS products specifically included in this procurement are grouped into tiers as follows:

2.5.1.1. Tier I

250VA – 1500 VA

PC & Workstation UPS – single phase Power protection solution for desktop computers;

2.5.1.2. Tier II

1500VA – 20kVA Network & Server UPS – larger single phase Power protection solutions designed for networking equipment including entry-level to high performance storage, switches and servers;

2.5.1.3. Tier III

10kVA – 100kVA Small to Mid-Size Data Centers – small three phase Power protection solutions designed for centralized protection of any data center and for complete building systems;

2.5.1.4. Tier IV

101kVA and larger Mid-size to large data center and facility UPS large three phase.

2.5.1.5. Design Services; Regular Hourly Rates Price Per hour

2.6. Service Requirements

2.6.1. The services that may be offered in correlation with this solicitation are as follows:

2.6.1.1. Design

2.6.1.2. Installation

2.6.1.3. Training

2.6.1.4. Inspection

2.6.1.5. Maintenance.

2.6.1.5.1. Preventative,

2.6.1.5.2. Quick

2.6.1.5.3. Urgent

2.6.1.5.4. Emergency (committed Service Levels mandatory)

Solicitation No. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 8

2.6.1.6. Legacy

2.6.1.6.1. In addition to maintenance on new product purchases, the Contractor shall also offer maintenance on Legacy Products.

Legacy Products are defined as any existing UPS equipment, and its associated supplies, that have been purchased or rented prior to the RFP issuance and resulting contract award.

2.7. Service Levels to Requests for Service(s)

2.7.1. Urgent Response

2.7.1.1. Zone A Site Centers

Phoenix – 100 N. 15th Ave., Phoenix, AZ 85007 Tucson – 255 W. Alameda St., Tucson, AZ 85701

2.7.1.2. Zone A requires initial response by phone within one hour of request for service. Physical representation on site is required within three hours of request for service by the State and/or Cooperative. This applies to sites located within the 40 mile radius from the site center, as detailed above.

Contractor shall maintain a 24-hour call center to receive service calls

2.7.1.3. For distances traveled outside of the 40 mile radius from the addresses listed as the Zone Site Centers above, this solicitation allows one additional hour of physical response time for each additional 40 miles from the Zone Site Center to the service request. For example, an urgent maintenance request was received from 120 W. 6th St. Benson, AZ 85602, located 47.67 miles from the closest Zone A address (Tucson 255 W. Alameda, Tucson, AZ 85701), therefore it would require a four hour response time for physical presence for an urgent response.

2.7.1.4. Zone A1 – Sites that require a one hour phone response and a three hour physical presence onsite, but otherwise do not qualify as a Zone A sites.

These sites have substantial need for urgent response times and are located beyond the 40 mile radius from either Zone A Site Center (see site center definitions above).

ADC Central Office, Phoenix ASPC– Douglas, Douglas, Az.* ASPC – Eyman in Florence, AZ* ASPC – Florence, Florence AZ* ASPC – Lewis, Buckeye, AZ* ASPC – Safford/Ft. Grant, AZ* ASPC Winslow/Apache (St. Johns) AZ* ASPC –YUMA, Yuma, AZ* ASPC-Perryville. Goodyear, AZ ASPC – Tucson, AZ ASPC- Phoenix, AZ

Solicitation No. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 9

ASPC-Globe. Globe, AZ* *These sites allow four hours for the Contractor to have a physical presence on site due to their distance.

2.7.2. Preventative Response

2.7.2.1. The Contractor shall perform work in accordance with the manufacturer’s recommendation to ensure it is performing to all defined technical and environmental specification for the system. The Contractor shall perform the minimum of two (2) to the maximum of four (4) inspections a year. The Contractor shall also conduct initial preventative maintenance ensuring performance begins at the optimal level. The Contractor, at the request of an Agency, may propose a preventative maintenance plan that includes an Infrared Scan option once-a-year on all UPS and PDU’s.

2.7.3. Flat Rate Maintenance

2.7.3.1. Due to the varied nature of UPS systems the Contractor, at the request of an Agency, may propose a Flat Rate Maintenance Plan, which shall include all maintenance, services and equipment. Additional requirements may be specified by the Agency at the time of the Flat Rate Maintenance request.

2.7.4. Emergency Response

2.7.4.1. Quick Response

2.7.4.1.1. Perform repairs within 24-hour period (excluding weekends and holidays) and charge by flat hourly “not to exceed” rate (billable hours start when repair technician arrives on site and terminates upon Contractor’s completion of work on site.).

2.7.4.1.2. Emergency responses on weekends/holidays shall be billed at only at an hourly rate mutually agreed upon. Supplier shall not charge holiday or weekend special rates rather they shall negotiate in good faith and attach their rate card for Normal, Weekend, and Holiday rates per job role/description.

2.7.4.2. Urgent Response

2.7.4.2.1. Requires immediate response and remedy. Minimum response time shall be one hour phone response and within three hours for physical representation onsite. Please see Response Time above.

2.7.5. Training

2.7.5.1. The Contractor shall offer training as necessary, at no additional cost to the State, on any product and or software offered on the awarded contract. Training shall be available throughout the state and ongoing

2.7.6. Warranty

Solicitation No. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 10

2.7.6.1. All products, services and maintenance shall be warranted for the term of this agreement and not less than 2 years.

2.7.6.2. All Maintenance and Support shall be warranted for the term of this agreement and not less than 1 year.

2.7.6.3. All other warranties under this SOW and Contract remain unchanged.

3. Deliverables

3.1. All reports for service level escalations and cycle time shall be delivered on a monthly basis to the Procurement Officer of record.

3.2. All warranty documentation for hardware, software and support shall be provided to the original purchaser and to the Procurement Officer of record.

3.3. The State and any Agency utilizing this agreement shall provide a Statement of Work, Drawings (if applicable), Change Notice and Acceptance certificate along with an approved purchase order in order to provide the Supplier the acceptable requirements to perform the work in a timely and efficient manner.

4. Exhibits

4.1. Statement of Work Example

Pricing Document

Solicitation No. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 11

1. Compensation method

Contractor will be compensated based on the final detailed written quote and SOW 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 on an annual basis. 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

Solicitation No. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 12 conclusive evidence of a need for any price increases such as being substantiated by the Producer Price Index, Consumer Price Index, or similar pricing guide.

2.3.1. Initial Contract prices will be honored for the first two years 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 renewal and only once a year. The desired price increase must 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 and clear justification of the request.

2.3.3. All price adjustments will be implemented by a formal contract amendment and is not guaranteed. 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

Solicitation No. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 13 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. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 14

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

Solicitation No. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 15

6. Exhibits to the Pricing Document

Service Classification Rate Card

Classification Comments Half Hour One Hour Emergency After Hours

Example ‐ Technician 1 Certified Minimum of 1 hour

50.00

50.00

65.00 $ 65.00

Solicitation No. BPM004328 Uninterruptible Power Supply: New Equipment, Service, and Maintenance and Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 16

Price List or Catalog Pricing

Type Model V A.H. Terminals Qty List Percent off

List Description

Power Supply PS‐260 2 6 F1 30 $ 33.25 30% Example

Special Terms and Conditions

Solicitation No. BPM004328 Uninterruptible Power Supply (UPS): New Equipment, Service, and Maintenance and

Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 17

The Special Terms and Conditions modify the Uniform Terms and Conditions and its Appendices. It can modify them by replacing, deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and incorporated by Contract Amendment.

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

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

1.2. Accepted Offer:

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

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

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

1.3. Arizona Procurement Code, 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.

Solicitation No. BPM004328 Uninterruptible Power Supply (UPS): New Equipment, Service, and Maintenance and

Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 18

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

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

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

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

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

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

1.12. Eligible Agency.

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.

Solicitation No. BPM004328 Uninterruptible Power Supply (UPS): New Equipment, Service, and Maintenance and

Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 19

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;

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.

Solicitation No. BPM004328 Uninterruptible Power Supply (UPS): New Equipment, Service, and Maintenance and

Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 20

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.

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

Solicitation No. BPM004328 Uninterruptible Power Supply (UPS): New Equipment, Service, and Maintenance and

Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 21

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 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

Solicitation No. BPM004328 Uninterruptible Power Supply (UPS): New Equipment, Service, and Maintenance and

Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 22 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.

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 twenty-four (24) 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

Solicitation No. BPM004328 Uninterruptible Power Supply (UPS): New Equipment, Service, and Maintenance and

Support

Arizona Department of Administration State Procurement Office

Solicitation Requirements (rev 12/21) Page 23

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

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

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

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

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

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

3.5. Click Through Terms and Conditions If either party uses a web-based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any software based ordering…