CTR077739_Contract_Documents_L3.pdf

CTR077739

Arizona Department of

Administration State Procurement Office

100 N 15th Avenue Phoenix, AZ 85007

CONTRACT DOCUMENT

Level 3 Audio Visual LLC

Contract Document Cover Sheet

Audio & Visual Professional & Commercial Grade Equipment, Services and Rental

This contract is for Audio & Visual Equipment, Service and Rentals for all State of Arizona Agencies, Boards and Commissions including members of the State of Arizona Purchasing Cooperative.

CONTRACT DOCUMENT CONTAINS:

• Executed Offer and Acceptance Form

• Contract (Solicitation Requirements) o Scope of Work o Special Terms and Conditions o Uniform Terms and Conditions o Exhibits A, B, C

• Conformance Statement (only if any exceptions were accepted)

• Pricing File

• Supplier Proposer (includes BAFO if offered)

Request for Proposal

Solicitation No. BPM006242

Audio & Visual Commercial and Professional Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration

State Procurement Office

1802 W. Jackson, #100

Phoenix, AZ 85007

Solicitation Attachment – Offer and Acceptance | Revision No. 6 | Revised 03-24

Attachment 1 – Offer and Acceptance Form

SUBMISSION OF OFFER: The undersigned hereby offers and agrees to provide Audio & Visual Commercial and Professional Broadcast Grade Equipment, Services and Rental in compliance with all terms, conditions, specifications, and amendments in the Solicitation and any written exceptions in the Offer indicated by the latest dated version below

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

Orders 2023-09, 2023-01, 2009-09 or A.R.S. §§ 41-1461 through 41-1465;

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. § 18-132 when offering electronics or information technology products, Services, or maintenance;

4. Has submitted this Offer as a firm offer for 180 days following the Solicitation due date and time per the Instructions to Offers. Any extensions to the Offer Acceptance Period shall be made in accordance with the A.A.C. R2-7-C310;

5. Did not and will not involve collusion or other anti-competitive practices; and

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

ACCEPTANCE OF OFFER

The offer is hereby accepted.

The Contractor is now bound to sell the Materials or Services listed by the attached Contract and based upon the Solicitation, including all terms, conditions, specifications, amendments, etc., and the Contractor’s Offer as accepted by the State.

The Contract shall henceforth be referred to as Contract No.

The effective date of the Contract is 07/18/2025

The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this Contract until Contractor receives purchase order or written notice to proceed.

Level 3 Audio Visual LLC 06/20/2024

Offeror company name Signature of person authorized to sign Offer Date

955 E Javelina Ave. Ste 106 Maria Cody, Sr. Contracts Administrator

Address Printed name and Title

Mesa, AZ 85204 Emme Jones, Sales Operations Manager

City, State, ZIP Contact name and Title

Ejones@l3av.com 480-892-1071

Contact email address Contact phone number

Revised Offers:

Date Signature Date Signature

Best and Final Offer:

12/10/2024

Date Signature

CTR077739

Solicitation No. BPM006242

Audio & Visual Commercial and Professional Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration

State Procurement Office

1802 W. Jackson, #100

Phoenix, AZ 85007

Solicitation Attachment – Offer and Acceptance | Revision No. 6 | Revised 03-24

State of Arizona Awarded this day of 20

[Procurement Officer Name]

[Procurement Officer Title]

Procurement officer signature

July 2518th under A.R.S. § 41-2534

Notice Page

Arizona Department of Administration State Procurement Office 1802 W. Jackson, #100

Phoenix, AZ 85007

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 1 of 92

Solicitation Number: BPM006242

Description: Audio & Visual Commercial and Professional Broadcast Grade Equipment, Services and Rental

Solicitation Due Date and Time: Thursday, June 20, 2024 at 3:00PM

Pre-Offer Conference: Wednesday, May 29, 2024 at 3:00PM

Virtually via Google Meet You must register for Pre-Offer Conference in advance using the link in APP.

Proposals will only be accepted online in the “State’s eProcurement System”, Arizona Procurement Portal (APP), at https://app.az.gov until the “Bid/Offer Due Date” indicated in the “State’s eProcurement 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 eProcurement System to the State’s eProcurement 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 eProcurement System”.

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

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

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

Table of Contents Request for Proposal under A.R.S. § 41-2534

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office 1802 W. Jackson, #100

Phoenix, AZ 85007

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 2 of 92

Click here to return to the Table of Contents

Notice Page

Table of Contents

Solicitation Summary 3

Scope of Work 5

Special Terms and Conditions 16

Addendum A to the Special Terms and Conditions 53

Addendum B to the Special Terms and Conditions 59

Uniform Terms and Conditions 10.5 64

Exhibit A 82

Exhibit B 90

Exhibit C 91

Solicitation Summary

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 3 of 92

Solicitation Summary

1. What is the State Soliciting?

The Arizona Department of Administration, State Procurement Office (the State), as authorized under A.R.S. § 41-2501 et seq. is seeking to establish one or more “statewide” Contracts to provide for the State’s Audio & Visual Commercial and Professional Broadcast Grade Equipment, Services and Rental needs.

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 Offer, 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 a basis will result in the best value and is 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: BPM0006242 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. Addendum A to the Special Terms and Conditions

2.1.1.7. Addendum B to the Special Terms and Conditions

2.1.1.8. Uniform Terms and Conditions

2.1.1.9. Exhibit A Sample Statement of Work Template

2.1.1.10. Exhibit B Sample Change Notice

2.1.1.11. Exhibit C Sample Acceptance Certificate

2.1.2. Attachment: BPM006242 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Standard Instructions to Offerors (RFP)

Solicitation Summary

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 4 of 92

2.1.3. Solicitation Attachments

2.1.3.1. Offer and Acceptance

2.1.3.2. Boycott of Israel Disclosure

2.1.3.3. Forced Labor of Ethnic Uyghurs Ban

2.1.3.4. Confidential Information Designation

○ Confidential Information Designation (for reference only)

2.1.3.5. Conformance Statements and Exceptions Requests

2.1.3.6. Key Personnel

2.1.3.7. Letter of Insurability

2.1.3.8. Proposed Subcontractors

2.1.3.9. Offeror Questionnaire Response

2.1.3.10. Financial and Accounting Information

2.1.3.11. References

2.1.3.12. Pricing Sheet

2.2. The State may issue a Solicitation Amendment at any time after Solicitation publication and before the Offer due date. It is the responsibility of the Prospective Offeror to routinely check the APP website for any Solicitation Amendments and revised documents.

Scope of Work

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 5 of 92

Scope of W ork

Scope of Work

1. Purpose and Background

1.1. The purpose of this Solicitation is to establish the State’s Audio & Visual Commercial and Professional Broadcast Grade - Equipment, Services and Rental Program for Eligible Agencies, Employees, and the State of Arizona.

1.2. The State of Arizona is seeking Contractors to provide Audio & Visual (AV) Equipment, Services and Rentals.

1.2.1. The range of AV equipment shall include, but is not limited to, new and manufacturer refurbished equipment and accessories applicable for commercial or professional broadcast grade level environments, classrooms, indoor/outdoor venues, etc.

1.2.2. Services may include, but are not limited to, system design, consulting, installation, maintenance, service contracts, moves, additions, changes, event production staff (ex-camera and video production, lighting, audio tech) etc.

1.2.3. Rental of AV equipment shall be short-term (less than 12 months) and require delivery, insurance, technical support/maintenance, set-up and pick-up of the equipment.

1.3. Background: The State acknowledges that the audio and video industry and suppliers are changing rapidly with the continuous advancement of technology and innovations. With such a fluid industry the State wishes to establish manufacturer-based contracts which allow for flexibility to accommodate open, standards-based products and new technologies as they become available.

The State intends to consider value-added AV suppliers and distributors as well as manufacturer-direct proposals. The State may award multiple manufacturer offerings to a successful value-added reseller and/or distributor. The State prefers to contract with suppliers who represent multiple manufacturers in addition to suppliers who represent manufacturers that produce specialized or custom professional grade level audio and video products.

Contracts resulting from this solicitation will be used by multiple Eligible Agencies with delivery locations throughout the State of Arizona.

2. Definitions

2.1. Commercial Grade equipment is defined as equipment designed, tested and suitable for general Commercial public settings. Commercial settings may include: office buildings, Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 6 of 92 conference rooms, classrooms, auditoriums/theatres, outdoor venues, etc. Equipment and accessories sold for commercial use are not typically recommended or deployed to individual consumers for domestic/personal use.

2.2. Professional Broadcast Grade equipment is considered a higher standard than normal commercial equipment grade versions.

Professional Broadcast Grade is defined as equipment designed, tested and suitable for public Professional Broadcast production environments, storage, or specialized applications. This equipment is not for private, individual/personal audio and visual broadcasting. The equipment has advanced and integrated control options or features and durability for extended, prolonged continuous usage is expected in this grade. Examples of the type of Professional Broadcasts may include: over-the-air (radio and TV), cable or satellite broadcasts, Internet streaming broadcasts, podcasts, audio recording studios, etc.

2.3. Manufacturer refurbished equipment is reconditioned by the device manufacturer to return the product to an original, like-new condition.

2.4. Rentals are defined as equipment that is the property of the Contractor with no ownership assumed by the State or Eligible Agency that is requesting the rental.

2.5. Services are things such as: system design, consulting, installation, maintenance, moves, etc.

2.6. Software is defined as specialized or customized AV software needed to operate or integrate the equipment that is not typically available through a Software Value Add Reseller.

2.7. Interactive Education Response Systems include hardware and associated software that may be used for interactive student or audience response learning activities in classroom settings.

3. Scope of Work

3.1. The Contract shall be on an “as needed, if needed” basis. There is no guarantee as to the amount of products and/or services purchased under any resulting Contract.

3.2. The Contractor(s) shall provide AV Sales and Rentals of Equipment and related Services under this contract which includes:

3.2.1. Actual manufacturer’s products, specialized AV operating software and/or services including all labor, materials, transportation, equipment and other necessities for the installation, integration, and implementation, including

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 7 of 92 engineering analysis, design and configuration of the manufacturer’s product and/or services.

3.2.2. Equipment and software pricing shall be offered as a fixed, minimum percentage off of Manufacturers’ List prices.

3.2.3. Manufacturer refurbished products will be tested and verified to function properly before being offered for resale.

3.2.3.1. Contractor shall have the responsibility to determine whether a refurbished product may be legally offered for sale and shall comply with any local, state, or federal law regarding whether the product can be offered for sale.

3.2.3.2. Contractor shall provide notice to any potential buyer that a product offered for sale is refurbished and if required, provide the appropriate title or document indicating the state of the product.

3.2.3.3. Refurbished products shall, at minimum, have the same manufacturer warranty period of new products.

3.2.4. Software and/or hardware maintenance of the manufacturer’s product or service.

3.2.5. Ancillary services in conjunction with the implementation, install, relocation, extension of or repairs to a manufacturer’s product as well as live Event/Conference AV production services.

3.2.5.1. Services may be requested as Firm, Fixed Hourly pricing or as a Firm, Flat Project Bid price.

3.2.5.2. Flat pricing bids for a project will have no overtime accepted.

3.2.6. Rental of AV equipment shall include all labor, materials, transportation, insurance, technical support/maintenance, set-up and pick-up costs.

3.3. INCLUDED ITEMS (but are not limited to):

Products and Services shall cover a broad range of AV Equipment categories as well as all necessary account, set-up, support, and delivery services. These categories shall be defined by similar types of products and include all related parts and accessories.

Proposers may submit offers on any number of categories.

Equipment and services shall be awarded under each of the following categories. Each category is grouped by similar types of products as those listed in the description examples

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 8 of 92 but the list should not be considered an all-inclusive list and is not limited to what is identified.

Additional related items, as well as new emerging technology, not listed under a specific category may be included/added if deemed appropriate. Final decisions for inclusion on items that are not listed below shall be at the discretion of the State’s contract manager and will require a formal amendment to the contract.

Rental of equipment shall be short-term and shall not exceed 12 months per rental period.

Value-added Services will be used on an as-needed basis but is not considered its own individual award category.

Category Description Category 1:

Audio Solutions

Compact disc systems (CD), MP3 players, AM/FM Radio, Public address systems (PA) – fixed and portable, Stereo Receivers/Equalizers, Amplifiers, Speakers, Sound Boards, Players/Recorders, Portable Sound Systems, Wireless Microphone Systems, Listening Centers, Assistive Listening Devices, Language Interpretation Devices, Microphones, Audio Mixers/Processors, Audio Cassette/Tape Recorder/Player and other associated equipment.

Category 2:

Video & Photography Solutions

Still Photography Cameras, Digital and SLR (small, medium, large format), Camera Lens, Document, Video, Camcorders, Digital Video Servers, Disk Drives & Memory Cards, Security, Weatherized, Stand Alone Printers specifically for Digital Camera Printing, and other associated equipment.

Category 3:

Presentation, Video Conferencing, Interactive Systems & Displays/Screens

Category 4:

Production, Lighting & Staging

Video conferencing equipment, system & services, Projectors, Projector Screens (indoor, outdoor, portable, motorized, rear projection, etc.), White Boards & Interactive displays, Interactive Education Response/Classroom equipment, systems & services, LCD Panels, Video Plasma Displays and other associated equipment.

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 9 of 92

Lighting, Lighting Controls & Systems (fixed and portable), Ancillary Power, White/Colored/Customized Backdrops, and other associated equipment

Category 5:

Televisions & Media Devices

Digital, LCD, LED, OLED, Plasma, Mounting Systems, Swivels, DVD, Blu-ray Disc Players, Media Players, Gaming, and other associated equipment.

Category 6:

Professional Broadcast Solutions

Category 7:

Peripherals & Accessories

Category 8:

Rentals

Category 9:

Refurbished

Value-Added Services

Digital Cinema, Studio & EFP, Industrial & Multi-purpose, POV Cameras, VR & 360 Video, Tripods, Supports, & Rigs, Production Switches & Controllers, Podcasting equipment, Video Monitors, Video Streaming, Signal Processing & Distribution, Post Production equipment, and other associated equipment.

Products in this category will include those used in relation to the listed categories 1-6 such as:

Audio/Video Carts, Mounting Systems, Podiums, Lecterns, Stands, Equipment Cases, Racks & Rack Mounting Equipment, Cases, Adapters, Switches, Cables, Connectors, Batteries, Test Equipment, Tripods & Dollies, Multimedia Consoles & Control Systems, etc.

Short-term rentals (less than 12 months) of equipment related to the listed categories 1-7.

Manufactured refurbished equipment related to the listed categories 1-7.

Services (new and legacy) in relation to the above categories such as: Design and Consulting, Delivery and Installation, Remote or Onsite Management, Technical Support, Repairs, Maintenance, Warranty, Integration, Moves, etc. Conference, Meetings, Event production that require audio and visual elements such as trainings, live stage productions, public forums, video screens, etc.

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 10 of 92

3.4. EXCLUDED ITEMS (specifically from this contract):

3.4.1. Leased products (Leased is defined by terms greater than 12 months).

3.4.2. Computers – unless the intended design of the computer is specifically for Audio and or Video purposes.

3.4.3. Computer monitors, keyboards, mouse, and/or related accessories.

3.4.4. Radio Communication related Products and Services, including Public Safety Communication.

3.4.5. Equipment, 2-way radios, 900MHz Digital Microwave Radio Systems, and Digital Microwave Radio Equipment.

3.4.6. Wireless products and services (Cellular, Data, Satellite).

3.4.7. Carrier Services, both regulated and unregulated.

3.4.8. Any software that is not specifically part of the AV solution.

4. Rentals

4.1. Rental of equipment shall be short-term (less than 12 months) only and will include delivery and pick-up, insurance, technical/maintenance support, set-up and any testing needed to ensure equipment is working at time of delivery.

4.2. Pricing shall be fixed bid or per hour pricing.

4.3. A separate, additional rental contract will not be required by the Contractor.

4.4. No security deposit will be required to rent under this contract.

4.5. The Customer shall inspect the rental equipment upon delivery and notify the Contractor immediately of any issues. The Customer is responsible to return the rental equipment in a good, working condition similar to as when it was received.

4.6. Upon pick-up/return the Contractor shall inspect the equipment and notify the Customer no later than the next business day of any issues that are outside of normal wear and tear.

The general items for rental are categorized as follows:

4.7. Audio Equipment

4.8. Video and Still Cameras Equipment

4.9. Projectors and Screens

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 11 of 92

4.10. TVs, Monitors, and Displays

4.11. Lighting

4.12. Professional Grade Production Equipment

5. Value Added Service Requirements

The AV services that may be offered under this solicitation are categorized as follows:

5.1. Design and Consulting

5.1.1. The Contractor shall clearly define to the State what is specifically included in their Design and Consulting Services.

5.2. Delivery and Installation

5.2.1. Time of Purchase of new equipment.

5.2.2. Previously purchased equipment, Relocations of previously purchased, Legacy equipment.

5.3. Training

5.3.1. User Training/Transfer of Knowledge: This training shall be completed by the Contractor after equipment installation is completed at no additional cost to the State. If this training is not completed immediately after the equipment installation is complete, than the Contractor shall schedule a time to conduct this training and transfer of knowledge with the State-designated personnel. There will be no additional cost to the State of any kind in this situation.

5.3.2. Formal Classroom Training: This will be allowed if this training consists of at least five (5) or more participants from the State. The training shall be billed at an hourly rate and shall be held at the State unless otherwise approved by the State.

5.3.3. In the case of both User Training and Formal Classroom Training, the training participants shall receive, and can retain, individual copies of applicable training materials at the time the training is conducted. The State reserves the right to make additional copies of training materials and AV system documentation provided. The State also reserves the right to use the materials to train additional State-designated personnel.

5.4. Maintenance

5.4.1. Preventative

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 12 of 92

5.4.1.1. The Contractor may perform Preventative Maintenance (as defined as Service Inspection of new equipment installed or configured by Contractor. (Costs if any will be defined in a Task Order or Purchase order). The work shall be performed in accordance with the manufacturer’s recommendation to ensure the equipment is performing to all the defined technical and environmental specifications for the system that has been delivered and accepted.

The Contractor shall perform at a minimum of the manufacturers recommended inspections in a year. The Contractor shall also conduct the initial preventative maintenance ensuring the performance begins at the optimal level upon delivery, installation and acceptance.

5.4.2. Legacy Support

5.4.2.1. In addition to maintenance of new equipment purchases, the Contractor shall also offer maintenance of legacy equipment.

Legacy equipment is defined as any existing audio and/or video equipment and its associated supplies or accessories that have been purchased prior to the RFP issuance and resulting contract award.

5.4.3. Diagnostics and Repairs

5.4.3.1. Diagnostics and repairs to existing equipment bought under contract, either covered under warranty or uncovered out-of-warranty, shall be available. Under warranty is defined as any equipment still under an original manufacturer’s warranty period, including any extended warranty offered by the manufacturer or reseller. Out-of-warranty is defined as any equipment past the original or extended warranty period as defined at the time of purchase.

5.4.4. Integration

5.4.4.1. Integration services shall be offered at an hourly rate by the Contractor. The Contractor shall clearly list and communicate to the State what is specifically included in their Integration Services.

5.5. Relocation and Moves

5.5.1. At the direction of the Customer the Contractor will move and relocate existing equipment or systems to a specified location.

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 13 of 92

5.5.1.1. If additional parts or supplies (ex-cables, power cords, brackets, etc.)

are required for the reinstall, the Contractor will provide the Customer the estimated costs in writing and must receive a revised Task Order or Purchase Order as confirmation to proceed.

5.5.1.2. At no additional cost to the Customer, the Contractor will test and confirm the equipment or system is functioning properly once a move is completed.

5.6. Conference, Meetings, Event Production Management

5.6.1. Contractor will provide all necessary personnel to manage and service live conference, meetings, event AV needs. Examples of services could include event planning, operating lighting, audio, visual elements (ex-video presentation, presentation graphics, etc.), staging, etc. Services may be used in conjunction with the rental of equipment under this contract or using existing onsite equipment.

6. Deliverables

6.1. All Task Orders shall have a project plan and statement of work that is associated with any services that are ordered with any equipment. See Exhibit A for SOW Sample Only.

6.2. Any Task Order that has associated services shall include a Change Management document that must be agreed to in writing and submitted to Purchasing Manager for amendment to the original Task Order SOW. See Exhibit B for Change Notice Example.

6.3. Any Task Order shall have an acceptance period after testing. Acceptance must be completed in writing. See Exhibit C Acceptance Certificate Example.

7. Service Level Expectations

7.1. The Contractor agrees to provide quotes on a priority basis. Priorities are defined as a matter of importance to the State or Purchasing entity in which a response is requested/needed within a certain matter of time and shall be defined at the time of requesting a quote. Service levels and priorities shall be as defined below:

7.1.1. Priority 1 – Urgent Project Request –Needs response within 1- 2 hours of call/email for a request for quote. (Example: Need to hold press conference within 24 hours and need quotes to place an emergency order)

7.1.2. Priority 2 – Maintenance Critical – Needs response within 2 – 4 hours of call/request for quote. (Example: Need to hold seminar or training and one or

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 14 of 92 many of the flat screens is not working as designed and maintenance / service needs to be completed in order to hold seminar or training)

7.1.3. Priority 3 – Low Maintenance / New Purchase – Needs response within 8 working hours of call/email for a request for quote and will have a request timeline. (Example: Need to order new equipment for a lab or media room)

NOTE: Out of Office responses are NOT considered a response. Responses are NOT auto generated.

7.1.4. The Contractor shall provide services and quotes in Arizona time zones and hours of support should be similar to 7am to 6pm AZ Time Monday through Friday.

7.1.5. Times for Weekend and Emergencies shall be on a case/case need. Supplier will provide afterhours number for support.

7.2. Escalation Process

7.2.1. Any Purchasing Entity will be required to fill out a Vendor Performance Report and submit to the State for any AV Supplier noting performance on a quarterly basis and provide to the State Procurement Officer for reviews.

A performance discussion will take place between the AV Supplier representatives and the Procurement Officer. The AV Supplier will be provided notice, and a plan will be developed to improve on the problem areas within two (2) months.

8. Exhibits (located after the Uniform Terms and Conditions)

8.1. Exhibit A for SOW Example.

8.2. Exhibit B for Change Notice Example.

8.3. Exhibit C Acceptance Certificate Example.

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 15 of 92

This Page Intentionally Left Blank

Special Terms and Conditions

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 16 of 92

The Special Terms and Conditions modify the Uniform Terms and Conditions. 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. “AI” means the science and engineering of making machines capable of performing tasks that are typically associated with human intelligence, such as learning and problem-solving, and includes without limitation: AI systems, classic AI, external AI, generative AI, and large language model (LLM) AI.

1.4. Arizona Procurement Code: The Arizona Procurement Code consists of Arizona Revised Statutes (A.R.S.) §§ 41-2501 et seq. and Arizona Administrative Code (A.A.C.) R2-7-101 et seq. There is additional information in the Solicitation Instructions regarding how to access these state statutes and rules.

1.5. Arizona Risk and Authorization Management Program (AZRAMP): is used by the Arizona Department of Homeland Security to evaluate Cloud services and Contractors that will transfer, process, or store state data outside of state-managed or controlled networks, and has three levels of control review:

1.5.1. AZ Mandatory Control Baseline: 35 Controls

1.5.2. NIST Low Impact Control Baseline: Public Data Classification

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 17 of 92

1.5.3. NIST Moderate Impact Control Baseline: Confidential Data Classification

1.6. Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona Department of Revenue (DOR) website at: https://azdor.gov/transaction-privilege-tax-tpt

1.7. Attachment. Any item that:

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

1.7.2. Was attached to an Offer when submitted; and

1.7.3. Was included in the Accepted Offer.

1.8. Cloud Services: Cloud or Cloud Services means any Software as a Service (SaaS), Infrastructure as a Service (IaaS), or Platform as a Service (Paas) involving the transfer, processing, or storage of state Data outside the control of state-managed and controlled networks.

1.9. Contract Terms and Conditions: The Special Terms and Conditions and the Uniform Terms and Conditions taken collectively.

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

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

1.12. 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 I.R.S. under Section 501(c)(3) through 501(c)(6) of the tax code.

1.13. Data Breach: Data Breach is used herein as defined as stated in A.R.S. Title 18, chapter 5, article 4 (Data Security Breaches), or in any relevant state or federal standard, to indicate an unauthorized acquisition of and unauthorized access that materially https://azdor.gov/transaction-privilege-tax-tpt

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 18 of 92 compromises the security or confidentiality of unencrypted and unredacted computerized personal information maintained as part of a database of personal information regarding multiple individuals.

1.14. Eligible Agency:

1.14.1. 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.

1.14.2. If the Special Terms and Conditions indicate that the Contract is a mandatory statewide contract, then “Eligible Agency” means any State of Arizona department, agency, university, commission, or board.

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

1.15. Federal Risk and Authorization Management Program (FedRAMP): A federal government program that provides a standardized approach to security assessment, authorization, and continuous monitoring specifically for Cloud products and services relied upon by federal entities that store, process and transmit federal information.

1.16. Instructions to Offerors: The Solicitation Instructions document of the Solicitation.

1.17. NIST: NIST is the National Institute of Standards and Technology. For more information, see https://www.nist.gov/.

1.17.1. NIST Low Impact: If a Contractor may process, transmit, or store Public State Data (per State Data Classification Policy P8110), metadata, and/or Data that may be released to the public that requires no additional levels of protection during its work under the Contract, or as directed by the State Chief Privacy Officer (Arizona Department of Homeland Security Governance, Risk, and Compliance team), then the Contractor shall comply with NIST Low Impact security controls.

1.17.2. NIST Moderate Impact: If a Contractor may process, transmit, or store Confidential State Data (per State Data Classification Policy P8110) or metadata during its work under the Contract, then the Contractor shall comply with NIST Moderate Impact security controls.

1.18. Order: The instrument by which the Eligible Agency or Co-Op Buyer authorizes a Contractor to perform some or all of the Work. Whether the Contract will have one Order https://www.nist.gov/

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 19 of 92 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 an “Order”: “Purchase order,” “task order,” “service order,” or “job order”.

1.19. State’s eProcurement 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 eProcurement 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

1.20. 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.

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

1.22. StateRAMP: A non-profit organization that provides a uniform approach to verifying that the cybersecurity of Cloud service providers (CSPs) meets the standards and regulations needed to do business with state and local governments.

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

2. Contract Interpretations

2.1. Usage. Where the Contract:

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

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

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 20 of 92

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(32) [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 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(44) [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;

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

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

2.2. Contract Order of Precedence

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

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

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 21 of 92 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) Specifications; and

(7) 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.

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 canceled, terminated, or permissibly extended.

3.2. Contract Extensions. State may at its discretion extend the initial Contract term in increments of one (1) 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.

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 22 of 92

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 eProcurement 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 formal notices to the email address indicated in “Contact Instructions” in the State’s eProcurement System Summary for State; and address any required notices to State via email to the Procurement Officer identified as “Purchaser” in the State’s eProcurement System and via mail to the following mailing address:

Arizona Department of Administration State Procurement Office 1802 W. Jackson, #100,

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 eProcurement 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; or

3.4.2. 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 3.4.1 and 3.4.2 above, both parties’ signatures (or “approval” in the State’s eProcurement 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

Solicitation No. BPM006242 Audio & Visual Commercial and Professional

Broadcast Grade Equipment, Services and Rental

Arizona Department of Administration State Procurement Office

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 23 of 92 given notice that the persons using Electronic…