CTR079463_Contract_Documents.pdf

Request for Proposal

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

1400 W. Washington St, #B200 Phoenix, AZ 85007

Solicitation Attachment – Offer and Acceptance | Revision No. 7 | Revised 07-25

Attachment 1 – Offer and Acceptance Form

SUBMISSION OF OFFER: The undersigned hereby offers and agrees to provide Fire Alarm Monitoring 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 any Federal anti-discrimination laws, rules, regulations or executive orders, [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.

7. Does not participate in, and agrees not to participate in during the term of the contract, a boycott of Israel in accordance with A.R.S. § 35-393 et seq. (Unless exempt)

8. Does not participate in the use of forced labor of ethnic Uyghurs as described in A.R.S. § 35-394. (Unless exempt)

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

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

State of Arizona Awarded this day of 20

[Procurement Officer Name] [Procurement Officer Title]

Fire Protection Service Corporation dba Next Protection

10.9.2025

Offeror company name Signature of person authorized to sign Offer Date

1465 N. Hayden Road, #100 Jeremy Berger - President

Address Printed name and Title

Scottsdale, AZ 85257 Jeremy Berger - President

City, State, ZIP Contact name and Title

X By checking this box, Offeror is certifying that it is exempt from the requirements regarding the forced labor of ethnic Uyghurs and boycott of Israel because of one of the following: Contractor is a Sole proprietorship, has fewer than ten (10) employees; or is a non-profit organization.

jberger@nextprotection.com 480.612.6600

Contact email address Contact phone number

Revised Offers:

Date Signature Date Signature

Best and Final Offer:

Date Signature

N/A

11.5.2025

CTR079463

November 22, 2025

12th November 25 under A.R.S. § 41-2534

Notice Page

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 1 of 58

Solicitation Number: BPM007101

Description: Fire Alarm Monitoring

Solicitation Due Date and Time: As indicated in APP

Pre-Offer Conference: Pre-Offer Conference will not be conducted

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. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 2 of 58

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 10

Addendum A to the Special Terms and Conditions 38

Uniform Terms and Conditions 10.5 42

Solicitation Summary

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 3 of 58

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 Fire Alarm Monitoring Services.

The State anticipates awarding contract(s) with the intent to secure service coverage statewide.

Whether or not it actually enters into any contracts, how many contracts it enters into, and how the work is awarded between those contracts are all at the State’s discretion. Furthermore, the State will use any awarded contracts on an as-needed basis, with no guarantee as to its actual spending under them.

The State reserves the right to accept any item or combination of items specified in the Solicitation, unless the Offeror expressly restricts an item or combination of items in its 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: BPM007101 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

2.1.2. Attachment: BPM007101 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Standard Instructions to Offerors (RFP)

2.1.3. Solicitation Attachments

2.1.3.1. Offer and Acceptance

2.1.3.2. Confidential Information Designation

○ Confidential Information Designation (for reference only)

2.1.3.3. Conformance Statements and Exceptions Requests

Solicitation Summary

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 4 of 58

2.1.3.4. Key Personnel

2.1.3.5. Letter of Insurability

2.1.3.6. Organization Profile

2.1.3.7. Proposed Subcontractors

2.1.3.8. Experience and Capacity Response

2.1.3.9. References

2.1.3.10. Method of Approach

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. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 5 of 58

Scope of Work

Scope of Work

1. Purpose and Background

1.1. The purpose of this Solicitation is to establish the State’s Fire Alarm Monitoring Program for Eligible Agencies, Employees, and the State of Arizona.

2. Definitions

2.1. Authorized Representative(s) - Authorized Representative(s) of Agencies will work with a monitoring center representative to address any concern or emergency issue which may arise during the monitoring process.

2.2. Call List - A Call List consists of names, emails, phone numbers and any pager number(s) of an Authorized Agency Representatives. in sequential contact order. Multiple contacts will be made until an Authorized Agency Representative is responsive.

3. Scope of Work

3.1. Scope Summary:

3.1.1. The State of Arizona Department of Administrative Services is seeking a qualified Supplier to provide fire alarm monitoring services for addresses located within the State of Arizona. Each location must utilize the Underwriters Laboratories (UL) listed monitoring center for signal receipt and processing. Signals are processed through Agency owned AES IP Links where all system notifications and correspondence will be sent from the monitoring center directly to an Authorized Agency Representative(s).

3.1.2. Locations may vary across the State geographically depending on the participating Agency’s service needs.

3.2. Service Requirements

3.2.1. Contractor shall provide all labor, equipment, materials and consumables necessary for third-party monitoring and dispatching of emergency services for the Agency’s fire alarm systems.

3.2.2. Contractor shall be responsible for the complete performance of all work and for the methods, means and equipment used, and for all materials, tools, apparatus and property of every description used in connection therewith to monitor the fire alarm systems.

3.2.2.1. Services shall comply with all governing codes and regulations and shall meet or exceed the accepted standards of the industry.

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 6 of 58

3.2.2.2. Alerts are transmitted to the central monitoring station. Central monitoring station personnel shall contact the appropriate fire department and designated Authorized Agency Representatives (Agency Representatives should be advised following Fire Department notifications) immediately after the alert signal is received at the central monitoring station. Names and phone numbers of Authorized Agency Representatives shall be furnished to the successful Contractor upon award.

3.2.2.3. Dispatch center shall place a telephone call to an Authorized Agency Representatives in sequential order of the Call List upon immediate receipt of an alert. Each dispatch center alert notification telephone call shall require the dispatch center to continue to place the call up until an Authorized Agency Representatives is contacted by telephone or the dispatch center has attempted to contact each Authorized Agency Representatives a maximum of one time from the list, whichever shall occur first. The dispatch center alert notification telephone caller shall leave a telephone voice mail message identifying the date, time, and alert received for any non-responsive Call List Representative the dispatch center was unable to contact until either a Call List Representative was reached or the maximum one pass through the Call List has occurred.

3.2.2.4. Contractor will contact the State to set up an appointment for access and preparation of any communication devices and or programming required to transmit the system signals from the Agency location to the monitoring center.

3.2.2.5. Contractor shall be responsible for any error in dispatch that are incurred on the part of Contractor or its employees.

3.2.2.6. Maintain a copy of the Call List that contains contact information for Authorized Representative(s) of Agency to inform the department of Failed Signal, Emergency Fire Alert, and Manual Alert.

3.2.2.7. Contract shall only accept updates to the Call List when provided by an Authorized Agency Representatives in writing either through email or mail.

3.2.2.8. The Contractor will provide separate optimizable passwords to each Authorized Agency Representative(s). The Representative will use the assigned optimizable password in contacting the Contractor to communicate if the work environment could impact the monitoring of the fire system.

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 7 of 58

3.2.2.9. Contractor shall meet requirements for Central Station Monitoring and abide by NFPA standards on notification.

3.3. Schedule for Performance

3.3.1. The Contractor will provide monthly third-party monitoring and alarm dispatching services for the existing fire alarm systems AES wireless communicators with Intellipro communication modules for the Arizona Department of Administration.

3.3.2. The Contractor will provide twenty four (24) hour per day, seven (7) days per week, 365/365 days per year monitoring of fire alarms systems transmitted to the monitoring center and provide dispatch response in accordance with any alert received.

3.3.3. The Contract shall give the Agency access to any network maps or remote monitoring services available.

3.4. Testing and Inspection

3.4.1. RESERVED. The State of Arizona reserves the right to modify the services upon mutual agreement to include testing and inspection of the Agency fire alarm system currently covered and as may be further amended under this this scope of work.

4. State Requirements

4.1. Update Call List

4.1.1. The state will update the Call List provided to the Contractor when an Authorized Representative(s) of Agency has been added or removed from the Call List.

4.1.2. Updates to the Call List may only be performed by Authorized Representative(s) of Agency.

4.1.3. The state shall be subject to the best negotiated per signal charge in the case that a “runaway system” is identified.

4.2. Internet Transmission

4.2.1. Monitoring to include 5G cellular coverage monitoring and an annual usage report for monitoring vendor.

4.2.2. The state will provide Twenty Four (24) hours per day electrical service for the system.

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 8 of 58

4.2.3. The state will test the AES transmission equipment to determine if installed equipment is working properly as required by the state.

4.2.4. To mitigate potential conflicts in broad casting signals for the existing fire alarm system, an Authorized Representative of Agency will notify the Contractor before installations of DSL, BPL, Voice over Internet Protocol ("VoIP"), or other internet-based service as may be required.

4.2.5. Agency is responsible for the internet connections and backup telephone lines for signal transmission to the dispatch center.

5. Contractor Requirements

5.1. Licensing and Certifications

5.1.1. The monitoring facility shall be UL listed or FM and certified Central Station for fire alarm monitoring.

5.2. Contractor’s Personnel

5.2.1. Contractor shall ensure the use central station operators are properly trained to respond to an emergency alert, place outgoing calls to verify an alarm, dispatch the proper authorities, notify Authorized Agency Representatives, and properly document all responses for the alarm with alarm monitoring software.

5.2.2. Contractor personnel shall be capable of fluently speaking the English language in order to properly communicate with any Authorized Agency Representative(s) from the Call List.

5.3. Required Training

5.3.1. Historical Records Training

5.3.1.1. The Contractor will provide web based/computer software historical records training for the Authorized Representative(s) of Agency.

5.4. Required Monitoring and Reporting

5.4.1. The monitoring facility (UL or FM) must be equipped with a true redundant backup site that is not Local

5.4.2. Contractor shall provide reports as requested to the state that include the number of people to contact, alarm reports, alarm verifications, and other reports as determined required by the state in conjunction with the monitoring services provided.

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 9 of 58

5.4.3. UL listed dispatch center shall provide a Test Signal Report document for Agency monitored addresses to the Agency every three (3) months prior to the destruction of archived data.

5.4.4. UL listed dispatch center shall provide an Activity Report document for Agency monitored addresses to the Agency every one (1) year prior to the destruction of archived data

Special Terms and Conditions

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 10 of 58

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. AZRAMP Level 1 Prerequisite: 35 Controls

1.5.2. AZRAMP Level 2 Low Impact: Public Data Classification

1.5.3. AZRAMP Level 3 Moderate Impact: Confidential Data Classification

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 11 of 58

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 compromises the security or confidentiality of unencrypted and unredacted computerized personal information maintained as part of a database of personal information regarding multiple individuals.

https://azdor.gov/transaction-privilege-tax-tpt

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 12 of 58

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 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 https://www.nist.gov/

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 13 of 58

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.

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

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 14 of 58 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 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;

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 15 of 58

(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.

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”

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 16 of 58 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 given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract. Accordingly, where an authorized State user is required to “click through” or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering System, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any Materials or Services, those terms and conditions will also be void.

3.6. Books and Records

3.6.1. Retain Records. In addition to the audit rights detailed in the Uniform Terms and Conditions, State also requires that, pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 17 of 58 retain books and records relating to any cost and pricing Data submitted in satisfaction of § 41-2543 for the period specified in the statute.

3.6.2. Usage Information. Additionally, any and all information (including, but not limited to, documentation or Data) related to Eligible Agency and Co-Op Buyer usage retained solely within the Contractor’s system (for example, related to punch-out or Contractor catalog sales) shall be considered public information or information that can be shared with and distributed by the State freely and for any purpose under the State’s government purpose rights detailed in Section 3 of the Uniform Terms and Conditions [Ownership of Intellectual Property]. Any modifications to this Contract notwithstanding, the State shall have free use of any and all information related to Eligible Agency or Co-Op Buyer purchasing. Upon request by the State, Contractor shall promptly provide the State with any usage information requested and shall not attempt to limit the State's use in any way.

3.6.3. Right To Audit. The retained books and records are subject to audit by State during that period. Pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to performance under the Contract for the period specified in the statute and those retained books and records are subject to audit by State during that period.

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

3.7. Subcontract

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

3.7.2. Additional names. Contractor shall not enter into a Subcontract to perform Work under the Contract, without first obtaining Procurement Officer’s written consent with any prospective Subcontractor that (a) was not listed on the Attachment Proposed Subcontractors at time of Contract execution or (b) is for

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 18 of 58 any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it.

Approval of additional subcontractors shall be added to the Contract by a bilateral Contract Amendment.

3.7.3. Flow-down. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as appropriate. When making any post-execution consent requests, Contractor shall include its warrant that it will do the same for the pending Subcontracts covered by the request. Entering into Subcontracts will not relieve Contractor of any of its obligations or duties under the Contract, including, among other things, the duty to supervise and coordinate the work of Subcontractors.

Nothing contained in any Subcontract will create or is to be construed as creating any contractual relationship between State and the Subcontractor.

3.8. Orders

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

3.8.2. Order Terms. All Orders are subject to the Contract Terms and Conditions; an Order cannot modify the Contract Terms and Conditions. Any Contractor terms added to quotes or otherwise unilaterally added to Eligible Agency or Co-Op Buyer Orders are null and void.

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

3.8.4. No Minimums or Commitments. (a) Contractor shall not impose any minimum dollar amount, item count, services volume, or services duration on Orders; (b)

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 19 of 58

State makes no commitment of any kind concerning the quantity or monetary value of activity actually initiated or completed during the term of the Contract;

(c) Contractor shall only deliver or perform as authorized by Orders; and (d) State is not limited as to the number of Orders it may issue for the Contract.

For clarity of intent, the foregoing applies equally whether an Eligible Agency issues the Order or, if applicable, a Co-Op Buyer issues it.

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

3.9. Order Cancellations. State may cancel Orders within a reasonable period after issuance and at its discretion. The same method used for ordering will be used for cancellation.

3.9.1. If State cancels an Order, then State shall:

3.9.1.1. pay Contractor for any portion of the Materials and Services from that Order that have been properly delivered or performed as of the cancellation effective date; and

3.9.1.2. reimburse Contractor for actual, documented costs incurred in fulfilling the Order up to the cancellation effective date and the cost of any obligations incurred in fulfilling the Order up to the cancellation effective date that demonstrably cannot be canceled or that have pre-established cancellation penalties specified in the relevant Subcontracts, to the extent the penalties are reasonable and customary for the work in question.

3.9.2. Contractor shall not charge or be entitled to charge State for any new costs it incurs after receiving the cancellation notice; State is not liable for any Materials that were produced, shipped, or delivered, or Services that were performed before Contractor had acknowledged the corresponding Order.

3.9.3. State shall also be able to cancel Orders freely and without any further obligation at any time prior to Contractor’s formal acknowledgement of the Order.

3.10. The Contract is a mandatory statewide contract (per A.A.C. R2-7-607) for multiple purchases, projects, or assignments, and a cooperative contract (per A.R.S. § 41- 2632 and A.A.C. R2-7-1002(B)) that can be purchased against by some or all Eligible Agencies and any Co‑Op Buyers that elect to participate. Even if only one Eligible Agency needs or elects to purchase against the Contract, it is to be construed as being a cooperative contract hereunder.

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 20 of 58

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

https://spo.az.gov/suppliers/usage-reporting

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

3.10.3. Contractor shall pay State an administrative fee against all Contract sales to Co‑Op Buyers, as provided for under A.R.S. § 41‑2633. Rates are set in accordance with SPO Technical Bulletin (TB) 007, available on the SPO website, which may be revised at the State’s sole discretion as part of Arizona state procurement policy. For convenience (though note that this link may change over time) TB 007 may be found here:

https://spo.az.gov/suppliers/usage-reporting.

Failure to remit the administrative fees is a material breach of contract, and will entitle the State to its remedies under Contract Terms and Conditions Section 8 and its right to terminate for default under Section 9. Method of calculation, payment procedures, and other details are provided on the State Procurement Office website:

https://spo.az.gov/suppliers/usage-reporting.

3.10.4. Contractor shall submit to State a quarterly usage report documenting all Contract sales to both Eligible Agencies and Co‑Op Buyers, itemized separately. Contractor shall further itemize divisions, groups or areas within a given Eligible Agency if they place Orders independently of each other. Failure to submit the report is a material breach of contract, and will entitle the State to its remedies under Contract Terms and Conditions Section 8 and its right to terminate for default under Section 9. Contractor shall submit the report using the forms and following the instructions on the State Procurement Office website:

https://spo.az.gov/suppliers/usage-reporting.

3.10.5. Contractor shall acknowledge each Order from Eligible Agencies within one (1) business day after receipt by either: (a) “approving” the Order electronically in https://spo.az.gov/suppliers/usage-reporting https://spo.az.gov/suppliers/usage-reporting https://spo.az.gov/suppliers/usage-reporting https://spo.az.gov/suppliers/usage-reporting

Solicitation No. BPM007101 Fire Alarm Monitoring

Arizona Department of Administration General Services Division

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 21 of 58 the State’s eProcurement System, which will indicate Contractor’s unqualified acceptance of the Order as‑issued; or (b) “rejecting” the Order electronically in the State’s eProcurement System, with a concurrent explanation by email to relevant originator as to the reason for rejecting it. By way of reminder, the only grounds on which the Contractor may reject or refuse an Order are those set out in subparagraph 3.8.3 [Orders are Obligatory]. Unless and until Contractor has approved the Order in the State’s eProcurement System, it will have no effect under the Contract and will not oblige either State or Contractor. If the relevant Eligible Agency explicitly instructs at the time that a verbal acceptance is sufficient because of urgency or other unusual circumstances and Contractor duly gives its verbal acceptance, then Contractor will be deemed to have accepted the Order immediately upon commencing performance, provided that, Contractor must follow-up its verbal acceptance by accepting the Purchase Order electronically in the State’s eProcurement System within three

(3) business days. Contractor shall thereafter be barred from subsequently rejecting the Order in the State’s eProcurement System and if it does so the rejection will be void.

3.10.6. Contractor shall acknowledge each Order from Co‑Op Buyers in conformance with each Co-Op Buyer’s instructions given at the time of ordering or in any supplemental participating agreement Contractor might have with them.

Orders from Co‑Op Buyers create no obligation on State’s part, since they are entirely between the Co-Op Buyer and Contractor. That notwithstanding, Contractor’s obligation under the Contract is to service Co-Op Buyers commercially as though they were with an Eligible Agency, and Contractor’s refusal to do so would be a material breach of the Contract.

3.11. Multiple-Use Provisions. Eligible Agencies may issue Orders for Services in several forms, all of which become final and effective by a Purchase Order in the State’s eProcurement System. Regardless of origin, Orders must cite the State contract number to be valid.

State may, at its discretion in each instance, determine the scope, schedule, and price for each Order in any of the following ways:

3.11.1. By choosing some or all of the Materials or Services items covered by the Contract for which a price is established in the Contract, then preparing an Order using those prices (e.g. filling out an order form), and sending it to the Contractor;

3.11.2. By instructing Contractor to provide a…