PART_2_Scope_of_Work_BPM002158.pdf

Request for Proposal Solicitation No. BPM002158

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

Arizona Department of

Administration

State Procurement

Office 100 N 15th Ave., Suite 402

Phoenix, AZ 85007

PART 2 of the Solicitation Documents

Template version 6.0 (28-JAN-2020)

Table of Contents

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Part 2: Scope, Pricing and Terms and Conditions

Table of Contents

SECTION 2-A: Scope of Work

1.0 ..... INTRODUCTION

2.0 ..... PURPOSE AND BACKGROIUND

3.0 – 15.0 SCOPE OF SERVICES

SECTION 2-B: Pricing Document

SECTION 2-C: Special Terms and Conditions…………………………………………………………...……….……………………11

SECTION 2-D: Uniform Terms and Conditions https://procure.az.gov/bso/

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

Arizona Department of

Administration

State Procurement

Office

Template version 6.0 (28-JAN -2020)

SECTION 2-A: Scope of Work

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SECTION 2-A: Scope of Work

1.0 Introduction

The Arizona Department of Administration, State Procurement Office on behalf of the State of Arizona (hereinafter referred to as the "State") is responsible for administering the contract (hereinafter the "Program") for all state departments and agencies (hereinafter referred to as "Eligible Agencies") The Program is self-funded for all eligible participants under A.R.S.§41-621.

The State is seeking proposals from qualified organizations to provide law enforcement vehicle upfitting services and parts purchase for the State’s Program to assist the Procurement Office in administering and maintaining a comprehensive and cost-effective Program.

2.0 Purpose and Background

The Department of Public Safety (DPS) on behalf of the eligible State departments and agencies seeks to enter into a term type contract with a qualified firm(s) to provide as needed when needed fleet vehicle upfitting services in accordance with the terms, conditions, scope of work/specifications, for the price(s) offered herein.

DPS maintains a fleet of various makes and models of pursuit and support vehicles most of which require initial, reconfiguration/modification, repair, disassembly and other related vehicle up-fitting services. The estimated number of vehicles requiring these services is approximately 200 annually. Quantities referenced are annual estimates only; no guarantee as to actual quantities is expressed or implied.

3.0 Brand Name Type Specification: This solicitation contains Brand Name type specifications as specifically authorized under Arizona Administrative Code (A.A.C.) R2-7-403 for the parts, components and assemblies specified herein.

4.0 Vehicle Types: Various makes, models and years of cars, trucks and Jeeps to include, but not limited to, Ford, Chevrolet, Dodge, Chrysler, Toyota, Nissan, and BMW and Honda motorcycles.

5.0 Scope of Services

Contractor shall furnish all labor, labor burdens, equipment, tools, materials, accessories, parts, components, transportation, services, permits, insurance, per diem, all applicable taxes, and all other items of expense required to provide:

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

Arizona Department of

Administration

State Procurement

Office

SECTION 2-A: Scope of Work

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5.1 Vehicle upfitting services in accordance with terms, conditions, and pricing specified in the Contract.

5.2 Supply parts, components and assemblies without upfitting services in accordance with discount off catalog pricing specified on Price Sheet and/or

5.3 Contractor provided “on-site” at DPS Fleet Facility, optional upfitting services in accordance with terms, conditions and pricing specified.

6.0 Specifications

Contractor shall furnish all labor, labor burdens, equipment, tools, materials, accessories, parts, components, transportation, services, permits, insurance, per diem, all applicable taxes, and all other items of expense required to provide:

6.1 Vehicle upfitting services in accordance with terms, conditions and pricing specified in the Contract;

6.2 Supply parts, components and assemblies without upfitting services in accordance with discount off catalog pricing specified on Price Sheet Attachment B; and/or

6.3 Contractor provided “on-site” at DPS Fleet Facility, optional upfitting services in accordance with terms, conditions and pricing specified.

7.0 General Specifications: Contractor Shall:

7.1 Have all services performed by qualified/experienced technicians and personnel;

7.2 Perform and complete all services in accordance with all applicable industry, best practice, OEM vehicle, OEM equipment, specifications and standards as well as any DPS supplied specifications and

DPS/Fleet authorized task orders;

7.3 At DPS/Fleet request, pick up and deliver DPS vehicles to DPS Fleet Facility at 2610 S. 16th Street, Phoenix, AZ 85034 (upon completion and buyoff by DPS);

7.4 Maintain, secure and store all DPS vehicles under its care and custody to prevent damage, vandalism and theft;

7.5 Upon completion of services, clean, wash exterior and make ready for DPS buy off (i.e. removal of excess grease/lubricants, finger/handprints, vacuum vehicle’s interior and trunk areas, etc.) of all vehicles;

7.6 Be open for business during normal business hours, Monday through Friday (excluding state holidays);

7.7 Complete all installations within mutually agreed upon written timeframes;

7.8 Upon request, provide quotes for the purchase of parts, components and assemblies without up-fitting services in accordance with terms, conditions and pricing specified in the Contract.

8.0 Technical Specifications: Contractor Shall:

8.1 Install all required antenna NMO mounts with rain caps for laptop computer systems; GPS and the radio systems with rain caps. Any and all equipment installed outside of the interior cabin shall be made weatherproof per OEM specifications. This includes pass through wiring from interior to exterior

(and/or contrariwise) of vehicle. Antennas, if specified, shall be shipped loose in vehicle(s).

Weatherproof, temporary covers shall be used if mount is not weatherproof without antenna.

8.2 On all fifty (50) amp or higher circuits, in addition to crimping the wire terminals, also solder all terminals to reduce intermittent shorts caused by, but may not be limited to, road vibration. Soldered connectors shall also be of the seamless variety and be shrink-wrapped for environmental protection;

8.3 Have all wiring run in protective wire looms and be secured through the use of wire clamps and/or plastic nylon tie wraps;

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

Arizona Department of

Administration

State Procurement

Office

SECTION 2-A: Scope of Work

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8.4 In the event that DPS/Fleet provides wiring diagram schematics for specific up-fitting requirements, Contractor shall wire all associated vehicles according the wiring diagram schematics. Any proposed revisions to DPS/Fleet wiring diagrams shall be requested in writing and preapproved in writing by

DPS/Fleet.

9.0 Task Order Scope of Work Requests (“TOSOWR”):

State Agencies may, at its sole option, issue an individual TOSOWR to a single Contractor or multiple

Contractors of its selection for TOSOWR’s anticipated to be under $10,000.00. TOSOWR’s anticipated to be over $10,000.00 shall be issued to multiple Contractors in accordance with the Scope of

Work/Specifications of this Contract. TOSWR’s shall be issued on an as needed when needed basis.

Individual TOSOWR’s shall specify the following:

9.1 Description of the type of services (i.e. scope of work) to be performed;

9.2 Vehicle type (vehicle No., year, make, model and VIN #);

9.3 Parts, components and assemblies required for upfitting;

9.4 Completion date for services; and

9.5 Any other requirements specific to the TOSOWR.

10.0 Task Order Offers:

Upon receipt of individual TOSOWR’s, Contractor(s) shall submit a task order offer on or before the date specified on TOSOWR. Offered pricing under a task order offer shall be all inclusive for completion of the task order. Task order offers shall also, at a minimum:

10.1 Provide a detailed plan and schedule to complete the TOSOWR;

10.2 Specify the contract hourly rate multiplied by the total number of hours required to complete the

TOSOWR;

10.3 Specify net pricing (inclusive of all applicable discounts) for all parts, components and assemblies supplied by the Contractor and specified in TOSOWR; and

10.4 All costs associated with responding to a TOSOWR shall be borne by the Contractor(s).

11.0 Task Order Offers; Review/Acceptance:

Upon receipt and review of individual task order offers, State Agencies may select the individual task order offer determined to be fair and reasonable and in the best interest of the State for the specified task (selections may include, but may not be limited to, lowest all-inclusive price offered, proposed schedules for completion of the specified task, offered resources and project start dates). Task Order Offers accepted shall be signed by both parties.

12.0 Task Order Revisions:

State Agencies may allow for revisions to individual task order offers in the event of unforeseen circumstances. Should the State determine that revisions to original task order offers are necessary, Contractor shall provide the following:

12.1 Written documentation detailing the additional tasks, schedules and basis (specific reasons) for the revisions;

12.2 All pricing (hourly rate times the fixed number of hours) required to perform the revised up-fitting services specified;

12.3 Net pricing (inclusive of all applicable discounts) for all parts, components and assemblies supplied by the Contractor/required to perform the revised up-fitting services specified; and

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

Arizona Department of

Administration

State Procurement

Office

SECTION 2-A: Scope of Work

Page 5 of 39 2

12.4 Revision documentation shall be mutually agreed upon and signed by both parties.

13.0 Approval, Inspection, Buy Off of Services: State Agencies shall have the final authority to:

13.1 Perform final inspection and buy off of services.

13.1.1 All rework that may be needed as a result of inspections shall be immediately corrected, with all costs borne by the Contractor.

14.0 Contractor Provided “On-Site” (DPS Fleet Facility) Optional Upfitting

Services:

On-site upfitting services are those services provided as needed when needed by the Contractor at DPS

Fleet Services, 2610 South 16th Street, Phoenix, AZ 85034. When needed, Contractor shall:

14.1 Provide qualified/experienced technicians and personnel to perform specified services at the hourly labor rate specified in price sheet of the Contract;

14.2 Perform and complete all services in accordance with all applicable industry, best practice, OEM vehicle, OEM equipment, specifications and standards as well as any DPS supplied specifications and task orders;

14.2.1 Upfitting services shall be those performed under Scope of Work/Specification paragraphs

7 through 8;

14.2.2 Contractor shall not be entitled to any costs, such as, but may not be limited to, times relating to travel to and from DPS/Fleet and/or any times when on-site Contractor (i.e. all on-site personnel) is not working under DPS/Fleet issued task orders.

14.2.3 All on-site Contractor personnel shall be subject to Criminal history records, fingerprint background clearance and drug screening in accordance with paragraph 17.0.

15.0 Purchase of parts, components and assemblies:

DPS shall have the ability to purchase parts, components and assemblies without upfitting service contained in contracted established catalogs at the contracted discounted rates on an as needed when needed basis.

Purchases shall be supported by a DPS issued direct release purchase order(s).

16.0 Delivery:

Unless stated otherwise in the contract generally or in the applicable Order particularly, Contractor shall make delivery within 60 business days after receiving each Order. Notification shall be communicated to the ordering agency when contractor is unable to meet delivery deadline.

17.0 Background Checks:

Personnel designated to work on site shall be subject to:

• A DPS and/or alternate law enforcement agency criminal history records clearance review;

• A DPS and/or alternate law enforcement agency fingerprint clearance review;

• A DPS initiated drug screen/testing and clearance review

All proposed on-site Contract personnel and/or subcontract personnel shall:

• Complete and submit a DPS confidential background/drug screening questionnaire/affidavit form;

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

Arizona Department of

Administration

State Procurement

Office

SECTION 2-A: Scope of Work

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• Produce picture identification, such as a current state-issued driver’s license to validate the individual’s identity (required at time of fingerprinting/drug screening);

• Be subject to being fingerprinted

• Be subject to drug screening Upon review of individual results, DPS shall issue either an “Eligible to Work” or “Not Eligible to Work” determination to the Contractor and Contract Coordinator for that individual. Examples of areas that may result in “not eligible to work” determinations are, but may not be limited to, certain:

• Felony convictions;

• Misdemeanor convictions (not including traffic or parking violations);

• Outstanding warrants (including traffic and parking violations);

• Current parole or probation statutes;

• Current law enforcement investigative statutes; and

• Driving history reports.

In accordance with state law, all information obtained by these services shall not be divulged to any individual, employer or unauthorized party. Contractor and Contract Coordinator shall only be advised of an individual’s

“Eligible to Work” or “Not Eligible to Work” status. Determinations shall be made on a case-by-case basis and shall be final. DPS Human Resource bureau will assist the Contractor with testing facility locations times. Although every effort will be made to minimize Contractor travel and processing times, no timeframes are expressed or implied.

DPS may also, at its sole discretion, request additional annual and/or periodic clearance reviews of onsite Contract personnel. All associated costs shall be borne by the Contractor.

18.0 Reporting Requirements

Monthly reports, or more often as requested by agency, shall be provided concerning the status of open purchase orders and causes for possible delivery delays.

SECTION 2-A SUPPLEMENTS:

(Offeror to insert as required and list here or type “None” on first line)

Title Document Date No. of pages Purpose in Offer

1. Enter or type “None”

2. Enter or delete row if not needed

3. Enter or delete row if not needed

End of Section 2-A

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

Arizona Department of

Administration

State Procurement

Office

SECTION 2-B: Pricing Document

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SECTION 2-B: Pricing Document

1.0 Compensation

1.1 COMPENSATION METHOD

Contractor will be compensated based on the final detailed written quote approved by the Customer. Pricing shall not exceed the labor rates indicated on the Pricing Document.

2.0 Pricing

2.1 CONTRACTOR’S BEST PRICING. Supplier warrants that, for the term of the Contract, the prices and discounts set out in Attachment 4 Price Sheet, including any subsequent agreed amendment to it (the “Contract Pricing”), will be equal to or better than the lowest prices and largest discounts, both separately and in combination, at which

Contractor sells equivalent services, items of equipment and materials.

2.1.1 That price-plus-discount equivalence (“Contractor’s Best Pricing”) is intended to be irrespective of whether or not those other sales have special purchase terms, conditions, rebates or allowances.

2.1.2 If Contractor’s Best Pricing for equivalent services, items of equipment and materials is better than the

Contract Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor’s Best

Pricing for all sales related to the Contractor made after the date when the Contractor’s Best Pricing was first better than the Contract Pricing.

2.1.3 For clarification of intent, that date is intended to be the date when the difference first occurred, which might have been before the difference was first identified. If it was before, then Supplier agrees to charge at less than the Contract Pricing until the extended difference that would have been realized

(i.e., if the Contractor’s Best Pricing had been applied when it should have been) has been settled.

2.2 PRICING-ALL-INCLUSIVE:

2.2.1 Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the Scope of Work and all aspects of Contractor’s offer as accepted by State. Details of service not explicitly stated in the

Scope of Work or in Contractor’s Offer, but necessarily a part of, are deemed to be understood by

Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs and profit and any other costs toward the accomplishment of the requirements in the Contract are included in the pricing provided.

2.3 PRICE INCREASES:

2.3.1 The State may review a fully documented request for a price increase. The requested increase shall be in writing and be based upon a cost increase to the contractor that was clearly unpredictable at the time of the offer and is directly correlated to the price of the product concerned. Contractor must provide conclusive evidence of a need for any price increases such as being substantiated by the

Producer Price Index, Consumer Price Index, or similar pricing guide.

(a) Initial Contract prices will be honored for one year after award of Contract.

(b) All written requests for price adjustments made by the contractor shall be initiated thirty (30) days in advance of any desired price increase to allow State sufficient time to make a fair and equitable determination to any such requests. This may be waived upon proper documentation demonstrating the urgency of the request.

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

Arizona Department of

Administration

State Procurement

Office

SECTION 2-B: Pricing Document

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

2.4 PRICE REDUCTIONS:

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

2.5 ADDITIONAL CHARGES:

2.5.1 Any charges or fees not delineated in the Contract may not be added, billed, or invoiced under the

Contract.

2.6 TRAVEL:

2.6.1 Contractor shall get written approval prior to any travel under the Contract in which reimbursement of expenses will be requested. Contractor will be reimbursed for actual expenses incurred in accordance with the current rates specified in State’s Travel Policy. Contractor shall itemize all per diem and lodging charges. State Travel Policy, including State rates, may be located at https://gao.az.gov/travel .

The Eligible Entity / Customer shall reject any claim for travel reimbursement without prior written approval.

3.0 Funding

No particular funding considerations apart from paragraph 4.4 [Availability of Funds for the Next State fiscal year] and

4.5 [Availability of Funds for the current State fiscal year] of the Uniform Terms and Conditions have been identified as of the Solicitation date.

4.0 Invoicing

4.1 INVOICES GO TO BUYING ENTITY. Contractor shall submit all billing notices or invoices to the ordering Eligible

Entity/Customer (e.g. Eligible Agency or Co-Op Buyer) at the address indicated on the applicable Order document or by utilizing the Buying Entity’s purchasing tool/process.

4.2 MINIMUM INVOICE REQUIREMENTS. Every invoice must include the following information:

Item Required

Bill-to name and address

Contractor name and contact information

Remit-to address

State contract number

Order number (typically the State’s e-Procurement System PO #)

Invoice number and date

Date the items shipped or services performed https://gao.az.gov/travel

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

Arizona Department of

Administration

State Procurement

Office

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Applicable payment terms

Contract line item number

Contract line item description

Quantity delivered or performed

Line item unit of measure

Item price

Extended pricing

Discount off list or catalog

Taxes (as a separate invoice line item)

Upcharge shipping/freight, etc. (as a separate invoice line item) Materials only

Total invoice amount due

4.3 NO INVOICE WITHOUT AUTHORIZATION. Contractor shall not seek payment for any:

1. Materials or Services that have not been authorized on an acknowledged Order;

2. Expediting, overtime, premiums, or upcharges absent State’s express prior approval; or

3. Materials or Services that are the subject of a Contract Amendment that has not been fully signed.

4.4 PRE-INVOICE REVIEW. Shortly before Contractor is scheduled to submit each invoice, the parties’ representatives shall meet informally to review any issues relevant to that upcoming invoice so that the formal invoice process is thereby facilitated and made more efficient.

4.5 SUBMITTING INVOICES. Contractor shall submit an invoice to the ordering Eligible Agency or Co-Op Buyer using the form and/or process provided or required by the ordering Eligible Entity/Customer (Eligible Agency or Co-

Op Buyer). Every invoice must be signed by Contractor’s authorized representative and accompanied by all supporting information and documentation required by the Contract and applicable laws.

4.6 DEFECTIVE INVOICES. Without prejudice to its other rights under the Contract or further obligation to

Contractor, the ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer) may, at its discretion, reject any materially defective invoice.

4.6.1 The ordering Authorize Entity/Customer (Eligible Agency or Co-Op Buyer) shall notify Contractor within

5 (five) business days after receipt if it determines an invoice to be materially defective.

4.6.2 Invoices will be deemed automatically rejected upon delivery if they:

(a) are sent to an incorrect address;

(b) do not reference the correct State contract number; or

(c) are payable to any Person other than the Contractor.

4.6.3 The ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer) will have no obligation to pay against a defective invoice unless and until Contractor has re-submitted it free of defects.

5.0 Payments

5.1 PAYMENT. The applicable Eligible Agency Buyer shall pay undisputed amounts due to Contractor within the time period specified in Section 4.0 Costs and Payments of the Uniform Terms and Conditions

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

Arizona Department of

Administration

State Procurement

Office

SECTION 2-B: Pricing Document

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5.2 JOINT CHECKS OR DIRECT PAY. applicable Eligible Agency or Co-Op Buyer may, but is under no obligation to, pay by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s requested payment is owed.

5.3 RECOVERY OF OVER-PAYMENT. If applicable Eligible Agency Buyer determines that an over-payment has been made to Contractor on any prior invoice, it shall inform Contractor of the amount and date of the over-payment and may deduct the over-paid amount from amounts then or thereafter due to Contractor.

5.4 PAYMENTS TO SUBCONTRACTORS. Contractor shall make payment of all undisputed amounts due to

Subcontractors within thirty (30) days of receipt of funds from applicable Eligible Agency Buyer applicable to their services.

5.5 PURCHASING CARD. Applicable Eligible Agency Buyer may pay invoices for some or all Orders using a purchasing card. Any and all fees related to payment using a Purchasing Card are the responsibility of Contractor. Unless otherwise stated in the Contract there will be no additional fees or increase in prices associated with this method of payment.

5.6 AUTOMATED CLEARING HOUSE. Applicable Eligible Agency Buyer may pay invoices for some or all Orders through an Automated Clearing House (ACH). In order to receive payments in this manner from Eligible

Agencies, Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days after the effective date of the Contract. The form is available online at:

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

6.0 Exhibits to the Pricing Document

See Attachment 4 Price Sheet

End of Section 2-B https://gao.az.gov/afis/vendor-information

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

Arizona Department of

Administration

State Procurement

Office

Template version 5.0 (4-NOV-2019)

SECTION 2-C: Special Terms and Conditions

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SECTION 2-C: Special Terms and Conditions

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

1.0 Definition of Terms

As used in the Contract, the terms listed below are defined as follows:

1.1 Acceptance “Acceptance” means the document headed “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 If State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.

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

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

1.3 Arizona Procurement

Code;

A.R.S.; A.A.C.

“Arizona Procurement Code, “A.R.S.,” and “A.A.C.” are each defined in the Instructions to Offerors.

1.4 Arizona TPT “Arizona TPT” means Arizona Transaction Privilege Tax. For information, refer to the Arizona Department of Revenue (DOR) website at:

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

1.5 Attachment “Attachment” means any item that:

1. the Solicitation required Offeror to submit as part of the relevant Offer (e.g., Initial Offer, Revised Offer, or BAFO);

2. was attached to an Offer when submitted; and

3. was included in the Accepted Offer.

1.6 Pricing

Document

“Pricing Document” means Section 2-B of Part 2 of the Solicitation Documents, provided that, if there is no such Section in the Contract, then “Pricing Document” is to be construed as referring to whatever item in the Contract contains the contracted pricing and payment provisions.

1.7 Contract

Amendment

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

1.8 Contract Terms

and Conditions

“Contract Terms and Conditions” means the Special Terms and Conditions and these Uniform Terms and Conditions taken collectively.

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

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

1.11 Eligible Agency If the Special Terms and Conditions indicates that the Contract is a “single-agency” contract, then “Eligible Agency” means the particular State of Arizona agency, university, commission, or board identified therein. If the Special Terms and Conditions indicates that the Contract is a https://www.azdor.gov/business/transactionprivilegetax.aspx

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

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“statewide” contract, then “Eligible Agency” means any State of Arizona department, agency, university, commission, or board.

1.12 Indemnified Basic

Claims

“Indemnified Basic Claims” means any and all claims, actions, liabilities, damages, losses, or expenses, including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation, for bodily injury or personal injury, including death, or loss or damage to any real or tangible or intangible personal property, collectively. See paragraph 6.3.

1.13 Instructions

to Offerors

“Instructions to Offerors” is Section 3-a of Part 3 of the Solicitation Documents.

1.14 Order “Order” means the instrument by which State authorizes Contractor to perform some or all of the Work. Whether the Contract will have one Order or many Orders depends the scope of the Contract and how State will use it. The Special Terms and Conditions provide that information.

Any of the following is to be construed as being an “Order”:

1. “Release” or “Release Purchase Order” in The State’s e-Procurement System;

2. “task order”, “service order,” or “job order” when a Release Purchase Order for Services has already been committed in The State’s e-Procurement System; or

3. “purchase order” for buying by Co-Op Buyers, if co-op buying applies.

1.15 The State’s e-

Procurement System

“The State’s e-Procurement System” means State’s official electronic procurement system, established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of Administration State Procurement Office policy document Technical Bulletin No. 020, The State’s e-Procurement System – The Official State eProcurement System.

NOTE (1): Technical Bulletin No. 020 is available online at:

https://spo.az.gov/administration-policy/state-procurement-resource/procurement-regulations

1.16 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 of Eligible Agency or Co-Op Buyer who has issued the Order.

1.17 State Indemnitees “State Indemnitees” means, collectively, the State of Arizona, its departments, agencies, universities, commissions, and boards and, and their respective officers, agents, and employees.

1.18 Subcontractor “Subcontractor” has the meaning given in A.R.S. § 41-2503(38), which, for convenience of reference only, is “… a person who contracts to perform work or render service to … [C]ontractor or to another [S]ubcontractor as a part of a contract with a state governmental unit . . .”The Contract is to be construed as “a contract with a state governmental unit” for purposes of the definition. For clarity of intent, a Person carrying out any element of the Work is a Subcontractor from the moment they first carry out that element of the Work regardless of whether or not a Subcontract exists then or subsequently.

1.19 Work “Work” means 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.

2.0 Contract Interpretation

2.1 Usage Where the Contract:

1. assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a reference to “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 Subcontractors’ respective agents, representatives, and employees” in every instance unless the context plainly requires that it is be a reference only to Contractor as apart from Subcontractors;

https://spo.az.gov/administration-policy/state-procurement-resource/procurement-regulations

Description: Law Enforcement Vehicle Upfitting Services and Parts Purchase

Arizona Department of

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State Procurement

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2. uses the permissive “may” with respect to a party’s actions, determinations, etc., the term is to be interpreted as in A.A.C. R2-7-101(31) [Definitions]. For clarity of intent, any right given to State using “State may” or a like construction denotes discretion and freedom to act so far as any regulatory or operative constraints permit in the relevant circumstances, provided that: (a) where written “may, at its discretion,” the discretion extends to whatever is most advantageous to State; and (b) where written only as “may,” the discretion is constrained by what is fair, reasonable, and as accommodating of the respective best interests of both parties as practicable under the circumstances;

3. uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to be interpreted as in A.A.C. R2-7-101(43) [Definitions]. Conversely, the phrase “shall not” is to be interpreted as an imperative prohibition.

4. uses the term “must” with respect to a requirement, criterion, etc., the term is to be interpreted as conveying compulsion or strict necessity, and is to be read as though written “must, if [the subject] is to be entitled to have [the object] considered or credited as being compliant with, conforming to, or satisfying [the requirement, criterion, constraint, etc.], otherwise, [the object] will be considered or debited as being non-compliant, non-conforming, or unsatisfactory for its Contract-related purposes” in every instance;

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

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

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.

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.

(a) Contract Amendments;

(b) the final Solicitation Documents, in the order:

(1) Special Terms and Conditions;

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

(4) Scope of Work;

(5) Exhibits to the Scope of Work;

(6) Pricing Document;

(7) Exhibits to the Pricing Document;

(8) Specifications; and

(9) any other documents referenced or included in the Solicitation;

(c) Orders, in reverse chronological order; and

(d) Accepted Offer.

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

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2.3 Independent

Contractor

Contractor is an independent contractor and shall act in an independent capacity in performance under the Contract. Neither party is or is to be construed as being to be the employee or agent of the other party, and no action, inaction, event, or circumstance will be grounds for deeming it to be so.

2.4 Complete

Integration

The Contract, including any documents incorporated into the Contract by reference, is intended by the parties as a final and complete expression of their agreement. There are no prior, contemporaneous, or additional agreements, either oral or in writing, pertaining to the Contract.

3.0 Contract Administration and Operation

3.1 Term of Contract The term of the Contract will commence on the date indicated on the Acceptance and continue for twelve (12) months unless cancelled, terminated, or permissibly extended.

3.2 Contract

Extensions

State may at its discretion extend the initial Contract term in increments of one or more months and do so one or more times, provided that, the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of five (5) years.

3.3 Notices and

Correspondence

3.3.1 TO CONTRACTOR. State shall:

(a) 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 The State’s e-Procurement System Vendor Profile; and

(b) 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 :

(a) address all Contract correspondence other than format notices to the email address indicated in “Contact Instructions” in the The State’s e-Procurement System Summary for State; and

(b) address any required notices to State to Procurement Officer identified as “Purchaser” in the State’s e-Procurement System Summary at the following mailing address:

Arizona Department of Administration

State Procurement Office

100 N 15th Ave., Suite 402

Phoenix, AZ 85007

3.3.3 CHANGES. State may change the designated Procurement Officer, update contact information, or change the applicable mailing address by Contract Amendment.

3.4 Signing of Contract

Amendments

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

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

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

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

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

3.5 Click-Through Terms

and Conditions

If either party uses a web based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any software based ordering system with respect to the Contract (each an “Electronic Ordering System”), the parties acknowledge and agree that an Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract. Accordingly, where an authorized State user is required to “click through” or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering Systems, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any Materials or Services, those terms and conditions will also be void.

3.6 Books and

Records

3.6.1 RETAIN RECORDS. By A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating for any cost and pricing data submitted in satisfaction of § 41-2543 for the period specified in the statute.

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

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

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

3.8 Inspection

and Testing

By A.R.S. § 41-2547, State may at reasonable times inspect the part of Contractor’s or Subcontractors’ plant or places of business related to performance under the Contract.

Accordingly, Contractor agrees to permit (for itself) and ensure (for Subcontractors) access for inspection at any reasonable time to its facilities, processes, and services. State may inspect or test, at its own cost, any finished goods, work-in-progress, components, or unfinished materials that are be supplied under the Contract or that will be incorporated into something to be supplied under the Contract. If the inspection or testing shows non-conformance or defects, then Contractor will owe State reimbursement or payment of all costs it incurred in carrying out or contracting for the inspection and testing, as well as for any re-inspection or re-testing that might be necessary. Neither inspection of facilities nor testing of goods, work, components, or unfinished materials will of itself constitute acceptance by State of those things.

3.9 Ownership of

Intellectual Property

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

(a) “Government Purpose Rights” are:

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

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

iii. the right to authorize those to whom it rightfully releases or discloses that work product to use, modify, release, create derivative works from the work product for any State government purpose; such recipients being understood to include the federal government, the governments of other states, and various local governments.

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

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

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

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

(b) any elements of derivative work of such pre-existing material that was not created pursuant to the Contract are not part of that work product; and

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

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

3.10 Subcontracts 3.10.1 INITIAL LIST. At the time of Contract execution, Contractor’s candidate Subcontractors were identified in Attachment 3-C 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.

3.10.2 ADDITIONAL NAMES. Contractor shall not enter into a Subcontract without first obtaining Procurement Officer’s written consent with any prospective Subcontractor that (a) was not listed on Attachment 3-C at time of Contract execution or (b) is for any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it.

3.10.3 FLOW-DOWN. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as appropriate. When making any post-execution consent requests, Contractor shall include its warrant that it

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3.11 Offshore

Performance of Certain Work Prohibited

Contractor shall only perform those portions of the Services that directly serve State or its clients and involve access to secure or sensitive data or personal client data within the defined territories of the United States. Unless specifically stated otherwise in the Scope of Work, this paragraph does not apply to indirect or overhead services, redundant back-up services, or services that are incidental to performance under the Contract. This provision applies to work performed by Subcontractors at all tiers.

3.12 Orders 3.12.1 ORDER SUFFICIENCY. The Contract was awarded in accordance with the Arizona Procurement Code; the transactions and procedures required by the code for competitive source selection have been met.