AZ State Contract for Allied Universal Security Services
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Request for Proposal
Solicitation No.
ADSPO18-00008084
Description:
Statewide Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 3 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 3-B: Offer Forms
Page 15 of 97 3
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Attachment 1
Offer and Acceptance Form
SUBMISSION OF OFFER: Undersigned hereby offers and agrees to provide Armed / Unarmed Security Services in compliance with the
Solicitation indicated above and our Offer indicated by the latest dated version below:
Initial
Offer:
1.
6/20/2018
SJ
date
initial
Revised
Offers:
2.
x
3.
x
4.
x
date #1
initial
date #1
initial
date #1
initial
5.
x
6.
x
7.
x
date #4
initial
date #5
initial
date #6
initial
Best and
Final Offer:
8.
7/2/18
date
initial
Allied Universal Security Services
AC
Offeror company name
Signature of person authorized to sign Offer
Initials
3030 N. Central Avenue, Suite 407
Andrew M. Coleman Vice President
Address
Printed name and title
Phoenix, AZ 85012
Andy Coleman – Vice President – Business Development,
Southwest
City | State | ZIP
Contact name and title
33-0973846
Andy.coleman@aus.com
714-619-9773
Federal tax identifier (EIN or SSN)
Contact Email Address
Contact phone number
CERTIFICATION: By signature in the above, Offeror certifies that it:
1. will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State
Executive Order 2009-9 or A.R.S. §§ 41−1461 through 1465;
2. has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity,
special discount, trip, favor, or service to a public servant in connection with the submitted offer. Failure to provide a valid signature
affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Offer with a false statement will void the
Offer, any resulting contract, and may be subject to legal penalties under law;
3. complies with A.R.S. § 41-3532 when offering electronics or information technology products, services, or maintenance; and
4. is not debarred from, or otherwise prohibited from participating in any contract awarded by federal, state, or local government.
ACCEPTANCE OF OFFER: State hereby accepts the initial Offer, Revised Offer, or Best and Final Offer identified by number __ at the top
of this form, and which was dated _____________ (the Accepted Offer). Offeror is now bound (as Contractor) to carry out the Work under
the attached Contract, of which the Accepted Offer forms a part. Contractor is cautioned not to commence any billable work or to provide any
material or perform any service under the Contract until Contractor receives the applicable Order or written notice to proceed from
Procurement Officer.
State’s Contract No. is: ________________The effective date of the Contract is:_____________Contract awarded______________
AC
7/2/18
8
ADSPO18-207131
7/12/18
7/9/18
Request for Proposal
Solicitation No.
ADSPO18-00008084
Description:
Statewide Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 3 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 3-B: Offer Forms
Page 16 of 97 3
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Sherry Meacom
Procurement Officer signature
Procurement Officer printed name
Attachment 2-A
Experience and Capacity Questionnaire
STATE MAY DETERMINE YOUR PROPOSAL IS NON-RESPONSIVE IF YOU DO NOT ANSWER ALL QUESTIONS FULLY.
THE OFFEROR MUST RESPOND TO EACH ITEM IN THE FOLLOWING SECTIONS. By submitting an offer, the
Offeror makes a firm commitment to provide services as required and proposed. The material contained in your
proposal should be relevant to the service requirements stated in the Solicitation and submitted in a sequence that
reflects the Scope of Work and information relevant to the designated evaluation criteria as stated in the Special
Instructions. Failure to include the requested information may have a negative impact on the evaluation of the Offeror's
proposal.
The Offeror's response for each item shall be specific, relevant and well organized, demonstrating the Offeror's ability
to satisfy the Scope of Work. Narrative should be straightforward and limited to facts, solutions to problems, and plans
of proposed action. The Offeror should use technical language only when describing a technical process. To the extent
practicable, the Offeror shall refrain from including confidential information in its response, and shall follow the
instructions provided on Attachment 5-A (Confidential Information Designation) should the response to the
Solicitation include confidential information.
EXPERIENCE AND CAPACITY QUESTIONS:
Question 1: Integrity of Company Structure – Disclosure
Provide a statement providing full disclosure of any public sector contracts terminated for
convenience or cause in the past five (5) years.
Offeror Response:
From time to time Allied Universal has received communications from parties with whom it has a contract,
alleging that the Company has not performed a contract obligation under the terms of the contract.
Frequently these issues result from good faith differences in contract interpretation or factual
misunderstandings, which are always addressed in a prompt and constructive manner. Some client
contracts contain the right to terminate for convenience, and accordingly, some clients from time-to-time
terminate their service agreements on that basis.
Question 2: Integrity of Company Structure – Disclosure
Explain any involvement in any lawsuit the Offeror has had in the last three (3) years. Specifically
identify any lawsuits that are currently in litigation or pending litigation and/or any class action lawsuits.
Offeror shall disclose any court, administrative judgements, and/or orders issued against the company
within the last three (3) years prior to submission to this Proposal.
Offeror Response:
Like any security service provider, Allied Universal is subject to lawsuits in the ordinary course of its
business, some of which involves claims resulting from the conduct of its security operations. The
Company maintains general liability and other insurance coverage that it believes adequately insures
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
SECTION 2-C: Special Terms and Conditions
Date: May 10, 2018
Page 21 of 51 2
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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.
MODIFIED or ADDED Provision
APPEND the following to the referenced paragraph:
1.11
Contract Terms and Conditions
Those Uniform Terms and Conditions Appendices for particular work categories that are marked with “” below
are part of the Contract Terms and Conditions, and the ones marked “” are not, regardless of whether or not a
document by that name happens to be bound in with the Solicitation or Contract documents. The version date of
the appendix as included in the Contract Terms and Conditions is indicated below.
Appendix Title
Appendix 1: Building Work – Maintenance and Operations
Appendix 2: Building Work – Design and Construction
MODIFIED or ADDED Provision
APPEND the following to the referenced paragraph:
3.14
Orders
3.14-S1
USE OF THE CONTRACT. The Contract is to be used as follows (indicated by the “” mark):
The Contract is a “single-agency/single-use” contract for the exclusive use of for a single purchase,
project, or assignment (referred to internally as “”).
The Contract is a “statewide” contract for multiple purchases, projects, or assignments, and can be
purchased against by some or all Eligible Agencies that elect to participate. Even if only one Eligible
Agency needs or elects to purchase against the Contract, it is to be construed as being a “statewide”
contract hereunder.
The Contract is an indefinite delivery, indefinite quantity (ID/IQ) type of contract; it is to be
construed as a “delivery order” sub-type of ID/IQ contract to the extent the Work is Materials, and a
“task order” sub-type to the extent the Work is Services (Subpart 16.5 of the Federal Acquisition
Regulation provides reference explanations).
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
SECTION 2-C: Special Terms and Conditions
Date: May 10, 2018
Page 22 of 51 2
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MODIFIED or ADDED Provision
APPEND the following to the referenced paragraph:
3.14
Orders, continued
3.14-S2
ORDERING METHODS. Unless a particular ordering method is specified in the Commercial Document, Contractor
shall receive Orders by the methods indicated by an “” mark below.
3.14-S2(a) The choice of method in each instance will be at the discretion of each Eligible Agency if more than
one method applies to the Contract.
3.14-S2(b) Contractor shall bear the responsibility for and costs of set-up, maintenance, and support for the
indicated methods; The Eligible Agency will not be liable for any separate set-up, service or system maintenance
charges on top of the contractual item prices unless expressly stated otherwise in the Commercial Document.
Online through ProcureAZ by “releasing” established Contract “Items.”
Online through the following Contractor-provided and Contractor-maintained secure ecommerce
website or other online end-user order handling system, which must be configured to prevent ordering
of off-contract or excluded items:
enter URL or platform brand name
Online through the following third party or Subcontractor provided and maintained secure ecommerce
website or other online end-user order handling system, which must be configured to prevent ordering
of off-contract or excluded items:
enter URL or platform brand name
By a Contractor-provided, staffed toll-free telephone number available during normal business hours
(M-F 8 am – 5 pm MST, except state holidays)
enter number(s)
By a Contractor-provided dedicated or monitored secure email address for ordering:
enter address.
By bank-issued purchasing card or business credit card (“P-Card”) at either a physical point-of-sale or by
telephone, fax, or online. Contractor shall pay any fees or commissions charge by the P-Card carrier,
and shall not charge any additional amounts for Orders made by P-Card.
By hard copy purchase orders by select.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
SECTION 2-C: Special Terms and Conditions
Date: May 10, 2018
Page 23 of 51 2
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MODIFIED or ADDED Provision
APPEND the following to the referenced paragraph:
3.14
Orders, continued
3.14-S3
EXCLUSIVITY. Exclusivity of scope or location applies as indicated by the “” mark below:
The Contract has been awarded with the understanding and agreement that it is for the sole
convenience of State, and State reserves the right to obtain like materials or services from another
source when necessary without penalty or obligation.
The Contract has been awarded with the understanding and agreement that it is exclusive to
Contractor for the combination of products and delivery/service locations the Contract covers, subject
to the Exclusivity Agreement that is Exhibit 3 to these Special Terms and Conditions.
MODIFIED or ADDED Provision
APPEND the following to the referenced paragraph:
6.2
Insurance
6.2-S1
Contractor shall provide the insurance specified in Exhibit 1 to these Special Terms and Conditions.
6.2-S2
Subcontractors shall provide insurance equivalent to what is required from Contractor at
100% (one hundred percent) of Contractor’s required minimums for all coverages other than Damage to
Rented Premises, which is unchanged if that coverage applies to the Contract.
EXHIBITS to the Special Terms and Conditions
Exhibits 1, 2, and 3 apply as described above. The other Exhibits (if any are listed) apply to those
portions of the Work the Exhibit covers. For example, an Exhibit providing supplemental provisions for
federal work applies to any portions of the Work that are federally-funded, and an Exhibit providing
supplemental provisions for privacy protection applies to any portions of the Work that involve handling
of protected or private information.
Exhibit 1 ...... Contractor Insurance Requirements
Bound separately, 7 pages, dated 05/10/2018
Exhibit 2 ...... Contractor Warranties and Performance Guarantees
Bound separately, _______ pages, dated _____________
NOTE: The completed Attachment 3-D [Performance Guarantee] from Accepted Offer will become Exhibit 2 to the
Special Terms and Conditions – accordingly, there is no “Exhibit 2” document included as part of the Solicitation.
Exhibit 3 ...... Not used – number reserved
Exhibit 4 ...... Privacy Requirements to Special Terms and Conditions
Exhibit 5 ...... Supplemental Provisions for Services Disentanglement
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
SECTION 2-C: Special Terms and Conditions
Date: May 10, 2018
Page 24 of 51 2
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Bound separately, 3 pages, dated 05/10/2018
Exhibit 6 ...... Not used – number reserved
End of Section 2-C
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 25 of 51 2
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SECTION 2-D:
Uniform Terms and Conditions
Version: 11.3 (7/21/2016)
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
Building Work
“Building Work” means everything covered by the definitions in A.R.S. § 41-2503
[Definitions] of the terms “construction” (para. 4), "maintenance services" (para. 26),
and "operations services" (para. 28).
1.7
Commercial
Document
“Commercial Document” means Section 2-B of Part 2 of the Solicitation Documents,
provided that, if there is no such Section in the Contract, then “Commercial Document” is to be
construed as referring to whatever item in the Contract contains the contracted pricing and
payment provisions.
1.8
Contract
“Contract” means, collectively, the Acceptance, the Solicitation Documents, the
Accepted Offer, all acknowledged Orders, and any Contract Amendments. See paragraph 1.22.
The Contract is identified as a “Purchase Order” in ProcureAZ, since that is the terminology used
in the software; use of that term in ProcureAZ is not to be confused with the contractual term
“Order” defined in paragraph 1.21.
1.9
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. The term
“Change Order” in ProcureAZ is to be construed as being synonymous with “Contract
Amendment”.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 26 of 51 2
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1.10
Contract Terms
and Conditions
“Contract Terms and Conditions” means the Special Terms and Conditions and these
Uniform Terms and Conditions taken collectively.
1.11
Contractor
“Contractor” means the Person identified on the Accepted Offer who has entered into
the Contract with State.
1.12
Contractor Indemnitor
“Contractor Indemnitor” means Contractor or any of its owners, officers, directors,
agents, employees, or Subcontractors.
1.13
Co-Op Buyer
“Co-Op Buyer” means 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 “eligible
procurement unit” under A.A.C. R2-7-101(23).
NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political
subdivisions, including cities, counties, school districts, and special districts. Membership is also
available to non-profit organizations, other state governments, the federal government and
tribal nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any
nonprofit corporation as designated by the IRS under section 501(c)(3) through 501(c)(6) of the
tax code.
NOTE: Co-Op Buying is not allowed under this Contract.
1.14
Day
“Day” means a calendar day unless otherwise specified in a particular context.
1.15
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 “statewide” contract, then “Eligible Agency” means any State of Arizona
department, agency, university, commission, or board.
1.16
Gratuity
“Gratuity” means a payment, loan, subscription, advance, deposit of money, services,
or anything of more than nominal value, present or promised, unless consideration of
substantially equal or greater value is received.
1.17
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.
1.18
Instructions
to Offerors
“Instructions to Offerors” is Section 1-B of Part 1 of the Solicitation Documents.
1.19
Materials
“Materials” has the meaning given in A.R.S. § 41-2503(7) to the extent those things are
included in the Work, which, for convenience of reference only, is “… all property, including
equipment, supplies, printing, insurance, and leases of property [but] does not include land, a
permanent interest in land or real property or leasing space.” Materials includes software,
except that If software is sold or provided as a service, then to the extent it consists of encoded
information or computer instructions it is included in “Materials” and to the extent it is a service
it is in “Services”.
1.20
Offer; Initial Offer;
Revised Offer;
Best and Final
Offer (BAFO)
“Offer,” “Initial Offer,” “Revised Offer,” and “Best and Final Offer” (“BAFO”) are each
defined in the Instructions to Offerors.
1.21
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”:
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 27 of 51 2
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1.
“Release” or “Release Purchase Order” in ProcureAZ;
2.
“task order”, “service order,” or “job order” when a Release Purchase Order for
Services has already been committed in ProcureAZ; or
3.
“purchase order” for buying by Co-Op Buyers, if co-op buying applies.
1.22
Part, Section; Exhibit
“Part,” “Section,” and “Exhibit” are each defined in the Instructions to Offerors.
1.23
Person
“Person” means any corporation, business, individual, union, committee, club, or other
organization or group of individuals.
1.24
Procurement
Officer
“Procurement Officer” means the person, or his or her designee, who has been duly
authorized by State to enter into and administer the Contract and to make written
determinations with respect to the Contract. Procurement Officer is as identified on the
Acceptance unless subsequently changed by Contract Amendment.
1.25
ProcureAZ
“ProcureAZ” 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, ProcureAZ – 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
NOTE (2): The URL for ProcureAZ itself is:
https://procure.az.gov/
1.26
Scope of Work
“Scope of Work” means Section 2-A of Part 2 of the Solicitation Documents.
1.27
Services
“Services” has the meaning given in A.R.S. § 41-2503(35), which, for convenience of
reference only, is “… the furnishing of labor, time, or effort by [the] [C]ontractor or
[S}ubcontractor which does not involve the delivery of a specific end product other than
required reports and performance [but] does not include employment agreements or collective
bargaining agreements.” Services includes Building Work and the service aspects of software
described in paragraph 1.19.
1.28
Solicitation;
Solicitation
Documents
“Solicitation” and “Solicitation Documents” are defined in the Instructions to Offerors.
1.29
Special Terms
and Conditions
“Special Terms and Conditions” are Section 3-A of Part 3 of the Solicitation Documents.
1.30
Specification
“Specification” has the meaning given in A.R.S. § 41-2561, which, for convenience of
reference only, is “… any description of the physical or functional characteristics, or of the
nature of a material, service or construction item. Specification may include a description of any
requirement for inspecting, testing or preparing a material, service or construction item for
delivery.” Specifications (if any are included in the Contract), are indexed in the Scope of Work
and could be bound separately from the other documents forming the Contract.
1.31
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 who has issued the Order.
1.32
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.
1.33
State Fiscal Year
“State Fiscal Year” means the period beginning each July 1 and ending each June 30.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 28 of 51 2
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1.34
Subcontract
“Subcontract” means any contract, express or implied, between Contractor and
another party or between a Subcontractor and another party delegating or assigning, in whole
or in part, the making or furnishing of any Materials, the performing of any Services, or the
carrying out of any other aspect of the Work.
1.35
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.
1.36
Uniform Terms
and Conditions
The “Uniform Terms and Conditions” are made up of this document and whichever of
the Appendices are indicated in the Special Terms and Conditions as being applicable.
1.37
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
Arizona Law
The Contract is governed by and is to be interpreted in accordance with the laws of the
State of Arizona, including the Arizona Procurement Code, without consideration of conflict of
laws principles.
2.2
Implied Terms
Each provision of law and any terms required by law to be in the Contract are a part of
the Contract as if fully stated in it.
2.3
Usage
Where the Contract:
4.
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;
5.
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;
6.
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.
7.
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
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 29 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
debited as being non-compliant, non-conforming, or unsatisfactory for its Contract-
related purposes” in every instance;
8.
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
9.
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.
2.4
Contract Order
of Precedence
2.4.1
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.
2.4.2
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.
(a)
Contract Amendments;
(b)
the 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) Commercial Document;
(7) Exhibits to the Commercial Document;
(8) Specifications; and
(9) any other documents referenced or included in the Solicitation;
(c)
Orders, in reverse chronological order; and
(d)
Accepted Offer.
2.4.3
ATTACHMENTS AND EXHIBITS. For clarity of intent, if an item was an
Attachment in the Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or
Accepted) and was subsequently made into an Exhibit, or its content was incorporated into one
of the other Contract documents, then that Attachment no longer exists contractually as an
“Attachment” since it has at that point been made into some other Contract document. In every
other case, an Attachment and the Offeror data therein remain part of the Accepted Offer for
purposes of precedence and contractual effect.
2.5
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.
2.6
Severability
Any term or condition deemed or adjudged illegal or invalid is thereby stricken from
the Contract and will not affect any other term or condition of the Contract.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 30 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
2.7
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.
2.8
No Waiver
of Rights
Either party’s failure to insist on strict performance of any term or condition of the
Contract is not and is not to be construed as being, nor will it be deemed to be, a waiver of that
term or condition or a bar to, or diminishment of the right of, subsequent enforcement of any
term or condition.
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 the period specified in the Special Terms and Conditions unless canceled,
terminated, or permissibly extended. If the Special Terms and Conditions do not specify a
period, then the initial term is 1 (one) year. State has no obligation to extend or renew the
Contract past the initial term.
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 period specified in the Special Terms and
Conditions. If the Special Terms and Conditions do not specify a period, then the maximum
aggregate term is 5 (five) years.
3.3
Notices and
Correspondence
3.3.1
TO CONTRACTOR. Unless stated otherwise in the Special Terms and
Conditions, 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 ProcureAZ 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. Unless stated otherwise in the Special Terms and
Conditions, Contractor shall :
(a)
address all Contract correspondence other than format notices to the email
address indicated in “Contact Instructions” in the ProcureAZ Summary for State; and
(b) address any required notices to State to Procurement Officer identified as
“Purchaser” in the ProcureAZ Summary at the following mailing address:
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 201
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 ProcureAZ, in the case of a Change
Order – is not required to give effect if the Contract Amendment only covers either:
10.
extension of the term of the Contract within the maximum aggregate term;
11.
revision to Procurement Officer appointment or contact information; or
12.
modifications of a clerical nature that have no effect on terms, conditions, price,
scope, or other material aspect of the Contract.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 31 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
In every case other than those listed in (1), (2), and (3) above, both parties’ signature –
or “approval” in ProcureAZ, in the case of a Change Order – are required to give it effect.
3.5
Click-Through Terms
and Conditions
Unless expressly stated otherwise in the Special 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,
unless expressly stated otherwise in the Special Terms and Conditions, 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. Unless otherwise provided for in the
Special Terms and Conditions, 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.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 32 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
(a)
“Government Purpose Rights” are:
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:
(c)
any derivative works of such pre-existing material or elements thereof that
are created pursuant to the Contract are part of that work product;
(d)
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
(e)
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 Special Terms and Conditions, 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.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 33 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
3.10.3
FLOW-DOWN. Contractor shall incorporate the provisions, terms,
and conditions of the Contract into every Subcontract by inclusion or by reference, as
appropriate. When making any post-execution consent requests, Contractor shall include its
warrant that it will do the same for the pending Subcontracts covered by the request. Entering
into Subcontracts will not relieve Contractor of any of its obligations or duties under the
Contract, including, among other things, the duty to supervise and coordinate the work of
Subcontractors. Nothing contained in any Subcontract will create or is to be construed as
creating any contractual relationship between State and the Subcontractor.
3.11
Non-
Discrimination
Contractor shall comply with [Arizona] State Executive Order No. 2009-09 and all other
applicable federal and state laws, rules, and regulations regarding non-discrimination and equal
opportunity, including the Americans with Disabilities Act.
3.12
E-Verify
Requirements
As required by A.R.S. § 41-4401, Contractor and each Subcontractor warrants
compliance with A.R.S. § 23-214(A) and all federal immigration laws and any regulations relating
to the immigration status of their employees. Contractor and each Subcontractor acknowledge
that under A.R.S. § 41-4401, State retains the legal right to inspect the papers of any Contractor
or Subcontractor employee who works under the Contract to ensure that Contractor or
Subcontractor is in compliance with the foregoing warranty and understands that a breach of
the foregoing warranty under shall be deemed a material breach of the Contract that is subject
to penalties up to and including termination of the Contract.
3.13
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 Specifications
or 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.
3.14
Orders
3.14.1
ORDER SUFFICIENCY. The Contract was awarded in accordance with
the Arizona Procurement Code; the transactions and procedures required by the code for
competitive source selection have been met. An Order issued as set forth in the Special Terms
and Conditions that cites the correct State contract number will suffice to authorize Contractor
to provide the Materials and perform the Services covered by that Order.
3.14.2
ORDER TERMS. All Orders are subject to the Contract Terms and
Conditions; an Order cannot modify the Contract Terms and Conditions.
3.14.3
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.
3.14.4
SPECIAL CASE. In the special case where both the following
conditions are true, Procurement Officer’s signature on the Acceptance is Contractor’s
authorization to perform and therefore no Order is required: (a) the Contract is identified as
being a “single-agency/single-project” contract in the Special Terms and Conditions and (b) the
Contract was created in ProcureAZ as something other than a “Master/ Blanket” type.
3.14.5
NO MINIMUMS OR COMMITMENTS. Unless expressly stated
otherwise in the Special Terms and Conditions: (a) Contractor shall not impose any minimum
dollar amount, item count, services volume, or services duration on Orders; (b) State makes no
commitment of any kind concerning the quantity or monetary value of activity actually initiated
or completed during the term of the Contract; (c) Contractor shall only deliver or perform as
authorized by Orders; and (d) State is not limited as to the number of Orders it may issue for the
Contract.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 34 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
3.14.6
NON-CONTRACTED MATERIALS OR SERVICES. Any attempt to
knowingly represent for sales, marketing, or related purposes that goods or services not
specifically awarded are under a State contract is a violation of the Contract and law.
3.15
13.
Reserved
3.16
Multiple-Use
Provisions
If the Special Terms and Conditions indicate that the Contract is for statewide use, then
Eligible Agencies may issue Orders for Services in several forms, all of which become final and
effective by a “Release Purchase Order” in ProcureAZ. 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:
14.
By choosing some or all of the Materials or Services items covered by the Contract
for which a price is established in the Commercial Document, then preparing an
Order using those prices (e.g., filling out an order form), and sending it to
Contractor.
15.
By instructing Contractor to provide a comprehensive proposal of item quantities,
combinations, etc., or services hours, personnel, etc., for a defined scope using
those established prices as a basis, then validating and negotiating the proposal
with Contractor and issuing an Order if and when reaching agreement.
16.
As described in (2) above but requesting the proposal from both Contractor and
other vendors who are contracted within the applicable scope categories and
locations, either sequentially or concurrently, then selecting the proposal or
proposals combination that is most advantageous to State.
17.
As described in (3) above but introducing ad-hoc commercial competition by
making the selection and ordering conditional on obtaining more favorable prices
than the contractually-established ones.
When evaluating the proposals under (3) and (4) above, State may select based on
price (for example, a quoted number of hours times the contracted or improved rate plus a fixed
amount for incidentals), by experience and qualifications (for example, having an office nearer
the required work location), or whatever combination thereof it determines is most appropriate
to the work in question.
3.17
Other
Contractors
State may undertake with its own forces or award other contracts to the same or other
vendors for additional or related work. In such cases, Contractor shall cooperate fully with
State’s employees and such other vendors and carefully coordinate, fit, connect, accommodate,
adjust, or sequence its work to the related work by others. Where the Contract requires
handing-off Contractor’s work to others, Contractor shall cooperate as State instructs regarding
the necessary transfer of its work product, services, or records to State or the other vendors.
Contractor shall not commit or permit any act that interferes with the State’s or other vendors’
performance of their work, provided that, State shall enforce the foregoing section equitably
among all its vendors so as not impose an unreasonable burden on any one of them.
3.18
Work on State
Premises
3.20.1
COMPLIANCE WITH RULES. Contractor is responsible for ensuring
that its personnel comply with State’s rules, regulations, policies, documented practices, and
documented operating procedures while delivering or installing Materials or performing
Services on State’s grounds or in its facilities. For clarity of intent, the foregoing means that if
Contractor is required to comply with certain security requirements in order to deliver, install, or
perform at that particular location, then it shall do so nonetheless and without entitlement to
any additional compensation or additional time for performance if those particular
requirements are not expressly stated in the Contract. Contractor is reminded that violation of
the prohibition under A.R.S. § 13-1502 against possession of weapons on State’s property by
anyone for whom Contractor is responsible is a material breach of contract and grounds for
termination for default.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 35 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
3.20.3
PROTECTION OF GROUNDS AND FACILITIES. Contractor shall deliver
or install the Materials and perform the Services without damaging any State grounds or
facilities. Contractor shall repair or replace any damage it does cause promptly and at its own
expense, subject to whatever instructions and restrictions State needs to make to prevent
inconvenience or disruption of operations. If Contractor fails to make the necessary repairs or
replacements and do so in a timely manner, State will be entitled to exercise its remedies under
paragraph 8.5 [Right of Offset].
3.19
Advertising,
Publishing and
Promotion of
Contract
Contractor shall not advertise, promote, or otherwise use information concerning the
Contract for commercial benefit without the prior written approval of Procurement Officer,
which approval Procurement Officer may withhold at his or her discretion.
4.0 Costs and Payments
4.1
Payments
4.1.1
PAYMENT DEADLINE. State shall make payments in compliance with
Arizona Revised Statues Titles 35 and 41. Unless and then only to the extent expressly stated
otherwise in the Commercial Document, State shall make payment in full for Materials that have
been delivered and accepted and Services that have been performed and accepted within the
time specified in A.R.S. § 35-342 after both of the following become true: (a) all of the Materials
being invoiced have been delivered or installed (as applicable) and accepted and all of the
Services being invoiced have been performed and accepted; and (b) Contractor has provided a
complete and accurate invoice in the form and manner called for in the Commercial Document,
provided that, State will not make or be liable for any payments to Contractor until Contractor
has registered properly in ProcureAZ and provided a current IRS Form W-9 to State unless
excused by law from providing one.
4.1.2
PAYMENTS ONLY TO CONTRACTOR. Unless compelled otherwise by
operation of law or order of a court of competent jurisdiction, State will only make payment to
Contractor under the federal tax identifier indicated on the Accepted Offer.
4.2
Applicable
Taxes
4.3.1
CONTRACTOR TO PAY ALL TAXES. State is subject to Arizona TPT.
Therefore, Arizona TPT applies to all sales under the Contract and Arizona TPT is Contractor’s
responsibility (as seller) to remit. Contractor’s failure to collect Arizona TPT or any other
applicable sales or use taxes from an Eligible Agency (as buyer) will not relieve Contractor of any
obligation to remit sales or use taxes that are due under the Contract or laws. Unless stated
otherwise in the Commercial Document, all prices therein include Arizona TPT as well as every
other manner of transaction privilege or sales/use tax that is due to a municipality or another
state or its political subdivisions. Contractor shall pay all federal, state, and local taxes applicable
to its operations and personnel.
4.3.2
TAX INDEMNITY. Contractor shall hold State harmless from any
responsibility for taxes or contributions, including any applicable damages and interest, that are
due to federal, state, and local authorities with respect to the Work and the Contract, as well
any related costs; the foregoing expressly includes Arizona TPT, unemployment compensation
insurance, social security, and workers’ compensation insurance.
4.3
Availability
of Funds
By A.R.S. § 35-154, every State payment obligation under the Contract is conditioned
on the availability of funds appropriated for payment of that obligation. If funds are not
appropriated and available for continuance of the Contract, State may terminate the Contract at
the end of the period for which funds are available, or, at State’s discretion, allow appropriate
amendment to the Contract. No liability will accrue to State if it exercises the foregoing right or
discretion, and State will have no obligation or liability for any future payments or for any
damages as a result of having exercised it.
5.0 Contract Changes
5.1
Contract Amendments
The Contract is issued for State under the authority of Procurement Officer. Only a
Contract Amendment can modify the Contract, and then only if it does not change the
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 36 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
Contract’s general scope. Purported changes to the Contract by a person not expressly
authorized by Procurement Officer or made unilaterally by Contractor will be void and without
effect; Contractor will not be entitled to any claim made under the Contract based on any such
purported changes.
5.2
Assignment and
Delegation
5.2.1
IN WHOLE. Contractor shall not assign in whole its rights or delegate
in whole its duties under the Contract without Procurement Officer’s prior written consent,
which consent Procurement Officer may withhold at his or her discretion. If Contractor’s
proposed assignment or delegation stems from a split, sale, acquisition, or other non-merger
change in control, then no such consent will be given in any event without the assignee or
delegate giving State satisfactory and equivalent evidence or assurance of its financial
soundness, competency, capacity, and qualification to perform as that which Contractor
possessed when State first awarded it the Contract.
5.2.2
IN PART. Subject to paragraph 3.10 [Subcontracts] with respect to
subcontracting, Contractor may assign particular rights or delegate particular duties under the
Contract, but shall obtain Procurement Officer’s written consent before doing so. Procurement
Officer shall not unreasonably withhold consent so long as the proposed assignment or
delegation does not attempt to modify the Contract in any way or to alter or impair State’s
rights or remedies under the Contract or laws.
6.0 Risk and Liability
6.1
Risk of Loss
Contractor shall bear all risk of loss to Materials while in pre-production, production,
storage, transit, staging, assembly, installation, testing, and commissioning, if and as those
duties are within the scope of the Work, until they have been accepted as conforming by State
in the particular location and situation specified in the Order, or as specified generally elsewhere
in the Contract if the Order does not provide particulars, provided that, risk of loss for
nonconforming Materials will remain with Contractor notwithstanding acceptance to the extent
the loss stems from the nonconformance.
6.2
Contractor Insurance
Contractor shall provide the insurance called for in the Special Terms and Conditions.
6.3
Basic Indemnification
6.3.1
CONTRACTOR/VENDOR (NOT PUBLIC AGENCY). To the fullest extent
permitted by law, Contractor shall defend, indemnify, and hold harmless State Indemnitees
from Indemnified Basic Claims that: (a) are caused or alleged to be caused in whole or in part by
the negligent or willful acts or omissions of a Contractor Indemnitor; (b) arise out of or are
recovered under worker compensation laws; and/or (c) arise out of a Contractor Indemnitor’s
failure to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court
decree. The parties specifically intend that the Contractor Indemnitors shall indemnify the
relevant State Indemnitees from and against Indemnified Basic Claims in all instances except
where the Indemnified Basic Claim arises solely from those State Indemnitees’ own negligent or
willful acts or omissions. Wherever the indemnification under this subparagraph applies,
Contractor is responsible for primary loss investigation, defense, and judgment costs for an on
behalf of the other Contractor Indemnitors with respect to State Indemnitees, and accordingly
Contractor is also responsible for any cooperation, contribution, or subordination between or
amongst the Contractor Indemnitors. In consideration of the award of the Contract by a State
Indemnitee, Contractor hereby waives all rights of subrogation against State Indemnities for
losses arising from the Work.
If Contractor is a public agency, this paragraph does not apply and subparagraph 6.3.2
below applies instead.
6.3.2
PUBLIC AGENCY. Each party (as 'indemnitor') agrees to indemnify,
defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims,
losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively
referred to as 'claims') arising out of bodily injury of any person (including death) or property
damage but only to the extent that such claims which result in vicarious/derivative liability to
the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the
indemnitor, its officers, officials, agents, employees, or volunteers.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 37 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
If Contractor is not a public agency, this paragraph does not apply and subparagraph
6.3.1 above applies instead.
6.4
Patent and Copyright
Indemnification
CONTRACTOR/VENDOR (NOT PUBLIC AGENCY). With respect to Materials or Services
provided or proposed by a Contractor Indemnitor for performance under the Contract,
Contractor shall indemnify, defend and hold harmless State Indemnitees against any third-party
claims for liability, costs, and expenses, including, but not limited to reasonable attorneys' fees,
for infringement or violation of any patent, trademark, copyright, or trade secret by the
Materials and the Services. With respect to the defense and payment of claims under this
subparagraph:
18.
State shall provide reasonable and timely notification to Contractor of any claim for
which Contractor may be liable under this paragraph;
19.
Contractor, with reasonable consultation from State, shall have control of the
defense of any action on an indemnified claim including all negotiations for its
settlement or compromise;
20.
State may elect to participate in such action at its own expense; and
21.
State may approve or disapprove any settlement or compromise, provided that,
(i) State shall not unreasonably withhold or delay such approval or disapproval and
(ii) State shall cooperate in the defense and in any related settlement negotiations.
If Contractor is a public agency, this paragraph 6.4 does not apply.
6.5
Force Majeure
6.5.1
DEFINITION. For this paragraph, “force majeure” means an
occurrence that is (a) beyond the control of the affected party, (b) occurred without the party’s
fault or negligence, and (c) something the party was unable to prevent by exercising reasonable
diligence. Without limiting the generality of the foregoing, force majeure expressly includes acts
of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders,
fire, flood, lockouts, injunctions-intervention-acts, failures or refusals to act by government
authorities, and, subject to paragraph 7.8 [Performance in Public Health Emergency], declared
public health emergencies. Force majeure expressly does not include late delivery caused by
congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, late
performance by a Subcontractor unless the delay arises out of an occurrence of force majeure,
or inability of either Contractor or any Subcontractor to acquire or maintain any required
insurance, bonds, licenses, or permits.
6.5.2
RELIEF FROM PERFORMANCE. Except for payment of sums due, the
parties are not liable to each other if an occurrence of force majeure prevents its performance
under the Contract. If either party is delayed at any time in the progress of their respective
performance under the Contract by an occurrence of force majeure, the delayed party shall
notify the other no later than the following working day after the occurrence, or as soon as it
could reasonably have been expected to recognize that the occurrence had effect in cases
where the effects were not readily apparent. In any event, the notice must make specific
reference to this paragraph specifying the causes of the delay in the notice and, if the effects of
the occurrence are on-going, provide an initial notification and thereafter the delayed party shall
provide regular updates until such time as the effects are fully known. To the extent it is able,
the delayed party shall cause the delay to cease promptly and notify the other party when it has
done so. The parties shall extend the time of completion by Contract Amendment for a period
equal to the time that the results or effects of the delay prevented the delayed party from
performing.
6.5.3
EXCUSABLE DELAY IS NOT DEFAULT. Failure in performance by
either party will not constitute default hereunder or give rise to any claim for damages or loss of
anticipated profits if and to the extent that such failure was or is being caused by an occurrence
of force majeure.
6.5.4
DEFAULT DIMINISHES RELIEF. Entitlement to relief from the effects
of an occurrence of force majeure is diminished to the extent that the delay did or will result
from the affected party’s default unrelated to the occurrence, in which case and to that extent
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 38 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
the other party’s normal remedies and the affected party’s obligations would apply
undiminished.
6.6
Third Party
Antitrust
Violations
Contractor assigns to State any claim for overcharges resulting from antitrust violations
to the extent that those violations concern materials or services supplied by third parties to
Contractor toward fulfillment of the Contract.
7.0 Warranties
7.1
Liens
Contractor warrants that the Materials and Services when accepted will be and will
remain free of liens or other encumbrances.
7.2
Conformity to
Requirements
Contractor warrants that, unless expressly provided otherwise elsewhere in the
Contract, the Materials and Services will for 1 (one) year after acceptance and in each instance:
(1) conform to the requirements of the Contract, which by way of reminder include without
limitation all descriptions, specifications, and drawings identified in the Scope of Work and any
Contractor affirmations included as part of the Contract; (2) be free from defects of material and
workmanship; (3) conform to or perform in a manner consistent with current industry
standards; and (4) be fit for the intended purpose or use described in the Contract. Mere
delivery or performance does not substitute for express acceptance by State. Where inspection,
testing, or other acceptance assessment of Materials or Services cannot be done until after
installation, the forgoing warranty will not begin until State’s acceptance.
7.3
Contractor
Personnel
Contractor warrants that its personnel will perform their duties under the Contract in a
professional manner, applying the requisite skills and knowledge, consistent with industry
standards, and in accordance with the requirements of the Contract. Contractor further
warrants that its key personnel will maintain any certifications relevant to their work, and
Contractor shall provide individual evidence of certification to State’s authorized representatives
upon request.
7.4
Intellectual
Property
Contractor warrants that the Materials and Services do not and will not infringe or
violate any patent, trademark, copyright, trade secret, or other intellectual property rights or
laws, except only to the extent the Specifications do not permit use of any other product and
Contractor is not and cannot reasonably be expected to be aware of the infringement or
violation.
7.5
Compliance
with Laws
Contractor warrants that the Materials and Services do and will continue to comply
with all applicable federal, state, and local laws, except only to the extent the Specifications do
not permit use of any other product and Contractor is not and cannot reasonably be expected to
be aware of the non-compliance.
7.6
Licenses and Permits
Contractor warrants that it will maintain all licenses required under paragraph 3.7
[Contractor Licenses] and all required permits valid and in force.
7.7
Operational
Continuity
Contractor warrants that it will perform without relief notwithstanding being sold or
acquired; no such event will operate to mitigate or alter any of Contractor’s duties hereunder
absent a consented delegation under paragraph 5.2 [Assignment and Delegation] that expressly
recognizes the event.
7.8
Performance in Public
Health Emergency
Contractor warrants that it will:
22.
have in effect promptly after commencement a plan for continuing performance in
the event of a declared public health emergency that addresses, at a minimum: (a)
identification of response personnel by name; (b) key succession and performance
responses in the event of sudden and significant decrease in workforce; and
(c) alternative avenues to keep sufficient product on hand or in the supply chain;
and
23.
provide a copy of its current plan to State within 3 (three) business days after
State’s written request. If Contractor claims relief under paragraph 6.5 [Force
Majeure] for an occurrence of forge majeure that is a declared public health
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 39 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
emergency, then that relief will be conditioned on Contractor having first
implemented its plan and exhausted all reasonable opportunity for that plan
implementation to overcome the effects of that occurrence, or mitigate those
effects to the extent that overcoming entirely is not practicable.
For clarification of intent, being obliged to implement the plan is not of itself an
occurrence of force majeure, and Contractor will not be entitled to any additional compensation
or extension of time by virtue of having to implement it. Furthermore, failure to have or
implement an appropriate plan will be a material breach of contract.
7.9
Lobbying
7.11.1
PROHIBITION.
(a)
Contractor warrants that:
i. it will not engage in lobbying activities, as defined in 40 CFR part 34 and
A.R.S. § 41-1231, et seq., using monies awarded under the Contract,
provided that, the foregoing does not intend to constrain Contractor's
use of its own monies or property, including without limitation any net
proceeds duly realized under the Contract or any value thereafter
derived from those proceeds; and
ii. upon award of the Contract, it will disclose all lobbying activities to State
to the extent they are an actual or potential conflict of interest or where
such activities could create an appearance of impropriety.
(b)
Contractor shall implement and maintain adequate controls to assure
compliance with (a) above.
(c)
Contractor shall obtain an equivalent warranty from all Subcontractors and
shall include an equivalent no-lobbying provision in all Subcontracts.
7.11.2
EXCEPTION. This paragraph does not apply to the extent that the
Services are defined in the Contract as being lobbying for State’s benefit or on State’s behalf.
7.10
Survival of
Warranties
All representations and warrants made by Contractor under the Contract will survive
the expiration or earlier termination of the Contract.
8.0 State's Contractual Remedies
8.1
Right to
Assurance
If State in good faith has reason to believe that Contractor does not intend to, or is
unable to, perform or continue performing under the Contract, Procurement Officer may
demand that Contractor promptly provide written assurance of intent to perform. Failure by
Contractor to provide the assurance within the time specified may be the basis for terminating
the Contract or for State to exercise any other remedy available to it under the Contract or laws.
8.2
Stop Work
Order
The State may at any time require Contractor to stop all or any part of the Work by
written order. Upon receipt of a stop order, Contractor shall immediately comply with its terms
and take all reasonable steps to minimize incurring of further costs during the period of
stoppage that might be chargeable to State associated with the portions of the Work covered by
the order. If Contractor incurs losses, it may make a claim under Article 10.
8.3
Non-exclusive
Remedies
State’s rights and remedies under the Contract are not exclusive.
8.4
Nonconforming
Tender
The Materials provided and Services performed must comply fully with the Contract,
and providing Materials or performing Services or any portion thereof that do not comply fully
constitutes a breach of contract, in which event State will be entitled to exercise any remedy
available to it under the Contract or laws.
8.5
Right of Offset
State is entitled to offset against any sums due Contractor any expenses or costs State
incurs or damages it has assessed against it concerning Contractor’s non-conforming
performance or failure to carry out the Work, including any expenses, costs, and damages to
which it is entitled by the Contract or laws.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 40 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
9.0 Contract Termination
9.1
Termination
for Conflict of Interest
By A.R.S. § 38-511, State may terminate the Contract within 3 (three) years after the
effective date without penalty or further obligation if any Person significantly involved in
initiating, negotiating, securing, drafting, or creating the Contract on behalf of State is or
becomes an employee or agent of any other party to the Contract in any capacity or a
consultant to any other party to the Contract with respect to the subject matter of the Contract.
Any such termination will be effective when Contractor receives State’s written notice of the
termination unless the notice specifies a later date.
9.2
Gratuities
State may, by written notice, terminate the Contract, in whole or in part, if State
determines that employment or a Gratuity was offered or made by Contractor or a
representative of Contractor to any officer or employee of State for the purpose of influencing
the outcome of the procurement or the administration of the Contract or any favorable
treatment concerning the Contract or performance of the Contract. State, in addition to any
other rights or remedies available to it, will be entitled to recover exemplary damages in the
amount of 3 (three) times the value of the Gratuity offered by Contractor.
9.3
Suspension or
Debarment
State may, by written notice to Contractor, terminate the Contract immediately if State
discovers that Contractor has been debarred, suspended or otherwise lawfully prohibited from
participating in any public procurement activity, including but not limited to, being disapproved
as a subcontractor of any public procurement unit or other governmental body. State has taken
Contractor’s submittal of the Accepted Offer and will take its performance under the Contract as
Contractor’s attestation that it is not currently suspended or debarred. If Contractor
subsequently becomes suspended or debarred, it shall notify Procurement Officer immediately.
9.4
Termination for
Convenience
State may terminate the Contract when in the best interest of State, in whole or in
part, at any time, and without penalty or recourse on Contractor’s part other than as expressly
stated in the Contract. Upon receipt of State’s written termination notice, Contractor shall stop
work as directed in the notice, notify all Subcontractors of the termination and its effective date,
and minimize any further costs that might be chargeable to State. In the event of termination
under this paragraph, all documents, data, and reports prepared by Contractor under the
Contract will become State’s property and Contractor shall deliver it all promptly on demand.
Contractor will be entitled to receive just and equitable compensation for necessary and
attributable unfinished materials on hand, work in progress, work completed, and work
accepted before the effective date of the termination, provided that, the cost principles and
procedures in A.A.C. R2-7-701 are to be applied.
9.5
Termination for
Default
In addition to the rights reserved to it under the Contract, State may terminate the
Contract in whole or in part due to Contractor’s failure to: (a) comply with any term or condition
of the Contract; (b) obtain and maintain all required insurance policies, bonds, licenses, and
permits; or (c) make satisfactory progress in carrying out the Work. Procurement Officer shall
give written notice of the termination and the reasons for it. Upon termination under this
paragraph, all documents, data and reports prepared by Contractor under the Contract and all
necessary and attributable unfinished materials on hand, work in progress, work completed, and
work accepted will become State’s property, and Contractor shall deliver all of it immediately on
demand. State may, following termination of the Contract under this paragraph, procure on
terms and in the manner it determines to be appropriate materials or services to replace those
that were to have been provided or performed by Contractor, and Contractor will be liable to
State for any excess cost State incurs in procuring such substitutes.
9.6
Continued
Performance Required
Contractor shall continue to perform in accordance with the requirements of the
Contract up to the effective date of any termination, as directed by State in the notice.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 41 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
10.0 Contract Claims
10.1
Claim
Resolution
Notwithstanding any law to the contrary, all contract claims or controversies under
the Contract are to be resolved according to Arizona Revised Statutes Title 41, Chapter 23,
Article 9, and rules adopted thereunder, including judicial review under A.R.S. § 12-1518.
10.2
Mandatory
Arbitration
In compliance with A.R.S. § 12-1518, the parties agree to comply in a judicial review
proceeding with any applicable, mandatory arbitration requirements.
11.0 General Provisions for Materials
11.1
Applicability
Article 11 applies to the extent the Work is or includes Materials.
11.2
Off-Contract
Materials
Contractor shall ensure that the design and/or procedures for the Materials ordering
method prevents Orders for off-contract items or excluded items. Notwithstanding that State
might have its own internal administrative rules regarding off-contract or excluded item
ordering, and endeavors to prevent such orders from occurring, Contractor is responsible for not
accepting any such Orders; State may, at its discretion, return any such items under
subparagraph 11.17 or cancel any such Order under subparagraph 11.18, in either case being
without obligation and at Contractor’s expense. As used above, “off-contract item” refers to any
product not included in the scope of the Contract and for which no price or compensation has
been established contractually, and “excluded item” refers to any product expressly stated in the
Contract as being excluded from the Contract.
11.3
Compensation for Late
Deliveries
Contractor shall have clear, published policies in place regarding late delivery, order
cancelation, discounts, or rebates given to compensate for late deliveries, etc., and make them
readily available to those Eligible Agencies that are likely to need them.
11.4
Indicate Shipping Costs
on Order
Contractor shall identify and provide the required substantiating documentation for the
amount it intends to add for shipping in the Order acknowledgment if shipping is additional to
the contracted price or rate for an item; otherwise, Contractor shall indicate that shipping is
included in the Order price (in other words, every Order must indicate clearly whether or not
shipping is included in the Order price, and if not included, how much is to be added and why
that amount is the correct or appropriate one).
11.5
Current Products
Contractor shall keep all products being offered under the Contract: (a) in current and
ongoing production; (b) in its advertised product lines; (c) as models or types that are actively
functioning in other paying customer environments; and (d) in conformance to the requirements
of the Contract.
11.6
Maintain
Comprehensive
Selection
Contractor shall provide at all times the comprehensive selection of products for which
a price is established in the Commercial Document for ordering by Eligible Agencies.
11.7
Additional
Products
State, at its discretion, may modify the scope of the Contract by Contract Amendment
to include additional products or product categories so long as they are within the general scope
of the ones originally covered by the Contract. Once the Contract Amendment has been fully
executed, Contractor shall then update all applicable catalogs and price lists and make them
available to all affected entities at no additional cost. Either party may make the request to add
products to the Contract; regardless of who makes the request, the parties shall negotiate in
good faith a fair price for any additional products, but State may elect not to add some or all of
the products in question if no agreement is reached on pricing in a timely manner. Contractor’s
request or proposal in response to State’s request must include: (a) documentation
demonstrating that the additional products meet or exceed the specifications for the original
products while remaining in the same product groups as the original ones; and
(b) documentation demonstrating that the proposed price for the additional products is both fair
and reasonable and at the same level of discount relative to market price as were the original
ones. Demonstration of (b) typically requires showing how prices at which sales are currently or
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 42 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
were last made to a significant number of buyers compare to the prices or discounts (as
applicable) being proposed for the additional products.
11.8
Discontinued Products
If a product or groups of products covered by the Contract are discontinued by the
manufacturer, Contractor shall notify State within 5 (five) business days after receiving the
manufacturer’s notification. State, at its discretion, will either allow Contractor to provide
substitutes for the discontinued products or delete the products from the scope of the Contract,
both of which will be accomplished by Contract Amendment. Contractor shall then update all
applicable catalogs and price lists and make them available to all affected entities at no
additional cost. The parties shall negotiate in good faith a fair price for any substitute product,
but State may elect to delete the products from the scope of the Contract if no agreement is
reached on substitute pricing in a timely manner. When notifying State of the discontinuance,
Contractor shall provide: (a) manufacturer’s announcement or documentation stating that the
products have been discontinued, with identification by model/part number; (b) documentation
demonstrating that the substitute products meet or exceed the specifications for the
discontinued products while remaining in the same product groups as were the discontinued
ones; and (c) documentation demonstrating that the proposed price for the substitute products
is both fair and reasonable and at the same level of discount relative to market price as were the
discontinued ones (with demonstration being as described in subparagraph 11.7).
11.9
Forced Substitutions
Forced substitutions will not be permitted; Contractor shall obtain State’s prior written
consent before making any discretionary substitution for any product covered by the Contract.
11.10
Recalls
In the event of a recall notice, technical service bulletin, or other important notification
affecting a product offered under the Contract (collectively, “recalls” hereinafter), Contractor
shall send timely notice to State for each applicable Order referencing the affected Order and
product. Notwithstanding whatever protection Contractor might have under A.R.S. § 12-684 with
respect to a manufacturer, Contractor shall handle recalls entirely and without obligation on
State’s part, other than to permit removal of installed products, retrieval of stored products,
etc., as necessary to implement the recall.
11.11
Delivery
11.11.1
PRICING. Unless stated otherwise in the Commercial Document, all
Materials prices set forth therein are FCA (seller’s dock) Incoterms®2010, with “seller’s dock”
meaning the last place of manufacturing, assembly, integration, final packing, or warehousing
before departure to designated point of delivery to State. For reference, the foregoing is to be
construed as equivalent to “F.o.b. Origin, Contractor’s Facility” under FAR 52.247-30.
11.11.2
LIABILITY. Unless stated otherwise in the Commercial Document or
an Order, Contractor’s liability for all Materials is DDP (State-designated receiving point per
Order) Incoterms®2010, but with unloading at destination included. For reference, the foregoing
is to be construed as equivalent to “F.o.b. Destination, Within Consignee’s Premises” under FAR
52.247-35.
11.11.3
PAYMENT. Unless stated otherwise in the Commercial Document or
an Order, State shall reimburse Contractor the costs of the difference between DDP (State-
designated receiving point per Order) and FCA (seller’s dock) with no mark-up, which Contractor
shall itemize and invoice separately.
11.12
Delivery Time
Unless stated otherwise in the Commercial Document generally or in the applicable
Order particularly, Contractor shall make delivery within 2 (two) business days after receiving
each Order.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 43 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
11.13
Delivery Locations
Contractor shall offer deliveries to every location served under the scope of the
Contract, specifically:
24.
if the Contract is for a single State agency in a single area, then Contractor shall
deliver to any agency location in that area;
25.
if the Contract is for a single State agency in all its locations, then Contractor shall
deliver to any of that agency’s location in Arizona;
26.
if the Contract is for statewide use but excludes certain areas, then Contractor shall
deliver to any Eligible Agency location that is not in the excluded areas; and
27.
if the Contract is for unrestricted statewide use, then:
(a)
Contractor shall deliver to any Eligible Agency anywhere in Arizona;
(b)
if the Commercial Document indicates defined delivery areas and prices,
those always apply unless the Order expressly states otherwise and
Contractor accepts it.
11.14
Conditions at Delivery
Location
Contractor shall verify receiving hours and conditions (i.e. height/weight restrictions,
access control, etc.) with the relevant purchaser for the receiving site before scheduling or
making a delivery. State will neither allow extra charges for wait time, comebacks, or the like nor
excuse late delivery if Contractor has failed to make the verification or comply with the
applicable conditions. Contractor shall make each delivery to the specific location indicated in
the Order, which Contractor acknowledges might be inside an industrial building, institutional
building, low-rise office building, or high-rise office building instead of a normal receiving dock.
Contractor might be required to make deliveries to locations inside a secured perimeter at
certain institutional facilities such as prisons where prior clearances are required for each
delivery and driver individually. Contractor shall contact each such facility directly to confirm its
most-current security clearance procedures, allowable hours for deliveries, visitor dress code,
and other applicable rules. State will neither allow extra charges for wait time, comebacks, or
the like nor excuse late delivery if Contractor has failed to make the confirmation or comply with
the applicable conditions.
11.15
Materials Acceptance
State has the right to make acceptance of Materials subject to a complete inspection
on delivery and installation, if installation is Contractor’s responsibility. State may apply as
acceptance criteria conformity to the Contract, workmanship and quality, correctness of
constituent materials, and any other matter for which the Contract or applicable laws state a
requirement, whether stated directly or by reference to another document, standard, reference
specification, etc. Contractor shall remove any rejected Materials from the delivery location, or
from any immediate environs to which it might have been reasonably necessary to move it,
carry it off the delivery premises, and subsequently deliver an equal number or quantity of
conforming items. State will not owe Contractor any payment for rejected Materials, and State
may, at its discretion, withhold or make partial payment for any rejected Materials that have
been returned to Contractor in those instances where State has agreed to permit repair instead
of demanding replacement.
11.16
Correcting Defects
Contractor shall, at no additional cost and without entitlement to extension of any
delivery deadline or specified time for performance, remove or exchange and replace any
defective or non-conforming delivered or installed Materials.
28.
Contractor shall be solely responsible for the cost of any associated cutting and
patching, temporary protection measures, packing and crating, hoisting and
loading, transportation, unpacking, inspection, repacking, reshipping, and
reinstallation if installation is within the scope of the Contract.
29.
If Contractor fails to do so in a timely manner, State will be entitled to exercise its
remedies under paragraph 8.5 [Right of Offset] of the Uniform Terms and
Conditions.
30.
Whether State will permit Contractor to repair in place or demands that Contractor
remove and replace is at State’s discretion in each instance, provided that, State
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 44 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
shall not apply that discretion punitively if repair in place is practicable and doing so
would not create safety hazards, put property at risk, unreasonably interfere with
operations, create public nuisance, or give rise to any other reasonable concern on
State’s part.
11.17
Returns
State may, at its discretion, return for full credit and with no restocking charges any
delivered Materials unused in the original packaging, including any instruction manuals or other
incidental item that accompanied the original shipment, within 30 (thirty) days after receipt. If
State elects to return delivered Materials, then State shall pay all freight, delivery, and transit
insurance costs to return the products to the place from which Contractor shipped them,
provided that, if State returns delivered Materials because they are defective or non-conforming
or for any other reason having to do with Contractor fault or error, then State will not be
responsible for paying freight, delivery, or transit insurance costs to return the products and
may, at its discretion, either have those billed directly to Contractor or offset them under
paragraph 8.5 [Right of Offset] of the Uniform Terms and Conditions.
11.18
Order Cancellation
State may cancel Orders within a reasonable period after issuance and at its discretion.
The same method as that used for ordering will be used for cancellation. If State cancels an
Order, then State shall:
31.
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
plus 1 (one) additional business day;
32.
reimburse Contractor for:
(a)
its actual, documented costs incurred in fulfilling the Order up to the
cancellation effective date plus 1 (one) additional business day; and
(b)
the cost of any obligations it incurred as of the cancellation effective date
plus 1 (one) additional business day that demonstrably cannot be canceled,
or that have pre-established cancelation penalties specified in the relevant
Subcontracts, to the extent the penalties are reasonable and customary for
the work in question; and
33.
Contractor shall not charge or be entitled to charge State for any new costs it incurs
after receiving the cancelation notice plus 1 (one) business day or for any lost
profits or opportunity.
By way of reminder, State is not liable for any products that were produced, shipped, or
delivered or any services that were performed before Contractor had acknowledged the
corresponding Order.
11.19
Product Safety
Materials as-shipped must comply with applicable safety regulations and standards.
Unless expressly stated otherwise in the Scope of Work, State is not responsible for making any
Materials safe or compliant following acceptance and is relying exclusively on Contractor to
deliver only products that are already safe and compliant.
11.20
Hazardous Materials
Contractor shall timely provide State with any “Safety Data Sheets” (SDS) and any other
hazard communication documentation required under the US Department of Labor’s
Occupational Safety and Health Administration (OSHA) “Hazard Communication Standard” (often
referred to as the “HazCom 2012 Final Rule”) that is reasonably necessary for State to comply
with regulations when it or its other contractors install, handle, operate, repair, maintain or
remove any Materials. Note that, in the past, those documents might have been referred to as
“Material Safety Data Sheets” or “Product Safety Data Sheets”, but State (and this Contract) use
only the more up-to-date “SDS” reference. Contractor shall ensure that all its relevant personnel
understand the nature of and hazards associated with, to the extent it they are Contractor’s
responsibility under the Contract, the design, shipping, handling, delivery, installation, repair and
maintenance of any portion of the Work that is, contains or will become upon use a hazardous
material, with “hazardous material” being any material or substance that is: (1) identified now or
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 45 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
in the future as being hazardous, toxic or dangerous under applicable laws; or (2) subject to
statutory or regulatory requirement governing special handling, disposal or cleanup.
12.0 General Provisions for Services
12.1
Applicability
Article 12 applies to the extent the Work is or includes Services.
12.2
Comprehensive
Services Offering
Contractor shall provide the comprehensive range of services for which a price is
established in the Commercial Document for ordering by Eligible Agencies.
12.3
Additional Services
State at its discretion may modify the scope of the Contract by Contract Amendment
to include additional services or service categories that are within the general scope of
the ones originally covered by the Contract if it determines that doing so is in its best
interest. Once the Contract Amendment is fully executed, Contractor shall then update
all applicable price lists and make them available to all affected entities at no
additional cost. Either party may make the request to add services to the Contract;
regardless of who makes the request, the parties shall negotiate in good faith a fair
price for any additional services, but State may elect not to add some or all of the
services in question if no agreement is reached on pricing in a timely manner.
Contractor’s request or proposal in response to State’s request must include
documentation demonstrating that the proposed price for the additional services is
both fair and reasonable and comparable to the original ones.
12.4
Off-Contract Services
Contractor shall ensure that the design and/or procedures for the Services ordering
method prevents Orders for off-contract or excluded services. Notwithstanding that
State might have its own internal administrative rules regarding off contract or
excluded service ordering, and endeavors to prevent such orders from occurring,
Contractor is responsible for not accepting any such Orders. State may, at its
discretion, cancel any such Order without obligation. As used above, “off-contract
service” refers to any service not included in the scope of the Contract and for which
no price or compensation has been established contractually, and “excluded service”
refers to any service expressly excluded from the scope of the Contract.
12.5
Removal of Personnel
Notwithstanding that Contractor is in every circumstance responsible for hiring,
assigning, directing, managing, training, disciplining, and rewarding its personnel, State
may at its discretion and without the obligation to demonstrate cause instruct
Contractor to remove any of its personnel from State’s facilities or from further
assignment under the Contract. In such cases, Contractor shall promptly replace them
with other personnel having equivalent qualifications, experience, and capabilities.
12.6
Transitions
During commencement, Contractor shall attend transition meetings with any outgoing
vendors to coordinate and ease the transition so that the effect on State’s operations
is kept to a minimum. State may elect to have outgoing vendors complete some or all
of their work or orders in progress to ease the transition as is safest and most efficient
in each instance, even if that scope is covered under the Contract. Conversely, State
anticipates having a continued need for the same materials and services upon
expiration or earlier termination of the Contract. Accordingly, Contractor shall work
closely with any new (incoming) vendor and State to ensure as smooth and complete
a transfer as is practicable. State’s representative shall coordinate all transition
activities and facilitate joint development of a comprehensive transition plan by both
Contractor and the incoming vendor. As with the incoming transition. State may
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 46 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
permit Contractor (outgoing) to complete work or orders in progress to ease the
transition as is safest and most efficient in each instance.
12.7
Accuracy of Work
Contractor is responsible for the accuracy of the Services, and shall promptly make all
necessary revisions or corrections resulting from errors and omissions on its part
without additional compensation. Acceptance by State will not relieve Contractor of
responsibility for correction of any errors discovered subsequently or necessary
clarification of any ambiguities.
12.8
Requirements at
Services Location
Contractor personnel shall perform their assigned portions of the Services at the
specific location indicated in the Order (if applicable). Contractor acknowledges that
the location might be inside an industrial building, institutional building, or one of
various office types and classes. Additionally, if performing the Services requires
Contractor personnel to work inside a secured perimeter at certain institutional
facilities such as prisons where prior clearances are required, Contractor shall contact
the facility directly to confirm its most-current security clearance procedures,
allowable hours for work, visitor dress code, and other applicable rules. State will
neither allow extra charges for wait time, comebacks, or the like nor excuse late
performance if Contractor has failed to make the confirmation or comply with the
applicable conditions.
12.9
Services Acceptance
State has the right to make acceptance of Services subject to acceptance criteria. State
may apply as acceptance criteria conformity to the Contract, accuracy, completeness, or other
indicators of quality or other matter for which the Contract or law states a requirement,
whether stated directly or by reference to another document, standard, reference specification,
etc. State will not owe Contractor any payment for un-accepted Services; and State may, at its
discretion, withhold or make partial payment for any rejected Services if Contractor is still in the
process of re-performing or otherwise curing the grounds for State’s rejection.
12.10
Corrective Action
Required
Notwithstanding any other guarantees, general warranties, or particular warranties
Contractor has given under the Contract, if Contractor fails to perform any material
portion of the Services, including failing to complete any contractual deliverable, or if
its performance fails to meet agreed-upon service levels or service standards set out in
or referred to in the Contract, then Contractor shall perform a root-cause analysis to
identify the source of the failure and use all commercially reasonable efforts to correct
the failure and meet the Contract requirements as promptly as is practicable.
34.
Contractor shall provide to State a report detailing the identified cause and setting
out its detailed corrective action plan promptly after the date the failure occurred
(or the date when the failure first became apparent, if it was not apparent
immediately after occurrence).
35.
State may demand to review and approve Contractor’s analysis and plans, and
Contractor shall make any corrections State instructs and adopt State’s
recommendations so far as is commercially practicable, provided that State may
insist on any measures it determines within reason to be necessary for safety or
protecting property and the environment.
36.
Contractor shall take the necessary action to avoid any like failure in the future, if
doing so is appropriate and practicable under the circumstances.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 47 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
13.0 Data and Information Handling
13.1
Applicability
Article 13 applies to the extent the Work includes handling of any (1) State’s
proprietary and sensitive data or (2) confidential or access-restricted information obtained from
State or from others at State’s behest.
13.2
Data Protection and
Confidentiality
of Information
Contractor warrants that it will establish and maintain procedures and controls
acceptable to State for ensuring that State’s proprietary and sensitive data is protected from
unauthorized access and information obtained from State or others in performance of its
contractual duties is not mishandled, misused, or inappropriately released or disclosed. For
purposes of this paragraph, all data created by Contractor in any way related to the Contract,
provided to Contractor by State, or prepared by others for State are proprietary to State, and all
information by those same avenues is State’s confidential information. To comply with the
foregoing warrant:
37.
Contractor shall: (a) notify State immediately of any unauthorized access or
inappropriate disclosures, whether stemming from an external security breach,
internal breach, system failure, or procedural lapse; (b) cooperate with State to
identify the source or cause of and respond to each unauthorized access or
inappropriate disclosure; and (c) notify State promptly of any security threat that
could result in unauthorized access or inappropriate disclosures; and
38.
Contractor shall not: (a) release any such data or allow it to be released or divulge
any such information to anyone other than its employees or officers as needed for
each person’s individual performance of his or her duties under the Contract,
unless State has agreed otherwise in advance and in writing; or (b) respond to any
requests it receives from a third party for such data or information, and instead
route all such requests to State’s designated representative.
13.3
Personally Identifiable
Information.
Without limiting the generality of paragraph 13.2, Contractor warrants that it will
protect any personally identifiable information (“PII”) belonging to State’s employees’ or other
contractors or members of the general public that it receives from State or otherwise acquires in
its performance under the Contract.
For purposes of this paragraph:
39.
PII has the meaning given in the [federal] Office of Management and Budget (OMB)
Memorandum M-07-16 Safeguarding Against and Responding to the Breach of
Personally Identifiable Information; and
40.
“protect” means taking measures to safeguard personally identifiable information
and prevent its breach that are functionally equivalent to those called for in that
OMB memorandum and elaborated on in the [federal] General Services
Administration (GSA) Directive CIO P 2180.1 GSA Rules of Behavior for Handling
Personally Identifiable Information.
NOTE (1): For convenience of reference only, the OMB memorandum is available at:
https://www.whitehouse.gov/sites/default/files/omb/memoranda/fy2007/m07-16.pdf
NOTE (2): For convenience of reference only, the GSA directive is available at:
http://www.gsa.gov/portal/directive/d0/content/658222
13.4
Protected Health
Information
Contractor warrants that, to the extent performance under the Contract involves
individually identifiable health information (referred to hereinafter as protected health
information (“PHI”) and electronic PHI (“ePHI”) as defined in the Privacy Rule referred to below),
it:
41.
is familiar with and will comply with the applicable aspects of the following
collective regulatory requirements regarding patient information privacy
protection: (a) the “Privacy Rule” in CFR 45 Part 160 and Part 164 pursuant to
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 48 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
the Health Insurance Portability and Accountability Act (“HIPAA”) of 1996; (b)
Arizona laws, rules, and regulations applicable to PHI/ePHI that are not preempted
by CFR 45-160(B) or the Employee Retirement Income Security Act of 1974
(“ERISA”) as amended; and (c) State’s current and published PHI/ePHI privacy and
security policies and procedures;
42.
will cooperate with State in the course of performing under the Contract so that
both State and Contractor stay in compliance with the requirements in (1) above;
and
43.
will sign any documents that are reasonably necessary to keep both State and
Contractor in compliance with the requirements in (1) above, in particular
“Business Associate Agreements” in accordance with the Privacy Rule.
NOTE: For convenience of reference only, the Privacy Rule is available at:
http://www.hhs.gov/hipaa/for-professionals/privacy/index.html
14.0 Information Technology Work
14.1
Applicability
Article 14 applies to any Invitation for Bids, Request for Proposals, or Request for
Quotations for "Information Technology," as defined In A.R.S. § 41-3501(6) 6: “ . . .
computerized and auxiliary automated information processing, telecommunications
and related technology, including hardware, software, vendor support and related
services, equipment and projects” if and to the extent that the Work is or includes
Information Technology.
14.2
Background Checks
Each of Contractor’s personnel who is an applicant for an information technology
position must undergo the security clearance and background check procedure, which
includes fingerprinting, as required by A.R.S § 41-710. Contractor shall obtain and pay
for the security clearance and background check. Contractor personnel who will have
administrator privileges on a State network must additionally provide identify and
address verification and undergo State-specified training for unescorted access,
confidentiality, privacy, and data security.
14.3
Information Access
14.3.1
SYSTEM MEASURES. Contractor shall employ appropriate system management and
maintenance, fraud prevention and detection, and encryption application and tools to
any systems or networks containing or transmitting State’s proprietary data or
confidential information.
14.3.2
INDIVIDUAL MEASURES. Contractor personnel shall comply with applicable State
policies and procedures regarding data access, privacy, and security, including
prohibitions on remote access and obtaining and maintaining access IDs and passwords.
Contractor is responsible to State for ensuring that any State access IDs and passwords
are used only by the person to whom they were issued. Contractor shall ensure that
personnel are only provided the minimum only such level of access necessary to
perform his or duties. Contractor shall on request provide a current register of the
access IDs and passwords and corresponding access levels currently assigned to its
personnel.
14.3.3
ACCESS CONTROL. Contractor is responsible to State for ensuring that hardware,
software, data, information, and that has been provided by State or belongs to or is in
the custody of State and is accessed or accessible by Contractor personnel is only used
in connection with carrying out the Work, and is never commercially exploited in any
manner whatsoever not expressly permitted under the Contract. State may restrict
access by Contractor personnel, or instruct Contractor to restrict access their access, if
in its determination the requirements of this subparagraph are not being met.
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 49 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
14.4
Pass-Through
Indemnity
14.4.1
INDEMNITY FROM THIRD PARTY. For computer hardware or software included in the
Work as discrete units that were manufactured or developed solely by a third party,
Contractor may satisfy its indemnification obligations under the Contract by, to the
extent permissible by law, passing through to State such indemnity as it receives from
the third-party source (each a “Pass-Through Indemnity”) and cooperating with State in
enforcing that indemnity. If the third party fails to honor its Pass-Through Indemnity, or
if a Pass-Through Indemnity is insufficient to indemnify State Indemnitees to the extent
and degree Contractor is required to do by the Uniform Terms and Conditions, then
Contractor shall indemnify, defend and hold harmless State Indemnitees to the extent
the Pass-Through Indemnity does not.
14.4.2
NOTIFY OF CLAIMS. State shall notify Contractor promptly of any claim to which a Pass-
Through Indemnity might apply. Contractor, with reasonable consultation from State,
shall control of the defense of any action on any claim to which a Pass-Through
Indemnity applies, including negotiations for settlement or compromise, provided that:
(a)
State reserves the right to elect to participate in the action at its own expense;
(b) State reserves the right to approve or reject any settlement or compromise on
reasonable grounds and if done so timely; and
(c)
State shall in any case cooperate in the defense and any related settlement
negotiations.
14.5
Systems and Controls
In consideration for State having agreed to permit Pass-Through Indemnities in lieu of
direct indemnity, Contractor agrees to establish and keep in place systems and
controls appropriate to ensure that State funds under this Contract are not knowingly
used for the acquisition, operation, or maintenance of Materials or Services in
violation of intellectual property laws or a third party’s intellectual property rights.
14.6
Redress of
Infringement.
14.6.1
REPLACE, LICENSE, OR MODIFY. If Contractor becomes aware that any Materials or
Services infringe, or are likely to be infringing on, any third party’s intellectual property
rights, then Contractor shall at its sole cost and expense and in consultation with State
either:
(a)
replace any infringing items with non-infringing ones;
(b) obtain for State the right to continue using the infringing items; or
(c)
modify the infringing item so that they become non-infringing, so long as they
continue to function as specified following the modification.
14.6.2
CANCELLATION OPTION. In every case under 14.6.1, if none of those options can
reasonably be accomplished, or if the continued use of the infringing items is
impracticable, State may cancel the relevant Order or terminate the Contract and
Contractor shall take back the infringing items. If State does cancel the Order or
terminate the Contract, Contractor shall refund to State:
(a) for any software created for State under the Contract, the amount State paid to
Contactor for creating it;
(b) for all other Materials, the net book value of the product provided according to
generally accepted accounting principles; and
(c)
for Services, the amount paid by State or an amount equal to 12 (twelve) months
of charges, whichever is less.
14.6.3. EXCEPTIONS. Contractor will not be liable for any claim of infringement based solely on
any of the following by a State Indemnitee:
(a)
modification or use of Materials other than as contemplated by the Contract or
expressly authorized or proposed by a Contractor Indemnitor;
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 50 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
(b) operation of Materials with any operating software other than that supplied by
Contractor or authorized or proposed by a Contractor Indemnitor; or
(c)
combination or use with other products in a manner not contemplated by the
Contract or expressly authorized or proposed by a Contractor Indemnitor.
14.7
First Party Liability
Limitation
14.7.1
LIMIT. Subject to the provisos that follow below and unless stated otherwise in the
Special Terms and Conditions, State’s and Contractor’s respective first party liability
arising from or related to the Contract is limited to the greater of $1,000,000 (one
million dollars) or 3 (three) times the purchase price of the specific Materials or Services
giving rise to the claim.
14.7.2
PROVISOS. This paragraph 14.7 limits liability for first party direct, indirect, incidental,
special, punitive, and consequential damages relating to the Work regardless of the
legal theory under which the liability is asserted. This paragraph 14.7 does not limit
liability arising from any:
(a) Indemnified Claim against which Contractor has indemnified State Indemnitees
under paragraph 6.3;
(b) claim against which Contractor has indemnified State Indemnitees under
paragraph 6.4; or
(c) provision of the Contract calling for liquidated damages or specifying amounts or
percentages as being at-risk or subject to deduction for performance deficiencies.
14.7.2
PURCHASE PRICE DETERMINATION. If the Contract is for a single-agency and a single
Order (or if no Order applies), then “purchase price” in Subparagraph 14.7.1 above
means the aggregate Contract price current at the time of Contract expiration or earlier
termination, including all change orders or other forms of Contract Amendment having
an effect on the aggregate price through that date. In all other cases, “purchase price”
above means the total price of the Order for the specific equipment, software, or
services giving rise to the claim, and therefore a separate limit will apply to each Order.
14.7.3
NO EFFECT ON INSURANCE. This paragraph does not modify the required coverage
limits, terms, and conditions of, or any insured’s ability to claim against, any insurance
that Contractor is required by the Contract to provide, and Contractor shall obtain
express endorsements that it does not.
14.8
Information
Technology Warranty
14.8.1
SPECIFIED DESIGN. Where the Scope of Work (Section 2-A of the Solicitation) for
information technology Work provides a detailed design specification or sets out
specific performance requirements, Contractor warrants that the Work will provide all
functionality material to the intended use stated in the Contract, provided that, the
foregoing warranty does not extend to any portions of the Materials that are:
(a)
modified or altered by anyone not authorized by Contractor to do so;
(b) maintained in a way inconsistent to any applicable manufacturer
recommendations; or
(c)
operated in a manner not within its intended use or environment.
14.8.2
COTS SOFTWARE. With respect to Materials provided under the Contract that are
commercial-off-the-shelf (COTS) software, Contractor warrants that:
(a)
to the extent possible, it will test the software before delivery using commercially
available virus detection software conforming to current industry standards;
(b) the COTS software will, to the best of its knowledge, at the time of delivery be
free of viruses, backdoors, worms, spyware, malware, and other malicious code
that could hamper performance, collect unlawfully any personally identifiable
information, or prevent products from performing as required by the Contract;
and
Request for Proposals
Solicitation No.
ADSPO18-00008084
Description:
Armed / Unarmed Security Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 11.3 (7/21/2016)
SECTION 2-D: Uniform Terms and Conditions
Date: May 10, 2018
Page 51 of 51 2
A v a i l a b l e o n l i n e a t : P r o c u r e . A Z . g o v
(c)
it will provide a new or clean install of any COTS software that State has reason to
believes contains harmful code.
14.8.3
PAYMENT HAS NO EFFECT. The warranties in this paragraph are not affected by State’s
inspection, testing, or payment.
14.9
Specific Remedies
Unless expressly stated otherwise elsewhere in the Contract, State’s remedy for
breach of warranty under paragraph 14.8 includes, at State’s discretion,
re-performance, repair, replacement, or refund of any amounts paid by State for the
nonconforming Work, plus (in every case) Contractor’s payment of State’s additional,
documented, and reasonable costs to procure materials or services equivalent in
function, capability, and performance at that first called for. For clarification of intent,
the foregoing obligations are limited by the limitation of liability in paragraph 14.7. If
none of the forgoing options can reasonably be effected, or if the use of the materials
by State is made impractical by the nonconformance, then State may seek any remedy
available to it under law.
15.0 Comments Welcome
Separate and apart from this solicitation, the State Procurement Office periodically reviews the Uniform Terms and
Conditions and welcomes any comments the public may have.
The public may submit comments to:
State Procurement Administrator,
State Procurement Office, 100 North 15th Avenue, Suite 201
Phoenix, Arizona, 85007
End of Section 2-D
End of Part 2
Contract Amendment
AZ DEPT. OF ADMINISTRATION
STATE PROCUREMENT OFFICE
100 N. 15TH AVE., STE. 201
PHOENIX, AZ 85007
CONTRACT NO.: ADSPO18-207131
PAGE
1
AMENDMENT NO.: One (1)
OF
1
CONTRACTOR:
STATE AGENCY:
Universal Protection Service LP
DBA Allied Universal Security Services
AZ Department of Administration (ADOA)
State Procurement Office
3030 North Central Avenue, Suite 508
100 N. 15th Ave., Ste.402
Phoenix, AZ 85012
Phoenix, AZ 85007
CONTACT: Chris Vetter
CONTACT: Sherry Meacom
PHONE: (602) 273-0900
PHONE:
(602) 542-7165
EMAIL: govservices@aus.com
EMAIL:
sherry.meacom@azdoa.gov
Armed / Unarmed Security Services
1.
In accordance with the Uniform Terms and Conditions, Paragraph 5.1, Contract Amendments, the Pricing Sheet
is updated to what is shown in ProcureAZ, attached on 07/09/2018, named “Allied Pricing Sheet”.
2.
All other terms, conditions and provisions remain unchanged.
This Contract Amendment is not binding against the State of Arizona unless signed by an authorized representative of
the Contractor and then accepted in writing by an authorized representative of the State.
CONTRACTOR HEREBY ACKNOWLEDGES RECEIPT AND
UNDERSTANDING OF THE ABOVE AMENDMENT.
THE ABOVE REFERENCED CONTRACT AMENDMENT IS
HEREBY EXECUTED THIS DATE BY THE STATE.
SIGNATURE
DATE
SIGNATURE
DATE
Title:
.
Sherry Meacom,
Statewide Procurement Manager
Vice President
7/23/18
07/23/2018
Region 1
Region 2
Region 3
Region 4
UOM
Region 1
Region 2
Region 3
Region 4
VENDOR NOTES
BASIC GUARD - Straight Time
HR
$ 20.37 $ 25.09 $ 23.01 $ 20.24
BASIC GUARD - Shift Differential
HR
$ 20.37 $ 25.09 $ 23.01 $ 20.24
BASIC GUARD - Overtime
HR
$ 30.55 $ 37.64 $ 34.52 $ 30.36
BASIC GUARD - Holiday
HR
$ 20.37 $ 25.09 $ 23.01 $ 20.24
BASIC GUARD - Emergency
HR
N/A
N/A
N/A
N/A
BASIC GUARD - Supervisor
HR
N/A
N/A
N/A
N/A
BASIC GUARD - Supervisor Holiday
HR
N/A
N/A
N/A
N/A
TIER 1 UNARMED GUARD - Straight Time
HR
$ 20.83 $ 25.31 $ 23.24 $ 20.48
TIER 1 UNARMED GUARD - Shift Differential
HR
$ 20.83 $ 25.31 $ 23.24 $ 20.48
TIER 1 UNARMED GUARD - Overtime
HR
$ 31.24 $ 37.96 $ 34.86 $ 30.72
TIER 1 UNARMED GUARD - Holiday
HR
$ 20.83 $ 25.31 $ 23.24 $ 20.48
TIER 1 UNARMED GUARD - Emergency
HR
N/A
N/A
N/A
N/A
TIER 1 UNARMED GUARD - Supervisor
HR
N/A
N/A
N/A
N/A
TIER 1 UNARMED GUARD - Supervisor Holiday
HR
N/A
N/A
N/A
N/A
TIER 2 GUARD ARMED WITH LESS THAN LETHAL WEAPONS GUARD - Straight Time
HR
$ 22.30 $ 28.18 $ 25.41 $ 26.79
TIER 2 GUARD ARMED WITH LESS THAN LETHAL WEAPONS GUARD - Shift Differential
HR
$ 22.30 $ 28.18 $ 25.41 $ 26.79
TIER 2 GUARD ARMED WITH LESS THAN LETHAL WEAPONS GUARD - Overtime
HR
$ 33.44 $ 42.27 $ 38.12 $ 40.19
TIER 2 GUARD ARMED WITH LESS THAN LETHAL WEAPONS GUARD - Holiday
HR
$ 22.30 $ 28.18 $ 25.41 $ 26.79
TIER 2 GUARD ARMED WITH LESS THAN LETHAL WEAPONS GUARD - Emergency
HR
N/A
N/A
N/A
N/A
TIER 2 GUARD ARMED WITH LESS THAN LETHAL WEAPONS GUARD - Supervisor
HR
N/A
N/A
N/A
N/A
TIER 2 GUARD ARMED WITH LESS THAN LETHAL WEAPONS GUARD - Supervisor
Holiday
HR
N/A
N/A
N/A
N/A
TIER 3 ARMED GUARD - Straight Time
HR
$ 26.28 $ 29.76 $ 29.07 $ 27.32
TIER 3 ARMED GUARD - Shift Differential
HR
$ 26.28 $ 29.76 $ 29.07 $ 27.32
TIER 3 ARMED GUARD - Overtime
HR
$ 39.42 $ 44.65 $ 43.60 $ 40.99
TIER 3 ARMED GUARD - Holiday
HR
$ 26.28 $ 29.76 $ 29.07 $ 27.32
TIER 3 ARMED GUARD - Emergency
HR
N/A
N/A
N/A
N/A
TIER 3 ARMED GUARD - Supervisor
HR
N/A
N/A
N/A
N/A
TIER 3 ARMED GUARD - Supervisor Holiday
HR
N/A
N/A
N/A
N/A
**Review the Scope of Work for descriptions and requirements for each
category
Exhibit 1 - Pricing Sheet
ADSPO18-00008084
**See Exhibit A for Regional Map**
**Contractor is not required to make offers for all regions. However, If
Region 1 is selected, Contractor must select at least one additional Region
for coverage.
Maricopa, Gila, and Pinal
Mohave, La Paz, and Yuma
Yavapai, Coconino, Navajo, and Apache
Greenlee, Graham, Pima, Cochise, and Santa Cruz
UNARMED VEHICLE PATROL SERVICES - Straight Time
HR
See notes to pricing for vehicle cost
UNARMED VEHICLE PATROL SERVICES - Shift Differential
HR
See notes to pricing for vehicle cost
UNARMED VEHICLE PATROL SERVICES - Overtime
HR
See notes to pricing for vehicle cost
UNARMED VEHICLE PATROL SERVICES - Holiday
HR
See notes to pricing for vehicle cost
UNARMED VEHICLE PATROL SERVICES - Emergency
HR
See notes to pricing for vehicle cost
ARMED VEHICLE PATROL SERVICES - Straight Time
HR
See notes to pricing for vehicle cost
ARMED VEHICLE PATROL SERVICES - Shift Differential
HR
See notes to pricing for vehicle cost
ARMED VEHICLE PATROL SERVICES - Overtime
HR
See notes to pricing for vehicle cost
ARMED VEHICLE PATROL SERVICES - Holiday
HR
See notes to pricing for vehicle cost
ARMED VEHICLE PATROL SERVICES - Emergency
HR
See notes to pricing for vehicle cost
Patrol Vehicle Onsite Weekly Charge
EA
See notes to pricing for vehicle cost
Patrol Vehicle Onsite Monthly Charge
EA
See notes to pricing for vehicle cost
Golf Cart Onsite Weekly Charge
EA
$57.54/Week
Golf Cart Onsite Monthly Charge
EA
$250/ Month
Porta Potty Onsite Weekly Charge
EA
$200+ per day and higher for weekend use, etc.
Porta Potty Onsite Monthly Charge
EA
$200+ per day and higher for weekend use, etc.
Concierge upcharge for computer literacy
HR
NA
Bilingual upcharge (English and Spanish)
HR
NA
Level 3 Body Armor Upcharge
HR
Providing Level 3 Bullet-proof vest and other armed
equipment in pricing
Tracking software, such as silvertracsoftware.com - monthly charge
EA
$1,800 Each, 8 Cycop total included in the bill rates