ADSPO18-211720 Contract
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6/22/18
Attachment 1
Section 3-B
Offer & Acceptance Form
ADSPO18-00008152
September 1, 2018
August 10, 2018
ADSPO18-211720
6/22/18
Attachment 1
Section 3-B
Offer & Acceptance Form
Douglas A. Ducey
Governor
Gilbert Davidson
Chief Operating
Officer and Interim
Director
ARIZONA DEPARTMENT OF ADMINISTRATION
STATE PROCUREMENT OFFICE
100 NORTH FIFTEENTH AVENUE SUITE 402
PHOENIX, ARIZONA 85007
(602) 542-5511 (main)
http://spo.az.gov
August 10, 2018
Sent via e-mail to: sbourland@cisinphx.com
Re: Award of Contract for Solicitation No. ADSPO18-00008152 for Furniture, Products and Services
Dear Stephanie Bourland,
Thank you for submitting a response to the Request for Proposal Solicitation No. ADSPO18-00008152 for Furniture,
Products and Services. I am pleased to inform you that your company’s offer has been selected for award for the
following categories:
Awarded
Category 1 - Chairs/Seating
x
Category 2 - Free Standing Tables
x
Category 3 - Systems/Modular Furniture
x
Category 4 - Free Standing Desks/Case goods
x
Category 5 - Storage
x
Category 6 - Classroom/Special School Furniture
x
Category 7 - Architectural Walls
x
Category 8 - Health Care Grade Furniture
x
Category 9 - Public Seating for High Traffic Spaces
x
Facility and Logistics for State’s excess furniture needs
The initial contract term shall begin on September 1, 2018
All offers received were evaluated in accordance with the evaluation criteria set forth in the solicitation document.
The procurement file for this solicitation, including evaluation documents and resultant contracts, will be shortly
available for public viewing via the State’s e-Procurement system, ProcureAZ.
In accordance with Special Terms and Conditions, Section 6.2 of the contract and prior to beginning work under the
contract, your company is required to submit a Certificate of Insurance to the State Procurement Office if you have
not already done so. The certificate of insurance shall indicate that your company is in compliance with insurance
requirements contained in the contract. Please submit your certificate of insurance to me no later than August
27, 2018
You are cautioned not to begin any work under this new contract until the Procurement Officer assigned to your
contract has issued a written notice to proceed.
Page 2 of 2
If you have any questions regarding your company’s contract, please contact me at rocky.advani@azdoa.gov or
602.542.0100. Thank you for your response and for your continued interest in doing business with the State of
Arizona.
Sincerely,
Rocky Advani
State Procurement Manager
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and Services
Arizona Department of
Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (02-FEB-2017)
Table of Contents
Page 1 of 42 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
Part 2: Scope, Pricing and Terms and Conditions
Table of Contents
SECTION 2-A: Scope of Work ........................................................................................................................ 2
SECTION 2-B: Pricing Document ................................................................................................................... 7
SECTION 2-C: Special Terms and Conditions ................................................................................................. 9
SECTION 2-D: Uniform Terms and Conditions ............................................................................................ 34
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and Services
Arizona Department of
Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (dd-mmm-2017)
SECTION 2-A: Scope of Work
Page 2 of 42 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
SECTION 2-A: Scope of Work
1.
Introduction:
The State of Arizona, its Agencies, Boards and Commissions (State) as well as Participating Members of the State
Purchasing Cooperative (Cooperative), have an ongoing requirement for various products and services as described
herein. The purpose of this solicitation is to conduct a competitive process, in accordance with Arizona Revised Statutes
(ARS) 41-2501 et seq., to create a contract(s) from which the State and its Cooperative Members may acquire these
products and services. The State of Arizona may choose to standardize their furniture needs during the term of this
contract for optimization and cost savings. This standardization initiative will be limited to state agencies only and not
cooperatives.
2.
Background:
The State desires to establish a Contract Set to supply, install, reconfigure, design and service furniture within the following
categories: Chairs/Seating, Free Standing Tables, Systems/ Modular Furniture, Free Standing Desks/Casegoods, Storage,
Classroom/Special School Furniture, Architectural / Modular Walls, Public seating for high traffic spaces and Health Care Grade
Furniture. Service requirements shall also include warranty, repairs and relocations. The State intends to consider value-
added-reseller, distributor, as well as manufacturer- direct proposals. Based on historical data and anticipated volumes,
the estimated spend under the resultant contract is anticipated between $30 million and $35 million annually ($10M for
State Agencies and $20M-$25M for Coops). However, no guarantee of the actual quantities is implied or expressed by
this solicitation. Requirements shall be based on actual need. Contracts resulting from this solicitation will be used by
multiple eligible agencies with delivery locations throughout the State.
3.
Scope of Products and Services:
Category
Description
1.
Chairs/Seating
Task/Work, Executive, Guest/Side, Ergonomic, Folding, Conference Room, Stackable,
Training Room, Reception/Lounge, Stools, Couches, Auditorium Seating, Theater Seating
(stationary/portable), Other
2.
Free Standing Tables
Height Adjustable tables, Training, Conference Room Tables, Small Office Tables, Side Tables,
Dining Tables, Credenzas, Reception, Laminate, Wood, Steel, Other
3.
Systems/Modular Furniture
Systems Furniture, Fabric Panels-Monolithic, Fabric Panels-Frame and Tile, Organization
Accessories, Lighting, Electrical components, Signage, Ergonomic Products-Monitor Arms,
Keyboard trays, Footrests, Other
4.
Free Standing Desks / Casegoods
Steel Casegoods, Wood Casegoods, Laminate Casegoods, Other
5.
Storage
File Cabinets, Shelves (freestanding/wall mounted), Cabinets, Book Case, Office Storage,
Other
6.
Classroom/Special School Furniture
Desks, Chairs, Tables, Cafeteria, Library, Early Education, Auditorium, Dorm,
Locker Room Furniture, Other
7.
Architectural Walls
Prefabricated walls, steel or aluminum frame, customized
8.
Health Care Grade Furniture
Minimum Grade 3 level healthcare-Sofa’s, Benches, Recliners, Chairs, Bedside Cabinets,
Dining Tables, Gliders, Consoles, Other
9.
Public Seating for High Traffic Spaces
Seating for transportation, judicial, government buildings, healthcare, education, convention
centers, Other
Multiple seat ganged units
Minimal floor contact points for clear site lines and ease of cleanability
Covers or pads can be easily replaced in the field
Optional arms can be placed at any location
Optional power that can be mounted to the units or be an integral part of the
beam
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and Services
Arizona Department of
Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 1.3.1 (dd-mmm-2017)
SECTION 2-A: Scope of Work
Page 3 of 42 2
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The Successful Contractor(s) shall provide a broad range of Furniture Products and Services as well as all necessary
account and delivery services. The Furniture Products and Services under this contract include the actual manufacturer’s
product and all labor, materials, transportation, equipment and other activities for, and reasonably incidental to the
installation, design and configuration of the manufacturer’s product. Offerors shall make available a complete family or
line of business of a manufacturer’s products at a “percent discount off list price.”
3.1
Product Requirements;
Furniture offered in the following categories shall be considered for award. These categories shall be defined
by similar types of products and include all related parts and accessories. Each dealer is requested not to bid
more than 5 manufacturers for each category. A manufacturer authorization letter is required by the State
for each dealer as stated in Section 3.3.3
3.1.1
The State mandates the following product standards:
3.1.1.1
Meet or exceed applicable American National Standards Institute (ANSI) standards,
3.1.1.2
Meet or exceed the Business and Institutional Furniture Manufacturer’s Association
(BIFMA) certification
3.1.1.3
All furniture products must have specific certificates of compliance
3.1.2
The State desires the following product standards:
3.1.2.1
Support Leadership in Energy and Environmental Design (LEED) construction when
applicable.
3.1.2.2
Cradle to Cradle Certified
3.1.2.3
GREENGUARD or GREENGUARD Gold
3.1.3
Items specifically NOT included within this solicitation:
3.1.3.1
Rented products;
3.1.3.2
Sheets, blankets or other linen;
3.1.3.3
Paintings, pictures, false plants/trees or other décor not related to functional furniture;
3.1.3.4
Appliances and electronic equipment except for modular furniture connections and
internal wiring approved by the State;
3.1.3.5
Flooring including raised flooring;
3.1.3.6
Electrical hardwire building connection
3.1.3.7
Lab furniture; and
3.1.3.8
Window coverings: blinds, drapes, etc.
3.2
Service Requirements;
Below are the applicable services that shall be provided in direct correlation with the categories identified in
Scope of Work 3.1 that are being provided by Contractor:
3.2.1
Design:
3.2.1.1
The Customer shall have the option to determine whether design service will be
performed by the Contractor, or in-house. If necessary design service is performed by
agency's in- house staff, the Contractor shall be paid only for programming , furniture
specifications, site dimensions and installation drawing(s), if applicable. Design fees for
installation drawing(s) shall be priced at the same hourly design rate whether a new
installation or an existing installation (reconfiguration type project). It is the Contractor's
responsibility to verify the field measuring data and make revisions to the preliminary
designs provided by the using agency's in-house staff, on which the installation
drawing(s) will be based.
3.2.1.2
For the purpose of reconfiguration type projects, an hourly rate shall be applied for the
payment of design services. The design fee shall include only actual time spent in re-
designing of the workstation(s), time spent doing the CAD drawing(s) and any changes
(one change in drawings included) made to the drawing(s) by the Customer’s authorized
personnel. A complete breakdown of the design fee charges shall be included with the
invoice submitted to the requesting Customer. Failure to submit a detailed invoice for
payment shall authorize the Customer to withhold payment until clarification is made.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and Services
Arizona Department of
Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 1.3.1 (dd-mmm-2017)
SECTION 2-A: Scope of Work
Page 4 of 42 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
3.2.1.3
The following procedure shall be followed when completing design services within the
scope of work of a resultant contract for any requesting Customer:
3.2.1.3.1
Customer’s authorized personnel shall contact the Contractor with the
request to design, supply and install the furniture systems;
3.2.1.3.2
Contractor shall respond to the initial call within forty-eight (48) hours
with setting up a planning meeting with the requesting Customer and
shall provide free consultation regarding the project;
3.2.1.3.3
Based on date provided by the Customer, Contractor shall compile a
tentative work schedule for the completion of the job that shall include
an estimated budget, delivery time and total process time for the project;
3.2.1.3.4
Requesting Customer shall then revise, make corrections if applicable,
and approve the tentative work schedule. Once approved, Customer will
issue a valid purchase order so that Contractor can start design work.
3.2.2
Installation Services: Contractor shall perform all installations as requested by the Customer.
Installation services shall include the following:
3.2.2.1
All receiving, uncrating, inspection, assembly and installation of all furniture and
components and the removal of packing and other wastes from the site;
3.2.2.2
Work shall be performed and completed in accordance with a work schedule developed
and coordinated with the using agency;
3.2.2.3
All necessary fasteners, fittings, hardware, anchors, or other necessary miscellaneous
items, except tools, to successfully install the furniture shall be provided by the
Contractor at no additional cost to the Customer;
3.2.2.4
The Contractor shall supervise, direct the work, and be solely responsible for all
construction requirements, methods, techniques, sequences and procedures, and for
coordinating all portions of the work under the contract;
3.2.2.5
The Contractor shall employ a full-time factory trained supervisor and necessary foremen
and assistants, who shall be in attendance on the project site during the entire
installation period;
3.2.2.6
House Keeping:
3.2.2.6.1
The Contractor shall keep the job site free from accumulation of refuse,
scrap materials and debris at all times. The site shall present a neat and
orderly appearance. All materials shall be removed from the site on a
daily basis, including loading, cartage, hauling and dumping. State
dumpsters are not to be used for disposal of those materials. This will be
at the Contractor’s expense. Final clearing and cleanup shall be done
promptly and properly. If not, the State shall have the right to employ
others and charge the cost to the Contractor, after first giving a three (3)
working day notice of such intent. Final payment shall be withheld, until
the work area is determined acceptable by the State,
3.2.2.6.2
Office areas are to be returned to the original state as before the
installation took place, and
3.2.2.6.3
The Contractor shall take precautions during the installation of any
product not to damage the premises or the property of the ordering
agency. If damages do occur as a result of operations under this contract,
the Contractor is responsible for ensuring that the affected area/item(s)
are returned/restored to their original condition or the Contractor shall
make restitution, as agreed up on by all parties.
3.2.2.7
The Contractor shall be responsible for assuring that all punch list items be corrected
within fourteen (14) days after completion of installation.
3.2.2.8
Modular Furniture Installations specifically:
3.2.2.8.1
The Contractor shall be responsible for ensuring all panels and pieces are
joined correctly and assembled properly according to design
specifications. If the Contractor provided design specifications for a
workspace that does not meet actual furniture placement or
specifications, the Contractor shall correct such differences to the
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and Services
Arizona Department of
Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 1.3.1 (dd-mmm-2017)
SECTION 2-A: Scope of Work
Page 5 of 42 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
Customer’s satisfaction. Examples of discrepancies include but are not
limited to gaps, furniture misalignment, and non-level furniture both
vertical and horizontal. The Contractor is responsible for ensuring design
dimensions match the installation area dimensions to ensure proper fit.
3.2.2.8.2
There are certain facilities across the State where a background check is
required for all contractors performing work-This cost is the
responsibility of the contractor
3.2.3
Disassembly, Relocation, and Reconfiguration Services:
3.2.3.1
Contractor shall include one (1) hourly rate for disassembly, moving, and reconfiguration
services in connection with systems and free standing furniture installations that are not
part of the initial purchase and installation. This rate will serve as the basis for the actual
cost estimate to be submitted when a specific requirement is requested by a using
agency.
3.2.3.2
In the case of reconfiguration projects only the actual working time (in hours) necessary
to complete the job shall be invoiced to the Customer.
3.2.3.3
Contractor shall include an hourly rate or piece rate for cleaning chairs and panels
3.2.4
Repair:
Contractor shall include an hourly rate for repair services on existing furniture no older than ten
(10) years. If a component is broken on a piece of existing (purchased from a previous contract)
furniture this service will allow a Contractor to repair said component for requesting Customer.
3.3
Minimum Requirements;
Along with a quality product, we are looking for Contractors with demonstrated professional integrity, a
longstanding reputation in the furniture industry and specific abilities to supply, install and service furniture
to the State. In forming a long-term relationship with the Successful Contractor(s), some of the qualities we
expect include:
3.3.1
Experience: Dealers with a minimum of five (5) years’ experience reselling, distributing and or
installing office furniture, demonstrating longstanding relationship with manufacturers, in the State
of Arizona. Manufacturers bidding directly need to be in business for at least ten (10) years and
have a proven strong track record of working with State agencies and cooperatives.
3.3.2
Customer Service: The Contractor(s) shall provide a single, local point of contact (and a backup) to
handle questions or problems that may arise throughout the life of a resultant contract. At least
one Customer Service Representative must be available during Contractor’s operating hours.
3.3.3
Manufacturer Authorization Letters:
3.3.3.1
Dealers are required to submit Manufacturer Authorization documentation for each
product line included in their offer. The authorization letters shall be addressed to the State
of Arizona State Procurement Office, attention Rocky Advani, State Procurement Manager
referencing Solicitation No. ADSPO18-00008152. The letters shall state that the
manufacturer will allow said Contractor to distribute their product line for an awarded
contract. The letter will also validate the warranty terms in section 3.3.7
3.3.3.2
Manufacturers who elect to submit a direct offer are requested to submit a list of
authorized dealers, resellers, installers or distributors whom they will utilize throughout the
life of a resultant contract. If the Manufacturer does not have authorized dealers, resellers
or distributors and will provide all products and services direct, this shall be noted within
offer.
3.3.4
Electronic Catalog: The successful Contractor(s) may be required to submit their items list in an
electronic format designated by the State.
3.3.5
General: All furniture, panels and components shall be of a design material and workmanship to
withstand hard, daily usage over an extended life with a minimum of maintenance and repair. All
panels shall stand erect and rest firmly on their bases to assure safety, good appearance, and
provide for a stationary work position. All panels shall be plumb and level. Panels and components
shall have identical range of modularity so that they are interchangeable between workstations.
The system shall be capable of being installed over finished flooring without penetration or
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and Services
Arizona Department of
Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 1.3.1 (dd-mmm-2017)
SECTION 2-A: Scope of Work
Page 6 of 42 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
demarcation or the use of floor fasteners so as to allow for reconfiguration without any floor
patching.
3.3.6
Delivery and Storage:
3.3.6.1
Delivery is defined as transportation of the products from the local distribution site to
the Customers site. Delivery shall be made by drop shipment or delivery with installation,
3.3.6.2
Contractor(s) shall be able to deliver products and services to all State Agencies and
Purchasing Cooperative Members throughout the entire State of Arizona. A timetable
for delivery shall be provided by the Contractor at time of quote;
3.3.6.3
Delivery shall be made within 30 days of receipt of a contract release order/purchase
order on items in stock. For specialty order items or items not considered normal stock,
extended delivery dates may be allowed. In such cases, the extended delivery date shall
be provided at the time of quote;
3.3.6.4
Emergency or rush delivery requests by the Ordering Agency that require special
shipping and handling charges may be at the Ordering Agency’s expense, but only with
prior written approval from the Ordering Agency. Approved emergency or rush delivery
shipping charges shall be added to an invoice as a separate line item.
3.3.6.4.1
In the event an emergency or rush delivery is required as the result of an
error on the Contractor’s part all shipping and handling charges shall be
the responsibility of the Contractor.
3.3.6.5
Contractors are required to hold product up to 45 days without any additional charge if
there are any unforeseen delays outside the control of the purchasing entity
3.3.7
Warranty: The Contractor must warrant the furniture products and materials (excluding fabric)
offered under this contract, as follows: Please note that labor will be included under the
warranty-The State or Cooperatives will not be charged any additional amount when these items
are under warranty
3.3.7.1
Chairs/Seating – Minimum of ten (10) years-structural and mechanical;
3.3.7.2
Free Standing Tables – Minimum of ten (10) years;
3.3.7.2.1
The mechanism for height adjustable tables must be at least seven (7) years
3.3.7.3
Systems / Modular Furniture – Minimum of ten (10) years;
3.3.7.4
Free Standing Desks / Casegoods – Minimum of ten (10) years;
3.3.7.5
Storage - Minimum of ten (10) years;
3.3.7.6
Classroom / Special School Furniture – Minimum of ten (10) years;
3.3.7.7
Architectural Walls – Minimum of ten (10) years; includes product and installation
3.3.7.8
Health Grade Furniture – will vary
3.3.7.9
Public Seating for High Traffic Areas – Minimum of ten (10) years
Products (including parts and components) that fail under normal use as a result of a defect in
design, materials, workmanship, or installation shall be repaired or replaced free of charge
(including labor, delivery, and installation) throughout the warranty period.
Products that require warranty repair or replacement must be repaired or replaced within a
reasonable time frame, or within a time frame that is agreed to in writing. This process is to
ensure
sufficient lead time for ordering warranty parts, components or products during the entire
warranty period.
EXHIBITS TO THE SCOPE DOCUMENT
No Exhibits apply to the Scope of Work.
End of Section 2-A
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and Services
Arizona Department of
Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 1.3.1 (25-OCT-2017)
SECTION 2-B: Pricing Document
Page 7 of 42 2
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SECTION 2-B: Pricing Document
Please fill out the excel spreadsheet for all the Categories you are bidding for-All suppliers are required to fill the first tab-Labor
Rates & Delivery Fees-The Discount % in each of the Categories is the % off the Published List Price for the manufacturers
catalog-The State pricing is expected to be close to GSA pricing where applicable. Please provide your GSA schedule where
applicable for comparative purposes
1.0
Compensation
1.1
FIXED-PRICE. Through the bidding process, a fixed price is determined. This fixed price encompasses all of the
contractors costs for the scope of work and represents the total compensation to the contractor
1.2
CONTRACTED LABOR RATES.
2.0
Reserved
2.1
COST-REIMBURSEMENT.
Reserved
3.0
Pricing
3.1
FIXED-PRICE. Through the bidding process, a fixed price is determined. This fixed price encompasses all the
contractor’s costs for the scope of work and represents the total compensation to the contractor
3.2
UPCHARGES. When required this will be handled on a case by case basis
4.0
Funding
No particular funding considerations apart from paragraph 4.3 of the Uniform Terms and Conditions [Availability of Funds]
have been identified as of the Solicitation date.
5.0
Invoicing
5.1
INVOICES GO TO BUYING ENTITY. Contractor shall submit all billing notices or invoices to the ordering Eligible Agency
or Co-Op Buyer at the address indicated on the applicable Order document.
5.2
MINIMUM INVOICE REQUIREMENTS. Every invoice must include the following information:
Item
Required
Bill-to name and address
Contractor name and contact information
Remit-to address
State contract number
Order number (typically the ProcureAZ PO #)
Invoice number and date
Date the items shipped or services performed
Applicable payment terms
Contract line item number
Contract line item description
Quantity delivered or performed
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and Services
Arizona Department of
Administration
State Procurement
Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 1.3.1 (25-OCT-2017)
SECTION 2-B: Pricing Document
Page 8 of 42 2
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Line item unit of measure
Item price
Extended pricing
Total invoice amount due
5.3
NO INVOICE WITHOUT AUTHORIZATION. Contractor shall not seek payment for any:
1.
Services that have not been authorized.
6.0
Payments
6.1
PAYMENT. The applicable Eligible Agency or Co-Op Buyer shall pay undisputed amounts due to Contractor within the
time period specified in Article 4 of the Uniform Terms and Conditions
6.2
JOINT CHECKS OR DIRECT PAY. applicable Eligible Agency or Co-Op Buyer may, but is under no obligation to, pay by
joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s requested
payment is owed.
6.3
RECOVERY OF OVER-PAYMENT. If applicable Eligible Agency or Co-Op Buyer determines that an over-payment has
been made to Contractor on any prior invoice, it shall inform Contractor of the amount and date of the over-payment
and may deduct the over-paid amount from amounts then or thereafter due to Contractor.
6.4
PAYMENTS TO SUBCONTRACTORS. Contractor shall make payment of all undisputed amounts due to Subcontractors
within thirty (30) days of receipt of funds from applicable Eligible Agency or Co-Op Buyer applicable to their services.
6.5
AUTOMATED CLEARING HOUSE. applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all Orders
through an Automated Clearing House (ACH). In order to receive payments in this manner from Eligible Agencies,
Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days after the
effective date of the Contract. The form is available online at:
https://gao.az.gov/afis/vendor-information
7.0
Exhibits to the Pricing Document
None
Please note that in order for Offeror to be susceptible, there must be a $1.00 response under Unit Cost on the Items Tab in ProcureAZ
End of Section 2-B
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 9 of 42 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.
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:
the Solicitation required Offeror to submit as part of the relevant Offer
(e.g., Initial Offer, Revised Offer, or BAFO);
was attached to an Offer when submitted; and
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.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 10 of 42 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
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”.
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.
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
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 11 of 42 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 and how State will use it. The Special Terms and Conditions provide that information.
Any of the following is to be construed as being an “Order”:
1.
“Release” or “Release Purchase Order” in ProcureAZ;
“task order”, “service order,” or “job order” when a Release Purchase Order for Services
has already been committed in ProcureAZ; or
“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 or Co-Op Buyer 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.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 12 of 42 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
1.33
State Fiscal Year
“State Fiscal Year” means the period beginning each July 1 and ending each June 30.
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 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
Usage
1.
Where the Contract:
2.
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;
3.
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;
4.
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.
5.
uses the term “must” with respect to a requirement, criterion, etc., the term is to be
interpreted as conveying compulsion or strict necessity, and is to be read as though
written “must, if [the subject] is to be entitled to have [the object] considered or
credited as being compliant with, conforming to, or satisfying [the requirement,
criterion, constraint, etc.], otherwise, [the object] will be considered or debited as
being non-compliant, non-conforming, or unsatisfactory for its Contract-related
purposes” in every instance;
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 13 of 42 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
6.
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
7.
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.
2.3
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.
2.4
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.
2.5
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.
2.6
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.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 14 of 42 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
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 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:
2.
extension of the term of the Contract within the maximum aggregate term;
3.
revision to Procurement Officer appointment or contact information; or
4.
modifications of a clerical nature that have no effect on terms, conditions, price,
scope, or other material aspect of the Contract.
In every case other than those listed in (1), (2), and (3) above, both parties’ 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
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 15 of 42 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
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.
“Government Purpose Rights” are:
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;
the right to release or disclose that work product to third parties for any
State government purpose; and
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 16 of 42 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 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.
“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:
4.1. any derivative works of such pre-existing material or elements thereof that
are created pursuant to the Contract are part of that work product;
4.2. 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
4.3. 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.
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.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 17 of 42 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
3.12
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. For clarity
of intent, the foregoing applies equally whether an Eligible Agency issues the Order or, if
applicable, a Co-Op Buyer issues it.
3.14.6 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
Statewide Contract
Provisions
If the Special Terms and Conditions indicate that the Contract is for statewide use, then
the following provisions apply:
5.
Contractor shall verify if an ordering entity is a bona fide Co-Op Buyer before
selling Materials to or providing Services for them under the Contract. The current
list of Co-Op Buyers is available on the State Procurement Office website:
https://spo.az.gov/procurement-services/cooperative-procurement/state-purchasing-
cooperative
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 18 of 42 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
6.
Contractor shall sell to Co-Op Buyers at the same price and on the same lead times
and other terms and conditions under which it sells to Eligible Agencies, with the
sole exception of any legitimately additional costs for extraordinary shipping or
delivery requirements if the Co-Op Buyer is having Materials delivered or installed
or Services performed at locations not contemplated in the contracted pricing (e.g.
delivery to a location outside Arizona).
7.
Contractor shall pay State an administrative fee against all Contract sales to Co-Op
Buyers, as provided for under A.R.S. § 41-2633. The fee rate is specified in the
Special Terms and Conditions. Failure to remit the administrative fees is a material
breach of contract, and will entitle State to its remedies under Article 8 and its
right to terminate for default under Article 9. Method of calculation, payment
procedures, and other details are provided on the State Procurement Office
website:
https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee
8.
Contractor shall submit to State a quarterly usage report documenting all Contract
sales to both Eligible Agencies and Co-Op Buyers, itemized separately. Contractor
shall further itemize divisions, groups or areas within a given Eligible Agency if they
place Orders independently of each other. Failure to submit the report is a material
breach of contract, and will entitle State to its remedies under Article 8 and its
right to terminate for default under Article 9. Contractor shall submit the report
using the forms and following the instructions on the State Procurement Office
website:
https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee
9.
Contractor shall acknowledge each Order from Eligible Agencies within 1 (one)
business day after receipt by either: (a) “approving” the Order electronically in
ProcureAZ, which will indicate Contractor’s unqualified acceptance of the Order
as-issued; or (b) “rejecting” the Order electronically in ProcureAZ, with a
concurrent explanation by email to relevant originator as to the reason for
rejecting it. By way of reminder, the only grounds on which Contractor may reject
or refuse an Order are those set out in subparagraph 3.14.3 [Orders are
Obligatory]. Unless and until Contractor has approved the Order in ProcureAZ,
it will have no effect under the Contract and will not oblige either State or
Contractor. If the relevant Eligible Agency explicitly instructs at the time that a
verbal acceptance is sufficient because of urgency or other unusual circumstances
and Contractor duly gives its verbal acceptance, then Contractor will be deemed to
have accepted the Order immediately upon commencing performance, provided
that, Contractor must follow-up its verbal acceptance by accepting the Purchase
Order electronically in ProcureAZ within 3 (three) business days. Contractor shall
thereafter be barred from subsequently rejecting the Order in ProcureAZ and if it
does so the rejection will be void.
10. Contractor shall acknowledge each Order from Co-Op Buyers in conformance with
each buyer’s instructions given at the time of ordering or in any supplemental
participating agreement Contractor might have with them. Orders from Co-Op
Buyers create no obligation on State’s part, since they are entirely between the Co-
Op Buyer and Contractor. That notwithstanding, Contractor’s obligation under the
Contract is to service Co-Op Buyers commercially as though they were with an
Eligible Agency, and Contractor’s refusal to do so would be a material breach of the
Contract.
3.16
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 issued by Co-Op
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 19 of 42 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
Buyers will be in whatever form the Co-Op Buyer normally uses. Regardless of origin,
Orders must cite the State contract number to be valid. State may, at its discretion in each
instance, determine the scope, schedule, and price for each Order in any of the following
ways:
11. 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.
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.
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.
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.
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].
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 20 of 42 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
3.19
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 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 or Co-Op Buyer (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 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 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
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 21 of 42 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
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 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 and subcontractors shall procure and maintain, until all of their obligations have
been discharged, including any warranty periods under this Contract, are satisfied, insurance
against claims for injury to persons or damage to property arising from, or in connection with,
the performance of the work hereunder by the Contractor, his agents, representatives,
employees or subcontractors.
The Insurance Requirements herein are minimum requirements for this Contract and in no way,
limit the indemnity covenants contained in this Contract. The State of Arizona in no way
warrants that the minimum limits contained herein are sufficient to protect the Contractor from
liabilities that arise out of the performance of the work under this Contract by the Contractor, its
agents, representatives, employees or subcontractors, and the Contractor is free to purchase
additional insurance.
MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide coverage with limits of
liability not less than those stated below.
1. Commercial General Liability (CGL) – Occurrence Form
Policy shall include bodily injury, property damage, personal injury and broad form
contractual liability coverage
General Aggregate $2,000,000
Products – Completed Operations Aggregate $1,000,000
Personal and Advertising Injury $1,000,000
Blanket Contractual Liability – Written and Oral $1,000,000
Damage to Rented Premises (Fire Legal Liability) $50,000
Each Occurrence $1,000,000
a.
The policy shall be endorsed, as required by this written agreement, to include
the State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees as additional insureds
with respect to liability arising out of the activities performed by or on behalf of
the Contractor.
b.
Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by or on behalf of the
Contractor.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 22 of 42 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. Business Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles
used in the performance of this Contract.
Combined Single Limit (CSL) $1,000,000
a.
Policy shall be endorsed, as required by this written agreement, to include the
State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees as additional insureds
with respect to liability arising out of the activities performed by, or on behalf
of, the Contractor involving automobiles owned, hired and/or non-owned by
the Contractor.
b.
Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by or on behalf of the
Contractor.
3. Worker’s Compensation and Employers’ Liability
Workers’ Compensation Statutory
Employers’ Liability
Each Accident $1,000,000
Disease – Each Employee $1,000,000
Disease – Policy Limit $1,000,000
a.
Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by or on behalf of the
Contractor.
b.
This requirement shall not apply to: Separately, EACH contractor or
subcontractor that is exempt under A.R.S. 23-901, AND when such contractor or
subcontractor executes the appropriate waiver form (Sole Proprietor or
Independent Contractor).
4. Professional Liability (Errors and Omissions Liability)
Each Claim $ 2,000,000
Annual Aggregate $ 2,000,000
a.
In the event that the Professional Liability insurance required by this Contract is
written on a claims-made basis, the Contractor warrants that any retroactive
date under the Policy shall precede the effective date of this Contract and that
either continuous coverage will be maintained or an extended discovery period
will be exercised for a period of two (2) years beginning at the time work under
this Contract is completed.
b.
The Policy shall cover professional misconduct or lack of ordinary skill for those
positions defined in the Scope of Work of this Contract.
ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include, or be endorsed to include,
as required by this written agreement, the following provisions:
a.
The Contractor's policies, as applicable, shall stipulate that the insurance
afforded the Contractor shall be primary and that any insurance carried by the
Department, its agents, officials, employees or the State of Arizona shall be
excess and not contributory insurance, as provided by A.R.S. § 41-621 (E).
b.
Insurance provided by the Contractor shall not limit the Contractor’s liability
assumed under the indemnification provisions of this Contract.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 23 of 42 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
NOTICE OF CANCELLATION: Applicable to all insurance policies required within the Insurance
Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be
suspended, be canceled, or be materially changed for any reason without thirty (30) days prior
written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must
provide notice to the State of Arizona if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such
notice shall be sent directly to the Department and shall be electronically submitted via email to
AZStateContractCOI@azdoa.gov and rocky.advani@azdoa.gov (State of Arizona, State
Procurement Office, 100 N 15th Ave, Suite 402, Phoenix AZ 85007).
ACCEPTABILITY OF INSURERS: Contractor’s insurance shall be placed with companies licensed in
the State of Arizona or hold approved non-admitted status on the Arizona Department of
Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of
not less than A- VII. The State of Arizona in no way warrants that the above-required minimum
insurer rating is sufficient to protect the Contractor from potential insurer insolvency.
VERIFICATION OF COVERAGE: Contractor shall furnish the State of Arizona with certificates of
insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that
Contractor has the insurance as required by this Contract. An authorized representative of the
insurer shall sign the certificates.
1. All such certificates of insurance and policy endorsements must be received by the State
before work commences. The State’s receipt of any certificates of insurance or policy
endorsements that do not comply with this written agreement shall not waive or
otherwise affect the requirements of this agreement.
2. Each insurance policy required by this Contract must be in effect at, or prior to,
commencement of work under this Contract. Failure to maintain the insurance policies
as required by this Contract, or to provide evidence of renewal, is a material breach of
contract.
3. All certificates required by this Contract shall be sent directly to (Rocky Advani, 100 N
15th Ave, Suite 402, Phoenix AZ 85007). The State of Arizona project/contract number
and project description shall be noted on the certificate of insurance. The State of
Arizona reserves the right to require complete copies of all insurance policies required
by this Contract at any time. DO NOT SEND CERTIFICATES OF INSURANCE TO THE STATE
OF ARIZONA'S RISK MANAGEMENT DIVISION.
SUBCONTRACTORS: Contractors’ certificate(s) shall include all subcontractors as insureds under
its policies or Contractor shall be responsible for ensuring and/or verifying that all
subcontractors have valid and collectable insurance as evidenced by the certificates of insurance
and endorsements for each subcontractor. All coverages for subcontractors shall be subject to
the minimum insurance requirements identified above. The State reserves the right to require,
at any time throughout the life of the Contract, proof from the Contractor that its
subcontractors have the required coverage.
APPROVAL and MODIFICATIONS: The Contracting Agency, in consultation with State Risk,
reserves the right to review or make modifications to the insurance limits, required coverages,
or endorsements throughout the life of this contract, as deemed necessary. Such action will not
require a formal Contract amendment but may be made by administrative action.
EXCEPTIONS: In the event the Contractor or sub-contractor(s) is/are a public entity, then the
Insurance Requirements shall not apply. Such public entity shall provide a Certificate of Self-
Insurance. If the contractor or sub-contractor(s) is/are a State of Arizona agency, board,
commission, or university, none of the above shall apply.
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
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 24 of 42 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
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.
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:
1.
State shall provide reasonable and timely notification to Contractor of any claim
for which Contractor may be liable under this paragraph;
2.
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;
3.
State may elect to participate in such action at its own expense; and
4.
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 7.7 [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
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 25 of 42 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 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 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 Warranties
7.1
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.
7.2
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.
7.3
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.
7.4
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.
7.5
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.
7.6
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.
7.7
Performance in Public
Health Emergency
Contractor warrants that it will:
12.
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
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 26 of 42 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
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
13.
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 force majeure that is a declared public health
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.
7.8
Lobbying
7.11.1
PROHIBITION.
Contractor warrants that:
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
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.
Contractor shall implement and maintain adequate controls to assure compliance
with (a) above.
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.
7.9
Survival of
Warranties
All representations and warrants made by Contractor under the Contract will survive
the expiration or earlier termination of the Contract.
8 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
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 27 of 42 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
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.
9Contract 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.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 28 of 42 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
9.6
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.
10 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 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, and Co-Op Buyers if applicable, 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, and Co-Op Buyers if
applicable.
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
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 29 of 42 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
requires showing how prices at which sales are currently or 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 7 (seven) business days after receiving each
Order.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 30 of 42 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:
1.
if the Contract is for a single State agency in a single area, then Contractor shall
deliver to any agency location in that area;
2.
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;
3.
if the Contract is for statewide use but excludes certain areas, then Contractor
shall deliver to any Eligible Agency or Co-Op Buyer location that is not in the
excluded areas; and
4.
if the Contract is for unrestricted statewide use, then:
a.
Contractor shall deliver to any Eligible Agency or Co-Op Buyer
anywhere in Arizona;
b.
if the Pricing 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.
1.
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.
2.
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.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 31 of 42 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.
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
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:
1.
pay Contractor for any portion of the Materials and Services from that Order that
have been properly delivered or performed as of the cancellation effective date
plus 1 (one) additional business day;
2.
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
3.
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.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 32 of 42 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
11.20
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
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 Data and Information Handling
12.1
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.
12.2
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:
1.
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
2.
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.
12.3
Personally Identifiable
Information.
Without limiting the generality of paragraph 12.2, 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:
1.
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
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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-C: Special Terms and Conditions
Page 33 of 42 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.
“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
12.4
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:
1.
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 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;
2.
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
3.
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
12.5
Section 508
Compliance
Unless specifically authorized in the Contract, any electronic or information technology
offered to the State of Arizona under this Contract shall comply with A.R.S. § 18-131 and §
18-132 and Section 508 of the Rehabilitation Act of 1973, which requires that employees
and members of the public shall have access to and use of information technology that is
comparable to the access and use by employees and members of the public who are not
individuals with disabilities.
End of Section 2-C
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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
Page 34 of 42 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
SECTION 2-D: Uniform Terms and Conditions
1.0 Definition of Terms
As used in the Contract, the terms listed below are defined as follows:
1.1
Attachment
“Attachment” means any item the solicitation requires the Offeror to submit as part of the
Offer.
1.2
Contract
“Contract” means the combination of the Solicitation, including the Uniform and Special
Instructions to Offerors, the Uniform and Special Terms and Conditions, and the
Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers;
and any Solicitation Amendments or Contract Amendments.
1.3
Contract
Amendment
"Contract Amendment" means a written document signed by the Procurement Officer that
is issued for the purpose of making changes in the Contract.
1.4
Contractor
“Contractor” means any Person who has a Contract with the State.
1.5
Days
“Days” means calendar days unless otherwise specified.
1.6
Exhibit
“Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits
section of the Solicitation.
1.7
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.
1.8
Materials
“Materials” means 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.
1.9
Procurement
Officer
“Procurement Officer” means the person, or his or her designee, duly authorized by the
State to enter into and administer Contracts and make written determinations with respect
to the Contract.
1.10
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.
1.11
State
“State” means the State of Arizona and Department or Agency of the State that executes
the Contract.
1.12
State Fiscal Year
“State Fiscal Year” means the period beginning with July 1 and ending June 30.
1.13
Subcontract
“Subcontract” means any Contract, express or implied, between the 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 material or any service required for the
performance of the Contract.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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
Page 35 of 42 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
2.0 Contract Interpretation
2.1
Arizona Law
The Arizona law applies to this Contract including, where applicable, the Uniform
Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code,
Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona
Administrative Code (A.A.C.) Title 2, Chapter 7.
2.2
Implied Terms
Each provision of law and any terms required by law to be in this Contract are a part of this
Contract as if fully stated in it.
2.3
Contract Order
of Precedence
In the event of a conflict in the provisions of the Contract, as accepted by the State and as
they may be amended, the following shall prevail in the order set forth below:
2.3.1. Special Terms and Conditions;
2.3.2. Uniform Terms and Conditions;
2.3.3. Statement or Scope of Work;
2.3.4. Specifications;
2.3.5. Attachments;
2.3.6. Exhibits;
2.3.7. Documents referenced or included in the Solicitation.
2.4
Relationship of
Parties
The Contractor under this Contract is an independent Contractor. Neither party to this
Contract shall be deemed to be the employee or agent of the other party to the Contract.
2.5
Severability
The provisions of this Contract are severable. Any term or condition deemed illegal or
invalid shall not affect any other term or condition of the Contract.
2.6
No Parole Evidence
This Contract is intended by the parties as a final and complete expression of their
agreement. No course of prior dealings between the parties and no usage of the trade shall
supplement or explain any terms used in this document and no other understanding either
oral or in writing shall be binding.
2.7
No Waiver
Either party’s failure to insist on strict performance of any term or condition of the
Contract shall not be deemed a waiver of that term or condition even if the party accepting
or acquiescing in the nonconforming performance knows of the nature of the performance
and fails to object to it.
3.0 Contract Administration and Operation
3.1
Records
Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually
require each subcontractor to retain all data and other “records” relating to the acquisition
and performance of the Contract for a period of five years after the completion of the
Contract. All records shall be subject to inspection and audit by the State at reasonable
times. Upon request, the Contractor shall produce a legible copy of any or all such records.
3.2
Non-Discrimination
The Contractor shall comply with State Executive Order No. 2009-09 and all other
applicable Federal and State laws, rules and regulations, including the Americans with
Disabilities Act.
3.3
Audit
Pursuant to ARS § 35-214, at any time during the term of this Contract and five (5) years
thereafter, the Contractor’s or any subcontractor’s books and records shall be subject to
audit by the State and, where applicable, the Federal Government, to the extent that the
books and records relate to the performance of the Contract or Subcontract.
3.4
Facilities Inspection
The Contractor agrees to permit access to its facilities, subcontractor facilities and the
Contractor’s processes or services, at reasonable times for inspection of the facilities or
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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
Page 36 of 42 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
and Materials
Testing
materials covered under this Contract. The State shall also have the right to test, at its own
cost, the materials to be supplied under this Contract. Neither inspection of the
Contractor’s facilities nor materials testing shall constitute final acceptance of the
materials or services. If the State determines noncompliance of the materials, the
Contractor shall be responsible for the payment of all costs incurred by the State for
testing and inspection.
3.5
Notices
Notices to the Contractor required by this Contract shall be made by the State to the
person indicated on the Offer and Acceptance form submitted by the Contractor unless
otherwise stated in the Contract. Notices to the State required by the Contract shall be
made by the Contractor to the Solicitation Contact Person indicated on the Solicitation
cover sheet, unless otherwise stated in the Contract. An authorized Procurement Officer
and an authorized Contractor representative may change their respective person to whom
notice shall be given by written notice to the other and an amendment to the Contract
shall not be necessary.
3.6
Advertising,
Publishing and
Promotion of
Contract
The Contractor shall not use, advertise or promote information for commercial benefit
concerning this Contract without the prior written approval of the Procurement Officer.
3.7
Property of the State
Any materials, including reports, computer programs and other deliverables, created under
this Contract are the sole property of the State. The Contractor is not entitled to a patent
or copyright on those materials and may not transfer the patent or copyright to anyone
else. The Contractor shall not use or release these materials without the prior written
consent of the State.
3.8
Ownership of
Intellectual Property
Any and all intellectual property, including but not limited to copyright, invention,
trademark, trade name, service mark, and/or trade secrets created or conceived pursuant
to or as a result of this contract and any related subcontract (“Intellectual Property”), shall
be work made for hire and the State shall be considered the creator of such Intellectual
Property. The agency, department, division, board or commission of the State of Arizona
requesting the issuance of this contract shall own (for and on behalf of the State) the
entire right, title and interest to the Intellectual Property throughout the world. Contractor
shall notify the State, within thirty (30) days, of the creation of any Intellectual Property by
it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor(s), agrees to
execute any and all document(s) necessary to assure ownership of the Intellectual Property
vests in the State and shall take no affirmative actions that might have the effect of vesting
all or part of the Intellectual Property in any entity other than the State. The Intellectual
Property shall not be disclosed by contractor or its subcontractor(s) to any entity not the
State without the express written authorization of the agency, department, division, board
or commission of the State of Arizona requesting the issuance of this contract.
3.9
Federal Immigration
and Nationality Act
The contractor shall comply with all federal, state and local immigration laws and
regulations relating to the immigration status of their employees during the term of the
contract. Further, the contractor shall flow down this requirement to all subcontractors
utilized during the term of the contract. The State shall retain the right to perform random
audits of contractor and subcontractor records or to inspect papers of any employee
thereof to ensure compliance. Should the State determine that the contractor and/or any
subcontractors be found noncompliant, the State may pursue all remedies allowed by law,
including, but not limited to; suspension of work, termination of the contract for default
and suspension and/or debarment of the contractor.
3.10
E-Verify
Requirements
In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal
immigration laws and regulations relating to employees and warrants its compliance with
Section A.R.S. § 23-214, Subsection A.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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
Page 37 of 42 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
3.11
Offshore
Performance of
Work Prohibited.
Any services that are described in the specifications or scope of work that directly serve
the State of Arizona or its clients and involve access to secure or sensitive data or personal
client data shall be performed within the defined territories of the United States. Unless
specifically stated otherwise in the specifications, this paragraph does not apply to indirect
or 'overhead' services, redundant back-up services or services that are incidental to the
performance of the contract. This provision applies to work performed by subcontractors
at all tiers.
4.0 Costs and Payments
4.1
Payments
Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon
receipt and acceptance of goods or services, the Contractor shall submit a complete and
accurate invoice for payment from the State within thirty (30) days.
4.2
Delivery
4.3
Applicable Taxes
Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination and shall
include all freight delivery and unloading at the destination.
4.3.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.
4.3.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all
applicable state and local transaction privilege taxes. Transaction privilege taxes
apply to the sale and are the responsibility of the seller to remit. Failure to collect
such taxes from the buyer does not relieve the seller from its obligation to remit
taxes.
4.3.3. Tax Indemnification. Contractor and all subcontractors shall pay all Federal, state and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall, and require all subcontractors to hold the State harmless from any
responsibility for taxes, damages and interest, if applicable, contributions required
under Federal, and/or state and local laws and regulations and any other costs
including transaction privilege taxes, unemployment compensation insurance, Social
Security and Worker’s Compensation.
4.3.4. IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S.
W9 Form on file with the State of Arizona, unless not required by law.
4.4
Availability of Funds
for the Next State
fiscal year
4.5
Availability of Funds
for the current State
fiscal year
Funds may not presently be available for performance under this Contract beyond the
current state fiscal year. No legal liability on the part of the State for any payment may
arise under this Contract beyond the current state fiscal year until funds are made
available for performance of this Contract.
Should the State Legislature enter back into session and reduce the appropriations or for
any reason and these goods or services are not funded, the State may take any of the
following actions:
4.5.1. Accept a decrease in price offered by the contractor;
4.5.2. Cancel the Contract; or
4.5.3. Cancel the contract and re-solicit the requirements
5.0 Contract Changes
5.1
Amendments
This Contract is issued under the authority of the Procurement Officer who signed this
Contract. The Contract may be modified only through a Contract Amendment within the
scope of the Contract. Changes to the Contract, including the addition of work or materials,
the revision of payment terms, or the substitution of work or materials, directed by a
person who is not specifically authorized by the procurement officer in writing or made
unilaterally by the Contractor are violations of the Contract and of applicable law. Such
changes, including unauthorized written Contract Amendments shall be void and without
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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
Page 38 of 42 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
effect, and the Contractor shall not be entitled to any claim under this Contract based on
those changes.
5.2
Subcontracts
The Contractor shall not enter into any Subcontract under this Contract for the
performance of this contract without the advance written approval of the Procurement
Officer. The Contractor shall clearly list any proposed subcontractors and the
subcontractor’s proposed responsibilities. The Subcontract shall incorporate by reference
the terms and conditions of this Contract.
5.3
Assignment and
Delegation
The Contractor shall not assign any right nor delegate any duty under this Contract without
the prior written approval of the Procurement Officer. The State shall not unreasonably
withhold approval.
6.0 Risk and Liability
6.1
Risk of Loss
The Contractor shall bear all loss of conforming material covered under this Contract until
received by authorized personnel at the location designated in the purchase order or
Contract. Mere receipt does not constitute final acceptance. The risk of loss for
nonconforming materials shall remain with the Contractor regardless of receipt.
6.2
Indemnification
6.2.1. Contractor/Vendor Indemnification (Not Public Agency) The parties to this contract
agree that the State of Arizona, its departments, agencies, boards and commissions
shall be indemnified and held harmless by the contractor for the vicarious liability of
the State as a result of entering into this contract. However, the parties further agree
that the State of Arizona, its departments, agencies, boards and commissions shall be
responsible for its own negligence. Each party to this contract is responsible for its
own negligence.
6.2.2. Public Agency Language Only 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."
6.3
Indemnification –
Patent and Copyright
The Contractor shall indemnify and hold harmless the State against any liability, including
costs and expenses, for infringement of any patent, trademark or copyright arising out of
Contract performance or use by the State of materials furnished or work performed under
this Contract. The State shall reasonably notify the Contractor of any claim for which it may
be liable under this paragraph. If the contractor is insured pursuant to A.R.S. § 41-621 and
§ 35-154, this section shall not apply.
6.4
Force Majeure
6.4.1 Except for payment of sums due, neither party shall be liable to the other nor deemed
in default under this Contract if and to the extent that such party’s performance of this
Contract is prevented by reason of force majeure. The term “force majeure” means an
occurrence that is beyond the control of the party affected and occurs without its fault
or negligence. Without limiting the foregoing, force majeure includes acts of God; acts
of the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire;
flood; lockouts; injunctions-intervention-acts; or failures or refusals to act by
government authority; and other similar occurrences beyond the control of the party
declaring force majeure which such party is unable to prevent by exercising reasonable
diligence.
6.4.2. Force Majeure shall not include the following occurrences:
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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
Page 39 of 42 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
6.4.2.1. Late delivery of equipment or materials caused by congestion at a
manufacturer’s plant or elsewhere, or an oversold condition of the market;
6.4.2.2. Late performance by a subcontractor unless the delay arises out of a force
majeure occurrence in accordance with this force majeure term and condition;
or
6.4.2.3. Inability of either the Contractor or any subcontractor to acquire or maintain
any required insurance, bonds, licenses or permits.
6.4.3. If either party is delayed at any time in the progress of the work by force majeure, the
delayed party shall notify the other party in writing of such delay, as soon as is
practicable and no later than the following working day, of the commencement thereof
and shall specify the causes of such delay in such notice. Such notice shall be delivered
or mailed certified-return receipt and shall make a specific reference to this article,
thereby invoking its provisions. The delayed party shall cause such delay to cease as
soon as practicable and shall notify the other party in writing when it has done so. The
time of completion shall be extended by Contract Amendment for a period of time
equal to the time that results or effects of such delay prevent the delayed party from
performing in accordance with this Contract.
6.4.4. Any delay or failure in performance by either party hereto shall not constitute default
hereunder or give rise to any claim for damages or loss of anticipated profits if, and to
the extent that such delay or failure is caused by force majeure.
6.5
Third Party Antitrust
Violations
The Contractor assigns to the State any claim for overcharges resulting from antitrust
violations to the extent that those violations concern materials or services supplied by third
parties to the Contractor, toward fulfillment of this Contract.
7.0 Warranties
7.1
Liens
The Contractor warrants that the materials supplied under this Contract are free of liens
and shall remain free of liens.
7.2
Quality
Unless otherwise modified elsewhere in these terms and conditions, the Contractor
warrants that, for one year after acceptance by the State of the materials, they shall be:
7.2.1. Of a quality to pass without objection in the trade under the Contract description;
7.2.2. Fit for the intended purposes for which the materials are used;
7.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and
quality within each unit and among all units;
7.2.4. Adequately contained, packaged and marked as the Contract may require; and
7.2.5. Conform to the written promises or affirmations of fact made by the Contractor.
7.3
Fitness
The Contractor warrants that any material supplied to the State shall fully conform to all
requirements of the Contract and all representations of the Contractor, and shall be fit for
all purposes and uses required by the Contract.
7.4
Inspection/Testing
The warranties set forth in subparagraphs 7.1 through 7.3 of this paragraph are not
affected by inspection or testing of or payment for the materials by the State.
7.5
Compliance
with Laws
The materials and services supplied under this Contract shall comply with all applicable
Federal, state and local laws, and the Contractor shall maintain all applicable license and
permit requirements.
7.6
Survival of Rights
and Obligations after
Contract Expiration
or Termination
7.6.1. Contractor's Representations and Warranties. All representations and warranties
made by the Contractor under this Contract shall survive the expiration or
termination hereof. In addition, the parties hereto acknowledge that pursuant to
A.R.S. § 12-510, except as provided in A.R.S. § 12-529, the State is not subject to or
barred by any limitations of actions prescribed in A.R.S., Title 12, Chapter 5.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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
Page 40 of 42 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
7.6.2. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of
the Contract, fully perform and shall be obligated to comply with all purchase orders
received by the Contractor prior to the expiration or termination hereof, unless
otherwise directed in writing by the Procurement Officer, including, without
limitation, all purchase orders received prior to but not fully performed and satisfied
at the expiration or termination of this Contract.
8.0 State's Contractual Remedies
8.1
Right to
Assurance
If the State in good faith has reason to believe that the Contractor does not intend to, or is
unable to perform or continue performing under this Contract, the Procurement Officer
may demand in writing that the Contractor give a written assurance of intent to perform.
Failure by the Contractor to provide written assurance within the number of Days specified
in the demand may, at the State’s option, be the basis for terminating the Contract under
the Uniform Terms and Conditions or other rights and remedies available by law or
provided by the contract.
8.2
Stop Work Order
8.2.1. The State may, at any time, by written order to the Contractor, require the
Contractor to stop all or any part, of the work called for by this Contract for period(s)
of days indicated by the State after the order is delivered to the Contractor. The
order shall be specifically identified as a stop work order issued under this clause.
Upon receipt of the order, the Contractor shall immediately comply with its terms
and take all reasonable steps to minimize the incurrence of costs allocable to the
work covered by the order during the period of work stoppage.
8.2.2. If a stop work order issued under this clause is canceled or the period of the order or
any extension expires, the Contractor shall resume work. The Procurement Officer
shall make an equitable adjustment in the delivery schedule or Contract price, or
both, and the Contract shall be amended in writing accordingly.
8.3
Non-exclusive
Remedies
The rights and the remedies of the State under this Contract are not exclusive.
8.4
Nonconforming
Tender
Materials or services supplied under this Contract shall fully comply with the Contract. The
delivery of materials or services or a portion of the materials or services that do not fully
comply constitutes a breach of contract. On delivery of nonconforming materials or
services, the State may terminate the Contract for default under applicable termination
clauses in the Contract, exercise any of its rights and remedies under the Uniform
Commercial Code, or pursue any other right or remedy available to it.
8.5
Right of Offset
The State shall be entitled to offset against any sums due the Contractor, any expenses or
costs incurred by the State, or damages assessed by the State concerning the Contractor’s
non-conforming performance or failure to perform the Contract, including expenses, costs
and damages described in the Uniform Terms and Conditions.
9.0 Contract Termination
9.1
Cancellation for
Conflict of Interests
Pursuant to A.R.S. § 38-511, the State may cancel this Contract within three (3) years after
Contract execution without penalty or further obligation if any person significantly
involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of
the State is or becomes at any time while the Contract or an extension of the Contract is in
effect an employee of or a consultant to any other party to this Contract with respect to
the subject matter of the Contract. The cancellation shall be effective when the Contractor
receives written notice of the cancellation unless the notice specifies a later time. If the
Contractor is a political subdivision of the State, it may also cancel this Contract as
provided in A.R.S. § 38-511.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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
Page 41 of 42 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
9.2
Gratuities
The State may, by written notice, terminate this Contract, in whole or in part, if the State
determines that employment or a Gratuity was offered or made by the Contractor or a
representative of the Contractor to any officer or employee of the State for the purpose of
influencing the outcome of the procurement or securing the Contract, an amendment to
the Contract, or favorable treatment concerning the Contract, including the making of any
determination or decision about contract performance. The State, in addition to any other
rights or remedies, shall be entitled to recover exemplary damages in the amount of three
times the value of the Gratuity offered by the Contractor.
9.3
Suspension or
Debarment
The State may, by written notice to the Contractor, immediately terminate this Contract if
the State determines that the 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. Submittal of an offer or execution of a contract shall attest that the
contractor is not currently suspended or debarred. If the contractor becomes suspended or
debarred, the contractor shall immediately notify the State.
9.4
Termination for
Convenience
The State reserves the right to terminate the Contract, in whole or in part at any time
when in the best interest of the State, without penalty or recourse. Upon receipt of the
written notice, the Contractor shall stop all work, as directed in the notice, notify all
subcontractors of the effective date of the termination and minimize all further costs to
the State. In the event of termination under this paragraph, all documents, data and
reports prepared by the Contractor under the Contract shall become the property of and
be delivered to the State upon demand. The Contractor shall be entitled to receive just and
equitable compensation for work in progress, work completed and materials accepted
before the effective date of the termination. The cost principles and procedures provided
in A.A.C. R2-7-701 shall apply.
9.5
Termination for
Default
9.5.1. In addition to the rights reserved in the contract, the State may terminate the
Contract in whole or in part due to the failure of the Contractor to comply with any
term or condition of the Contract, to acquire and maintain all required insurance
policies, bonds, licenses and permits, or to make satisfactory progress in performing
the Contract. The Procurement Officer shall provide written notice of the termination
and the reasons for it to the Contractor.
9.5.2. Upon termination under this paragraph, all goods, materials, documents, data and
reports prepared by the Contractor under the Contract shall become the property of
and be delivered to the State on demand.
9.5.3. The State may, upon termination of this Contract, procure, on terms and in the
manner that it deems appropriate, materials or services to replace those under this
Contract. The Contractor shall be liable to the State for any excess costs incurred by
the State in procuring materials or services in substitution for those due from the
Contractor.
9.6
Continuation of
Performance
Through Termination
The Contractor shall continue to perform, in accordance with the requirements of the
Contract, up to the date of termination, as directed in the termination notice.
10.0 Contract Claims
10.1
Contract Claims
All contract claims or controversies under this Contract shall be resolved according to
A.R.S. Title 41, Chapter 23, Article 9, and rules adopted thereunder.
Request for Proposals
Solicitation No: ADSO18-00008152
Description
Furniture, Products and 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
Page 42 of 42 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
11.0 Arbitration
11.1
Arbitration
The parties to this Contract agree to resolve all disputes arising out of or relating to this
contract through arbitration, after exhausting applicable administrative review, to the
extent required by A.R.S. § 12-1518, except as may be required by other applicable statutes
(Title 41).
12.0 Comments Welcome
12.1
Comments Welcome
The State Procurement Office periodically reviews the Uniform Terms and Conditions and
welcomes any comments you may have. Please submit your comments to: State
Procurement Administrator, State Procurement Office, 100 North 15th Avenue, Suite 402,
Phoenix, Arizona, 85007.
End of Section 2-D
End of Part 2
Solicitation Amendment
State of Arizona
State Procurement Office
100 N. 15th Avenue
Phoenix, AZ 85007
Solicitation No.:
ADSPO18-00008152
Amendment No.:
1
Date: May 21, 2018
ACKNOWLEDGEMENT
ALL SOLICITATION SPECIFICATIONS, TERMS AND CONDITIONS AND REQUIREMENTS REMAIN UNCHANGED. THIS
DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND REQUIRES NO APPROVAL.
The State of Arizona would like to include under the current Scope of Work a vendor provided dedicated facility
for managing, storing and providing logistics for the State’s excess furniture assets. The vendor needs to utilize
and demonstrate a web based technology to track the furniture and communicate in real time
The minimum requirements for the vendor are
Experience- Vendor with a minimum of 10 years proven experience of managing warranty, inventory, and
logistics from the warehouse
Type - Warehouse needs to have racking systems, climate controlled, have a fire protection system, be
monitored and alarmed
Size-The warehouse needs to be at least 50,000 sq. feet
References- At least 3 references need to be provided with current clients
Insurance- The insurance requirements will be the same as in Section 6.2-Contractor Insurance of the RFP
Requested Data
Amount
Inventory Data Capture /
Maintenance
$X/ hr
Warehouse Storage Rates
$X/ sq foot
Product Handling
$X/ hr
Delivery or Pickup of Product
$X/ hr
Truck and Driver Rate
$X/ hr
No other changes have been made to this solicitation and the current due date remains to be June 15, 2018 at 3PM.
Solicitation Amendment
State of Arizona
State Procurement Office
100 N. 15th Avenue
Phoenix, AZ 85007
Solicitation No.:
ADSPO18-00008152
Amendment No.:
2
Date: June 1, 2018
ACKNOWLEDGEMENT
ALL SOLICITATION SPECIFICATIONS, TERMS AND CONDITIONS AND REQUIREMENTS REMAIN UNCHANGED. THIS
DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND REQUIRES NO APPROVAL.
A. For Category 6 Only-Classroom / Special School Furniture-In lieu of mandatory minimum
requirements listed for individual product categories, all education furniture products offered in
Category 6 in response to this RFP shall comply with one of the two options:
1. Meet or exceed applicable test and performance standards prescribed in ANSI/BIFMA
most current product safety and performance standards, guidelines, and testing.
B. Freight Charges – please use updated price file to indicate if freight is included or not-Also a
column for warranty term has now been included-please put the number of years against each
line item
C. Returns – Section 11.17 Page 31 of 42 of RFP- This will be changed to a partial credit from a
full credit and restocking fees can be charged in certain instances as long as the end product is
defect free-All other terms remain the same
D. Due Date- This bid is being extended from June 15th 2018 at 3PM to June 22nd 2018 to 3PM
Please continue to post any questions in the Q&A tab