HomeMy WebLinkAboutCAG2023-140 - Original - Quadient Leasing USA, Inc. - Postage Machine Lease - 03/15/2023 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr: ME
Agreement Routing Form DirAsst:
• For Approvals,Signatures and Records Management Dir/Dep: 9'
KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover 111 ��I (Optional)
WASHINGTON Sheet forms. (Print on pink or cherry colored paper)
Originator: Department:
Molly Bartlemay Finance
Date Sent: Date Required:
> 03/6/2023 3/13/2023
0
QAuthorized to Sign: Date of Council Approval:
Q �✓ Mayor or Designee N/A
Budget Account Number: Grant? Yes NoF—]
52001660.64510.1352
Budget?❑✓ Yes FINo Type: N/A
Vendor Name: i Category: i
Quadiant Leasing USA Contract
Vendor Number: Sub-Category:
442880 Other ORIGINAL
0
Project Name: Postage Machine Lease
CProject Details: This lease is to replace the existing postage machine in the mailroom. The
contract is expiring on that machine and it will not be in USPS compliance in
the near future.
C
Basis for Selection of Contractor:
� Agreement $55 703.40 Other
GJ
*Memo to Mayor must be attached El
i Start Date: 3/15/2023 Termination Date: 3/15/2028
lm
a Local Business? Yes PINo*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace.
Business License Verification: �✓ Yes In-Process F1 Exempt(KCC 5.01.045) FlAuthorized Signer Verified
Notice required prior to disclosure? Contract Number:
Yes ✓�No CAG2023-140
Comments:
1A Exempt from bidding requirements per KCC 3.70.110(D)as a technology contract. Vendor is willing to give us
i pricing pursuant to and under terms of cooperative state contract though.
7
a+
C C
IM a:+
N o ^
3 �
dJ
a
Date Received:City Attorney: 3/6/23 Date Routed:Mayor's Offic 3/6/23 City Clerk's Office3/9/23
adccW22373_7_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20221201
Customer Purchase Order - Lease
Organization City of Kent NASPO/ValuePoint Contract#: ADSP016-169901
DBA and/or
Address 2204th Ave S State Participating Addendum (PA)#:
City State Zip Kent WA 98032-5838 05516 (WA)
Phone (253)856-5206 Fax
Vendor Ship To
Company Name Quadient Leasing USA Inc. FEDERAL ID#94-2984524 Organization City of Kent
Attention Government Sales DUNS#150836872 Attention Molly Bartlemay
Address 478 Wheelers Farms Rd Address 220 4th Ave S
City State Zip Milford CT 06461 City State Zip Kent WA 98032-5838
Phone (866)448-0045 Fax (203)301-2600 Phone (253)856-5206 Email MBartlemay@kentwa.gov
P.O.Number P.O.Date Requisitioner Shipped Via F.O.B.Point Terms
Ground Destination Quarterly Invoicing
QTY Unit Description Unit Price Total
60 Months Lease Payment $928.39 $55,703.40
Lease payment specified above for products listed below includes,as applicable,reduced price equipment maintenance to reflect first year free,meter rental,meter resets,
postal rate changes,software license/support/subscription fees,delivery,installation,and operator training.
Products
QTY Product ID Description
1 IXELDPKG iX Series 7/7PRO Remote Label Dispenser w/Stand
1 7465288-03 Thermal Labels,475 Labels Per Roll,Size 4"x 6"
1 SMARTIX9ADW149 MA,PPFDR, 101b WP;All-in-One PC, MTN KIT, 1491b MTWP,DWM,TRM Lb1 Ptr;WLKB, BC Scan,
1 SMART-REM-CONFIG S.M.A.R.T.Remote Configuration Training
1 IX9STACKER IX-9 Expandable Stacker
1) Order is governed under the terms and conditions of the NASPO/ValuePoint Master Price Agreement Contract Number ADSP016-169901 and State Participating Addendum(PA)
#:05516(WA).Enter this order in accordance with the prices,terms,delivery method,and specifications listed above.
2) Payments will be sent to:
Quadient Leasing USA Inc.
Dept 3682 ti
PO Box 123682 - 03/09/2023
Dallas TX 75312-3682
Authorized by Date
3) Send all correspondence to;
Quadient Leasing USA Inc. Dana Ralph Mayor
478 Wheelers Farms Rd
Milford CT 06461
Print Name Title
PARTICIPATING ADDENDUM
NASPO ValuePoint
MAILROOM EQUIPMENT,SUPPLIES AND MAINTENANCE
Administered by the State of Arizona (hereinafter"Lead State")
MASTER AGREEMENT
Master Agreement No:ADSP016-169901
Neopost USA Inc.
(hereinafter"Contractor")
and
State of Washington
(hereinafter"Participating State")
Washington Master Contract No.: 05516
This Participating Addendum for the above referenced Master Agreement("Participating Addendum")is
made and entered into by and between the State of Washington acting by and through the Department
of Enterprise Services,a Washington State governmental agency("Enterprise Services")and Neopost USA
Inc., a Delaware Corporation("Contractor")and is dated and effective as of January 1,2018.
1. SCOPE: This Participating Addendum Mailroom Equipment, Supplies and Maintenance
led by the State of Arizona for use by state agencies and other entities located in the Participating
State authorized by that state's statutes to utilize state contracts with the prior approval of the State's
chief procurement official.
2. PARTICIPATION: Use of specific NASPO ValuePoint cooperative contracts by agencies, political
subdivisions and other entities(including cooperatives)authorized by an individual state's statutes to
use state contracts are subject to the prior approval of the respective State chief procurement official.
Issues of interpretation and eligibility for participation are solely within the authority of the State chief
procurement official. Pursuant to this Participating Addendum,the Master Agreement may be utilized
by the following("Purchasing Entities"):
(a) WASHINGTON STATE AGENCIES. Washington state agencies, departments, offices, divisions,
boards, and commission; and any the following institutions of higher education in
Washington: state universities, regional universities, state college, community colleges, and
technical colleges.
(b) MCUA PARTIES. The Master Agreement also may be utilized by any of the following types of
entities that have executed a Master Contract Usage Agreement (MCUA) with Enterprise
Services:
■ Political subdivisions(e.g.,counties,cities,school districts, public utility districts);
■ Federal governmental agencies or entities;
■ Public-benefit nonprofit corporations (i.e., §501(c) (3) nonprofit corporations that
receive federal,state,or local funding);and
PARTICIPATING ADDENDUM—No.05516: MAILROOM EQUIPMENT,SUPPLIES AND MAINTENANCE Page 1
(9-7-2017)
■ Federally recognized Indian Tribes located in the State of Washington.
3. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT:
3.1.WASHINGTON'S ELECTRONIC BUSINESS SOLUTIONS (WEBS) SYSTEM: Within seven (7) days of
execution of this Participating Addendum, Contractor shall register in the Washington State
Department of Enterprise Services' Electronic Business Solutions (WEBS) System at
https://fortress.wa.gov/es/webs/. Contractor shall ensure that all of its information therein
Is current and accurate and that,throughout the term of the Master Agreement, Contractor
shall maintain an accurate profile in WEBS.
3.2. WASHINGTON'S STATEWIDE PAYEE DESK: To be paid for contract sales,Contractors must register
with Washington's Statewide Payee Desk. Washington state agencies cannot make
payments to a contractor until it is registered. Registration materials are available here.
Receiving Payment from the State.
3.3. CONTRACT SALES REPORTING. Contractor shall report total contract sales quarterly to
Enterprise Services,as set forth below.
(a) REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services'
Contract Sales_Reuortigg System. Enterprise Services will provide Contractor with a
login password and a vendor number.
(b) DATA. Each sales report must identify every authorized Purchasing Entity by name as
it is known to Enterprise Services and its total combined sales amount invoiced during
the reporting period (i.e., sales of an entire agency or political subdivision, not its
individual subsections). The "Miscellaneous" option may be used only with prior
approval by Enterprise Services. Upon •equest, Contractor shall provide contact
information for all authorized Purchasing Entities specified herein during the term of
this Participating Addendum. Refer sales reporting questions to the Primary Contact
set forth below. If there are no contract sales during the reporting period,Contractor
must report zero sales.
(c) DUE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be
submitted electronically by the following deadlines for all sales invoiced during the
applicable calendar quarter:
For Calendar Quarter Ending Contract Sales Report Due
March 31 April 30
June 30 July 31
September 30 October 31
December 31 January 31
3.4, VENDOR MANAGEMENT FEE: Contractor shall pay to Enterprise Services a vendor management
fee("VMF")of 1.5 percent on the purchase price for all contract sales(the purchase price k
the total invoice price less applicable sales tax).
(a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated
as follows:
Amount owed to Enterprise Services=Total contract sales invoiced (not
including sales tax)x.0150.
PARTICIPATING ADDENDUM—No.05516: MAILROOM EQUIPMENT,SUPPUES AND MAINTENANCE Page 2
(9-7-2017)
a
(b) The VMF must be rolled into Contractor's current pricing. The VMF must not be
shown as a separate line Item on any invoice unless specifically requested and
approved by Enterprise Services.
(c) Enterprise Services will invoice Contractor quarterly based on contract sales reported
by Contractor. Contractor shall not remit payment until it receives an invoice from
Enterprise Services. Contractor's VMF payment to Enterprise Services must reference
the following:
■ This Washington Master Contract No.: 05516
■ The NASPO Master Agreement No.: ADSP016-169901
■ The year and quarter for which the VMF is being remitted, and
■ Contractor's name as set forth in this Contract, if not already included on the
face of the check.
(d) Contractor's failure accurately and timely to report total net sales, to submit usage
reports, or remit payment of the VMF to Enterprise Services, may be cause for
suspension or termination of this Participating Addendum or the exercise of any other
remedies as provided by law.
(e) Enterprise Services reserves the right, upon thirty (30) days advance written notice,
to increase,reduce,or eliminate the VMF for subsequent purchases.
(f) For purposes of the VMF,the parties agree that the initial management fee is included
in the pricing. Therefore,any increase or reduction of the management fee must be
reflected in contract pricing commensurate with the adjustment.
3.5. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following
representations and warranties as of the effective date of this Participating Addendum and
at the time any order is placed pursuant to the Master Contract. If,at the time of any such
order, Contractor cannot make such representations and warranties, Contractor shall not
process any orders and shall, within three (3) business days notify Enterprise Services, in
writing,of such breach.
(a) WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this
Master Contract and the three (3) year period immediately preceding the award of
the Master Contract,it is not determined,by a final and binding citation and notice of
assessment issued by the Washington Department of Labor and Industries or through
a civil judgment entered by a court of limited or general jurisdiction,to be in willful
violation of any provision of Washington state wage laws set forth in RCW chapters
49.46,49.48,or 49.52.
(b) PAY EQUALITY. Contractor represents and warrants that, as required by Washington
state law(Laws of 2017, Chap. 1, §147),during the term of the Master Contract for
the time period of July 1,2017 through June 30,2019,it agrees to equality among its
workers by ensuring similarly employed individuals are compensated as equals. For
purposes of this provision,employees are similarly employed if the individuals work
for the same employer,the performance of the job requires comparable skill,effort,
and responsibility,and the jobs are performed under similar working conditions. Job
titles alone are not determinative of whether employees are similarly employed.
Contractor may allow differentials in compensation for its workers based in good faith
on any of the following: a seniority system;a merit system;a system that measures
earnings by quantity or quality of production;a bona fide job-related factor or factors;
PARTICIPATING ADDENDUM—No.05516: MAILROOM EQUIPMENT,SUPPLIES AND MAINTENANCE Page 3
(9-7-2017)
L �t
or a bona fide regional difference in compensation levels. A bona fide job-related
factor or factors may include,but not be limited to,education,training,or experience,
that is: consistent with business necessity; not based on or derived from a gender
based differential; and accounts for the entire differential. A bona fide regional
difference in compensation level must be consistent with business necessity; not
based on or derived from a gender-based differential; and account for the entire
differential. Notwithstanding any provision to the contrary,upon breach of warranty
and Contractor's failure to provide satisfactory evidence of compliance within thirty
(30)days,Enterprise Services may suspend or terminate this Participating Addendum
and Master Contract and any Purchaser hereunder similarly may suspend or
terminate its use of the Master Contract and/or any agreement entered into pursuant
to this Participating Addendum.
3.6. COMPLIANCE WITH LAW; TAXES, LICENSES, & REGISTRATION: Contractor shall comply with all
applicable law. Contractor shall register to conduct business in the State of Washington and
promptly acquire and maintain all necessary licenses and registrations and pay all applicable
taxes and fees. In addition,for all sales to purchasers in the State of Washington,Contractor
shall calculate,collect,and remit,as appropriate,the applicable state and local sales tax on
all invoices.
4. MODIFICATIONS OR ADDITIONS TO THE MASTER AGREEMENT
These modifications or additions apply only to actions and relationships within the Participating
Entity.
The following changes are modifying or supplementing the Master Agreement terms and conditions
The following categories are not included in the agreement:mail furniture,consulting services,
design work,commercial off the shelf software and any other software not required for functiona y
of Neopost Equipment, installation/assembly work unrelated to new equipment purchases or renta.
The remaining products,services,and accessories listed on the Contractor page of the NASPO
ValuePoint website are included.
4.1 SOFTWARE LICENSE TERMS AND CONDITIONS:shall be mutually agreed upon in writing by the
purchasing entity's authorized individual and Neopost USA Inc. List of Software Licenses
offered on the NASPO ValuePoint website.
4.2 POSTAGE METER:All purchasing entities requiring the use of a Postage Meter will comply with
all United States Postal Service regulations and meter terms and conditions applicable to
the rental and use of postage meters supplied under this participating addendum as
provided by the Contractor and available on the NASPO ValuePoint website.
PARTICIPATING ADDENDUM—No.05516: MAILROOM EQUIPMENT,SUPPUES AND MAINTENANCE Page 4
(9-7-2017)
5. PRIMARY CONTACTS: The primary contact individuals for this Participating Addendum are as follows(or
their named successors):
Contractor Participating State
Neopost USA Inc. State of Washington
478 Wheelers Farms Road Department of Enterprise Services
Milford,CT 06416 Contracts,Procurement and Risk Mgmt.
P.O. Box 41411
Olympia,WA 98504-1411
Attn: Larry Waters Attn: Breann Aggers
Tel: (281)216-4596 Tel: (360)407-9416
Email: Lwaters(aneopost.com Email: Breann.aggers&des.wa.gov
6. SUBCONTRACTORS: All Contractor's Distributors authorized in the State of Washington,as shown on the
dedicated Contractor NASPO ValuePoint website,are approved to provide sales and service support
to participants in the NASPO ValuePoint Master Agreement. The Contractor's Distributor's
participation will be in accordance with the terms and conditions set forth in the aforementioned
Master Agreement.
7. ORDERS: Unless the parties to the Order agree in writing that another contract or agreement applies
to such order, any Order placed by a Participating Entity or Purchasing Entity for a Product and/or
Service available from this Master Agreement shall be deemed to be a sale under(and governed by
the prices and other terms and conditions of) the Master Agreement as conditioned by this
Participating Addendum. All purchase orders issued by Purchasing Entities within the jurisdiction of
this Participating Addendum shall include the Participating State/Entity's contract number:05516 and
the Lead State price agreement number:ADSP016-169901,purchase order amount;and purchaser's
and contractor's contact information(i.e.,name,address,telephone number,email).
8. GENERAL:
(a) INTEGRATED AGREEMENT; MODIFICATION. This Participating Addendum and Master Agreement,
together with its exhibits, set forth the entire agreement and understanding of the Parties
with respect to the subject matter and supersedes all prior negotiations and representations.
This Participating Addendum may not be modified except in writing signed by the Parties.
Equipment lease agreement terms and conditions included in the Master Agreement have
been approved for use by the Participating State. The termination or expiration of the Master
Agreement or this PA shall in no way relieve any individual entity from its obligations to any
product leases or postage meter rental agreements that were entered prior to the date of any
such termination.
(b) AUTHORITY. Each party to this Participating Addendum,and each individual signing on behalf
of each party,hereby represents and warrants to the otherthat it has full power and authority
to enter into this Participating Addendum and that its execution, delivery, and performance
of this Participating Addendum has been fully authorized and approved, and that no further
approvals or consents are required to bind such party.
(c) ELECTRONIC SIGNATURES. A signed copy of this Participating Addendum or any other ancillary
agreement transmitted by facsimile,email,or other means of electronic transmission shall be
PARTICIPATING ADDENDUM-No.05516: MAILROOM EQUIPMENT,SUPPLIES AND MAINTENANCE
(9-7-2017)
i
a yy
deemed to have the same legal effect as delivery of an original executed copy of this
Participating Addendum or such other ancillary agreement for all purposes.
(d) COUNTERPARTS. This Participating Addendum may be executed in one or more counterparts,
each of which shall be deemed an original, and all of which counterparts together shall
constitute the same instrument which may be sufficiently evidenced by one counterpart.
Execution of this Participating Addendum at different times and places by the parties shall not
affect the validity thereof so long as all the parties hereto execute a counterpart of this
Participating Addendum.
EXECUTED as of the date and year first above written.
STATE OF WASHINGTON NEOPOST USA INC.,
DEPARTMENT OF ENTERPRISE SERVICES A DELAWARE CORPO ION
00,
By: By
heral Manke Kirk Shankle
Its: Its. Secretary
PARTICIPATING ADDENDUM—No.05516: MAILROOM EQUIPMENT,SUPPLIES AND MAINTENANCE Page 6
(9-7-2017)
E
4
The State of Arizona
State Procurement Office
In conjunction with
NASPO
Valuehint
Request for Proposals
Arizona Solicitation Number ADSP016-00006328
NASPO ValuePoint Master Agreement for
Mailroom Equipment, Supplies and
Maintenance
(Enter Solicitation Posting Date)
1 1 Page (Rev 06-05-15)
Table of Contents
RFP Administrative Information
Section 1 General Information
Section 2 Solicitation Requirements, Information and Instructions to Offerors
Section 3 Statement of Work
Section 4 NASPO ValuePoint Master Agreement Statement of Compliance
Section 5 Price and Cost Proposal
Section 6 NASPO ValuePoint Master Agreement Terms and Conditions
Section 7 Lead State (State of Arizona) Terms & Conditions
7.1 State of Arizona Special Terms and Conditions
7.2 State of Arizona Uniform Terms and Conditions
Attachment A Capacity of Offerors Questionnaire
Attachment B Key Personnel Form
Attachment C Pricing Sheets
C-1 Pricing Scenarios
Attachment D Authorized Dealers Form
Attachment E Offer and Acceptance Form
Attachment F Designation of Confidential, Trade Secret & Proprietary Information
Attachment G References
Attachment H NASPO ValuePoint Detailed Sales Reporting Template
Attachments I — Y Additional Participating States' Terms and Conditions
2 1 Page (Rev 06-05-15)
RFP Administrative Information
RFP Title: Mailing Equipment, Supplies and Maintenance
RFP Project Description: The State of Arizona in conjunction with NASPO
(See Section 1.1) ValuePoint, is seeking Contractor(s) to provide a multi-
state, contract for the purchase of Mailing Equipment,
Services, and Support.
RFP Lead: Contract Lead: Christopher Lacey
(See Section 1.2) Agency Name: Arizona State Procurement Office
Agency Address: 100 N 15th Ave
City, State, Zip: Phoenix, Arizona 85007
Contract Lead email: christopher.lacey(o-)azdoa.gov
Contact Phone: 602-542-7600
Submit electronically via IPRO: Electronic Submission
(See Section 2.4) https://procure.az.gov
Pre-Proposal Conference: Doesn't Apply
Pre-Proposal Conference Location: 100 N 15Th Ave
(See Section 2.1) Suite 201
Phoenix, Arizona 85007
Deadline to Receive Questions: 10/18/2016
(See Section 2.2)
Question & Answers: All questions, including those about Terms and
See Section 2.2) Conditions, must be submitted through
https://procure.az.gov. Questions must be submitted by
the question deadline date
RFP Closing Date: (See Section 1.3) See IPRO Header Document
Initial Term of Contract and Renewals: The initial term of the Contract will be two (2) years with
(Section 7.1, subsection b) the option, upon mutual written agreement, for any
combination of full or partial year renewals up to 36
months. Upon mutual agreement, the contract may be
extended or amended.
TAKE NOTE OF THE 0.25%NASPO VALUEPOINT ADMINISTRATIVE FEE DETAILED IN PARAGRAPH 6 OF THE NASPO
VALUEPOINT STANDARD TERMS AND CONDITIONS, WHICH MUST BE INCORPORATED INTO YOUR BASE PRICE.
OTHER STATES, INCLUDING THE STATE OF ARIZONA, MAY NEGOTIATE ADDITIONAL ADMINISTRATIVE FEES IN
THEIR PARTICIPATING AMENDMENTS FOLLOWING AWARD OF A MASTER AGREEMENT.
31 Page (Rev 06-05-15)
REQUEST FOR PROPOSAL
Mailing Equipment, Supplies and Maintenance
Solicitation # ADSP016-00006328
Section 1 : NASPO ValuePoint Solicitation - General Information
1.1. Purpose
The State of Arizona, State Procurement Office is requesting proposals for Mailroom
Equipment, Supplies and Maintenance in furtherance of the NASPO ValuePoint
Cooperative Purchasing Program. The purpose of this Request for Proposals (RFP) is to
establish Master Agreements with qualified offerors to provide Mailing Equipment,
Supplies and Maintenance, in all applicable volume ranges from ultra-low volume through
production environment equipment, to include a wide scope of products to meet the
mailing needs for all Participating States.
The objective of this RFP is to obtain best value, and achieve more favorable pricing, than
is obtainable by an individual state or local government entity because of the collective
volume of potential purchases by numerous state and local government entities. The
Master Agreement(s) resulting from this procurement may be used by state governments
(including departments, agencies, institutions), institutions of higher education, political
subdivisions (e.g., colleges, school districts, counties, cities, etc.), the District of
Columbia, territories of the United States, and other eligible entities subject to approval
of the individual state procurement director and compliance with local statutory and
regulatory provisions. The initial term of the master agreement shall be two (2) years with
renewal provisions as outlined in Section 6 of the NASPO ValuePoint Master Terms and
conditions.
It is anticipated that this RFP may result in Master Agreement awards to multiple
contractors, in the Lead State's discretion.
This RFP is designed to provide interested Offerors with sufficient information to submit
proposals meeting minimum requirements, but is not intended to limit a proposal's content
or exclude any relevant or essential data. Offerors are encouraged to expand upon the
specifications to add service and value consistent with state requirements.
This solicitation is a replacement for the expiring Master Agreement for the State of
Arizona and NASPO ValuePoint.
1.2. Lead State, Solicitation Number and Lead State Contract Administrator
The State of Arizona, State Procurement Office is the Lead State and issuing office for
this document and all subsequent Amendments relating to it. This solicitation (RFP) is a
competitive process, in accordance with the Arizona Procurement Code available at
https://spo.az.gov/. The Arizona Procurement Code is a compilation in one place of
4 1 rage (Rev 06-05-15)
Arizona Revised Statues (ARS) 41-2501 et seq. and administrative rules and regulations
A.A.C. R2-7-1010 et seq. The solicitation # ADSPO16-00006328 must be referred to on
all proposals, correspondence, and documentation relating to this RFP.
The Lead State Contract Administrator identified below is the single point of contact
during this procurement process. Offerors and interested persons shall direct to the Lead
State Contract Administrator all questions concerning the procurement process, technical
requirements of this RFP, contractual requirements, requests for brand approval,
changes, clarifications, and protests, the award process, and any other questions that
may arise related to this solicitation and the resulting Master Agreement. The Lead State
Contract Administrator designated by the State of Arizona, State Procurement Office is:
Christopher Lacey, State Wide Procurement Manager
State of Arizona, State Procurement Office
100 N. 15t"Avenue
Phoenix, Arizona 85007
christopher.lacey@azdoa.gov
602-542-7165 phone/602-542-5511 fax
1.3 Schedule of Events
Anticipated Solicitation Release: Week of Sept 19th 2016
Anticipated Pre-Proposal Conference: Does Not Apply
Anticipated Question Deadline: 11/8/2016
Anticipated Closing Date and Time: 11/15/2016
Anticipated Award Date: 1/11/2017
All times are Mountain Standard time unless indicated otherwise.
1.4. Definitions
The following definitions apply to this solicitation. Section 6 also contains definitions of
terms used in this solicitation and the NASPO ValuePoint Master Agreement terms and
conditions.
Lead State means the State conducting this cooperative procurement, evaluation, and
award.
Offeror means the company or firm who submits a proposal in response to this Request
for Proposal.
Proposer has the same meaning as Offeror
Proposal means the official written response submitted by an Offeror in response to this
Request for Proposal.
"Request for Proposals" or "RFP" means the entire solicitation document, including all
parts, sections, exhibits, attachments, and Amendments.
5 1 Page (Rev 06-05-15)
1.5. NASPO ValuePoint Background Information
NASPO ValuePoint (formerly known as WSCA-NASPO) is a cooperative purchasing
program of all 50 states, the District of Columbia and the territories of the United States.
The Program is facilitated by the NASPO Cooperative Purchasing Organization LLC, a
nonprofit subsidiary of the National Association of State Procurement Officials(NASPO),
doing business as NASPO ValuePoint. NASPO is a non-profit association dedicated to
strengthening the procurement community through education, research, and
communication. It is made up of the directors of the central purchasing offices in each of
the 50 states, the District of Columbia and the territories of the United States. NASPO
ValuePoint facilitates administration of the cooperative group contracting consortium of
state chief procurement officials for the benefit of state departments, institutions,
agencies, and political subdivisions and other eligible entities (i.e., colleges, school
districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of
Columbia, and territories of the United States. For more information consult thefollowing
websites www.naspovaluepoint.org and www.naspo.org.
1.6. Participating States
In addition to the Lead State conducting this solicitation, the following Participating States
have requested to be named in this RFP as potential users of the resulting Master
Agreement: (Enter States with Signed Intent to Participate Document). Other entities may
become Participating Entities after award of the Master Agreement. Some States may have
included special or unique terms and conditions for their state that will govern their state
Participating Addendum. These terms and conditions are being provided as a courtesy to
proposers to indicate which additional terms and conditions may be incorporated into the
state Participating Addendum after award of the Master Agreement. The Lead State will
not address questions or concerns or negotiate other States' terms and conditions. The
Participating States shall negotiate these terms and conditions directly with the supplier.
State-specific terms and conditions are included in Attachments I-Y.
1.7. Anticipated Usage
Attachment "Mailing Equipment Estimated Usage" contains anticipated usage from
additional states who have indicated an interest in participating. No minimum or maximum
level of sales volume is guaranteed or implied.
6 1 Page (Rev 06-05-15)
Section 2: Solicitation Requirements, Information and
Instructions to Offerors
2.1. Pre-Offer Conference
A Pre-Offer Conference will be held at the time and place indicated in the
solicitation's "Pre-Bid Conference" field as found within the State of Arizona's e-
procurement system ProcureAZ (https://procure.az.gov); attendance is not required.
The purpose of this conference will be to clarify the contents of the solicitation in
order to prevent any misunderstanding of the State of Arizona's position. Any doubt
as to the requirements of the solicitation or any apparent omission or discrepancy
should be presented to the State of Arizona at the conference. The State of Arizona
will then determine the appropriate action necessary, if any, and issue a written
amendment to the solicitation if required. Oral statements or instructions will not
constitute an amendment to the solicitation. Persons with a disability may request a
reasonable accommodation, such as a sign language interpreter, or this document
in an alternative format, by contacting the State of Arizona's Procurement Office
listed on page 3. Requests should be made as early as possible to allow sufficient
time to arrange for accommodation.
2.2. Inquiries
2.2.1 Solicitation Contact Person. Any inquiry related to this Solicitation, including
any requests for inquiries regarding standards referenced in the Solicitation, shall be
directed solely to the State of Arizona's Procurement Officer.
2.2.2 Submission of Inquiries. All inquiries to the State of Arizona's Procurement
Officer related to the Solicitation are required to be submitted in the State of Arizona's
E-Procurement System, ProcureAZ (https-//procure.az.gov). All interested
Proposers shall utilize the Q&A functionality provided through ProcureAZ
(https://procure.az.gov). All responses to inquiries will be answered in the State's
eProcurement system. Any inquiry related to the Solicitation should reference the
appropriate solicitation page and paragraph number.
2.2.3 Duty to Examine. It is the responsibility of each Offeror to examine the entire
Solicitation, seek clarification in writing (inquiries), and examine its Offer for accuracy
before submitting an Offer. Lack of care in preparing an Offer shall not be grounds
for modifying or withdrawing the Offer after the Offer due date and time.
2.2.4 Timeliness. Any inquiry or exception to the Solicitation shall be submitted as
soon as possible and should be submitted at least seven days before the offer due
date and time for review and determination by the State of Arizona. Failure to do so
may result in the inquiry not being considered for a solicitation amendment.
2.2.5 No Right to Rely on Verbal or Electronic Mail Responses. An Offeror shall not
rely on verbal or electronic mail responses to inquiries. A verbal or electronic mail
reply to an inquiry does not constitute a modification of the solicitation.
7 1 Page (Rev 06-05-15)
2.3. Preparation of Proposals
2.3.1 Electronic Documents. This solicitation document is provided in an electronic
format. Any unidentified alteration or modification to any solicitation documents, to
any attachments, exhibits, forms, charts or illustrations contained herein shall be null
and void. In those instances, where modifications are identified, the original document
published by the State of Arizona shall take precedence. Offerors are responsible for
clearly identifying any and all changes or modifications to any solicitations document
upon submission to the State of Arizona.
2.3.2 Attachment Formats. All attachments shall be submitted in a format acceptable
to the State. Acceptable formats include .doc (Microsoft Word document), .xIs
(Microsoft Excel spreadsheet), and .pdf (Adobe Acrobat portable document format).
Prospective offerors that wish to submit attachments in other formats shall submit an
inquiry to the Procurement Officer.
2.3.3 Confidential, Protected or Proprietary Information.
All information identified in the "Confidential" section shall be subject to review by the
Lead State in accordance with the procedures prescribed by the Lead State's open
records statute, freedom of information act, or similar law.
23.3.1 If a person believes that any portion of a proposal, bid, offer,
specification, protest or correspondence contains a trade secret or
other proprietary information that should be withheld, the Offeror
shall clearly designate the trade secret and other proprietary
information, using the term "Confidential" and, the State of Arizona's
Procurement Officer shall be so advised in writing. An Offeror shall
provide a statement detailing the reasons why the information should
not be disclosed including the specific harm or prejudice that may
arise upon disclosure. Such material shall be identified as
"Confidential" wherever it appears. Until a written determination is
made, the State of Arizona's Procurement Officer shall not disclose
information designated as "Confidential" except to those individuals
deemed to have a legitimate State interest. In the event the State of
Arizona's Procurement Officer denies the request for confidentiality,
the Offeror may appeal the determination to the State of Arizona's
Procurement Administrator within the time specified in the written
determination. The State of Arizona, pursuant to A.C.R.R. R2-7-104,
shall review all requests for confidentiality and provide a written
determination. If the confidential request is denied, such information
shall be disclosed as public information, unless the person, utilizes
the `Protest' provision as noted in §41-2616. Contract terms and
conditions, pricing, and information generally available to the
public are not considered confidential information.
2332 All Confidential, Protected or Proprietary information must be
included in one section of your response. Do not incorporate
8 Page (Rev 06-05-15)
Confidential, Protected or Proprietary information throughout the
Proposal.
2.3.3.2.1 In the event that a limited amount of "Confidential,
Protected or Proprietary" information is deemed
necessary by the Offeror to respond to solicitation, any
such information must be included in a separate
section of the Offeror's proposal response which is
clearly marked as "Confidential". In addition, provide a
reference in the proposal response directing reader to
the specific area of this protected information section.
2.3.3.2.2 Offerors should be aware that marking any portion of
an Offer as "Confidential", may exclude the Offer from
evaluation or consideration for award.
2.3.3.2.3 Elements of the proposal that define the contractual
requirements, such as approaches to the statement of
work, prices, and schedule, may not be marked as
"Confidential". Proposals not complying with these
instructions for identification and segregation of
confidential and proprietary information may be
rejected.
2.3.3.2.4 Information included in the "Confidential" section of an
Offeror's proposal is not automatically accepted and
protected.
2.3.4 Exceptions to Terms and Conditions.
All exceptions included with the Offer shall be submitted in the State of Arizona's
eProcurement system in a clearly identified separate section of the Offer in which
the Offeror clearly identifies the specific paragraphs of the Solicitation where the
exceptions occur. Any exceptions not included in such a section shall be without
force and effect in any resulting Contract unless such exception is specifically
accepted by the State of Arizona's Procurement Officer in a written statement. An
Offeror shall provide a statement detailing a justification for each exception item
request. The Offeror's preprinted or standard terms will not be considered by the
State of Arizona as part of any resulting Contract. All exceptions that are
contained in the Offer may negatively impact an Offeror's susceptibility for
award. An Offer that takes exception to any material requirement of the
solicitation may be rejected.
9 Page (Rev 06-05-15)
2.3.5 Evidence of Intent to be Bound.
The Offer and Acceptance form within the Solicitation shall be submitted with the
Offer in the State of Arizona's eProcurement system and shall include a signature
by a person authorized to sign the Offer. The signature shall signify the Offeror's
intent to be bound by the Offer and the terms of the Solicitation and that the
information provided is true, accurate and complete. The Offer and Acceptance
Form shall be submitted electronically with the submitted Offer no later than the
Offer due date and time. Failure to return an Offer and Acceptance Form may
result in rejection of the offer.
2.3.6 Subcontractors.
Offerors shall clearly list any proposed subcontractors. Include with their list of
proposed subcontractors:
• Subcontractor's contact information;
• Subcontractor's certifications and or licenses required for the
performance of the Contract; and,
• Subcontractor's proposed responsibilities under the Offeror's
proposal.
2.3.7 Cost of Offer Preparation.
The State of Arizona will not reimburse any Offeror the cost of responding to a
Solicitation.
2.3.8 Federal Excise Tax.
The State of Arizona is exempt from certain Federal Excise Tax on manufactured
goods. Exemption Certificates will be provided by the State.
2.3.9 Identification of Taxes in Offer.
The State of Arizona is subject to all applicable state and local transaction privilege
taxes. If the products and/or services specified require transaction privilege or use
taxes or other applicable taxes, they shall be described and itemized separately
on the Offer. Arizona transaction privilege tax shall not be considered for
evaluation.
2.3.10 Disclosure.
If the person submitting this Offer has been debarred, suspended or otherwise
lawfully precluded from participating in any public procurement activity, including
being disapproved as a subcontractor with any federal, state or local government,
or if any such preclusion from participation from any public procurement activity is
currently pending, the Offeror shall fully explain the circumstances relating to the
preclusion or proposed preclusion in the Offer. The Offer shall set forth the name
and address of the governmental unit, the effective date of the suspension or
debarment, the duration of the suspension or debarment, and the relevant
circumstances relating to the suspension of debarment. If suspension or
debarment is currently pending, a detailed description of all relevant circumstances
including the details enumerated above shall be provided.
10 Page (Rev 06-05-15)
2.3.11 Unit Price Prevails.
In the case of discrepancy between the unit price or rate and the extension of
that unit price or rate, the unit price or rate shall govern.
2.3.12 Contract Payment Terms.
Offerors must indicate the prompt payment terms that they will offer to the State
(for example: 2/10 Net 30; 2/15 Net 30, etc.)At a minimum, offeror's payment terms
shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days.
2.3.13 Prompt Payment Discount.
Prompt payment discounts of thirty (30) days or more set forth in an Offer shall
be deducted from the Offer for the purpose of evaluating that price.
2.3.14 Delivery.
Unless stated otherwise in the Solicitation, all prices shall be F.O.B. Destination
and shall include all freight, delivery and unloading at the destination(s).
2.3.15 Federal Immigration and Nationality Act.
By signing of the Offer, the Offeror warrants that both it and all proposed
subcontractors are in compliance with federal immigration laws and regulation
(FINA) relating to the immigration status of their employees. The State of Arizona
may, at its sole discretion require evidence of compliance during the evaluation
process. Should the State of Arizona request evidence of compliance, the Offeror
shall have five days from receipt of the request to supply adequate information.
Failure to comply with this instruction or failure to supply requested information
within the timeframe specified shall result in the Offer not being considered for
contract award.
2.3.16 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
date 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. Offerors shall
declare all anticipated offshore services in the Offer.
2.4. Submission of Offer
2.4.1 Offer Submission, Due Date, and Time.
Offers in response to this solicitation shall be submitted within the State's e-
Procurement system, ProcureAZ (https://procure.az.gov). Offers shall be
received before the date/time listed in the solicitation's 'Bid Opening Date'
field. Offers submitted outside of ProcureAZ, or those that are received on
or after the date/time stated in the 'Bid Opening Date' field, shall be rejected.
Questions about the submission date and/or time shall be directed to the
11 1 Page (Rev 06-05-15)
State of Arizona's Procurement Officer or to the ProcureAZ Help Desk
(procure@azdoa.gov or 602.542.7600).
2.4.2 Offer Amendment or Withdrawal.
An Offer may not be amended or withdrawn after the offer due date and
time except as otherwise provided under applicable law.
2.4.3 Electronic Submission of Offer.
24.3.1 The successful submission of your offer in ProcureAZ is
critical in order for it to be completely/properly received and
evaluated. Prior review of the guides available via
https://procure.az.gov and on https://spo.az.gov/ "Vendor
Resources" tab can be of assistance in understanding the
electronic submission process.
24.32 The Lead State (State of Arizona) accepts no responsibility for
a prospective Offeror not receiving solicitation documents
and/or revisions to the solicitation. It is the responsibility of the
prospective Offeror to monitor their emails for such notices
and to monitor ProcureAZ (https://procure.az.gov) to obtain
RFP addenda or other information relating to the RFP.
2.4.4 Non-collusion, Employment, and Services.
By signing the Offer and Acceptance form or other official contract form,
the Offeror certifies that:
244.1 The Offeror did not engage in collusion or other anti-
competitive practices in connection with the preparation or
submission of its Offer; and,
2442 The Offeror does not discriminate against any employee or
applicant for employment or person to whom if provides
services because of race, color, religion, sex, national origin,
or disability, and that it complies with applicable federal, state
and local laws and executive orders regarding employment.
2.4.5 Waiver and Rejection Rights:
Notwithstanding any other provision of the Solicitation, the State reserves
the right to:
24.5.1 Waive any minor informality;
24.52 Reject any and all Offers or portions thereof; or,
24.5.3 Cancel the Solicitation. If the Lead State (State of Arizona)
determines such action to be in the collective best interests of
Participating States, this solicitation may be canceled at any
time, up until the time of award of the MasterAgreement(s).
2.4.6 A responsive, responsible Offeror shall submit thefollowing:
12 Page (Rev 06-05-15)
24.6.1 Offer and Acceptance. Offers shall include a signed Offer and
Acceptance form. The Offer and Acceptance form shall be
signed with a signature by the person authorized to sign the
Offer, and shall be submitted in the State of Arizona's
eProcurement system with the Offer no later than the
Solicitation due date and time. Failure to return an Offer and
Acceptance form may result in rejection of the Offer.
24.62 Acknowledgement of Solicitation Amendments. Offeror shall
acknowledge Solicitation Amendments electronically in
ProcureAZ (https-//procure.az.gov) no later than the Offer due
date and time. Failure to acknowledge all/any Solicitation
Amendment may result in rejection of the Offer.
2.4.6.2.1 Alternately to the electronic
acknowledgement in ProcureAZ, the Offeror
can attach a counter-signed copy of each
Amendment in ProcureAZ as part of their
Offer.
24.6.3 Offer Forms: Offerors shall include the following Offer Forms,
completed accurately, in the format provided and according to
the instructions. Failure to follow Offer Form instructions may
result in rejection of Offer.
2.4.6.3.1 Attachment A — Capacity of Offerors
Questionnaire - Submit a response addressing
each item in Attachment A — Capacity of Offeror
— The narrative response to this questionnaire
shall be uploaded as an attachment in
ProcureAZ.
2.4.6.3.2 Attachment B — Key Personnel Form.
Complete and submit the Key Personnel form in
accordance with the instructions.
2.4.6.3.3 Attachment C & C-1 - Pricing and Pricing
Scenario Workbooks Attachments are located
under the Attachments Tab within ProcureAZ.
and must be submitted
2.4.6.3.3.1 Attachment C — Pricing Excel
Workbook (attached in the
Attachments Tab with
Procure.Az.gov). Complete and
submit the Pricing Workbook in
accordance with the instructions
13 Page (Rev 06-05-15)
highlighted on the Pricing
Worksheets.
2.4.6.3.3.2 Attachment C1 — Pricing
Scenarios Sheet (attached in
the Attachments Tab with
Procure.Az.gov). Complete and
submit the Pricing Scenario
Workbook in accordance with the
instructions highlighted on the
Pricing Scenario Worksheets.
2.4.6.3.4 Attachment D — Authorized Dealers Form -
Must be completed and submitted in ProcureAZ.
2.4.6.3.5 Attachment E - Offer and Acceptance Form
Must be completed, signed/dated and submitted
in ProcureAZ.
2.4.6.3.6 Attachment F - Designation of Confidential,
Trade Secret & Proprietary Information. Must
be completed, signed/dated and submitted in
ProcureAZ.
2.4.6.3.7 Attachment G — References
Must be completed (all references must be
verifiable), signed/dated and submitted in
ProcureAZ.
2.5. References and Experience
The Offeror agrees that by submitting an Offer, the State of Arizona or its
designated agent may contact any entities listed in the Offer or any entities known
to have a previous business relationship with the Offeror for the purpose of
obtaining references relative to past performance and verifying experience or other
information submitted with the Offer. In addition, by submitting an Offer, the Offeror
is agreeing to give permission to the entity to provide information and the Offeror
will take whatever action is necessary to facilitate, encourage or authorized the
release of information, if necessary, the Offeror shall sign a release to obtain
information.
2.6 Responsibility
In accordance with A.R.S. §41-2534(G), A.A.C. R2-7-312 and R2-7-C316, the
State of Arizona shall consider, at a minimum, the following in determining
Offeror's responsibility, as well, as the Offeror's responsiveness and acceptability
for contract award.
14 1 Page (Rev 06-05-15)
2.6.1 Whether the Offeror has had a contract within the last five (5) years that
was terminated for cause due to breach or similar failure to comply with the
terms of the contract;
2.6.2 Whether the Offeror's record of performance includes factual evidence of
failure to satisfy the terms of the Offeror's agreements with any party to a
contract. Factual evidence may consist of documented vendor performance
reports, customer complaints and/or negative references;
2.6.3 Whether the Offeror is legally qualified to contract with the State of Arizona
and the Offeror's financial, business, personnel, or other resources,
including subcontractors;
2.6.3.1 Legally qualified includes if the vendor or if key personnel
have 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.
2.6.4 Whether the Offeror promptly supplied all requested information concerning
its responsibility;
2.6.5 Whether the Offer was sufficient to permit evaluation by the State of
Arizona, in accordance with the evaluation criteria identified in this
Solicitation or other necessary offer components. Necessary offer
components include: attachments, documents or forms to be submitted with
the offer, an indication of the intent to be bound, reasonable or acceptable
approach to perform the Scope of Work, signed Solicitation Amendments,
references to include experience verification, adequacy of
financial/business/personal or other resources to include a performance
bond and stability including subcontractors and any other data
specifically requested in the Solicitation;
2.6.6 Whether the Offer was in conformance with the requirements contained in
the Scope of Work, Terms and Conditions, and Instructions for the
Solicitation and its Amendments, including the documents incorporated by
reference;
2.6.7 Whether the Offer limits the rights of the State;
2.6.8 Whether the Offer includes or is subject to unreasonable conditions, to
include conditions upon the State of Arizona or necessary for successful
Contract performance. The State of Arizona shall be the sole determiner as
to the reasonableness of a condition;
15 Page (Rev 06-05-15)
2.6.9 Whether the Offer materially changes the contents set forth in the
Solicitation, which includes the Scope of Work, Terms and Conditions, or
Instructions; and,
2.6.10 Whether the Offeror provides misleading or inaccurate information.
2.7. Responsiveness and Acceptability
Proposals that do not contain information sufficient to evaluate the proposal in
accordance with the factors identified in the solicitation or other necessary
proposal components may not be considered responsive and/or acceptable.
Necessary components include an indication of the Offeror's intent to be bound,
price proposal, solicitation amendments, bond and reference data as required.
Proposal Content. The Offeror shall make a firm commitment to provide services
as required and proposed. The material contained in the Offer shall be relevant to
the service requirements stated in the solicitation. It is to be submitted in a
sequence that reflects the scope of work section of this document. It is to include
information relevant to the designated evaluation criteria. Failure to include the
requested information may have a negative impact on the evaluation of the
Offeror's proposal.
2.8. Opening
Proposals received by the correct time and date will be opened and the name of
each Offeror will be publicly available through the State of Arizona's eProcurement
system (https://procure.az.gov). Proposals will not be available on the
eProcurement system until after contract award.
2.9. Offer Acceptance Period
Responses to this RFP, including proposed costs, will be considered firm for one
hundred and eighty (180) days after the proposal due date and time.
2.10. Clarifications
Upon receipt and opening of proposals submitted in response to this solicitation,
the State may request oral or written clarifications, including demonstrations or
questions and answers, for the sole purpose of information gathering or for
eliminating minor informalities or correcting nonjudgmental mistakes in proposals.
Clarifications shall not otherwise afford Offerors the opportunity to alter or change
their proposal.
2.11 Oral Presentations
The State of Arizona may request oral presentations. If requested, the Offeror shall
be available for oral presentations with no more than ten (10) business days'
advance notice. Participants in the oral presentations should include the Offeror's
16 1 Page (Rev 06-05-15)
key persons. Such oral presentations shall not otherwise afford an Offeror the
opportunity to alter or change its Offer.
2.12. Evaluation
In accordance with the Arizona Procurement code A.R.S. § 41-2534, awards shall
be made to the responsible Offeror(s) whose proposal is determined in writing to
be the most advantageous to the State based upon the evaluation criteria listed
below. The evaluation factors are listed in their relative order of importance:
1. Capacity of Offeror, Key Personnel
2. Cost
3. Exceptions to the Terms and Conditions
Exceptions to the Terms and Conditions, may impact an Offeror's susceptibility for
award. Confidential or Proprietary Information
2.13 Discussions
In accordance with A.R.S. § 41-2534, after the initial receipt of proposals, the State
may conduct discussions with those Offerors who submit proposals determined by
the State to be reasonably susceptible of being selected for award.
2.14. Best and Final Offer (BAFO)
If discussions are conducted, the State of Arizona shall issue a written request for
Best and Final Offers (BAFO's). The request shall set forth the date, time and place
for the submission of BAFO's. BAFO's shall be requested only once; unless, the
State of Arizona makes a determination that it is advantageous to conduct further
discussions.
2.15 Contract Award
Award of a contract will be made to the most responsive and responsible Offeror(s)
whose proposal is determined to be the most advantageous to the State of Arizona
based on the evaluation criteria set forth in the solicitation.
2.15.1 Number of Types of Awards.
2.15.1.1 The Lead State (State of Arizona) reserves the right to
make a single award, multiple awards or to award a
Contract by individual line items or alternatives, by
group of line items or alternatives, or to make an
aggregate award, or regional awards, whichever the
Lead State (State of Arizona) determines is most
advantageous to the collective best interest of the
Participating States.
2.15.1.2 Each State reserves the right to enter into a single
Participating Addendum (PA) or enter into multiple
17 Page (Rev 06-05-15)
PAs, whichever is most advantageous to the
Participating State.
2.15.2 Contract Inception. An Offer does not constitute a Contract nor does
it confer any rights on the Offeror to the award of a Contract. A
Contract is not created until the Offer is accepted in writing by the
State of Arizona's Procurement Officer's signature on the Offer and
Acceptance form. A notice of award or of the intent to award shall not
constitute acceptance of the Offer.
2.16 Public Record
All Proposals submitted in response to this Request for Proposal shall become the
property of the State of Arizona and shall become a matter of Public Record
available for review and must be retained by the State of Arizona for six years.
Offers shall be open and available to public inspection through the State of
Arizona's eProcurement system after Contract award, except for such Offers
deemed to be confidential by the State of Arizona.
2.17 Protests
A protest shall comply with and be resolved according to Arizona Revised Statutes
Title 41, Chapter 23, Article 9 and rules adopted there under. Protests shall be in
writing and be filed with both the State of Arizona's Procurement Officer of the
purchasing agency and with the State of Arizona's Procurement Administrator. A
protest of a Solicitation shall be received by the State of Arizona's Procurement
Officer before the Offer due date. A protest of a proposed award or of an award
shall be filed within ten (10) days after the protester knows or should have known
the basis of the protest. A protest shall include:
2.17.1 The name, address and telephone number of the protester;
2.17.2 The signature of the protester or its representative;
2.17.3 Identification of the purchasing agency and the Solicitation or Contract
number;
2.17.4 A detailed statement of the legal and factual grounds of the protest
including copies of relevant documents; and,
2.17.5 The form of relief requested.
18 Page (Rev 06-05-15)
Section 3: Scope of Work
Contractor shall provide equipment, services, and support to meet the mailing needs of
the customer per the limitations of their award. The applicable product range will include
software license and subscriptions, ultra-low volume equipment through equipment
used in mailing production environments, including postage meter rental, accessories,
supplies, and maintenance. All equipment and services offered must meet the approval
of the USPSO if applicable.
3.1. Products and Services Categories by Geographic Area
While the primary purpose of this solicitation is to select a manufacturer(s) who can
provide the equipment, supplies and service for all potential Participating Entities, a
Contractor is permitted to respond for more limited geographical areas, however not
less than a single Participating State. Contractor must clearly describe the geographical
limits (e.g. by state name) if proposing a geographical area less than that of all potential
Participating States (see Attachment A Offer Response Form Capacity of Offeror
Questionnaire). However, if a Contractor elects to submit a proposal for a limited
geographical area the Contractor must be willing to service the entire state(s) within that
geographical area. The Contractor may request to add additional states to the contract
at a later date following the award if mutually agreed upon by the Contractor and the
Master Agreement Contract Administrator. Any award received does not guarantee any
State will sign a Participating Addendum with the Contractor and additional states.
3.2 Products
3.2.1 Contractor(s) shall provide equipment and support to meet the
mailing needs of the customer per the extent of their award. The
applicable product range will include mailroom-related software
license and subscriptions, ultra-low volume equipment and all other
mail room equipment including mailing production environment
equipment and accessories. The equipment, support, accessories
and options as contained in specific product manufacturer's
established catalog/price lists are placed into groups specified within
this solicitation. All equipment, and support offered must meet the
approval of the USPSO if applicable. Any awarded contractor(s)
shall also include information on all environmental features of each
item, including but not limited to: energy efficiency modes and
their operation, double sided copying operations and double sided
default programming, the extent to which any supplies and other
packaging may qualify for recycling, re-manufacturing, and will
provide the environmental and economic benefits of these features.
3.2.1.1. Printers — The only printers allowed for purchase through this
solicitation are special printers sole use for which is tied to mail
room equipment. If a regular printer (e.g. an HP Printer) is able to
be utilized in the same fashion, and function as the printer available
19 Page (Rev 06-05-15)
from the Contractor, then the printer from the Contractor is not
allowed. Allowable printers may be purchased with a mail room
equipment system or as a product replacement from a purchase
from this or a previous Master Agreement.
3.2.1.2. Computers - The only computers allowed for purchase through
this solicitation are those computers dedicated to mail room
equipment and operations.
3.2.1.3 Furniture - Furniture is being awarded within each category as well
as being classified as an independent category. The furniture that
is applicable to the independent furniture category is furniture that
is specific to mail rooms but not specific to the mail equipment
category. E.g. Case work or mobile mail cart etc. The furniture
section within each category is relevant to furniture that would be
considered agreeable with the mailroom equipment with which they
are compatible.
3.2.1.4 Accessories — All accessories, including tablets and scanners,
shall be relevant to the functioning of a mail room. If there is any
concern over a specific item being included in this category, said
items will be submitted to the Contract Administrator for a decision.
The Contract Administrator's decision is the final determination as
to whether an item is included in the Scope of any Master
Agreement.
3.2.1.5 Trade In/Buy Back - Contractor shall provide a Trade in /Buy Back
program to help ensure Participating Entity has the best options to
meet their needs. This program is required; however, it is at the sole
option of the Participating Entity to utilize this program. Please
provide the details of your Trade In/Buy Back program in your
response.
3.2.1.6 All equipment identified as EnergyStar compliant shall be delivered
and installed with the Energy Star or similar power management
features enabled.
3.3. Remanufactured Equipment
3.3.1 A Contractor may offer Remanufactured or Refurbished Equipment
that is certified by the Manufacturer. All Remanufactured or
Refurbished Equipment will be clearly labeled as Remanufactured
equipment. Pricing will be based on a quote and on an Individual
Case Basis (ICB). All quotes will also provide the fixed annual
maintenance rate for years 2-5. Remanufactured equipment shall
come with a 1 year all-inclusive as new-warranty and the Offeror
shall be able to provide maintenance for years 2-5 that includes all
service, labor, software maintenance, and parts. If for any reason a
Contractor is not able to provide maintenance (including parts), the
Contractor(s) will provide, entirely at their expense, a replacement
20 Page (Rev 06-05-15)
piece of equipment and/or software. Any replacement items shall
have the equal or greater performance and functionality along with
the maintenance for the equipment for the duration of the original five
(5) year maintenance period (including maintenance on the
replacement equipment) at no additional charge. All other
requirements of the Master Agreement continue to apply.
3.3.2 Shipping is to be FOB destination, inside to the contiguous 48 states,
Washington DC and point of exportation for Alaska, Hawaii, Puerto
Rico, and territories for shipments outside the 48 contiguous states.
The point of exportation location must be agreed to, in writing, by the
vendor and the Participating Entity. At that point, shipping terms,
charges and conditions should be negotiated with the end-user.
These Participating Entities must be notified in advance of any
possible shipping charges and mutually agreed to in writing before
any purchase or lease is allowed.
The Contractor(s) shall furnish equipment within twenty (20)
business days after receipt of order, or a delivery time mutually
agreed upon, in writing, between the Participating Entity and the
Contractor. The Contractor shall notify the Participating Entity in
advance of delivery of equipment so that the Participating Entitycan
make necessary arrangements. Delivery of start-up supplies shall be
made upon or before delivery of equipment. Delivery shall be made
in accordance with instructions (time and quantities ordered) from
the Participating Entity as detailed on the Purchase Order. All
deliveries shall be accompanied with a Bill of Lading containing the
Purchase Order number, the items ordered, the Master Agreement
numbers, (both the Master Agreement number and the Participating
Entities number) pricing and any special instructions. If there is a
discrepancy between the Purchase Order and what is listed on the
Master Agreement, it is the Contractor's obligation to seek
clarification from the Participating Entity.
All deliveries and installation work shall be performed during regular
working hours, defined as 7:00 A.M. to 6:00 P.M. Monday through
Friday. Changes may be granted with written approval of the
Participating Entity. Any delivery required to be performed outside
regular working hours or on Saturdays, Sundays or legal holidays,
as may be reasonably required consistent with contractual
obligations, and if agreeable to both the Contractor and the
Participating Entity, shall be agreed to in writing by both parties.
The Contractor shall be responsible for the delivery of equipment in
first class condition at the point of assembly, and in accordance with
good commercial practices. The Contractor shall also be responsible
for the removing of all debris associated with the purchase from the
premises.
21 Page (Rev 06-05-15)
• Packing for shipment shall be provided to adequately protect
the product and ensure safe shipment.
• Shipping cases shall be marked to indicate the name of the
Contractor/Manufacturer's name and address of receiving
Participating Entity, Purchase Order number, and Contract
number (both the Master Agreement number and the
Participating Entities number).
Participating Entities are authorized to order and the Contractor is
authorized to ship only those items approved and awarded under the
Master Agreement. If any items other than those awarded in the
applicable Master Agreement and not eliminated in the PA
negotiation process have been ordered and delivered, the
Participating Entity shall take any steps necessary to have the items
returned to the Contractor. Contractor shall issue full credit upon
return of item(s). Violation may result in administrative actions
including, but not be limited to termination of the Participating
Addendum or the Master Agreement.
3.4 Training & Support Services
3.4.1 Upon delivery and installation of specified equipment, the
Contractor shall provide training to personnel designated by the
Participating Entity. Operational Training must be provided to the
designated personnel until the personnel are able to operate the
equipment independently. The amount of training is determined by
the complexity of the equipment purchased, rented or leased by
the Participating Entity. Installed product and system training shall
be included in the price. Contractor shall provide additional training
at the Participating Entity's request throughout the life of the
equipment. All training will be performed on the Participating
Entity's sites, via remote or electronic delivery. Site required
training will be at no additional charge if the equipment is either
under warranty or an active maintenance plan. Upon the mutual
agreement of both parties, additional training outside of initial
installation will be at the participating entity's expense. Contractor
will be responsible for the cost of all travel, lodging and food; no
charges will be passed on to the Participating Entity.
The Contractor must agree to maintain a toll-free technical support
telephone line. The telephone line shall be accessible to
Participating Entity personnel who need to obtain competent
technical assistance regarding the installation or operation of the
Contractors equipment. The toll-free support line shall be available
during regular working hours, defined as 7.00 A.M. to 6.00 P.M.
local time Monday through Friday.
22 Page (Rev 06-05-15)
3.5 Instruction Manuals
3.5.1 Instruction manuals shall be included at no cost for each piece of
equipment that is purchased or rented. The instruction manual shall
contain, but not be limited to:
• Glossary
• A section defining the capabilities of the equipment
(specifications)
• A general section describing the technical operation of the
equipment
• A section describing the installation and use criteria of the
equipment
• A section on the primary points of contacts for sales, training
and maintenance/service
• All manuals and instruction shall be in the English language
3.6 Technology Advancements
New equipment and technologies will be considered for the possible
implementation as long as they are in consonance with USPS rules and
guidelines.
3.7 Software purchases or subscriptions
Software acquired under this Master Agreement shall be specific to the needs of
mail operations. Purchase order shall reference a manufacturer's most recent
release or version of the product unless the Participating Entity specifically
requests in writing a different version. As a minimum, software licenses shall
provide license rights as prescribed in section 20 of the NASPO ValuePoint Master
Agreement Terms and Conditions in Section 6 of this RFP. Rights in software
other than as proposed shall be negotiated and agreed to by the Participating
Entity as defined in the PA.
3.7.1 In addition to the services directly associated with the receipt of
product under this Scope, the Contractor(s) will provide services
related to the selection, purchase and management of distributed
software, these services include, but are not limited to:
3.7.1.1 Assemble, Production Equipment Only
3.7.1.2 Software Installation/Integration
3.7.1.3 Design, Production Equipment only
3.7.1.4 Maintenance, Annual and Time and Material
3.7.1.5 Legacy Maintenance
3.7.1.6 Lease/Rental/Purchase Options
3.8. Equipment Performance
3.8.1 Equipment at each individual location shall maintain, at all times a
95% or better uptime. Downtime shall be computed from the time the
23 1 Page (Rev 06-05-15)
Contractor representative is notified of equipment failure until the
equipment is fully operational. Equipment that does not meet the
performance standard of 95%for a two (2) consecutive month period
or for three (3) months in a rolling twelve (12) month period shall be
replaced by the Contractor with equal or better equipment. It is
understood and accepted that equipment failure may not be
attributed to the use of recycled paper and/or
recycled/remanufactured supplies, as long as those products meet
the specifications set by the USPS.
3.8.2 Replacement of Unsatisfactory Equipment.
The Contractor shall grant a credit for any equipment which fails to
perform at the effectiveness level defined in section 3.8.1 The credit
shall be equivalent to the percentage of down time experienced
within that month.
The Contractor may elect to replace an individual component or
section that is defective in Production Equipment. The Participating
Entity shall notify the Contractor in writing if the repair does not
resolve the issue. This written notification will act as a cure letter
allowing fifteen (15) days to have resolution plan in place.
During the warranty period, unsatisfactory equipment performance
will require an even exchange of equipment of equal or greater
performance at no additional cost.
After the warranty period, the credit value shall be the amount paid
at the time of purchase.
If equipment or software is not functional after 60 days of delivery,
the Purchasing Entity may return for full refund or cancel any rental
or lease agreement with no fees or charges of any kind.
3.9. Maintenance on Purchased Equipment
3.9.1 This Master Agreement recognizes two (2) categories of
maintenance, Preventive maintenance and Repair Service which is
covered by the Service Level Agreement. The Contractor must have
the resources, distribution capabilities, inventory of parts,
consumable supplies, and staff to meet the requirements of the
Master Agreement. Contractor or Contractor's Authorized
Dealers/Partners shall maintain replacement parts to ensure
minimum downtime. Pricing shall include all maintenance including,
but not limited to, all parts, labor and time, and preventative
maintenance services at the levels specified for each piece of
equipment. The Contractor must offer a full service maintenance
contract for all equipment placed. However, the Participating Entity
shall have the option of not entering into a maintenance/service
contract on purchased equipment, but choose to utilize the Time and
Materials option. On-site service shall be available on an immediate
24 Page (Rev 06-05-15)
need service call basis. Preventive scheduled maintenance is based
on the equipment requirements by the Manufacturer. These shall
include, cleaning, lubrication, parts replacement and necessary
adjustments. Maintenance on any equipment purchased under the
Master Agreement must be available for five years.
• Contractor /Authorized Dealer shall provide and maintain a toll-
free number, an email address and a fax number for Maintenance
and Repair Service.
3.9.2 If a Contractor is called due to non-performance of a system, and the
Contractor arrives and determines that the issue is with an excluded
item and not their product, they will notify the Purchasing Entity. If
the equipment is under a maintenance agreement or in the initial
one-year warranty time frame, there will be no cost to the Purchasing
Entity for the diagnostic call. If the equipment is not under warranty
or a maintenance plan the Contractor may charge their hourly
contracted rate.
3.10 Service Level Agreements
3.10.1 All Service Level Agreements shall meet the following
requirements:
3.10.1.1 Two (2) hour response time (acknowledgement) to all
written or oral notices of a service requirement due to
an equipment stoppage or malfunction.
3.10.1.2 A factory trained service technician, shall be on site
before close business or within 4 hours at the start
of the next business day.
3.10.1.3 Any Purchasing Entities that require a 24hr/7 days
per week maintenance agreement will be negotiated
during the PA process.
3.10.1.4 All parts that require maintenance by a service
technician are to be included and considered part of
the service repair plan. Failed/defective parts shall be
replaced at no additional charge to the Participating
Entity.
3.10.1.5 Consumable supplies shall be billed separately.
3.10.1.6 If the equipment includes licensed software, the
Contractor shall provide software support.
3.10.1.7 Contractor shall maintain a service log for each piece
of equipment at each location. Service log shall be
available for Participating entity to review.
3.10.1.8 The Contractor shall supply loaner equipment at
equal or greater functionality, at no additional charge,
for any inoperable equipment exceeding three (3)
business days from time of diagnosis. The Contractor
may offer, in lieu of loaner equipment, to provide
25 Page (Rev 06-05-15)
production or alternative services during the period of
26 1 Page (Rev 06-05-15)
repair. This shall be mutually agreed upon in writing
beforehand.
3.11 Legacy Maintenance
3.11.1 The Contractor shall provide maintenance on legacy devices already
sold to a Participating Entity. Pricing will be provided on an Individual
Case Basis (ICB), through a quote process.
3.11.2 The Contractor must have the resources, distribution capabilities,
inventory of parts, consumable supplies and staff to meet the
requirements of any Master Agreement. Legacy maintenance pricing
shall include but not limited to all parts, labor and time at the levels
specified for each piece of equipment that has previously been
purchased from the Manufacturer. The Participating Entity shall have
the option of not entering into a maintenance/service contract on
purchased equipment, but choose to utilize the Time and Materials
option. On-site service is to be available on both an immediate need
service call basis, and as needed for preventive maintenance.
Preventive maintenance shall be based on the needs of the
individual equipment as determined by the manufacturer. This shall
include cleaning, lubrication, necessary adjustments, and
replacement of unserviceable parts. Maintenance shall be available
for equipment that is up to 10 years old from date of purchase.
3.12 Design and Software Consulting Services
Design layout services must be provided at no cost by the Contractor, with the
exception of production environment equipment and software consulting services. The
total number of hours/days required for services must be agreed to in writing before any
design services or software consulting services are initiated. The Contractor shall only
charge for actuals costs incurred.
3.13 Installation/Integration
3.13.1 All equipment prices shall include installation, with the exception of
integrating software solutions and Production Equipment.
Contractor may charge the contracted rate for integrating software
and Production equipment installation. The total number of
hours/days needed shall be agreed to, in writing, before any
Installation or, Integration services may be initiated. The Contractor
shall charge only for actual costs incurred.
3.13.2 If a Contractor needs to utilize special Rigging (e.g. a crane) where
the Participating Entity does not have an elevator accessible for
moving the equipment, they may charge the hourly Installation
/Integration rate. However, all "rigging" charges shall be mutually
agreed to, in writing, before work begins.
27 Page (Rev 06-05-15)
3.13.3 Contractor shall affix a label or a decal to the equipment at the time
of installation showing warranty period by dates, and the name, address,
and telephone number of the Contractor responsible for warranty service of
the equipment.
3.13.4 The Contractor and the participating entity shall, prior to purchase, review
the installation location to ensure the proposed location meets the
manufacturer's installation criteria. If special installation is required, the
Contractor and Participating Entity shall agree in writing, to the total cost of
the installation based on the hourly/daily rates provided within the Master
Agreement. Should the proposed installation location not meet established
installation criteria, the Contractor and the Participating Entity may attempt
to locate an alternate mutually agreeable location for the equipment.
3.14 Software Maintenance.
Maintenance shall be available for all software licenses purchased. Software
maintenance shall include all software updates, patches and new releases/versions and
shall be available to all Participating Entities. It is the Contractor's responsibility to
communicate all updates, patches, and new releases/versions to all end users. No
additional fee shall be charged for installation of the upgrades. The Contractor shall be
responsible for Postage Scale software licensing.
3.15 Equipment Leasing.
Participating Entities may enter into lease agreements for the products covered in the
Master Agreement. Responders who wish to participate in lease agreements with these
individual states/entities must submit copies of all of their lease agreements with their
response to this RFP. The lease agreements will not be reviewed or evaluated as part of
the RFP evaluation process. The agreements will simply be made available to any state
or entity who wishes to negotiate a lease agreement with a Contractor. Any additional
Terms and Conditions submitted that are specifically for Equipment Leasing will not
become part of the Master Agreement, but the negotiated Lease T&C's will be made part
of the PA.
3.16 Equipment Rental.
Individual Participating States and Participating Entities may enter in to rental agreements
for the products covered in the Master Agreements resulting from the RFP, if they have
the legal authority to enter into these types of agreements. Responders who wish to
participate in rental agreements with these individual states/entities must submit copies
of all of their pertinent rental agreements with their responses to this RFP. No additional
Terms and Conditions shall apply to any rental agreements. The rental agreements will
not be reviewed or evaluated as part of the evaluation process. The agreements will
simply be made available to any state or entity who wishes to negotiate a rental
agreement with a Contractor. Any additional Terms and Conditions submitted that are
specifically for Equipment Rental will not become part of the Master Agreement, but the
28 1 Page (Rev 06-05-15)
negotiated Rental T&C's will be made part of the PA.
3.17 Develop and Maintain Website.
For each Participating Entity, the Contractor shall develop and support a website specific
to that Participating Entity, with content approved by the Contract Administrator and/or
State Procurement Officer as appropriate. This web site information shall be available
through the Internet without the use of additional software or licenses. Website should be
user friendly to allow for quick and easy access and use. Contractor should provide web-
based training regarding use of website at no additional cost, and online, email, or
telephone help should be available to assist during the Participating Entity's standard
working hours. Website must be available 24 x 7, except for scheduled maintenance and
be ADA compliant. No costs or expenses associated with providing this information shall
be charged to the Participating Entity. Universal Resource Locator (URL) for the website
must be supplied to the Participating Entity and the Master Agreement Contract
Administrator within 60 days of the execution of a PA. The website shall include Master
Agreement information, product information/catalog, and other pertinent information as
may be reasonably requested by Participating Entity.
3.17.1 Contract and General Information. The website will provide Master
Agreement information to include, at a minimum: the contract
number(s) (Master Agreement and PA); the Contractor's contact
names and titles, including primary contact and contacts to whom
incidents should be escalated; areas of responsibility for each
contact name as well as their phone numbers and email addresses;
Complete information for all Authorized Dealers/Partner for the
geographical area of the Purchasing Entity to include contact names
and titles, phone numbers, email addresses and a copy of the
escalation plan for the Purchasing Entity; information on use of
website; quote and ordering information; and any relevant
notifications concerning the equipment, supplies and support
available under any Master Agreement.
3.17.2 Online Catalog. The website shall provide Master Agreement and
ordering information to include, at a minimum: product names,
product numbers, product MSRP pricing, and product descriptions
(photos optional or links to access product literature optional), and
the contracted discount rate applicable to the product. Non-
authorized products or groups of products shall either not be
viewable on the website or shall be clearly marked as excluded
products. Regardless of the number and types of links to the
Contractor's electronic catalog, the Contractor shall ensure that all
eligible agencies purchasing from one PA are able to access one,
and only one, version of the product catalog.
3.17.3 Product Searching Capability. At a minimum, the online catalog
should be searchable by product name, product number, and
description.
29 Page (Rev 06-05-15)
3.18 Customer Service and Representation
3.18.1 Dedicated Representation and Timely Response. Contractor shall
provide a dedicated representative for each Participating Entity.The
Contractor shall submit a list of all Authorized Dealers/Partners by
State. The list shall include the name of the dealer, the contact name,
title, phone number, physical address, and email address. The
Participating Entity shall have sole discretion as to which of the
Authorized Dealers/Partner they choose to utilize. The
Representative will provide an individual for quote assistance,
equipment, services and support recommendations, track and report
on equipment lease/rental renewal deadlines, and serve as a contact
point for the Participating Entity. Contractor and Authorized Dealers
must commit to returning phone calls or responding to emails within
two business days.
3.18.2 Problem Escalation. Contractor must provide an incident escalation
path for each Participating Entity, providing on that Participating
Entity's website, the name, contact information, and role of
individuals to whom problems should be escalated if the problems
are not resolved by primary contact with both the Contractor and
Authorize Dealer/Partner.
3.18.3 Contract Reviews. The Contractor shall attend an annual meeting
with Master Agreement Contract Administrator and sourcing team
to review usage and discuss any issues that are occurring, if
requested. The Contractor shall meet more often if the Master
Agreement Contract Administrator deems necessary. The
Contractor shall conduct a customer satisfaction survey and
detailed issues encountered during the previous six-month term.
The Contractor shall be prepared to discuss overall effectiveness
of contract, total sales, potential cost savings opportunities when
could be passed through to the Participating Entities. In a renewal
year, the annual review will take place prior to contract extensions.
It is the Contractors responsibility to schedule meetings. The
Contractor Administrator shall schedule the meeting with the
Contactor.
3.19 Price Quote, General
Pricing shall be submitted in the Master Agreement as a discount off of MSRP list price,
with the following exceptions: Maintenance shall be priced based on a Time and Material
basis (hourly rate), Design (For Production Equipment only), Installation (Production
Equipment only), and Software Consulting Services shall be provided on an hourly/daily
rate basis. Individual PA's may use the Master Agreement pricing as a base and may
negotiate an adjusted rate. Any negotiated PA rates, exclusive of taxes or any individual
state's administrative fee, shall not exceed the MPA rates. As requested by Purchasing
Entity, for example on a high volume single order, Contractor may negotiate to reduce
cost for the Participating Entity. Firm individual order quotes shall be provided to
Purchasing Entity prior to order submittal. All quotes for purchase, rental or lease shall
30 1 Page (Rev 06-05-15)
contain enough detail to easily validate pricing contained within the Master Agreement.
3.19.1 Telephone or Email Quote Support. Contractor/Authorized Dealer
shall accept requests for quotes by telephone, fax, and email.
Contractor/Authorized Dealer shall provide and maintain a toll-free
number for Purchasing Entity to use. Contractor shall provide an
email address for receipt of requests for price quotes. The
Contractor must provide written quotes by fax, email or online as
requested by the Participating Entity.
3.19.2 Timely Quotes. Contractor/Authorized Dealer agrees to provide
quotes in a timely fashion. Expected response should be within 24
hours but no more than three business days after receiving all of
the pertinent information.
3.19.3 Guaranteed 90 Day Quote. Contractor is required to honor all
quotes for 90 calendar days.
3.19.4 Sales Promotion. The Contractor may conduct sales promotions
involving specific products for specified time periods. The
promotion should include: the product, the promotional price as
compared to the original price and the start and end dates of the
sales promotion. The contractor shall maintain a record of all sales
promotions and make it available upon request.
3.19.5 Extra-contractual Products and Services Prohibited. Products and
services not awarded in this contract are prohibited from being
offered.
3.20 Line Item Specifications
Postage Meter Rental (to include Legacy Postage Meters)
• Digital postage meter must have display that provides date, piece-count,
postage used, and postage unused.
• Must be refillable by phone and/or electronically that may be placed on a
master account or paid by P-Card.
• Must imprint postage from $0.01 to$99.99.
• No administrative fees for postage meter refills.
• Rental renewal available annually.
• No automatic renewals shall be allowed on this contract.
• No penalties for early rental termination.
Mailing Systems, Ultra Low Volume
• Digital or IBI (Information Based Indicia) Operation to conform with all USPS®
requirements.
31 Page (Rev 06-05-15)
• Manual Feed.
• Must meter, date envelopes.
• Handles mail envelopes from 3'/2" x 5" to 12" x 15".
• Interfaces with postage scales.
• Must include locking key or security feature.
• Must imprint postage from $0.01 to $99.99.
• Must have replaceable ink cartridge.
• Must have wet or dry tape system for oversize packages.
Mailing Eauiament, Mailing Systems, Low Volume
• Digital or IBI (Information Based Indicia) Operation to conform with all USPSO
requirements.
• Minimum feed speed of 30 pieces/minute.
• Must meter, date, and seal envelopes.
• Handles standard mail envelopes from 31/2" x 5" to 12" x 15".
• Interfaces with postage scales.
• Must include locking key or security feature.
• Must imprint postage from $0.01 to $99.99.
• Must have replaceable ink cartridge.
• Must have wet or dry tape system for oversize packages.
Mailing Eauiament. Mailing Systems, Medium Volume
• Digital or IBI (Information Based Indicia) Operation to conform with USPSO
requirements.
• Minimum feed speed of 45 pieces/minute.
• Must meter, date, and seal envelopes.
• Handles letter mail and large envelopes up to 3/8" thick and 7-1/2"wide.
• Interfaces with postage scales up to 100 lbs.
• Includes tape dispenser for parcel.
• Must imprint postage from $0.01 to $99.99.
• Must include locking key or security feature.
• Must have replaceable ink cartridge.
• To include water reservoir with water level indicator.
• Must have sealed and non-sealed modes.
Mailing Systems, High Volume
• Digital or IBI (Information Based Indicia) Operation to conform with USPSO
requirements.
• Minimum feed speed of 200 pieces/minute.
• Must meter, date, and seal envelopes.
• Handles letter mail and large envelopes from 3"x 5" to 13" x 13".
• Interfaces with postage scales up to 100lbs.
• Includes Tape Dispenser for parcel.
• Must imprint postage from $0.01 to $99.99.
32 Page (Rev 06-05-15)
• Must include locking key or security feature.
• Must have replaceable ink cartridge.
• To include water reservoir with water level indicator.
• Must have sealed and non-sealed modes.
Mailing System. Production
• Digital or IBI Operation to conform with USPSO requirements.
• Minimum feed speed of 300+ pieces/minute.
• Must meter, date, and seal envelopes.
• Handles letter mail and large envelopes from 3"x 5" to 13" x 13".
• Interfaces with postage scales up to 100 lbs.
• Includes Tape Dispenser for parcel.
• Must imprint postage from $0.01 to $99.99.
• Must include locking key or security feature.
• Must have replaceable ink cartridge.
• To include water reservoir with water level indicator.
• Must have sealed and non-sealed modes.
Integrated Postal Scales
• Capable of Interfacing with Postage Meter.
• Includes variety of rates including: Standard, First Class, Priority Mail,
Certified Mail, Return Receipt Registered, C.O.D., Insured, Registered, Bulk
Rates, etc.
• Includes keyboard graphics, operator prompts and menu selections.
• Special Carrier Rates.
• Capable of weighing to a 32nd of an oz., displaying in increments of 0.5 oz.
• Must electronically set postage meter by the touch of one button.
• Must include postal rate changes at no additional cost throughout the lease or
maintenance contract.
Letter Openers, Low Volume
• Includes Feeder and Stacker, Variable Trim Control.
• Processing speedup to 10,000 pieces per hour Minimum.
• Self-Sharpening trim blade adjusts to allow for narrow or wide cut.
• Includes Tray that collects 80 #10 opened envelopes and trimmings
Letter Openers, High Volume
• Includes Feeder and Stacker, Variable Trim Control.
• Processing speed over 20,000 pieces per hour Minimum.
• Self-Sharpening trim blade adjusts to allow for narrow or wide cut.
• Includes Tray that collects 150 opened envelopes and trimmings.
32 Page (Rev 06-05-15)
Letter Folders, Low Volume
• Automatic.
• Folds up to 10,000 sheets per hour minimum.
• Completes Standard or Custom folds. •
• Handles at a minimum paper from 3-1/8" x 4" x 9-1/2" x 14".
Letter Folders, High Volume
• Automatic.
• Folds more than 20,000 sheets per hour minimum.
• Completes Standard or Custom folds.
• Handles at a minimum paper from 3-1/8" x 4" x 12" x 18".
• Able to process Multiple Folds.
Inserters. Production
• Processes up to 5,500 sheets per hour minimum.
• Feeds, collates, folds, and, inserts material into envelopes.
• Jobs can be pre-programmed.
Folder/Inserters. Low volume
• Automatic.
• Completes Standard or Custom folds.
• Handles paper from 3-1/8" x 4" x 9-1/2" x 14".
• Processes up to 1,500 sheets per hour minimum.
• Feeds, collates, folds, and, inserts material into envelopes.
• Jobs can be pre-programmed.
Folders/Inserters. Medium Volume
• Automatic.
• Completes Standard or Custom folds.
• Handles paper from 3-1/8" x 4" x 9-1/2" x 14".
• Processes up from 1501 — 4,999 sheets per hour minimum.
• Feeds, collates, folds, and, inserts material into envelopes.
• Jobs can be pre-programmed.
Folders/Inserters. High Volume
• Automatic.
• Completes Standard or Custom folds.
• Handles paper from 3-1/8" x 4" x 9-1/2" x 14".
• Processes up to 5,000 — 9,999 sheets per hour minimum.
• Feeds, collates, folds, and, inserts material into envelopes.
• Jobs can be pre-programmed.
Folders/Inserters. Production
• Automatic.
33 Page (Rev 06-05-15)
• Completes Standard or Custom folds.
• Handles paper from 3-1/8" x 4" x 9-1/2" x 14".
• Processes over 10,000 sheets per hour minimum.
• Feeds, collates, folds, and, inserts material into envelopes.
• Jobs can be pre-programmed.
Envelope Mail Labeler, Low Volume
• Label Speed: up to 5,000 # 10 envelopes per hour.
• Applies permanent (peel off) labels ranging in size from 1" to 4" high and
maximum backing strip of 6".
• Adjustable label positioning from side-to-side and top-to-bottom of document.
• Motor driven take-up reel for label backing and control for adjusting for
different types of labels and backing.
• Includes digital counter.
Envelope Mail Labeler, Medium Volume
• Label Speed: up to 10,000 # 10 envelopes per hour.
• Applies permanent (peel off) labels ranging in size from 1" to 4" high and
maximum backing strip of 6".
• Adjustable label positioning from side-to-side and top-to-bottom of document.
• Motor driven take-up reel for label backing and control for adjusting for
different types of labels and backing.
• Includes digital counter.
Envelope Mail Labeler, High Volume
• Label Speed: up to 15,000 # 10 envelopes per hour.
• Applies permanent (peel off) labels ranging in size from 1" to 4" high and
maximum backing strip of 6".
• Adjustable label positioning from side-to-side and top-to-bottom of document.
• Motor driven take-up reel for label backing and control for adjusting for
different types of labels and backing.
• Includes digital counter.
Envelope Mail Labeler. Production
• Label Speed: up to 25,000 # 10 envelopes per hour.
• Applies permanent (peel off) labels ranging in size from 1" to 4" high and
maximum backing strip of 6".
• Adjustable label positioning from side-to-side and top-to-bottom of document.
• Motor driven take-up reel for label backing and control for adjusting for
different types of labels and backing.
• Includes digital counter.
Envelope Addressing System, Ink Jet, Low Volume
• Label Speed: up to 2,500 # 10 envelopes per hour.
• Applies address information directly to envelopes.
34 Page (Rev 06-05-15)
• Adjustable printing positioning from side-to-side and top-to-bottom of
document.
• Adjustable print resolution.
• Scalable fonts.
• Interface with Windows based software.
• Includes digital counter.
Envelope Addressing System, Ink Jet, Medium Volume
• Label Speed: up to 5,000 # 10 envelopes per hour.
• Applies address information directly to envelopes.
• Adjustable printing positioning from side-to-side and top-to-bottom of
document.
• Adjustable print resolution.
• Interface with Windows based software.
• Includes digital counter.
Envelope Addressing System, Ink Jet, High Volume
• Label Speed: up to 24,999 # 10 envelopes per hour.
• Applies address information directly to envelopes.
• Adjustable printing positioning from side-to-side and top-to-bottom of
document.
• Adjustable print resolution.
• Multiple print heads.
• Movable print heads.
• Print USPS Bar Codes.
• Scalable fonts.
• Interface with Windows based software.
• Includes digital counter.
Envelope Addressing System, Ink Jet. Production
• Label Speed: over 25,000 # 10 envelopes per hour.
• Applies address information directly to envelopes.
• Adjustable printing positioning from side-to-side and top-to-bottom of
document.
• Adjustable print resolution.
• Multiple print heads.
• Movable print heads.
• Scalable fonts.
• Print USPS Bar Codes.
• Interface with Windows based software.
• Includes digital counter.
Tabbers. Low Volume
• Complies with all USPS® regulations.
• Single-tab speeds up to 15,000/Hr.
35 Page (Rev 06-05-15)
• Multiple tabbing options (paper, clear translucent with or without perforation
etc.).
• Easy Programming and Set up.
• Automatic size adjusting (accepts various tab sizes).
• Accepts various types and sizes of media.
Tabbers. Medium Volume
• Complies with all USPS® regulations.
• Single-tab speeds from 15,001 - 22,000/Hr.
• Multiple tabbing options (paper, clear translucent with or without perforation
etc.).
• Easy Programming and Set up.
• Automatic size adjusting (accepts various tab sizes).
• Accepts various types and sizes of media.
Tabbers. High Volume
• Complies with all USPS® regulations.
• Single-tab speeds greater than 22,001/Hr. —50,000/Hr.
• Multiple tabbing options (paper, clear translucent with or without perforation
etc.).
• Easy Programming and Set up.
• Accepts various types and sizes of media.
Tabbers. Production
• Complies with all USPS® regulations.
• Single-tab speeds greater than 50,000/Hr.
• Multiple tabbing options (paper, clear translucent with or without perforation
etc.).
• Easy Programming and Set up.
• Accepts various types and sizes of media.
Check Imprinting/Endorsing
• Minimum monthly volume of 25,000.
• Utilize both cut sheet and continuous style documents.
• Able to provide a variety of options with regards to signatures, date stamps,
seals and logos on various locations on the document.
• Counters that can be reset and non-reset for audit purposes.
• Offers both tri-color and ultraviolet ink roll options.
Pressure Sealing. Production
• Creates a single piece mailer from a full range of stock or custom forms.
• Creates a single piece mailer with a continuous seal formed to assure
security and confidentiality.
• Must be able to detect when "double documents" are processed.
• Must be able to detect document jams during production.
• Shall have emergency shut off/safety devise.
36 Page (Rev 06-05-15)
Bursting Eauiament. Production
• Able to burst cut sheet.
• Able to burst at the perforation.
• Stack sequentially and continuous multipart documents.
• Burst at the horizontal perforations.
• Burst various locations of perforations.
Pre-sorting Eauiament. Production
• Minimum monthly volume of 100,000.
• Ability to sort various sizes of envelopes, flats and packages.
• Multiple Station.
• Various rates of speed.
• Ability to process the entire range of USPS.
Extractors
• Processes up to 3000 pieces per hour.
• One, Two, or, Three Sided Opening.
• Includes counting and monitoring system that counts pieces processed.
• Capable of processing various sizes of intermixed mail up to and including
#11 envelopes, heights to 5-1/4".
Mailing Furniture (specific to a category)
• Mailroom furniture shall be appropriate for the mailroom category being it is
being offered in.
• Mailroom work tables, pedestals, bins etc. must be constructed of wood,
steel or plastic bases with steel, laminate or wood tops that can support the
daily use and weight of mailroom product and equipment.
• Only furniture specifically related to the category/group of equipment may
be purchased under this category.
Mailing Furniture (general)
• Mailroom furniture shall not be specific to a piece of equipment or a
category/group.
• Mailroom free standing mail sorter tables, case works, mail carts etc. must
be constructed of wood, steel or plastic bases with steel, laminate orwood
tops that can support the dialing use and weight of mailroom activity.
Accessories
• Mailroom accessories must be appropriate for a mailroom operation.
• All accessories related to equipment configurations must be identified in the
equipment catalogs with the associated percentage % discount(s) off the
manufacturer's suggested retail price.
37 Page (Rev 06-05-15)
Software. License and Subscription
• Commercial off-the-shelf (COTS) and customized mail room related software
utilized by mailing equipment (e.g. tracking software or accounting software)
and purchased/leased on either a monthly or annual basis.
• All software must be specifically utilized only for mailing equipment
operations.
• Includes licensing, software maintenance, technical support and updates.
• All installations will be performed by the Contracted Supplier.
• Updates shall be performed by Contracted Supplier or user.
Software Consulting Services
• Consulting services for mailing solutions that may require requirements
definition, custom design, programming, testing and implementation as
outlined in a detailed statement of work.
Software Integration
• Consulting services provided by Contractor that includes but not limited to the
process of bringing together applications into one system to ensure the
applications function together as a whole for mailing room operations
functionality.
Training
• Additional training services as specified in Section 3.4.1.
Supplies /Consumables
• All Supplies/Consumables needed to operate the mailing device or
equipment.
• Regular paper is not included in this category.
• Labels for addressing and other mail room purposes are included.
Design. Production Only
• Billable only for Production equipment.
• Total hours/days with total fee will be agreed to in writing from both parties
before any work will begin.
• All other Design work is included in the cost of the mailing equipment.
Assembly/Installation. Production Only
• Billable only for Production equipment.
• Total hours/days with total fee will be agreed to in writing from both parties
before any work will begin.
• All other Installation work is included in the cost of the mailing equipment.
38 Page (Rev 06-05-15)
Equipment Leasing
• See section 3.15.
Eauiament Rental
• See section 3.16.
Eauiament Relocations Services
• Equipment Relocation Services include: dismantling, packing, transporting and
re-installing equipment at the Client Agency's request. No additional charges
shall be incurred for fuel or tolls. Awarded Vendors may charge for device
moves. Such charges must be in the format listed below according to the
distance from the original placement:
Move Distance from the Allowable
Zone Original Device Charge
Placement Format
100 Yards or less; or No Charge
Zone 1 within the same Allowed
building
Zone 2 Between Zone 1 and Flat Fee
50 miles
Zone 3 Outside of Zone 2 Per mile fee
39 Page (Rev 06-05-15)
Section 4: NASPO ValuePoint Master Agreement Statement of
Compliance
4.1. NASPO ValuePoint Master Agreement(s) resulting from this RFP will constitute the
final agreement except for negotiated terms and conditions specific to a Participating
Entity's Participating Addendum.
The Master Agreement will include, but not be limited to, the NASPO ValuePoint Standard
Terms and Conditions in Section 6 and Lead State specific terms and conditions required
to execute a master agreement, the statement of work, Section 3 and selected portions
of the Offeror's Proposal.
This section highlights particular terms and conditions of NASPO ValuePoint Master
Agreement Terms and Conditions, although Offerors will be bound to all the terms and
conditions when executing a Master Agreement as shown in section 6. Offerors must
include a statement in their Proposal that they have read and understand all of the terms
and conditions as shown in the Master Agreement (section 6).
4.1.a Insurance
To be eligible for award, the Offeror agrees to acquire insurance from an insurance carrier
or carriers licensed to conduct business in each Participating Entity's state at the
prescribed levels set forth in Section 21 of the NASPO ValuePoint Master Agreement
Terms and Conditions. Describe your insurance or plans to obtain insurance satisfying
the requirements in Section 21.
4.1.b NASPO ValuePoint Administrative Fee and Reporting Requirements
To be eligible for award, the Offeror agrees to pay a NASPO ValuePoint administrative fee
as specified in Paragraph 6 of Section 6 of the NASPO ValuePoint Master Agreement
Terms and Conditions. Moreover, specific summary and detailed usage reporting
requirements are prescribed in paragraph 7 of NASPO ValuePoint Master Agreement
Terms and Conditions.
Offerors shall identify the person responsible for providing the mandatory usage reports.
This information must be kept current during the contract period. Contractor will be
required to provide reporting contact within 15 days of Master Agreement execution.
4.1.c NASPO ValuePoint eMarket Center
To be eligible for award, the Offeror agrees, by submission of a Proposal, to cooperate
with NASPO ValuePoint and SciQuest (and any authorized agent or successor entity to
SciQuest) to integrate its presence in the NASPO ValuePoint eMarket Center either
through an electronic catalog (hosted or punchout site) or unique ordering instructions.
Refer to Paragraph 9, NASPO ValuePoint Master Agreement Terms and Conditions for
the prescribed requirements.
40 1 Page (Rev 06-05-15)
Those terms and conditions require as a minimum that the Offeror agree to participate in
development of ordering instructions. Proposer shall respond how they can support the
eMarket Center in the Proposal through either a hosted catalog or punchout solution.
4.2 Lead State Terms and Conditions.
Refer to Section 7 for the Lead State Special Terms and Conditions that apply to this
solicitation. Offeror shall indicate in their Proposal that they have read and understand
all of the requirements shown Lead State Terms and Conditions.
4.3 Participating State Terms and Conditions.
As a courtesy to Offerors, some Participating State Specific Terms and
Conditions are provided in Attachments to this solicitation. These are for
informational purposes only and will be negotiated with individual Participating
States after award of the Master Agreement. Each State reserves the right to
negotiate additional terms and conditions in its Participating Addendums.
Offerors shall submit a statement that they understand they may be required to
negotiate these additional terms and conditions when executing a Participating
Addendum.
4.4. Technical Requirements
This section contains technical requirements pertaining to the Mailroom Equipment
Supplies and Maintenance. Other sections of this RFP contain additional requirements
that must be met in order to be considered responsive. Offerors must identify in their
Proposal how their company meets or exceeds all requirements listed in Section 4 of this
RFP solicitation.
4.4.1 Offeror Profile
Provide the following information specific to your company:
a. Your company's full legal name.
b. Primary business address.
c. Describe your company ownership structure.
d. Employee size (number of employees).
e. Website.
f. Sales contact information.
g. Your client retention rate during the past 3 years.
h. A brief history of your company and the year it was founded.
i. Describe your company's growth during the past three years.
4.4.2 Customer Service
a. What are your hours of operation and when are key account people
available to us?
41 Page (Rev 06-05-15)
b. Describe how problem identification and resolution will be handled.
c. How will you service our account? Describe the system you will use to
manage our account.
d. How do you respond to customer complaints and service issues?
e. How do you assess customer satisfaction?
f. What are your quality assurance measures and how are they handled in
your organization?
4.4.3. Technology
a. Describe your online system that Purchasing Entities would use to place
orders and receive results? Include all methods of order submission.
b. Describe your ability and process to support a decentralized system of
orders submitted from many end users in multiple states and locations.
4.4.4. Data Security
a. What measures do you take to protect sensitive customer information?
4.4.5 Promotion of the NASPO ValuePoint Master Agreement
The NASPO ValuePoint Master Agreement Terms and Conditions include
program provisions governing participation in the cooperative, reporting and
payment of administrative fees, and marketing/education relating to the NASPO
ValuePoint cooperative procurement program. In this regard;
a. Briefly describe how you intend to promote the use of the Master
Agreement.
b. Knowing that state procurement officials (CPO) must permit use of the
Master Agreement in their state, how will you integrate the CPO's
permission into your plan for promoting the agreement?
c. Public entities are sensitive to "scope" issues, that is, whether performance
is within the intended scope of the solicitation as awarded. In the context of
your method of promoting agreements of this nature, howwould you clarify
any questions regarding the scope the agreement with respect to any
potential order?
d. How will your company manage due dates for administrative fee payments
and usage reports?
e. Through its Cooperative Development Coordinators and Education &
Outreach team, NASPO ValuePoint assists Lead States by engaging
vendors in strategies aimed at promoting master agreements. What
opportunities and/or challenges do you see in working with NASPO
ValuePoint staff in this way?
42 Page (Rev 06-05-15)
Section 5: Price and Cost Proposal
Cost in proposals will be evaluated independent of the technical evaluation. Cost proposal
must be submitted to the Lead State as a separate document in Offerors Proposal. Do
not embed cost proposal in the technical proposal response.
Offeror shall provide detailed costs for all costs associated with the responsibilities and
related services, per Attachment C and C1.
Cost for the NASPO ValuePoint Master Agreements shall be based on the following:
Offeror must submit cost, prices and rates as required by (Pricing and Pricing Scenario
Workbooks attached in ProcureAZ within the Attachments Tab), Cost Sheets. Prices and
rates shall include all anticipated charges, including but not limited to, freight and delivery,
cost of materials and product, travel expenses, transaction fees, overhead, profits, and
other costs or expenses incidental to the Offeror's performance.
The Lead State is exempt from federal excise taxes and no payment will be made for any
taxes levied on the Offeror's or any Subcontractor's employee's wages. The Lead State
will pay for any applicable Lead State or local sales or use taxes on the products provided
or the services rendered. If required by Lead State, Taxes shall be included as a separate
line item on an Offeror's invoice. The tax rules with respect to other Participating Entities
may vary and are expected to be addressed in the Participating Amendments.
43 1 Page (Rev 06-05-15)
NASPO
Valuepioint
Section 6: NASPO ValuePoint Master Agreement Terms and
Conditions
1. Master Agreement Order of Precedence
a. Any Order placed under this Master Agreement shall consist of the following
documents:
(1) A Participating Entity's Participating Addendum ("PA");
(2) NASPO ValuePoint Master Agreement Terms & Conditions;
(3) A Purchase Order issued against the Master Agreement;
(4) The Scope of Work, Section 3 of the Request for Proposals;
(5) The Solicitation or, if separately executed after award, the Lead State's bilateral
agreement that integrates applicable provisions;
(6) Contractor's response to the Solicitation, as revised (if permitted) and accepted
by the Lead State.
b. These documents shall be read to be consistent and complementary. Any conflict
among these documents shall be resolved by giving priority to these documents in the
order listed above. Contractor terms and conditions that apply to this Master Agreement
are only those that are expressly accepted by the Lead State and must be in writing and
attached to this Master Agreement as an Exhibit or Attachment.
2. Definitions
Acceptance is defined by the applicable commercial code, except Acceptance shall not
occur before the completion of delivery in accordance with the Order, installation if
required, and a reasonable time for inspection of the Product.
Contractor means the person or entity delivering Products or performing services under
the terms and conditions set forth in this Master Agreement.
Embedded Software means one or more software applications which permanently
reside on a computing device.
Intellectual Property means any and all patents, copyrights, service marks, trademarks,
trade secrets, trade names, patentable inventions, or other similar proprietary rights, in
tangible or intangible form, and all rights, title, and interest therein.
44 1 Page (Rev 06-05-15)
Lead State means the State centrally administering any resulting Master Agreement(s).
Master Agreement means the underlying agreement executed by and between the Lead
State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or
hereafter amended.
NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing
business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary
organization the National Association of State Procurement Officials (NASPO), the sole
member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of the
NASPO cooperative group contracting consortium of state chief procurement officials for
the benefit of state departments, institutions, agencies, and political subdivisions and
other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit
organizations, etc.) for all states, the District of Columbia, and territories of the United
States. NASPO ValuePoint is identified in the Master Agreement as the recipient of
reports and may perform contract administration functions relating to collecting and
receiving reports as well as other contract administration functions as assigned by the
Lead State.
Order or Purchase Order means any purchase order, sales order, contract or other
document used by a Purchasing Entity to order the Products.
Participating Addendum means a bilateral agreement executed by a Contractor and a
Participating Entity incorporating this Master Agreement and any other additional
Participating Entity specific language or other requirements, e.g. ordering procedures
specific to the Participating Entity, other terms and conditions.
Participating Entity means a state, or other legal entity, properly authorized to enter
into a Participating Addendum.
Participating State means a state, the District of Columbia, or one of the territories of
the United States that is listed in the Request for Proposal as intending to participate.
Upon execution of the Participating Addendum, a Participating State becomes a
Participating Entity; however, a Participating State listed in the Request for Proposals is
not required to participate through execution of a Participating Addendum.
Product means any equipment, software (including embedded software),
documentation, service or other deliverable supplied or created by the Contractor
pursuant to this Master Agreement. The term Products, supplies and services, and
products and services are used interchangeably in these terms and conditions.
45 1 Page (Rev 06-05-15)
Purchasing Entity means a state (as well as the District of Columbia and U.S
territories), city, county, district, other political subdivision of a State, and a nonprofit
organization under the laws of some states if authorized by a Participating Addendum,
who issues a Purchase Order against the Master Agreement and becomes financially
committed to the purchase.
NASPO ValuePoint Program Provisions
3. Term of the Master Agreement
a. The initial term of this Master Agreement is for Two (2) years. This Master Agreement
may be extended beyond the original contract for up to 36 months (not to exceed a 5-
year maximum) at the Lead State's discretion and by mutual agreement and upon review
of requirements of Participating Entities, current market conditions, and Contractor
performance.
b. The Master Agreement may be extended for a reasonable period of time, not to
exceed six months, if in the judgment of the Lead State a follow-on, competitive
procurement will be unavoidably delayed (despite good faith efforts) beyond the planned
date of execution of the follow-on master agreement. This subsection shall not be
deemed to limit the authority of a Lead State under its state law otherwise to negotiate
contract extensions.
4. Amendments
The terms of this Master Agreement shall not be waived, altered, modified,
supplemented or amended in any manner whatsoever without prior written agreement
of the Lead State and Contractor.
5. Participants and Scope
a. Contractor may not deliver Products under this Master Agreement until a Participating
Addendum acceptable to the Participating Entity and Contractor is executed. The
NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any
Order by a Participating Entity (and other Purchasing Entities covered by their
Participating Addendum), except to the extent altered, modified, supplemented or
amended by a Participating Addendum. By way of illustration and not limitation, this
authority may apply to unique delivery and invoicing requirements, confidentiality
requirements, defaults on Orders, governing law and venue relating to Orders by a
Participating Entity, indemnification, and insurance requirements. Statutory or
constitutional requirements relating to availability of funds may require specific language
in some Participating Addenda in order to comply with applicable law. The expectation
is that these alterations, modifications, supplements, or amendments will be addressed
in the Participating Addendum or, with the consent of the Purchasing Entity and
Contractor, may be included in the ordering document (e.g. purchase order or contract)
used by the Purchasing Entity to place the Order.
46 1 Page (Rev 06-05-15)
b. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies,
political subdivisions and other Participating Entities (including cooperatives)authorized
by individual state's statutes to use state contracts are subject to the approval of the
respective State Chief Procurement Official. Issues of interpretation and eligibility for
participation are solely within the authority of the respective State Chief Procurement
Official.
c. Obligations under this Master Agreement are limited to those Participating Entities
who have signed a Participating Addendum and Purchasing Entities within the scope of
those Participating Addenda. Financial obligations of Participating Entities who are
states are limited to the orders placed by the departments or other state agencies and
institutions having available funds. Participating Entities who are states incur no financial
obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed
PDF copy of each Participating Addendum to PA@naspovaluepoint.org to support
documentation of participation and posting in appropriate data bases.
d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO
ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative
purchasing organization assisting states in administering the NASPO cooperative
purchasing program for state government departments, institutions, agencies and
political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50
states, the District of Columbia and the territories of the United States.
e. Participating Addenda shall not be construed to amend the following provisions in this
Master Agreement between the Lead State and Contractor that prescribe NASPO
ValuePoint Program requirements: Term of the Master Agreement; Amendments;
Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed
Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance
Review; NASPO ValuePoint eMarketCenter; Right to Publish; Price and Rate Guarantee
Period; and Individual Customers. Any such language shall be void and of no effect.
f. Participating Entities who are not states may under some circumstances sign their own
Participating Addendum, subject to the approval of participation by the Chief
Procurement Official of the state where the Participating Entity is located. Coordinate
requests for such participation through NASPO ValuePoint. Any permission to participate
through execution of a Participating Addendum is not a determination that procurement
authority exists in the Participating Entity; they must ensure that they have the requisite
procurement authority to execute a Participating Addendum.
g. Resale. "Resale" means any payment in exchange for transfer of tangible goods,
software, or assignment of the right to services. Subject to any specific conditions
included in the solicitation or Contractor's proposal as accepted by the Lead State, or as
explicitly permitted in a Participating Addendum, Purchasing Entities may not resell
Products (the definition of which includes services that are deliverables). Absent any
such condition or explicit permission, this limitation does not prohibit: sales of Products
to the general public as surplus property; and fees associated with inventory transactions
47 1 Page (Rev 06-05-15)
with other governmental or nonprofit entities and consistent with a Purchasing Entity's
laws and regulations. Any sale or transfer permitted by this subsection must be
consistent with license rights granted for use of intellectual property.
6. Administrative Fees
a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint
Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty
(60) days following the end of each calendar quarter. The NASPO ValuePoint
Administrative Fee shall be submitted quarterly and is based on all sales of products and
services under the Master Agreement (less any charges for taxes or shipping). The
NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as
part of the pricing submitted with proposal.
b. Additionally, some states may require an additional fee be paid directly to the state
only on purchases made by Purchasing Entities within that state. For all such requests,
the fee level, payment method and schedule for such reports and payments will be
incorporated into the Participating Addendum that is made a part of the Master
Agreement. The Contractor may adjust the Master Agreement pricing accordingly for
purchases made by Purchasing Entities within the jurisdiction of the state. All such
agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or
the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting
the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be
based on the gross amount of all sales (less any charges for taxes or shipping) at the
adjusted prices (if any) in Participating Addenda.
7. NASPO ValuePoint Summary and Detailed Usage Reports
In addition to other reports that may be required by this solicitation, the Contractor shall
provide the following NASPO ValuePoint reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to
NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee
Reporting Tool found at http://www.naspo.orgMNCPO/Calculator.aspx. Any/all sales
made under this Master Agreement shall be reported as cumulative totals by state. Even
if Contractor experiences zero sales during a calendar quarter, a report is still required.
Reports shall be due no later than thirty (30) days following the end of the calendar
quarter (as specified in the reporting tool).
b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2)
entity/customer type, e.g. local government, higher education, K12, non-profit; (3)
Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4)
Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase
Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices);
(6) Purchase Order date; (7) Ship Date; (8) and line item description, including product
number if used. The report shall be submitted in any form required by the solicitation.
Reports are due on a quarterly basis and must be received by the Lead State and
48 1 Page (Rev 06-05-15)
NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after
the end of the reporting period. Reports shall be delivered to the Lead State and to the
NASPO ValuePoint Cooperative Development Team electronically through a designated
portal, email, CD-ROM, flash drive or other method as determined by the Lead State and
NASPO ValuePoint. Detailed sales data reports shall include sales information for all
sales under Participating Addenda executed under this Master Agreement. The format
for the detailed sales data report is in shown in Attachment H.
c. Reportable sales for the summary sales data report and detailed sales data report
includes sales to employees for personal use where authorized by the solicitation and
the Participating Addendum. Report data for employees should be limited to ONLY the
state and entity they are participating under the authority of (state and agency, city,
county, school district, etc.) and the amount of sales. No personal identification numbers,
e.g. names, addresses, social security numbers or any other numerical identifier,
may be submitted with any report.
d. Contractor shall provide the NASPO ValuePoint Cooperative Development
Coordinator with an executive summary each quarter that includes, at a minimum, a list
of states with an active Participating Addendum, states that Contractor is in negotiations
with and any Participating Addendum roll out or implementation activities and issues.
NASPO ValuePoint Cooperative Development Coordinator and Contractor will
determine the format and content of the executive summary. The executive summary is
due thirty (30) days after the conclusion of each calendar quarter.
e. Timely submission of these reports is a material requirement of the Master Agreement.
The recipient of the reports shall have exclusive ownership of the media containing the
reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-
exclusive, royalty free, transferable right to display, modify, copy, and otherwise use
reports, data and information provided under this section.
8. NASPO ValuePoint Cooperative Program Marketing and Performance Review
a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel.
Contractor agrees to present plans to NASPO ValuePoint for the education of
Contractor's contract administrator(s) and sales/marketing workforce regarding the
Master Agreement contract, including the competitive nature of NASPO ValuePoint
procurements, the Master agreement and participating addendum process, and the
manner in which qualifying entities can participate in the Master Agreement.
b. Contractor agrees to participate in an annual contract performance review at a location
selected by the Lead State and NASPO ValuePoint, which may include a discussion of
marketing action plans, target strategies, marketing materials, as well as Contractor
reporting and timeliness of payment of administration fees.
9. NASPO ValuePoint eMarket Center
a. In July 2011 , NASPO ValuePoint entered into a multi-year agreement with SciQuest,
49 1 Wage (Rev 06-05-15)
Inc. whereby SciQuest will provide certain electronic catalog hosting and management
services to enable eligible NASPO ValuePoint's customers to access a central online
website to view and/or shop the goods and services available from existing NASPO
ValuePoint Cooperative Contracts. The central online website is referred to as the
NASPO ValuePoint eMarket Center.
b. The Contractor will have visibility in the eMarket Center through Ordering Instructions.
These Ordering Instructions are available at no cost to the Contractor and provide
customers information regarding the Contractors website and ordering information. The
Contractor is required at a minimum to participate in the eMarket Center through
Ordering Instructions.
c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint
eMarket Center Site Admin shall provide a written request to the Contractor to begin
Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of
written request to work with NASPO ValuePoint to provide any unique information and
ordering instructions that the Contractor would like the customer to have.
d. If the solicitation requires either a catalog hosted on or integration of a punchout site
with eMarket Center, or either solution is proposed by a Contractor and accepted by the
Lead State, the provisions of the eMarket Center Appendix to these NASPO ValuePoint
Master Agreement Terms and Conditions apply.
10. Right to Publish
Throughout the duration of this Master Agreement, Contractor must secure from the Lead
State prior approval for the release of information that pertains to the potential work or
activities covered by the Master Agreement. This limitation does not preclude publication
about the award of the Master Agreement or marketing activities consistent with any
proposed and accepted marketing plan. The Contractor shall not make any
representations of NASPO ValuePoint's opinion or position as to the quality or
effectiveness of the services that are the subject of this Master Agreement without prior
written consent. Failure to adhere to this requirement may result in termination of the
Master Agreement for cause.
11. Price and Rate Guarantee Period
All prices and rates must be guaranteed for the initial term of the Master Agreement. All
discounts off Manufacturer's Suggested Retail Price are the minimum allowed
throughout the term of the MPA including any optional year extensions. Following the
initial Master Agreement period, any request for price or rate adjustment must be for an
equal guarantee period, and must be made at least Ninety (90) Days prior to the
effective date. Requests for price or rate adjustment must include sufficient
documentation supporting the request. Any adjustment or amendment to the Master
Agreement shall not be effective unless approved by the Lead State. No retroactive
adjustments to prices or rates will be allowed.
50 1 Page (Rev 06-05-15)
12. Individual Customers
Except to the extent modified by a Participating Addendum, each
Purchasing Entity shall follow the terms and conditions of the
Master Agreement and applicable Participating Addendum and
will have the same rights and responsibilities for their purchases
as the Lead State has in the Master Agreement, including but not
limited to, any indemnity or right to recover any costs as such
right is defined in the Master Agreement and applicable
Participating Addendum for their purchases. Each Purchasing
Entity will be responsible for its own charges, fees, and
liabilities. The Contractor will apply the charges and invoice
each Purchasing Entity individuals
Administration of Orders
13. Ordering
a. Master Agreement order and purchase order numbers shall be clearly shown on all
acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.
b. Purchasing Entities may define project-specific requirements and informally compete
the requirement among companies having a Master Agreement on an "as needed" basis.
This procedure may also be used when requirements are aggregated or other firm
commitments may be made to achieve reductions in pricing. This procedure may be
modified in Participating Addenda and adapted to the Purchasing Entity's rules and
policies. The Purchasing Entity may in its sole discretion determine which Master
Agreement Contractors should be solicited for a quote. The Purchasing Entity may select
the quote that it considers most advantageous, cost and other factors considered.
c. Each Purchasing Entity will identify and utilize its own appropriate purchasing
procedure and documentation. Contractor is expected to become familiar with the
Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies
and/or services contemplated by this Master Agreement.
Contractor shall not begin work without a valid Purchase Order or other appropriate
commitment document under the law of the Purchasing Entity.
d. Orders may be placed consistent with the terms of this Master Agreement during the
term of the Master Agreement.
e.All Orders pursuant to this Master Agreement, at a minimum, shall include-
(1) The services or supplies being delivered;
(2) The place and requested time of delivery;
(3) A billing address;
(4) The name, phone number, and address of the Purchasing Entity
51 1 rage (Kev ue-ub-];;
representative;
(5) The price per hour or other pricing elements consistent with this Master
Agreement and the contractor's proposal;
(6) A ceiling amount of the order for services being ordered; and
(7) The Master Agreement identifier.
f. All communications concerning administration of Orders placed shall be furnished
solely to the authorized purchasing agent within the Purchasing Entity's purchasing
office, or to such other individual identified in writing in the Order.
g. Orders must be placed pursuant to this Master Agreement prior to the termination date
thereof, but may have a delivery date or performance period up to 120 days past the
then-current termination date of this Master Agreement. Contractor is reminded that
financial obligations of Purchasing Entities payable after the current applicable fiscal year
are contingent upon agency funds for that purpose being appropriated, budgeted, and
otherwise made available.
h.Notwithstanding the expiration, cancellation or termination of this Master Agreement,
Contractor agrees to perform in accordance with the terms of any Orders then
outstanding at the time of such expiration or termination. Contractor shall not honor any
Orders placed after the expiration, cancellation or termination of this Master Agreement,
or otherwise inconsistent with its terms. Orders from any separate indefinite quantity,
task orders, or other form of indefinite delivery order arrangement priced against this
Master Agreement may not be placed after the expiration or termination of this Master
Agreement, notwithstanding the term of any such indefinite delivery orderagreement.
14. Shipping and Delivery
a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be
F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by
the Contractor. Responsibility and liability for loss or damage shall remain the
Contractor's until final inspection and acceptance when responsibility shall pass to the
Purchasing Entity except as to latent defects, fraud and Contractor's warranty
obligations. The minimum shipment amount, if any, will be found in the special terms
and conditions. Any order for less than the specified amount is to be shipped with the
freight prepaid and added as a separate item on the invoice. Any portion of an Order to
be shipped without transportation charges that is back ordered shall be shipped without
charge.
b. All deliveries will be "Inside Deliveries" as designated by a representative of the
Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a
loading dock, front lobby, or reception area. Specific delivery instructions will be noted
on the order form or Purchase Order. Any damage to the building interior, scratched
walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If
damage does occur, it is the responsibility of the Contractor to immediately notify the
Purchasing Entity placing the Order.
c. All products must be delivered in the manufacturer's standard package. Costs shall
include all packing and/or crating charges. Cases shall be of durable construction, good
52 1 rage (Rev 06-05-15)
condition, properly labeled and suitable in every respect for storage and handling of
contents. Each shipping carton shall be marked with the commodity, brand, quantity,
item code number and the Purchasing Entity's Purchase Order number
15. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal
and State laws and regulations.
16. Inspection and Acceptance
a. Where the Master Agreement or an Order does not otherwise specify a process for
inspection and Acceptance, this section governs. This section is not intended to limit
rights and remedies under the applicable commercial code.
b. All Products are subject to inspection at reasonable times and places before
Acceptance. Contractor shall provide right of access to the Lead State, or to any other
authorized agent or official of the Lead State or other Participating or Purchasing Entity,
at reasonable times, in order to monitor and evaluate performance, compliance, and/or
quality assurance requirements under this Master Agreement. Products that do not meet
specifications may be rejected. Failure to reject upon receipt, however, does not relieve
the contractor of liability for material (nonconformity that substantial impairs value) latent
or hidden defects subsequently revealed when goods are put to use. Acceptance of such
goods may be revoked in accordance with the provisions of the applicable commercial
code, and the Contractor is liable for any resulting expense incurred by the Purchasing
Entity related to the preparation and shipping of Product rejected and returned, or for
which Acceptance is revoked.
If any services do not conform to contract requirements, the Purchasing Entity may
require the Contractor to perform the services again in conformity with contract
requirements, at no increase in Order amount. When defects cannot be corrected by re-
performance, the Purchasing Entity may require the Contractor to take necessary action
to ensure that future performance conforms to contract requirements; and reduce the
contract price to reflect the reduced value of services performed.
c. The warranty period shall begin upon Acceptance.
d. Acceptance Testing may be explicitly set out in a Master Agreement to ensure
conformance to an explicit standard of performance. Acceptance Testing means the
process set forth in the Master Agreement for ascertaining that the Product meets the
standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance
Testing is prescribed, this subsection applies to applicable Products purchased under
this Master Agreement, including any additional, replacement, or substitute Product(s)
and any Product(s) which are modified by or with the written approval of Contractor after
Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30)
calendar days or other time period identified in this Master Agreement or the Participating
Addendum, starting from the day after the Product is delivered or, if installed, the day
after the Product is installed and Contractor certifies that the Product is ready for
Acceptance Testing. If the Product does not meet the standard of performance during
53 1 rage (Kev ue-ub-"I b)
the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue
Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon
rejection, the Contractor will have fifteen (15) calendar days to cure the standard of
performance issue(s). If after the cure period, the Product still has not met the standard
of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in
breach and terminate the Order; (b) demand replacement Product from Contractor at no
additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time
period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all
costs related to the preparation and shipping of Product returned pursuant to the section.
No Product shall be deemed Accepted and no charges shall be paid until the standard
of performance is met. The warranty period shall begin upon Acceptance.
54 1 Page (Rev 06-05-15)
17. Payment
Payment after Acceptance is normally made within 30 days following the date the entire
order is delivered or the date a correct invoice is received, whichever is later. After 45
days the Contractor may assess overdue account charges up to a maximum rate of one
percent per month on the outstanding balance, unless a different late payment amount
is specified in a Participating Addendum, Order, or otherwise prescribed by applicable
law. Payments will be remitted by mail or electronic transfer. Payments may be made
via a State or political subdivision "Purchasing Card" with no additional charge.
18. Warranty
Warranty provisions govern where specified elsewhere in the documents that constitute
the Master Agreement; otherwise this section governs. The Contractor warrants for a
period of one year from the date of Acceptance that: (a) the Product performs according
to all specific claims that the Contractor made in its response to the solicitation, (b) the
Product is suitable for the ordinary purposes for which such Product is used, (c) the
Product is suitable for any special purposes identified in the solicitation or for which the
Purchasing Entity has relied on the Contractor's skill or judgment, (d) the Product is
designed and manufactured in a commercially reasonable manner, and (e) the Product
is free of defects. Upon breach of the warranty, the Contractor will repair or replace (at
no charge to the Purchasing Entity) the Product whose nonconformance is discovered
and made known to the Contractor. If the repaired and/or replaced Product proves to be
inadequate, or fails of its essential purpose, the Contractor will refund the full amount of
any payments that have been made. The rights and remedies of the parties under this
warranty are in addition to any other rights and remedies of the parties provided by law
or equity, including, without limitation, actual damages, and, as applicable and awarded
under the law, to a prevailing party, reasonable attorneys' fees and costs.
19. Title of Product
Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity
title to the Product free and clear of all liens, encumbrances, or other security interests.
Transfer of title to the Product shall include an irrevocable and perpetual license to use
any Embedded Software in the Product. If Purchasing Entity subsequently transfers title
of the Product to another entity, Purchasing Entity shall have the right to transfer the
license to use the Embedded Software with the transfer of Product title. A subsequent
transfer of this software license shall be at no additional cost or charge to either
Purchasing Entity or Purchasing Entity's transferee.
20. License of Pre-Existing Intellectual Property
Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free,
irrevocable, license to use, publish, translate, reproduce, transfer with any sale of
tangible media or Product, perform, display, and dispose of the Intellectual Property, and
its derivatives, used or delivered under this Master Agreement, but not created under it
55 1 rage (Kev ue-ub-1;;
("Pre-existing Intellectual Property"). The Contractor shall be responsible for ensuring
that this license is consistent with any third party rights in the Pre-existing Intellectual
Property.
General Provisions
21. Insurance
a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the
term of this Master Agreement, maintain in full force and effect, the insurance described
in this section. Contractor shall acquire such insurance from an insurance carrier or
carriers licensed to conduct business in each Participating Entity's state and having a
rating of A-, Class VII or better, in the most recently published edition of A.M. Best's
Insurance Reports. Failure to buy and maintain the required insurance may result in this
Master Agreement's termination or, at a Participating Entity's option, result in termination
of its Participating Addendum.
b. Coverage shall be written on an occurrence basis. The minimum acceptable limits
shall be as indicated below:
(1) Commercial General Liability covering premises operations, independent
contractors, products and completed operations, blanket contractual liability,
personal injury (including death), advertising liability, and property damage, with
a limit of not less than $1 million per occurrence/$2 million general aggregate;
(2) Contractor must comply with any applicable State Workers Compensation or
Employers Liability Insurance requirements.
c. Contractor shall pay premiums on all insurance policies. Contractor shall provide
notice to a Participating Entity who is a state within five (5) business days after Contractor
is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that
cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.
d. Prior to commencement of performance, Contractor shall provide to the Lead State a
written endorsement to the Contractor's general liability insurance policy or other
documentary evidence acceptable to the Lead State that (1) names the Participating
States identified in the Request for Proposal as additional insureds, (2) provides for
written notice of cancellation shall be delivered in accordance with the policy provisions,
and (3) provides that the Contractor's liability insurance policy shall be primary, with any
liability insurance of any Participating State as secondary and noncontributory. Unless
otherwise agreed in any Participating Addendum, other state Participating Entities' rights
and Contractor's obligations are the same as those specified in the first sentence ofthis
subsection except the endorsement is provided to the applicable state.
e. Contractor shall furnish to the Lead State copies of certificates of all required insurance
in a form sufficient to show required coverage within thirty (30) calendar days of the
execution of this Master Agreement and prior to performing any work. Copies of renewal
certificates of all required insurance shall be furnished within thirty (30) days after any
renewal date to the applicable state Participating Entity. Failure to provide evidence of
56 1 Page (Rev 06-05-15)
coverage may, at the sole option of the Lead State, or any Participating Entity, result in
this Master Agreement's termination or the termination of any Participating Addendum.
e. Coverage and limits shall not limit Contractor's liability and obligations under this
Master Agreement, any Participating Addendum, or any Purchase Order.
22. Records Administration and Audit.
a. The Contractor shall maintain books, records, documents, and other evidence
pertaining to this Master Agreement and Orders placed by Purchasing Entities under it
to the extent and in such detail as shall adequately reflect performance and
administration of payments and fees. Contractor shall permit the Lead State, a
Participating Entity, a Purchasing Entity, the federal government (including its grant
awarding entities and the U.S. Comptroller General), and any other duly authorized
agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe
Contractor's books, documents, papers and records directly pertinent to this Master
Agreement or orders placed by a Purchasing Entity under it for the purpose of making
audits, examinations, excerpts, and transcriptions. This right shall survive for a period of
five (5) years following termination of this Agreement or final payment for any order
placed by a Purchasing Entity against this Agreement, whichever is later, or such longer
period as is required by the Purchasing Entity's state statutes, to assure compliance with
the terms hereof or to evaluate performance hereunder.
b. Without limiting any other remedy available to any governmental entity, the Contractor
shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for
any overpayments inconsistent with the terms of the Master Agreement or Orders or
underpayment of fees found as a result of the examination of the Contractor's records.
c. The rights and obligations herein exist in addition to any quality assurance obligation
in the Master Agreement requiring the Contractor to self-audit contract obligations and
that permits the Lead State to review compliance with those obligations.
23. Confidentiality, Non-Disclosure, and Injunctive Relief
a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in
the course of providing a Product under this Master Agreement, be exposed to or acquire
information that is confidential to Purchasing Entity or Purchasing Entity's clients. Any
and all information of any form that is marked as confidential or would by its nature be
deemed confidential obtained by Contractor or its employees or agents in the
performance of this Master Agreement, including, but not necessarily limited to (1) any
Purchasing Entity's records, (2) personnel records, and (3) information concerning
individuals, is confidential information of Purchasing Entity ("Confidential Information").
Any reports or other documents or items (including software) that result from the use of
the Confidential Information by Contractor shall be treated in the same manner as the
Confidential Information. Confidential Information does not include information that (1) is
or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by
Purchasing Entity to others without restrictions similar to those imposed by this Master
Agreement; (3) is rightfully in Contractor's possession without the obligation of
nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is
57 1 Page (Rev 06-05-15)
obtained from a source other than Purchasing Entity without the obligation of
confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is
independently developed by employees, agents or subcontractors of Contractor who can
be shown to have had no access to the Confidential Information.
b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at
least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign,
license, market, transfer or otherwise dispose of, give, or disclose Confidential
Information to third parties or use Confidential Information for any purposes whatsoever
other than what is necessary to the performance of Orders placed under this Master
Agreement. Contractor shall advise each of its employees and agents of their obligations
to keep Confidential Information confidential. Contractor shall use commercially
c. Reasonable efforts to assist Purchasing Entity in identifying and preventing any
unauthorized use or disclosure of any Confidential Information. Without limiting the
generality of the foregoing, Contractor shall advise Purchasing Entity, applicable
Participating Entity, and the Lead State immediately if Contractor learns or has reason
to believe that any person who has had access to Confidential Information has violated
or intends to violate the terms of this Master Agreement, and Contractor shall at its
expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief
in the name of Purchasing Entity or Contractor against any such person. Except as
directed by Purchasing Entity, Contractor will not at any time during or after the term of
this Master Agreement disclose, directly or indirectly, any Confidential Information to any
person, except in accordance with this Master Agreement, and that upon termination of
this Master Agreement or at Purchasing Entity's request, Contractor shall turn over to
Purchasing Entity all documents, papers, and other matter in Contractor's possession
that embody Confidential Information. Notwithstanding the foregoing, Contractor may
keep one copy of such Confidential Information necessary for quality assurance, audits
and evidence of the performance of this Master Agreement.
d. Injunctive Relief. Contractor acknowledges that breach of this section, including
disclosure of any Confidential Information, will cause irreparable injury to Purchasing
Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may
seek and obtain injunctive relief against the breach or threatened breach of the foregoing
undertakings, in addition to any other legal remedies that may be available. Contractor
acknowledges and agrees that the covenants contained herein are necessary for the
protection of the legitimate business interests of Purchasing Entity and are reasonable
in scope and content.
e. Purchasing Entity Law. These provisions shall be applicable only to extent they are
not in conflict with the applicable public disclosure laws of any Purchasing Entity.
24. Public Information.
This Master Agreement and all related documents are subject to disclosure pursuant to
the Purchasing Entity's public information laws.
25. Assignment/Subcontracts
a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate
58 1 rage (Kev ue-ub-1 b)
responsibilities under this Master Agreement, in whole or in part, without the prior written
approval of the Lead State.
b. The Lead State reserves the right to assign any rights or duties, including written
assignment of contract administration duties to NASPO Cooperative Purchasing
Organization LLC, doing business as NASPO ValuePoint.
26. Changes in Contractor Representation
The Contractor must notify the Lead State of changes in the Contractor's key
administrative personnel managing the Master Agreement in writing within 10 calendar
days of the change. The Lead State reserves the right to approve changes in key
personnel, as identified in the Contractor's proposal. The Contractor agrees to propose
replacement key personnel having substantially equal or better education, training, and
experience as was possessed by the key person proposed and evaluated in the
Contractor's proposal.
27. Independent Contractor
The Contractor shall be an independent contractor. Contractor shall have no
authorization, express or implied, to bind the Lead State, Participating States, other
Participating Entities, or Purchasing Entities to any agreements, settlements, liability or
understanding whatsoever, and agrees not to hold itself out as agent except as expressly
set forth herein or as expressly agreed in any Participating Addendum.
28. Cancellation
Unless otherwise stated, this Master Agreement may be canceled by either party upon
60 days' written notice prior to the effective date of the cancellation. Further, any
Participating Entity may cancel its participation upon 30 days' written notice, unless
otherwise limited or stated in the Participating Addendum. Cancellation may be in whole
or in part. Any cancellation under this provision shall not affect the rights and obligations
attending orders outstanding at the time of cancellation, including any right of a
Purchasing Entity to indemnification by the Contractor, rights of payment for Products
delivered and accepted, rights attending any warranty or default in performance in
association with any Order, and requirements for records administration and audit.
Cancellation of the Master Agreement due to Contractor default may be immediate.
29. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default
caused by fire, riot, unusually severe weather, other acts of God, or war which are
beyond that party's reasonable control. The Lead State may terminate this Master
Agreement after determining such delay or default will reasonably prevent successful
performance of the Master Agreement.
30. Defaults and Remedies
a. The occurrence of any of the following events shall be an event of default under this
Master Agreement:
59 1 rage (Kev ue-ub-1 b)
(1) Nonperformance of contractual requirements; or
(2) A material breach of any term or condition of this Master Agreement; or
(3) Any certification, representation or warranty by Contractor in response to the
solicitation or in this Master Agreement that proves to be untrue or materially
misleading; or
(4) Institution of proceedings under any bankruptcy, insolvency, reorganization or
similar law, by or against Contractor, or the appointment of a receiver or similar
officer for Contractor or any of its property, which is not vacated or fully stayed
within thirty (30) calendar days after the institution or occurrence thereof; or
(5) Any default specified in another section of this Master Agreement.
60 Page (Rev 06-05-15)
b. Upon the occurrence of an event of default, the Lead State shall issue a written notice
of default, identifying the nature of the default, and providing a period of 15 calendar
days in which Contractor shall have an opportunity to cure the default. The Lead State
shall not be required to provide advance written notice or a cure period and may
immediately terminate this Master Agreement in whole or in part if the Lead State, in its
sole discretion, determines that it is reasonably necessary to preserve public safety or
prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate
Contractor's liability for damages, including liquidated damages to the extent provided
for under this Master Agreement.
c. If Contractor is afforded an opportunity to cure and fails to cure the default within the
period specified in the written notice of default, Contractor shall be in breach of its
obligations under this Master Agreement and the Lead State shall have the right to
exercise any or all of the following remedies:
(1) Exercise any remedy provided by law; and
(2) Terminate this Master Agreement and any related Contracts or portions
thereof; and
(3) Impose liquidated damages as provided in this Master Agreement; and
(4) Suspend Contractor from being able to respond to future bid solicitations; and
(5) Suspend Contractor's performance; and
(6) Withhold payment until the default is remedied.
d. Unless other specified in the Participating Addendum, in the event of a default under
a Participating Addendum, a Participating Entity shall provide a written notice of default
as described in this section and have all of the rights and remedies under this paragraph
regarding its participation in the Master Agreement, in addition to those set forth in its
Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing
Entity shall provide written notice of default as described in this section and have all of
the rights and remedies under this paragraph and any applicable Participating
Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these
Master Agreement Terms and Conditions shall be construed to limit the rights and
remedies available to a Purchasing Entity under the applicable commercial code.
31. Waiver of Breach
Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default
or enforce any rights and remedies shall not operate as a waiver under this Master
Agreement or Participating Addendum. Any waiver by the Lead State, Participating
Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating
Entity of any default, right or remedy under this Master Agreement or Participating
61 1 Page (Rev 06-05-15)
Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of
any terms or requirements of this Master Agreement, a Participating Addendum, or
Purchase Order shall not be construed or operate as a waiver of any subsequent default
or breach of such term or requirement, or of any other term or requirement under this
Master Agreement, Participating Addendum, or Purchase Order.
32. Debarment
The Contractor certifies that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from
participation in this transaction (contract) by any governmental department or agency.
This certification represents a recurring certification made at the time any Order is placed
under this Master Agreement. If the Contractor cannot certify this statement, attach a
written explanation for review by the Lead State.
33. Indemnification
a. Indemnification by the Contractor of the Lead State is governed by Section 7.1W of
this RFP. Otherwise, the Contractor shall defend, indemnify and hold harmless NASPO,
NASPO Cooperative Purchasing Organization LLC (doing business as NASPO
ValuePoint), Participating Entities, and Purchasing Entities, along with their officers,
agents, and employees as well as any person or entity for which they may be liable, from
and against third-party claims, damages or causes of action including reasonable
attorneys' fees and related costs for any death, injury, or damage to tangible property
arising from act(s), error(s), or omission(s) of the Contractor, its employees or
subcontractors or volunteers, at any tier, relating to the performance under the Master
Agreement.
b. Indemnification — Intellectual Property. Indemnification by the Contractor of the Lead
State is government by Section 7.2, State of Arizona Uniform Terms and Conditions,
subsection 6.2. Otherwise, the Contractor shall defend, indemnify and hold harmless
NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO
ValuePoint), Participating Entities, Purchasing Entities, along with their officers, agents,
and employees as well as any person or entity for which they may be liable ("Indemnified
Party"), from and against claims, damages or causes of action including reasonable
attorneys' fees and related costs arising out of the claim that the Product or its use,
infringes Intellectual Property rights ("Intellectual Property Claim") of another person or
entity.
(1) The Contractor's obligations under this section shall not extend to any
combination of the Product with any other product, system or method, unless the
Product, system or method is:
(a) provided by the Contractor or the Contractor's subsidiaries oraffiliates;
(b) specified by the Contractor to work with the Product; or
(c) reasonably required, in order to use the Product in its intended manner,
62 1 Page (Rev 06-05-15)
and the infringement could not have been avoided by substituting another
reasonably available product, system or method capable of performing the
same function; or
(d) It would be reasonably expected to use the Product in combination with
such product, system or method.
(2) The Indemnified Party shall notify the Contractor within a reasonable time after
receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to
provide reasonable notice, the Contractor shall not be relieved from its obligations unless
the Contractor can demonstrate that it was prejudiced in defending the Intellectual
Property Claim resulting in increased expenses or loss to the Contractor. If the
Contractor promptly and reasonably investigates and defends any Intellectual Property
Claim, it shall have control over the defense and settlement of it. However, the
Indemnified Party must consent in writing for any money damages or obligations for
which it may be responsible. The Indemnified Party shall furnish, at the Contractor's
reasonable request and expense, information and assistance necessary for such
defense. If the Contractor fails to vigorously pursue the defense or settlement of the
Intellectual Property Claim, the Indemnified Party may assume the defense or settlement
of it and the Contractor shall be liable for all costs and expenses, including reasonable
attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of the
Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject
to any limitations of liability in this Master Agreement or in any other document executed
in conjunction with this Master Agreement.
34. No Waiver of Sovereign Immunity
In no event shall this Master Agreement, any Participating Addendum or any contract or
any Purchase Order issued thereunder, or any act of the Lead State, a Participating
Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether
sovereign immunity, governmental immunity, immunity based on the Eleventh
Amendment to the Constitution of the United States or otherwise, from any claim or from
the jurisdiction of any court.
This section applies to a claim brought against the Participating Entities who are states
only to the extent Congress has appropriately abrogated the state's sovereign immunity
and is not consent by the state to be sued in federal court. This section is also not a
waiver by the state of any form of immunity, including but not limited to sovereign
immunity and immunity based on the Eleventh Amendment to the Constitution of the
United States.
35. Governing Law and Venue
a. The procurement, evaluation, and award of the Master Agreement shall be governed
by and construed in accordance with the laws of the Lead State sponsoring and
administering the procurement. The construction and effect of the Master Agreement
after award shall be governed by the law of the state serving as Lead State. The
construction and effect of any Participating Addendum or Order against the Master
63 1 Wage (Rev 06-05-15)
Agreement shall be governed by and construed in accordance with the laws of the
Participating Entity's or Purchasing Entity's State.
b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or
action relating to the procurement, evaluation, and award is in the Lead State. Venue for
any claim, dispute or action concerning the terms of the Master Agreement shall be in
the state serving as Lead State. Venue for any claim, dispute, or action concerning any
Order placed against the Master Agreement or the effect of a Participating Addendum
shall be in the Purchasing Entity's State.
c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely
and exclusively within the United States District Court for (in decreasing order of priority):
The Lead State for claims relating to the procurement, evaluation, award, or contract
performance or administration if the Lead State is a party; a Participating State if a named
party; the state where the Participating Entity or Purchasing Entity is located if either is
a named party.
36. Assignment of Antitrust Rights
Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief
or cause of action which the Contractor now has or which may accrue to the Contractor
in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-
15 or a Participating Entity's state antitrust provisions), as now in effect and as may be
amended from time to time, in connection with any goods or services provided in that
state for the purpose of carrying out the Contractor's obligations under this Master
Agreement or Participating Addendum, including, at the Participating Entity's option, the
right to control any such litigation on such claim for relief or cause of action.
37. Contract Provisions for Orders Utilizing Federal Funds.
Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract
Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with
federal funds may have additional contractual requirements or certifications that must be
satisfied at the time the Order is placed or upon delivery. These federal requirements
may be proposed by Participating Entities in Participating Addenda and Purchasing
Entities for incorporation in Orders placed under this Master Agreement.
(November 2015)
64 1 Page (Rev 06-05-15)
eMarket Center Appendix
a. This Appendix applies whenever a catalog hosted by or integration of a punchout site
with eMarket Center is required by the solicitation or either solution is proposed by a
Contractor and accepted by the Lead State.
b. Supplier's Interface with the eMarket Center. There is no cost charged by SciQuest to
the Contractor for loading a hosted catalog or integrating a punchout site.
c. At a minimum, the Contractor agrees to the following:
(1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin shall
provide a written request to the Contractor to begin enablement process. The Contractor
shall have fifteen (15) days from receipt of written request to work with NASPO
ValuePoint and SciQuest to set up an enablement schedule, at which time SciQuest's
technical documentation shall be provided to the Contractor. The schedule will include
future calls and milestone dates related to test and go live dates. The contractor shall
have a total of Ninety (90) days to deliver either a (1) hosted catalog or (2) punch-out
catalog, from date of receipt of written request.
(2) NASPO ValuePoint and SciQuest will work with the Contractor, to decide
which of the catalog structures (either hosted or punch-out as further described below)
shall be provided by the Contractor. Whether hosted or punch-out, the catalog must
be strictly limited to the Contractor's awarded contract offering (e.g. products
and/or services not authorized through the resulting cooperative contract should
not be viewable by NASPO ValuePoint Participating Entity users).
(a) Hosted Catalog. By providing a hosted catalog, the Contractor is
providing a list of its awarded products/services and pricing in an electronic data
file in a format acceptable to SciQuest, such as Tab Delimited Text files. In this
scenario, the Contractor must submit updated electronic data [Insert Time Frame
Here] to the eMarket Center for the Lead State's approval to maintain the most
up-to-date version of its product/service offering under the cooperative contract in
the eMarket Center.
(b) Punch-Out Catalog. By providing a punch-out catalog, the Contractor
is providing its own online catalog, which must be capable of being integrated with
the eMarket Center as a. Standard punch-in via Commerce eXtensible Markup
Language (cXML). In this scenario, the Contractor shall validate that its online
catalog is up-to-date by providing a written update to the Lead State stating they
have audited the offered products/services and pricing listed on its online catalog.
The site must also return detailed UNSPSC codes (as outlined in line 3) for each
line item. Contractor also agrees to provide e-Quote functionality to facilitate
volume discounts.
d. Revising Pricing and Product Offerings: Any revisions to product/service offerings
65 1 Page (Rev 06-05-15)
(new products, altered SKUs, new pricing etc.) must be pre-approved by the Lead State
and shall be subject to any other applicable restrictions with respect to the frequency or
amount of such revisions. However, no cooperative contract enabled in the eMarket
Center may include price changes on a more frequent basis than once per year. The
following conditions apply with respect to hosted catalogs:
(1). Updated pricing files are required by the 1 st of the month and shall go
into effect in the eMarket Center on the 1st day of the following month (i.e. file
received on 1/01/13 would be effective in the eMarket Center on 2/01/13). Files
received after the 1 st of the month may be delayed up to a month (i.e. file received
on 11/06/09 would be effect in the eMarket Center on 1/01/10).
(2) Lead State-approved price changes are not effective until implemented
within the eMarket Center. Errors in the Contractor's submitted pricing files will
delay the implementation of the price changes in eMarket Center.
e. Supplier Network Requirements: Contractor shall join the SciQuest Supplier Network
(SQSN) and shall use the SciQuest's Supplier Portal to import the Contractor's catalog
and pricing, into the SciQuest system, and view reports on catalog spend and
product/pricing freshness. The Contractor can receive orders through electronic delivery
(cXML) or through low-tech options such as fax. More information about the SQSN can
be found at: www.sciguest.com or call the SciQuest Supplier Network Services team at
800-233-1121.
f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a
punch-out catalog, the Contractor agrees to meet the following requirements:
(1) Catalog must contain the most current pricing, including all applicable
administrative fees and/or discounts, as well as the most up-to-date product/service
offering the Contractor is authorized to provide in accordance with the cooperative
contract; and
(2) The accuracy of the catalog must be maintained by Contractor throughout the
duration of the cooperative contract between the Contractor and the Contract
Administrator; and
(3) The Catalog must include a Lead State contract identification number; and
(4) The Catalog must include detailed product line item descriptions; and
(5) The Catalog must include pictures when possible; and
(6) The Catalog must include any additional NASPO ValuePoint and Participating
Addendum requirements. Although suppliers in the SQSN normally submit one (1)
catalog, it is possible to have multiple contracts applicable to different NASPO
ValuePoint Participating Entities. For example, a supplier may have different pricing for
66 1 Page (Rev 06-05-15)
state government agencies and Board of Regents institutions. Suppliers have the ability
and responsibility to submit separate contract pricing for the same catalog if applicable.
The system will deliver the appropriate contract pricing to the user viewing the catalog.
g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders
via fax or cXML. The Contractor shall provide positive confirmation via phone or email
within 24 hours of the Contractor's receipt of the Purchase Order. If the Purchasing Order
is received after 3pm EST on the day before a weekend or holiday, the Contractor must
provide positive confirmation via phone or email on the next business day.
h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard
Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are
driven by SciQuest for the suppliers and are upgraded every year. NASPO ValuePoint
reserves the right to migrate to future versions of the UNSPSC and the Contractor shall
be required to support the migration effort. All line items, goods or services provided
under the resulting statewide contract must be associated to a UNSPSC code. All line
items must be identified at the most detailed UNSPSC level indicated by segment, family,
class and commodity. More information about the UNSPSC is available at:
http://www.unspsc.com and http://www.unspsc.com/FAQs.asp#howdoesunspscwork.
i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts
appear in the eMarket Center and that NASPO ValuePoint may elect at any time to
remove any supplier's offering from the eMarket Center.
j. The Lead State reserves the right to approve the pricing on the eMarket Center. This
catalog review right is solely for the benefit of the Lead State and Participating Entities,
and the review and approval shall not waive the requirement that products and services
be offered at prices (and approved fees) required by the Master Agreement.
k. Several NASPO ValuePoint Participating Entities currently maintain separate
SciQuest eMarketplaces, these Participating Entities do enable certain NASPO
ValuePoint Cooperative Contracts. In the event one of these entities elects to use
this NASPO ValuePoint Cooperative Contract (available through the eMarket
Center) but publish to their own eMarketplace, the Contractor agrees to work in
good faith with the entity and NASPO ValuePoint to implement the catalog.
NASPO ValuePoint does not anticipate that this will require substantial additional
efforts by the Contractor; however, the supplier agrees to take commercially
reasonable efforts to enable such separate SciQuest catalogs.
67 1 Page (Rev 06-05-15)
Section 7: Lead State (State of Arizona) Terms and Conditions
7.1 State of Arizona Special terms and Conditions
A. Purpose
Pursuant to provisions of the Arizona Procurement Code. A.R.S. 41-2501 Et
Seq., the State of Arizona intends to establish a Contract (Participating
Addendum, PA) for the materials or services as listed herein on service to the
State.
B. Contract Type- Fixed Price
C. Licenses
Contractor shall maintain in current status all Federal, State and Local licenses
and permits required for the operation of a business conducted by the
contractor.
D. Volume of Work
The State does not guarantee a specific amount of work either for the life of
the Contract or on an annual basis.
E. Key Personnel
It is essential that the contractor provide an adequate staff of experienced
personnel, capable of and devoted to the successful accomplishment of work
to be performed under this contract. The contractor must assign specific
individuals to the key positions.
1. The Contractor agrees that, once assigned to work under this Contract,
key personnel shall not be removed or replaced without written notice to
the State.
2. Key personnel who are not available for work under this Contract for a
continuous period exceeding thirty (30) calendar days, or are expected to
devote substantially less effort to the work than initially anticipated, the
contractor shall immediately notify the State and shall subject to the
concurrence of the State, replace such personnel of substantially equal
ability and qualifications.
F. Price or Rate Adjustment
Any price or rate adjustment shall be within the confines of the awarded
contract, or as negotiated in service to this Contract. Any price or rate
adjustment requested must not exceed the Producers Price Index (PPI) by
Industry: Other Commercial and Service Industry Machinery Manufacturing:
Mailing, Letter Handling, and Addressing Machines, Except Parts and
Attachments, Series ID: PCU3333183333183A at time of requested
adjustment. Any negotiated price adjustments for this Contract shall be
documented via a bilateral Contract Amendment.
68 Page (Rev 06-05-15)
G. Information Disclosure
The Contractor shall establish and maintain procedures and controls that are
acceptable to the State for the purpose of assuring that no information
contained in its records or obtained from the state or from others in carrying
out its functions under the contract shall be used or disclosed by it, its agents,
officers, or employees, except as required to efficiently perform duties under
the Contract. Persons requesting such information should be referred to the
State. The Contractor also agrees that any information pertaining to individual
persons shall not be divulged other than to employees or officers of the
Contractor as needed for the performance of duties under the Contract, unless
otherwise agreed to in writing by the State.
H. Employees of the Contractor
All employees of the Contractor employed in the performance of work under
the Contract shall be considered employees of the Contractor at all times, and
not employees of the State. The Contractor shall comply with the Social
Security Act, Workman's Compensation laws and Unemployment laws of the
State of Arizona and all State, local and Federal legislation relevant to the
Contractor's business.
I. Warranty
All services supplied under this Contract shall be fully guaranteed by the
Contractor for a minimum period of ninety (90) days from the date of
acceptance by the State. Any defects of design, workmanship, or delivered
materials that would result in non-compliance shall be fully corrected by the
Contractor without cost to the State.
J. Non-Exclusive Contract
Any Contract resulting from this solicitation shall be awarded with the
understanding and agreement that it is for the sole convenience of the State
of Arizona. The State reserves the right to obtain like goods or services from
another source when necessary, or when determined to be in the best interest
of the State.
1. Method of Assessment:
At the completion of each quarter, the contractor reviews all sales under
their contract in preparation for submission of their Usage Report. The
contractor identifies all sales receipts transacted by members of the State
Purchasing Cooperative and assesses one percent (1.0%) of this amount
in their Usage Report. An updated list of State Purchasing Cooperative
members may be found at: https://spo.az.gov/state-purchasing-
cooperative. At its option, the State may expand or narrow the applicability
of this fee. The State shall provide thirty (30) written notice prior to
exercising or changing this option. The contractor shall summarize all
sales, along with all assessed Administrative Fee amounts within their
Usage Report, including total amounts for the following:
69 Page (Rev 06-05-15)
• Total sales receipts from State agencies, boards and commissions;
• Total sales receipts from members of the State Purchasing
Cooperative; and
• Total Administrative Fee amount based on one percent (1.0%) of
the sales receipts from members of the State Purchasing
Cooperative.
2. Submission of Reports and Fees:
Within thirty (30) days following the end of the quarter, the contractor
submits their Usage Report and if applicable, a check in the amount of one
percent (1%) of their sales receipts from members of the State Purchasing
Cooperative, to the Department of Administration, State Procurement
Office. Contractors are required to use the State's current report templates
unless you have authorization from your contract officer to use a different
format. You need to complete Form 799, which is a cover letter that gives
the totals of your transactions; and Form 801, which is an Excel
spreadsheet that details your transactions. Sales to state agencies and the
cooperative members are to be totaled separately. The most current forms
can be downloaded at https://spo.az.gov/statewide-contracts-
administrative-fee.
4.1 The submission schedule for Administrative Fees and Usage
reports shall be as follows:
FY Q1, July through September Due October 31
FY Q2, October through December Due January 31
FY Q3, January through March Due by April 30
FY Q4, April through June Due by July 31
2.2 Usage Reports and any questions are to be submitted by email to
the state's designated usage report email address:
usage(o-)_azdoa.gov
3. Administrative Fee
The Administrative Fee shall be a part of the Contractor's unit prices and
is not to be charged directly to the customer in the form of a separate line
item. Statewide contracts shall not have separate prices for State Agency
customers and State Purchasing Cooperative customers.
4. Contractor's failure to remit administrative fees
Contractor's failure to remit administrative fees in a timely manner
consistent with the contract's requirements may result in the State
exercising any recourse available under the contract or as provided for by
law.
K. Compensation
70 Page (Rev 06-05-15)
Should the Contractor fail to provide all required services or deliver work
products, as agreed upon by State and the Contractor, the State shall be
entitled to invoke applicable remedies, including but not limited to, withholding
payment to the Contractor and declaring the Contractor in material breach of
the Contract. If the Contractor is in any manner in default of any obligation or
the Contractor's work or performance is determined by the State to be
defective, sub-standard, or if audit exceptions are identified, the State may, in
addition to other available remedies, either adjust the amount of payment or
withhold payment until satisfactory resolution of the default, defect, exception
or sub-standard performance. The Contractor shall reimburse the State on
demand, or the State may deduct from future payments, any amounts paid for
work products or performance which are determined to be an audit exception,
defective or sub-standard performance. The Contractor shall correct its
mistakes or errors without additional cost to the State. The State shall be the
sole determiner as to defective or sub-standard performance.
The Contractor shall fulfill their contractual requirements including the
Deliverables identified in the Statement of Work and fulfill the roles and
responsibilities described in the Statement of Work for a firm fixed price,
inclusive of travel and travel-related expenses. The fixed amount shall be
inclusive of any fees for the use of any third party products or services required
for use in the performance of this Contract.
L. Offshore Performance of Work Prohibited
Due to security and identity protection concerns, direct services under this
contract shall be performed within the borders of the United States. Any
services that are described in the specifications or scope of work that directly
serve the State of Arizona or its clients and may involve access to secure or
sensitive data or personal client data or development or modification of
software for the State shall be performed within the borders of the United
States. Unless specifically stated otherwise in the specifications, this definition
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.
M. Indemnification and Insurance
1.1 To the fullest extent permitted by law, Contractor shall defend,
indemnify, and hold harmless the State of Arizona, and its
departments, agencies, boards, commissions, universities, and any
jurisdiction or agency issuing permits for any work included in the
project, and their respective directors, officers, officials, agents and
employees (hereinafter referred to as "Indemnitee") from and
against any and all claims, actions, liabilities, costs, losses, or
expenses, (including reasonable attorney's fees), (hereinafter
collectively referred to as "Claims") arising out of actual or alleged
bodily injury or personal injury of any person (including death) or
71 Page (Rev 06-05-15)
loss or damage to tangible or intangible property caused, or alleged
to be caused, in whole or in part, by the negligent or willful acts or
omissions of Contractor or any of Contractor's directors, officers,
agents, employees, volunteers or subcontractors. This indemnity
includes any claim or amount arising or recovered under the
Workers' Compensation Law or arising out of the failure of
Contractor to conform to any federal, state or local law, statute,
ordinance, rule, regulation or court decree. It is the specific intention
of the parties that the Indemnitee shall, in all instances, except for
Claims arising solely from the negligent or willful acts or omissions
of the Indemnitee, be indemnified by Contractor from and against
any and all Claims. It is agreed that Contractor will be responsible
for primary loss investigation, defense and judgment costs where
this indemnification is applicable. This indemnification will survive
the termination of the above listed contract with the Contractor.
This indemnity shall not apply if the contractor or sub-contractor(s)
is/are an agency, board, commission or university of the State of
Arizona.
1.2 Insurance Requirements
1.2.1 Contractor and subcontractors shall procure and maintain,
until all of their obligations have been discharged, including
any warranty periods under this Contract, 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, its agents, representatives,
employees or subcontractors.
1.2.2 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.
1.3 Minimum Scope and Limits of Insurance
Contractor shall provide coverage with limits of liability not less than
those stated below.
1.3.1 Commercial General Liability (CGL) — Occurrence Form
Policy shall include bodily injury, property damage, and
broad form contractual liability coverage.
72 Page (Rev 06-05-15)
General Aggregate $2,000,000
Products — Completed Operations Aggregate $1,000,000
Personal and Advertising Injury $1,000,000
Damage to Rented Premises $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.
1.3.2 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
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.
c 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.
1.3.3 Workers' 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
73 Page (Rev 06-05-15)
d. 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.
e. This requirement shall not apply to 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).
1.3.4 Technology Errors & Omissions Insurance
❑ Each Claim $2,000,000
❑ Annual Aggregate $2,000,000
f. Such insurance shall cover any, and all errors, omissions, or
negligent acts in the delivery of products, services, and/or
licensed programs under this contract.
g. Coverage shall include or shall not exclude settlement and/or
defense of claims involving intellectual property, including but
not limited to patent or copyright infringement.
h. In the event that the Tech E&O insurance required by this
Contract is written on a claims-made basis, Contractor warrants
that any retroactive date under the policy shall precede the
effective date of this Contract and, 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.
1.3.5 Media Liability Coverage
❑ Each Claim $2,000,000
❑ Annual Aggregate $2,000,000
i. Such insurance shall cover any and all errors and omissions or
negligent acts in the production of content, including but not
limited to plagiarism, defamation, libel, slander, false advertising,
invasion of privacy, and infringement of copyright, title, slogan,
trademark, service mark and trade dress.
j. In the event that the Media Liability insurance required by this
Contract is written on a claims-made basis, Contractor warrants
that any retroactive date under the policy shall precede the
effective date of this Contract and, either continuous coverage
will be maintained, or an extended discovery period will be
74 Page (Rev 06-05-15)
exercised for a period of two (2)years beginning at the time work
under this Contract is completed.
1.4 Additional Insurance Requirements
The policies shall include, or be endorsed to include, as required by
this written agreement, the following provisions:
1.4.1 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).
1.4.2 Insurance provided by the Contractor shall not limit the
Contractor's liability assumed under the indemnification
provisions of this Contract
1.5 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
mailed, emailed, hand delivered or sent by facsimile transmission to
(State Representative's Name, Address & Fax Number).
1.6 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.
1.7 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) as required by this Contract. An authorized
representative of the insurer shall sign the certificates.
75 Page (Rev 06-05-15)
1.7.1 All certificates and endorsements, as required by this written
agreement, are to be received and approved by the State of
Arizona before work commences. 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.
1.7.2 All certificates required by this Contract shall be sent directly
to the Department. 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.
1.8 Subcontractors
Contractor's 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 Department reserves the right
to require, at any time throughout the life of this contract, proof from
the Contractor that its subcontractors have the required coverage.
1.9 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.
1.10 Exceptions
In the event the Contractor or subcontractor(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
subcontractor(s) is/are a State of Arizona agency, board,
commission, or university, none of the above shall apply.
P. Data Privacy/Security Incident Management
76 Page (Rev 06-05-15)
Contractor and its agents shall cooperate and collaborate with appropriate
State personnel to identify and respond to an information security or data
privacy incident, including a security breach.
1. Threat of Security Breach
Contractor(s) agrees to notify the State Chief Information Officer (CIO), the
State Chief Information Security Officer (CISO) and other key personnel as
identified by the State of any perceived threats placing the supported
infrastructure and/or applications in danger of breach of security. The
speed of notice shall be at least commensurate with the level of threat, as
perceived by the Contractor(s). The State agrees to provide contact
information for the State CIO, CISO and key personnel to the Contractor(s).
2. Discovery of Security Breach
Contractor agrees to immediately notify the State CIO, the CISO and key
personnel as identified by the State of a discovered breach of security. The
State agrees to provide contact information for the State CIO, the CISO
and key personnel.
Q. Access Constraints and Requirements
Contractor access to State facilities and resources shall be properly authorized
by State personnel, based on business need and will be restricted to least
possible privilege. Upon approval of access privileges, the Contractor shall
maintain strict adherence to all policies, standards, and procedures. Policies/
Standards, ADOA/ASET Policies / Procedures, and Arizona Revised Statues
(A.R.S.) §28-447, §28-449, §38-421, §13-2408, §13-2316, §41-770.
Failure of the Contractor, its agents or subcontractors to comply with policies,
standards, and procedures including any person who commits an unlawful
breach or harmful access (physical or virtual) will be subject to prosecution
under all applicable state and / or federal laws.
Any and all recovery or reconstruction costs or other liabilities associated with
an unlawful breach or harmful access shall be paid by the Contractor.
R. Compliance Requirements for A.R.S. § 41-4401, Government Procurement: E-
Verify Requirement
1. The 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. (That subsection reads: "After December
31, 2007, every employer, after hiring an employee, shall verify the
employment eligibility of the employee through the E-Verify program.)
2. A breach of a warranty regarding compliance with immigration laws and
regulations shall be deemed a material breach of the Contract and the
77 Page (Rev 06-05-15)
Contractor may be subject to penalties up to and including termination of
the Contract.
3. Failure to comply with a State audit process to randomly verify the
employment records of Contractors and subcontractors shall be deemed a
material breach of the Contract and the Contractor may be subject to
penalties up to and including termination of the Contract.
4. The State Agency retains the legal right to inspect the papers of any
employee who works on the Contract to ensure that the Contractor or
subcontractor is complying with the warranty under paragraph One (1).
7.2 State of Arizona Uniform Terms and Conditions
1. Definition of Terms
As used in this Solicitation and any resulting Contract, the terms listed below are
defined as follows:
1.1. "Attachment" means any item the Solicitation requires the Offeror to
submit as part of the Offer.
1.2. "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 orScope
of Work; the Offer and any Best and Final Offers; and any Solicitation
Amendments or Contract Amendments.
1.3. "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"means any person who has a Contract with the State.
1.5. "Days"means calendar days unless otherwise specified.
1.6. "Exhibit" means any item labeled as an Exhibit in the Solicitation or
placed in the Exhibits section of the Solicitation.
1.7. "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"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.
78 Page (Rev 06-05-15)
1.9. "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" means the furnishing of labor, time or effort by a contractor
or subcontractor 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.
1.11. "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.
1.12. "State" means the State of Arizona and Department or Agency of the
State that executes the Contract.
1.13. "State Fiscal Year"means the period beginning with July 1 and ending
June 30.
2. 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 Contract 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.
79 Page (Rev 06-05-15)
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. 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 and Materials Testing. 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 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 non-compliance of the materials, the
Contractor shall be responsible for the payment of all costs incurred by
the State for testing and inspection.
80 Page (Rev 06-05-15)
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
81 Page (Rev 06-05-15)
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.
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. 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. 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. Applicable Taxes.
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.
82 Page (Rev 06-05-15)
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. 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.
4.5. Availability of Funds for the current State fiscal year. 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. 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 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
83 Page (Rev 06-05-15)
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. 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. ContractorNendor 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.
84 Page (Rev 06-05-15)
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:
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.
85 Page (Rev 06-05-15)
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. 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 Applicable 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.
86 Page (Rev 06-05-15)
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. 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
87 Page (Rev 06-05-15)
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. Contract Termination
9.1. Cancellation for Conflict of Interest. 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.
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.
88 Page (Rev 06-05-15)
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. 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.
11. Arbitration
89 1 Page (Rev 06-05-15)
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. 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 201, Phoenix, Arizona, 85007.
90 1 Page (Rev 06-05-15)