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HomeMy WebLinkAboutC2020-076 - Level 3 Audio Visual, LLC Contract No. 2020-076 COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND LEVEL 3 AUDIO VISUAL,LLC THIS COOPERATIVE PURCHASING AGREEMENT(this"Agreement")is entered into as of April 7, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town"), and LEVEL 3 AUDIO VISUAL, LLC, an Arizona limited liability company (the "Contractor"). RECITALS A. After a competitive procurement process,the State of Arizona(the"State")entered into Contract No.ADSPOI7-184597,dated October 16,2017,as amended(the"State Contract"), with Level 3 Audio Visual, LLC, an Arizona limited liability company, for the procurement of audio and visual ("AV") equipment and services. The State Contract is attached as Exhibit A and incorporated herein by reference to the extent not inconsistent with this Agreement. B. The Town is permitted, pursuant to Section 3-3-27 of the Town Code, to make purchases under the State Contract, at its discretion and with the agreement of the awarded Contractor, and the State Contract permits its cooperative use by other public entities, including the Town. C. The Town and the Contractor desire to enter into this Agreement for the purpose of (i) acknowledging their cooperative contractual relationship under the State Contract and this Agreement, (ii) establishing the terms and conditions by which the Contractor may provide AV equipment and services (the "Materials and Services") and (iii) setting the maximum aggregate amount to be expended pursuant to this Agreement related to the Materials and Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Contractor hereby agree as follows: 1. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until April 6, 2021 (the "Initial Term"), unless terminated as otherwise provided in this Agreement or the State Contract. After the expiration of the Initial Term, this Agreement may be renewed for up to four successive one-year terms (the "Renewal Term") if: (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal in each subsequent year, (ii)the term of the State Contract has not expired or has been extended, (iii) at least 30 days prior to the end of the then-current term of this Agreement, the Contractor requests, in writing, to extend this Agreement for an additional 1 one-year term and (iv)the Town approves the additional one-year term in writing (including any price adjustments approved as part of the State Contract), as evidenced by the Town Manager's signature thereon,which approval may be withheld by the Town for any reason. The Contractor's failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of the then-current term of this Agreement; provided, however, that the Town may, at its discretion and with the agreement of the Contractor, elect to waive this requirement and renew this Agreement. The Initial Term and any Renewal Term(s) are collectively referred to herein as the "Term."Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 2. Scope of Work. Contractor shall provide to the Town the Services under the terms and conditions of the State Contract and according to the specifications set forth in the Contractor's Proposal attached hereto as Exhibit B and incorporated herein by reference. 2.1 Inspection; Acceptance. All Materials and Services are subject to final inspection and acceptance by the Town. Materials failing to conform to the requirements of this Agreement and/or the State Contract will be held at Contractor's risk and may be returned to the Contractor. If so returned, all costs are the responsibility of the Contractor. Upon discovery of non- conforming Materials or Services, the Town may elect to do any or all of the following by written notice to the Contractor: (i) waive the non-conformance; (ii) stop the work immediately; or (iii) bring Materials or Services into compliance and withhold the cost of same from any payments due to the Contractor. 2.2 Cancellation. The Town reserves the right to cancel any work order within a reasonable time after issuance. Should a work order be canceled, the Town agrees to reimburse the Contractor, but only for actual and documentable costs incurred by the Contractor due to and after issuance of the work order. The Town will not reimburse the Contractor for any costs incurred after receipt of the Town notice of cancellation, or for lost profits, shipment of product prior to issuance of a work order or for anything not expressly permitted pursuant to this Agreement. 3. Compensation. The Town shall pay Contractor an amount not to exceed $118,943.23 for the Materials and Services at the rates set forth in the State Contract and as more particularly set forth in Exhibit B. 4. Payments. The Town shall pay the Contractor upon delivery of Materials and Services. 5. Records and Audit Rights.To ensure that the Contractor and its subcontractors are complying with the warranty under Section 6 below, Contractor's and its subcontractors' books, records,correspondence, accounting procedures and practices,and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors' employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as "Records"), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit evaluation of the Contractor's and its subcontractors' compliance with the Arizona employer sanctions laws referenced in Section 6 below. To the extent necessary for the Town to audit Records as set forth in this Section,Contractor and its subcontractors hereby waive any rights 2 to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended,the Town shall have access to said Records,even if located at its subcontractors' facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this Section. The Town shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 6. E-verify Requirements. To the extent applicable under Aiuz. REV. STAT. § 41- 4401,the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor's or its subcontractors' failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 7. Israel. Contractor certifies that it is not currently engaged in and agrees for the duration of this Agreement that it will not engage in a "boycott," as that term is defined in ARIZ. REV. STAT. § 35-393, of Israel. 8. Conflict of Interest. This Agreement may be canceled by the Town pursuant to ARIZ.REV.STAT. §38-511. 9. Applicable Law;Venue.This Agreement shall be governed by the laws of the State of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa County,Arizona. 10. Agreement Subject to Appropriation. The Town is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the Town's then current fiscal year. The Town's obligations under this Agreement are current expenses subject to the "budget law" and the unfettered legislative discretion of the Town concerning budgeted purposes and appropriation of funds. Should the Town elect not to appropriate and budget funds to pay its Agreement obligations,this Agreement shall be deemed terminated at the end of the then-current fiscal year term for which such funds were appropriated and budgeted for such purpose and the Town shall be relieved of any subsequent obligation under this Agreement.The parties agree that the Town has no obligation or duty of good faith to budget or appropriate the payment of the Town's obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The Town shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The Town shall keep Contractor informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town. Contractor hereby waives any and all rights to bring any claim against the Town from or relating in any way to the Town's termination of this Agreement pursuant to this section. 11. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the State Contract, the Proposal, and invoices, the documents shall 3 govern in the order listed herein.Notwithstanding the foregoing,and in conformity with Section 2 above, unauthorized exceptions, conditions, limitations or provisions in conflict with the terms of this Agreement or the State Contract(collectively,the"Unauthorized Conditions"),other than the Town's project-specific requirements, are expressly declared void and shall be of no force and effect. Acceptance by the Town of any work order or invoice containing any such Unauthorized Conditions or failure to demand full compliance with the terms and conditions set forth in this Agreement or under the State Contract shall not alter such terms and conditions or relieve Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the performance of this Agreement. 12. Rights and Privileges. To the extent provided under the State Contract, the Town shall be afforded all of the rights and privileges afforded to the State and shall be the "State" (as defined in the State Contract) for the purposes of the portions of the State Contract that are incorporated herein by reference. 13. Indemnification; Insurance. In addition to and in no way limiting the provisions set forth in Section 12 above, the Town shall be afforded all of the insurance coverage and indemnifications afforded to the State to the extent provided under the State Contract, and such insurance coverage and indemnifications shall inure and apply with equal effect to the Town under this Agreement including, but not limited to, the Contractor's obligation to provide the indemnification and insurance. In any event, the Contractor shall indemnify, defend and hold harmless the Town and each council member, officer, employee or agent thereof(the Town and any such person being herein called an "Indemnified Party"), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees,court costs and the costs of appellate proceedings)to which any such Indemnified Party may become subject, under any theory of liability whatsoever ("Claims"), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors,mistakes or omissions, in connection with the work or services of the Contractor, its officers, employees, agents, or any tier of subcontractor in the performance of this Agreement. 14. Notices and Requests.Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail,registered or certified, return receipt requested, to the address set forth below or (iii) given to a recognized and reputable overnight delivery service,to the address set forth below: If to the Town: Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills,Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: Pierce Coleman PLLC 4711 E. Falcon Dr., Ste. 111 Mesa,Arizona 85215 Attn: Aaron D. Arnson, Town Attorney 4 If to Contractor: Level 3 Audio Visual, LLC 955 E. Javelina Ave., Ste. B-106 Mesa, Arizona 85204 Attn: Derek Wilson or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received: (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (iii) the following business day after being given to a recognized overnight delivery service, with'the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party's counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. [SIGNATURES APPEAR ON FOLLOWING PAGES] 5 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first set forth above. "Town" TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation 3 D�o j.9 Grady E. Miller, Tow Manager ATTEST: liza et . Burke, Town lerk APPROVED AS TO FORM: aron D. Arn on, Town Attorney (ACKNOWLEDGEMENT) STATE OF ARIZONA ) ss. COUNTY OF MARICOPA ) On `I ,2020,before me personally appeared Grady E.Miller,the Town Manager of the OWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document, on behalf of the Town of Fountain Hills. "�`' JAmpE SALENTINE l��"" P Notary Public-State of ArizoM , _, MARICOPACOUNTY N pry Public 1. '� Commission*550103 7i Expires July 11,2022 (Affix notary seal here) [SIGNATURES CONTINUE ON FOLLOWING PAGE] 6 "Contractor" LEVEL 3 AUDIO VISUAL, LLC, an Arizona limited liability company By: L7C4-a Name: L C5�. N0`e_ Its: (` ND (ACKNOWLEDGEMENT) STATE OF AC zinc _ ) ) ss. COUNTY OF ncDr .) On ftip.vc), 1 g , 2020, before me personally appeared L t Sc.- Vic-kL , the C fop of LEVEL 3 AUDIO VISUAL, LLC, an Arizona corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he or she claims to be, and acknowledged that he or she signed the above document, on behalf of the limited liability company. 4-4--Q kid J No'ary Publ c (Affix notary seal here) TRISHA SMITH 4 �, .- Notary Public -Arizona 1 .\j. '10r � Maricopa County I 1 My Comm. Expires Jun 1, 2020 4848-3048-9015,v. 1 7 EXHIBIT A TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND LEVEL 3 AUDIO VISUAL, LLC [State Contract] See following pages. rIIT7 r_i►' Request for Proposal Arizona Department of Administration K ..41.1 9' Solicitation No. State Procurement Office A, PAIV ADSP017-00007302 100N15thAve.,Suite 402 0, ' Description: Phoenix,AZ 85007 ",a912 * AV Equipment and Services Attachment .t Offer and Acceptance Form SUBMISSION OF OFFER:Undersigned hereby offers and agrees to provide Error!Reference source not found.AV Equipment and Services in compliance with the Solicitation Indicated above and our Offer indicated by the latest dated version below. Initial 1. 07/26/17 Offer: date initial 2. 1x 3. 1x 4. 1X Revised date#1 initial date#1 initial date#1 initial Offers: -61 X 6 l X 7.1 X date#4 initial date#5 initial date#6 initial Best and 8. I X . Final Offer: ' date initial 1 Level Audio Visual ' Offeror company name Signature of person authorized to sign Offer Initials 955 E Javelina Ave Ste Bio6 Julianne Belcamino—Account Executive Address Printed name and title • Mesa,AZ 85204 Julianne Belcamino—Account Executive City I State I ZIP Contact name and title 71-0934073 JBelcatnino@L3AV.com 602-369-5030 Federal tax identifier(EIN or SSN) Contact Email Address Contact phone number CERTIFICATION:By signature in the above,Offeror certifies that it: 1. will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246,[Arizona]State Executive Order 2009-9 or A.R.S.§§41-1461 through 1465; 2. has not given,offered to give,nor intends to give at any time hereafter any economic opportunity,future employment,gift,loan,gratuity, special discount,trip,favor,or service to a public servant in connection with the submitted offer.Failure to provide a valid signature affirming the stipulations required by this clause will result in rejection of the Offer.Signing the Offer with a false statement will void the Offer,any resulting contract,and may be subject to legal penalties under law, 3. complies with A.R.S.§41-3532 when offering electronics or information technology products,services,or maintenance;and 4. is not debarred from,or otherwise prohibited from participating in any contract awarded by federal,state,or local government. ACCEPTANCE OF OFFER:State hereby accepts the Initial Offer,Revised Offer,or Best and Final Offer identified by number#at the top of this form,and which was dated date(the Accepted Offer).Offeror is now bound(as Contractor)to carry out the Work under the attached Contract,of which the Accepted Offer forms a part.Contractor is cautioned not to commence any billable work or to provide any material or perform any service under the Contract until Contractor receives the applicable Order or written notice to proceed from Procurement Officer. State's Contract Na is: — The effective date of the Contract is:tl1111111 Contract awarded Mil/0/2 aO( 7 AJS PO /-t ' --5-97 /�1 y. ,ie.�. + Dee B iaaf Cal ? Procurement Office,' ture Procwsmeld Officer,Deepika 9ejpayee PART 3 of the Solicitation Documents SECTION 3-B:Offer Forms Template version 2.0(01-FEB-2017) Page 14 of 51 Available online at : P r o c u r e . A Z . g o v Request for Proposal Arizona Department of Administration ¢s Solicitation No. r State Procurement Office �� t H ADSPOI7 00007302 100 N isth Ave.,Suite 402 Id �) Description: Phoenix,AZ85007 *•t91'- "' AV Equipment and Services Part 2: Scope, Pricing and Terms and Conditions Table of Contents SECTION 2-A:Scope of Work 2 1.0 PURPOSE AND BACKGROUND 2 2.0 SCOPE SUMMARY 2 3.0 SCOPE OF PRODUCTS AND SERVICES 2 4.0 SERVICE REQUIREMENTS 4 5.0 PRICING REQUIREMENTS 5 SECTION 2-B: Pricing Document 7 1.0 Compensation 7 2.0 Pricing 7 3.0 Funding 8 4.0 Invoicing 9 5.0 Payments 10 6.0 Online Catalog and Electronic Ordering System (Punch-Out) (OPTIONAL) 11 SECTION 2-C: Special Terms and Conditions 12 SECTION 2-D: Uniform Terms and Conditions 39 PART 2 of the Solicitation Documents Table of Contents Template version 2.0(01-FEB-2017) Page 1 of 46 Available online at P r o c u r e . A Z , g o v n4rt"Ea Request for Proposal ry Arizona Department of Administration H Solicitation No. State Procurement Office , 04- ' • .= , ADSP017-00007302 100 N 15th Ave.,Suite 402 dt, Description: Phoenix,AZ85007 *191 AV Equipment and Services SECTION 2-A: Scope of Work 1.0 Purpose and Background 1.1 Purpose:The State of Arizona is seeking one(1)or more Contractors to provide Audio and Video(AV) Equipment and Services.This includes AV equipment and related services such as design, installation, maintenance etc. 1.2 Background:The State acknowledges that the AV industry and its suppliers are changing rapidly and as such desires to establish manufacturer-based contracts allowing flexibility to accommodate open-standards-based products and new technology.Contracts resulting from this solicitation will be used by multiple Eligible Agencies with delivery locations throughout the State. The State intends to consider value-added-reseller, distributor, as well as manufacturer-direct proposals and may award multiple manufacturer offerings to a successful value-added-reseller and/or distributor.The State prefers to contract with vendors who represent multiple manufacturers as well as vendors who represent manufacturers that produce specialized or custom AV products. 2.0 Scope Summary 2.1 The Contract shall be on an "as needed, if needed" basis. There is no guarantee as to the amount of products and/or services purchased under any resulting Contract. 2.2 The Contractor(s) shall provide Audio and Video Equipment and Services under this Contract which includes: 2.2.1 Actual manufacturer's products and/or services and all labor, materials, transportation, equipment and other necessities for the installation, integration, and implementation, including engineering analysis,design and configuration of the manufacturer's product and/or service. 2.2.2 Software and/or hardware maintenance of the manufacturer's product or service. 2.2.3 Ancillary services in conjunction with the implementation,or extension of a manufacturer's product. 3.0 Scope of Products and Services 3.1 The contract(s)shall provide a broad range of Audio and Video Equipment and Services as well as all necessary account and delivery services. Equipment offered in the following categories shall be considered for award. These categories shall be defined by similar types of products and include all related parts and accessories: Category Description Audio Compact Disc(CD)Systems, Public Address(PA)Systems,Speakers, Tape Players/Recorders,Assistive Listening Devices,and other associated equipment&services Cameras Digital, Document,Video,Camcorders,Security,Weatherized, and other associated equipment&services. PART 2 of the Solicitation Documents SECTION 2-A:Scope of Work Template version 2.0(01-FEB-2017) Page 2 of 46 �. a i i a b l e online at P r o c u r e . A Z . g o v KME srt Request for Proposal ��(A) � Arizona Department of Administration �r4 Solicitation No. State Procurement Office ► a ADSPO17-00007302�,rQQ 100N 15th Ave.,Suite 402 t Description: Phoenix,A2 85007 1912 ' AV Equipment and Services Presentation Systems Projectors, Projector Screens, Interactive Boards, Mounting systems,and other associated equipment&services. Digital, LCD, LED,OLED, Plasma, Mounting Systems,Swivels, Televisions DVD or Blu-ray Disc Players,and other associated equipment& services. Video Conferencing Video Conferencing Equipment,Systems,Services and other associated equipment&services. Interactive Educational Response Systems 3.2 The following list of items are examples of AV equipment and related accessories that are currently eligible for purchase ("ITEMS INCLUDED") and any applicable exclusions ("ITEMS EXCLUDED"). 3.2.1 ITEMS INCLUDED(but not limited to): o Still photography cameras priced at$150 or higher o Video cameras priced at$150 or higher o Camera batteries for eligible cameras priced at$150 or higher o Digital video camera disk drives o Monitors(including video, broadcast,televisions,etc.) o Projectors(including hand-held projectors) o Projector lamps o Projector Screens(including Automated and Portable) o Cases o Mounting brackets/yokes o Swivels o OEM Software that is part of the AV solution o Editing Equipment o Light kits o Mixers/Processors o AV Switchers o AV Controllers o Tripods o Tripod dollies o Microphones o Podiums o AV tables/Carts o Rack Mounts o Speakers o Switchers o Soundboards PART 2 of the Solicitation Documents SECTION 2-A:Scope of Work 2.Template version 2.0(01-FEB-2017) Page 3 of 46 Available online at : P__r o..__q___u_r.. e • AZ , $___o____v_.. IttE Stu, Request for Proposal �'�+ Arizona Department of Administration ; j Solicitation No. State Procurement Office ADSP017-00007302 100 N 15th Ave.,Suite 402 '4110*it Description: Phoenix,AZ85007 *1912 ` AV Equipment and Services o PA Systems(including portable) o Media Players(CD, DVD, Blu-ray, MP3 etc.) o Recorders(including media recording and publishing systems that capture, manage,and deliver web presentations) o Integrated Room Systems o Desktop Systems o Digital Video Servers o Decoders/receivers o Duplicators/CD Burners o Interactive Boards o Ancillary Power o AV Cabling o Audio and Video Accessories not otherwise specified above o Custom AV Equipment and Accessories as needed 3.2.2 ITEMS EXCLUDED(specifically from this contract): o Rented or leased products o Computers-unless the intended design of the computer is specifically for Audio and/or Video purposes o Computer monitors, keyboards,mouse,and/or related accessories o Radio related Products and Services, including Public Safety Communication Equipment,2-way radios,900MHz Digital Microwave Radio Systems,and Digital Microwave Radio Equipment o Wireless products and services(Cellular, Data, PDAs, Pagers) o Carrier Services, both regulated and unregulated o Any software that is not part of the AV solution o Cameras priced below$150 and their related accessories 4.0 Service Requirements 4.1 The services that may be offered in correlation with this solicitation are categorized as follows: 4.1.1 Design 4.1.1(a) The Contractor shall clearly define and communicate to the State what is specifically included in their Design Services. 4.1.2 Installation 4.1.2(a) Time of Purchase of new equipment 4.1.2(b) Previously purchased equipment PART 2 of the Solicitation Documents SECTION 2-A:Scope of Work Template version 2.0(01-FEB-2017) Page 4 of 46 n ne t : P r o c u r e . A Z L o v lot Request for Proposal Arizona Department of Administration 4 ■.4ri irk 11fR vs, Y Solicitation No. A State Procurement Office r iv ADSP017-00007302 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ85007 191 AV Equipment and Services 4.1.3 Training 4.1.3(a) User Training/Transfer of Knowledge:This training shall be completed by the Contractor after equipment installation at no additional cost to the State. (a)i. If this training is not completed immediately after the equipment installation is complete,then the Contractor shall schedule a time to conduct this training and transfer of knowledge with the State-designated personnel.There will be no additional cost to the State of any kind in this situation. 4.1.3(b) Formal Classroom Training:This will be allowed if this training consists of at least five(5)or more participants from the State.This training shall be billed at an hourly rate and shall be held at the State unless otherwise approved by the State. 4.1.3(c) In the case of both User Training and Formal Classroom Training,the training participants shall receive,and can retain individual copies of applicable training materials at the time the training is conducted.The State reserves the right to make additional copies of training materials and AV system documentation provided.The State also reserves the right to use the materials to train additional State-designated personnel. 4.1.4 Maintenance 4.1.4(a) Preventative (a)i. The Contractor shall perform work in accordance with the manufacturer's recommendation to ensure it is performing to all defined technical and environmental specifications for the system.The Contractor shall perform a minimum of two(2)to a maximum of four(4)inspections a year. The Contractor shall also conduct initial preventative maintenance ensuring performance begins at the optimal level. 4.1.4(b) Legacy (b) i. In addition to maintenance of new equipment purchases,the Contractor shall also offer maintenance of legacy equipment. Legacy equipment is defined as any existing audio and/or video equipment and its associated supplies or accessories, that have been purchased prior to the RFP issuance and resulting contract award. 4.1.5 Integration 4.1.5(a) Integration services shall be offered at an hourly rate by the Contractor. The Contractor shall clearly list and communicate to the State what is specifically included in their Integration Services. 5.0 Pricing Requirements 5.1 The Offeror may bid solely on equipment or on equipment and services related to new PART 2 of the Solicitation Documents SECTION 2-A:Scope of Work Template version 2.0(01-FEB-2017) Page 5 of 46 Available o n l i e at : Pr a___q--__u___r e . A Z . g o v_...... st, Request for Proposal Arizona Department of Administration '`'` :Will Solicitation No. r % State Procurement Office H ADSP017-00007302 100 N 15th Ave.,Suite 402 - fi Description: Phoenix,AZ85007 *)91 # AV Equipment and Services equipment purchases(including but not limited to design, installation, maintenance etc.). 5.1.1 Offeror shall make available a complete family or line of products offered by a manufacturer at a fixed minimum discount percentage off the published manufacturer's list price. Discounts shall be offered in whole percentage numbers, with only one minimum discount percentage per manufacturer per category. Offerors may provide a greater discount percentage per manufacturer per category,whenever possible. Proposed manufacturers shall provide equipment in current production and marketed to the general public and education/government agencies at the time the bid is submitted. 5.1.2 Offeror shall provide services, as described herein, at an hourly price for design, installation, maintenance and integration.Offeror shall describe clearly the specific services being provided under each type of AV service. 5.1.3 Offeror shall provide services, as described herein,at an hourly price for hardware/software maintenance for equipment within a complete family or line of products offered by a manufacturer. No Exhibits apply to the Scope of Work. End of Section 2-A PART 2 of the Solicitation Documents SECTION 2-A:Scope of Work Template version 2.0(01-FEB-2017) Page 6 of 46 Availabie o n l i n e at : P r o c_u r___-e___—A-Z____ g o v . lie34Request for Proposal Arizona Department ofAdministration . Solicitation No. State Procurement Office n, ADSP017-00007302 M $ 100 N 15th Ave,,Suite 402 Description: Phoenix,AZ85007 *4912 ' AV Equipment and Services SECTION 2-B: Pricing Document 1.0 Compensation 1.1 COMPENSATION METHOD Contractor will be compensated based on the pricing provided in ADSP017-00007302_Attachment 4 Pricing Sheet,for satisfactorily carrying out its obligations under the Contract.Pricing shall be defined based on all numbers submitted in ADSP017-00007302_Attachment 4 Pricing Sheet.For AV Equipment,pricing is based on discount percentage off published manufacturer list price for equipment under each category.For AV services, pricing is based on hourly prices for each service. 2.0 Pricing 2.1 CONTRACTOR'S BEST PRICING:Supplier warrants that,for the term of the Contract,the prices and discounts set out in ADSP017-00007302_Attachment 4 Pricing Sheet,including any subsequent agreed amendment to it(the "Contract Pricing"),will be equal to or better than the lowest prices and largest discounts,both separately and in combination,at which Contractor sells equivalent items of equipment and materials. 2.1.1 That price-plus-discount equivalence("Contractor's Best Pricing")is intended to be irrespective of whether or not those other sales have special purchase terms,conditions,rebates or allowances. 2.1.2 If Contractor's Best Pricing for equivalent items of equipment and materials is better than the Contract Pricing,then Contractor agrees to adjust the Contract Pricing to match the Contractor's Best Pricing for all sales related to the Contractor made after the date when the Contractor's Best Pricing was first better than the Contract Pricing. 2.1.3 For clarification of intent,that date is intended to be the date when the difference first occurred, which might have been before the difference was first identified.If it was before,then Supplier agrees to charge at less than the Contract Pricing until the extended difference that would have been realized (i.e.,if the Contractor's Best Pricing had been applied when it should have been)has been settled. 2.1.4 Any manufacturer additions/deletions as well as any changes to the discount percentage off the manufacturer list price per category,that the Contractor wants to make,needs to be submitted to the State in writing via email(letter format with company letterhead). These requests need to be sent to the State on a quarterly basis during the first week of January,April,July and October.If the State approves the requested changes,then the approved changes will be made to the manufacturer discount rate sheet only during these four months of the year. 2.2 PRICING-ALL-INCLUSIVE: 2.2.1 Pricing is all-inclusive,including any ancillary fees and costs required to accomplish the Scope of Work and all aspects of Contractor's offer as accepted by State.Details of service not explicitly stated in the Scope of Work or in Contractor's Offer,but necessarily a part of,are deemed to be understood by Contractor and included herein.All administrative,reporting,or other requirements,all overhead costs and profit and any other costs toward the accomplishment of the requirements in the Contract are included in the pricing provided. 2.3 PRICE INCREASES: 2.3.1 The State Procurement Office may review a fully documented request for a price increase.The requested increase shall be in writing and be based upon a cost increase to the contractor that was PART 2 of the Solicitation Documents SECTION 2-B:Pricing Document 2 Template version 2.0(01-FEB-•2017) Page 7 of 46 A v a i a t7 I e online t P. r o c u r e A i ...;. g_ o_-v....... off 5 Request for Proposal 'v- Arizona Department of Administration h Solicitation No. State Procurement Office ADSP017 00007302 I., ' 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ85007 *1912 * AV Equipment and Services clearly unpredictable at the time of the offer and is directly correlated to the price of the product concerned.Contractor must provide conclusive evidence of a need for any price increases such as being substantiated by the Producer Price Index,Consumer Price Index,or similar pricing guide. (a) Initial Contract prices will be honored for one year after award of Contract. (b) All written requests for price adjustments made by the contractor shall be initiated thirty(30) days in advance of any desired price increase to allow State sufficient time to make a fair and equitable determination to any such requests.This may be waived upon proper documentation demonstrating the urgency of the request. (c) All price adjustments will be implemented by a formal contract change order.State shall determine whether the requested price increase or an alternate option is in the best interest of State. 2.4 PRICE REDUCTIONS: 2.4.1 Price reductions shall be immediately passed along to the State and may be submitted in writing to the State for consideration at any time during the Contract period.The contractor shall offer the State a price reduction on the Contract product(s)concurrent with a published price reduction made to other customers.State at its own discretion may accept a price reduction.The price reduction request shall be in writing and include documentation showing the actual reduction of cost. 2.4.2 Sales promotions requests shall include difference in pricing,begin and end date of promotion along with the products covered.The Contractor must offer any sales promotional pricing for at least three (3)months.The State at its own discretion may or may not accept a Contractor's offer of sales promotional pricing for a shorter timeframe than the three(3)months. 2.5 ADDITIONAL CHARGES: 2.5.1 Any charges or fees not delineated in the Contract may not be added,billed,or invoiced under the Contract.All additional work shall be approved by the State in advance and be in accordance with the contract rate. 2.6 TRAVEL: 2.6.1 Contractor shall get written approval prior to any travel under the Contract in which reimbursement of expenses will be requested.Contractor will be reimbursed for actual expenses incurred in accordance with the current rates specified in State's Travel Policy.Contractor shall itemize all per diem and lodging charges.State Travel Policy,including State rates,may be located at https://gao.az.gov/travel. The Eligible Agency shall reject any claim for travel reimbursement without prior written approval. 2.7 PRICE QUOTES: 2.7.1 The State requires that the Contractor acknowledge via email any request for price quote they receive from an Eligible Agency within 24 hours of receiving this request.In this acknowledgement email the Contractor can also provide the price quote if possible.If it is not possible to provide the price quote within that 24-hour period,then the Contractor is required to give the Eligible Agency an estimated date by when the Contractor will provide the price quote to the Eligible Agency. 3.0 Funding No particular funding considerations apart from paragraph 4.4 of the Uniform Terms and Conditions[Availability of Funds]have been identified as of the Solicitation date. PART 2 of the Solicitation Documents SECTION 2-B: Pricing Document Template version 2.0(01FEB 2017) Page 8 of 46 A v a i : i) le o n l .' e a t : P r o c u r e . A Z ca, v, "t st+ Request for Proposal .1' Arizona Department of Administration Solicitation No. State Procurement Office ,QN ADSP017-00007302 100 N 15th Ave.,Suite 402 is Description: Phoenix,AZ 85007 1912 AV Equipment and Services 4.0 Invoicing 4.1 INVOICES GO TO BUYING ENTITY.Contractor shall submit all billing notices or invoices to the ordering Eligible Agency or Co-Op Buyer at the address indicated on the applicable Order document. 4.2 MINIMUM INVOICE REQUIREMENTS.Every invoice must include the following information: Item Required Bill-to name and address • Contractor name and contact information • Remit-to address • State contract number • Order number(typically the ProcureAZ PO#) • Invoice number and date • Date the items shipped or services performed • Applicable payment terms • Contract line item number • Contract line item description • Quantity delivered or performed • Line item unit of measure • Item price • Extended pricing • Discount off list or catalog • Taxes(as a separate invoice line item) • Upcharge shipping/freight,etc.(as a separate invoice line item) Materials only Total invoice amount due • 4.3 NO INVOICE WITHOUT AUTHORIZATION.Contractor shall not seek payment for any: 1. Materials or Services that have not been authorized on an acknowledged Order; 2. expediting,overtime,premiums,or upcharges absent State's express prior approval;or 3. Materials or Services that are the subject of a Contract Amendment or Change Order that has not been fully signed. 4.4 PRE-INVOICE REVIEW.Shortly before Contractor is scheduled to submit each invoice,the parties' representatives shall meet informally to review any issues relevant to that upcoming invoice so that the formal invoice process is thereby facilitated and made more efficient. 4.5 SUBMITTING INVOICES.Contractor shall submit an invoice to the ordering Eligible Agency or Co-Op Buyer using the form provided or required by the ordering Eligible Agency or Co-Op Buyer.Every invoice must be signed by Contractor's authorized representative and accompanied by all supporting information and documentation required by the Contract and applicable laws. PART 2 of the Solicitation Documents SECTION 2-B:Pricing Document Template version 2.0(01 FEB 2017) Page 9 of 46 Availableo r ::, at : P r o c u r e . A Z . g o v_ 4111£44 Request for Proposal Arizona Department of Administration �; E "..av ' Solicitation No. N I ADSP017-00007302 State Procurement Office �� � 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ85007 191 AV Equipment and Services 4.6 DEFECTIVE INVOICES.Without prejudice to its other rights under the Contract or further obligation to Contractor,the ordering Eligible Agency or Co-Op Buyer may,at its discretion,reject any materially defective invoice. 4.6.1 The ordering Eligible Agency or Co-Op Buyer shall notify Contractor within 5(five)business days after receipt if it determines an invoice to be materially defective. 4.6.2 Invoices will be deemed automatically rejected upon delivery if they: (a) are sent to an incorrect address; (b) do not reference the correct State contract number; (c) are payable to any Person other than the Contractor;or (d) have incorrect data or line items listed 4.6.3 The ordering Eligible Agency or Co-Op Buyer will have no obligation to pay against a defective invoice unless and until Contractor has re-submitted it free of defects. 4.7 INVOICING FOR TASK ORDERS.For task order Services,invoices must include the following information as applicable to the relevant task order being invoiced against(in addition to any standard information): 1. substantiation of hours worked using: a. a detailed daily timesheet; b. itemization to the task level;and c. breakdown by service area(if the Contract covers more than one area)and Contract Amendment (if any apply); 2. authorizations and receipts for all allowable reimbursable items being invoiced;and 3. Contractor's certification that the invoice has been examined and to the best of Contractor's knowledge and belief the invoiced amounts are entitled,correct,and accurate as can be demonstrated by the contractually-required books and records upon State's demand. 5.0 Payments 5.1 PAYMENT.The applicable Eligible Agency or Co-Op Buyer shall pay undisputed amounts due to Contractor within the time period specified in Section 18.1 of the Special Terms and Conditions 5.2 JOINT CHECKS OR DIRECT PAY.The applicable Eligible Agency or Co-Op Buyer may,but is under no obligation to, pay by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor's requested payment is owed. 5.3 RECOVERY OF OVER-PAYMENT.If applicable Eligible Agency or Co-Op Buyer determines that an over-payment has been made to Contractor on any prior invoice,it shall inform Contractor of the amount and date of the over-payment and may deduct the over-paid amount from amounts then or thereafter due to Contractor. 5.4 PAYMENTS TO SUBCONTRACTORS.Contractor shall make payment of all undisputed amounts due to Subcontractors within thirty(30)days of receipt of funds from applicable Eligible Agency or Co-Op Buyer applicable to their services. 5.5 PURCHASING CARD.The applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all Orders,at its discretion,using a purchasing card,credit card,debit card,warrant,federal wire,etc.Any and all fees related to payment using a Purchasing Card are the responsibility of Contractor.Unless otherwise stated in the Contract there will be no additional fees or increase in prices associated with this method of payment. PART 2 of the Solicitation Documents SECTION 2-B:Pricing Document 2 Template version 2.0(01-FEB-2017) Page 10 of 46 Available online at : P r.._o __u_ r___e..____A Z Qn Request for Proposal Arizona Department of Administration Solicitation No.� State Procurement Office � ,, r,r ADSP017-00007302 100 N 15th Ave.,Suite 402 1 6, Description: Phoenix,AZ85007 191 AV Equipment and Services 5.6 AUTOMATED CLEARING HOUSE.The applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all Orders through an Automated Clearing House(ACH).In order to receive payments in this manner from Eligible Agencies,Contractor must complete an ACH Vendor Authorization Form(form GAO-618)within 30(thirty)days after the effective date of the Contract.The form is available online at: https://gao.az.gov/afis/vendor-information 5.7 Contractor shall cooperate with the State by providing the State information including,but not limited to, Contractor's bank information to support the State's selected means of payment. The Contractor shall not charge the State an amount to recover any convenience fee,discount fee,processing fee or service fee related to the acceptance of the State's payment. 5.8 Unless otherwise specified in the Contract,the Contractor shall offer as standard payment terms a discount of 2%for payments made within 10 days and full payment due in 30 days(generally referred to as"2/10,net 30"). 6.0 Online Catalog and Electronic Ordering System (Punch-Out) (OPTIONAL) 6.1 The Contractor shall make available an online catalog to allow authorized users to make purchase from this contract through the State's eProcurement System(ProcureAZ).The contractor shall have a secured website for placing online orders.The features and functions of any online ordering catalog that is created for use by the State under this contract shall include but shall not be limited to the following: 6.1.1 Access by standard web browsers 6.1.2 Product information such as unit of measure,item status,price,description and photos 6.1.3 Item status inquiry functionality that provides stock availability 6.1.4 Order tracking 6.1.5 Help functionality 6.1.6 Reflect current catalog/price list and contract pricing 6.1.7 Restricted to only those items that may be purchased under this contract that are within the general product categories establish by this contract 6.1.8 Shall not include any items that are specifically excluded from this contract. 6.2 The Contractor shall provide access to and interconnectivity with ProcureAZ for allowing authorized State system users to"Punch-Out"of the State's eProcurement system(ProcureAZ),and select contract products and services directly from the Contractor's website,and return to the State's system with pre-populated order details.Contractor shall cooperate with the State's system provider in the establishment and ongoing operations of their Punch-Out connection. 6.3 The cost associated with the Contractor's Punch-Out including development,set-up,maintenance and support shall be borne by the Contractor. 6.4 No other Contractor electronic ordering system shall be allowed. End of Section 2-B PART 2 of the Solicitation Documents SECTION 2-B: Pricing Document 2 Template version 2.0(01-FEB-2017) Page 11 of 46 Available o n l „ e at : P r oc u-_-r e .____A fK"ci Request for Proposal Arizona Department of Administration "'p'm""'' II Solicitation No. ADSP017 00007302 State Procurement Office � 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ85007 *1912.% AV Equipment and Services SECTION 2-C: Special Terms and Conditions The Special Terms and Conditions modify the Uniform Terms and Conditions and its Appendices.It can modify them by replacing,deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article.No other document modifies or adds to the Uniform Terms and Conditions,except as may subsequently be otherwise and expressly agreed and incorporated by Contract Amendment. 1.0 Definition of Terms As used in the Contract,the terms listed below are defined as follows: 1.1 Acceptance "Acceptance"means the document headed"Offer and Acceptance Form"bearing the State contract number once Procurement Officer has signed it to signify(1)State's formal acceptance of the Accepted Offer and(2)the formation of the Contract.For clarity of intent,the foregoing is not to be confused with the term"acceptance"used throughout the Contract in the context of delivery,inspection,etc.,with respect to Materials or Services. 1.2 Accepted Offer If State did not request a Revised Offer,then"Accepted Offer"means the Initial Offer. If State did request a Revised Offer but not a Best and Final Offer,then"Accepted Offer"means the latest Revised Offer. If State requested a Best and Final Offer,then"Accepted Offer"means the Best and Final Offer. 1.3 Arizona Procurement "Arizona Procurement Code,"A.R.S.,"and"A.A.C."are each defined in the Instructions to Code; Offerors. A.R.S.;A.A.C. 1.4 Arizona TPT "Arizona TPT"means Arizona Transaction Privilege Tax.For information,refer to the Arizona Department of Revenue(DOR)website at: https://www.azdorgov/business/transactionprivilegetax.aspx. 1.5 Attachment "Attachment"means any item that: 1. the Solicitation required Offeror to submit as part of the relevant Offer (e.g.,Initial Offer,Revised Offer,or BAFO); 2. was attached to an Offer when submitted;and 3. was included in the Accepted Offer. 1.6 Pricing "Pricing Document"means Section 2-B of Part 2 of the Solicitation Documents,provided that, Document if there is no such Section in the Contract,then"Pricing Document"is to be construed as referring to whatever item in the Contract contains the contracted pricing and payment provisions. 1.7 Contract "Contract Amendment"means a document signed by Procurement Officer that has been issued Amendment for the purpose of making changes to the Contract after execution.The term"Change Order"in ProcureAZ is to be construed as being synonymous with"Contract Amendment". 1.8 Contract Terms "Contract Terms and Conditions"means the Special Terms and Conditions and these Uniform and Conditions Terms and Conditions taken collectively. 1.9 Contractor "Contractor"means the Person identified on the Accepted Offer who has entered into the Contract with State. 1.10 Contractor Indemnitor "Contractor Indemnitor"means Contractor or any of its owners,officers,directors,agents, employees,or Subcontractors. PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB 2017) Page 12 of 46 A v <} n I o n i o t . P r o c o r e A Z o v ittE 44 . Request for Proposal .i?'�,.`ri,_g,$ Arizona Department of Administration Y Solicitation No. State Procurement Office ,$Qtv ADSP017-00007302 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ85007 '4912 4 AV Equipment and Services 1.11 Co-Op Buyer "Co-Op Buyer"means a member of the State Purchasing Cooperative that has entered into a "Cooperative Purchasing Agreement"with the Arizona Department of Administration State Procurement Office under A.R.S.§41-2632.Unless there is an applicable Cooperative Purchasing Agreement in effect at the time,a State Purchasing Cooperative member cannot be a Co-Op Buyer.For reference,"Co-Op Buyer"is to be construed as encompassing"eligible procurement unit"under A.A.C.R2-7-101(23). NOTE:Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions,including cities,counties,school districts,and special districts.Membership is also available to non-profit organizations,other state governments,the federal government and tribal nations.For reference,"non-profit organizations"are defined in A.R.S.§41-2631(4)as any nonprofit corporation as designated by the IRS under section 501(c)(3)through 501(c)(6)of the tax code. 1.12 Eligible Agency If the Special Terms and Conditions indicates that the Contract is a"single-agency"contract, then"Eligible Agency"means the particular State of Arizona agency,university,commission,or board identified therein.If the Special Terms and Conditions indicates that the Contract is a "statewide"contract,then"Eligible Agency"means any State of Arizona department,agency, university,commission,or board. 1.13 Indemnified Basic "Indemnified Basic Claims"means any and all claims,actions,liabilities,damages,losses,or Claims expenses,including court costs,attorneys'fees,and costs of claim processing,investigation and litigation,for bodily injury or personal injury,including death,or loss or damage to any real or tangible or intangible personal property,collectively.See paragraph 6.3. 1.14 Instructions "Instructions to Offerors"is Section 3-A of Part 3 of the Solicitation Documents. to Offerors 1.15 Order "Order"means the instrument by which State authorizes Contractor to perform some or all of the Work.Whether the Contract will have one Order or many Orders depends the scope of the Contract and how State will use it.The Special Terms and Conditions provide that information. Any of the following is to be construed as being an"Order": 4. "Release"or"Release Purchase Order"in ProcureAZ; 5. "task order","service order,"or"job order"when a Release Purchase Order for Services has already been committed in ProcureAZ;or 6. "purchase order"for buying by Co-Op Buyers,if co-op buying applies. 1.16 ProcureAZ "ProcureAZ"means State's official electronic procurement system,established pursuant to A.A.C.R2-7-201 as set forth in the Arizona Department of Administration State Procurement Office policy document Technical Bulletin No.020,ProcureAZ—The Official State eProcurement System. NOTE(1):Technical Bulletin No.020 is available online at: https://spo.az.gov/administration-policy/state-procurement-resource/procurement-req u lations NOTE(2):The URL for ProcureAZ itself is: https://procure.az.gov/ 1.17 State With respect to the Contract generally,"State"means the State of Arizona and its department, agency,university,commission,or board that has executed the Contract.With respect to administration or rights,remedies,obligations and duties under the Contract for a given Order, "State"means each of Eligible Agency or Co-Op Buyer who has issued the Order. 1.18 State Indemnitees "State Indemnitees"means,collectively,the State of Arizona,its departments,agencies, universities,commissions,and boards and,and their respective officers,agents,and employees. 1.19 Subcontractor "Subcontractor"has the meaning given in A.R.S.§41-2503(38),which,for convenience of reference only,is"...a person who contracts to perform work or render service to... [C]ontractor or to another[S]ubcontractor as a part of a contract with a state governmental unit ..."The Contract is to be construed as"a contract with a state governmental unit"for purposes PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 13 of 46 Available o n l i ^ e at : P r o c u r e A Z o v ,IttE , Request for Proposal '�� Arizona Department of Administration y `'4'T`�"'p Solicitation No. ADSP017-00007302 State Procurement Office �� 100 N 15th Ave.,Suite 402 . Description: Phoenix,AZ85007 1912 4 AV Equipment and Services of the definition.For clarity of intent,a Person carrying out any element of the Work is a Subcontractor from the moment they first carry out that element of the Work regardless of whether or not a Subcontract exists then or subsequently. 1.20 Work "Work"means the totality of the Materials and the Services and all the acts of administration, creation,production,and performance necessary to fulfill and incidental to fulfilling all of Contractor's obligations and duties under the Contract in conformance with the Contract and applicable laws. 2.0 Contract Interpretation 2.1 Usage Where the Contract: 1. assigns obligations to Contractor,any reference to"Contractor"is to be construed to be a reference to"Contractor and all Subcontractors,whether they are first-tier subcontractors,sub-subcontractors,suppliers,sub-suppliers,consultants,or sub- consultants,as well as all of Contractor's and the Subcontractors'respective agents, representatives,and employees"in every instance unless the context plainly requires that it is be a reference only to Contractor as apart from Subcontractors; 2. uses the permissive"may"with respect to a party's actions,determinations,etc.,the term is to be interpreted as in A.A.C.R2-7-101(31)[Definitions].For clarity of intent,any right given to State using"State may"or a like construction denotes discretion and freedom to act so far as any regulatory or operative constraints permit in the relevant circumstances,provided that:(a)where written"may,at its discretion,"the discretion extends to whatever is most advantageous to State;and(b)where written only as "may,"the discretion is constrained by what is fair,reasonable,and as accommodating of the respective best interests of both parties as practicable under the circumstances; 3. uses the imperative"shall"with respect to a party's actions,duties,etc.,the term is to be interpreted as in A.A.C.R2-7-101(43)[Definitions].Conversely,the phrase"shall not" is to be interpreted as an imperative prohibition. 4. uses the term"must"with respect to a requirement,criterion,etc.,the term is to be interpreted as conveying compulsion or strict necessity,and is to be read as though written"must,if[the subject]is to be entitled to have[the object]considered or credited as being compliant with,conforming to,or satisfying[the requirement,criterion, constraint,etc.],otherwise,[the object]will be considered or debited as being non-compliant,non-conforming,or unsatisfactory for its Contract-related purposes"in every instance; 5. uses the term"might"with respect to an event,outcome,action,etc.,the term is to be interpreted as conveying contingency or non-discretionary conditionality;and 6. uses the term"will"or the phrases"is to be"or"are to be"with respect to an event, outcome,action,etc.,the term or phrase is to be interpreted as conveying such certainty or imperativeness that"shall"is either unnecessary or irrelevant in that instance. 2.2 Contract Order COMPLEMENTARY DOCUMENTS.All of the documents forming the Contract are of Precedence complementary.If certain work,requirements,obligations,or duties are set out only in one but not in another,Contractor shall carry out the Work as though the relevant work,requirements, obligations,or duties had been fully described in all,consistent with the other documents forming the Contract and as is reasonably inferable from them as being necessary to produce complete results. CONFLICTS.In case of any inconsistency,conflict,or ambiguity among the documents forming the Contract and their provisions,they are to prevail in the following order,descending from most dominate to most subordinate,provided that,among categories of documents or provisions having the same rank,the document or provision with the latest date prevails. Information being identified in one document but not in another is not to be considered a conflict or inconsistency. PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 14 of 46 online at : P.__r___o....c___u r e . A Z . g ,o v VIE •` Request for Proposal 4‘..10111Arizona Department of Administration State Procurement Office � ., H Solicitation No.ADSP017-00007302 soo N 15th Ave.,Suite 402 -4 Description: Phoenix,AZ 85007 *1912 AV Equipment and Services (a) Contract Amendments; (b) the Solicitation Documents,in the order: (1) Special Terms and Conditions; (2) Exhibits to the Special Terms and Conditions; (3) Uniform Terms and Conditions; (4) Scope of Work; (5) Exhibits to the Scope of Work; (6) Pricing Document; (7) Exhibits to the Pricing Document; (8) Specifications;and (9) any other documents referenced or included in the Solicitation; (c) Orders,in reverse chronological order;and (d) Accepted Offer. ATTACHMENTS AND EXHIBITS.For clarity of intent,if an item was an Attachment in the Solicitation Documents or an Offer(either Initial,Revised,Best and Final,or Accepted)and was subsequently made into an Exhibit,or its content was incorporated into one of the other Contract documents,then that Attachment no longer exists contractually as an"Attachment" since it has at that point been made into some other Contract document.In every other case,an Attachment and the Offeror data therein remain part of the Accepted Offer for purposes of precedence and contractual effect. 2.3 Independent Contractor is an independent contractor and shall act in an independent capacity in Contractor performance under the Contract.Neither party is or is to be construed as being to be the employee or agent of the other party,and no action,inaction,event,or circumstance will be grounds for deeming it to be so. 2.4 Complete The Contract,including any documents incorporated into the Contract by reference,is intended Integration by the parties as a final and complete expression of their agreement.There are no prior, contemporaneous,or additional agreements,either oral or in writing,pertaining to the Contract. , 3,Q Contract Administration and Operation 3.1 Term of Contract The term of the Contract will commence on the date indicated on the Acceptance and continue for one(1)year unless canceled,terminated,or permissibly extended. 3.2 Contract State may at its discretion extend the initial Contract term in increments of one or more months Extensions and do so one or more times,provided that,the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of 5(five)years. 3.3 Notices and 3.3.1 TO CONTRACTOR.State shall: Correspondence (a) address all Contract correspondence other than formal notices to the email address indicated as"Default for Type"for"General Mailing Address"in Contractor's corresponding ProcureAZ Vendor Profile;and (b) address any required notices to Contractor to the"Contact Name and Title"at the "Mailing Address"indicated on the Accepted Offer,as that address might have been amended during the term of the Contract. 3.3.2 TO STATE.Contractor shall: (a) address all Contract correspondence other than format notices to the email address indicated in"Contact Instructions"in the ProcureAZ Summary for State; and PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01•FEB-2017) Page 15 of 46 Available online at : P r o c__u_-r e_. A Z_.. , Request for Proposal Arizona Department of Administration .1" " Solicitation No. State Procurement Office Oiv ADSP017-00007302 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ 85007 *r91 " " AV Equipment and Services (b) address any required notices to State to Procurement Officer identified as "Purchaser"in the ProcureAZ Summary at the following mailing address: Arizona Department of Administration State Procurement Office 100 N 15th Ave.,Suite 402 Phoenix,AZ 85007 3.3.3 CHANGES.State may change the designated Procurement Officer,update contact information,or change the applicable mailing address by Contract Amendment. 3.4 Signing of Contract Contractor's counter-signature—or"approval"in ProcureAZ,in the case of a Change Order—is Amendments not required to give effect if the Contract Amendment only covers either: 1. extension of the term of the Contract within the maximum aggregate term; 2. revision to Procurement Officer appointment or contact information;or 3. modifications of a clerical nature that have no effect on terms,conditions,price,scope, or other material aspect of the Contract. In every case other than those listed in(1),(2),and(3)above,both parties'signature—or "approval"in ProcureAZ,in the case of a Change Order—are required to give it effect. 3.5 Click-Through Terms If either party uses a web based ordering system,an electronic purchase order system,an and Conditions electronic order acknowledgement,a form of an electronic acceptance,or any software based ordering system with respect to the Contract(each an"Electronic Ordering System"),the parties acknowledge and agree that an Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract.Accordingly,where an authorized State user is required to"click through"or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering Systems,any such terms and conditions are deemed void upon presentation.Additionally,where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any Materials or Services, those terms and conditions will also be void. 3.6 Books and 3.6.1 RETAIN RECORDS.By A.R.S.§41-2548(B),Contractor shall retain and shall contractually Records require each Subcontractor to retain books and records relating for any cost and pricing data submitted in satisfaction of§41-2543 for the period specified in the statute. 3.6.2 RIGHT TO AUDIT.The retained books and records are subject to audit by State during that period.By A.R.S.§41-2548(B),Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to performance under the Contract for the period specified in the statute and those retained books and records are subject to audit by State during that period. 3.6.3 AUDITING.Contractor or Subcontractor shall either make all such books and records under subparagraphs 3.6.1 and 3.6.2 available to State at all reasonable times or produce the records at a designated State office on State's demand,the choice of which being at State's discretion.For the purpose of this paragraph,"reasonable times" are during normal business hours and in such a manner so as to not unreasonably interfere with normal business activities. 3.7 Contractor Licenses Contractor shall maintain current all federal,state and local licenses and permits required for the operation of its business in general,for its operations under the Contract,and for the Work itself. 3.8 Inspection By A.R.S.§41-2547,State may at reasonable times inspect the part of Contractor's or and Testing Subcontractors'plant or places of business related to performance under the Contract. Accordingly,Contractor agrees to permit(for itself)and ensure(for Subcontractors)access for inspection at any reasonable time to its facilities,processes,and services.State may inspect or test,at its own cost,any finished goods,work-in-progress,components,or unfinished materials PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 16 of 46 Available online at : Pro c u r e A Z o v K" Request for Proposal Arizona Department of Administration (41 Solicitation No. :° State Procurement Office ,¢ ADSPO17-00007302 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ85007 *1912 AV Equipment and Services that are be supplied under the Contract or that will be incorporated into something to be supplied under the Contract.If the inspection or testing shows non-conformance or defects, then Contractor will owe State reimbursement or payment of all costs it incurred in carrying out or contracting for the inspection and testing,as well as for any re-inspection or re-testing that might be necessary.Neither inspection of facilities nor testing of goods,work,components,or unfinished materials will of itself constitute acceptance by State of those things. 3.9 Ownership of 3.9.1 RIGHTS IN WORK PRODUCT.All intellectual property originated or prepared by Intellectual Contractor pursuant to the Contract,including but not limited to,inventions, Property discoveries,intellectual copyrights,trademarks,trade names,trade secrets,technical communications,records reports,computer programs and other documentation or improvements thereto,including Contractor's administrative communications and records relating to the Contract,are considered work product and Contractor's property,provided that,State has Government Purpose Rights to that work product as and when it was delivered to State. (a)"Government Purpose Rights"are: i. the unlimited,perpetual,irrevocable,royalty free,non-exclusive,worldwide right to use,modify,reproduce,release,perform,display,sublicense, disclose and create derivatives from that work product without restriction for any activity in which State is a party; ii. the right to release or disclose that work product to third parties for any State government purpose;and iii. the right to authorize those to whom it rightfully releases or discloses that work product to use,modify,release,create derivative works from the work product for any State government purpose;such recipients being understood to include the federal government,the governments of other states,and various local governments. (b)"Government Purpose Rights"do not include any right to use,modify,reproduce, perform,release,display,create derivative works from,or disclose that work product for any commercial purpose or to authorize others to do so. 3.9.2 JOINT DEVELOPMENTS.The parties may each use equally any ideas,concepts,know- how,or techniques developed jointly during the course of the Contract,and may do so at their respective discretion,without obligation of notice or accounting to the other party. 3.9.3 PRE-EXISTING MATERIAL.All pre-existing software and other materials developed or otherwise obtained by or for Contractor or its affiliates independently of the Contract or applicable Purchase Orders are not part of the work product to which rights are granted State under subparagraph 3.9.1 above,and will remain the exclusive property of Contractor,provided that: (a)any derivative works of such pre-existing material or elements thereof that are created pursuant to the Contract are part of that work product; (b)any elements of derivative work of such pre-existing material that was not created pursuant to the Contract are not part of that work product;and (c) except as expressly stated otherwise,nothing in the Contract is to be construed to interfere or diminish Contractor's or its affiliates'ownership of such pre-existing materials. 3.9.4 DEVELOPMENTS OUTSIDE OF CONTRACT.Unless expressly stated otherwise in the Contract does not preclude Contractor from developing competing materials outside the Contract,irrespective of any similarity to materials delivered or to be delivered to State hereunder. 3.10 Subcontracts 3.10.1 INITIAL LIST.At the time of Contract execution,Contractor's candidate Subcontractors were identified in Attachment 3-C to the Accepted Offer[Proposed Subcontractors]. Agreeing to them being included in the Accepted Offer signified Procurement Officer's PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 17 of 46 2. A v a i i a b l e online at : P r oc ur e A Z • Ki n�r►� Request for Proposal Arizona Department of Administration ■•:tr.sac�x� V, Solicitation No. � State Procurement Office ,$QN ADSP017-00007302 100 N 15th Ave.,Suite 402 A Description: Phoenix,AZ 85007 4-012 ' AV Equipment and Services advance consent for Contractor to enter into a Subcontract with each candidate,which Contractor shall do as promptly as necessary to ensure its ability to carry out the Work in a timely manner. 3.10.2 ADDITIONAL NAMES.Contractor shall not enter into a Subcontract without first obtaining Procurement Officer's written consent with any prospective Subcontractor that(a)was not listed on Attachment 3-C at time of Contract execution or(b)is for any Materials or Services categories other than the ones for which they were previously consented.For either case(a)or(b),Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired.Procurement Officer may request any additional information he or she determines is necessary to assess the submittal,and may withhold consent pending it. 3.10.3 FLOW-DOWN.Contractor shall incorporate the provisions,terms,and conditions of the Contract into every Subcontract by inclusion or by reference,as appropriate.When making any post-execution consent requests,Contractor shall include its warrant that it will do the same for the pending Subcontracts covered by the request.Entering into Subcontracts will not relieve Contractor of any of its obligations or duties under the Contract,including,among other things,the duty to supervise and coordinate the work of Subcontractors.Nothing contained in any Subcontract will create or is to be construed as creating any contractual relationship between State and the Subcontractor. 3.11 Offshore Contractor shall only perform those portions of the Services that directly serve State or its Performance clients and involve access to secure or sensitive data or personal client data within the defined of Certain Work territories of the United States.Unless specifically stated otherwise in the Scope of Work,this Prohibited paragraph does not apply to indirect or overhead services,redundant back-up services,or services that are incidental to performance under the Contract.This provision applies to work performed by Subcontractors at all tiers. 3.12 Orders 3.12.1 ORDER SUFFICIENCY.The Contract was awarded in accordance with the Arizona Procurement Code;the transactions and procedures required by the code for competitive source selection have been met.An Order issued that cites the correct State contract number will suffice to authorize Contractor to provide the Materials and perform the Services covered by that Order. 3.12.2 ORDER TERMS.All Orders are subject to the Contract Terms and Conditions;an Order cannot modify the Contract Terms and Conditions. 3.12.3 ORDERS ARE OBLIGATORY.Until the expiration or earlier termination of the Contract, State may issue and Contractor shall accept Orders that make proper reference to the Contract and are permissible hereunder,provided that,Contractor is not obliged to accept any Order that is not consistent with the then-current pricing,lead times, specifications,or payment provisions of the Contract.Contractor shall fulfill and complete any Orders that are begun but not yet completed as of expiration or earlier termination of the Contract unless State instructs otherwise at the time. 3.12.4 SPECIAL CASE.In the special case where both the following conditions are true, Procurement Officer's signature on the Acceptance is Contractor's authorization to perform and therefore no Order is required:(a)the Contract is identified as being a "single-agency/single-project"contract and(b)the Contract was created in ProcureAZ as something other than a"Master/Blanket"type. 3.12.5 NO MINIMUMS OR COMMITMENTS.(a)Contractor shall not impose any minimum dollar amount,item count,services volume,or services duration on Orders;(b)State makes no commitment of any kind concerning the quantity or monetary value of activity actually initiated or completed during the term of the Contract;(c)Contractor shall only deliver or perform as authorized by Orders;and(d)State is not limited as to the number of Orders it may issue for the Contract.For clarity of intent,the foregoing PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 18 of 46 Available online a t : P___r o_-_p.._..u r..__e . A Z _...__8 o.___y Request for Proposal �v K .4'- , Arizona Department of Administration A? Solicitation No. State Procurement Office N ADSP017-00007302 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ85007 */912 * AV Equipment and Services applies equally whether an Eligible Agency issues the Order or,if applicable,a Co-Op Buyer issues it. 3.12.6 NON-CONTRACTED MATERIALS OR SERVICES.Any attempt to knowingly represent for sales,marketing,or related purposes that goods or services not specifically awarded are under a State contract is a violation of the Contract and law. 3.13 Statewide Contract The Contract is a"statewide"contract for multiple purchases,projects,or assignments,and can Provisions be purchased against by some or all Eligible Agencies and any Co-Op Buyers that elect to participate.Even if only one Eligible Agency needs or elects to purchase against the Contract,it is to be construed as being a"statewide"contract hereunder. The Contract is an indefinite delivery,indefinite quantity(ID/IQ)type of contract;it is to be construed as a"delivery order"sub-type of ID/IQ contract to the extent the Work is Materials, and a"task order"sub-type to the extent the Work is Services. 1. Contractor shall verify if an ordering entity is a bona fide Co-Op Buyer before selling Materials to or providing Services for them under the Contract.The current list of Co-Op Buyers is available on the State Procurement Office website: https://spo.az.gov/procurement-services/cooperative-procurement/state-purchasinq- cooperative 2. Contractor shall sell to Co-Op Buyers at the same price and on the same lead times and other terms and conditions under which it sells to Eligible Agencies,with the sole exception of any legitimately additional costs for extraordinary shipping or delivery requirements if the Co-Op Buyer is having Materials delivered or installed or Services performed at locations not contemplated in the contracted pricing(e.g.delivery to a location outside Arizona). 3. Contractor shall pay State an administrative fee against all Contract sales to Co-Op Buyers,as provided for under A.R.S.§41-2633.The fee rate is one(1%)percent.Failure to remit the administrative fees is a material breach of contract,and will entitle State to its remedies under Article 8 and its right to terminate for default under Article 9. Method of calculation,payment procedures,and other details are provided on the State Procurement Office website: https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee 4. Contractor shall submit to State a quarterly usage report documenting all Contract sales to both Eligible Agencies and Co-Op Buyers,itemized separately.Contractor shall further itemize divisions,groups or areas within a given Eligible Agency if they place Orders independently of each other.Failure to submit the report is a material breach of contract,and will entitle State to its remedies under Article 8 and its right to terminate for default under Article 9.Contractor shall submit the report using the forms and following the instructions on the State Procurement Office website: https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee 5. Contractor shall acknowledge each Order from Eligible Agencies within 1(one)business day after receipt by either:(a)"approving"the Order electronically in ProcureAZ,which will indicate Contractor's unqualified acceptance of the Order as-issued;or (b)"rejecting"the Order electronically in ProcureAZ,with a concurrent explanation by email to relevant originator as to the reason for rejecting it.By way of reminder,the only grounds on which Contractor may reject or refuse an Order are those set out in subparagraph 3.14.3[Orders are Obligatory].Unless and until Contractor has approved the Order in ProcureAZ,it will have no effect under the Contract and will not oblige either State or Contractor.If the relevant Eligible Agency explicitly instructs at the time that a verbal acceptance is sufficient because of urgency or other unusual circumstances and Contractor duly gives its verbal acceptance,then Contractor will be deemed to have accepted the Order immediately upon commencing performance,provided that, Contractor must follow-up its verbal acceptance by accepting the Purchase Order electronically in ProcureAZ within 3(three)business days.Contractor shall thereafter be PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions • Template version 2.0(01-FEB-2017) Page 19 of 46 Availableo n i i r: P_.._roc__u_r e_ . _A Z_..__,.__...g o v.. " Sr, Request for Proposal ,sv+ Arizona Department of Administration Solicitation No.Y ` State Procurement Office 1- ADSP017-00007302 100 N 15thAve.,Suite 402 1 Description: Phoenix,AZ 85007 "191 * " AV Equipment and Services barred from subsequently rejecting the Order in ProcureAZ and if it does so the rejection will be void. 6. Contractor shall acknowledge each Order from Co-Op Buyers in conformance with each buyer's instructions given at the time of ordering or in any supplemental participating agreement Contractor might have with them.Orders from Co-Op Buyers create no obligation on State's part,since they are entirely between the Co-Op Buyer and Contractor.That notwithstanding,Contractor's obligation under the Contract is to service Co-Op Buyers commercially as though they were with an Eligible Agency,and Contractor's refusal to do so would be a material breach of the Contract. 3.14 Multiple-Use Eligible Agencies may issue Orders for Services in several forms,all of which become final and Provisions effective by a"Release Purchase Order"in ProcureAZ.Orders issued by Co-Op Buyers will be in whatever form the Co-Op Buyer normally uses.Regardless of origin,Orders must cite the State contract number to be valid.State may,at its discretion in each instance,determine the scope, schedule,and price for each Order in any of the following ways: 1. By choosing some or all of the Materials or Services items covered by the Contract for which a price is established in the Pricing Document,then preparing an Order using those prices(e.g.,filling out an order form),and sending it to Contractor. 2. By instructing Contractor to provide a comprehensive proposal of item quantities, combinations,etc.,or services hours,personnel,etc.,for a defined scope using those established prices as a basis,then validating and negotiating the proposal with Contractor and issuing an Order if and when reaching agreement. 3. As described in(2)above but requesting the proposal from both Contractor and other vendors who are contracted within the applicable scope categories and locations,either sequentially or concurrently,then selecting the proposal or proposals combination that is most advantageous to State. 4. As described in(3)above but introducing ad-hoc commercial competition by making the selection and ordering conditional on obtaining more favorable prices than the contractually-established ones. When evaluating the proposals under(3)and(4)above,State may select based on price(for example,a quoted number of hours times the contracted or improved rate plus a fixed amount for incidentals),by experience and qualifications(for example,having an office nearer the required work location),or whatever combination thereof it determines is most appropriate to the work in question. 3.15 Other State may undertake with its own forces or award other contracts to the same or other vendors Contractors for additional or related work.In such cases,Contractor shall cooperate fully with State's employees and such other vendors and carefully coordinate,fit,connect,accommodate,adjust, or sequence its work to the related work by others.Where the Contract requires handing-off Contractor's work to others,Contractor shall cooperate as State instructs regarding the necessary transfer of its work product,services,or records to State or the other vendors. Contractor shall not commit or permit any act that interferes with the State's or other vendors' performance of their work,provided that,State shall enforce the foregoing section equitably among all its vendors so as not impose an unreasonable burden on any one of them. 3.16 Work on State 3.16.1 COMPLIANCE WITH RULES.Contractor is responsible for ensuring that its personnel Premises comply with State's rules,regulations,policies,documented practices,and documented operating procedures while delivering or installing Materials or performing Services on State's grounds or in its facilities.For clarity of intent,the foregoing means that if Contractor is required to comply with certain security requirements in order to deliver, install,or perform at that particular location,then it shall do so nonetheless and without entitlement to any additional compensation or additional time for performance if those particular requirements are not expressly stated in the Contract.Contractor is reminded that violation of the prohibition under A.R.S.§13-1502 against possession of weapons on State's property by anyone for whom Contractor is responsible is a material breach of contract and grounds for termination for default. PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 20 of 46 l v t i _ hie o niirle at : P.. r o C -__....r. e A Z... D .v _ Request for Proposal Arizona Department of Administration 'y' Solicitation No. „ State Procurement Office k ADSP017-00007302 ,},��.�- ,Q 100 N 15th Ave.,Suite 402 ``i� it Description: Phoenix,AZ85007 ry,; AV Equipment and Services 3.16.2 PROTECTION OF GROUNDS AND FACILITIES.Contractor shall deliver or install the Materials and perform the Services without damaging any State grounds or facilities. Contractor shall repair or replace any damage it does cause promptly and at its own expense,subject to whatever instructions and restrictions State needs to make to prevent inconvenience or disruption of operations.If Contractor fails to make the necessary repairs or replacements and do so in a timely manner,State will be entitled to exercise its remedies under paragraph 8.5[Right of Offset]of the Uniform Terms and Conditions. 3.17 Volume Sales Report The Contractor shall furnish the State an annual sales report delineating all the equipment and services order activity under the contract.The format of the report shall be approved by the State.At a minimum,it shall disclose Customers Name(Eligible Agency or Co-op Buyer), Purchase Order Number,Manufacturer,Product Description,Product#/SKU,Quantity,Cost of Equipment/Service,Contract Category,Location delivered/Installed,Date of delivery or installation,for all sales transacted within the year.The volume sales report shall be submitted annually by July 31"to the State.The State at its discretion may request this sales report as needed during the year and the Contractor shall furnish this report within one week's notice. 4.0 Costs and Payments 4.1 Payments 4.1.1 PAYMENT DEADLINE.State shall make payments in compliance with Arizona Revised Statues Titles 35 and 41.Unless and then only to the extent expressly stated otherwise in the Pricing Document,State shall make payment in full for Materials that have been delivered and accepted and Services that have been performed and accepted within the time specified in A.R.S.§35-342 after both of the following become true:(a)all of the Materials being invoiced have been delivered or installed(as applicable)and accepted and all of the Services being invoiced have been performed and accepted;and (b)Contractor has provided a complete and accurate invoice in the form and manner called for in the Pricing Document,provided that,State will not make or be liable for any payments to Contractor until Contractor has registered properly in ProcureAZ and provided a current IRS Form W-9 to State unless excused by law from providing one. 4.1.2 PAYMENTS ONLY TO CONTRACTOR.Unless compelled otherwise by operation of law or order of a court of competent jurisdiction,State will only make payment to Contractor under the federal tax identifier indicated on the Accepted Offer. 4.2 Applicable 4.2.1 CONTRACTOR TO PAY ALL TAXES.State is subject to Arizona TPT.Therefore,Arizona Taxes TPT applies to all sales under the Contract and Arizona TPT is Contractor's responsibility (as seller)to remit.Contractor's failure to collect Arizona TPT or any other applicable sales or use taxes from an Eligible Agency or Co-Op Buyer(as buyer)will not relieve Contractor of any obligation to remit sales or use taxes that are due under the Contract or laws.Unless stated otherwise in the Pricing Document,all prices therein include Arizona TPT as well as every other manner of transaction privilege or sales/use tax that is due to a municipality or another state or its political subdivisions.Contractor shall pay all federal,state,and local taxes applicable to its operations and personnel. 4.2.2 TAX INDEMNITY.Contractor shall hold State harmless from any responsibility for taxes or contributions,including any applicable damages and interest,that are due to federal, state,and local authorities with respect to the Work and the Contract,as well any related costs;the foregoing expressly includes Arizona TPT,unemployment compensation insurance,social security,and workers'compensation insurance. 1 5.0 Contract Changes 5.1 Contract Amendments The Contract is issued for State under the authority of Procurement Officer.Only a Contract Amendment can modify the Contract,and then only if it does not change the Contract's general scope.Purported changes to the Contract by a person not expressly authorized by Procurement PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 21 of 46 Available online at : P r_o c4u r _e_._,A Z ,_j o v_ I"Lst, Request for Proposal Arizona Department of Administration Solicitation No. State Procurement Office y" �, ADSP017-00007302 100 N 15th Ave.,Suite 402 � ENO:I Description: Phoenix,AZ85007 *1912 AV Equipment and Services Officer or made unilaterally by Contractor will be void and without effect;Contractor will not be entitled to any claim made under the Contract based on any such purported changes. 5.2 Assignment and 5.2.1 IN WHOLE.Contractor shall not assign in whole its rights or delegate in whole its duties Delegation under the Contract without Procurement Officer's prior written consent,which consent Procurement Officer may withhold at his or her discretion.If Contractor's proposed assignment or delegation stems from a split,sale,acquisition,or other non-merger change in control,then no such consent will be given in any event without the assignee or delegate giving State satisfactory and equivalent evidence or assurance of its financial soundness,competency,capacity,and qualification to perform as that which Contractor possessed when State first awarded it the Contract. 5.2.2 IN PART.Subject to paragraph 3.10[Subcontracts]with respect to subcontracting, Contractor may assign particular rights or delegate particular duties under the Contract, but shall obtain Procurement Officer's written consent before doing so.Procurement Officer shall not unreasonably withhold consent so long as the proposed assignment or delegation does not attempt to modify the Contract in any way or to alter or impair State's rights or remedies under the Contract or laws. 6.0 Risk and Liability 6.1 Risk of Loss Contractor shall bear all risk of loss to Materials while in pre-production,production,storage, transit,staging,assembly,installation,testing,and commissioning,if and as those duties are within the scope of the Work,until they have been accepted as conforming by State in the particular location and situation specified in the Order,or as specified generally elsewhere in the Contract if the Order does not provide particulars,provided that,risk of loss for nonconforming Materials will remain with Contractor notwithstanding acceptance to the extent the loss stems from the nonconformance. 6.2 Contractor Insurance Contractor and subcontractors shall procure and maintain,until all of their obligations have been discharged,including any warranty periods under this Contract,are satisfied,insurance against claims for injury to persons or damage to property arising from,or in connection with, the performance of the work hereunder by the Contractor,his agents,representatives, employees or subcontractors. The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract.The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor,its agents,representatives,employees or subcontractors,and the Contractor is free to purchase additional insurance. MINIMUM SCOPE AND LIMITS OF INSURANCE:Contractor shall provide coverage with limits of liability not less than those stated below. 1.Commercial General Liability(CGL)—Occurrence Form Policy shall include bodily injury,property damage,personal injury and broad form contractual liability coverage General Aggregate $2,000,000 Products—Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Blanket Contractual Liability—Written and Oral $1,000,000 Damage to Rented Premises(Fire Legal Liability) $50,000 Each Occurrence $1,000,000 a. The policy shall be endorsed,as required by this written agreement,to include the State of Arizona,and its departments,agencies,boards,commissions, PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01•FEB.-2017) Page 22 of 46 o v a a a i e o r1 :r l P r € c u r e_____.a Z_______g o v .. I"E Request for Proposal Arizona Department of Administration r' Solicitation No. i State Procurement Office r,;, �tvt ADSP017-00007302 100 N 15th Ave.,Suite 402 �` AP' Description: Phoenix,AZ85007 '. 1 AV Equipment and Services 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. 2.Business Automobile Liability Bodily Injury and Property Damage for any owned,hired,and/or non-owned automobiles used in the performance of this Contract. Combined Single Limit(CSL) $1,000,000 a. Policy shall be endorsed,as required by this written agreement,to include the State of Arizona,and its departments,agencies,boards,commissions, universities,officers,officials,agents,and employees as additional insureds with respect to liability arising out of the activities performed by,or on behalf of,the Contractor involving automobiles owned,hired and/or non-owned by the Contractor. b. Policy shall contain a waiver of subrogation endorsement,as required by this written agreement,in favor of the State of Arizona,and its departments, agencies,boards,commissions,universities,officers,officials,agents,and employees for losses arising from work performed by or on behalf of the Contractor. 3.Worker's Compensation and Employers'Liability Workers'Compensation Statutory Employers'Liability Each Accident $1,000,000 Disease—Each Employee $1,000,000 Disease—Policy Limit $1,000,000 a. Policy shall contain a waiver of subrogation endorsement,as required by this written agreement,in favor of the State of Arizona,and its departments, agencies,boards,commissions,universities,officers,officials,agents,and employees for losses arising from work performed by or on behalf of the Contractor. b. This requirement shall not apply to:Separately,EACH contractor or subcontractor that is exempt under A.R.S.23-901,AND when such contractor or subcontractor executes the appropriate waiver form(Sole Proprietor or Independent Contractor). 4.Professional Liability(Errors and Omissions Liability) Each Claim $2,000,000 Annual Aggregate $4,000,000 a. In the event that the Professional Liability insurance required by this Contract is written on a claims-made basis,the Contractor warrants that any retroactive date under the Policy shall precede the effective date of this Contract and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two(2)years beginning at the time work under this Contract is completed. b. The Policy shall cover professional misconduct or lack of ordinary skill for those positions defined in the Scope of Work of this Contract. PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 23 of 46 2. Available online at : Procure .____AZ......._i o v .... I"E Request for Proposal Arizona Department of Administration y ' a Solicitation No. State Procurement Office :; ,�' r1`„ ADSP017-00007302 100 N 15th Ave.,Suite 402 - A Description: Phoenix,AZ 85007 */912 " AV Equipment and Services 5.Installation Floater Coverage amount is$1,000,000 a. Policy shall contain an Additional Insured 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. b. The State of Arizona and the Department shall be named as loss payee as our interest may appear. c. Coverage shall be written on an all risk,replacement cost basis and shall include coverage for flood and earth movement as well as coverage for losses that may occur during equipment testing/commissioning. d. Policy shall be maintained until whichever of the following shall first occur:(1) final payment has been made;or,(2)until no person or entity,other than the State of Arizona,has an insurable interest in the property required to be covered. e. Policy shall be endorsed such that the insurance shall not be canceled or lapse because of any partial use or occupancy by the State of Arizona. f. The Installation Floater must provide coverage from the time the equipment/material becomes the responsibility of the Contractor and shall continue without interruption during the installation,including any time during which the equipment/material is being transported to the installation site,or awaiting installation,whether on or off site. g. Policy shall contain a Waiver of Subrogation endorsement,as required by 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 the Contractor for the State of Arizona. h. Contractor is responsible for the payment of all deductibles under the Installation Floater. ADDITIONAL INSURANCE REQUIREMENTS:The policies shall include,or be endorsed to include, as required by this written agreement,the following provisions: a. The Contractor's policies,as applicable,shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department,its agents,officials,employees or the State of Arizona shall be excess and not contributory insurance,as provided by A.R.S.§41-621(E). b. Insurance provided by the Contractor shall not limit the Contractor's liability assumed under the indemnification provisions of this Contract. 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(Deepika Bajpayee,100 N 15th Ave,Suite 402,Phoenix AZ 85007,Fax number 602-542-5508). 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 PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-•FEB-2017) Page 24 of 46 Av ie n ; : t ItiE u Request for Proposal ��:�r.,i: rif Arizona Department of Administration �I.43X1Y Solicitation No. State Procurement Office 7: u, ADSPO17-00007302 100 N 15th Ave„Suite 402 4 Description: Phoenix,A285007 *191 ` AV Equipment and Services not less than A-VII.The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. VERIFICATION OF COVERAGE:Contractor shall furnish the State of Arizona with certificates of insurance(valid ACORD form or equivalent approved by the State of Arizona)evidencing that Contractor has the insurance as required by this Contract.An authorized representative of the insurer shall sign the certificates. a. All such certificates of insurance and policy endorsements must be received by the State before work commences.The State's receipt of any certificates of insurance or policy endorsements that do not comply with this written agreement shall not waive or otherwise affect the requirements of this agreement. b. 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. c. All certificates required by this Contract shall be sent directly to(Deepika Bajpayee 100 N 15th Ave, Suite 402, Phoenix AZ 85007). The State of Arizona project/contract number and project description shall be noted on the certificate of insurance.The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.DO NOT SEND CERTIFICATES OF INSURANCE TO THE STATE OF ARIZONA'S RISK MANAGEMENT DIVISION. SUBCONTRACTORS:Contractors'certificate(s)shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor.All coverages for subcontractors shall be subject to the minimum insurance requirements identified above.The State reserves the right to require, at any time throughout the life of the Contract,proof from the Contractor that its subcontractors have the required coverage. APPROVAL and MODIFICATIONS:The Contracting Agency,in consultation with State Risk, reserves the right to review or make modifications to the insurance limits,required coverages, or endorsements throughout the life of this contract,as deemed necessary.Such action will not require a formal Contract amendment but may be made by administrative action. EXCEPTIONS:In the event the Contractor or sub-contractor(s)is/are a public entity,then the Insurance Requirements shall not apply.Such public entity shall provide a Certificate of Self- Insurance.If the contractor or sub-contractor(s)is/are a State of Arizona agency,board, commission,or university,none of the above shall apply. 6.3 Basic Indemnification 6.3.1 CONTRACTOR/VENDOR(NOT PUBLIC AGENCY). To the fullest extent permitted by law, Contractor shall defend,indemnify,and hold harmless the State of Arizona,and its departments,agencies,boards,commissions, universities,officers,officials,agents,and employees(hereinafter referred to as "Indemnitee")from and against any and all claims,actions,liabilities,damages,losses, or expenses(including court costs,attorneys'fees,and costs of claim processing, investigation and litigation)(hereinafter referred to as"Claims")for bodily injury or personal injury(including death),or 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 its owners,officers,directors,agents,employees or subcontractors.This indemnity includes any claim or amount arising out of,or recovered under,the Workers'Compensation Law or arising out of the failure of such 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, PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01 FEB 2017) Page 25 of 46 Available „ n , e a t : P__r o ..c u !"_e -_ A Z '" �,.. Request for Proposal Arizona Department of Administration r�srar?ors:$n ,. Solicitation No. State Procurement Office c) ADSP017-00007302 100 N 15th Ave.,Suite 402 ,40401kDescription: Phoenix,AZ 85007 *1912 " AV Equipment and Services defense,and judgment costs where this indemnification is applicable.In consideration of the award of this contract,the Contractor agrees to waive all rights of subrogation against the State of Arizona,its officers,officials,agents,and employees for losses arising from the work performed by the Contractor for the State of Arizona. 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. 6.4 Patent and Copyright CONTRACTOR/VENDOR(NOT PUBLIC AGENCY).With respect to Materials or Services provided Indemnification or proposed by a Contractor Indemnitor for performance under the Contract,Contractor shall indemnify,defend and hold harmless State Indemnitees against any third-party claims for liability,costs,and expenses,including,but not limited to reasonable attorneys'fees,for infringement or violation of any patent,trademark,copyright,or trade secret by the Materials and the Services.With respect to the defense and payment of claims under this subparagraph: 1. State shall provide reasonable and timely notification to Contractor of any claim for which Contractor may be liable under this paragraph; 2. Contractor,with reasonable consultation from State,shall have control of the defense of any action on an indemnified claim including all negotiations for its settlement or compromise; 3. State may elect to participate in such action at its own expense;and 4. State may approve or disapprove any settlement or compromise,provided that,(i)State shall not unreasonably withhold or delay such approval or disapproval and(ii)State shall cooperate in the defense and in any related settlement negotiations. If Contractor is a public agency,this paragraph 6.4 does not apply. 6.5 Force Majeure 6.5.1 DEFINITION.For this paragraph,"force majeure"means an occurrence that is (a)beyond the control of the affected party,(b)occurred without the party's fault or negligence,and(c)something the party was unable to prevent by exercising reasonable diligence.Without limiting the generality of the foregoing,force majeure expressly includes acts of God,acts of the public enemy,war,riots,strikes,mobilization,labor disputes,civil disorders,fire,flood,lockouts,injunctions-intervention-acts,failures or refusals to act by government authorities,and,subject to paragraph 7.66[Performance in Public Health Emergency],declared public health emergencies.Force majeure expressly does not include late delivery caused by congestion at a manufacturer's plant or elsewhere,an oversold condition of the market,late performance by a Subcontractor unless the delay arises out of an occurrence of force majeure,or inability of either Contractor or any Subcontractor to acquire or maintain any required insurance,bonds,licenses,or permits. 6.5.2 RELIEF FROM PERFORMANCE.Except for payment of sums due,the parties are not liable to each other if an occurrence of force majeure prevents its performance under the Contract.If either party is delayed at any time in the progress of their respective performance under the Contract by an occurrence of force majeure,the delayed party shall notify the other no later than the following working day after the occurrence,or as soon as it could reasonably have been expected to recognize that the occurrence had effect in cases where the effects were not readily apparent.In any event,the notice must make specific reference to this paragraph specifying the causes of the delay in the notice and,if the effects of the occurrence are on-going,provide an initial notification and thereafter the delayed party shall provide regular updates until such time as the effects are fully known.To the extent it is able,the delayed party shall cause the delay to cease promptly and notify the other party when it has done so.The parties shall extend the time of completion by Contract Amendment for a period equal to the time that the results or effects of the delay prevented the delayed party from performing. 6.5.3 EXCUSABLE DELAY IS NOT DEFAULT.Failure in performance by either party will not constitute default hereunder or give rise to any claim for damages or loss of anticipated PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 26 of 46 Available online at : P r..._o..._c U.._-.. e .__..A Z___..... ....o.._.v IREsti Request for Proposal Arizona Department of Administration ■s,;11zR� State Procurement Office 4.1 Solicitation No. N ADSP017-00007302 100 N 15th Ave.,Suite 402 rlr Description: Phoenix,AZ85007 N.t,%/9i2 AV Equipment and Services profits if and to the extent that such failure was or is being caused by an occurrence of force majeure. 6.5.4 DEFAULT DIMINISHES RELIEF.Entitlement to relief from the effects of an occurrence of force majeure is diminished to the extent that the delay did or will result from the affected party's default unrelated to the occurrence,in which case and to that extent the other party's normal remedies and the affected party's obligations would apply undiminished. 6.6 Third Party Contractor assigns to State any claim for overcharges resulting from antitrust violations to the Antitrust extent that those violations concern materials or services supplied by third parties to Contractor Violations toward fulfillment of the Contract. 7.0 Warranties 7.1 Conformity to Contractor warrants that,unless expressly provided otherwise elsewhere in the Contract,the Requirements Materials and Services will for 1(one)year after acceptance and in each instance:(1)conform to the requirements of the Contract,which by way of reminder include without limitation all descriptions,specifications,and drawings identified in the Scope of Work and any Contractor affirmations included as part of the Contract;(2)be free from defects of material and workmanship;(3)conform to or perform in a manner consistent with current industry standards;and(4)be fit for the intended purpose or use described in the Contract.Mere delivery or performance does not substitute for express acceptance by State.Where inspection, testing,or other acceptance assessment of Materials or Services cannot be done until after installation,the forgoing warranty will not begin until State's acceptance. 7.2 Contractor Contractor warrants that its personnel will perform their duties under the Contract in a Personnel professional manner,applying the requisite skills and knowledge,consistent with industry standards,and in accordance with the requirements of the Contract.Contractor further warrants that its key personnel will maintain any certifications relevant to their work,and Contractor shall provide individual evidence of certification to State's authorized representatives upon request. 7.3 Intellectual Contractor warrants that the Materials and Services do not and will not infringe or violate any Property patent,trademark,copyright,trade secret,or other intellectual property rights or laws,except only to the extent the Specifications do not permit use of any other product and Contractor is not and cannot reasonably be expected to be aware of the infringement or violation. 7.4 Licenses and Permits Contractor warrants that it will maintain all licenses required under paragraph 3.7[Contractor Licenses]and all required permits valid and in force. 7.5 Operational Contractor warrants that it will perform without relief notwithstanding being sold or acquired; Continuity no such event will operate to mitigate or alter any of Contractor's duties hereunder absent a consented delegation under paragraph 5.3[Assignment and Delegation]that expressly recognizes the event. 7.6 Performance in Public Contractor warrants that it will: Health Emergency 1. have in effect promptly after commencement aplan for continuing p y performance in the event of a declared public health emergency that addresses,at a minimum:(a) identification of response personnel by name;(b)key succession and performance responses in the event of sudden and significant decrease in workforce;and (c)alternative avenues to keep sufficient product on hand or in the supply chain;and 2. provide a copy of its current plan to State within 3(three)business days after State's written request.If Contractor claims relief under paragraph 6.5[Force Majeure]for an occurrence of force majeure that is a declared public health emergency,then that relief will be conditioned on Contractor having first implemented its plan and exhausted all reasonable opportunity for that plan implementation to overcome the effects of that occurrence,or mitigate those effects to the extent that overcoming entirely is not practicable. PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-•2017) Page 27 of 46 Available online at : P r_ o_..c_ u r e . A--Z._ R a_!v....._. 'OE Sp. Request for Proposal Arizona Department of Administration Solicitation No. State Procurement Office < ,; ,� ADSP017-00007302 100 N 15th Ave.,Suite 402 °t it Description: Phoenix,Az85007 1912 AV Equipment and Services For clarification of intent,being obliged to implement the plan is not of itself an occurrence of force majeure,and Contractor will not be entitled to any additional compensation or extension of time by virtue of having to implement it.Furthermore,failure to have or implement an appropriate plan will be a material breach of contract. 7.7 Lobbying 7.7.1 PROHIBITION. (a)Contractor warrants that: i. it will not engage in lobbying activities,as defined in 40 CFR part 34 and A.R.S.§41-1231,et seq.,using monies awarded under the Contract, provided that,the foregoing does not intend to constrain Contractor's use of its own monies or property,including without limitation any net proceeds duly realized under the Contract or any value thereafter derived from those proceeds;and ii. upon award of the Contract,it will disclose all lobbying activities to State to the extent they are an actual or potential conflict of interest or where such activities could create an appearance of impropriety. (b)Contractor shall implement and maintain adequate controls to assure compliance with(a)above. (c) Contractor shall obtain an equivalent warranty from all Subcontractors and shall include an equivalent no-lobbying provision in all Subcontracts. 7.7.2 EXCEPTION.This paragraph does not apply to the extent that the Services are defined in the Contract as being lobbying for State's benefit or on State's behalf. 7.8 Survival of All representations and warranties made by Contractor under the Contract will survive the Warranties expiration or earlier termination of the Contract. 8.0 State's Contractual Remedies No modifications to uniform terms and conditions section 9,0 Contract Termination No modifications to uniform terms and conditions section 110.0 Contract Claims 10.1 Claim Notwithstanding any law to the contrary,all contract claims or controversies under the Contract Resolution are to be resolved according to Arizona Revised Statutes Title 41,Chapter 23,Article 9,and rules adopted thereunder,including judicial review under A.R.S.§12-1518. 10.2 Mandatory In compliance with A.R.S.§12-1518,the parties agree to comply in a judicial review proceeding Arbitration with any applicable,mandatory arbitration requirements. 1 11.0 General Provisions for Products 11.1 Applicability Article 11 applies to the extent the Work is or includes Materials. 11.2 Off-Contract Contractor shall ensure that the design and/or procedures for the Materials ordering method Materials prevents Orders for off-contract items or excluded items.Notwithstanding that State might have its own internal administrative rules regarding off-contract or excluded item ordering,and endeavors to prevent such orders from occurring,Contractor is responsible for not accepting any such Orders;State may,at its discretion,return any such items under subparagraph 11.17 or cancel any such Order under subparagraph 11.18,in either case being without obligation and at Contractor's expense.As used above,"off-contract item"refers to any product not included in PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 28 of 46 A 'v a i i , i e online a t : P r o c u r e A Z ? v • Request for Proposal Arizona Department of Administration w.sni s. Solicitation No. State Procurement Office �j � ' N ADSPO17-00007302 100 N 15th Ave.,Suite 402 1 Description: Phoenix,AZ85007 1912 * AV Equipment and Services the scope of the Contract and for which no price or compensation has been established contractually,and"excluded item"refers to any product expressly stated in the Contract as being excluded from the Contract. 11.3 Compensation for Contractor shall have clear,published policies in place regarding late delivery,order cancelation, Late Deliveries discounts,or rebates given to compensate for late deliveries,etc.,and make them readily available to those Eligible Agencies,and Co-Op Buyers if applicable,that are likely to need them. 11.4 Indicate Shipping Contractor shall identify and provide the required substantiating documentation for the amount Costs on Order it intends to add for shipping in the Order acknowledgment if shipping is additional to the contracted price or rate for an item;otherwise,Contractor shall indicate that shipping is included in the Order price(in other words,every Order must indicate clearly whether or not shipping is included in the Order price,and if not included,how much is to be added and why that amount is the correct or appropriate one). 11.5 Current Products Contractor shall keep all products being offered under the Contract:(a)in current and ongoing production;(b)in its advertised product lines;(c)as models or types that are actively functioning in other paying customer environments;and(d)in conformance to the requirements of the Contract. 11.6 Maintain Contractor shall provide at all times the comprehensive selection of products for which a price is Comprehensive established in the Commercial Document for ordering by Eligible Agencies,and Co-Op Buyers if Selection applicable. 11.7 Additional State,at its discretion,may modify the scope of the Contract by Contract Amendment to include Products additional products or product categories so long as they are within the general scope of the ones originally covered by the Contract.Once the Contract Amendment has been fully executed, Contractor shall then update all applicable catalogs and price lists and make them available to all affected entities at no additional cost.Either party may make the request to add products to the Contract;regardless of who makes the request,the parties shall negotiate in good faith a fair price for any additional products,but State may elect not to add some or all of the products in question if no agreement is reached on pricing in a timely manner.Contractor's request or proposal in response to State's request must include:(a)documentation demonstrating that the additional products meet or exceed the specifications for the original products while remaining in the same product groups as the original ones;and(b)documentation demonstrating that the proposed price for the additional products is both fair and reasonable and at the same level of discount relative to market price as were the original ones.Demonstration of(b)typically requires showing how prices at which sales are currently or were last made to a significant number of buyers compare to the prices or discounts(as applicable)being proposed for the additional products. 11.8 Discontinued If a product or groups of products covered by the Contract are discontinued by the Products manufacturer,Contractor shall notify State within 5(five)business days after receiving the manufacturer's notification.State,at its discretion,will either allow Contractor to provide substitutes for the discontinued products or delete the products from the scope of the Contract, both of which will be accomplished by Contract Amendment.Contractor shall then update all applicable catalogs and price lists and make them available to all affected entities at no additional cost.The parties shall negotiate in good faith a fair price for any substitute product, but State may elect to delete the products from the scope of the Contract if no agreement is reached on substitute pricing in a timely manner.When notifying State of the discontinuance, Contractor shall provide:(a)manufacturer's announcement or documentation stating that the products have been discontinued,with identification by model/part number;(b)documentation demonstrating that the substitute products meet or exceed the specifications for the discontinued products while remaining in the same product groups as were the discontinued ones;and(c)documentation demonstrating that the proposed price for the substitute products is both fair and reasonable and at the same level of discount relative to market price as were the discontinued ones(with demonstration being as described in subparagraph 11.7). 11.9 Forced Substitutions Forced substitutions will not be permitted;Contractor shall obtain State's prior written consent before making any discretionary substitution for any product covered by the Contract. PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions 2.Template version 2.0(01•.•FEB•••2017) Page 29 of 46 rA v a i i a b l e o n i n e a t : P r o c u r e__ . A Z a v * "i Request for Proposal J jr, Arizona Department of Administration Solicitation No. State Procurement Office ADSP017-00007302 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ85007 *19►2 * AV Equipment and Services 11.10 Recalls In the event of a recall notice,technical service bulletin,or other important notification affecting a product offered under the Contract(collectively,"recalls"hereinafter),Contractor shall send timely notice to State for each applicable Order referencing the affected Order and product. Notwithstanding whatever protection Contractor might have under A.R.S.§12-684 with respect to a manufacturer,Contractor shall handle recalls entirely and without obligation on State's part, other than to permit removal of installed products,retrieval of stored products,etc.,as necessary to implement the recall. 11.11 Delivery 11.11.1 PRICING.Unless stated otherwise in the Commercial Document,all Materials prices set forth therein are FCA(seller's dock)Incoterms®2010,with"seller's dock"meaning the last place of manufacturing,assembly,integration,final packing,or warehousing before departure to designated point of delivery to State.For reference,the foregoing is to be construed as equivalent to"F.O.B.Origin,Contractor's Facility"under FAR 52.247-30. 11.11.2 LIABILITY.Unless stated otherwise in the Commercial Document or an Order, Contractor's liability for all Materials is DDP(State-designated receiving point per Order) Incoterms62010,but with unloading at destination included.For reference,the foregoing is to be construed as equivalent to"F.O.B.Destination,Within Consignee's Premises"under FAR 52.247- 35. 11.11.3 PAYMENT.Unless stated otherwise in the Commercial Document or an Order,State shall reimburse Contractor the costs of the difference between DDP(State-designated receiving point per Order)and FCA(seller's dock)with no mark-up,which Contractor shall itemize and invoice separately. 11.12 Delivery Time Unless stated otherwise in the Commercial Document generally or in the applicable Order particularly,Contractor shall make delivery within 2(two)business days after receiving each Order. 11.13 Delivery Locations Contractor shall offer deliveries to every location served under the scope of the Contract, specifically: 1. if the Contract is for a single State agency in a single area,then Contractor shall deliver to any agency location in that area; 2. if the Contract is for a single State agency in all its locations,then Contractor shall deliver to any of that agency's location in Arizona; 3. if the Contract is for statewide use but excludes certain areas,then Contractor shall deliver to any Eligible Agency or Co-Op Buyer location that is not in the excluded areas;and 4. if the Contract is for unrestricted statewide use,then: (a)Contractor shall deliver to any Eligible Agency or Co-Op Buyer anywhere in Arizona; (b)if a prospective Co-Op Buyer outside Arizona wishes to order against the Contract,Contractor agrees to negotiate in good faith any fair and reasonable price or lead time adjustments necessary to serve that location if practicable to do so within the scope of its normal business;and (c)if the Commercial Document indicates defined delivery areas and prices,those always apply unless the Order expressly states otherwise and Contractor accepts it. 11.14 Conditions at Delivery Contractor shall verify receiving hours and conditions(i.e.height/weight restrictions,access Location control,etc.)with the relevant purchaser for the receiving site before scheduling or making a delivery.State will neither allow extra charges for wait time,comebacks,or the like nor excuse late delivery if Contractor has failed to make the verification or comply with the applicable conditions.Contractor shall make each delivery to the specific location indicated in the Order, which Contractor acknowledges might be inside an industrial building,institutional building,low- rise office building,or high-rise office building instead of a normal receiving dock.Contractor might be required to make deliveries to locations inside a secured perimeter at certain PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-PEB-2017) Page 30 of 46 „Ayt v n 1 P r o C...._u.._..r e ... .A....._22........g. 0 v.... K"E sti Request for Proposal i41111111k Solicitation No. Arizona Department of Administration K Y � State Procurement Office R.=' ADSP017-00007302 100 N 15th Ave.,Suite 402 g Description: Phoenix,AZ85007 *1912 * AV Equipment and Services institutional facilities such as prisons where prior clearances are required for each delivery and driver individually.Contractor shall contact each such facility directly to confirm its most-current security clearance procedures,allowable hours for deliveries,visitor dress code,and other applicable rules.State will neither allow extra charges for wait time,comebacks,or the like nor excuse late delivery if Contractor has failed to make the confirmation or comply with the applicable conditions. 11.15 Materials Acceptance State has the right to make acceptance of Materials subject to a complete inspection on delivery and installation,if installation is Contractor's responsibility.State may apply as acceptance criteria conformity to the Contract,workmanship and quality,correctness of constituent materials,and any other matter for which the Contract or applicable laws state a requirement, whether stated directly or by reference to another document,standard,reference specification, etc.Contractor shall remove any rejected Materials from the delivery location,or from any immediate environs to which it might have been reasonably necessary to move it,carry it off the delivery premises,and subsequently deliver an equal number or quantity of conforming items. State will not owe Contractor any payment for rejected Materials,and State may,at its discretion,withhold or make partial payment for any rejected Materials that have been returned to Contractor in those instances where State has agreed to permit repair instead of demanding replacement. 11.16 Correcting Defects Contractor shall,at no additional cost and without entitlement to extension of any delivery deadline or specified time for performance,remove or exchange and replace any defective or non-conforming delivered or installed Materials. 1. Contractor shall be solely responsible for the cost of any associated cutting and patching,temporary protection measures,packing and crating,hoisting and loading,transportation,unpacking,inspection,repacking,reshipping,and reinstallation if installation is within the scope of the Contract. 2. If Contractor fails to do so in a timely manner,State will be entitled to exercise its remedies under paragraph 8.5[Right of Offset]of the Uniform Terms and Conditions. 3. Whether State will permit Contractor to repair in place or demands that Contractor remove and replace is at State's discretion in each instance,provided that,State shall not apply that discretion punitively if repair in place is practicable and doing so would not create safety hazards,put property at risk,unreasonably interfere with ' operations,create public nuisance,or give rise to any other reasonable concern on State's part. 11.17 Returns State may,at its discretion,return for full credit and with no restocking charges any delivered Materials unused in the original packaging,including any instruction manuals or other incidental item that accompanied the original shipment,within 30(thirty)days after receipt.If State elects to return delivered Materials,then State shall pay all freight,delivery,and transit insurance costs to return the products to the place from which Contractor shipped them,provided that,if State returns delivered Materials because they are defective or non-conforming or for any other reason having to do with Contractor fault or error,then State will not be responsible for paying freight,delivery,or transit insurance costs to return the products and may,at its discretion, either have those billed directly to Contractor or offset them under paragraph 8.5[Right of Offset]of the Uniform Terms and Conditions. 11.18 Order Cancellation State may cancel Orders within a reasonable period after issuance and at its discretion.The same method as that used for ordering will be used for cancellation.If State cancels an Order,then State shall: 1. pay Contractor for any portion of the Materials and Services from that Order that have been properly delivered or performed as of the cancellation effective date plus 1(one)additional business day; 2. reimburse Contractor for: PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 31 of 46 2 A v a i i a b l e online at : P._. r o_c_uj e___. A Z-_-_._B____o_ v..... 's"Efi Request for Proposal „r Arizona Department of Administration rrs + v, y Solicitation No. w State Procurement Office � ; fin ADSP017-00007302 100 N 15th Ave.,Suite 402 °t 071'. Description: Phoenix,AZ85007 */912 * AV Equipment and Services (a)its actual,documented costs incurred in fulfilling the Order up to the cancellation effective date plus 1(one)additional business day;and (b)the cost of any obligations it incurred as of the cancellation effective date plus 1(one)additional business day that demonstrably cannot be canceled,or that have pre-established cancelation penalties specified in the relevant Subcontracts,to the extent the penalties are reasonable and customary for the work in question;and 3. Contractor shall not charge or be entitled to charge State for any new costs it incurs after receiving the cancelation notice plus 1(one)business day or for any lost profits or opportunity. By way of reminder,State is not liable for any products that were produced,shipped,or delivered or any services that were performed before Contractor had acknowledged the corresponding Order. 11.19 Product Safety Materials as-shipped must comply with applicable safety regulations and standards.Unless expressly stated otherwise in the Scope of Work,State is not responsible for making any Materials safe or compliant following acceptance and is relying exclusively on Contractor to deliver only products that are already safe and compliant. 11.20 Hazardous Materials Contractor shall timely provide State with any"Safety Data Sheets"(SDS)and any other hazard communication documentation required under the US Department of Labor's Occupational Safety and Health Administration(OSHA)"Hazard Communication Standard"(often referred to as the"HazCom 2012 Final Rule")that is reasonably necessary for State to comply with regulations when it or its other contractors install,handle,operate,repair,maintain or remove any Materials.Note that,in the past,those documents might have been referred to as"Material Safety Data Sheets"or"Product Safety Data Sheets",but State(and this Contract)use only the more up-to-date"SDS"reference.Contractor shall ensure that all its relevant personnel understand the nature of and hazards associated with,to the extent it they are Contractor's responsibility under the Contract,the design,shipping,handling,delivery,installation,repair and maintenance of any portion of the Work that is,contains or will become upon use a hazardous material,with"hazardous material"being any material or substance that is:(1)identified now or in the future as being hazardous,toxic or dangerous under applicable laws;or(2)subject to statutory or regulatory requirement governing special handling,disposal or cleanup. `12.° General Provisions for Services 12.1 Applicability Article 12 applies to the extent the Work is or includes Services. 12.2 Comprehensive Contractor shall provide the comprehensive range of services for which a price is established in Services Offering the Pricing Document for ordering by Eligible Agencies,and Co-Op Buyers if co-op buying applies. 12.3 Additional Services State at its discretion may modify the scope of the Contract by Contract Amendment to include additional services or service categories that are within the general scope of the ones originally covered by the Contract if it determines that doing so is in its best interest.Once the Contract Amendment is fully executed,Contractor shall then update all applicable price lists and make them available to all affected entities at no additional cost.Either party may make the request to add services to the Contract;regardless of who makes the request,the parties shall negotiate in good faith a fair price for any additional services,but State may elect not to add some or all of the services in question if no agreement is reached on pricing in a timely manner.Contractor's request or proposal in response to State's request must include documentation demonstrating that the proposed price for the additional services is both fair and reasonable and comparable to the original ones. PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB 2017) Page 32 of 46 A v , i e on I .. e is t : P r o c u r e A Z u_ v gttE Request for Proposal Arizona Department of Administration Solicitation No. State Procurement OfFice ,;• ,QN ADSP017-00007302 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ85007 4922 ` AV Equipment and Services 12.4 Off-Contract Services Contractor shall ensure that the design and/or procedures for the Services ordering method prevents Orders for off-contract or excluded services.Notwithstanding that State might have its own internal administrative rules regarding off contract or excluded service ordering,and endeavors to prevent such orders from occurring,Contractor is responsible for not accepting any such Orders.State may,at its discretion,cancel any such Order without obligation.As used above,"off-contract service"refers to any service not included in the scope of the Contract and for which no price or compensation has been established contractually,and"excluded service" refers to any service expressly excluded from the scope of the Contract. 12.5 Removal of Personnel Notwithstanding that Contractor is in every circumstance responsible for hiring,assigning, directing,managing,training,disciplining,and rewarding its personnel,State may at its discretion and without the obligation to demonstrate cause instruct Contractor to remove any of its personnel from State's facilities or from further assignment under the Contract.In such cases, Contractor shall promptly replace them with other personnel having equivalent qualifications, experience,and capabilities. 12.6 Transitions During commencement,Contractor shall attend transition meetings with any outgoing vendors to coordinate and ease the transition so that the effect on State's operations is kept to a minimum.State may elect to have outgoing vendors complete some or all of their work or orders in progress to ease the transition as is safest and most efficient in each instance,even if that scope is covered under the Contract.Conversely,State anticipates having a continued need for the same materials and services upon expiration or earlier termination of the Contract. Accordingly,Contractor shall work closely with any new(incoming)vendor and State to ensure as smooth and complete a transfer as is practicable.State's representative shall coordinate all transition activities and facilitate joint development of a comprehensive transition plan by both Contractor and the incoming vendor.As with the incoming transition.State may permit Contractor(outgoing)to complete work or orders in progress to ease the transition as is safest and most efficient in each instance. 12.7 Accuracy of Work Contractor is responsible for the accuracy of the Services,and shall promptly make all necessary revisions or corrections resulting from errors and omissions on its part without additional compensation.Acceptance by State will not relieve Contractor of responsibility for correction of any errors discovered subsequently or necessary clarification of any ambiguities. 12.8 Requirements at Contractor personnel shall perform their assigned portions of the Services at the specific location Services Location indicated in the Order(if applicable).Contractor acknowledges that the location might be inside an industrial building,institutional building,or one of various office types and classes. Additionally,if performing the Services requires Contractor personnel to work inside a secured perimeter at certain institutional facilities such as prisons where prior clearances are required, Contractor shall contact the facility directly to confirm its most-current security clearance procedures,allowable hours for work,visitor dress code,and other applicable rules.State will neither allow extra charges for wait time,comebacks,or the like nor excuse late performance if Contractor has failed to make the confirmation or comply with the applicable conditions. 12.9 Services Acceptance State has the right to make acceptance of Services subject to acceptance criteria.State may apply as acceptance criteria conformity to the Contract,accuracy,completeness,or other indicators of quality or other matter for which the Contract or law states a requirement, whether stated directly or by reference to another document,standard,reference specification, etc.State will not owe Contractor any payment for un-accepted Services;and State may,at its discretion,withhold or make partial payment for any rejected Services if Contractor is still in the process of re-performing or otherwise curing the grounds for State's rejection. 12.10 Corrective Action Notwithstanding any other guarantees,general warranties,or particular warranties Contractor Required has given under the Contract,if Contractor fails to perform any material portion of the Services, including failing to complete any contractual deliverable,or if its performance fails to meet PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01 FEB 2017) Page 33 of 46 Available o n e t P r a ±_3?!' e_ • A__Z_._..,.b o v..... K"E 34, Request for Proposal �+� Arizona Department of Administration w`` �r:G._�r•:=.tom 74 Solicitation No. State Procurement Officeit ,; $ ADSP017-00007302 100 N 15th Ave.,Suite 402 Y � Description: Phoenix,AZ85007 >w 19E2 AV Equipment and Services agreed-upon service levels or service standards set out in or referred to in the Contract,then Contractor shall perform a root-cause analysis to identify the source of the failure and use all commercially reasonable efforts to correct the failure and meet the Contract requirements as promptly as is practicable. 1. Contractor shall provide to State a report detailing the identified cause and setting out its detailed corrective action plan promptly after the date the failure occurred(or the date when the failure first became apparent,if it was not apparent immediately after occurrence). 2. State may demand to review and approve Contractor's analysis and plans,and Contractor shall make any corrections State instructs and adopt State's recommendations so far as is commercially practicable,provided that State may insist on any measures it determines within reason to be necessary for safety or protecting property and the environment. 3. Contractor shall take the necessary action to avoid any like failure in the future,if doing so is appropriate and practicable under the circumstances. 13.0 Data and Information Handling 13.1 Applicability Article 13 applies to the extent the Work includes handling of any(1)State's proprietary and sensitive data or(2)confidential or access-restricted information obtained from State or from others at State's behest. 13.2 Data Protection and Contractor warrants that it will establish and maintain procedures and controls acceptable to Confidentiality State for ensuring that State's proprietary and sensitive data is protected from unauthorized of Information access and information obtained from State or others in performance of its contractual duties is not mishandled,misused,or inappropriately released or disclosed.For purposes of this paragraph,all data created by Contractor in any way related to the Contract,provided to Contractor by State,or prepared by others for State are proprietary to State,and all information by those same avenues is State's confidential information.To comply with the foregoing warrant: 1. Contractor shall:(a)notify State immediately of any unauthorized access or inappropriate disclosures,whether stemming from an external security breach,internal breach,system failure,or procedural lapse;(b)cooperate with State to identify the source or cause of and respond to each unauthorized access or inappropriate disclosure;and(c)notify State promptly of any security threat that could result in unauthorized access or inappropriate disclosures;and 2. Contractor shall not:(a)release any such data or allow it to be released or divulge any such information to anyone other than its employees or officers as needed for each person's individual performance of his or her duties under the Contract,unless State has agreed otherwise in advance and in writing;or(b)respond to any requests it receives from a third party for such data or information,and instead route all such requests to State's designated representative. 13.3 Personally Identifiable Without limiting the generality of paragraph 13.2,Contractor warrants that it will protect any Information. personally identifiable information("PII")belonging to State's employees'or other contractors or members of the general public that it receives from State or otherwise acquires in its performance under the Contract. For purposes of this paragraph: 1. PII has the meaning given in the[federal]Office of Management and Budget(OMB) Memorandum M-07-16 Safeguarding Against and Responding to the Breach of Personally Identifiable Information;and 2. "protect"means taking measures to safeguard personally identifiable information and prevent its breach that are functionally equivalent to those called for in that OMB memorandum and elaborated on in the[federal]General Services Administration(GSA) PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 34 of 46 A v a i a ble P l o a t : P r o c u r e A Z o v Request for Proposal Arizona Department of Administration Solicitation No. State Procurement Office •. rye, N ADSP017-00007302 100 N 15th Ave.,Suite 402 ` Description: Phoenix,AZ 85007 1912 �` AV Equipment and Services Directive CIO P 2180.1 GSA Rules of Behavior for Handling Personally Identifiable Information. NOTE(1):For convenience of reference only,the OMB memorandum is available at: https://www.whitehouse.qov/sitesldefault/files/om b/memoranda/fy2007/m07-16.pdf NOTE(2):For convenience of reference only,the GSA directive is available at: http:/iwww.qsa.qov/portal/directive/d0/content/658222 13.4 Protected Health Contractor warrants that,to the extent performance under the Contract involves individually Information identifiable health information(referred to hereinafter as protected health information("PHI") and electronic PHI("ePHI")as defined in the Privacy Rule referred to below),it: 1. is familiar with and will comply with the applicable aspects of the following collective regulatory requirements regarding patient information privacy protection:(a)the "Privacy Rule"in CFR 45 Part 160 and Part 164 pursuant to the Health Insurance Portability and Accountability Act("HIPAA")of 1996;(b)Arizona laws,rules,and regulations applicable to PHI/ePHI that are not preempted by CFR 45-160(B)or the Employee Retirement Income Security Act of 1974("ERISA")as amended;and(c) State's current and published PHI/ePHI privacy and security policies and procedures; 2. will cooperate with State in the course of performing under the Contract so that both State and Contractor stay in compliance with the requirements in(1)above;and 3. will sign any documents that are reasonably necessary to keep both State and Contractor in compliance with the requirements in(1)above,in particular"Business Associate Agreements"in accordance with the Privacy Rule. NOTE:For convenience of reference only,the Privacy Rule is available at: http://www.hhs.gov/hipaa/for-professionals/privacy/index.html Information Technology Work 14.1 Applicability Article 14 applies to any Invitation for Bids,Request for Proposals,or Request for Quotations for "Information Technology,"as defined In A.R.S.§41-3501(6)6:"...computerized and auxiliary automated information processing,telecommunications and related technology,including hardware,software,vendor support and related services,equipment and projects"if and to the extent that the Work is or includes Information Technology. 14.2 Background Checks Each of Contractor's personnel who is an applicant for an information technology pp position must undergo the security clearance and background check procedure,which includes fingerprinting, as required by A.R.S§41-710.Contractor shall obtain and pay for the security clearance and background check.Contractor personnel who will have administrator privileges on a State network must additionally provide identify and address verification and undergo State-specified training for unescorted access,confidentiality,privacy,and data security. 14.3 Information Access 14.3.1 SYSTEM MEASURES.Contractor shall employ appropriate system management and maintenance,fraud prevention and detection,and encryption application and tools to any systems or networks containing or transmitting State's proprietary data or confidential information. 14.3.2 INDIVIDUAL MEASURES.Contractor personnel shall comply with applicable State policies and procedures regarding data access,privacy,and security,including prohibitions on remote access and obtaining and maintaining access IDs and passwords. Contractor is responsible to State for ensuring that any State access IDs and passwords are used only by the person to whom they were issued.Contractor shall ensure that personnel are only provided the minimum only such level of access necessary to perform his or duties.Contractor shall on request provide a current register of the PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-•FEB-•2017) Page 35 of 46 Available . online at : P r o c--u- r e_.--_aZ... .._g o v.... K"E Request for Proposal i Arizona Department of Administration w aClf•_c��, 74 rr ■,<x > Solicitation No. State Procurement Office , ADSP017-00007302 100 N i5th Ave.,Suite 402 Description: Phoenix,AZ85007 1912 ` " AV Equipment and Services access IDs and passwords and corresponding access levels currently assigned to its personnel. 14.3.3 ACCESS CONTROL.Contractor is responsible to State for ensuring that hardware, software,data,information,and that has been provided by State or belongs to or is in the custody of State and is accessed or accessible by Contractor personnel is only used in connection with carrying out the Work,and is never commercially exploited in any manner whatsoever not expressly permitted under the Contract.State may restrict access by Contractor personnel,or instruct Contractor to restrict access their access,if in its determination the requirements of this subparagraph are not being met. 14.4 Pass-Through 14.4.1 INDEMNITY FROM THIRD PARTY.For computer hardware or software included in the Indemnity Work as discrete units that were manufactured or developed solely by a third party, Contractor may satisfy its indemnification obligations under the Contract by,to the extent permissible by law,passing through to State such indemnity as it receives from the third-party source(each a"Pass-Through Indemnity")and cooperating with State in enforcing that indemnity.If the third party fails to honor its Pass-Through Indemnity,or if a Pass-Through Indemnity is insufficient to indemnify State Indemnitees to the extent and degree Contractor is required to do by the Uniform Terms and Conditions,then Contractor shall indemnify,defend and hold harmless State Indemnitees to the extent the Pass-Through Indemnity does not. 14.4.2 NOTIFY OF CLAIMS.State shall notify Contractor promptly of any claim to which a Pass- Through Indemnity might apply.Contractor,with reasonable consultation from State, shall control of the defense of any action on any claim to which a Pass-Through Indemnity applies,including negotiations for settlement or compromise,provided that: (a) State reserves the right to elect to participate in the action at its own expense; (b) State reserves the right to approve or reject any settlement or compromise on reasonable grounds and if done so timely;and (c) State shall in any case cooperate in the defense and any related settlement negotiations. 14.5 Systems and Controls In consideration for State having agreed to permit Pass-Through Indemnities in lieu of direct indemnity,Contractor agrees to establish and keep in place systems and controls appropriate to ensure that State funds under this Contract are not knowingly used for the acquisition, operation,or maintenance of Materials or Services in violation of intellectual property laws or a third party's intellectual property rights. 14.6 Redress of 14.6.1 REPLACE,LICENSE,OR MODIFY.If Contractor becomes aware that any Materials or Infringement. Services infringe,or are likely to be infringing on,any third party's intellectual property rights,then Contractor shall at its sole cost and expense and in consultation with State either: (a) replace any infringing items with non-infringing ones; (b) obtain for State the right to continue using the infringing items;or (c) modify the infringing item so that they become non-infringing,so long as they continue to function as specified following the modification. 14.6.2 CANCELLATION OPTION.In every case under 14.6.1,if none of those options can reasonably be accomplished,or if the continued use of the infringing items is impracticable,State may cancel the relevant Order or terminate the Contract and Contractor shall take back the infringing items.If State does cancel the Order or terminate the Contract,Contractor shall refund to State: (a) for any software created for State under the Contract,the amount State paid to Contactor for creating it; PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 36 of 46 v .. online 8 i 4 G �. r Q C � I' e . ___..____________ Request for Proposal - Arizona Department of Administration ■ ear,$n > Solicitation No. 8 State Procurement Office a ADSP017-00007302 100 N 15th Ave.,Suite 402 Description: Phoenix,Az 85007 *i912 4." AV Equipment and Services (b) for all other Materials,the net book value of the product provided according to generally accepted accounting principles;and (c) for Services,the amount paid by State or an amount equal to 12(twelve)months of charges,whichever is less. 14.6.3. EXCEPTIONS.Contractor will not be liable for any claim of infringement based solely on any of the following by a State Indemnitee: (a) modification or use of Materials other than as contemplated by the Contract or expressly authorized or proposed by a Contractor Indemnitor; (b) operation of Materials with any operating software other than that supplied by Contractor or authorized or proposed by a Contractor Indemnitor;or (c) combination or use with other products in a manner not contemplated by the Contract or expressly authorized or proposed by a Contractor Indemnitor. 14.7 First Party Liability 14.7.1 LIMIT.Subject to the provisos that follow below and unless stated otherwise in the Limitation Special Terms and Conditions,State's and Contractor's respective first party liability arising from or related to the Contract is limited to the greater of$1,000,000(one million dollars)or 3(three)times the purchase price of the specific Materials or Services giving rise to the claim. 14.7.2 PROVISOS.This paragraph 14.7 limits liability for first party direct,indirect,incidental, special,punitive,and consequential damages relating to the Work regardless of the legal theory under which the liability is asserted.This paragraph 14.7 does not limit liability arising from any: (a) Indemnified Claim against which Contractor has indemnified State Indemnitees under paragraph 6.3; (b) claim against which Contractor has indemnified State Indemnitees under paragraph 6.4;or (c) provision of the Contract calling for liquidated damages or specifying amounts or percentages as being at-risk or subject to deduction for performance deficiencies. 14.7.2 PURCHASE PRICE DETERMINATION.If the Contract is for a single-agency and a single Order(or if no Order applies),then"purchase price"in Subparagraph 14.7.1 above means the aggregate Contract price current at the time of Contract expiration or earlier termination,including all change orders or other forms of Contract Amendment having an effect on the aggregate price through that date.In all other cases,"purchase price" above means the total price of the Order for the specific equipment,software,or services giving rise to the claim,and therefore a separate limit will apply to each Order. 14.7.3 NO EFFECT ON INSURANCE.This paragraph does not modify the required coverage limits,terms,and conditions of,or any insured's ability to claim against,any insurance that Contractor is required by the Contract to provide,and Contractor shall obtain express endorsements that it does not. 14.8 Information 14.8.1 SPECIFIED DESIGN.Where the Scope of Work for information technology Work provides Technology Warranty a detailed design specification or sets out specific performance requirements, Contractor warrants that the Work will provide all functionality material to the intended use stated in the Contract,provided that,the foregoing warranty does not extend to any portions of the Materials that are: (a) modified or altered by anyone not authorized by Contractor to do so; (b) maintained in a way inconsistent to any applicable manufacturer recommendations;or (c) operated in a manner not within its intended use or environment. PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(01-FEB-2017) Page 37 of 46 A v a i l a b l e o n I rl e a t : P..___r'.._o__cu r e . A Z . g_._o v....... ,IttE Request for Proposal '".-► Arizona Department of Administration .ite ■:tra•.cr�Qn 4 Solicitation No. State Procurement Office • H ADSP017-00007302 d 100 N 15th Ave.,Suite 402 - I Description: Phoenix,AZ85007 *1912 * ' AV Equipment and Services 14.8.2 COTS SOFTWARE.With respect to Materials provided under the Contract that are commercial-off-the-shelf(COTS)software,Contractor warrants that: (a) to the extent possible,it will test the software before delivery using commercially available virus detection software conforming to current industry standards; (b) the COTS software will,to the best of its knowledge,at the time of delivery be free of viruses,backdoors,worms,spyware,malware,and other malicious code that could hamper performance,collect unlawfully any personally identifiable information,or prevent products from performing as required by the Contract; and (c) it will provide a new or clean install of any COTS software that State has reason to believes contains harmful code. 14.8.3 PAYMENT HAS NO EFFECT.The warranties in this paragraph are not affected by State's inspection,testing,or payment. 14.9 Specific Remedies Unless expressly stated otherwise elsewhere in the Contract,State's remedy for breach of warranty under paragraph 14.8 includes,at State's discretion,re-performance,repair, replacement,or refund of any amounts paid by State for the nonconforming Work,plus(in every case)Contractor's payment of State's additional,documented,and reasonable costs to procure materials or services equivalent in function,capability,and performance at that first called for. For clarification of intent,the foregoing obligations are limited by the limitation of liability in paragraph 14.7.If none of the forgoing options can reasonably be effected,or if the use of the materials by State is made impractical by the nonconformance,then State may seek any remedy available to it under law. 14.10 Section 508 Unless specifically authorized in the Contract,any electronic or information technology offered Compliance to the State of Arizona under this Contract shall comply with A.R.S.§18-131 and§18-132 and Section 508 of the Rehabilitation Act of 1973,which requires that employees and members of the public shall have access to and use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities. 14.11 Cloud Applications The following are required for Contractor of any"cloud"solution that hosts State data outside of the State's network,or transmits and/or receives State data. 1. Submit a completed Arizona Baseline Infrastructure Security Controls assessment spreadsheet as found at:https://aset.az.Rov/resources/policies-standards-and- procedures,and mitigate or install compensating controls for any issues of concern identified by State.Contractor is required to provide any requested documentation supporting the review of the assessment.The assessment shall be re-validated on a minimum annual basis. 2. State reserves the right to conduct Penetration tests or hire a third party to conduct penetration tests of the Contractor's application.Contractor will be alerted in advance and arrangements made for an agreeable time.Contractor shall respond to all serious flaws discovered by providing an acceptable timeframe to resolve the issue and/or implement a compensating control. 3. Contractor must submit copy of system logs from cloud system to State of AZ security team on a regular basis to be added to the State SIEM(Security Information Event Monitor)or IDS(Intrusion Detection System). Contractor must employ a government-rated cloud compartment to better protect sensitive or regulated State data. End of Section 2-B PART 2 of the Solicitation Documents SECTION 2-C:Special Terms and Conditions Template version 2.0(O1 FEB-2017) Page 38 of 46 A v: ,, i ig r; e P r o c u r e . A Z . . Request for Proposal �Y- Arizona Department of Administration � �z��a .�� �, toyx Solicitation No. State Procurement Office ADSPO17-00007302 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ 85007 *!9s AV Equipment and Services SECTION 2-D: Uniform Terms and Conditions Version:9(7/1/2013) 1.0 Definition of Terms As used in the Contract,the terms listed below are defined as follows: 1.1 Attachment "Attachment"means any item the solicitation requires the Offeror to submit as part of the Offer. 1.2 Contract "Contract "means the combination of the Solicitation,including the Uniform and Special Instructions to Offerors,the Uniform and Special Terms and Conditions,and the Specifications and Statement or Scope of Work;the Offer and any Best and Final Offers;and any Solicitation Amendments or Contract Amendments. 1.3 Contract "Contract Amendment"means a written document signed by the Procurement Officer that is Amendment issued for the purpose of making changes in the Contract. 1.4 Contractor "Contractor"means any Person who has a Contract with the State. 1.5 Days "Days"means calendar days unless otherwise specified. 1.6 Exhibit "Exhibit"means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation. 1.7 Gratuity "Gratuity"means a payment,loan,subscription,advance,deposit of money,services,or anything of more than nominal value,present or promised,unless consideration of substantially equal or greater value is received. 1.8 Materials "Materials"means all property,including equipment,supplies,printing,insurance and leases of property but does not include land,a permanent interest in land or real property or leasing space. 1.9 Procurement "Procurement Officer"means the person,or his or her designee,duly authorized by the State to Officer enter into and administer Contracts and make written determinations with respect to the Contract. 1.10 Services "Services"has the meaning given in A.R.S.§41-2503(35),which,for convenience of reference only,is"...the furnishing of labor,time,or effort by[the][C]ontractor or[S}ubcontractor which does not involve the delivery of a specific end product other than required reports and performance[but]does not include employment agreements or collective bargaining agreements."Services includes Building Work and the service aspects of software described in paragraph 1.8. 1.11 State "State"means the State of Arizona and Department or Agency of the State that executes the Contract. 1.12 State Fiscal Year "State Fiscal Year"means the period beginning with July 1 and ending June 30. 1.13 Subcontract "Subcontract"means any Contract,express or implied,between the Contractor and another party or between a subcontractor and another party delegating or assigning,in whole or in part, the making or furnishing of any material or any service required for the performance of the Contract. 2.0 Contract Interpretation 2.1 Arizona Law The Arizona law applies to this Contract including,where applicable,the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code,Arizona Revised PART 2 of the Solicitation Documents: SECTION 2-D: Uniform Terms and Conditions Version 9(01-JUL-2013) Page 39 of 46 Available online a t ° P r o c u r e A Z . g o v v"t$ Request for Proposal .�� Arizona Department of Administration 76 Solicitation No. State Procurement Office N, ADSP017-00007302 100 N 15th Ave.,Suite 402 vl Description: Phoenix,AZ85007 *1912 *, AV Equipment and Services Statutes(A.R.S.)Title 41,Chapter 23,and its implementing rules,Arizona Administrative Code (A.A.C.)Title 2,Chapter 7. 2.2 Implied Terms Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it. 2.3 Contract Order In the event of a conflict in the provisions of the Contract,as accepted by the State and as they of Precedence 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 The Contractor under this Contract is an independent Contractor.Neither party to this Contract Parties shall be deemed to be the employee or agent of the other party to the Contract. 2.5 Severability The provisions of this Contract are severable.Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract.. 2.6 No Parole Evidence This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding. 2.7 No Waiver Either party's failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it. ' 3.0 Contract Administration and Operation 3.1 Records Under A.R.S.§35-214 and§35-215,the Contractor shall retain and shall contractually require each subcontractor to retain all data and other"records"relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract.All records shall be subject to inspection and audit by the State at reasonable times.Upon request, the Contractor shall produce a legible copy of any or all such records. 3.2 Non-Discrimination The Contractor shall comply with State Executive Order No.2009-09 and all other applicable Federal and State laws,rules and regulations,including the Americans with Disabilities Act. 3.3 Audit Pursuant to ARS§35-214,at any time during the term of this Contract and five(5)years thereafter,the Contractor's or any subcontractor's books and records shall be subject to audit by the State and,where applicable,the Federal Government,to the extent that the books and records relate to the performance of the Contract or Subcontract. 3.4 Facilities Inspection The Contractor agrees to permit access to its facilities,subcontractor facilities and the and Materials Testing 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 noncompliance of the materials,the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection. PART 2 of the Solicitation Documents: SECTION 2-D: Uniform Terms and Conditions Version 9(01-JUG-2013) Page 40 of 46 ': •v a h l e 0 n i r, e • to : P___rp___.c____u___C._. ..........-___> Z . .g_t? Y IttE Request for Proposal rY Arizona Department of Administration Solicitation No. State Procurement Office n ADSP017-00007302 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ85007 *1A17 AV Equipment and Services 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, The Contractor shall not use,advertise or promote information for commercial benefit Publishing and concerning this Contract without the prior written approval of the Procurement Officer. Promotion of Contract 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 Any and all intellectual property,including but not limited to copyright,invention,trademark, Intellectual Property 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 The contractor shall comply with all federal,state and local immigration laws and regulations and Nationality Act relating to the immigration status of their employees during the term of the contract.Further, the contractor shall flow down this requirement to all subcontractors utilized during the term of the contract.The State shall retain the right to perform random audits of contractor and subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that the contractor and/or any subcontractors be found noncompliant,the State may pursue all remedies allowed by law,including,but not limited to; suspension of work,termination of the contract for default and suspension and/or debarment of the contractor. 3.10 E-Verify Requirements In accordance with A.R.S.§41-4401,Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S.§23-214,Subsection A. 3.11 Offshore Performance Any services that are described in the specifications or scope of work that directly serve the of Work Prohibited. 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. PART 2 of the Solicitation Documents: SECTION 2-D: Uniform Terms and Conditions Version 9(01-JUL-2013) Page 41 of 46 Available o n l n e a _ i P ..ro___c____u_..r e . A Z „g o v.._. •c�fi►� Request for Proposal '" Arizona Department of Administration Solicitation No. � State Procurement Office , _,N ADSP017-00007302 100 N 15th Ave.,Suite 402 IDescription: Phoenix,AZ85007 (912 * AV Equipment and Services 4.0 Costs and Payments 4.1 Payments Payments shall comply with the requirements of A.R.S.Titles 35 and 41,Net 30 days.Upon receipt and acceptance of goods or services,the Contractor shall submit a complete and accurate invoice for payment from the State within thirty(30)days. 4.2 Delivery 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. 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 Funds may not presently be available for performance under this Contract beyond the current for the Next State state fiscal year.No legal liability on the part of the State for any payment may arise under this fiscal year Contract beyond the current state fiscal year until funds are made available for performance of this Contract. 4.5 Availability of Funds Should the State Legislature enter back into session and reduce the appropriations or for any for the current State reason and these goods or services are not funded,the State may take any of the following fiscal year actions: 4.5.1.Accept a decrease in price offered by the contractor; 4.5.2.Cancel the Contract;or 4.5.3.Cancel the contract and re-solicit the requirements 5.0 Contract Changes 5.1 Amendments This Contract is issued under the authority of the Procurement Officer who signed this Contract. The Contract may be modified only through a Contract Amendment within the scope of the Contract.Changes to the Contract,including the addition of work or materials,the revision of payment terms,or the substitution of work or materials,directed by a person who is not specifically authorized by the procurement officer in writing or made unilaterally by the Contractor are violations of the Contract and of applicable law.Such changes,including unauthorized written Contract Amendments shall be void and without effect,and the Contractor shall not be entitled to any claim under this Contract based on those changes. 5.2 Subcontracts The Contractor shall not enter into any Subcontract under this Contract for the performance of this contract without the advance written approval of the Procurement Officer.The Contractor shall clearly list any proposed subcontractors and the subcontractor's proposed responsibilities. The Subcontract shall incorporate by reference the terms and conditions of this Contract. 5.3 Assignment and The Contractor shall not assign any right nor delegate any duty under this Contract without the Delegation prior written approval of the Procurement Officer.The State shall not unreasonably withhold approval. PART 2 of the Solicitation Documents: SECTION 2-D: Uniform Terms and Conditions Version 9(01-JUL-2013) Page 42 of 46 Available o n n e ai . P r o c u r e A Z o v IttE ,� Request for Proposal ar A 1 I Arizona Department of Administration 4! ■ �.er� �. Solicitation No. State Procurement Office ,� ADSP017-00007302 100 N 15th Ave.,Suite 402 4^i"" Description: Phoenix,AZ 85007 $912 AV Equipment and Services 6.0 Risk and Liability 6.1 Risk of Loss The Contractor shall bear all loss of conforming material covered under this Contract until received by authorized personnel at the location designated in the purchase order or Contract. Mere receipt does not constitute final acceptance.The risk of loss for nonconforming materials shall remain with the Contractor regardless of receipt. 6.2 Indemnification 6.2.1.Contractor/Vendor Indemnification(Not Public Agency)The parties to this contract agree that the State of Arizona,its departments,agencies,boards and commissions shall be indemnified and held harmless by the contractor for the vicarious liability of the State as a result of entering into this contract.However,the parties further agree that the State of Arizona,its departments,agencies,boards and commissions shall be responsible for its own negligence.Each party to this contract is responsible for its own negligence. 6.2.2.Public Agency Language Only Each party(as'indemnitor')agrees to indemnify,defend, and hold harmless the other party(as'indemnitee')from and against any and all claims, losses,liability,costs,or expenses(including reasonable attorney's fees)(hereinafter collectively referred to as'claims')arising out of bodily injury of any person(including death)or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee,are caused by the act,omission, negligence,misconduct,or other fault of the indemnitor,its officers,officials,agents, employees,or volunteers." 6.3 Indemnification— The Contractor shall indemnify and hold harmless the State against any liability,including costs Patent and Copyright and expenses,for infringement of any patent,trademark or copyright arising out of Contract performance or use by the State of materials furnished or work performed under this Contract. The State shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph.If the contractor is insured pursuant to A.R.S.§41-621 and§35-154,this section shall not apply. 6.4 Force Majeure 6.4.1 Except for payment of sums due,neither party shall be liable to the other nor deemed in default under this Contract if and to the extent that such party's performance of this Contract is prevented by reason of force majeure.The term"force majeure"means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence.Without limiting the foregoing,force majeure includes acts of God;acts of the public enemy;war;riots;strikes;mobilization;labor disputes;civil disorders;fire; flood;lockouts;injunctions-intervention-acts;or failures or refusals to act by government authority;and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence. 6.4.2.Force Majeure shall not include the following occurrences: 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 fora period of time PART 2 of the Solicitation Documents: SECTION 2-D: Uniform Terms and Conditions Version 9(01-JUL-2013) Page 43 of 46 Available o n l i n a at : P r_a S_._u_..r e __ A Z g o v `` Request for Proposal Arizona Department of Administration „ ''' _'�"'q Solicitation No. -11 State Procurement Office ADSP017-00007302 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ 85007 *191 " AV Equipment and Services equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this Contract. 6.4.4.Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if,and to the extent that such delay or failure is caused by force majeure. 6.5 Third Party Antitrust The Contractor assigns to the State any claim for overcharges resulting from antitrust Violations violations to the extent that those violations concern materials or services supplied by third parties to the Contractor,toward fulfillment of this Contract. 7.0 Warranties 7.1 Liens The Contractor warrants that the materials supplied under this Contract are free of liens and shall remain free of liens. 7.2 Quality Unless otherwise modified elsewhere in these terms and conditions,the Contractor warrants that,for one year after acceptance by the State of the materials,they shall be: 7.2.1.Of a quality to pass without objection in the trade under the Contract description; 7.2.2.Fit for the intended purposes for which the materials are used; 7.2.3.Within the variations permitted by the Contract and are of even kind,quantity,and quality within each unit and among all units; 7.2.4.Adequately contained,packaged and marked as the Contract may require;and 7.2.5.Conform to the written promises or affirmations of fact made by the Contractor. 7.3 Fitness The Contractor warrants that any material supplied to the State shall fully conform to all requirements of the Contract and all representations of the Contractor,and shall be fit for all purposes and uses required by the Contract. 7.4 Inspection/Testing The warranties set forth in subparagraphs 7.1 through 7.3 of this paragraph are not affected by inspection or testing of or payment for the materials by the State. 7.5 Compliance The materials and services supplied under this Contract shall comply with all applicable Federal, with Laws state and local laws,and the Contractor shall maintain all applicable license and permit requirements. 7.6 Survival of Rights and 7.6.1.Contractor's Representations and Warranties.All representations and warranties made by Obligations after the Contractor under this Contract shall survive the expiration or termination hereof.In Contract Expiration or addition,the parties hereto acknowledge that pursuant to A.R.S.§12-510,except as Termination 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. 7.6.2.Purchase Orders.The Contractor shall,in accordance with all terms and conditions of the Contract,fully perform and shall be obligated to comply with all purchase orders received by the Contractor prior to the expiration or termination hereof,unless otherwise directed in writing by the Procurement Officer,including,without limitation,all purchase orders received prior to but not fully performed and satisfied at the expiration or termination of this Contract. 8.0 State's Contractual Remedies 8.1 Right to If the State in good faith has reason to believe that the Contractor does not intend to,or is Assurance 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 PART 2 of the Solicitation Documents: SECTION 2-D: Uniform Terms and Conditions Version 9(01-JUL-2013) Page 44 of 46 ,y ;. r'S <; i < :3 � t �� !, : :�� E: ,.: � r C3 C U i" e p V Request for Proposal „y.�' Arizona Department of Administration tifl Fat OM y Solicitation No. „ State Procurement Office ADSP017-00007302 100 N 15th Ave.,Suite 402 Description: Phoenix,AZ85007 *191 ` AV Equipment and Services 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 The rights and the remedies of the State under this Contract are not exclusive. Remedies 8.4 Nonconforming Materials or services supplied under this Contract shall fully comply with the Contract.The Tender delivery of materials or services or a portion of the materials or services that do not fully comply constitutes a breach of contract.On delivery of nonconforming materials or services,the State may terminate the Contract for default under applicable termination clauses in the Contract, exercise any of its rights and remedies under the Uniform Commercial Code,or pursue any other right or remedy available to it. 8.5 Right of Offset The State shall be entitled to offset against any sums due the Contractor,any expenses or costs incurred by the State,or damages assessed by the State concerning the Contractor's non- conforming performance or failure to perform the Contract,including expenses,costs and damages described in the Uniform Terms and Conditions. 9.0 Contract Termination 9.1 Cancellation for Pursuant to A.R.S.§38-511,the State may cancel this Contract within three(3)years after Conflict of Interests 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 The State may,by written notice to the Contractor,immediately terminate this Contract if the Debarment State determines that the Contractor has been debarred,suspended or otherwise lawfully prohibited from participating in any public procurement activity,including but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body.Submittal of an offer or execution of a contract shall attest that the contractor is not currently suspended or debarred.If the contractor becomes suspended or debarred,the contractor shall immediately notify the State. 9.4 Termination for The State reserves the right to terminate the Contract,in whole or in part at any time when in Convenience 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. PART 2 of the Solicitation Documents: SECTION 2-D: Uniform Terms and Conditions Version 9(01-JUL-2013) Page 45 of 46 A v �� ii P r o c u r e . A Z o v a o l e o n l rr f, u sr� Request for Proposal �+� Arizona Department of Administration y "`' ' Tillr Solicitation No. State Procurement Office ; N ADSP017-00007302 S00 N 15th Ave.,Suite 402 4OP4 Description: Phoenix,AZ 85007 */91 AV Equipment and Services 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 9.5.1.In addition to the rights reserved in the contract,the State may terminate the Contract in Default 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 The Contractor shall continue to perform,in accordance with the requirements of the Contract, Performance Through up to the date of termination,as directed in the termination notice. Termination 10.0 Contract Claims 10.1 Contract Claims All contract claims or controversies under this Contract shall be resolved according to A.R.S.Title 41,Chapter 23,Article 9,and rules adopted thereunder. 11.0 Arbitration . 11.1 Arbitration The parties to this Contract agree to resolve all disputes arising out of or relating to this contract through arbitration,after exhausting applicable administrative review,to the extent required by A.R.S.§12-1518,except as may be required by other applicable statutes(Title 41). 12.1 Comments Welcome The State Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any comments you may have.Please submit your comments to:State Procurement Administrator,State Procurement Office,100 North 15th Avenue,Suite 402,Phoenix,Arizona, 85007. End of Section 2-D End of Part 2 PART 2 of the Solicitation Documents: SECTION 2-D: Uniform Terms and Conditions Version 9(01-JUL-2013) Page 46 of 46 A v 0 n n e P_ r_oc u _r_.e . A Z _g o.__y_ Solicitation Amendment State of Arizona 1/461 ,� Solicitation No.: ADSP017-00007302 Page State Procurement Office Description: AV Equipment and Services 1 100 N. 15TH Avenue, Suite 402 Phoenix, AZ 85007 OF Amendment No.: One (1) 1 Pursuant to Section 3-A: Instructions to Offerors, Item 4.5 Solicitation Amendments, the above referenced solicitation shall be amended to make the following revisions: 1. Due date and time of the solicitation has been extended to July 26, 2017 3:00:00pm MST (AZ time). 2. Section 2-A: Scope of Work sub-section 3.2.2 "ITEMS EXCLUDED" third bullet point has been updated to: o Computer monitors, keyboards, mouse, and/or related accessories—unless any of these are necessary to be included as part of the AV Solution 3. Section 2-B: Pricing Document,4.0 Invoicing,sub-section 4.5 Submitting Invoices has been updated to below: If it is required by the ordering Eligible Agency or Co-Op Buyer, the Contractor shall submit an invoice using the form provided or required by that ordering Eligible Agency or Co-Op Buyer. Every invoice must be accompanied by all supporting information and documentation required by the Contract and applicable laws. 4. Section 2-C: Special Terms and Conditions, section 11.0 General Provisions for Products: o The term "Commercial Document"throughout this section is replaced by"Pricing Document". o Subsection 11.4 Indicate Shipping Costs on Order has been updated to below: o If shipping cost is additional to the contracted price or rate for an item, the Contractor shall identify the shipping cost it intends to add for shipping, as a separate line item on the price quote provided to the Eligible Agency or Co-op Buyer. The Contractor shall also provide the required substantiating documentation for the shipping cost with the price quote. If the ordering Eligible Agency or Co-op Buyer approves paying a shipping cost, they will list the agreed upon shipping cost as a line item on their Order, when it is issued. If there is no additional shipping cost, the Contractor shall indicate on the price quote that shipping is included in the Order price. o Subsection 11.12 Delivery Time has been updated to below: o Unless stated otherwise in the Pricing Document generally or in the applicable Order particularly, Contractor shall make delivery within 2 (two) business days after receiving each Order. If Contractor is unable to make delivery within 2 (two) business days after receiving the Order, this needs to be indicated on the Contractor's price quote and communicated to the Eligible Agency or Co-op Buyer. 5. ADSPOI7-00007302_Attachment 4 Pricing Sheet: "AV Sample Items List" tab MFR part number correction Line Item #31 —Extron HDMI to Eight Output DTP Distribution Amplifier. Delete MFR Part#"DTP HD DA4 4K 230" and replace with "DTP HD DA8 4K 230" in the MFR Part#column for this line item. ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED. ACKNOWLEDGEMENT ACKNOWLEDGEMENT OF SOLICITATION AMENDMENT SHALL BE DONE ELECTRONICALLY PRIOR TO OFFER DUE DATE AND TIME. All other terms, conditions, specifications and amendments to the Solicitation remain unchanged. IISolicitation No: ADSP017-00007302 Available online at Procure.AZ.gov Solicitation Amendment 1, page 1 of 1 4.444 Contract Amendment AZ DEPT. OF ADMINISTRATION STATE PROCUREMENT OFFICE 4) - *, • CONTRACT NO.:ADSPO17-184597 PAGE 100 N. 15TH AVE., STE.402 Phoenix,AZ 85007 AMENDMENT NO.:3 d_ OF I CONTRACTOR: STATE AGENCY: LEVEL 3 AUDIO VISUAL LLC 955 E.Javelina Ave. Suite B106 AZ Department of Administration (ADOA) State Procurement Office 100 N. 15th Ave. Ste.402 Mesa,AZ 85204 Phoenix,AZ 85007 CONTACT: Julianna Belcamino CONTACT: Eric Bell PHONE: (480)892-1071 PHONE: 602-542-8921 EMAIL: Jbosso@L3AV.com EMAIL: Eric.Bell@azdoa.gov AV EQUIPMENT AND SERVICES Pursuant to Uniform Terms and Conditions, Paragraph 5, Contract Changes, the above referenced contract shall be amended as follows: I. In accordance with Special Terms and Conditions, Section 3.2, Contract Extensions, the contract is hereby extended from until October 15, 2019 through October 15, 2020. 2 In accordance with Section 2-B Pricing Document, Subsection 2.0 Pricing, Attachment 4 Pricing Sheet pricing shall be deleted and replaced in its entirety with the pricing indicated in the attached file, "Pricing_Sheet_updated 092619". 3. In accordance with, Special Terms and Conditions, Paragraph 11.7, Additional Products, the contract is hereby amended to include the additional suppliers listed in the attached file, "Pricing_Sheet_updated 092619". All other terms, conditions and provisions remain unchanged This Contract Amendment is not binding against the State of Arizona unless signed by an authorized representative of the Contractor and then accepted in writing by an authorized representative of the State. CONTRACTOR HEREBY ACKNOWLEDGES RECEIPT AND THE ABOVE REFERENCED CONTRACT AMENDMENT IS UNDERSTANDING OF THE ABOVE AMENDMENT. HEREBY EXECUTED THIS DATE BY THE STATE. 09/27/2019 t SIGNATURE DATE SIGNATURE D E Eric Bell Julianna Bosso/Sr. Sales Executive State Procurement Manager PRINTED/TYPED NAME AND TITLE EXHIBIT B TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND LHM CORP MFD D/B/A LEVEL 3 AUDIO VISUAL, LLC [Contractor's Proposal] See following pages. Minis AL Professional Systems Integration Proposal vRy-vAIN$j o {c 3 am' Council Chambers AV Upgrade Fountain Hills, AZ Submitted To Mike Ciccarone Information Technology Administrator Submitted By Derek Wilson Level 3 Audio Visual 955 East Javelina Ave. Ste. B-106 Mesa, Arizona 85204 480-892-1071 www.L3AV.com ROC AZ 189013 AZ State Contract#ADSP017-184597 VERSION: 3.0 March 5, 2020 Initial Table of Contents Page 1.0 Executive Summary 3 2.0 Description of System—City Council Chambers 3 3.0 Performance Specifications 10 4.0 Schedule for Delivery 10 5.0 Scope of Work-General 11 6.0 Assumptions 11 7.0 Exclusions 12 8.0 System Warranty 13 9.0 Maintenance and Support 13 10.0 Parts& Equipment 15 11.0 AV System Project Cost 16 12.0 Additional Services (if required) 17 13.0 Standard Rate Schedule 17 14.0 Job Quality 17 15.0 Project Management 18 16.0 Standards&Compliance 18 17.0 Work Schedule 18 18.0 System Testing & Evaluation 18 19.0 Availability of Information 19 20.0 Site Access 19 21.0 Coordination with other trades 19 22.0 Unforeseen hazards 19 23.0 Use of this document 19 24.0 Payment schedule 19 25.0 Design Approval/Proposal Acceptance 20 955 E,Avelino Ave,St 8108 Mom,AZ 85204 P.4811.892.1011 F.480 892.5295 u'0' e a A' 1. 13AVcam 1 Infu l.3AVGUM ,i ce ��� Page I 2 Initial REVISION HISTORY Version Date Notes 1.0 <1-10-20> First Submittal 2.0 1-17-2020 Scope Error Correction (Camera Count) 3.0 3-5-20 Pricing Updates 1 .0 EXECUTIVE SUMMARY 1.1. Level 3 Audio Visual is pleased to present the following proposal for your review. The design intent of this proposal is to provide an Audio, Video and Control system upgrade for the Town of Fountain Hills City Council Chambers. A site survey was conducted with Mike Ciccarone to discuss the desired upgrades and to gather photos and measurements of the council chambers. This proposal will address all systems and will be a complete system refresh. Our goal is to provide you with an easy to use, reliable and high-quality system that will bring many years of trouble-free operation. Please see the Description of System below for more information on the system design. 2.0 DESCRIPTION OF SYSTEM — CITY COUNCIL CHAMBERS 2.1. Functional Description and Narrative: 2.1.1. An existing AV system for the Fountain Hills city council chambers requires a technology refresh. The bulk of the system will be replaced with updated systems, except for some existing cabling. Ceiling speakers will also be retained as they are in good condition and have a longer service life than the rest of the equipment. 2.1.2. The main display system consists of a ceiling mounted projector and a wall mounted fixed projection screen. 2.1.3. Two 65" flat panel monitors will be wall mounted on either side of the dais behind the council members. 2.1.4. Ten 11.6" desktop monitors will be installed at the dais council member positions. Each display will receive an HDMI feed identical to the projector image video output. 2.1.4.1. Two 1:8 HDMI distribution amplifiers will be mounted beneath the dais to distribute video to each dais display. 2.1.4.2. Dais displays feature a local VGA input for connection to a client furnished PC. 2.1.4.2.1. This PC must be provided with a VGA output for the system to function. 2.1.4.3. Council members will manually switch between local video input and HDMI input from the AV system using front panel controls on the dais display. tokLEVEL3 9S5 E.Javelin Ave;Sie B106 Mesa,AZ 85204 P 480,892.1011 F 48E1892.5295 �. Alt iarIsu evv 3AV.cuni.I latogi3AV.com Page 13 Initial �31$' i5 Shure MXC64O Council Member Desktop Conference Station Note Nom f.;F4xti2'8tG5Yd Control Touch Screen with L3AV standard graphics— For reference only, actual graphics may vary. Shown in black, also available in white. 2.1.5. The video system consists of a matrix router, capable of delivering any source to any display. 2.1.6. The matrix switch features four outputs which will be distributed to the projector, two displays, and Tricaster. 2.1.6.1. The 10 dais displays will all receive the same video output as the projector image content. 2.1.7. Users will have access to several presentation devices including one set of HDMI and VGA cables at the guest podium and a wireless sharing appliance. 2.1.7.1. The Tricaster can be included as a source, however it should be noted that the device has a significant amount of latency. 2.1.8. The system includes a Tricaster which will be in the control room. The Tricaster provides a platform for real-time social media publishing to Facebook, Twitch and additional compatible formats. 2.1.8.1. Two PTZ cameras and one fixed camera will be installed along the rear room wall locations to support the Tricaster. An tio.LEVEL3 955 E,Javelin Ave.Ste B106 Mesa,A2 85204 P 480,692.1011 E 4 1.892.5295 Pr " "n"° "t Lever3AV.com I rota l,3AVcam Page 14 Initial additional fixed camera will be located in a current camera position behind the dais to focus on the guest podium. 2.1.9. The audio system consists of a digital signal processor (DSP) to handle all audio routing, mixing and control. 2.1.10. 10 desktop style gooseneck microphones will be provided for council member locations at the dais. 2.1.10.1. Each gooseneck base features voting functionality, and a 4.3" display capable of displaying voting results. 2.1.10.2. Programmable ID participant cards which interface with the dais microphones have been provided for each user. 2.1.11. Two handheld microphone systems will support local speech reinforcement and provide audio capture for the Tricaster. 2.1.12. The existing gooseneck microphone at the guest podium will be replaced with a shotgun style microphone which will address existing challenges experienced in voice capture. 2.1.13. (Provided as an option) In-ceiling microphone systems will support local speech capture for audio only room meetings. This audio content will be captured on the SD card recorder in the booth. Note the Ceiling microphone is provided as an Option and is not included in the main system proposal or pricing total. 2.1.14. Existing in-ceiling speakers will reproduce local program and far-end audio during conference applications. 2.1.14.1. A new two channel amplifier has been provided in this design to power the existing ceiling speakers. 2.1.15. The owner provided VolP/PSTN infrastructure will tie into the DSP so the installed room audio devices (microphones, speakers, etc.) may be used for audio calls. 2.1.16. Two 10" touch screens will be desktop versions for control over the systems. One will reside in the booth and one will reside at the clerk's position on the dais. Detailed Subsystem Information 2.2. Display System: 2.2.1. This system features multiple display devices which provide users with the ability to view content from the various seating positions in the room. 2.2.2. For the purposes of this exercise, the primary projection surface will be evaluated. 2.2.3. Properly sizing a display relies on several variables. 2.2.4. The specified display size is based on the requirement of viewing content for BASIC DECISION MAKING. This includes PowerPoint presentations, videos or any content that does not require fine detail to be examined. In other words, visual elements whose measured height is 3-4% of the display screen height. [E v [[ ] 955 E.Jayei na Ave:Ste 810E Mom.AL 85204 P 480,892.1011 F 480.892.5295 AUA!t1Yf58A! Lewl3AVenmItetopL3AVcpm Page 15 Initial 2.2.5. As an example of% element height, Calibri 11 pt. font within a program at 100% zoom levels is roughly 1% element height as compared to the measured screen height. 2.2.6. Based on the overall room dimensions and ceiling height, not all viewing positions fall within this range, which is 28' at maximum. Viewers beyond this range may struggle with clearly seeing information. 2.2.7. The physical constraints of the room prohibit sizing the display appropriately for all viewers. 2.2.8. Please keep in mind, some programs (Word, Excel) can typically zoom in and out, making visual elements larger or smaller, which will affect the element height and therefore, the recommended viewing ranges. MAX IANC JRANGE te4 MN THROW RANGE .F.Y31.ftEM( ^S T2}' LENS TO N a658 lu'�'1 137'pt'-Si h- .. 3� ..,_ .,.,....... t .. , sr f 1 BOIIOM of /. "r SCREEN A'F sreffc ncrn..r- i, A -S } y - % g c teE CLOSES S WET VEWER [28-Ski nR`MEST VIEWER <Viewing Distance Calcs> Viewing Range Summary 2.3. Video System: This system utilizes a DMPS class integrated matrix switcher to manage video for the system. Video Switcher: DMPS3-4K-350-C-AIRMEDIA Video Inputs/Devices Video Outputs/Destinations OFE PC — in Booth Projector— Dais Monitors Airmedia (Internal to DMPS) Dais Display 1 Blue-Ray Player Dais Display 2 Guest Podium PC Tricaster Cable Box `` LEVEL 3 955 E.Jove ina A Ste 8108 Musa,AZ 85204 P 480,892-1971 E 480 892.5295 kR1 aS a¢n1 LvI3AVLn1nIirdo i A`Zcorn Page 16 Initial 2.4. Audio System: 2.4.1. The system utilizes a Biamp TesiraFORTE DAN VT4 to provide DSP functionality to the AV system. 2.4.1.1. This is supported by a GS728TPP managed switch to provide DANTE connectivity to the Shure microphones in the system. [AUDIO SWITCHING DEVICE DESCRIPTION HERE, i.e. Biamp DSP) — Matrix Table Audio Inputs/Devices Audio Outputs/Destinations DMPS output............_....................._..._..................__. Zone 1 WL Mic 1 Zone 2 WL Mic 2 Tricaster Tricaster Denon recording device VoIP connectivity VoIP connectivity 2.5. Video/Audio Conferencing: 2.5.1. This system is designed for interfacing with a client furnished VoIP system for audio conferencing. 2.6. Camera System: 2.6.1. Two PTZ and two fixed cameras have been included in the system and are to be directly connected to the Tricaster. All camera controls will be managed from the Tricaster device. 2.7. Control System: 2.7.1. One 10" tabletop touch panel will be installed at the dais and one 10" tabletop touch panel will be in the booth for control of the AV system. 2.8. Programming Functional Scope 2.8.1. User Interface 2.8.1.1. Level 3 AV standard graphics template — User experience (UX) focused 2.8.1.2. Annotations over live video sources 2.8.2. General functions and modes 2.8.2.1. Startup screen/customer logo too E E V E L 3 955 E.Javelin Am Ste 8108 Mesa,AZ 1 204 P 480.892.1071 F 480.892.5295 A U"n 3 1 L vel3AYcarn l infol#34com Page I 7 Initial 2.8.2.2. Date and time on screen 2.8.2.3. System On/Off 2.8.2.4. Presentation mode 2.8.2.5. Audio Conferencing mode 2.8.2.6. Audio only mode 2.8.2.7. Calendar integration on Displays or signage panel (0365, Exchange) 2.8.3. Startup operation 2.8.3.1. Auto-startup based on connecting a laptop to video cables 2.8.3.2. Manual startup from a button press on user interface 2.8.4. Shutdown operation 2.8.4.1. Manual shutdown with confirmation 2.8.4.2. Scheduled shutdown (admin function) 2.8.5. Video Routing 2.8.5.1. Automated routing based on source selection/preset 2.8.5.2. Admin user custom routing (any source to any display) 2.8.6. Audio Conferencing 2.8.6.1. Phone dialing 2.8.6.2. Incoming/Outgoing volume control 2.8.6.3. Redial 2.8.6.4. Flash (if applicable) 2.8.7. Audio 2.8.7.1. Basic program volume control 2.8.7.2. In room speech volume control 2.8.7.3. Gain adjustment for all mic channels (admin function) 2.8.7.4. Zone volume control and muting (admin function) 2.8.8. Device level controls — functions typically triggered by presets 2.8.8.1. Display/Projector on/off 2.8.8.2. Default source routing 2.8.8.3. Default audio levels 2.8.8.4. Blu-ray/DVD controls 2.8.8.5. Cable TV 2.8.8.6. Audio recording 2.8.9. Admin level monitoring 2.8.9.1. Status list for devices (online/offline page) 2.8.9.2. Usage tracking 2.9. Furniture / Equipment Rack: 2.9.1. A floor standing equipment rack will be staged and tested in Level 3's facility, and delivered to the jobsite as a complete unit. The equipment rack will replace the existing rack in the same location using the same power receptacles currently in place. booL E V El 3 955 E..avelire Ave Ste B106 Mesa,Al 85204 P 480 692.1011 F.480.862.5295 XitaEnViann Leve13AV,mmIinfegLaA',cam Page I8 Initial 2.10. Network Coordination 2.10.1. All reasonable efforts to coordinate testing during installation of equipment will be made by owner. 2.10.2. VoIP integration will require owner to configure voice network to register L3AV provided endpoint (DSP, IP Phone). This coordination should happen during planning phase of project. Hardware may be available for testing prior to final deployment. 2.10.3. Wireless sharing appliance will require further coordination with Owner IT to allow users on corporate network to access the device for sharing content. Hardware may be available for testing prior to final deployment. 2.10.4. IP video streaming appliances will be connecting to owner network. Owner IT to coordinate with L3AV on required network configuration (VLAN, QoS, IGMP, Multicast, etc.) 2.10.5. Audio over IP (AolP) devices will be connecting to owner network. Owner IT to coordinate with L3AV on required network configuration (VLAN, QoS, IGMP, Multicast, etc.) 2. 10.6. A connection to the owner Microsoft Exchange room calendar is required for on screen display of calendar events. Owner to provide network connection, exchange resource mailbox, credentials and configure permissions to allow for this capability. 2.11. System/Site Specific Assumptions/Exclusions (Standard assumptions/exclusions in later sections): *Items listed here supersede standard assumptions & exclusions in following sections. 2.11.1. Any existing cabling occupying the same pathway as new cabling per this scope of work may be removed, if requested by the customer. This proposal does not include removal of any other equipment or cabling unless explicitly stated within this scope of work. 2.11.2. The use of control system code provided by others necessitates that all devices in the proposed system are the same make and model as those in the code. Also, signal flow drawings representing the interconnection of equipment that matches the provided code and proposed system functionality must be provided. In the absence of these requirements, additional cost for programming and engineering hours should be anticipated. The developer of the supplied code shall be available remotely to assist with any needed debugging during the staging and onsite installation processes. L E V E[3 955 E.Javeltaa Ave:Ste 8108 Mesa,AZ 85204 P 480,892 1071 E 480 892 5295 6 t€[v i 8 U h t 1:evnE3AV.rem!tnlu 13AVcum Page 19 Initial 3.0 PERFORMANCE SPECIFICATIONS Description Audio Anticipated ambient noise (dB-SPL, A wtd) _ 42 dB SPL Target speech level 65 dB SPL Target Program level 68 dB SPL Head room level, speech 15 dB Head room level, program 10 dB Electrical signal to noise, all audio systems 55 dB Approximate variance between program source audio levels +/- 1 dB Speech Transmission Index for Public Address (STI-PA) > 0.62 Display Display size (relative distance to furthest viewer) FV/ 6 Video level tolerance _ +/- 1 dB Targeted computer resolution(s) 1280 x 720 Luminance 65 fc 4.0 SCHEDULE FOR DELIVERY 4.1. L3AV follows best practices included in the AV9000 Quality Management System. Adherence to this process reduces design, installation and commissioning errors, which leads to reduced/eliminated punch lists and faster onsite deployments. For this reason, an average delivery timeframe from the moment we receive a purchase order, to final delivery typically varies from 8-12 weeks, but can be longer in some cases. Every project schedule is different, especially when coordinating with construction schedules. 4.2. A detailed project schedule estimate for this proposal is available upon request. 4.3. Availability of resources at the time of engagement may affect project delivery dates. *** Estimated Delivery Project Dates Milestone Specification Need to receive PO Minimum 8 weeks prior/Minimum 12 weeks prior (w/ programming) to desired delivery date OR {enter date} Desired Completion Date Either enter a date 1/1/17 OR No set delivery date, PM will provide schedule after received PO 955 E.Javelins Ave;Sig 8106 Mesa,AZ 85204 P. '1.8'921071 F.4130 882.52g5 111"- A 6!(!Y I&O B l Level3AV com I info 13AY com .... Page 110 Initial 5.0 SCOPE OF WORK - GENERAL 5.1. Assign a Project Manager to administer the project including equipment and labor control, scheduling and all coordination with client, architect and consultants. Provide a single point of contact throughout all phases of the project. Develop installation documentation for the assembly and wiring of the audiovisual systems. Document package to include shop drawings that depict signal flow, AV fixture locations and construction detail to convey methods of installation. 5.2. Timely purchasing of all audiovisual equipment, software, and materials. Coordination with the various vendors and suppliers. 5.3. Acquire and inspect owner furnished equipment specified in this scope of work and equipment list. 5.4. Assembly and wiring at L3AV facility of all consoles, control panels, audiovisual equipment cabinets, electronic components, etc. 5.5. Custom programming of all control systems, DSP devices, and other electronic components specified in this scope of work and equipment list. 5.6. Testing and staging of audiovisual systems at L3AV facility. Review of all system functions and operation. 5.7. Regular job site visits to verify dimensions and to coordinate with various trades such as electrical contractors, millwork contractor, general contractor, architect and interior designers, as required. 5.8. Preparation of cable pull drawings. Early delivery of cable, connectors, and wall plates if possible. 5.9. Furnish and install all low voltage cable. 5.10. Coordination and delivery of the audiovisual systems to job site. 5.11. Install all audiovisual components listed in the parts and equipment section of this proposal. Installation techniques and methods used are industry standard best practices. 5.12. Complete thorough testing of the audiovisual systems. Test, set levels, balance and equalize the system. 5.13. Certification of the audiovisual systems. Acceptance and checkout with the client representatives. 5.14. Preparation of as built documentation drawings, owner's manuals, and operator instructions. Provide a complete Documentation Package of all shop drawings, owner's manuals and operator instructions to the client. 5.15. Provide training and demonstration sessions for operators, end-users, interested executives and others. Provide training and assistance to the client on the proper use and maintenance of the audiovisual systems. 6.0 ASSUMPTIONS 6.1. Owner is responsible for providing a single point of contact for all project related coordination and authority for design and change request review and approval. 6.2. Any work supplied by L3AV will be non-union. There are no local labor unions with jurisdiction over the site. 6.3. Owner is responsible for providing all telecommunications connection information as required for successful AV system network connectivity. Including but not tio. L E V [[ 3 955 E.Adele Ave:SIB 99106 Mesa,AZ 85204 P 480,692.1011 F 61.892 A D➢ 66 86 A Level3AV.com tutopt3hcom Page I 11 Initial limited to IP Address Information, Phone Numbers, Email Accounts, and network credentials, 6.4. It is assumed that any existing systems (Lighting, Shade, HVAC, Audiovisual and Control), that are to be integrated into the proposed system, will have readily available, the currently implemented version of system source code. If the original programming source code cannot be provided, any additional work required will necessitate a signed change order. 6.5. The use of control system code provided by others necessitates that all devices in the proposed system are the same make and model as those in the code. Also, signal flow drawings representing the interconnection of equipment that matches the provided code and proposed system functionality must be provided. In the absence of these requirements, additional cost for programming and engineering hours should be anticipated. The developer of the supplied code shall be available remotely to assist with any needed debugging during the staging and onsite installation processes. 6.6. Site prep to be verified by L3AV project manager or representative before scheduling of the installation. All work areas should be clean and dust free prior to the beginning of onsite integration of electronic equipment. 6.7. In the event of any arrival to site that L3AV is not able to execute work and definable progress, the client will be charged a $250.00 Mobilization Fee to offset the lost time due to the lack of readiness. The Mobilization Fee will be presented as a Contract Change Order and will halt work until acceptance by the client and rescheduling of the installation is agreed upon. 6.8. There is onsite secure storage for equipment during a multiple day integration. 6.9. If owner furnished equipment and existing cabling is to be used, L3AV assumes that these items are in good working condition at this time. Any repair or replacement of these items that may be necessary will be made at an additional cost. 6. 10. If applicable, Cable or Satellite drops must be in place with converter boxes operational before the completion of integration. Any delay resulting in extra work caused by late arrival of these items will result in a change order for time and materials. 7.0 EXCLUSIONS 7.1. The following items are typical construction activities that are often required for the successful implementation of audiovisual systems. These activities are not included in this proposal. 7.2. All conduit and high voltage work required for AV equipment. 7.3. Finish work including drywall, paint and wall/ceiling framing. 7.4. Millwork (moldings, trim, etc) 7.5. All owner network and phone system connections 7.6. Permits (Unless specifically provided for and identified within the contract) LEVEL 3 955 E.Jayela Ave;Ste 81f16 Mesh.Al 85204 P 480.892.1011 E4E30.892,5295 aR"°v'a¢at Lelid3AV,COM!inttgaNuam Page ( 12 Initial 8.0 SYSTEM WARRANTY 8.1. All work performed by L3AV is guaranteed for one year from the date of project completion. This warranty includes defects related to workmanship of installed cables, connectors, installation hardware, system programming and commissioning. All equipment supplied by L3AV will feature the manufacturer's warranty specified for each item. Manufacturer warranties do not cover the cost of on-site diagnosis, removal, shipping and re-installation of defective equipment. All equipment warranty repairs will be billed at standard L3AV labor rates. If a proactive maintenance agreement has been purchased with this proposal, the system warranty is extended for the duration of the maintenance agreement as well as all labor resulting from equipment warranty repairs are covered. 9.0 MAINTENANCE AND SUPPORT System maintenance and support is an important aspect of ensuring audiovisual system stability and long-term customer success. Along with quality audiovisual integration, we are committed to delivering quality ongoing maintenance and support. 9.1. Proactive Maintenance 1.1.1. Proactive maintenance (well check) is included bi-annually for the first year. Additional years 2-5 may be purchased as an option. Please refer to "Acceptance of Proposal" section for detailed pricing schedule. A discount is applied for 3, 4 and 5-year agreements. The savings shown in the "Acceptance of Proposal" section reflects savings when purchasing 3, 4 and 5 years up front, as compared to renewing each year. 1.1.2. Well Checks for L3AV systems will be scheduled by our dedicated coordinators. These maintenance visits will include but are not limited to the following. • Thoroughly clean the equipment rack • Examine and repair cable management, as needed • Examine and repair cable terminations, as needed • Testing and document status of video systems • Testing and document status of audio systems • Testing and document status of any recording/playback equipment • Testing and document status of all video conferencing systems • Clean or change filters on any LCD/DLP projectors as necessary • Clean lenses on any LCD/DLP projectors • Record lamp and filter hours on LCD/DLP projectors • Clean and inspect all monitors and displays in the system • Test and record status of system software/firmware • Update software/firmware to system components as needed • Repair and/or adjust any malfunctioning equipment found during testing if possible h L E V[L 3 955 E,,iavelire Avt SIB B106 Mom,AZ 85204 P 480,892.1071 E,180.892.5295 rf A ®i Y's A A Lowkrom I iii u l.3AV.cun Page 113 Initial • Update signal flow diagrams as needed • Update System Maintenance Log 9.2. On-Call Support 9.2.1. Unlimited technical phone support (Business hours) • Includes end-user support and system troubleshooting. 9.2.2. Technician dispatch for onsite support as needed • For potential equipment repairs or replacement as identified during initial support call 9.2.3. Return merchandise authorization (RMA) processing and care. 9.3. Regional Coverage In cities that we have dedicated resources our service and support team will be dispatched out of Level 3 Audiovisual offices to attend to our customers' needs. Providing support care, system maintenance "well checks" and any other service dispatch needs. Often our customers have locations in several cities throughout the United States and North America. With a diverse geographic spread, ensuring rooms are properly supported is always a primary goal. Over the last 20 years, Level 3 Audiovisual has developed a network of qualified and capable audiovisual partners throughout the United States. This network of AV integrators enables wide and comprehensive coverage of all major cities and many smaller cities as well. When Level 3 audiovisual is contracted for a large system integration in one of these locations, we utilize one of our network partners as local labor support. This ensures our local partner has intimate knowledge and experience with the site and can service and support the system quickly, after deployment. It is through this network that Level 3 audiovisual will support our customer's sites around the country. All contractors utilized will be certified AV professionals providing a consistent representation of Level 3 Audiovisual standards across all customer locations. If necessary, we will get on a plane and go anywhere, anytime to create an amazing customer experience in whatever capacity we are needed. 9.4. Exclusions & Assumptions 9.4.1. All equipment is covered by existing manufacturer warranties. In the case of equipment failure outside of the manufacturer warranty period, cost for the replacement or repair of the equipment is not covered in the maintenance agreement and will be billed per rate schedule. 9.4.2. Any equipment or accessories that suffer destruction or damage outside of manufacturer defined normal wear and tear; cost for the replacement or repair of the equipment is not covered in the maintenance agreement and will be billed per rate scheduled. 9.4.3. L3AV is not responsible for system or equipment failure due to force majeure. tio. LEVEL3 055 E.Jaaeliaa Ave;ate B106 Mesa,Al 85204 P 480,882,1071 E W 3.1392.52995 n ^ I i13AVunw 1 info 1 AVconi Page 114 Initial 10.0 PARTS & EQUIPMENT Town of Fountain Hills-City Council Chambers AV Upgrade AZ State AZ State Ext Mir. Description Quantity Price Price DISPLAY SYSTEM E„ Crestron 4K DigitalMedia 8G+Receiver and Room Controller with Scaler and Downmixing 2 1,320.00 2,640.00 4K UHD Display With Integrated ATSC/NTSC Tuner-65"LCD-3840 x 2160-Direct I NEC LED-350 Nit-2160p-HDMI-USB-SerialEthemet-Black BUILT-IN ATSC 2 1,700.10 3,400.20 CHIEF X-Large Fusion Micro-Adjustable Tilt Wall Mount 2 269.10 538.20 NEC WUXGA Laser Projector 1 7,889.40 7,889.40 CHIEF RPA Universal Custom Projector Mounts 1 169.74 169.74 CHIEF Above Tile Suspended Ceiling Kit 1 114.54 114.54 DA-LITE DA-SNAP DM 78X139NPA 159DIAG 1 1,414.70 1,414.70 Eyoyo 11.6"LCD Dias Monitor 10 96.99 969.90 I ... . ... ... ...311114 ., r,E'e x li ko'Ela ':.«�. .: r'A.r.+w,, ¢n,,, 71111.17... ''' "`£; Crestron 3-SeriesA®4K DigitalMediaa„¢Presentation System 350 with AirMediaA® 1 6,480.00E 6,480.00 Samsung-T Blu-ray Disc Player-1080p 1 88.99 88.99 Owner Furnished Owner furnished resident PC 11 0.00 0.00 GYRATION Air Mouse and Full Size Keyboard 1 142.49 142.49 Owner Furnished CATV Tuner 1 0.00 0.00 Crestron USB over Ethernet Extender with Routing,Host Module 1 360.00 360.00 Crestron USB over Ethernet Extender with Routing,4-Port Device Module 1 360.00 360.00 Crestron 4K DigitalMedia 8G+Transmitter202 2 900.00 1,800.00 Crestron 1x2 4K HDMI Distribution Amplifier 1 180.00 180.00 Crestron 1:8 HDMIA®Distribution Amplifier w/4K60 4:4:4&HDR Support 2 600.00 1,200.00 AJA HDMI to 3G-SDI with 4:4:4 color processing 1 535.50 535.50 Crestron DM Lite-HDMI®over CATx Transmitter w/IR&RS-232,Surface Mount 2 400.00 800.00 Crestron DM Lite-HDMI®over CATx Receiver w/IR&RS-232,Surface Mount 2 400.00 800.00 Crestron HDMI SCALER 1 500.00 500.00 Fixed Audio Digital Signal Processor with 4 Analog Inputs,4 Analog Outputs and AEC Biamp Systems Technology/USB Audio 1 2,998.00 2,998.00 Netgear PrOSAFEA®24-port 1000base-T Gigabit PoE Smart Switch 1 620.07 620.07 DENON Network SD/USB Audio Recorder 1 599.00 599.00 QSC Audio Products Inc. Amplifier 2 Channel,250 Watts/ch 1 865.05 865.05 Shure Desktop Conference Unit with integrated loudspeaker and 4.3 inch color touchscreen 10 1,136.00 11,360.00 Sennheiser Electronics Corp Short Gooseneck Mount for ME36 Microphone Capsules 1 163.18 163.18 Shure Cardioid Dual-Flex Gooseneck Mic for MXCW640 Base 10 205.90 2,059.00 Shure Redundancy Interface Box enables MXC-Series conference units to be connected 1 42.60 42.60 Shure DUAL-CARD FOR MXC/MXCW/DCS,QTY 10 1 149.10 149.10 Central Control Unit for use with MXC-,5900-,or 6000-series conference units(power Shure supply not included) 1 988.32 988.32 Shure SM58 Vocal System 2 886.79 1,773.58 Shure Passive Antenna Splitter/Combiner Kit 2 107.21 214.42 Shure 25'UHF Remote Antenna Extension Cable,BNC-BNC,RGBX/U Type 2 39.76 79.52 Owner Furnished EXISTING CEILING SPEAKERS 15 0.00 0.00 Listen Technologies Universal Antenna Kit(72 and 216 MHz) 1 83.20 83.20 Listen Technologies Universal Rack Mounting Kit(for LT-800) 1 59.20 59.20 Listen Technologies Stationary RF Transmitter(216 MHz) 1 676.80 676.80 Listen Technologies Intelligent DSP RF Receiver(216 MHz) 6 153.60 921.60 Listen Technologies Neck Loop 2 52.00 104.00 Listen Technologies Intelligent 12-Unit Charging Tray(for LR-4200/5200 1 313.60 313.60 Sennheiser Electronics Corp Shotgun Microphone Capsule 1 270.56 270.56 Anil' .,,id 4$a„1.... ,,,,. u ,,E,E, ..;, h £zma/ i t r,r s,,Pu,, •XEr, R<' Newtek Streaming Media Switcher Bundle 1 16,375.45 16,375.4'5 NewTek NDI PTZ Camera 2 2,547.09 5,094.18 Netgear 8-Port PoE Gigabit Smart Managed Switch-switch-8 ports-smart 1 198.88 198.88 Marshall Electronics Mini-HD 2.5MP 3G/HD-SDI/CVBS Camera(59.94/29.97 fps) 2 485.19 970.38 sr',q. Ill u i a .,'r / .,mr -I MO ,e. . .'*. . 711111111,16,011i,, Crestron 10.1"Touch Screen,Black Smooth 2 1,440.00 2,880.00 Crestron Tabletop Kit for TSW-1060,Black Smooth 2 150.00 300.00 Crestron High-Efficiency Power Pack 1 300.00 300.00 Middle Atlantic Products WRK-SA Series Stand-Alone Rack Enclosures,44 rackspaces,27-5/8"depth 1 2,050.00 2,050 00 Middle Atlantic Products Rear Rack Rail Kit 44 space 1 190.00 190.00 Middle Atlantic Products Power Controller 1 167.00 167.00 Middle Atlantic Products Rack Shelf 1 96.00 96.00 LEVEL 3 AUDIO VISUAL Installation Matenals .� t 2,391 91 2,391 91 955 F. velina Ave'•SIP,B108 Mesa.AZ 85204 P 480.8921011 F 480.892.5295 .tio. LEVEL3€ltI5rE,,,,t Level3AVcnmIinfo 13AVcam Page I 15 Initial 11 .0 AV SYSTEM PROJECT COST Equipment $ 85,738.26 • Labor $ 23,176.25 Travel $ - Shipping $ 2,689.24 Tax $ 7,339.48 Main System AV Upgrade Grand Total $ 118,943.23 Options Please note that this Option is not included in the Main System AV Upgrade Grand Total. If the desire is to add this option, a revised proposal will be provided to you. Ceiling Microphone System-Optional AZ State AZ State Ext Mfr. Description Quantity Price Price DISPLAY SYSTEM 24"X 24"or 603.8mm x 603.8mm(U.S.)Ceiling Array Shure Microphone with ShureA®IntelliMixA®DSP Suite,White 1 3,816.65 3,816.65 Equipment $ 4,051.94 Labor $ 771.25 Travel $ - Shipping $ 100.00 Tax $ 344.61 Ceiling Microphone - Optional Grand Total $ 5,267.80 losioLEVEL3 255 E.Javeliee Ave;ate 6106 Mesa,AZ 8 204 P 4e6.e92.l0hl E 480.E 2,.52 95 a n ll i n r 3 e n € Level3N C'Int i int 3AVGam Page I 16 Initial 12.0 ADDITIONAL SERVICES (IF REQUIRED) 12.1. The work proposed in the document is all inclusive to the scope as it has been defined in the RFP and this proposal. For changes that occur, L3AV will show line item deductions including labor and materials related to the equipment line item and additions will be based on the standard rate schedule below. L3AV will provide a detailed schedule of values with this line item pricing as a post award submittal or as an exhibit attachment to a formal contract. 13.0 STANDARD RATE SCHEDULE Per hour rates — Standard Business Hours Labor Class Rate INSTALLATION $75.00 DESIGN $85.00 MAINTENANCE $75.00 INTEGRATION SERVICES $90.00 FORMAL CLASSROOM TRAINING $80.00 Overtime is considered 1.5 times the labor class rate and weekend and holiday rates are 2 times the labor class rate. Time is accounted in %hour increments. Travel time is accounted for job site work in excess of 50 miles from metropolitan area of the Level 3 Audio Visual location supporting the project. 14.0 JOB QUALITY 14.1. All personnel assigned to this project are required to meet strict guidelines for the purpose of professional conduct and exceptional workmanship. Our staff features certifications and training issued by recognized industry vendors and associations. Our engineering practices include the effective application of document control, shop/lab testing/validation, and exhaustive research conducted on new products, methodologies and materials. Project management processes feature real-time reporting of progress, exceptional record keeping and communications. All primary systems are built and staged in L3AV's facility prior to site installation. Within these processes, we conduct a well-documented series of quality control checks. LEVEL 3 355 E.Javelina Ave;Sie B106 Mesa Al 85204 P 480,892.1171 E 480.892.52995 @ U 5 3 t (e el3AA cnrn l infoilL3AV.com Page I 17 Initial 15.0 PROJECT MANAGEMENT 15.1. L3AV follows a formal project management process which may/will include the following actions / deliverables (based on the size/complexity/duration of the integration project): 15.2. Project Kick-off meeting with customer representative(s) and L3AV assigned integration team members. This can be in person or by conference call. 15.3. Submittals and Design Review. Often completed during the Project Kick-off meeting. 15.4. Site Verification — conducted prior to integration — can be in conjunction with Project Kick-off meeting. 15.5. Weekly project status review meetings with customer representative(s) and L3AV integration team members. This can be in person or by conference call. 15.6. Change control management through a documented Change Order Request (COR) procedure, submittals and owner authorization requirements. 15.7. Project punch list resolution and substantial completion verification during customer system acceptance walkthrough. 16.0 STANDARDS & COMPLIANCE 16.1. Level 3 Audio Visual is a licensed and bonded contractor with the capacity to carry project specific performance bonds at a reasonable market rate. All work is performed in accordance with the latest revisions of applicable codes and standards including the National Electric Code and local government codes and regulations for construction/building. 17.0 WORK SCHEDULE 17.1. Unless otherwise noted, all work proposed will be conducted during regular business hours Monday — Friday, 8 a.m. — 5 p.m. Proposed work is based on a 40-hour work week / 8-hour work day. All work is scheduled at a minimum of one week in advance. Changes to the work schedule may be made by the customer with recognition and acceptance of any additional costs required to support overtime, weekend or holiday pay fees. 18.0 SYSTEM TESTING & EVALUATION 18.1. Completion of shop or field assembly and installation will lead to testing and evaluation. This will include performance testing of individual components and testing of the overall system. Testing may include the supporting infrastructure supplied and installed by others. A client representative may be present during testing and evaluation. Results of this process are formatted and submitted to the formal job record. Signature acceptance will be requested from the client for the project completion milestone. b LEVEL 55 E.Jaualit Ave:Ste 8108 Mesa,AL 85204 P 480.892 1011 E 480.892,5295 n �E�� a�"f 1 13AVcq linfa l3AVCarn Page 118 Initial 19.0 AVAILABILITY OF INFORMATION 19.1. This proposal is based on information presented during the meetings and conversations between L3AV representatives and the client's representatives described in the executive summary. Other information may include the review of architectural drawings and specifications, shop or site visits as well as surveys and meetings with job related contractors. 20.0 SITE ACCESS 20.1. Costs proposed consider that jobsite access is unrestricted and can occur during regular business hours unless otherwise agreed and noted in this proposal. Unforeseen restrictions may affect the project schedule and proposed costs. Parking and delivery restrictions should be identified in advance to avoid disruption of the project schedule. 21 .0 COORDINATION WITH OTHER TRADES 21.1. Coordination with other trades and project concerns has been accounted for in L3AV's determination of project management and engineering estimates. This coordination will be provided in the form of meetings, conferences and reference documentation. Records of this activity will be included in the job report and can be made available to the client's representatives upon request. 22.0 UNFORESEEN HAZARDS 22.1. Costs included in the proposal do not account for any unforeseen hazards such as faulty existing wiring, dangerous structure, hazardous materials or any other issues that could affect safety and proposed costs. It is L3AV's practice to avoid adding contingency costs to our proposed fees by accounting for elements that affect costs in a fair and equitable manner. 23.0 USE OF THIS DOCUMENT 23.1. Concepts, ideas and details included in this document developed by L3AV represent intellectual property and in whole or part are considered a product of limited service engagement between L3AV and our client. Both parties must provide consent or permission to use the content of this document and attached data. 24.0 PAYMENT SCHEDULE 24.1. Payment will be per State Contract Special Terms and Conditions. a L E V L L 3 955 E.JayeI Ave:5le 8108 MilSt3,A/85204 P 480.892.1071 F 480.8992.5295 kvoknvisnAL Le l3AV. oinIinto 1.3AVicem Page 119 Initial 25.0 DESIGN APPROVAL / PROPOSAL ACCEPTANCE An authorized representative of the client and principal representing Level 3 Audio Visual may indicate acceptance of this proposal in the designated areas below. Unless otherwise noted, this proposal is valid for no more than 30 days from the date of submission. All signed proposals older than 30 days will be reviewed for accuracy and amended if needed. This proposal may serve as an attachment to other binding agreements. PROJECT NAME: Council Chambers AV Upgrade Description Price Accept AV Equipment, Installation, and Services $ 123,230.15 First Year Proactive Maintenance $ Included Year 2 $ 4,286.91 Year 3 $ 5,144.30 Year 4 $ 6,859.06 Year 5 $ 8,573.83 Grand Total (Included lyr maintenance): $ 123,230.15 Initial Grand Total (2 yrs of maintenance): $ 127,517.06 Initial Grand Total (3 yrs of maintenance): $ 131,803.97 Initial Grand Total (4 yrs of maintenance): $ 137,805.65 Initial Grand Total (5 yrs of maintenance): $ 145,522.09 Initial 3 Year Purchase Discount $ (857.38) 4 Year Purchase Discount $ (1,714.77) 5 Year Purchase Discount $ (2,572.15) *3, 4 and 5 years of maintenance purchased up front includes a discount, as compared to renewing each year Description Price Accept AV Equipment, Installation, and Services $ 118,943.23 Initial Proactive Maintenance Agreement Not Included L[V[[ 55 E,Javelin Ave;Ste B106 Mesa,Al 85204 P 480.892,1071 F.480.F 2.5295 e B,©r,8 n E level3AVc0em 1 ififnEVAVcom Page 120 Initial The above prices, specifications and conditions are hereby accepted. Level 3 Audio Visual is authorized to begin Design Phase of the Project as outlined in this Proposal. I understand that by signing this proposal I agree that Level 3 Audio Visual will be engaged as my design/build systems integrator. Agreed to for Town of Fountain Hills Print Name: Date: Title: Signature: Agreed to for Level 3 Audio Visual, LLC. l Print Name: '^1 S0 a le- Date: J 1) E / oo Title: aA0 Signature: `/(4,4]��.-- ykv. L 955 E.JavelmaAva;Ste 8108 Mesa,AZ 85204 P 480.892.1071 F 4t1.892.5295 Lrvcl3AVcam I into t3AVcam , Page 121