BPM005686_Solicitation_Requirements.pdf

Notice of Invitation For Bid Solicitation No. BPM005686

Ice for ASPC-Perryville, ASPC-Phoenix, ASPC-Tucson, & ASPC-Eyman

Arizona Department of Corrections, Rehabilitation & Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

Solicitation Number: BPM005686

Description: Ice for ASPC-Perryville, ASPC-Phoenix, ASPC-Tucson, & ASPC-Eyman

Solicitation Due Date and Time: November 9, 2023 at 3:00 P.M. M.S.T, Arizona Time

Location: ASPC-Perryville, 2015 North Citrus Road Goodyear, AZ 85395 ASPC-Phoenix, 2500 E. Van Buren Street Phoenix, AZ 85008 ASPC-Tucson, 10000 South Wilmot Road, Tucson, AZ 85756 ASPC-Eyman, 4374 E. Butte Avenue Florence, AZ 85132

In accordance with Arizona Revised Statutes § 41-2533, Competitive Sealed bids for the materials or services specified, will be received by the Arizona Department of Corrections, Rehabilitation and Reentry (ADCRR) through the State's e- Procurement System, Arizona Procurement Portal (APP) at https://app.az.gov until the “Bid/Offer Due Date” indicated in The State’s e-Procurement System for the Solicitation No. shown at the top of this page.

LATE BIDS WILL NOT BE CONSIDERED. No extension or grace period will be given for delays or incomplete bids caused by internet connectivity problems, file uploading difficulties, or misunderstanding of the requirements or procedures for online submission in The State’s e-Procurement System.

Submit technical inquiries about navigating and/or submitting bids in the State’s e-Procurement System to the State’s e- Procurement System Help Desk by phone at (602) 542-7600, option 2; or by email to app@azdoa.gov

It is the responsibility of the supplier/offeror to routinely check the APP website for Solicitation Amendments. Additional instructions for preparing an Offer are included in this solicitation.

Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Solicitation contact person. Requests shall be made as early as possible to allow time to arrange for the accommodation.

OFFERORS ARE STRONGLY ENCOURAGED TO CAREFULLY READ THE ENTIRE SOLICITATION.

*An Equal Employment Opportunity Agency*

Table of Contents

Scope of Work 2 Special Terms and Conditions 4 Addendum A 10 Uniform Terms and Conditions 14 Exhibit A 32

Scope of Work

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

1. Introduction

1.1. The Arizona Department of Corrections, Rehabilitation and Reentry (ADCRR) Vision and Mission are to enhance public safety across Arizona through modern, effective correctional practices and meaningful engagements.

1.2. Purpose: The intent of this solicitation is to allow ADCRR to enter into a contract(s) for the procurement of the following specified products, as specified in General Requirements.

1.3. Location: Offeror is requested to provide pricing to furnish and deliver the herein specified services, to the following ADCRR location:

1.3.1. Arizona State Prison Complex Perryville

2105 North Citrus Road Goodyear, AZ 85395

1.3.2. Arizona State Prison Complex - Phoenix

2500 E. Van Buren Street Phoenix, AZ 85008

1.3.3. Arizona State Prison Complex – Tucson

10000 South Wilmot Road Tucson, Arizona 85756

1.3.4. Arizona State Prison Complex – Eyman

4374 E. Butte Avenue Florence, Arizona 85132

2. General Requirements:

2.1. Vendor shall meet the following specifications and requirements:

2.1.1. Ice shall be made from purified drinking water.

2.1.2. Bagged Ice shall be small solid cubes and bagged in seven (7) pound bags.

2.1.3. Block Ice shall be bagged and weigh a minimum of ten (10) lbs.

2.1.4. Ordering shall be done for delivery to be made on an as needed basis based on seasonal demand and the receipt of a purchase order.

2.1.5. Vendor to provide emergency delivery when needed that is outside the normal scheduled delivery days.

Scope of Work

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

2.1.6. Vendor shall complete inside delivery as requested by the Institution and from truck to merchandiser, for ASPC-Perryville as identified in the Scope of Work, Paragraph 2.2., Sub Paragraph 2.2.6.

2.2. Ice Merchandisers shall be provided upon request. A one time delivery fee for merchandisers shall be allowed.

2.2.1. Ice Merchandiser(s) shall be equal to; Leer Model 100, 96” wide X 40” deep, 300 bags capacity.

2.2.2. Vendor shall be responsible for the repair and maintenance of all the ice merchandisers.

2.2.3. Vendor shall replace any ice merchandiser(s) that is not repaired or functional within 5 working days of notice of issues.

2.2.4. Upon request, Vendor shall provide ice merchandisers at no additional cost to the locations identified in the Scope of Work, Paragraph 2.2, Sub Paragraph

2.2.6 if needed.

2.2.5. Ice merchandisers are to be maintained at full capacity.

2.2.6. Vendor shall provide merchandisers at the locations identified below at ASPC- Perryville:

2.2.6.1. ASPC-Perryville Complex Loading Dock

2.2.6.2. ASPC-Perryville Complex Santa Cruz Unit: V Gate

2.2.6.3. ASPC-Perryville Complex San Pedro Unit: Near the Inmate Store

2.2.6.4. ASPC-Perryville Complex Lumley Unit: Kitchen 29

2.2.6.5. ASPC-Perryville Complex Santa Maria Unit: Kitchen 35

2.2.6.6. ASPC-Perryville Complex Piestewa Unit

2.2.6.7. ASPC-Perryville Complex Santa Rosa Unit

2.2.6.8. ASPC-Perryville Complex San Carlos Unit: Vehicle Sally Port

2.3. Upon request, Vendor shall provide refrigerated ice trailer(s) to be delivered and invoiced at a monthly rental fee. A one time delivery fee shall be allowed:

2.3.1. Each refrigerated ice trailer shall hold twenty (20) pallets.

2.3.2. Each pallet shall hold three hundred and six (306) seven (7) pound bags of cubed ice.

Special Terms and Conditions

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

1 Eligible Agencies: Any contract resulting from this solicitation shall be for the exclusive use of the Arizona Department of Corrections Rehabilitation and Re-entry and Arizona Department of Juvenile Corrections.

2 Usage Reports: It is an express condition of any award that the contractor shall provide ADCRR with a quarterly report delineating the number of items by type and the dollar value of acquisitions.

3 Term Of Contract: The term of any resultant Contract shall commence on the date of award or as specified in the award document(s) and shall continue for a period of FIVE (5) years, unless extended, terminated or canceled, as otherwise provided herein.

4 Contract Extension: By mutual written agreement, any resultant Contract may be extended by

(4) supplemental periods of up to 12 months each for a total contract term of 60 months.

5 Press/Publicity: Prior to pursuing any press or publicity regarding these services, the contractor shall work with ADCRR’s Communications Department. ADCRR retains approval rights concerning any such factors.

6 Pricing: The method of compensation governing the Contract shall be a fixed price.

7 Price Increase: The Department may review a fully documented request for a price increase only after the Contract has been in effect for twelve (12) months. A price increase adjustment shall only be considered at the time of a Contract extension and shall be a factor in the extension review process. The Department shall determine whether the requested price increase or an alternate option is in the best interest of the State. The price increase adjustment, if approved, will be effective upon the effective date of the Contract extension.

8 Price Reduction: A price reduction may be offered at any time during the term of the contract and shall become effective upon issuance of a contract amendment.

9 Business Standing A.R.S. § 10-1501: A selected Contractor whose business structure requires that documents be filed regularly with the Arizona Corporation Commission (ACC) must remain in good standing with the ACC during the term of the Contract. An out-of-state firm selected for Contract award must file necessary documents with the ACC as doing business in Arizona prior to execution of the Contract and, throughout the term of the Contract, must remain in good standing with the ACC and the entity where the original documents were filed.

10 Invoicing/Billing Requirements:

10.1 A legible and detailed invoice shall be provided by the Contractor to Accounting at

ADCPayables@azadc.gov or mail to the address below:

Arizona Department of Corrections, Rehabilitation, and Reentry Attn: Account Payable

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

10.2 At a minimum the invoice shall include:

● Department Location’s Name and Address

● Contractor’s Name, Remit to Address and Contact Information

● Contract Number

● Purchase Order Number

● Invoice Number and Date

● Date the items or services were shipped or provided

● Applicable Contract line item

● Applicable taxes

● Total Invoice Amount Due

10.3 Invoices not sent to the proper address or not containing the necessary and required information may delay payment. A contractor whose payments are delayed due to improper invoicing shall make no claim(s) against the Department or the State for late or finance charges.

10.4 The Department will make every effort to process payment(s) within thirty (30 calendar days after acceptance of goods and or services. Delivery of goods and or services does not constitute acceptance.

11 Payments: Automated Clearing House. The Department may pay invoices for some or all Orders through an Automated Clearing House (ACH). In order to receive payments in this manner from the Department, Contractor must complete an ACH 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/publications/forms

12 Independent Status Of The Contractor:

12.1 Personnel actions of employees on the Contractor’s payroll shall be the Contractor's responsibility. The Contractor shall comply with all applicable government regulations related to the employment, compensation and payment of personnel.

12.2 The Department will not be responsible in any way for the damage or loss caused by fire, theft, accident, or otherwise to the Contractor's stored supplies, materials, equipment, or his employee's personal property stored on Department property.

13 Confidentiality Of Records: The Contractor shall establish and maintain procedures and controls, that are acceptable to the Department for the purpose of assuring that no information contained in its records or obtained from the Department or from others in carrying out its functions under the Contract shall be used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting such information should be referred to the Department. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of the Contractor as needed for the performance of duties under the Contract, unless otherwise agreed to in writing by the Department.

14 Compliance with Department Laws, Rules and Regulations: The Contractor shall abide by all formally adopted Department Rules and General Operating Policies and Procedures as applicable for fulfilling the obligations outlined in the Contract. Any allegations of non-compliance with Department Rules, General Operating Policies and/or Procedures, or other Contractor misconduct shall be subject to investigation by the Department and may result in

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Contract termination. The Department’s General Operating Policies and Procedures are available for review upon request.

15 Rules And Regulations

15.1 Attention of the bidders is called to the requirements of the document Rules and

Regulations for Non-Employees of the Department of Corrections in Arizona State Prison Complex, Attachment 3, which are attached herein and which shall be adhered to in all respects.

15.1.1 Exhibit A, Requirements for Contractors is included for informational purposes.

15.2 Should the owner require signatures of other parties such as subcontractor or persons directly or indirectly employed by the contractor, it shall be the contractor's responsibility to obtain such signatures. The signed document must be submitted within ten (10) days of notification of intent to award.

16 Investigations: The ADCRR reserves the right to make investigations, as deemed necessary, to determine the ability of the contractor to perform the specified work. The contractor shall furnish to ADCRR all such information and data for this purpose as may be requested. ADCRR reserves the right to reject any bid if evidence submitted or investigation fails to satisfy the owner that the contractor is properly qualified to carry out the obligations of the solicitation.

Conditional bids shall not be accepted.

17 Notice Warning: Any person who takes into or out of or attempts to take into or out of a correctional facility or the grounds belonging to or adjacent to a correctional facility, any item not specifically authorized by the correctional facility, shall be prosecuted under the provisions of the Arizona Revised Statutes. All persons, including employees and visitors, entering upon these confines are subject to routine searches of their persons, vehicles, property or packages.

Authority: A.R.S. § 13-2501;

A.R.S. § 13-2505;

ADCRR Department Order 708

18 Contraband: Contraband means any dangerous drug, narcotic drug, intoxicating liquor of any kind, deadly weapon, dangerous instrument, explosive or any other article whose use of or possession would endanger the safety, security or preservation of order in a correctional facility or any person therein. (Any other article includes any substance which could cause abnormal behavior, i.e., marijuana, nonprescription medication, etc.)

Promoting prison contraband A.R.S. § 13-2505:

A person, not otherwise authorized by law, commits promoting contraband:

By knowingly taking contraband into a correctional facility or the grounds of such a facility; or

By knowingly conveying contraband to any persons confined in a correctional facility; or

By knowingly making, obtaining, or possessing contraband in a correctional facility.

Promoting Prison Contraband is a Class 5 felony:

Authority: A.R.S. § 13-2501;

A.R.S. § 13-2505;

ADCRR Department Order 708

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

19 Federal Prison Rape Elimination Act 2003: The Contractor shall comply with the Federal Prison

Rape Elimination Act of 2003.

Reference 28 C.F.R. Part 115.

20 Unlawful Sexual Conduct:

20.1 A person commits unlawful sexual conduct by intentionally or knowingly engaging in any act of a sexual nature with an offender who is in the custody of the ADCRR, the Department of Juvenile Corrections, a private prison facility or a city or county jail or with an offender who is under the supervision of either Department or a city or county. For the purposes of this subsection, "person" means a person who:

20.1.1 Is employed by the ADCRR or the Department of Juvenile Corrections.

20.1.2 Is employed by a private prison facility or a city or county jail.

20.1.3 Contracts to provide services with the ADCRR, the Department of Juvenile Corrections, a private prison facility or a city or county jail.

20.1.4 Is an official visitor, volunteer or agency representative of the ADCRR, the Department of Juvenile Corrections, a private prison facility or a city or county jail.

20.2 This section does not apply to a person who is employed by the ADCRR, a private prison facility or a city or county jail or who contracts to provide services with the ADCRR, a private prison facility or a city or county jail or an offender who is on release status if the person was lawfully married to the prisoner or offender on release status before the prisoner or offender was sentenced to the ADCRR or was incarcerated in a city or county jail.

20.3 Unlawful sexual conduct with an offender who is under fifteen years of age is a class 2 felony. Unlawful sexual conduct with an offender who is between fifteen and seventeen years of age is a class 3 felony. All other unlawful sexual conduct is a class 5 felony.

20.4 Unlawful sexual conduct; correctional facilities; classification; Definition A.R.S. §13-1419.

21 INSURANCE REQUIREMENTS: Insurance Requirements. Addendum A to the Special Terms and Conditions: Contractor Insurance Requirements is incorporated herein as part of the Special Terms and Conditions.

22 Eligibility for State or Local Public Benefits; Documentation And Violations: Contractors providing services as an agent the State, shall ensure compliance with A.R.S. § 1-502. A.R.S. § 1-502 requires each person applying or receiving a public benefit to provide documented proof which demonstrates a lawful presence in the United States. The State shall reserve the right to conduct unscheduled, periodic process and documentation audits to ensure Contractor compliance. All available contract remedies, up to and including termination may be taken for failure to comply with A.R.S. § 1-502 in the delivery of services under this Contract.

23 Estimated Quantities: ADCRR anticipates considerable activity resulting from contract(s) that will be awarded as a result of this solicitation; however, no commitment of any kind is made concerning quantities actually acquired and that fact should be taken into consideration by each potential contractor.

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

24 Security: Contractor shall, forty-eight hours prior to starting his work, supply the full names, dates of birth and social security numbers for all his employees and subcontractor employees who may be working at the job-site, to the Institution Business Administrator.

24.1 Contractor will be required to perform all work in conjunction with the Security Unit while on the institutional grounds and shall be responsible for all personnel employed by their firm to ensure that institutional dress codes and overall policies are followed.

25 Permits: Contractor will obtain and pay for all required permits and licenses.

26 Contractor Responsibility: It shall be the responsibility of the contractor to provide his/her own transportation.

27 General Provisions for Services

27.1 Comprehensive Services. Contractor shall provide the comprehensive range of Services for which a price is established in the Contract for ordering by Eligible Agencies and Co- Op Buyers.

27.2 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. Once the Contract Amendment is fully executed, Contractor shall then update all applicable pricing 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 shall include documentation demonstrating that the proposed price for the additional Services is both fair and reasonable and comparable to the original prices.

27.3 Off-Contract Services. Contractor shall ensure that the ordering process for the Services prevents Orders for Services not included in the scope of the Contract (and for which no price or compensation has been established in the Contract) or Services explicitly excluded from the Contract. Notwithstanding that State might have its own internal administrative rules regarding off-contract or excluded ordering of Services, 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.

27.4 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 removed personnel with other personnel that have equivalent qualifications, experience, and capabilities.

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

27.5 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 shall not relieve Contractor of responsibility for correction of any errors discovered subsequently or necessary clarification of any ambiguities.

27.6 Requirements at Location of Services. Contractor personnel shall perform their assigned portions of the Services at the specific location indicated in the Order. Contractor acknowledges that the location might be inside an industrial building, institutional building, or one of various office types and classes.

27.6.1 If performing the Services requires Contractor personnel to work inside a secured perimeter at certain institutional facilities (including but not limited to prisons) where prior clearances are required, Contractor shall contact the facility directly in advance of performing the Services to confirm its current security clearance procedures, allowable hours for work, visitor dress code, and other applicable rules. State shall not pay any additional fees (including but not limited to service charges) or excuse late performance, if Contractor has failed to comply with these requirements.

27.7 Acceptance of Services. State has the right to accept Services subject to acceptance criteria. State may apply acceptance criteria to the Contract or a specific Order, which may include, but are not limited to, accuracy, completeness, conformance to requirements, or quality. State shall not pay Contractor for unaccepted Services, and State may, at its discretion, withhold or make partial payment for any rejected Services, while Contractor is in the process of re-performing or otherwise curing the grounds for State’s rejection.

27.8 Corrective Action Required. Notwithstanding any other guarantees, general warranties, or particular warranties Contractor has given under the Contract, and in addition to any other rights and remedies available under the Contract, if Contractor fails to perform any material portion of the Services including, but not limited to, failure to complete any contractual deliverable or failure to meet agreed-upon service levels or service standards set out in or referred to in the Contract, then Contractor shall perform a root-cause analysis to identify the source of the failure and use all commercially reasonable efforts to correct the failure and meet the Contract requirements as promptly as is practicable.

27.9 Contractor shall provide 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).

27.10 State may demand to review and approve Contractor’s analysis and plans, and Contractor shall make any and all reasonable corrections State instructs and adopt State’s recommendations, including any measures State determines to be necessary for employee or public safety, or the protection of property or the environment.

27.11 Contractor shall take the necessary action(s) to avoid any like failures in the future.

Addendum A to the

Solicitation No. BPM005686

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

1 INDEMNIFICATION:

1.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, 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, 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.

1.2 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.

2 INSURANCE REQUIREMENTS:

2.1 Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.

2.2 The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance.

2.3 Minimum Scope and Limits of Insurance

Contractor shall provide coverage with limits of liability not less than those stated below.

2.3.1 Commercial General Liability (CGL) – Occurrence Form

Policy shall include bodily injury, property damage, and broad form contractual liability coverage.

• General Aggregate $2,000,000

Solicitation No. BPM005686

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

• Products – Completed Operations Aggregate $1,000,000

• Personal and Advertising Injury $1,000,000

• Damage to Rented Premises $50,000

• Each Occurrence $1,000,000

a. The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor.

b. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

2.3.2 Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or nonowned 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.

2.3.3 Workers’ Compensation and Employers' Liability

• Workers' Compensation Statutory

• Employers' Liability o Each Accident $1,000,000 o Disease – Each Employee $1,000,000 o 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

Solicitation No. BPM005686

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services employees for losses arising from work performed by or on behalf of the Contractor.

b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

2.4 Additional Insurance Requirements: The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions:

2.4.1 The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E).

2.4.2 Insurance provided by the Contractor shall not limit the Contractor’s liability assumed under the indemnification provisions of this Contract.

2.5 Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to State of Arizona Department of Corrections, Rehabilitation & Reentry, 701 E. Jefferson St., M/C 55302, Phoenix, AZ 85034.

2.6 Acceptability of Insurers

Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

2.7 Verification of Coverage

Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that Contractor has the insurance as required by this Contract. An authorized representative of the insurer shall sign the certificates.

2.7.1 All such certificates of insurance and policy endorsements must be received by the State before work commences. The State’s receipt of any certificates of insurance or policy endorsements that do not comply with this written agreement shall not waive or otherwise affect the requirements of this agreement.

Solicitation No. BPM005686

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

2.7.2 Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract.

2.7.3 All certificates required by this Contract shall be sent directly to the Department.

The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

2.8 Subcontractors

Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department reserves the right to require, at any time throughout the life of this contract, proof from the Contractor that its subcontractors have the required coverage.

2.9 Approval and Modifications

The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action.

2.10 Exceptions

In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply.

Uniform Terms and Conditions

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

1. Definition of Terms. As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows:

1.1. “Attachment” means any item the Solicitation requires the Offeror to submit as part of the Offer.

1.2. “Contract” means the combination of the Solicitation, including the Uniform and Special Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments.

1.3. "Contract Amendment" means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract.

1.4. “Contractor” means any person who has a Contract with the State.

1.5. “Data” means recorded information, regardless of form or the media on which it may be recorded. The term may include technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

1.6. “Days” means calendar days unless otherwise specified.

1.7. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation generally containing maps, schematics, examples of reports, or other documents that will be used to perform the requirements of the Scope of Work after contract award.

1.8. “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.

1.9. “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.

1.10. “Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract.

1.11. Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements.

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

1.12. “State” means any department, commission, council, board, bureau, committee, institution, agency, government corporation or other establishment or official of the executive branch or corporation commission of the State of Arizona that executes the Contract

1.13. “State Fiscal Year” means the period beginning with July 1 and ending June 30.

1.14. “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 Materials or any Services required for the performance of the Contract.

1.15. “Subcontractor” means a person who contracts to perform work or render Services to a Contractor or to another Subcontractor as a part of a Contract with the State.

2. Contract Interpretation

2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.

2.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it.

2.3. Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the State and as they may be amended, the following shall prevail in the order set forth below:

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits; then

2.3.7. Any other documents referenced or included in the Solicitation including, but not limited to, any Bid or Offer documents provided by the Contractor that do not fall into one of the above categories.

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

2.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract.

2.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract.

2.6. No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding

2.7. No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it.

3. 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 any and all Data and other “records” relating to the acquisition and performance of the Contract for a period of five (5) 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 Nos.

2023-09, 2023-01, 2009-09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. Contractor shall include these provisions in contracts with Subcontractors when required by Federal or State law.

3.3. Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor’s or any Subcontractor’s books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract.

3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection of the facilities or Materials covered under this Contract as required under A.R.S. § 41-2547. 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

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services acceptance of the Materials or Services. If the State determines non-compliance of the Materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.

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, stated in the Contract, or listed on the State’s eProcurement system. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary.

3.6. Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

3.7. Continuous Improvement. Contractor shall recommend continuous improvements on an on-going basis in relation to any Materials and Services offered under the Contract, with a view to reducing State costs and improving the quality and efficiency of the provision of Materials or Services. State may require Contractor to engage in continuous improvements throughout the term of the Contract.

3.8. Other Contractors. State may undertake on its own or award other contracts to the same or other suppliers for additional or related work. In such cases, the Contractor shall cooperate fully with State employees and such other suppliers 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, Materials, Services, or records to State or the other suppliers.

Contractor shall not commit or permit any act that interferes with the State’s or other suppliers’ performance of their work, provided that, State shall enforce the foregoing section equitably among all its suppliers so as not impose an unreasonable burden on any one of them.

3.9. Ownership of Intellectual Property.

3.9.1. Rights In Work Product. All intellectual property originated or prepared by Contractor pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual copyrights, trademarks, trade names, trade secrets, technical communications, records reports, computer programs and other documentation or improvements thereto, including Contractor’s administrative

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services 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.

3.9.2. “Government Purpose Rights” are:

3.9.2.1. 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;

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

3.9.2.3. 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.

3.9.3. “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.

3.9.4. Joint Developments. The Contractor and State 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.

3.9.5. 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:

3.9.5.1. any derivative works of such pre-existing Materials or elements thereof that are created pursuant to the Contract are part of that work product;

3.9.5.2. any elements of derivative work of such pre-existing Materials that was not created pursuant to the Contract are not part of that work product; and

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Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

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

3.9.6. Developments Outside Of Contract. Unless expressly stated otherwise in the Contract, this Section 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. Property of the State. If there are any materials that are not covered by Section 3.9 above created under this Contract, including but not limited to, reports and other deliverables, these materials 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.

3.11. Federal Immigration and Nationality Act. Contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract. Further, 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 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 or debarment of the contractor.

3.12. 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…