BPM006171_Solicitation_Requirements.pdf

Notice of Invitation For Bid Solicitation No. BPM006171 Electronic Gaming Consoles

Arizona Department of Corrections, Rehabilitation & Reentry 701 E. Jefferson Street Phoenix, AZ 85034

Solicitation Number: BPM006171

Description: Electronic Gaming Consoles

Solicitation Due Date and Time: As indicated in APP

Location: All Institutions

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 A to the Special Terms and Conditions____________________________________________13 Uniform Terms and Conditions__________________________________________________ 17 Exhibit A___________________________________________________________________ 34 Exhibit B___________________________________________________________________ 36 https://app.az.gov/ mailto:app@azdoa.gov

Scope of Work

Electronic Gaming Consoles

Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services 701 E. Jefferson Street Phoenix, AZ 85034

Scope of Work

1. Introduction

1.1. Mission: Our mission is 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 the Arizona Department of Corrections, Rehabilitation and Reentry (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 Products to the following ADCRR locations:

See Attachment Exhibit A List of Institutions

2. General Requirements: Contractor shall:

2.1. Provide fixed pricing to Electronic Gaming Consoles as follows:

2.1.1. Current Production model Sony PlayStation 4 (PS4) console or equivalent to include:

● Wireless controller

● HDMI cable

● Mono headset

● Power cable

2.1.2. Current Production model Sony PlayStation 5 (PS5) console or equivalent to include:

● Wireless controller

● HDMI cable

● Mono headset

● Power cable

2.1.3. Current production model Microsoft Xbox Series X console or equivalent to include:

● Microsoft Xbox One wireless controller or equivalent

● HDMI cable

● AC Power cable

2.2. Provide discount off of established catalog price for other consoles, video games and additional accessories as follows:

2.2.1. Other consoles

Scope of Work

Electronic Gaming Consoles

Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services 701 E. Jefferson Street Phoenix, AZ 85034

2.2.2. Video Games compatible with current production consoles

2.2.3. Additional accessories including but not limited to:

● Steering Wheel and Driving Accessories

● Power supplies

Special Terms and Conditions

Electronic Gaming Consoles

Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services 701 E. Jefferson Street Phoenix, AZ 85034

Special Terms and Conditions

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.

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 one year, 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 Purchase Orders: Contractor shall not commence any billable work or provide any Material or Service under this Contract until Contractor receives a purchase order.

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

8 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 ADCRR 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.

9 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.

10 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.

11 Invoicing/Billing Requirements:

11.1 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 701 E. Jefferson Street Phoenix, AZ 85034 mailto:ADCPayables@azadc.gov

Electronic Gaming Consoles

Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services 701 E. Jefferson Street Phoenix, AZ 85034

11.2 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

11.3 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.

11.4 Delivery of goods and or services does not constitute acceptance.

12 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

13 Independent Status Of The Contractor:

13.1 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.

13.2 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 Contractor’s employee's personal property stored on Department property.

14 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.

15 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 https://gao.az.gov/publications/forms

Electronic Gaming Consoles

Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services 701 E. Jefferson Street Phoenix, AZ 85034 in Contract termination. The Department’s General Operating Policies and Procedures are available for review upon request.

16 Rules And Regulations

16.1 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.

16.2 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.

17 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.

18 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

19 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

20 Federal Prison Rape Elimination Act 2003: The Contractor shall comply with the Federal Prison Rape Elimination Act of 2003.

Electronic Gaming Consoles

Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services 701 E. Jefferson Street Phoenix, AZ 85034

Reference 28 C.F.R. Part 115.

21 Unlawful Sexual Conduct:

21.1 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:

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

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

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

21.1.4 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.

21.2 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.

21.3 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.

21.4 Unlawful sexual conduct; correctional facilities; classification; Definition A.R.S.

§13-1419.

22 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.

23 Eligibility For State Or Local Public Benefits; Documentation And Violations: Contractors providing services to 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.

24 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.

Electronic Gaming Consoles

Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services 701 E. Jefferson Street Phoenix, AZ 85034

25 Security: Contractor shall, forty-eight hours prior to starting work, supply the full names, dates of birth and social security numbers for all employees and subcontractor employees who may be working at the job-site, Erica Altigieri, at 602-851-7942, for advance security clearance.

25.1 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.

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

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

28 General Provisions for Materials

28.1 Off-Contract Materials. Contractor shall ensure that the design and/or procedures for the Materials ordering method prevents Orders for items not included in the scope of the Contract (and for which no price or compensation has been established contractually) or specifically 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 12.17 or cancel any such Order under subparagraph 12.18, in either case being without obligation and at Contractor’s expense.

28.2 Compensation for Late Deliveries. Contractor shall have clear, published policies in place regarding late delivery, order cancellation, 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. If late deliveries have been specifically addressed in the Contract, the Contract shall take precedence over any such Contractor policies.

28.3 Indicate Shipping Costs on Order. Contractor shall identify and provide the required substantiating documentation for the amount it intends to add for shipping in the Order acknowledgment if shipping is additional to the contracted price or rate for an item;

otherwise, Contractor shall indicate that shipping is included in the Order price (in other words, every Order must indicate clearly whether or not shipping is included in the Order price, and if not included, how much is to be added and why that amount is the correct or appropriate one).

28.4 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.

28.5 Maintain Comprehensive Selection. Contractor shall provide at all times the comprehensive selection of products for which a price is established in the Contract for ordering by Eligible Agencies, and Co-Op Buyers, if applicable.

Electronic Gaming Consoles

Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services 701 E. Jefferson Street Phoenix, AZ 85034

28.6 Additional Products. State, at its discretion, may modify the scope of the Contract by Contract Amendment to include additional products or product categories so long as they are within the general scope of the ones originally covered by the Contract. Once the Contract Amendment has been fully executed, Contractor shall then update all applicable pricing and make the pricing 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 shall 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 offered to a significant number of buyers compare to the prices or discounts proposed for the additional products.

28.7 Discontinued Products. If a product or groups of products covered by the Contract are discontinued by the manufacturer, Contractor shall notify State within five (5) business days after receiving the manufacturer’s notification. State, at its discretion, may allow Contractor to provide substitutes for the discontinued products or delete the products from the scope of the Contract. The resulting change to the Contract will be formalized by Contract Amendment. Contractor shall then update all applicable pricing and make the pricing 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 any 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.

28.8 Forced Substitutes. The Contractor shall not provide forced substitutions under the Contract; Contractor shall obtain State’s prior written consent before making any discretionary substitution for any product covered by the Contract.

28.9 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, retrieve stored products, and take any other reasonably necessary actions, to implement the recall.

Electronic Gaming Consoles

Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services 701 E. Jefferson Street Phoenix, AZ 85034

28.10 Delivery Time. Unless stated otherwise in the Purchase Order, Contractor shall make delivery within two (2) business days after receiving each Order.

28.11 Delivery Locations. Contractor shall offer deliveries to every location served under the scope of the Contract, specifically

28.11.1 if the Contract is for a single State agency in a single area, then Contractor shall deliver to any agency location in that area;

28.11.2 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;

28.11.3 if the Contract is for cooperative 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

28.11.4 if the Contract is for unrestricted mandatory statewide and cooperative use, then:

28.11.5 Contractor shall deliver to any Eligible Agency or Co-Op Buyer anywhere in Arizona;

28.11.6 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,

28.11.7 if the Purchase Order indicates defined delivery areas and prices, those always apply unless the Order expressly states otherwise and Contractor accepts it.

28.12 Conditions at Delivery Location. Contractor shall verify receiving hours and conditions (e.g. height/weight restrictions, access control, etc.) with the relevant Eligible Agency or Co-Op Buyer for the receiving site before scheduling or making a delivery. Contractor shall make each delivery to the specific location indicated in the Order, which Contractor acknowledges might be inside an industrial building, institutional building, low-rise office building, or high-rise office building instead of a normal receiving dock. Contractor might be required to make deliveries to locations inside a secured perimeter at certain institutional facilities such as prisons where prior clearances are required for each delivery and driver individually. Contractor shall contact each such facility directly to confirm its most current security clearance procedures, allowable hours for deliveries, visitor dress code, and other applicable rules. State shall not pay extra charges for wait time, comebacks, or the like, nor excuse late deliveries if Contractor has failed to comply with this section.

28.13 Materials Acceptance. State has the right to accept Materials subject to a complete inspection on delivery and installation, if installation is Contractor’s responsibility. State may require acceptance criteria, including, but not limited to, conformity to the Contract, workmanship, and quality under the Contract or for a specific Order. Contractor shall remove any rejected Materials from the delivery location, or from any area to which it might have been reasonably necessary to move it, and subsequently deliver an equal

Electronic Gaming Consoles

Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services 701 E. Jefferson Street Phoenix, AZ 85034 quantity of conforming items within a timeframe set by the Eligible Agency or Co-Op Buyer. State shall 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.

28.14 Correcting Defects. Contractor shall, at no additional cost and without entitlement to extension of any delivery deadline or specified time for performance, remove or exchange and replace any defective or non-conforming delivered or installed Materials.

28.15 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.

28.16 If Contractor fails to do so in a timely manner, State will be entitled to exercise its remedies under the Contract, including but not limited to, paragraph 8.5 [Right of Offset] of the Uniform Terms and Conditions.

28.17 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.

28.18 Returns. State may, at its discretion, return for full credit and with no restocking charges, any delivered Materials unused in the original packaging within thirty (30) days after receipt, regardless of acceptance. If State elects to return delivered Materials, then State shall pay delivery costs to return the products to the place from which Contractor shipped them. However, 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 any costs associated with returning the Materials and may, at its discretion, either have those billed directly to Contractor, offset them under paragraph 8.5 [Right of Offset] of the Uniform Terms and Conditions, or take any other appropriate actions under the Contract.

28.19 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. Contractor shall only deliver Materials that are already safe and compliant with the warranties in the Contract Terms and Conditions.

28.20 Hazardous Materials. Contractor shall timely provide State with any “Safety Data Sheets” (SDS) and any other hazard communication documentation required under the United States 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

Electronic Gaming Consoles

Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services 701 E. Jefferson Street Phoenix, AZ 85034

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.

29 General Provisions for Services

29.1 [RESERVED]

30 Data and Information Handling

30.1 [RESERVED]

31 Information Technology Work

31.1 [RESERVED]

Addendum A to the

Solicitation No. BPM006061 Electronic Gaming Consoles

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

Phoenix, AZ 85034

A to the Special Terms and Conditions

1.1 Indemnification Clause

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.

This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

1.2 Insurance Requirements

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

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

1.3 Minimum Scope and Limits of Insurance

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

Solicitation No. BPM006061 Electronic Gaming Consoles

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

Phoenix, AZ 85034

1.3.1 Commercial General Liability (CGL) – Occurrence Form

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

● General Aggregate $2,000,000

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

● Personal and Advertising Injury $1,000,000

● Damage to Rented Premises $50,000

● Each Occurrence $1,000,000

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

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

1.3.2 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 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).

1.4 Additional Insurance Requirements

The policies shall include, or be endorsed to include, as required by this written agreement, Solicitation No. BPM006061 Electronic Gaming Consoles

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

Phoenix, AZ 85034 the following provisions:

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

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

1.5 Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring.

Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number).

1.6 Acceptability of Insurers

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

1.7 Verification of Coverage

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

1.7.1 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.

1.7.2 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

Solicitation No. BPM006061 Electronic Gaming Consoles

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

Phoenix, AZ 85034 renewal, is a material breach of contract.

1.7.3 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. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

1.8 Subcontractors

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

1.9 Approval and Modifications

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

1.10 Exceptions

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

Uniform Terms and Conditions

Electronic Gaming Consoles

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

Phoenix, AZ 85034

Uniform Terms and Conditions

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

1.1. “AI” means the science and engineering of making machines capable of performing tasks that are typically associated with human intelligence, such as learning and problem-solving, and includes without limitation: AI systems, classic AI, external AI, generative AI, and large language model (LLM) AI.

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

1.3. “Contract” means the combination of the Solicitation, including the 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.

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

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

1.6. “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.

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

1.8. “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.

1.9. “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.

1.10. “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.

Electronic Gaming Consoles

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

Phoenix, AZ 85034

1.11. “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.

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

1.13. “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.

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

1.15. “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.

1.16. “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

Electronic Gaming Consoles

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

Phoenix, AZ 85034

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.

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 Parol 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.

Electronic Gaming Consoles

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

Phoenix, AZ 85034

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 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…