Solicitation No. BPM006948 Notice of Request for Quotation (“RFQ”) Reading Fluency Curriculum Training and Related

Material(s) for Inmate Education

Arizona Department of Corrections, Rehabilitation &

Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

NOTICE PAGE

Description:

In accordance with A.R.S. § 41-2535, Procurements Not Exceeding a Prescribed Amount, the Arizona

Department of Corrections, Rehabilitation, and Reentry (“the State”, “ADCRR”), seeks to establish a fixed price term contract(s) for the as needed, when needed purchase(s) of reading fluency curriculum training and related product for inmate education.

In accordance with A.A.C. R2-7-D302(C), only a small business, as defined in R2-7-101 shall be awarded a contract unless any of the following apply:

1. The purchase has been unsuccessfully competed under A.A.C. R2-7-D302(C)(B), including failure to obtain fair and reasonable prices;

2. The agency chief procurement officer has made a written determination that less than three small businesses are registered on the prospective suppliers list; or

3. The agency chief procurement officer has made a written determination prior to issuing a request for quotation that restricting the procurement to small business is not practical under the circumstances

Per R2-7-D304(C)(3), The ADCRR Chief Chief Procurement Officer has made a written determination, prior to issuance of the RFQ, that restricting the procurement to a small business is not practical under the circumstances. A copy of the determination is available in the procurement file.

PROSPECTIVE OFFERORS ARE STRONGLY ENCOURAGED TO READ THE SOLICITATION

DOCUMENTS IN THEIR ENTIRETY BEFORE COMPLETING/SUBMITTING AN OFFER

Offer Submittals:

Offerors responding to the solicitation shall submit the Offer electronically through the State's e-Procurement System, the Arizona Procurement Portal (APP) (https://app.az.gov). The due date and time is indicated in APP as the Bid Opening Date. Late submittals will not be considered. Offers received by the due date and time will be electronically opened. Offers submitted outside of APP, or those that are received after the exact offer due date and time, shall be rejected.

LATE QUOTATIONS WILL NOT BE CONSIDERED.

Any question related to this Request for Quotation shall be submitted utilizing the State’s Discussions tab in the e-Procurement System.

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Table of Contents Reading Fluency Curriculum Training and Related

Material(s) for Inmate Education

Arizona Department of Corrections, Rehabilitation &

Reentry

Table of Contents

SCOPE OF WORK SPECIFICATION SECTION 3

SPECIAL TERMS AND CONDITIONS SECTION 4

UNIFORM TERMS AND CONDITIONS SECTION 5

INSTRUCTIONS TO OFFERORS 0

OFFER AND ACCEPTANCE FORM 21

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Scope of Work Specification Section

Reading Fluency Curriculum Training and Related Material(s) for Inmate Education

Arizona Department of Corrections, Rehabilitation &

Reentry

1. Introduction: The Arizona Department of Corrections, Rehabilitation, and Reentry’s (ADCRR) mission: To enhance public safety across Arizona through modern, effective correctional practices and meaningful engagements.

2. Purpose: ADCRR seeks to establish a fixed price term contract(s) for the as needed, when needed purchase(s) and delivery of Read Naturally Encore II Virtual Training Seminar(s), Encore II reading fluency research-based printed materials audio CD’s, accessory products, or equivalent manufacturer’s products in accordance with the terms, conditions, scope of work/specifications contained herein.

3. Brand Name or Equivalent Specification Type: Any manufacturer’s names, trade names, brand names or catalogue numbers used are done for the purpose of describing and/or establishing the quality, design and performance levels required by the State. Any such references are not intended to limit or restrict alternate services and products but rather are enumerated to specify the needs of the State. Any offer which proposes alternate equal or better quality, design and performance services and products will be considered (see Special Instructions to Offerors for submittal information).

3.1. Alternate brand name services and products offered shall, at a minimum: develop student fluency, phonic, comprehensive and vocabulary through reading written passages with question answer quizzes, and reader time testing methodologies.

3.2. Be compatible with all other line items listed and function as an entire system as the brand name services and product specified and shall be able to perform all of the same functions as the brand name services and product specified.

3.3. Offer shall also submit alternate manufacturer’s descriptive literature with its offer as per solicitation

Scope of Work Specification Section 4.

4. Specification Section: Contractor Shall Provide the, as needed, when needed purchase(s) of;

4.1. Read Naturally Encore II brand name or equivalent - Virtual Training seminar(s) for the ;

4.2. Read Naturally Encore II, brand name or equivalent products. Each level of materials should contain a

Reproducible Master, 1 Audio CD with stories, and a Teacher’s Guide. to include, at a minimum:

4.3. Curriculum to develop student fluency, phonic, comprehension and vocabulary through reading written passages with question answer quizzes, and reader time testing methodologies. be compatible with all other items listed and function as an entire system as the brand name services and product specified.

4.4. Read Naturally Encore II Level(s) 1.0; 1.5; 2.0; 2.5; 3.0; 3.5; 4.0; 4.5; 5.0; 5.6; 6.0; 7.0; and 8.0;

5. Product deliveries shall be made to the following ADCRR location:

701 East Jefferson Street

Phoenix, Arizona 85034

Attn: Qwaye Bright, Education

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Special Terms and Conditions Section

Reading Fluency Curriculum Training and Related Material(s) for Inmate Education

Arizona Department of Corrections, Rehabilitation &

Reentry

1.0 Term of Contract: The Contract shall commence on the date indicated on the Offer and Acceptance and continue for twelve (12) months unless canceled, terminated, or extended as otherwise provided herein.

2.0 Contract Extension (Months): By mutual written contract amendment, this contract may be extended for supplemental periods of up to a maximum of 48 months for a total contract term not to exceed five

(5) years.

3.0 Termination of use based on Total Aggregate Spend: All purchases made under this contract shall not exceed the aggregate total of $100,000.00 as specified under ARS §41-2535. If at any time during the course of the Contract the spend under this Contract reaches $100,000, no new orders shall be placed under the Contract.

4.0 Eligible Agency: This Contract is for the sole use of ADCRR.

5.0 Contract Type/Pricing: Annual term, indefinite quantity, Firm fixed price, type contract.

6.0 Estimated Quantities: No commitment of any kind is made concerning quantities actually purchased during the Contract term.

7.0 Purchase Orders: ADCRR may purchase the specific materials and/or services contractually covered through issuance of contract direct release purchase order(s) issued to the Contractor. No work shall be performed, services provided, and/or products delivered without a duly authorized/issued purchase order(s).

7.1 Any attempt to represent any material and/or service not specifically awarded under contract with the State of Arizona is a violation of the contract and the Arizona Procurement Code. Any such action is subject to all legal and contractual remedies available to the state inclusive of, but not limited to, contract termination, cancellation, suspension and/or debarment of the contractor.

8.0 Deliveries: All deliveries shall be F.O.B. destination to the delivery location(s) specified on the contract release/purchase order(s). The contractor shall retain title and control of all goods until they are delivered, received and contract coverage has been completed. All risk of transportation and all related charges shall be the responsibility of the contractor. All claims for visible and concealed damage shall be filed by the contractor. The State will notify the contractor promptly of any damaged goods and shall assist the contractor in arranging for inspection.

8.1 Deliveries shall be made within 30 days of receipt contract direct release purchase order(s) or as mutually agreed upon in writing by ADCRR and the contractor.

9.0 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.

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Arizona Department of Corrections, Rehabilitation &

Reentry

10.0 Invoicing/Billing Requirements: 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

10.1.1 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

10.1.2 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.

11.0 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

12.0 Price Increase Requests: ADCRR may review a fully documented request for a price adjustment only at the time of contract extension and shall be a factor in the extension review process The request shall be based upon a significant cost burden to the Contractor that was clearly unpredictable at the time of the offer and is directly correlated to the price of the product/service contractually covered. The contractor must provide conclusive evidence of a need for any price increases.

12.1.1 ADCRR needs sufficient time to make a fair and equitable determination in response to the Contractor request for a price adjustment. As a result, a formal request for price adjustment(s) shall be initiated by the Contractor 90 days in advance of the contract extension date in order to allow ADCRR sufficient time to evaluate the requests. Requests sent to ADCRR with less than 90 days may be denied,

12.1.2 ADCRR, at its sole discretion may; a) Approve the request; b) deny the request; c) require additional information concerning the request; or c) pursue any alternate option considered to be in the best interest of the State, inclusive of, but may not be limited to, re-soliciting the requirement. Approvals shall be in the form of an official contract amendment.

13.0 Price Reductions. Price reductions shall be immediately passed along to State and may be submitted in writing to State for consideration at any time during the Contract period. The contractor shall offer

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Reading Fluency Curriculum Training and Related Material(s) for Inmate Education

Arizona Department of Corrections, Rehabilitation &

Reentry

State a price reduction on the Contract product(s) concurrent with a published price reduction made to other customers. The State at its own discretion may accept a price reduction. The price reduction request shall be in writing and include documentation showing the actual reduction of cost. Sales promotions requests shall include differences in pricing, begin, and end date of promotion along with the products covered.

14.0 Independent Status Of The Contractor: 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.

14.1.1 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.

15.0 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.

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

17.0 Rules And Regulations: Contractor’s attention is called to the requirements of the document Rules and Regulations for Non-Employees of the Department of Corrections in Arizona State Prison Complex which are attached herein and which shall be adhered to in all respects.

17.1.1 Should ADCRR require signatures of other parties such as subcontractor(s) 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.

18.0 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.

19.0 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

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Reading Fluency Curriculum Training and Related Material(s) for Inmate Education

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Reentry 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

20.0 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

21.0 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.

22.0 Unlawful Sexual Conduct:

22.1 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:

22.1.1.1Is employed by the ADCRR or the Department of Juvenile Corrections.

22.1.1.2Is employed by a private prison facility or a city or county jail.

22.1.1.3Contracts to provide services with the ADCRR, the Department of Juvenile

Corrections, a private prison facility or a city or county jail.

22.1.1.4Is 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.

22.2 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

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Reentry prisoner or offender was sentenced to the ADCRR or was incarcerated in a city or county jail.

22.3 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.

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

23.0 Eligibility For State Or Local Public Benefits; Documentation And Violations: Contractors providing services as an agent 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.

24.0 Security: If working on site, the 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 onsite at an ADCRR facility. Contact the contract owner to determine the appropriate point of contact to receive this info, for advance security clearance.

24.1 The 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.

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Uniform Terms and Conditions Section

Reading Fluency Curriculum Training and Related Material(s) for Inmate Education

Arizona Department of Corrections, Rehabilitation &

Reentry

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.

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.

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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

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.

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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.

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

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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 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;

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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

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.

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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

Section A.R.S. § 23- 214, Subsection A.

3.13. Offshore Performance of Work involving Data is Prohibited. Any Services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and involve access to Data shall be performed within the defined territories of the United States.

3.14. Protection of State Cybersecurity Interests. The Contractor shall comply with State Executive Order

No. 2023-10, which includes, but is not limited to, a prohibition against (a) downloading and installing of TikTok on all State-owned and State-leased information technology; and (b) accessing TikTok through State information technology.

3.15. Artificial Intelligence (AI) Prohibitions. Consistent with State policy, if Contractor supplies AI Services or Materials (either directly or through Subcontractors or the sale of licenses), such as research, development, training, implementation, deployment, maintenance, provision, or sale of AI systems, then Contractor is prohibited from using State of Arizona Materials or Data in generative AI queries or for building or training proprietary generative AI programs unless explicitly approved in advance by the State in writing.

3.15.1. Contractor shall also disclose the utilization of generative AI before producing works owned by the State and/or integrating generative AI into Materials or Services used by the State.

3.15.2. Contractor shall perform due diligence to ensure proper licensure of model training data for all generative AI services throughout the life of the Contract.

3.16. Certifications Required by State Law.

3.16.1. If Contractor is a Company as defined in A.R.S. § 35-393, Contractor certifies that it is not currently engaged in a boycott of Israel as described in A.R.S. §§ 35-393 et seq. and will refrain from any such boycott for the duration of this Contract.

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3.16.2. The contractor further certifies that it shall comply with A.R.S. § 35-394, regarding use of the forced labor of ethnic Uyghurs, as applicable.

4. Costs and Payments

4.1. Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon receipt and acceptance of Materials or Services, the Contractor shall submit a complete and accurate invoice for payment from the State within thirty (30) days.

4.2. Delivery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319, all prices shall be F.O.B. (“free on board”) Destination and shall include all freight delivery and unloading at the destination.

4.3. Firm, Fixed Price. Unless stated otherwise in the Special Terms and Conditions of the Contract, all prices shall be firm-fixed-prices.

4.4. Applicable Taxes

4.4.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.

4.4.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does not relieve the seller from its obligation to remit taxes.

4.4.3. Tax Indemnification. Contractor and all Subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all Subcontractors to hold the State harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.

4.4.4. IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S. W9 Form on file with the State of Arizona, unless not required by law.

4.5. Availability of Funds for the Next State Fiscal Year. Funds may not presently be available for performance under this Contract beyond the current State Fiscal Year. No legal liability on the part of the State for any payment may arise under this Contract beyond the current State Fiscal Year until funds are made available for performance of this Contract.

4.6. Availability of Funds for the Current State Fiscal Year. Should the State Legislature enter back into session and reduce the appropriations or for any reason and these Materials or Services are not funded, the State may take any of the following actions:

4.6.1. Accept a decrease in price offered by the Contractor;

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4.6.2. Cancel the Contract; or

4.6.3. Cancel the Contract and re-solicit the requirements.

5. Contract Changes

5.1. Amendments. This Contract is issued under the authority of the Procurement Officer who signed this

Contract. The Contract may be modified only through a Contract Amendment within the scope of the

Contract. Changes to the Contract, including the addition of Services or Materials, the revision of payment terms, or the substitution of Services or Materials, directed by a person who is not specifically authorized by the Procurement Officer in writing or made unilaterally by the Contractor are violations of the Contract and of applicable law. Such changes, including unauthorized written

Contract Amendments shall be void and without effect, and the Contractor shall not be entitled to any claim under this Contract based on those changes.

5.2. Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the performance of this Contract without the advance written approval of the Procurement Officer as described in Arizona State Procurement Office Standard Procedure 002. The Contractor shall clearly list any proposed Subcontractors and the Subcontractor’s proposed responsibilities. The Subcontract shall incorporate by reference the terms and conditions of this Contract.

5.3. Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty under this

Contract without the prior written approval of the Procurement Officer. The State shall not unreasonably withhold approval.

6. Risk and Liability

6.1. Risk of Loss. The Contractor shall bear all loss of conforming Materials covered under this Contract until received by authorized personnel at the location designated in the purchase order or Contract.

Mere receipt does not constitute final acceptance. The risk of loss for nonconforming Materials shall remain with the Contractor regardless of receipt.

6.2. Indemnification

6.2.1. Contractor/Vendor Indemnification (Not Public Agency).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

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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 Subcontractor(s) is/are an agency, board, commission or university of the State of Arizona.

6.2.2. Public Agency Language Only. Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers.

6.3. Indemnification - Patent and Copyright. The Contractor shall indemnify and hold harmless the

State against any liability, including costs and expenses, for infringement of any patent, trademark or copyright arising out of Contract performance or use by the State of Materials furnished or work performed under this Contract. The State shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph. If the Contractor is insured pursuant to A.R.S. § 41-621 and §

35-154, this paragraph shall not apply.

6.4. Force Majeure.

6.4.1. Except for payment of sums due, neither the Contractor nor State shall be liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes: acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood, lockouts, injunctions-intervention-acts, failures or refusals to act by government authority, and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence.

6.4.2. Force Majeure shall not include the following occurrences:

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6.4.2.1. Late delivery of equipment, Materials, or Services caused by congestion at a manufacturer’s plant or elsewhere, or an oversold condition of the market;

6.4.2.2. Late performance by a Subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition; or

6.4.2.3. Inability of either the Contractor or any Subcontractor to acquire or maintain any required insurance, bonds, licenses or permits.

6.4.3. If either the Contractor or State is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practicable and no later than the following working day, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be delivered or mailed certified-return receipt and shall make a specific reference to this article, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by Contract Amendment for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this Contract.

6.4.4. Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay or failure is caused by force majeure.

6.5. Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges resulting from antitrust violations to the extent that those violations concern Materials or Services supplied by third parties to the Contractor, toward fulfillment of this Contract.

7. Warranties

7.1. Liens. The Contractor warrants that the Materials supplied under this Contract are free of liens and shall remain free of liens.

7.2. Quality. Unless otherwise modified elsewhere in the Special Terms and Conditions, the Contractor warrants that, for one (1) year after acceptance by the State of the Materials, they shall be:

7.2.1. Of a quality to pass without objection in the trade under the Contract description;

7.2.2. Fit for the intended purposes for which the Materials are used;

7.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and quality within each unit and among all units;

7.2.4. Adequately contained, packaged, and marked as the Contract may require; and

7.2.5. Conform to the written…