Request for Proposal (“RFP”) under A.R.S. § 41-2534

Notice Page

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

Phoenix, AZ 85034

Solicitation Number: BPM007015

Description: Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Solicitation Due Date and Time: October 29, 2025 at 3:00 PM AZ MST

Proposals will only be accepted online in the “State’s eProcurement System”, Arizona Procurement Portal (APP), at https://app.az.gov until the “Bid/Offer Due Date” indicated in the “State’s eProcurement System” for the Solicitation No. shown at the top of this page.

Proposals must be in the State Procurement Office’s possession online no later than that deadline.

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

LATE PROPOSALS WILL NOT BE CONSIDERED. No extension or grace period will be given for delays or incomplete proposals caused by internet connectivity problems, file uploading difficulties, or misunderstanding of the requirements or procedures for online submission in the “State’s eProcurement System”.

It is the responsibility of the Prospective 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.

Solicitation Requirements | Revision No. 8 | Revised 03-24 | Page 1 of 71 https://app.az.gov/

Table of Contents under A.R.S. § 41-2534 Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation &

Reentry

Notice Page

Table of Contents

Solicitation Summary 3

Scope of Work 5

Special Terms and Conditions 11

Addendum A to the Special Terms and Conditions; Insurance Requirements 44

Addendum B to the Special Terms and Conditions 50

Uniform Terms and Conditions 10.5 55

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Click here to return to the Table of Contents

Solicitation Summary

Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

1. What is the State Soliciting?

The Arizona Department of Corrections, Rehabilitation, & Reentry (ADCRR), as authorized under A.R.S. § 41-2501 et seq. is seeking to establish one or more single-agency Contracts on behalf of the Arizona Correctional Industries (ACI), and for their sole use, for the procurement of the specified Enterprise Resource Planning (ERP) System.

The State anticipates awarding contract(s) with the intent to secure service coverage statewide.

Whether or not it actually enters into any contracts, how many contracts it enters into, and how the work is awarded between those contracts are all at the State’s discretion. Furthermore, the State will use any awarded contracts on an as-needed basis, with no guarantee as to its actual spending under them.

The State reserves the right to accept any item or combination of items specified in the Solicitation, unless the Offeror expressly restricts an item or combination of items in its Offer, and conditions its response on receiving all items for which it provided a proposal. In the event of such restriction, the State will evaluate if an award on such a basis will result in the best value and is in the best interest for the State. The State may otherwise determine, at its sole discretion, that such restriction is non-responsive and deem the Offeror ineligible for further evaluation.

2. What is in the Solicitation?

2.1. At the time of publication, the following documents are included in the Solicitation:

2.1.1. Attachment: BPM007015 Solicitation Requirements

2.1.1.1. Notice / Cover Page

2.1.1.2. Table of Contents

2.1.1.3. Solicitation Summary

2.1.1.4. Scope of Work

2.1.1.5. Special Terms and Conditions

2.1.1.6. Addendum A to the Special Terms and Conditions

2.1.1.7. Addendum B to the Special Terms and Conditions

2.1.1.8. Uniform Terms and Conditions

2.1.2. Attachment: BPM007015 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Standard Instructions to Offerors (RFP)

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Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

2.1.3. Solicitation Attachments

2.1.3.1. Offer and Acceptance

2.1.3.2. Proposed Subcontractors

2.1.3.3. Confidential Information Designation

○ Confidential Information Designation (for reference only)

2.1.3.4. Conformance Statements and Exceptions Requests

2.1.3.5. AZ Baseline Infrastructure Security Controls

2.1.3.6. Prerequisite Assessment of Arizona Baseline Infrastructure Security

Controls

2.1.3.7. Key Personnel

2.1.3.8. Method of Approach

2.1.3.9. Experience and Capacity Response

2.1.3.10. Pricing Sheet

2.2. The State may issue a Solicitation Amendment at any time after Solicitation publication and before the Offer due date. It is the responsibility of the Prospective Offeror to routinely check the APP website for any Solicitation Amendments and revised documents.

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Scope of Work

Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

1. Purpose and Background

1.1. The purpose of this Solicitation is to establish the Arizona Department of Corrections, Rehabilitation, and Reentry (ADCRR), to enter into a contract for the Arizona Correctional Industries (ACI) entity for the procurement of the specified Enterprise Resource Planning (ERP) System, as identified in this Scope of Work.

1.2. Location: Offeror is requested to provide methodology and pricing to furnish and deliver the herein specified Scope of Work to the following ACI location:

1.2.1. Arizona Correctional Industries

4441 E. McDowell Road Phoenix, AZ 85008

2. Scope of Work, Contractor shall;

2.1. Provide experience with at least four (4) Enterprise Resource Planning (ERP) implementations for large Correctional Industry environments.

2.2. Describe adaptations available to support inmate labor, secure access, and dual workforce environments in a Correctional Industries environment.

2.3. Provide system functionality that allows the following, but not limited to;

2.3.1. Role-based access controls to differentiate inmate and civilian user functions for segregation of duty purposes.

2.3.2. Track inmate work hours, educational hours, certifications, and training program participation.

2.4. Provide a methodology of how a secure, configurable, and Correctional Industries ERP system can support the full operational, financial, and rehabilitative mission of ACI to include the following:

2.4.1. The system must support both on-premise and cloud deployments.

2.4.2. Be capable of serving a multi-facility manufacturing and service environment with embedded workforce development functions.

2.5. Design the System, Configuration and Deployment to include but not limited to the following:

2.5.1. Design a modular ERP system with functionality across:

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Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

2.5.1.1. Sales and order management;

2.5.1.2. Inventory control and warehouse management;

2.5.1.3. Advanced planning and scheduling;

2.5.1.4. Manufacturing and shop floor execution;

2.5.1.5. Bill of materials and product routing;

2.5.1.6. Inmate labor tracking, education, credentialing;

2.5.1.7. Procurement and vendor management;

2.5.1.8. Financial management and reporting;

2.5.1.9. Customer Relationship Management (CRM);

2.5.1.10. Fixed asset management and preventative maintenance; and

2.5.1.11. Electronic Data Interchange (EDI), eCommerce, and document control modules.

2.6. Configure System Integration to include the following:

2.6.1. PowerBI Integration;

2.6.2. Government Payroll;

2.6.3. Government Account Software;

2.6.4. Inmate Management Systems;

2.6.5. Warehouse and Inventory tools; and

2.6.6. Service Contract Management tools.

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Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

2.7. Deploy and Customize a Workflow Automation as identified below;

2.7.1. Create, identify and implement custom workflows specific to ACI, to include the following:

2.7.1.1. Custom work orders per customer;

2.7.1.2. Multi-shop production tracking;

2.7.1.3. Internal inter-shop transfers;

2.7.1.4. Approval hierarchies for purchasing and production;

2.7.1.5. Automated financial closing entries; and

2.7.1.6. Include built-in tools or integrations that allow ACI to automate routine processes and customize workflows without requiring advanced programming knowledge.

2.8. Provide Data Migration to include the following:

2.8.1. Assess and migrate data from current legacy platforms.

2.8.2. Clean and validate data, ensuring continuity of:

2.8.2.1. Work orders;

2.8.2.2. Inmate labor logs;

2.8.2.3. Production and customer history;

2.8.2.4. Bill of materials and routings;

2.8.2.5. Customer account contact information; and

2.8.2.6. Financial Statements.

2.9. Ensure Security and Compliance:

2.9.1. Comply with Arizona’s state security standards;

2.9.1.1. Offer both cloud-based and on-premise options; and

2.9.1.2. Provide detailed documentation of security policies, role-based access, and user audit logs.

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Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

2.10. Submit Reporting, Analytics and Dashboards to:

2.10.1. Deliver customizable real-time dashboards by role;

2.10.2. Support export formats (CSV, Excel, PDF) and integrations with other tools;

and

2.10.3. Offer built-in Key Performance Indicators (KPI) tracking and customizable executive reports.

2.11. Provide User Training and Support to:

2.11.1. Deliver comprehensive user training for ACI and designated trainers as determined by end user in discussion with the vendor based on the need (on-site/vendor location/on-line);

2.11.2. Create role-specific user guides (including inmate users, where applicable);

and

2.11.3. Offer post-implementation support period for the duration of the contract.

2.12. Identify Project Manager and Timeline:

2.12.1. Assign a dedicated project manager with prior Correctional Industries ERP implementation experience.

2.12.2. Provide a detailed project timeline including milestones for:

2.12.2.1. Discovery and Design;

2.12.2.2. Configuration and Pilot;

2.12.2.3. Full Migration;

2.12.2.4. System Deployment; and

2.12.2.5. Ongoing Maintenance & Support.

2.13. Provide Value Added Modules for;

2.13.1. Mobile-friendly warehouse/shop tools (Kiosks, Key card systems, etc.);

2.13.2. Human Resources (HR) modules for performance and credential tracking; and

2.13.3. Logistics and Fleet Management.

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Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

2.14. Mandatory Requirements:

2.14.1. Offerors are required to complete the AZRAMP Level 1 Prerequisite Control

Sheet, Attachment No. 5, Arizona Baseline Infrastructure Security Controls, (https://azdohs.gov/sites/default/files/azramp-level-1-prerequisite-control-sheet _0.xlsx) and submit as part of their Offer. Arizona Department of Homeland Security (AZDOHS) Cyber Command will evaluate and rank submitted Arizona Baseline Infrastructure Security Controls for completeness, attention to detail, and understanding of National Institute of Standards and Technology (NIST) security controls and framework. AZDOHS Cyber Command will forward assessment results and recommendations to the Procurement Officer. Results of these IT security control reviews are for internal use only and will not be shared with responding bidders, though the results may be used by the Procurement Officer to determine Offeror susceptibility for award.

2.14.2. Pursuant to State Data Classification Policy P8110, and the Data classification defined in the Special Terms and Conditions, the Contractor will have access to the following type of Data as part of its work under the Contract:

☐ Public State Data (AZRAMP 125 / NIST Low Impact) ☐ Confidential State Data (AZRAMP 325 / NIST Moderate Impact)

3. ACI Shall for the following;

3.1. System Access & Documentation:

3.1.1. Provide the Contractor with access to technical documentation, Application

Programming Interface (API) specs, and data dictionaries for ACIS, AZ360, and any other government systems.

3.1.2. Facilitate credentials or sandbox/test environments where available.

3.2. Point of Contact & Coordination:

3.2.1. Designate ACI staff (technical lead + business lead) to coordinate with the

Contractor’s team.

3.2.2. Provide timely responses to the Contractor’s inquiries and review deliverables.

Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 9 of 71 https://azdohs.gov/sites/default/files/azramp-level-1-prerequisite-control-sheet_0.xlsx https://azdohs.gov/sites/default/files/azramp-level-1-prerequisite-control-sheet_0.xlsx https://azdohs.gov/information-security-policies-standards-and-procedures

Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

3.3. Data Ownership & Governance:

3.3.1. Maintain responsibility for inmate data accuracy and governance.

3.3.2. Provide the Contractor with sample/test data for development and integration testing.

3.4. Hardware/Infrastructure (if applicable):

3.4.1. Provide server environments, hosting platforms, or network access as agreed.

3.4.2. Maintain internal IT systems that the Contractor will integrate with.

3.5. Security & Compliance Oversight:

3.5.1. Establish and communicate security/compliance requirements.

3.5.2. Provide ongoing monitoring and access review for inmate vs. civilian accounts.

3.6. Change Management & Training Support

3.6.1. Manage internal communication and user adoption within ACI.

3.6.2. Provide staff (not Contractor) for inmate workforce training, certification management, and day-to-day support.

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Special Terms and Conditions

Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

1. Definition of Terms: As used in the Contract, the terms listed below are defined as follows:

1.1. Acceptance: The document titled “Offer and Acceptance Form” bearing the state contract number once Procurement Officer has signed it to signify (1) State’s formal acceptance of the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not to be confused with the term “acceptance” used throughout the Contract in the context of delivery, inspection, etc., with respect to Materials or Services.

1.2. Accepted Offer:

1.2.1. If the State did not request a Revised Offer, then “Accepted Offer” means the

Initial Offer.

1.2.2. If the State requested a Revised Offer but not a Best and Final Offer, then “Accepted Offer” means the latest Revised Offer.

1.2.3. If the State requested a Best and Final Offer, then “Accepted Offer” means the

Best and Final Offer.

1.3. “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.

1.4. Arizona Procurement Code: The Arizona Procurement Code consists of Arizona

Revised Statutes (A.R.S.) §§ 41-2501 et seq. and Arizona Administrative Code (A.A.C.)

R2-7-101 et seq. There is additional information in the Solicitation Instructions regarding how to access these state statutes and rules.

1.5. Arizona Risk and Authorization Management Program (AZRAMP): is used by the

Arizona Department of Homeland Security to evaluate Cloud services and Contractors that will transfer, process, or store state data outside of state-managed or controlled networks, and has three levels of control review:

1.5.1. AZRAMP Level 1 Prerequisite: 35 Controls

1.5.2. AZRAMP Level 2 Low Impact: Public Data Classification

1.5.3. AZRAMP Level 3 Moderate Impact: Confidential Data Classification

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Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

1.6. Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona

Department of Revenue (DOR) website at: https://azdor.gov/transaction-privilege-tax-tpt.

1.7. Attachment. Any item that:

1.7.1. The Solicitation required Offeror to submit as part of the Offer (e.g., Initial Offer, Revised Offer, or Best and Final Offer);

1.7.2. Was attached to an Offer when submitted; and

1.7.3. Was included in the Accepted Offer.

1.8. Cloud Services: Cloud or Cloud Services means any Software as a Service (SaaS), Infrastructure as a Service (IaaS), or Platform as a Service (Paas) involving the transfer, processing, or storage of state Data outside the control of state-managed and controlled networks.

1.9. Contract Terms and Conditions: The Special Terms and Conditions and the Uniform

Terms and Conditions taken collectively.

1.10. Contractor: The Person identified on the Accepted Offer who has entered into the Contract with the State.

1.11. Contractor Indemnitor: Contractor or any of its owners, officers, directors, agents, employees, or Subcontractors.

1.12. Data Breach: Data Breach is used herein as defined as stated in A.R.S. Title 18, chapter 5, article 4 (Data Security Breaches), or in any relevant state or federal standard, to indicate an unauthorized acquisition of and unauthorized access that materially compromises the security or confidentiality of unencrypted and unredacted computerized personal information maintained as part of a database of personal information regarding multiple individuals.

1.13. Eligible Agency:

1.13.1. If the Special Terms and Conditions indicate that the Contract is a

“single-agency” contract, then “Eligible Agency” means the particular State of Arizona agency, university, commission, or board identified therein.

1.13.2. If the Special Terms and Conditions indicate that the Contract is a mandatory statewide contract, then “Eligible Agency” means any State of Arizona department, agency, university, commission, or board.

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Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

1.13.3. If the Special Terms and Conditions indicate that the Contract is a “cooperative” contract available for use by Co-Op Buyers, then “Eligible Agency” means any State of Arizona department, agency, university, commission, board, or any Co-Op Buyer.

1.14. Federal Risk and Authorization Management Program (FedRAMP): A federal government program that provides a standardized approach to security assessment, authorization, and continuous monitoring specifically for Cloud products and services relied upon by federal entities that store, process and transmit federal information.

1.15. Instructions to Offerors: The Solicitation Instructions document of the Solicitation.

1.16. NIST: NIST is the National Institute of Standards and Technology. For more information, see https://www.nist.gov/.

1.16.1. NIST Low Impact: If a Contractor may process, transmit, or store Public State Data (per State Data Classification Policy P8110), metadata, and/or Data that may be released to the public that requires no additional levels of protection during its work under the Contract, or as directed by the State Chief Privacy Officer (Arizona Department of Homeland Security Governance, Risk, and Compliance team), then the Contractor shall comply with NIST Low Impact security controls.

1.16.2. NIST Moderate Impact: If a Contractor may process, transmit, or store

Confidential State Data (per State Data Classification Policy P8110) or metadata during its work under the Contract, then the Contractor shall comply with NIST Moderate Impact security controls.

1.17. Order: The instrument by which the Eligible Agency or Co-Op Buyer authorizes a

Contractor to perform some or all of the Work. Whether the Contract will have one Order or many Orders depends on the scope of the Contract and how the State will use it. The Special Terms and Conditions provide that information. Any of the following are construed as an “Order”: “Purchase order,” “task order,” “service order,” or “job order”.

1.18. State’s eProcurement System: The State’s official electronic procurement system, established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of Administration State Procurement Office policy document Technical Bulletin No. 020, The State’s eProcurement System–The Official State eProcurement System. Technical Bulletin No. 020 is available online at:

https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf

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Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

1.19. State: With respect to the Contract generally, “State” means the State of Arizona and its department, agency, university, commission, or board that has executed the Contract.

With respect to administration or rights, remedies, obligations and duties under the Contract for a given Order, “State” means each Eligible Agency or Co-Op Buyer who has issued the Order.

1.20. State Indemnitees: Collectively, the State of Arizona, its departments, agencies, universities, commissions, and boards and, and their respective officers, agents, and employees.

1.21. StateRAMP: A non-profit organization that provides a uniform approach to verifying that the cybersecurity of Cloud service providers (CSPs) meets the standards and regulations needed to do business with state and local governments.

1.22. Work: The totality of the Materials and the Services and all the acts of administration, creation, production, and performance necessary to fulfill and incidental to fulfilling all of Contractor's obligations and duties under the Contract in conformance with the Contract and applicable laws.

2. Contract Interpretations

2.1. Usage. Where the Contract:

2.1.1. assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a reference to the Contractor and all Subcontractors, whether they are first-tier Subcontractors, sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-consultants, as well as all of Contractor’s and the Subcontractor’s respective agents, representatives, and employees in every instance unless the context plainly requires that it is a reference only to Contractor as apart from Subcontractors.

2.1.2. uses the permissive “may” with respect to a party’s actions, determinations, etc., the terms is to be interpreted as in A.A.C. R2-7-101(32) [Definitions]. For clarity of intent, any right given to State using “State may” or a like construction denotes discretion and freedom to act so far as any regulatory or operative constraints permit in the relevant circumstances, provided that: (a) where written “may, at its discretion,” the discretion extends to whatever is most advantageous to State; and (b) where written only as “may,” the discretion is constrained by what is fair, reasonable, and as accommodating of the respective best interests of both parties as practicable under the circumstances;

2.1.3. uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to be interpreted as in A.A.C. R2-7-101(44) [Definitions]. Conversely, the phrase “shall not” is to be interpreted as an imperative prohibition.

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Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

2.1.4. uses the term “must” with respect to a requirement, criterion, etc., the term is to be interpreted as conveying compulsion or strict necessity;

2.1.5. uses the term “might” with respect to an event, outcome, action, etc., the term is to be interpreted as conveying contingency or non-discretionary conditionality; and

2.1.6. uses the term “will” or the phrases “is to be” or “are to be” with respect to an event, outcome, action, etc., the term or phrase is to be interpreted as conveying such certainty or imperativeness that “shall” is either unnecessary or irrelevant in that instance.

2.2. Contract Order of Precedence

2.2.1. Complementary Documents. All of the documents forming the Contract are complementary. If certain work, requirements, obligations, or duties are set out only in one but not in another, Contractor shall carry out the Work as though the relevant Work, requirements, obligations, or duties had been fully described in all, consistent with the other documents forming the Contract and as is reasonably inferable from them as being necessary to produce complete results.

2.2.2. Conflicts. In case of any inconsistency, conflict, or ambiguity among the documents forming the Contract and their provisions, they are to prevail in the following order, descending from most dominate to most subordinate, provided that, among categories of documents or provisions having the same rank, the document or provision with the latest date prevails. Information being identified in one document, but not in another, is not to be considered a conflict or inconsistency.

2.2.2.1. Contract Amendments;

2.2.2.2. The final Solicitation Documents, in the following order:

(1) Special Terms and Conditions;

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

(4) Scope of Work;

(5) Exhibits to the Scope of Work;

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Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

(6) Specifications; and

(7) Any other documents referenced or included in the Solicitation;

2.2.2.3. Orders, in reverse chronological order; and

2.2.2.4. Accepted Offer.

2.2.3. Attachments and Exhibits. For clarity of intent, if an item was an Attachment in the Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was subsequently made into an Exhibit, or its content was incorporated into one of the other Contract documents, then that Attachment no longer exists contractually as an “Attachment” since it has at that point been made into some other Contract document. In every other case, an Attachment and the Offeror Data therein remain part of the Accepted Offer for purposes of precedence and contractual effect.

3. Contract Administration and Operation

3.1. Term of Contract. The term of the Contract will commence on the date indicated on the

Acceptance and continue for twelve (12) months unless canceled, terminated, or permissibly extended.

3.2. Contract Extensions. State may at its discretion extend the initial Contract term in increments of one (1) or more months and do so one or more times, provided that the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of five (5) years.

3.3. Notices and Correspondence

3.3.1. To Contractor. State shall address all Contract correspondence other than formal notices to the email address indicated as “Default for Type” for “General Mailing Address” in Contractor’s corresponding State’s eProcurement System Vendor Profile; and address any required notices to Contractor to the “Contact Name and Title” at the “Mailing Address” indicated on the Accepted Offer, as that address might have been amended during the term of the Contract.

3.3.2. To State. Contractor shall address all Contract correspondence other than formal notices to the email address indicated in “Contact Instructions” in the State’s eProcurement System Summary for State; and address any required notices to State via email to the Procurement Officer identified as “Purchaser” in the State’s eProcurement System and via mail to the following mailing address:

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Solicitation No. BPM007015

Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

Arizona Department of Corrections, Rehabilitation, & Reentry 701 W. Jefferson Street or emailed to the contract owner identified in the Arizona Procurement Portal.

3.4. Signing of Contract Amendments. Contractor’s counter-signature (or “approval” in the State’s eProcurement System, in the case of an amendment) is not required to give effect if the Contract Amendment only covers either:

3.4.1. extension of the term of the Contract within the maximum aggregate term; or

3.4.2. modifications of a clerical nature that have no effect on terms, conditions, price, scope, or other material aspect of the Contract.

In every case other than those listed in 3.4.1 and 3.4.2 above, both parties’ signatures (or “approval” in the State’s eProcurement System in the case of an Amendment) are required to give it effect.

3.5. Click-through Terms and Conditions. If either party uses a web-based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any software based ordering system with respect to the Contract (each an “Electronic Ordering System”), the parties acknowledge and agree that an Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract. Accordingly, where an authorized State user is required to “click through” or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering System, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any Materials or Services, those terms and conditions will also be void.

3.6. Books and Records

3.6.1. Retain Records. In addition to the audit rights detailed in the Uniform Terms and Conditions, State also requires that, pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to any cost and pricing Data submitted in satisfaction of § 41-2543 for the period specified in the statute.

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Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

3.6.2. Usage Information. Additionally, any and all information (including, but not limited to, documentation or Data) related to Eligible Agency and Co-Op Buyer usage retained solely within the Contractor’s system (for example, related to punch-out or Contractor catalog sales) shall be considered public information or information that can be shared with and distributed by the State freely and for any purpose under the State’s government purpose rights detailed in Section 3 of the Uniform Terms and Conditions [Ownership of Intellectual Property]. Any modifications to this Contract notwithstanding, the State shall have free use of any and all information related to Eligible Agency or Co-Op Buyer purchasing.

Upon request by the State, Contractor shall promptly provide the State with any usage information requested and shall not attempt to limit the State's use in any way.

3.6.3. Right To Audit. The retained books and records are subject to audit by the

State during that period. Pursuant to A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to performance under the Contract for the period specified in the statute and those retained books and records are subject to audit by State during that period.

3.6.4. Auditing. Contractor or Subcontractor shall either make all such books and records under subparagraphs 3.6.1 and 3.6.2 available to State at all reasonable times or produce the records at a designated State office on State’s demand, the choice of which being at State’s discretion. For the purpose of this paragraph, “reasonable times” are during normal business hours and in such a manner so as to not unreasonably interfere with normal business activities.

3.7. Subcontract

3.7.1. Initial list. At the time of Contract execution, Contractor’s candidate

Subcontractors were identified in Attachment Proposed Subcontractors to the Accepted Offer [Proposed Subcontractors]. Agreeing to them being included in the Accepted Offer signified Procurement Officer’s advance consent for Contractor to enter into a Subcontract with each candidate, which Contractor shall do as promptly as necessary to ensure its ability to carry out the Work in a timely manner.

3.7.2. Additional names. Contractor shall not enter into a Subcontract to perform

Work under the Contract, without first obtaining Procurement Officer’s written consent with any prospective Subcontractor that (a) was not listed on the Attachment Proposed Subcontractors at time of Contract execution or (b) is for any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), the Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement

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Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it.

Approval of additional subcontractors shall be added to the Contract by a bilateral Contract Amendment.

3.7.3. Flow-down. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as appropriate. When making any post-execution consent requests, Contractor shall include its warrant that it will do the same for the pending Subcontracts covered by the request. Entering into Subcontracts will not relieve Contractor of any of its obligations or duties under the Contract, including, among other things, the duty to supervise and coordinate the work of Subcontractors.

Nothing contained in any Subcontract will create or is to be construed as creating any contractual relationship between State and the Subcontractor.

3.8. Orders

3.8.1. Order Sufficiency. The Contract was awarded in accordance with the Arizona

Procurement Code; the transactions and procedures required by the Arizona Procurement Code for competitive source selection have been met. An Order issued that cites the correct State contract number will suffice to authorize the Contractor to provide the Materials and perform the Services covered by that Order.

3.8.2. Order Terms. All Orders are subject to the Contract Terms and Conditions; an

Order cannot modify the Contract Terms and Conditions. Any Contractor terms added to quotes or otherwise unilaterally added to Eligible Agency or Co-Op Buyer Orders are null and void.

3.8.3. Orders are Obligatory. Until the expiration or earlier termination of the Contract, State may issue and Contractor shall accept Orders that make proper reference to the Contract and are permissible hereunder, provided that, Contractor is not obliged to accept any Order that is not consistent with the then-current pricing, lead times, specifications, or payment provisions of the Contract. Contractor shall fulfill and complete any Orders that are begun but not yet completed as of expiration or earlier termination of the Contract unless State instructs otherwise at the time.

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Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

3.8.4. No Minimums or Commitments. (a) Contractor shall not impose any minimum dollar amount, item count, services volume, or services duration on Orders; (b) State makes no commitment of any kind concerning the quantity or monetary value of activity actually initiated or completed during the term of the Contract;

(c) Contractor shall only deliver or perform as authorized by Orders; and (d) State is not limited as to the number of Orders it may issue for the Contract. For clarity of intent, the foregoing applies equally whether an Eligible Agency issues the Order or, if applicable, a Co-Op Buyer issues it.

3.8.5. Non-contracted Materials or Services. Any attempt to knowingly represent for sales, marketing, or related purposes that Materials or Services not specifically awarded are under a State contract is a violation of the Contract and law.

3.9. Order Cancellations. State may cancel Orders within a reasonable period after issuance and at its discretion. The same method used for ordering will be used for cancellation.

3.9.1. If State cancels an Order, then State shall:

3.9.1.1. pay Contractor for any portion of the Materials and Services from that Order that have been properly delivered or performed as of the cancellation effective date; and

3.9.1.2. reimburse Contractor for actual, documented costs incurred in fulfilling the Order up to the cancellation effective date and the cost of any obligations incurred in fulfilling the Order up to the cancellation effective date that demonstrably cannot be canceled or that have pre-established cancellation penalties specified in the relevant Subcontracts, to the extent the penalties are reasonable and customary for the work in question.

3.9.2. Contractor shall not charge or be entitled to charge State for any new costs it incurs after receiving the cancellation notice; State is not liable for any Materials that were produced, shipped, or delivered, or Services that were performed before Contractor had acknowledged the corresponding Order.

3.9.3. State shall also be able to cancel Orders freely and without any further obligation at any time prior to Contractor’s formal acknowledgement of the Order.

3.10. This contract is a single-agency contract for the sole use of ADCRR.

3.10.1. Contractor shall acknowledge each Order from Eligible Agencies within one (1) business day after receipt by either: (a) “approving” the Order electronically in the State’s eProcurement System, which will indicate Contractor’s unqualified acceptance of the Order as‑issued; or (b) “rejecting” the Order electronically in

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Arizona Department of Corrections, Rehabilitation & Reentry the State’s eProcurement System, with a concurrent explanation by email to relevant originator as to the reason for rejecting it. By way of reminder, the only grounds on which the Contractor may reject or refuse an Order are those set out in subparagraph 3.8.3 [Orders are Obligatory]. Unless and until Contractor has approved the Order in the State’s eProcurement System, it will have no effect under the Contract and will not oblige either State or Contractor. If the relevant Eligible Agency explicitly instructs at the time that a verbal acceptance is sufficient because of urgency or other unusual circumstances and Contractor duly gives its verbal acceptance, then Contractor will be deemed to have accepted the Order immediately upon commencing performance, provided that, Contractor must follow-up its verbal acceptance by accepting the Purchase Order electronically in the State’s eProcurement System within three (3) business days. Contractor shall thereafter be barred from subsequently rejecting the Order in the State’s eProcurement System and if it does so the rejection will be void.

3.11. Multiple-Use Provisions. Eligible Agencies may issue Orders for Services in several forms, all of which become final and effective by a Purchase Order in the State’s eProcurement System. Orders issued by Co-Op Buyers will be in whatever form the Co-Op Buyer normally uses. Regardless of origin, Orders must cite the State contract number to be valid. State may, at its discretion in each instance, determine the scope, schedule, and price for each Order in any of the following ways:

3.11.1. By choosing some or all of the Materials or Services items covered by the

Contract for which a price is established in the Contract, then preparing an Order using those prices (e.g. filling out an order form), and sending it to the Contractor;

3.11.2. By instructing Contractor to provide a comprehensive proposal of item quantities, combinations, etc., or services hours, personnel, etc., for a defined scope using those established prices as a basis, then validating and negotiating the proposal with Contractor and issuing an Order if and when reaching agreement;

3.11.3. As described in 3.11.2 above but requesting the proposal from both Contractor and other vendors who are contracted within the applicable scope categories and locations, either sequentially or concurrently, then selecting the proposal or proposals combination that is most advantageous to State; or

3.11.4. As described in 3.11.3 above but introducing ad-hoc commercial competition by making the selection and ordering conditional on obtaining more favorable prices than the contractually-established ones.

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Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

3.12. Work on State Premises

3.12.1. Compliance With Rules. Contractor is responsible for ensuring that its personnel comply with State’s rules, regulations, policies, documented practices, and documented operating procedures while delivering or installing Materials or performing Services on State’s grounds or in its facilities. For clarity of intent, the foregoing means that if Contractor is required to comply with certain security requirements in order to deliver, install, or perform at that particular location, then it shall do so nonetheless and without entitlement to any additional compensation or additional time for performance if those particular requirements are not expressly stated in the Contract. Contractor is reminded that violation of the prohibition under A.R.S. § 13-1502 against possession of weapons on State’s property by anyone for whom Contractor is responsible is a material breach of contract and grounds for termination for default.

3.12.2. Protection Of Grounds And Facilities. The contractor shall deliver or install the Materials and perform the Services without damaging any State grounds or facilities. The contractor shall repair or replace any damage it does cause promptly and at its own expense, subject to whatever instructions and restrictions State needs to make to prevent inconvenience or disruption of operations. If the Contractor fails to make the necessary repairs or replacements in a timely manner, State will be entitled to exercise its remedies under paragraph 8.5 of the Uniform Terms and Conditions [Right of Offset].

3.13. Transitions

3.13.1. During commencement, the Contractor shall attend transition meetings with any outgoing suppliers to coordinate and ease the transition so that the impact on State’s operations is kept to a minimum. The State may elect to have outgoing suppliers complete some or all of their Work or Orders in progress, even if that Work could be covered under the incoming supplier’s Contract.

Conversely, the State may have a continued need for the same Materials and Services upon expiration or earlier termination of the Contract. Accordingly, the Contractor shall work closely with any incoming supplier and State to ensure as smooth and complete a transition transfer as is practicable.

3.13.2. Eligible Agency or Co-Op Buyers representative will coordinate all transition activities and facilitate joint development of a comprehensive transition plan by both Contractor and the incoming supplier. As with the incoming transition, State may permit Contractor, when Contractor is outgoing, to complete work or orders in progress to ease the transition as is safest and most efficient in each instance.

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Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

4. Costs and Payments

4.1. Type of Pricing. Offeror shall include fixed pricing in the Offer.

4.2. Contractor’s Best Pricing. Contractor warrants that, for the term of the Contract, the prices and discounts set out in the Attachment No. 10 Pricing Sheet, shall be equal to or better than the lowest prices and largest discounts, both separately and in combination, at which Contractor sells equivalent services, items of equipment, and materials.

4.2.1. That price-plus-discount equivalence (“Contractor’s Best Pricing”) is intended to be irrespective of whether or not those other sales have special purchase terms, conditions, rebates, or allowances.

4.2.2. If Contractor’s Best Pricing for equivalent services, items of equipment, and materials is better than the Contract Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor’s Best Pricing for all sales related to the Contractor made after the date when the Contractor’s Best Pricing was first better than the Contract Pricing.

4.2.3. For clarification of intent, that date is intended to be the date when the difference first occurred, which might have been before the difference was first identified. If the difference occurred before it was identified, then Supplier agrees to charge less than the Contract Pricing until the extended difference that would have been realized (i.e. if the Contractor’s Best Pricing had been applied when it should have been) has been settled.

4.3. Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the

Scope of Work and all aspects of Contractor’s offer as accepted by the State.

4.3.1. Details of service not explicitly stated in the Scope of Work or in Contractor’s Offer, but necessarily a part of, are deemed to be understood by Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs and profit and any other costs toward the accomplishment of the requirements in the Contract are included in the pricing provided.

4.3.2. Additional Charges. Any charges or fees not delineated in the Contract shall not be added, billed, or invoiced under the Contract.

4.4. Price Increase. The State may review a fully documented request for a price increase.

The requested increase shall be in writing and be based upon a cost increase to the Contractor that was clearly unpredictable at the time of the offer and is directly correlated to the price of the product concerned. The contractor must provide conclusive evidence of a need for any price increases.

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Enterprise Resource Planning (“ERP”) System for Arizona Correctional Industries (“ACI”)

Arizona Department of Corrections, Rehabilitation & Reentry

4.4.1. Initial Contract prices shall be honored for one year after award of Contract.

4.4.2. The State needs sufficient time to make a fair and equitable determination in response to any Contractor requests for price adjustments. As a result, the State requests that the Contractor provide ninety (90) days advance notice prior to any price adjustment whenever possible, and at a minimum, sixty (60) days advance notice.