_BPM007090__Solicitation_Requirements_.docx.pdf

Request for Proposal under A.R.S. § 41-2501H(R19-3-509)

Notice Page

Arizona Lottery 4740 E. University Drive

Phoenix, AZ 85034

Solicitation Number: BPM007090

Description: Lottery Business Intelligence (BI) Support

Solicitation Due Date and Time: As indicated in APP

Pre-Offer Conference: August 26, 2025 at 9:00 AM (Arizona Time)

The Pre-Offer Conference will be held virtually.

You must register in advance by emailing jwenger@azlottery.gov to receive the meeting link.

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 66 mailto:jwenger@azlottery.gov https://app.az.gov/ mailto:app@azdoa.gov

Table of Contents Request for Proposal under A.R.S. §

41-2501H(R19-3-509) Solicitation No. BPM007090

Lottery Business Intelligence (BI) Support

Arizona Lottery

Notice Page

Table of Contents

Solicitation Summary 3

Scope of Work 5

Special Terms and Conditions 10

Addendum A to the Special Terms and Conditions 40

Addendum B to the Special Terms and Conditions 44

Uniform Terms and Conditions 10.5 49

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Click here to return to the Table of Contents

Solicitation Summary

Solicitation No. BPM007090 Lottery Business Intelligence (BI) Support

Arizona Lottery

1. What is the State Soliciting?

The Arizona Lottery Commission (the State), as authorized under A.R.S. § 41-2501H(R19-3-509) et seq. is seeking to establish a single-agency Contract for their sole use, to provide Lottery Business Intelligence (BI) Support.

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: BPM007090 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: BPM007090 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Standard Instructions to Offerors (RFP)

2.1.3. Solicitation Attachments

2.1.3.1. Offer and Acceptance

2.1.3.2. Confidential Information Designation

○ Confidential Information Designation (for reference only)

2.1.3.3. Conformance Statements and Exceptions Requests

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Solicitation No. BPM007090 Lottery Business Intelligence (BI) Support

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2.1.3.4. Letter of Insurability

2.1.3.5. Arizona Baseline Infrastructure Security Controls

2.1.3.6. Organization Profile

2.1.3.7. Key Personnel

2.1.3.8. Method of Approach

2.1.3.9. Proposed Subcontractors

2.1.3.10. Experience and Capacity Response

2.1.3.11. References

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. BPM007090 Lottery Business Intelligence (BI) Support

Arizona Lottery

1. Purpose and Background

1.1. The purpose of this Solicitation is to establish a single-agency Contract for the Arizona

Lottery (“Lottery”) for Lottery Business Intelligence (BI) Support services.

1.2. The Contractor shall provide a business intelligence (BI) system and services that will allow the Lottery to transform data into information that can be used to make more informed and more profitable business decisions, without degrading System performance.

2. Definitions

2.1. Tier 1 Support: The first line of support is provided by Lottery staff. Includes reasonable steps to diagnose and address the issue/question before contacting the Contractor for Tier 2 support. For example, if an ETL process failed, Tier 1 support would identify the error number/message and perform troubleshooting (e.g., research the error on the internet and look for possible causes such as duplicate records or a missing file) before contacting the Contractor.

2.2. Tier 2 Support: Support for the BI environment to the Lottery after Lottery staff has taken reasonable steps to identify and correct issues.

3. General Requirements

3.1. The Contractor shall administer, manage, and coordinate the design, development, implementation, and on-going operation of the BI system using Contractor provided hardware, software, and staff.

3.2. Provide professional guidance, recommendations and assistance with other activities related to the Lottery’s BI environment, including, but not limited to: documenting, maintaining, enhancing or replacing the current environment, designing or implementing new BI systems, solutions, or applications, and onboarding new data sources.

3.3. A detailed Change Control document will be maintained which will document all changes needed, identifying the objects that need to be changed, how they will be changed, reason for change, etc. The Change Control document will be jointly agreed upon by Lottery and Contractor.

3.4. The BI system shall provide the Lottery with a data warehouse or data lake consisting of Gaming System transactions to the most granular level including terminal-based data, along with other internal and external data (e.g., economic, market, geographic, and demographic).

3.5. The BI system shall provide the Lottery with analytical tools that use the data to make more informed business decisions, including but not limited to decision support systems, executive information systems, online analytical processing, query and reporting, data mining, and operational data services.

3.6. The Contractor shall provide the staff to design, build, and implement the BI system as well as the staff to provide ongoing support and maintenance of the BI system.

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3.7. The Contractor shall provide data extraction of the BI system data and metadata at end or termination of the Contract, along with related documentation such as data definitions and data dictionaries, in a format to be determined by the Lottery.

3.8. The Contractor shall provide full-time staff for ongoing BI operations that includes, but is not limited to, database administration, systems administration, data quality administration, training, and customer service and support.

3.9. The Contractor shall include one (1) dedicated BI Analyst for ad hoc reporting requests from the Lottery.

3.10. The Contractor must support System-changed jackpot amounts between draws as its own data object.

3.11. Data within the Business Intelligence Service shall be maintained and stored for the life of the Contract. This includes any conversion data from the previous System.

3.12. The Contractor shall load historical Lottery data from the previous system. Timeframe to be determined by the Lottery.

4. Specific Requirements

4.1. Contractor will provide Tier 2 support to the Lottery for the Qlik and data mart environments, including managing BI infrastructure in conjunction with ADOA and the Lottery infrastructure support, in order to provide a steady state environment for the BI application.

4.2. Contractor resources will be involved in advanced troubleshooting and/or correction of issues after Tier 1 support efforts to resolve the issue are exhausted.

4.3. Contractor will provide a primary contact person who will engage the proper Contractor resources to perform the needed work.

4.4. All issues and service requests must be logged and tracked.

4.4.1. Contractor will use the Lottery’s issue/bug tracking software (e.g., GitHub, Jira, or similar).

4.4.2. The Lottery staff will record service requests in the service request/defect tracking platform.

4.5. Sandbox Environment

4.5.1. The Contractor shall establish and maintain a separate, secure, and logically isolated sandbox environment for the development, testing, and troubleshooting of deliverables.

4.5.2. The sandbox environment shall replicate the production environment to the extent necessary to ensure accurate testing and validation of all deliverables, but shall not contain or access any Lottery production data or systems.

4.6. The Lottery has primary responsibility for ensuring data is in balance. Contractor will provide assistance or guidance for corrective activity after the Lottery identifies specific actions needed to bring the data into balance.

4.7. Facility and systems access will be provided to the Contractor resources on the project onboarding day.

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4.8. Full developer access to the infrastructure on which the analytics environment is installed will be made available to Contractor team members on the project onboarding day.

5. Assumptions

5.1. “Lottery” is responsible for all software, cloud, infrastructure, licensing, or any other costs, including costs needed for Cloud proofs of concept. Contractor will get client approval in advance for Cloud proof of concept costs.

5.2. “Lottery” is responsible for user acceptance testing.

5.3. “Lottery” will document user acceptance tests required.

5.4. “Lottery” will provide timely access to systems, network, and documentation. Information requests of Contractor will be responded to within 3 business days

6. Reporting

6.1. No later than the 10th day of each calendar month, the Contractor shall provide the following reporting for the previous month.

6.1.1. SLA report detailing the past month’s application issues including the following:

6.1.1.1. Issue Description, Issue Date, Severity, Response/Solving Time, Root Cause, Solution, and applicable Liquidated Damages.

7. Ordering Process

7.1. Task Order (“TO”)

7.1.1. The Contractor will ensure that the approach to performing the TO is defined, documented, and approved by the Lottery Project Lead before commencement.

7.1.2. The Contractor will be expected to commence work on the project within the TO specified time frame.

7.1.3. Unless one or more of the following requirements are waived under the terms of a TO, the following shall be performed by the Contractor as directed by the Lottery:

7.1.3.1. Manage the Project;

7.1.3.2. Develop a Project management plan and provide status updates verbally and in the form of a written report on a frequency to be specified in the TO;

7.1.3.3. Use formal and structured project management practices in accordance with the Project Management Institute (PMI) methodologies;

7.1.3.4. Develop and maintain a detailed project management work plan. The work plan shall be in a format approved by the Customer, and the work breakdown structure (WBS) detail must be approved by the Lottery.

7.1.3.5. Confer with the Lottery Project Lead and Steering Committee;

7.1.3.6. Participate in regularly scheduled project Steering Committee meetings, if applicable, and

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7.1.3.7. Provide the Lottery Project Lead with status reports on a frequency specified in the TO.

7.1.4. Ensure that the final format and content are approved by the Lottery and shall include the following information:

7.1.4.1. Work completed within the reporting period – describes tasks accomplished within the reporting period and the status of associated work products;

7.1.4.2. Work in progress – describes activities currently underway;

7.1.4.3. Schedule Status – compares completed tasks and work products against those scheduled to date and includes explanations of schedule variances and recommendations for mitigating the variances;

7.1.4.4. Work to be completed – describes activities and deliverables contained in the work plan, which are expected to be completed within the next reporting period;

7.1.4.5. Issues, risks, problems, and resolutions – highlights key issues and concerns that may need to be prioritized and addressed by the Contractor and the Lottery Project Lead.

7.1.4.6. Resolutions to previous problems will be reported, as well as mitigation recommendations for new problems and risks;

7.1.4.7. Open deliverables – an ongoing list of documents and information requested from Lottery and needed to complete the project;

8. Performance Requirements

8.1. Service Level Deliverables

8.1.1. Contractor will, together with the Lottery, identify any application issues as either severity 1 (Critical), 2 (High), 3 (Medium), or 4 (Low). Upon being informed of any issue with the system during support hours, Contractor will respond to the Lottery via email or phone within the agreed-upon initial response period with an initial diagnosis or an indication that more analysis is required. The Lottery staff will be responsible for initially logging the issue in the Lottery’s issue/bug tracking software, including adding a timestamp for when the issue was created and resolved.

8.1.2. Support hours are 6:00 AM – 6:00 PM MST, Monday –Friday.

8.1.3. Severity and Response Times

Severity Response Time

Definition

Critical Within one hour

Critical: Production issue affecting all users, where there is no workaround and normal business cannot occur, including system outage. Critical data integrity issues with no workaround available. Contractor should

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Arizona Lottery work to resolve or mitigate the issue as soon as possible.

High Within four hours

High: Production issue, affecting many users, where major functionality is impacted or significant performance degradation and/or impact to business, and no reasonable workaround available.

Contractor should work to resolve or mitigate the issue by the end of the current business day.

Medium Within one business day

Medium: Production issue affecting some users, but not all, and there is a short-term workaround available, but is not scalable.

Contractor should work to resolve or mitigate the issue within two business days.

Low Within two business days

Low: Production issue where there is a reasonable workaround. Contractor should work to resolve the issue within five business days.

8.1.4. If Contractor does not respond to application issues within the response times defined in Section 8.13, the following amounts will be deducted from the Lottery’s payment for the corresponding month’s invoice:

Severity Liquidated Damages

Critical $200 for each 30 minutes past the established response time. Lottery will call and/or text Contractor's Primary Contact Person or designee, in addition to email and logging in to issue tracking software, with the start time for the issue being the date and time of the call or text.

High $100 for each hour past established response time Medium $100 for each day past established response time Low $50 for each day past established response time

9. Out of Scope

9.1. Daily load monitoring. This will be performed by the Lottery.

9.2. Regular network, security, backup, operating system and other types of monitoring and administration will be managed by the Lottery or ADOA.

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Special Terms and Conditions

Solicitation No. BPM007090 Lottery Business Intelligence (BI) Support

Arizona Lottery

The Special Terms and Conditions modify the Uniform Terms and Conditions. It can modify them by replacing, deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and incorporated by Contract Amendment.

1. 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 State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.

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

1.2.3. If 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

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1.5.3. AZRAMP Level 3 Moderate Impact: Confidential Data Classification

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. Co-Op Buyer: A member of the State Purchasing Cooperative that has entered into a “Cooperative Purchasing Agreement” with the Arizona Department of Administration State Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing an “eligible procurement unit” under A.A.C. R2-7-101(23).

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non-profit organizations, other state governments, the federal government and tribal nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the I.R.S. under Section 501(c)(3) through 501(c)(6) of the tax code.

1.13. 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

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Solicitation No. BPM007090 Lottery Business Intelligence (BI) Support

Arizona Lottery personal information maintained as part of a database of personal information regarding multiple individuals.

1.14. Eligible Agency:

1.14.1. 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.

1.14.2. 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.

1.14.3. 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.

1.15. 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.

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

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

1.17.1. 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.

1.17.2. 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.

1.18. Order: The instrument by which the Eligible Agency 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

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Solicitation No. BPM007090 Lottery Business Intelligence (BI) Support

Arizona Lottery and Conditions provide that information. Any of the following are construed as an “Order”: “Purchase order,” “task order,” “service order,” or “job order”.

1.19. 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

1.20. 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.

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

1.22. 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.

1.23. 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

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Solicitation No. BPM007090 Lottery Business Intelligence (BI) Support

Arizona Lottery 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.

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:

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(1) Special Terms and Conditions;

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

(4) Scope of Work;

(5) Exhibits to the Scope of Work;

(6) 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 two (2) years 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 three (3) 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

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Solicitation No. BPM007090 Lottery Business Intelligence (BI) Support

Arizona Lottery 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:

Arizona Lottery 4740 E. University Dr.

3.3.3. Changes. State may change the designated Procurement Officer, update contact information, or change the applicable mailing address.

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

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Solicitation No. BPM007090 Lottery Business Intelligence (BI) Support

Arizona Lottery 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.

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 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

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Solicitation No. BPM007090 Lottery Business Intelligence (BI) Support

Arizona Lottery 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), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired.

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

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Solicitation No. BPM007090 Lottery Business Intelligence (BI) Support

Arizona Lottery

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.

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.

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Solicitation No. BPM007090 Lottery Business Intelligence (BI) Support

Arizona Lottery

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. The Contract is a single-agency contract for the sole use of the Arizona Lottery

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 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;

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Solicitation No. BPM007090 Lottery Business Intelligence (BI) Support

Arizona Lottery

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.

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. Contractor shall deliver or install the Materials and perform the Services without damaging any State grounds or facilities. Contractor shall repair or replace any damage it does cause promptly and at its own expense, subject to whatever instructions and restrictions State needs to make to prevent inconvenience or disruption of operations. If Contractor fails to make the necessary repairs or replacements 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, 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. 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, Solicitation Requirements | Revision No. 9 | Revised 09-24 | Page 21 of 66

Solicitation No. BPM007090 Lottery Business Intelligence (BI) Support

Arizona Lottery

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.

3.13.3. RESERVED

4. Costs and Payments

4.1. Type of Pricing. Offeror shall include only firm, 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 APP Items (F) tab, including any subsequent agreed amendment to it (the “Contract Pricing”), 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…