CTR073068_Contract_Documents.pdf

Request for Proposal

Solicitation No. BPM006107 Computer Coding Training and Employment Services for

Inmates

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

Attachment 1 � Offer and Acceptance Form

SUBMISSION OF OFFER: The undersigned hereby offers and agrees to provide Services in compliance with all terms, conditions, specifications, and amendments in the Solicitation and any written exceptions in the Offer indicated by the latest dated version below:

Initial Offer:

Date Signature

Revised Offers:

Date Signature Date Signature

Date Signature Date Signature

Best and Final Offer:

Date Signature

Offeror company name Signature of person authorized to sign Offer

Address Printed name and Title

City, State, ZIP Contact name and Title

CERTIFICATION: By signature in the above, Offeror certifies that it: Contact email address Contact phone number

1. Will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive Orders 2023-09, 2023-01, 2009-09 or A.R.S. §§ 41-1461 through 41-1465;

2. Has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or Service to a public servant in connection with the submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Offer with a false statement will void the Offer, any resulting contract, and may be subject to legal penalties under law;

3. Complies with A.R.S. § 18-132 when offering electronics or information technology products, Services, or maintenance;

4. Has submitted this Offer as a firm offer for 180 days following the Solicitation due date and time per the Instructions to Offers. Any extensions to the Offer Acceptance Period shall be made in accordance with A.A.C. R2-7-C310;

5. Did not and will not involve collusion or other anti-competitive practices; and

6. Is not debarred from, or otherwise prohibited from, participating in any contract awarded by federal, state, or local government.

ACCEPTANCE OF OFFER

The offer is hereby accepted.

The Contractor is now bound to sell the Materials or Services listed by the attached Contract and based upon the Solicitation, including all terms, conditions, specifications, amendments, etc., and the Contractor�s Offer as accepted by the State.

The Contract shall henceforth be referred to as Contract No.

The effective date of the Contract is

The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this Contract until Contractor receives purchase order, contract release document, or written notice to proceed.

State of Arizona Awarded this day of 20

Procurement officer signature

Solicitation Attachment � Offer and Acceptance | Revision No. 5 | Revised 05-23

Persevere, Inc.

331 Maxine Circle Sean Hosman, Interim Executive Director

Bountiful, UT 84010 Stephanie Morales, Program Director smorales@perseverenow.org 505-974-0004

CTR073068

9/1/24

31 July 24

Request for Proposal under A.R.S. § 41-2534

Notice Page

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

Solicitation Number: BPM006107

Description: Computer Coding Training and Employment Services for Inmates

Solicitation Due Date and Time: As indicated in APP

Pre-Offer Conference: Pre-Offer Conference will not be conducted

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.

https://app.az.gov/ mailto:app@azdoa.gov

Table of Contents Request for Proposal under A.R.S. § 41-2534

Solicitation No. BPM006107 Computer Coding Training and Employment

Services for Inmates

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

Table of Contents

Scope of Work 3

Special Terms and Conditions 10

Addendum A to the Special Terms and Conditions 44

Addendum B to the Special Terms and Conditions 49

Uniform Terms and Conditions 53

Exhibit A 71

Scope of Work

Computer Coding Training and Employment Services for Inmates

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

Scope of Work

Scope of Work

1. Introduction

1.1. Mission: The Department of Corrections, Rehabilitation and Reentry (“ADCRR”) mission is to enhance public safety across Arizona through modern, effective correctional practices and meaningful engagements.

2. Purpose:

2.1. ADCRR is seeking proposals from interested parties experienced in the provisioning of software development training services in a correctional facility environment.

3. General Overview:

3.1. The Offeror shall have the ability to provide computer coding training, secure successful employment for inmates while incarcerated and/or post release. The success of the program shall be measured by the inmates acquiring marketable skills leading to successful employment.

4. Scope of Work:

4.1. The intent of this solicitation is to allow ADCRR to enter into a contract(s) for the procurement of services, at the minimum but not limited to, the Scope of Work as defined below.

4.2. The Offeror shall provide a fixed price for an initial contract term of 12 months. The State reserves the right to renew the contract annually, not to exceed a total of 60 months.

5. Requirements: The Offeror/Contractor shall provide and maintain all classroom equipment, learning management software, curriculum, educational and administrative personnel, necessary configured systems, system infrastructure and associated continued services for successful employment. The following are minimum requirements for this solicitation.

5.1. Learning Management Software (LMS)

5.1.1. Learning Management Software (LMS) shall be provided by the Offeror/Contractor. The software shall be capable of instructing the participant in the rudimentary concepts and skills of software development and or coding.

It shall be a software application designed to provide a structural platform for content presentation, interactive exercises, student testing and feedback, and maintenance of records by classroom facilitators, and administrators.

5.1.2. The LMS shall also be capable of providing informational reports regarding the progress of each participant, the average grade or scoring of the participant in any test or quiz, and information about the overall test group. Reports shall be

Computer Coding Training and Employment Services for Inmates

Arizona Department of Corrections, Rehabilitation & Reentry 701 E. Jefferson Street Phoenix, AZ 85034 able to be produced on an established interval as well as ad hoc reports as requested.

5.1.3. The LMS shall be owned and or licensed by the Offeror/Contractor. ADCRR shall not be a listed licensee of the LMS and shall not be liable for any LMS license terms.

5.1.4. The Offeror/Contractor shall be responsible for all maintenance, including the provisioning of any bug fixes, updates, and or upgrades to the LMS. These activities shall be timely and shall not interfere with the day to day operations of the training sessions, unless in the case of pre-determined and agreed to software maintenance activity. In such instances when software maintenance is required, ADCRR shall be provided at least forty-eight (48) hours advance notice.

5.2. Equipment

5.2.1. The Offeror/Contractor shall provide equipment to satisfy the learning needs of approximately twenty five (25) students, and instructor/facilitator(s). All provided computer equipment shall have enough computing power, memory and storage to enable a seamless student experience.

5.2.2. Computer equipment shall be provided by the Offeror/Contractor. Equipment shall consist of but not limited to:

5.2.2.1. Student Workstations equipped with LMS software and other required software, keyboard, mouse, terminal, headsets and any other equipment that enables students to participate successfully in the training program;

5.2.2.2. Instructor/Facilitator Workstation;

5.2.2.3. Classroom Projector and Screen;

5.2.2.4. Printer (s);

5.2.2.5. Computer Server Station; and

5.2.2.6. Any other equipment or software whether ancillary to the learning environment, or in support of the provisioning of a secure data environment in a correctional setting.

5.3. System Configuration and System Infrastructure

Computer Coding Training and Employment Services for Inmates

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

5.3.1. Any offered computer environment shall be self-contained, meaning, it shall not touch or invade any ADCRR network environments. Further, the following shall be assured and provided:

5.3.1.1. LAN Connections – wired or secured WiFi;

5.3.1.2. Network Host Protocols and Systems;

5.3.1.3. Sandbox network environment;

5.3.1.4. Server Applications; and

5.3.1.5. Internet Services Provide

5.3.2. Offeror/Contractor shall be responsible for all maintenance and warranty services on the above equipment, software and secure environments.

5.4. Learning Materials The Offeror/Contractor shall be responsible to provide all learning materials required for facilitation of the classes and the learning experience of the participants. Learning materials may consist of any text books, workbooks, learning aids or similar learning supplements or guides.

5.5. Curriculum The Offeror/Contractor shall be responsible to provide all curriculum and class work plans. Curriculum content shall be devised in such a way to assist and potentially accelerate the learning environment. Curriculum shall be proven and fact driven to ensure that the learning experience is contemporary and addresses not only a varied adult learning experience and skill set, but assists the students in successful completion of the course.

5.6. Educational/Administrative Personnel The successful Offeror/Contractor shall also have all appropriate support personnel who can actively support the provisioning and subsequent success of the program, and shall:

5.6.1. Provide experienced key personnel in the administration of the program.

Administration staff may include, a Program Manager, Program Oversight, Executive Sponsor, and any other administrative staff in support of a successful learning program.

5.6.2. Provide in class instructions and or facilitation. In the absence of a traditional in-person instructor led program, a virtual or remote led instructor environment may be provided. However, if a remote instruction is utilized, the Contractor shall provide an in-classroom facilitator. All educational staff shall be proficient in adult learning methodologies and skills. Staff levels shall be sufficient in number and shall be experienced in their offered expertise which includes but not limited to teaching and instructing students in the curriculum offered.

Computer Coding Training and Employment Services for Inmates

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

5.6.3. Provide all required IT Staff and other support staff during the set-up, implementation, delivery and daily operation.IT support staff shall also have experience in, the use of a LMS, information technology, including data security, and networks.

5.6.4. Be responsible for all alternate personnel should the primary assigned personnel not be available for any period of time during class or the contract.

5.7. Current and Post Release Employment Opportunities

5.7.1. ADCRR has existing relationships with multiple private and non-profit organizations that provide inmate work opportunities within an adaptive real-world environment. Most notably, ADCRR has an alignment and partnership with the Arizona Correctional Industries (ACI). https://aci.az.gov/.

The Offeror/Contractor should seek a greater understanding and potential alignment with ACI to pursue employment opportunities for the successful graduates who are not immediately eligible for release or parole opportunities.

5.7.2. Further a strong consideration will be that the Offeror/Contractor provide released inmate employment opportunities with other private, public or for profit organizations. Therefore, the Offeror/Contractor shall have various affiliations or access to potential employers, who are seeking potential employees with the aforementioned software development or coding training. Businesses within the State of Arizona are highly encouraged. The Offeror/Contractor shall be the facilitator for those post training hiring opportunities.

5.8. Department Provided Services

5.8.1. Physical Space and training rooms;

5.8.2. Workstation space;

5.8.3. Secured Space for Server;

5.8.4. Security Personnel;

5.8.5. Utilities;

5.8.6. Background check services or Investigation services for Offeror/Contractor and Staff;

5.8.7. Instruction and or debriefing of Offeror/Contractor staff regarding personal safety and Correctional policies and procedures; and

5.8.8. Identification and selection of potential students

https://aci.az.gov/

Computer Coding Training and Employment Services for Inmates

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

5.9. Reporting: The Offeror/Contractor shall provide monthly reports to ADCRR’s managing program entity. In some cases, this entity may be an individual at the facility, or the Director of ADCRR. Additionally, the ADCRR requires a semi-annual report that recaps the efficacy of the program through metrics. Monthly reporting should include but not be limited to the following:

5.9.1. Number and names of students per class;

5.9.2. Type, location, and date of training class;

5.9.3. Student participation – attendance;

5.9.4. Recap of grades or scores per student for any tests and final grades; and

5.9.5. Any ad-hoc report as requested.

5.9.6. Semi-annual reporting should include but not be limited to the following:

5.9.6.1. Measure 1: Enrollment, or the total number of students enrolled at the end of each reporting period;

5.9.6.2. Measure 2: Training Completion Date, or the total number of inmates successfully completing at the end of each reporting period;

5.9.6.3. Measure 3: Job Placement Rate, or the total number of graduates placed in employment at the end of each reporting period; and

5.9.6.4. Measure 4: Average Wage at Placement, or the average hourly wage of graduates placed in employment at the end of each reporting period.

5.9.7. All reports shall be exportable to formats that facilitate search capability on all but not limited to the minimum requirements listed above.

5.9.8. The Offeror/Contractor shall have access and be required to update or input basic class data e.g., enrollment, completions, turnouts, etc., in ADCRR’s Inmate Management System, as is a requirement for all other prison programs.

5.9.8.1. ADCRR reserves the right to modify this reporting requirement post award, including content of the report, and intervals.

5.10. Performance Criteria/Service Levels: The Contractor/Offeror shall Comply with the following service levels during the term of the contract:

5.10.1. Issue response and Resolution Timeframes (Programmatic)

Computer Coding Training and Employment Services for Inmates

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

Severity Description Timeframes for Initiating Work and Resolving the Issue

Critical Material issues that are preventing the Project Team from performing tasks and activities. There is no work-around or the work-around is extremely complex.

Call back to be received in 30 minutes or less.

The Contractor shall begin problem diagnostics on the issue within two (2) hours of the issue being reported to the Contractor

The Contractor shall resolve at least 95% of all high issues within one (1) business day of issue notification

Serious Material impact on Project Team activities. However, there is a work around allowing project activities to proceed in the interim.

Call back to be received in 2 hours or less.

The Contractor shall begin problem diagnostics on the issue within eight (8) hours of the issue being reported to the Contractor

The Contractor shall resolve at least 95% of all high issues within five (5) business days of issue notification

Minor System does not work according to agreed to or understood capabilities, but the issue is having a limited immediate impact on Project Team activities

Call back to be received in 1 business day or less.

The Contractor shall begin problem diagnostics on the issue within ten (10) business days of the issue being reported to the Contractor

The Contractor shall resolve at least 90% of all low issues within 20 business days of issue notification

5.10.2. Issue response and Resolution Timeframes for Provided Software, Hardware and infrastructure Controlled by the Contractor

Severity Description Timeframes for Initiating Work and Resolving the Issue

Critical A problem causing critical impact to the client’s business operation with no practical temporary workaround immediately available.

Status Update Hourly – Resolution or Workaround within 24 Clock Hours

Serious Essential functions of the system are affected such that there is a major impact to the client’s business operations, and no practical temporary workaround is immediately available.

Call back to be received in 2 hours or less.

The Contractor shall begin problem diagnostics on the issue within eight (8) hours of the issue being reported to the Contractor

The Contractor shall resolve at least 95% of all serious issues within five (5) business days of issue notification

Computer Coding Training and Employment Services for Inmates

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

Minor A problem that impairs some functionality, but a practical temporary workaround exists such that there is minimal material impact to the client’s business operations.

Call back to be received in 1 business day or less.

The Contractor shall begin problem diagnostics on the issue within ten (10) business days of the issue being reported to the Contractor

The Contractor shall resolve at least 90% of all minor issues within 20 business days of issue notification

Special Terms and Conditions

Computer Coding Training and Employment Services for Inmates

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

Special Terms and Conditions

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. AZ Mandatory Control Baseline: 35 Controls

1.5.2. NIST Low Impact Control Baseline: Public Data Classification

1.5.3. NIST Moderate Impact Control Baseline: 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:

https://azdor.gov/transaction-privilege-tax-tpt

Computer Coding Training and Employment Services for Inmates

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

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: 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. 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 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.

https://www.nist.gov/

Computer Coding Training and Employment Services for Inmates

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

1.17. 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 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

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 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.

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

Computer Coding Training and Employment Services for Inmates

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

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.

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;

Computer Coding Training and Employment Services for Inmates

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

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;

(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

Computer Coding Training and Employment Services for Inmates

Arizona Department of Corrections, Rehabilitation & Reentry 701 E. Jefferson Street Phoenix, AZ 85034 notices to State via email to the Procurement Officer identified as “Purchaser” in the State’s eProcurement System:

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 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 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

Computer Coding Training and Employment Services for Inmates

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

Computer Coding Training and Employment Services for Inmates

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

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

3.8.2. 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.

3.8.3. 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 Orders are null and void.

3.8.4. 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.

3.8.5. 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;

Computer Coding Training and Employment Services for Inmates

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

(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..

3.8.6. 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 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 3.11.3 [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

Computer Coding Training and Employment Services for Inmates

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

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

Computer Coding Training and Employment Services for Inmates

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

4. Costs and Payments

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

4.2. Upon completion of the training program, no longer than ninety (90) days, and upon release from the correctional facility (release to the public with no further time owed to ADCRR), every student who secures a full time position (above minimum wage) with an organization that was facilitated by the Contractor, the State:

4.2.1. Will pay an incentive placement fee of $300.00 for contract hire position OR,

4.2.2. For every student who has secured a full time direct hire position that was facilitated by the Contractor, and who maintains employment with that

Computer Coding Training and Employment Services for Inmates

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

Employer for a term of at least six (6) months, an incentive fee of $1,000.00 will be paid.

4.3. Contractor’s Best Pricing. Contractor warrants that, for the term of the Contract, the prices and discounts set out in the Attachments titled Pricing, 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.

4.3.1. 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.

4.3.2. If Contractor’s Best…