CTR077462_Leslie_s_Pool_Supplies__Equipment___Accessories.pdf

Direct Contract | Revision No. 1 | Revised 03-24 | Page 1 of 33

Direct Contract

Arizona Department of

Contract No.: CTR077462 Juvenile Corrections 100 N. 15th Avenue, Ste.103

Description: Pool Supplies, Equipment and Accessories Phoenix, AZ 85007

CONTRACTOR IS STRONGLY ENCOURAGED TO READ THE ENTIRE CONTRACT.

Table of Contents

Scope of Work 2

Special Terms and Conditions 4

Addendum A - Contractor Insurance Requirements 16

Uniform Terms and Conditions 19

Contract Signature Page 32

Attachment 1 - Forced Labor of Ethnic Uyghurs Ban 33

Direct Contract | Revision No. 1 | Revised 03-24 | Page 2 of 33

Scope of Work

Juvenile Corrections

100 N. 15th Avenue, Ste.103 Phoenix, AZ 85007

Contract No.: CTR077462

1. Purpose and Background

1.1. Purpose: The Arizona Department of Juvenile Corrections (“ADJC”, “State”) has a need for a reliable and timely source of pool supplies, equipment, accessories, technical support, and repairs. The purpose of this Contract is to allow ADJC to procure such items and services from Leslie’s Inc. (“Contractor”).

1.2. Legal Authority: In accordance with Arizona Administrative Code (A.A.C.) R2-7-D301, ADJC establishes this Contract with Contractor to provide the Products and Services described herein.

1.3. Background: ADJC has an 81,000 gallon pool in daily use by over 100 persons from May through November each year. The pool was built in 1981 and operates with 2 motors, pump, and filter systems.

2. Contractor Requirements

The Contractor Shall:

2.1. Furnish and deliver the following chemicals to Adobe Mountain School, 2800 W. Pinnacle Peak Rd, Phoenix, AZ 85027:

2.1.1. Sodium Dichlor (Chlor Brite)

2.1.1.1. Fast-dissolving granules

2.1.1.2. 99% Sodium Dichlor

2.1.1.3. 55% Available Chlorine

2.1.1.4. Stabilized with UV inhibitor

2.1.1.5. Prefer 40 lb. bucket

2.1.2. Oxidizing Shock (Fresh ‘N Clear)

2.1.2.1. Chlorine free, fast dissolving

2.1.2.2. Active ingredient: 38% Potassium peroxymonosulfate

2.1.2.3. 15-minute swimming wait period after treatment

2.1.2.4. Prefer 40-lb. bucket

2.1.3. 3” Chlorine Tablets (In The Swim or Leslie’s Jumbo Tabs)

2.1.3.1. Active ingredient: 99% Trichloro-S-Triazinetrione

2.1.3.2. 90% Available Stabilized Chlorine

2.1.3.3. Prefer 50-lb. bucket

2.1.4. Muriatic Acid (2-Pack)

2.1.4.1. 28-32% Strength

2.1.4.2. 1-Gallon bottle

2.1.5. Algaecide (Algae Control)

2.1.5.1. Prevents and controls algae

2.1.5.2. 1-Gallon bottle

2.1.6. Water Clarifier

2.1.6.1. Non-foaming

2.1.6.2. 1-Gallon bottle

2.1.7. Other pool chemicals as needed

Direct Contract | Revision No. 1 | Revised 03-24 | Page 3 of 33

Scope of Work

100 N. 15th Avenue, Ste.103 Phoenix, AZ 85007

2.2. Provide Maintenance and Repair/Replace Items - Maintain an in-store supply of:

2.2.1. Common maintenance and repair items, such as:

2.2.1.1. Miscellaneous O-rings

2.2.1.2. Backwash valve parts

2.2.1.3. Filters and baskets

2.2.1.4. Shaft/gear parts and assemblies

2.2.1.5. Waterproof O-ring grease

2.2.1.6. Other items commonly needed for a commercial-sized pool

2.2.1.7. Specialty items (in-store or by special order)

2.3. Provide Accessories - Maintain an in-store supply (or 1-3 day lead-time) for items such as:

2.3.1. Pool brushes

2.3.2. Chlorinators

2.3.3. Umbrellas

2.3.4. Rescue equipment

2.3.5. Hoses

2.3.6. Skimmers

2.3.7. Chairs

2.3.8. Robotic pool cleaners

2.3.9. Other

2.4. Provide repair services, in-store or onsite, as applicable.

2.5. Provide water testing, in-store or onsite, as applicable.

2.6. Abide by all requirements contained in this Contract, including Special Terms and Conditions, Uniform Terms and Conditions, Addendums, and Attachments.

Direct Contract | Revision No. 1 | Revised 03-24 | Page 4 of 33

Special Terms and Conditions

100 N. 15th Avenue, Ste.103

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

1.1. 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.

1.2. Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona Department of Revenue (DOR) website at: https://azdor.gov/transaction-privilege-tax-tpt

1.3. Contract Terms and Conditions: The Special Terms and Conditions and the Uniform Terms and Conditions taken collectively.

1.4. Contractor: The company identified on the Contract Signature Page that has entered into the Contract with the State.

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

1.6. 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.

1.7. 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”.

1.8. 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

1.9. 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.

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

1.11. 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.

Direct Contract | Revision No. 1 | Revised 03-24 | Page 5 of 33

100 N. 15th Avenue, Ste.103

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 term 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.

Direct Contract | Revision No. 1 | Revised 03-24 | Page 6 of 33

100 N. 15th Avenue, Ste.103

2.2.2.1. Contract Amendments;

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

(1) Special Terms and Conditions;

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

(4) Statement or Scope of Work;

(5) Exhibits to the Scope of Work;

(6) Specifications;

(7) Attachments;

(8) Exhibits; then

(7) Any other documents referenced or included in the

Contract

3. Contract Administration and Operation

3.1. Term of Contract. The term of the Contract will commence on the date indicated on the Contract Signature Page 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 aggregate term of the Contract, including extensions, cannot exceed a maximum aggregate term of five (5) years.

3.3. Notices and Correspondence

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

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

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.

Direct Contract | Revision No. 1 | Revised 03-24 | Page 7 of 33

100 N. 15th Avenue, Ste.103

3.4.3. 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. Orders

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

3.6.2. 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.

3.6.3. 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.

3.6.4. 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.

3.6.5. 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; (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..

3.6.6. 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.

Direct Contract | Revision No. 1 | Revised 03-24 | Page 8 of 33

100 N. 15th Avenue, Ste.103

3.7. 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.

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

3.7.1.1. 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

3.7.1.2. 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.

3.7.1.3. 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.

3.7.2. 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.

3.8. This contract is a single-agency contract for the sole use of ADJC.

3.9. Work on State Premises. 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.

4. Costs and Payments

4.1. Type of Pricing. Firm, fixed pricing.

4.2. Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the Scope of Work and all aspects of Contractor’s offer as accepted by State.

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

Direct Contract | Revision No. 1 | Revised 03-24 | Page 9 of 33

100 N. 15th Avenue, Ste.103

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

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

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

4.3.2. The State needs sufficient time to make a fair and equitable determination in response to any Contractor requests for price adjustments. As a result, the State requests that the Contractor provide ninety (90) days advance notice prior to any price adjustment whenever possible, and at a minimum, sixty (60) days advance notice. Requests sent to the State with less than sixty (60) days notice will be denied, unless the Contractor provides proper documentation demonstrating the urgency of the request. The State shall determine whether the price increase is in the best interest of the State.

4.3.3. All price adjustments will be implemented by a formal Contract Amendment. State shall determine whether the requested price increase or an alternate option is in the best interest of the State.

4.4. Price Reductions. Price reductions shall be immediately passed along to State and may be submitted in writing to State for consideration at any time during the Contract period. The contractor shall offer State a price reduction on the Contract product(s) concurrent with a published price reduction made to other customers. The State at its own discretion may accept a price reduction. The price reduction request shall be in writing and include documentation showing the actual reduction of cost. Sales promotions requests shall include differences in pricing, begin, and end date of promotion along with the products covered.

4.5. Travel. Contractor shall request and receive written approval prior to any travel under the Contract in which reimbursement of expenses will be requested. Contractor will be reimbursed for actual expenses incurred in accordance with the current rates specified in the State's Travel Policy. Contractor shall itemize all per diem and lodging charges. State Travel Policy, including State rates, may be located at https://gao.az.gov/state-arizona-accounting-manual-saam. Eligible Agency or State shall reject any claim for travel reimbursement for which Contractor did not receive prior written approval.

4.6. Invoicing: All billing notices to ADJC shall identify the specific services being billed. Billing notices shall reference the Purchase Order number and contract number. Contractor shall submit all invoices to:

accounting@azdjc.gov Arizona Department of Juvenile Corrections Attention: Accounts Payable 100 N. 15th Ave.

Phoenix, AZ 85007 Purchase Order Number

4.6.1. Minimum Invoice Requirements. Every invoice shall include the following information:

4.6.1.1. Department Location’s Name and Address

4.6.1.2. Contractor’s Name, Remit to Address and Contact Information

Direct Contract | Revision No. 1 | Revised 03-24 | Page 10 of 33

100 N. 15th Avenue, Ste.103

4.6.1.3. Contract Number

4.6.1.4. Purchase Order Number

4.6.1.5. Invoice Number and Date

4.6.1.6. Date the items or services were shipped or provided

4.6.1.7. Applicable Contract line item

4.6.1.8. Applicable taxes

4.6.1.9. Total Invoice Amount Due

4.6.2. No Invoice Without Authorization. Contractor shall not seek payment for any:

4.6.2.1. Materials or Services that have not been authorized on an acknowledged Purchase Order;

4.6.2.2. Expediting, overtime, premiums, or upcharges absent State’s express prior approval; or

4.6.2.3. Materials or Services that are the subject of a Contract Amendment that has not been fully signed by the Procurement Officer.

4.6.3. Defective Invoices. Without prejudice to its other rights under the Contract or further obligation to Contractor, the ordering Eligible Agency may, at its discretion, reject any materially defective invoice.

4.6.3.1. The ordering Eligible Agency shall notify the Contractor within five (5) business days after receipt if it determines an invoice to be materially defective.

4.6.3.2. Invoices will be deemed automatically rejected upon delivery if they: are sent to an incorrect address, do not reference the correct State contract and Purchase Order number, or are payable to any Person other than the Contractor.

4.6.3.3. The ordering Eligible Agency shall have no obligation to pay against a defective invoice unless and until Contractor has re-submitted it free of defects.

4.7. Payments

4.7.1. Automated clearing house. Applicable Eligible Agency may pay invoices for some or all Orders through an Automated Clearing House (ACH). In order to receive payments in this manner from Eligible Agencies, the Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days after the effective date of the Contract. The form is available online at:

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

5. Contract Changes

5.1. Assignment and Delegation

5.1.1. In Whole. Contractor shall not assign in whole its rights or delegate in whole its duties under the Contract without Procurement Officer’s prior written consent, which consent Procurement Officer may withhold at his or her discretion. If Contractor’s proposed assignment or delegation stems from a split, sale, acquisition, or other non-merger change in control, then no such consent will be given in any event without the assignee or delegate giving State satisfactory and equivalent evidence or assurance of its financial soundness, competency, capacity, and qualification to perform as that which Contractor possessed when State first awarded it the Contract.

Direct Contract | Revision No. 1 | Revised 03-24 | Page 11 of 33

100 N. 15th Avenue, Ste.103

5.1.2. In Part. Contractor may assign particular rights or delegate particular duties under the Contract, but shall obtain Procurement Officer’s written consent before doing so. Procurement Officer shall not unreasonably withhold consent so long as the proposed assignment or delegation does not attempt to modify the Contract in any way or to alter or impair State’s rights or remedies under the Contract or state law.

6. Risk and Liability

6.1. Risk of Loss. Contractor shall bear all risk of loss to Materials while in pre-production, production, storage, transit, staging, assembly, installation, testing, and commissioning, if and as those duties are within the scope of the Work, until they have been accepted as conforming by State in the particular location and situation specified in the Order, or as specified generally elsewhere in the Contract if the Order does not provide particulars, provided that, risk of loss for nonconforming Materials will remain with Contractor notwithstanding acceptance to the extent the loss stems from the nonconformance.

6.2. General Contractor Indemnification and Insurance Requirements

6.2.1. Contractor Indemnification (Not Public Agency). To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or Subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by arContractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona.

6.2.2. Insurance Requirements. Addendum A to the Special Terms and Conditions: Contractor Insurance Requirements is incorporated herein as part of the Special Terms and Conditions.

6.3. Patent and Copyright Indemnification. With respect to Materials or Services provided or proposed by a Contractor Indemnitor for performance under the Contract, Contractor shall indemnify, defend and hold harmless State Indemnitees against any third-party claims for liability, costs, and expenses, including, but not limited to reasonable attorneys' fees, for infringement or violation of any patent, trademark, copyright, or trade secret by the Materials and the Services. With respect to the defense and payment of claims under this subparagraph:

Direct Contract | Revision No. 1 | Revised 03-24 | Page 12 of 33

100 N. 15th Avenue, Ste.103

6.3.1. State shall provide reasonable and timely notification to Contractor of any claim for which Contractor may be liable under this paragraph;

6.3.2. Contractor, with reasonable consultation from State, shall have control of the defense of any action on an indemnified claim including all negotiations for its settlement or compromise;

6.3.3. State may elect to participate in such action at its own expense; and

6.3.4. State may approve or disapprove any settlement or compromise, provided that, (i) State shall not unreasonably withhold or delay such approval or disapproval and (ii) State shall cooperate in the defense and in any related settlement negotiations.

7. General Provisions for Services

7.1. Applicability. Article 7 applies to the extent the Work is or includes Services.

7.2. Comprehensive Services. Contractor shall provide the comprehensive range of Services for which a price is established in the Contract.

7.3. Additional Services. Either party may make the request to add Services to the Contract; regardless of who makes the request, the parties shall negotiate in good faith a fair price for any additional Services, but State may elect not to add some or all of the Services in question if no agreement is reached on pricing in a timely manner. Contractor’s request or proposal in response to State’s request shall include documentation demonstrating that the proposed price for the additional Services is both fair and reasonable and comparable to the original prices.

7.4. Off-Contract Services. Contractor shall ensure that the ordering process for the Services prevents Orders for Services not included in the scope of the Contract (and for which no price or compensation has been established in the Contract) or Services explicitly excluded from the Contract. Notwithstanding that State might have its own internal administrative rules regarding off-contract or excluded ordering of Services, and endeavors to prevent such Orders from occurring, Contractor is responsible for not accepting any such Orders. State may, at its discretion, cancel any such Order without obligation.

7.5. Acceptance of Services. State has the right to accept Services subject to acceptance criteria. State may apply acceptance criteria to the Contract or a specific Order, which may include, but are not limited to, accuracy, completeness, conformance to requirements, or quality. State shall not pay Contractor for unaccepted Services, and State may, at its discretion, withhold or make partial payment for any rejected Services, while Contractor is in the process of re-performing or otherwise curing the grounds for State’s rejection.

7.6. Corrective Action Required. Notwithstanding any other guarantees, general warranties, or particular warranties Contractor has given under the Contract, and in addition to any other rights and remedies available under the Contract, if Contractor fails to perform any material portion of the Services including, but not limited to, failure to complete any contractual deliverable or failure to meet agreed-upon service levels or service standards set out in or referred to in the Contract, then Contractor shall perform a root-cause analysis to identify the source of the failure and use all commercially reasonable efforts to correct the failure and meet the Contract requirements as promptly as is practicable.

7.6.1. Contractor shall provide State a report detailing the identified cause and setting out its detailed corrective action plan promptly after the date the failure occurred (or the date when the failure first became apparent, if it was not apparent immediately after occurrence).

Direct Contract | Revision No. 1 | Revised 03-24 | Page 13 of 33

100 N. 15th Avenue, Ste.103

7.6.2. State may demand to review and approve Contractor’s analysis and plans, and Contractor shall make any and all reasonable corrections State instructs and adopt State’s recommendations, including any measures State determines to be necessary for employee or public safety, or the protection of property or the environment.

7.6.3. Contractor shall take the necessary action(s) to avoid any like failures in the future.

8. Press/Publicity: Prior to pursuing any press or publicity regarding these services, the contractor shall work with AJDC. ADJC retains approval rights concerning any such factors.

9. Business Standing A.R.S. § 10-1501: A selected Contractor whose business structure requires that documents be filed regularly with the Arizona Corporation Commission (ACC) must remain in good standing with the ACC during the term of the Contract. An out-of-state firm selected for Contract award must file necessary documents with the ACC as doing business in Arizona prior to execution of the Contract and, throughout the term of the Contract, must remain in good standing with the ACC and the entity where the original documents were filed.

10. Independent Status Of The Contractor:

10.1. Personnel actions of employees on the Contractor’s payroll shall be the Contractor's responsibility. The Contractor shall comply with all applicable government regulations related to the employment, compensation and payment of personnel.

10.2. The Department will not be responsible in any way for the damage or loss caused by fire, theft, accident, or otherwise to the Contractor's stored supplies, materials, equipment, or Contractor’s employee's personal property stored on Department property.

11. Confidentiality Of Records: The Contractor shall establish and maintain procedures and controls, that are acceptable to the Department for the purpose of assuring that no information contained in its records or obtained from the Department or from others in carrying out its functions under the Contract shall be used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting such information should be referred to the Department. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of the Contractor as needed for the performance of duties under the Contract, unless otherwise agreed to in writing by the Department.

12. Compliance With Department Laws, Rules And Regulations: The Contractor shall abide by all formally adopted Department Rules and General Operating Policies and Procedures as applicable for fulfilling the obligations outlined in the Contract.

Any allegations of non-compliance with Department Rules, General Operating Policies and/or Procedures, or other Contractor misconduct shall be subject to investigation by the Department and may result in Contract termination. The Department’s General Operating Policies and Procedures are available for review upon request.

13. Background Check: (Only applicable if entering ADJC secure facility): To the extent applicable, prior to entering the facility ADJC will require contracted providers and subcontractors to submit to the ADJC a complete list of all employees wanting to enter the facility which includes the following information: (a) name of employee; (b) address; (c) date of birth; (d) social security number; and (e) Arizona driver’s license number. The ADJC or using agency reserves the right to exclude any provider’s employee(s) who fail to submit this required information or if, as a result of the ADJC’s background check, a finding of undesirable criminal or employment history is found regarding any of the provider’s employees.

14. ADJC reserves the right to make investigations, as deemed necessary, to determine the ability of the contractor to perform the specified work. The contractor shall furnish to ADJC all such information and data for this purpose as may be requested. ADJC reserves the right to reject any bid if evidence submitted or investigation fails to satisfy the owner that the contractor is properly qualified to carry out the obligations of the solicitation. Conditional bids shall not be accepted.

15. Notice Warning: Any person who takes into or out of or attempts to take into or out of a correctional facility or the grounds belonging to or adjacent to a correctional facility, any item not specifically authorized by the correctional facility, shall be

Direct Contract | Revision No. 1 | Revised 03-24 | Page 14 of 33

100 N. 15th Avenue, Ste.103 prosecuted under the provisions of the Arizona Revised Statutes. All persons, including employees and visitors, entering upon these confines are subject to routine searches of their persons, vehicles, property or packages.

Authority: A.R.S. § 13-2501;

A.R.S. § 13-2505;

16. Contraband: Contraband means any dangerous drug, narcotic drug, marijuana, intoxicating liquor of any kind, deadly weapon, dangerous instrument, explosive, wireless communication device, multimedia storage device or other article whose use of or possession would endanger the safety, security or preservation of order in a correctional facility or any person therein. (Any other article includes any substance which could cause abnormal behavior, i.e., marijuana, nonprescription medication, etc.) Promoting prison contraband A.R.S. § 13-2505:

Authority: A.R.S. § 13-2501;

A.R.S. § 13-2505;

17. Federal Prison Rape Elimination Act 2003: The Contractor shall comply with the Federal Prison Rape Elimination Act of 2003. Reference 28 C.F.R. Part 115.

18. Unlawful Sexual Conduct: A person commits unlawful sexual conduct by intentionally or knowingly engaging in any act of a sexual nature with an offender who is in the custody of the ADCRR, the Department of Juvenile Corrections, a private prison facility or a city or county jail or with an offender who is under the supervision of either Department or a city or county. For the purposes of this subsection, "person" means a person who:

18.1. Is employed by the Arizona Department of Corrections (ADCRR) or ADJC.

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

18.3. Contracts to provide services with the ADCRR, ADJC, a private prison facility or a city or county jail.

18.4. Is an official visitor, volunteer or agency representative of the ADCRR, ADJC, a private prison facility or a city or county jail.

18.5. This section does not apply to a person who is employed by the ADCRR, a private prison facility or a city or county jail or who contracts to provide services with the ADCRR, a private prison facility or a city or county jail or an offender who is on release status if the person was lawfully married to the prisoner or offender on release status before the prisoner or offender was sentenced to the ADCRR or was incarcerated in a city or county jail.

18.6. Unlawful sexual conduct with an offender who is under fifteen years of age is a class 2 felony. Unlawful sexual conduct with an offender who is between fifteen and seventeen years of age is a class 3 felony. All other unlawful sexual conduct is a class 5 felony.

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

19. Eligibility For State Or Local Public Benefits; Documentation And Violations: Contractors providing services to the State, shall ensure compliance with A.R.S. § 1-502. A.R.S. § 1-502 requires each person applying or receiving a public benefit to provide documented proof which demonstrates a lawful presence in the United States. The State shall reserve the right to conduct unscheduled, periodic process and documentation audits to ensure Contractor compliance. All available contract remedies, up to and including termination may be taken for failure to comply with A.R.S. § 1-502 in the delivery of services under this Contract.

20. Tobacco Free Facility (Only applicable if entering ADJC secure facility): Due to the hazards of smoking and exposure to secondhand smoke and state law prohibiting tobacco use at safe school sites (secure facilities), ADJC shall protect its employees and youth from the dangers of smoking in compliance to ARS §36-601.01, 02. The Contractor and its subcontractors understand that ADJC does not allow tobacco products inside secure facilities. The Contractor and subcontractors employees shall not use tobacco products on or about ADJC secure facility properties which include the parking lots. Tobacco products include but not limited to:

Direct Contract | Revision No. 1 | Revised 03-24 | Page 15 of 33

100 N. 15th Avenue, Ste.103

● Cigarettes

● Cigars

● Smokeless tobacco

● Chewing tobacco

● Snuff

● E-Cigarettes

● Pipe Tobacco

21. Fingerprinting: (Only applicable if entering Adobe Mountain Secure Care Facility): The Contractor and subcontractors agree, to the extent applicable to its employees, to comply with A.R.S. §41-2814 as may be amended.

Direct Contract | Revision No. 1 | Revised 03-24 | Page 16 of 33

Addendum A to the Special Terms and Conditions

100 N. 15th Avenue, Ste.103

1.1 Insurance Requirements

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

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

1.2 Minimum Scope and Limits of Insurance Contractor shall provide coverage with limits of liability not less than those stated below.

1.2.1 Commercial General Liability (CGL) – Occurrence Form

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

· General Aggregate $2,000,000

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

· Personal and Advertising Injury $1,000,000

· Damage to Rented Premises $50,000

· Each Occurrence $1,000,000

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

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

1.2.2 Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or nonowned automobiles used in the performance of this Contract.

• Combined Single Limit (CSL) $1,000,000

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

Direct Contract | Revision No. 1 | Revised 03-24 | Page 17 of 33

100 N. 15th Avenue, Ste.103

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

1.2.3 Workers’ Compensation and Employers’ Liability

· Workers' Compensation Statutory

· Employers' Liability o Each Accident $1,000,000 o Disease – Each Employee $1,000,000 o Disease – Policy Limit $1,000,000

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

b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S.

§ 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

1.3 Additional Insurance Requirements The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions:

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

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

1.4 Notice of Cancellation Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number).

1.5 Acceptability of Insurers Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers.

Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

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

Direct Contract | Revision No. 1 | Revised 03-24 | Page 18 of 33

100 N. 15th Avenue, Ste.103

1.6.1 All such certificates of insurance and policy endorsements must be received by the State before work commences. The State’s receipt of any certificates of insurance or policy endorsements that do not comply with this written agreement shall not waive or otherwise affect the requirements of this agreement.

1.6.2 Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract.

1.6.3 All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

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

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

Direct Contract | Revision No. 1 | Revised 03-24 | Page 19 of 33

Uniform Terms and Conditions

100 N. 15th Avenue, Ste.103 Phoenix, AZ 85007

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

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

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

1.3. “Contract” means the combination of the Solicitation, including the Instructions to Offerors, the Uniform and Special Terms and Conditions, and…