CTR079219_Twinning_Project_EXECUTED.pdf

CONTRACTOR IS STRONGLY ENCOURAGED TO READ THE ENTIRE CONTRACT.

Table of Contents

Scope of Work 2

Exhibit A - Requirements for Contractors 5

Special Terms and Conditions 6

Addendum A - Contractor Insurance Requirements 14

Uniform Terms and Conditions 10.5 18

Contract Signature Page 33

Attachment 1 – Forced Labor of Ethnic Uyghurs Ban 34

Attachment 2- Rules for Non-Employees of ADCRR in Arizona State Prisons 35

Direct Contract | Revision No. 1 | Revised 03-24 | Page1of36

Direct Contract Arizona Department of Corrections, Rehabilitation

& Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

Contract No.: CTR079219

Description: Twinning Project

Scope of Work

1. Purpose and Background

1.1. Mission: Our mission is toenhancepublicsafetyacrossArizonathroughmodern,effective correctional practices and meaningful engagements.

1.2. Purpose: The intent of this contract is to allow The Arizona Department of Corrections, Rehabilitation,andReentry(ADCRR,State,orDepartment)toenterintoacontract(s)forthe procurement of the following specified services, as specified in this scope of work.

1.3. Legal Authority: In accordance with Arizona Revised Statutes (A.R.S.) § 41-2535, and ArizonaAdministrativeCode(A.A.C.)R2-7-D301(4),StateestablishesthiscontractwithThe Twinning Project, Inc. (“Twinning Project”) to provide the Services described herein.

1.4. Background: Twinning Project provides education and training to incarcerated individuals (“Participants”) by engaging coaching staff from basketball clubs (who act as delivery partners) to deliver its programming. The curriculum is leadership in basketball coaching qualification.ThemissionoftheprogramistoteachtheParticipantsnewskillsandindoing so improve their mental and physical health, reduce idleness, and prepare them for prosocial behavior upon release.

2. Contractor Requirements

The Twinning Project, Inc. shall:

2.1. Provide one(1)cohort,ofapproximatelysix(6)toeight(8)weeksinlengthandbeginwith sixteen (16) Participants, atPerryville Women’s Prisonin Arizona.

2.1.1. The cohort shall include, but not limited to:

2.1.1.1. Provide education and training to participants using coaching staff from basketball clubs to deliver its programming, as described at 1.4 above.

2.1.1.2. Provide safe basketball instruction during practices and games; ensure that all participants wear the required uniform and safety gear.

2.1.1.3. Supply all equipment and supplies for classroom instruction, basketball practices, and games.

2.2. Maintain attendance reports on the number of participants.

2.3. Ensure all staff comply with the orientation process and background check requirements.

2.4. Ensure that, collectively, staff are able to present information in English and Spanish (for clarity, not every member of the staff needs to be bilingual).

Direct Contract | Revision No. 1 | Revised 03-24 | Page2of36

Scope of Work Arizona Department of Corrections, Rehabilitation

& Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

2.5. Ensure staff are present for information sessions about the program to potential participants.

3. State-Provided items

ADCRR will:

3.1. Assign a program administrator or designee as the primarycontactpersonattheprison location to administer and coordinate issues or concerns arising.

3.2. Assign a coordinator to ensure contractor volunteers meet and satisfy ADCRR staff to ensure the posting of flyers and signup sheets about the program in English and Spanish.

3.3. Screen and select participants for the program using the following eligibility criteria:

3.3.1. Be classified as Level 3 security.

3.3.2. Be within eighteen (18) months of their release date; provided that one (1) participant in the cohort will not meet the release date eligibility criteria to provide encouragement and support for recruitment and participation of participants in future cohorts.

3.3.3. Have no disciplinary guilty findings in the last ninety (90) days.

3.3.4. Have no separatees or active separation orders.

3.3.5. Have no pending charge(s) or prior conviction(s) for any sex or sex related offense(s).

3.3.6. Have no pending charge(s) or prior conviction(s) foranyoffenserelatedtoor against a child/minor.

3.3.7. Have no pendingcharge(s)orpriorconviction(s)foranoffense(s)relatedtoa domestic or foreign terrorist act.

3.3.8. Must receive a medical clearance that states that the Participantismedically approved to participate in the basketball program.

3.4. Removeparticipantsfromtheprogramthatfailtomeetperformancemeasuresandrefuse to comply with mandated directives.

3.5. Provide the institution gymnasium and recreation yard as the locations for basketball instruction, practice and games.

Direct Contract | Revision No. 1 | Revised 03-24 | Page3of36

Scope of Work Arizona Department of Corrections, Rehabilitation

& Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

3.6. Provide anadequatenumberofcorrectionofficersinthegymnasiumandrecreationyard area during instruction, practice and games.

3.7. Provide physical space suitable to accommodate Twinning Project and/or its subcontractor’s staff to conduct classroom sessions.

3.8. Pay Contractor a fee of $10,000 for the cohort.

4. Reporting.

4.1. ContractorshallprovideareportaftereachcohortinregardstotheServices,includingby describing program metrics, outcomes, staff, challenges, training and professional development results.

4.2. The Report shall include:

4.2.1. Summary of the course content;

4.2.2. Dates of Delivery;

4.2.3. Number of coaches attending each session of the cohort;

4.2.4. Number of people registered for the cohort;

4.2.5. Number of people who attended every session of the cohort; and

4.2.6. List of Graduates.

4.3. Contractorshallconductasurveywithparticipantsbeforethebeginningandtheendofthe cohort for feedback. The surveys shall be included in the report at the end of the cohort.

5. Deliverables:

The Contractor shall submit:

5.1. Aninvoicewiththeabove-notedreportasspecifiedinSectionfour(4)uponcompletionof the cohort.

6. Notices, Correspondence, Reports, and Invoices:

6.1. Notices, Correspondence, and reports from the Contractor shall be sent to:

Arizona Department of Corrections, Rehabilitation, and Reentry Attn: Accounts Payable 701 E. Jefferson Street Phoenix, AZ 85034

6.2. Invoices shall be sent toADCPayables@azadc.gov

Direct Contract | Revision No. 1 | Revised 03-24 | Page4of36

Scope of Work Arizona Department of Corrections, Rehabilitation

& Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

Direct Contract | Revision No. 1 | Revised 03-24 | Page5of36

Exhibit A - Requirements for Contractors Arizona Department of Corrections, Rehabilitation

& Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

Special Terms and Conditions

1.0 Contract Administration and Operation

1.1 Term of Contract. The term of the Contract will commence on the date it has been executedbyContractorandStateandcontinueuntiltheServicesarecompleted,unless canceled, terminated, or until spend has reached $100,000.

2.0 Eligible Agency:This contract is a single-agencycontract for the sole use of ADCRR.

3.0 Costs and Payments: As described in Scope of Work.

4.0 Risk and Liability:General Contractor Indemnificationand Insurance Requirements

4.1 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(hereinafterreferredtoas“Indemnitee”)fromandagainstanyandallclaims, actions, liabilities, damages, losses, or expenses (includingcourtcosts,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 tangibleorintangiblepropertycaused,orallegedtobecaused,inwholeorinpart,bythe negligentorwillfulactsoromissionsofContractororanyofitsowners,officers,directors, agents, employees or Subcontractors. This indemnity includes any claim or amount arising out of, orrecoveredunder,theWorkers’CompensationLaworarisingoutofthe failureofsuchContractortoconformtoanyfederal,state,orlocallaw,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 solelyfromthenegligentor willfulactsoromissionsoftheIndemnitee,beindemnifiedbyContractorfromandagainst 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 rightsof subrogationagainsttheStateofArizona,itsofficers,officials,agents,andemployeesfor losses arising from the work performed by the Contractor fortheStateofArizona.This indemnity shall not apply if the Contractor or Subcontractor(s) is/are an agency,board, commission or university of the State of Arizona.

4.2 Insurance Requirements: Addendum A to the Special Terms and Conditions:

Contractor Insurance Requirements is incorporated herein as part of the Special Terms and Conditions.

5.0 General Provisions for Services:

5.1 ComprehensiveServices.ContractorshallprovidethecomprehensiverangeofServices for which a price is established in the Contract for ordering by Eligible Agencies.

Direct Contract | Revision No. 1 | Revised 03-24 | Page6of36

Special Terms and Conditions Arizona Department of Corrections, Rehabilitation

& Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

5.2 Additional Services. State after good faith consultation with Contractor and upon Contractor’s agreement, may modify thescopeoftheContractbyContractAmendment to include additional Services or service categories thatarewithinthegeneralscopeof the ones originally covered by the Contract. Once the Contract Amendment is fully executed,Contractorshallthenupdateallapplicablepricingandmakethemavailableto all affected entities at no additional cost. Either party may make the request to add ServicestotheContract;regardlessofwhomakestherequest,thepartiesshallnegotiate ingoodfaithafairpriceforanyadditionalServices,butStatemayelectnottoaddsome oralloftheServicesinquestionifnoagreementisreachedonpricinginatimelymanner.

Contractor’s request or proposal in response to State’s request shall include documentation demonstrating that theproposedpricefortheadditionalServicesisboth fair and reasonable and comparable to the original prices.

5.3 Off-ContractServices.ContractorshallensurethattheorderingprocessfortheServices preventsOrdersforServicesnotincludedinthescopeoftheContract(andforwhichno 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. The State may, at its discretion, cancel any such Order without obligation.

5.4 Removal of Personnel. Notwithstanding that Contractor is in every circumstance responsibleforhiring,assigning,directing,managing,training,disciplining,andrewarding its personnel, State may at its discretion, and without the obligation to demonstrate cause, instruct Contractor to remove any of its personnel from State’s facilities orfrom further assignment under the Contract. In such cases, the Contractor shall promptly replace removed personnel with other personnel that have equivalent qualifications, experience, and capabilities.

5.5 Accuracy of Work. Contractor is responsible for theaccuracyoftheServices,andshall promptlymakeallnecessaryrevisionsorcorrectionsresultingfromerrorsandomissions on its part without additional compensation. Acceptance by State shall not relieve Contractor of responsibility for correction of any errors discovered subsequently or necessary clarification of any ambiguities.

5.6 Requirements at Location of Services

5.6.1 ContractorpersonnelshallperformtheirassignedportionsoftheServicesatthe specific location indicated in the Order. Contractor acknowledges that the location might be inside an industrial building, institutional building, or one of various office types and classes.

5.6.2 If performing the Services requires Contractor personnel to work inside a secured perimeter at certain institutional facilities (including but not limited to prisons)wherepriorclearancesarerequired,Contractorshallcontactthefacility directly in advance of performing the Services to confirm its current security

Direct Contract | Revision No. 1 | Revised 03-24 | Page7of36

Special Terms and Conditions Arizona Department of Corrections, Rehabilitation

& Reentry 701 E. Jefferson Street

Phoenix, AZ 85034 clearance procedures, allowable hours for work, visitor dress code, and other applicablerules.Stateshallnotpayanyadditionalfees(includingbutnotlimited to service charges) or excuse late performance, if theContractorhasfailedto comply with these requirements.

5.7 AcceptanceofServices.TheStatehastherighttoacceptServicessubjecttoacceptance criteria. The State may apply acceptance criteria to the Contract or a specific Orderof services under the contract, which may include, but are not limited to, accuracy, completeness,conformancetorequirements,orquality.StateshallnotpayContractorfor unaccepted Services, and Statemay,atitsdiscretion,withholdormakepartialpayment foranyrejectedServices,whileContractorisintheprocessofre-performingorotherwise curing the grounds for State’s rejection.

5.8 CorrectiveActionRequired.Notwithstandinganyotherguarantees,generalwarranties,or particularwarrantiesContractorhasgivenundertheContract,andinadditiontoanyother 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 contractualdeliverableorfailuretomeetagreed-uponservicelevelsorservicestandards set out in or referred to in the Contract, then Contractor shall perform a root-cause analysistoidentifythesourceofthefailureanduseallcommerciallyreasonableeffortsto correct the failure and meet the Contract requirements as promptly as is practicable.

5.8.1 ContractorshallprovideStateareportdetailingtheidentifiedcauseandsetting outitsdetailedcorrectiveactionplanpromptlyafterthedatethefailureoccurred (or the date when the failure first became apparent, if it was not apparent immediately after occurrence).

5.8.2 TheStatemaydemandtoreviewandapproveContractor’sanalysisandplans, and Contractor shall make any and all reasonable corrections State instructs and adopt State’srecommendations,includinganymeasuresStatedetermines to be necessary for employee or public safety, or theprotectionofpropertyor the environment.

5.8.3 TheContractorshalltakethenecessaryaction(s)toavoidanylikefailuresinthe future.

6.0 Data and Information Handling:

6.1 Data Protection and Confidentiality of Information. Contractor warrants that it will establish and maintain procedures and controls acceptable to State for ensuring that State’s proprietary and sensitive Data is protected from unauthorized access and information obtained from State or others in performanceofitscontractualdutiesisnot mishandled, misused, or inappropriately released or disclosed. For purposes of this paragraph,allDatacreatedbyContractorinanywayrelatedtotheContract,providedto Contractor by State, or prepared by others for State are proprietary to State, and all informationbythosesameavenuesisState’sconfidentialinformation.Tocomplywiththe foregoing warrant:

Direct Contract | Revision No. 1 | Revised 03-24 | Page8of36

Special Terms and Conditions Arizona Department of Corrections, Rehabilitation

& Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

6.1.1 Contractor shall provide the State and Eligible Agencies with a copy of its Disaster Recovery plan, if any, upon request. The Disaster Recovery plan, if any, shall outline the Contractor's actions, with timelines, in the event of a natural disaster,cyber-attackorlossofabilitytooperateandperformservices under this contract.

6.1.2 Contractor shall: (a) notify State immediately of any unauthorized access or inappropriate disclosures, whether stemming from an external Data Breach, internalDataBreach,systemfailure,orprocedurallapsewithintwenty-four(24) hours of a Data Breach, by sending an email to the Arizona Department of Homeland Security at AZSOC@azdohs.gov andGRC@azdohs.gov,reporting the incident that occurred; (b) cooperate with State to identify the source or cause and respond to each unauthorized access or inappropriate disclosure;

and (c) notify State promptly of any security threat that could result in unauthorized access or inappropriate disclosures; and

6.1.3 Contractor shall not: (a) release any such Data or allow it to be released or divulgeanysuchinformationtoanyoneotherthanitsemployeesorofficersas neededforeachperson’sindividualperformanceofhisorherdutiesunderthe Contract, unless State has agreed otherwise inadvanceandinwriting;or(b) respond to any requests it receives from a third party for such Data or information, and instead route all such requests to State’s designated representative.

6.2 Personally IdentifiableInformation.Contractorwarrantsthatitwillemployprotectionsfor any personally identifiable information (“PII”) belonging to State’s employees or other contractors or members of the general public that it receives from State or otherwise acquires in its performance under the Contract. For purposes of this paragraph:

6.2.1 PII has the meaning given in Arizona Revised Statute (A.R.S.) § 18-551; and

6.2.2 “Protections” has the meaning given in the NationalInstituteofStandardsand Technology (NIST)Special Publication 800-160, Revision2, Volume 1.

NOTE(1):Forconvenienceofreferenceonly,ArizonaRevisedStatute(A.R.S.)§18-551 is available at:https://www.azleg.gov/ars/18/00551.htm

NOTE(2):Forconvenienceofreferenceonly,NISTSP800-160,Revision2,Volume1is available at:

https://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-160v2r1.pdf

6.3 Protected Health Information. Contractorwarrantsthat,totheextentperformanceunder Contract involves individually identifiable health information (referred to hereinafter as protectedhealthinformation(“PHI”)andelectronicPHI(“ePHI”)asdefinedinthePrivacy Rule referred to below), it:

Direct Contract | Revision No. 1 | Revised 03-24 | Page9of36

Special Terms and Conditions Arizona Department of Corrections, Rehabilitation

& Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

6.3.1 is familiar with and will comply with the applicable aspects of the following collective regulatory requirements regarding patient information privacy protection: (a)the“PrivacyRule”inCFR45Part160andPart164pursuantto the Health Insurance Portability and Accountability Act (“HIPAA”) of 1996; (b) Arizona laws, rules, and regulations applicable to PHI/ePHI that are not preempted by CFR45-160(B)ortheEmployeeRetirementIncomeSecurityAct of1974(“ERISA”)asamended;and(c)State’scurrentandpublishedPHI/ePHI privacy and security policies and procedures;

6.3.2 willcooperatewithStateinthecourseofperformingundertheContractsothat both State and Contractor stay in compliance with the requirements in (1) above; and

6.3.3 will sign any documentsthatarereasonablynecessarytokeepbothStateand Contractor in compliance with the requirements in (1) above, in particular “Business Associate Agreements” in accordance with the Privacy Rule.

NOTE: For convenience of reference only, the Privacy Rule is available at:

http://www.hhs.gov/hipaa/for-professionals/privacy/index.html

6.4 Artificial Intelligence(AI)Prohibitions.ConsistentwithStatepolicy,ifContractorsupplies AIServicesorMaterials(eitherdirectlyorthroughSubcontractorsorthesaleoflicenses), such as research, development, training, implementation, deployment, maintenance, provision,orsaleofAIsystems,thenContractorisprohibitedfromusingStateofArizona MaterialsorDataingenerativeAIqueriesorforbuildingortrainingproprietarygenerative AI programs unless explicitly approved in advance by the State in writing.

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

6.4.2 Contractor shall perform due diligence to ensure proper licensure of model training data for all generative AI services.

7.0 Press/Publicity: Prior topursuinganypressorpublicityregardingtheseservices,thecontractor shall work with ADCRR’s Communications Department. ADCRR retains approval rights concerning any such factors.

8.0 Business Standing A.R.S. § 10-1501: AselectedContractorwhosebusinessstructurerequires that documents befiledregularlywiththeArizonaCorporationCommission(ACC)mustremain ingoodstandingwiththeACCduringthetermoftheContract. Anout-of-statefirmselectedfor ContractawardmustfilenecessarydocumentswiththeACCasdoingbusinessinArizonaprior 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.

Direct Contract | Revision No. 1 | Revised 03-24 | Page10of36

Special Terms and Conditions Arizona Department of Corrections, Rehabilitation

& Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

9.0 Independent Status Of The Contractor:

9.1 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.

9.2 TheDepartmentwillnotberesponsibleinanywayforthedamageorlosscausedbyfire, theft,accident,orotherwisetotheContractor'sstoredsupplies,materials,equipment,or Contractor’s employee's personal property stored on Department property.

10.0 ConfidentialityOfRecords:TheContractorshallestablishandmaintainproceduresandcontrols, thatareacceptabletotheDepartmentforthepurposeofassuringthatnoinformationcontained initsrecordsorobtainedfromtheDepartmentorfromothersincarryingoutitsfunctionsunder the Contract shall be used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Personsrequestingsuchinformation shouldbereferredtotheDepartment. Contractoralsoagreesthatanyinformationpertainingto individualpersonsshallnotbedivulgedotherthantoemployeesorofficersoftheContractoras needed for the performance ofdutiesundertheContract,unlessotherwiseagreedtoinwriting by the Department.

11.0 Compliance With Department Laws, Rules And Regulations: The Contractor shall abide by all formally adopted Department Rules and General Operating Policies and Procedures as applicableforfulfillingtheobligationsoutlinedintheContract. Anyallegationsofnon-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.

12.0 Rules And Regulations

12.1 Attention of the bidders is called to the requirements of the document Rules and RegulationsforNon-EmployeesoftheDepartmentofCorrectionsinArizonaStatePrison Complex, Attachment 3, which are attached hereinandwhichshallbeadheredtoinall respects.

12.2 Should the owner require signatures of other parties such as subcontractor orpersons directly orindirectlyemployedbythecontractor,itshallbethecontractor'sresponsibility to obtain such signatures.

13.0 ADCRRreservestherighttomakeinvestigations,asdeemednecessary,todeterminetheability ofthecontractortoperformthespecifiedwork. ThecontractorshallfurnishtoADCRRallsuch informationanddataforthispurposeasmayberequested. ADCRRreservestherighttoreject 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.

Direct Contract | Revision No. 1 | Revised 03-24 | Page11of36

Special Terms and Conditions Arizona Department of Corrections, Rehabilitation

& Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

14.0 Notice Warning: Any person who takes into or out of or attempts to take into or out of a correctionalfacilityorthegroundsbelongingtooradjacenttoacorrectionalfacility,anyitemnot specificallyauthorizedbythecorrectionalfacility,shallbeprosecutedundertheprovisionsofthe Arizona Revised Statutes. All persons, including employees and visitors, entering uponthese confines are subject to routine searches of their persons, vehicles, property or packages.

Authority: A.R.S. § 13-2501;

A.R.S. § 13-2505;

ADCRR Department Order 708

15.0 Contraband: Contraband means any dangerous drug, narcotic drug, intoxicating liquor of any kind, deadly weapon, dangerous instrument, explosive or any other article whose use of or possession wouldendangerthesafety,securityorpreservationoforderinacorrectionalfacility or any person therein. (Any other article includes any substance which could cause abnormal behavior,i.e.,marijuana,nonprescriptionmedication,etc.)PromotingprisoncontrabandA.R.S.§ 13-2505:

Authority: A.R.S. § 13-2501;

A.R.S. § 13-2505;

ADCRR Department Order 708

16.0 FederalPrisonRapeEliminationAct2003:TheContractorshallcomplywiththeFederalPrison Rape Elimination Act of 2003. Reference 28 C.F.R. Part 115.

17.0 Unlawful Sexual Conduct: A person commits unlawful sexual conduct by intentionally or knowingly engaging in any act of asexualnaturewithanoffenderwhoisinthecustodyofthe ADCRR,theDepartmentofJuvenileCorrections,aprivateprisonfacilityoracityorcountyjailor with an offender who is under the supervision ofeitherDepartmentoracityorcounty.Forthe purposes of this subsection, "person" means a person who:

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

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

17.3 ContractstoprovideserviceswiththeADCRR,theDepartmentofJuvenileCorrections,a private prison facility or a city or county jail.

17.4 Isanofficialvisitor,volunteeroragencyrepresentativeoftheADCRR,theDepartmentof Juvenile Corrections, a private prison facility or a city or county jail.

17.5 ThissectiondoesnotapplytoapersonwhoisemployedbytheADCRR,aprivateprison facility or a city or county jail or who contracts to provide services with the ADCRR, a privateprisonfacilityoracityorcountyjailoranoffenderwhoisonreleasestatusifthe person was lawfully married to the prisoner or offender on release status before the prisoneroroffenderwassentencedtotheADCRRorwasincarceratedinacityorcounty jail.

Direct Contract | Revision No. 1 | Revised 03-24 | Page12of36

Special Terms and Conditions Arizona Department of Corrections, Rehabilitation

& Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

17.6 Unlawful sexual conduct with an offender who isunderfifteenyearsofageisaclass2 felony. Unlawful sexual conduct with an offender who isbetweenfifteenandseventeen years of age is a class 3 felony. All other unlawful sexual conduct is a class 5 felony.

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

18.0 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 receivingapublicbenefittoprovidedocumentedproofwhich demonstratesalawfulpresenceintheUnitedStates.TheStateshallreservetherighttoconduct unscheduled, periodic process and documentationauditstoensureContractorcompliance. All available contract remedies, up to andincludingterminationmaybetakenforfailuretocomply with A.R.S. § 1-502 in the delivery of services under this Contract.

19.0 Security:Contractorshall,forty-eighthourspriortostartingwork,supplythefullnames,datesof birth and social security numbers for all employees andsubcontractoremployeeswhomaybe working at the job-site as requested for advance security clearance.

19.1 The Contractor will be required to perform allworkinconjunctionwiththeSecurityUnit whileontheinstitutionalgroundsandshallberesponsibleforallpersonnelemployedby their firm to ensure that institutional dress codes and overall policies are followed.

20.0 Permits: Contractor will obtain and pay for all required permits and licenses

Direct Contract | Revision No. 1 | Revised 03-24 | Page13of36

Special Terms and Conditions Arizona Department of Corrections, Rehabilitation

& Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

1. Indemnification:

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the StateofArizona,anditsdepartments,agencies,boards,commissions,universities,officers,officials, agents,andemployees(hereinafterreferredtoas“Indemnitee”)fromandagainstanyandallclaims, actions,liabilities,damages,losses,orexpenses(includingcourtcosts,attorneys’fees,andcostsof claimprocessing,investigationandlitigation)(hereinafterreferredtoas“Claims”)forbodilyinjuryor personal injury (including death), or loss or damage to tangible or intangible property caused, or allegedtobecaused,inwholeorinpart,bythenegligentorwillfulactsoromissionsofContractoror any of its owners,officers,directors,agents,employeesorsubcontractors.Thisindemnityincludes any claim or amountarisingoutof,orrecoveredunder,theWorkers’CompensationLaworarising outofthefailureofsuchContractortoconformtoanyfederal,state,orlocallaw,statute,ordinance, rule,regulation,orcourtdecree.ItisthespecificintentionofthepartiesthattheIndemniteeshall,in all instances, except for Claims arising solely from the negligent orwillfulactsoromissionsofthe Indemnitee, be indemnifiedbyContractorfromandagainstanyandallclaims.Itisagreedthatthe Contractorwillberesponsibleforprimarylossinvestigation,defense,andjudgmentcostswherethis indemnificationisapplicable.Inconsiderationoftheawardofthiscontract,theContractoragreesto waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona.

This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

2. Insurance Requirements:

2.1. Contractor and subcontractors shall procure and maintain, until alloftheirobligationshave 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 performanceoftheworkhereunderbytheContractor,itsagents,representatives,employees or subcontractors

2.2. The Insurance Requirements herein are minimum requirements for this Contractandinno waylimittheindemnitycovenantscontainedinthisContract.TheStateofArizonainnoway warrantsthattheminimumlimitscontainedhereinaresufficienttoprotecttheContractorfrom liabilitiesthatariseoutoftheperformanceoftheworkunderthisContractbytheContractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance.

3. Minimum Scope and Limits of Insurance:

Contractor shall provide coverage with limits of liability not less than those stated below.

3.1. Commercial General Liability (CGL) – Occurrence Form

Policy shall include bodily injury, property damage, and broad form contractual liability coverage as follows:

● General Aggregate $2,000,000

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

Direct Contract | Revision No. 1 | Revised 03-24 | Page14of36

Addendum A to the Special Terms and Conditions Contractor Insurance Requirements Arizona Department of

Corrections, Rehabilitation & Reentry

701 E. Jefferson Street Phoenix, AZ 85034

● Personal and Advertising Injury $1,000,000

● Damage to Rented Premises $50,000

● Each Occurrence $1,000,000

a. Thepolicyshallbeendorsed,asrequiredbythiswrittenagreement,toincludetheState of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials,agents,andemployeesasadditionalinsuredswithrespecttoliabilityarisingout 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.

4. Additional Insurance Requirements

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

4.1. 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 ofArizonashallbeexcessandnotcontributoryinsurance, as provided by A.R.S. § 41-621 (E).

4.2. Insurance provided bytheContractorshallnotlimittheContractor’sliabilityassumedunder the indemnification provisions of this Contract.

5. Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’sinsuranceshallnotbepermittedtoexpire,besuspended,becanceled,orbematerially changed for any reason without thirty (30) days prior written noticetotheStateofArizona.Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receivenoticeofapolicythathasbeenorwillbesuspended,canceled,materiallychangedforany reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shallbemailed,emailed,handdeliveredorsentbyfacsimiletransmissiontoArizonaDepartmentof Corrections, Rehabilitation & Reentry, 701 E. Jefferson ST., M/C 55302, Phoenix, AZ 85034.

6. 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 UnauthorizedInsurers.Insurersshallhavean“A.M.Best”ratingofnotlessthanA-VII.TheStateof Arizonainnowaywarrantsthattheabove-requiredminimuminsurerratingissufficienttoprotectthe Contractor from potential insurer insolvency.

Direct Contract | Revision No. 1 | Revised 03-24 | Page15of36

Addendum A to the Special Terms and Conditions Contractor Insurance Requirements Arizona Department of

Corrections, Rehabilitation & Reentry

701 E. Jefferson Street Phoenix, AZ 85034

7. 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.

7.1. 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.

7.2. 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.

7.3. AllcertificatesrequiredbythisContractshallbesentdirectlytotheDepartment.TheStateof Arizona project/contract number and project description shall be noted on the certificateof insurance.TheStateofArizonareservestherighttorequirecompletecopiesofallinsurance policies required by this Contract at any time.

The state of arizona acknowledges and agrees that, notwithstanding anything to the contrary set forthelswhereherein:(a)contractorhasprovidedacertificateofliabilityinsurancetothestate,and

(b) the state has confirmed that such certificate satisfies the state’s insurance requirements.

8. Subcontractors

Contractor’scertificate(s)shallincludeallsubcontractorsasinsuredsunderitspoliciesorContractor shall be responsible for ensuring and/or verifyingthatallsubcontractorshavevalidandcollectable insurance as evidenced by the certificates of insuranceandendorsementsforeachsubcontractor.

AllcoveragesforsubcontractorsshallbesubjecttotheminimumInsuranceRequirementsidentified above.TheDepartmentreservestherighttorequire,atanytimethroughoutthelifeofthiscontract, proof from the Contractor that its subcontractors have the required coverage.

9. Approval and Modifications

The Contracting Agency, in consultation with State Risk, reserves the right to review or make modificationstotheinsurancelimits,requiredcoverages,orendorsementsthroughoutthelifeofthis contract,asdeemednecessary.SuchactionwillnotrequireaformalContractamendmentbutmay be made by administrative action.

10. Exceptions

In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate ofself-insurance.Ifthe Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply.

Direct Contract | Revision No. 1 | Revised 03-24 | Page16of36

Addendum A to the Special Terms and Conditions Contractor Insurance Requirements Arizona Department of

Corrections, Rehabilitation & Reentry

701 E. Jefferson Street Phoenix, AZ 85034

1. DefinitionofTerms.AsusedinthisSolicitationandanyresultingContract,thetermslistedbelow 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”meansanyitemtheSolicitationwhichrequirestheOfferortosubmitaspart of the Offer.

1.3. “Contract” means the combination of the Solicitation, including the Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments.

1.4. "Contract Amendment" means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract.

1.5. “Contractor” means any person who has a Contract with the State.

1.6. “Data”meansrecordedinformation,regardlessofformorthemediaonwhichitmaybe recorded. The term may include technical dataandcomputersoftware.Thetermdoes not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

1.7. “Days” means calendar days unless otherwise specified.

1.8. “Exhibit”meansanyitemlabeledasanExhibitintheSolicitationorplacedintheExhibits section of the Solicitation generally containing maps, schematics,examplesofreports, orotherdocumentsthatwillbeusedtoperformtherequirementsoftheScopeofWork after contract award.

1.9. “Gratuity”meansapayment,loan,subscription,advance,depositofmoney,services,or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received.

1.10. “Materials” means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space.

1.11. “ProcurementOfficer”meanstheperson,orhisorherdesignee,dulyauthorizedbythe State to enter into and administer Contracts and make written determinations with respect to the Contract.

Direct Contract | Revision No. 1 | Revised 03-24 | Page17of36

Uniform Terms and Conditions Arizona Department of Corrections, Rehabilitation & Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

1.12. “Services”meansthefurnishingoflabor,timeoreffortbyaContractororSubcontractor whichdoesnotinvolvethedeliveryofaspecificendproductotherthanrequiredreports andperformance,butdoesnotincludeemploymentagreementsorcollectivebargaining agreements.

1.13. “State” means any department, commission, council, board, bureau, committee, institution, agency, government corporation or other establishment or official of the executive branch or corporation commission of the State of Arizona that executes the Contract.

1.14. “StateFiscalYear” means the period beginning withJuly 1 and ending June 30.

1.15. “Subcontract” means any Contract, express or implied, between the Contractor and anotherpartyorbetweenaSubcontractorandanotherpartydelegatingorassigning,in whole or in part, themakingorfurnishingofanyMaterialsoranyServicesrequiredfor the performance of the Contract.

1.16. “Subcontractor”meansapersonwhocontractstoperformworkorrenderServicestoa Contractor or to another Subcontractor as a part of a Contract with the State.

2. Contract Interpretation

2.1. Arizona Law. The Arizona law applies to this Contractincluding,whereapplicable,the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.

2.2. Implied Contract Terms. Each provision of law and any terms required bylawtobein this Contract are a part of this Contract as if fully stated in it.

2.3. ContractOrderofPrecedence.IntheeventofaconflictintheprovisionsoftheContract, asacceptedbytheStateandastheymaybeamended,thefollowingshallprevailinthe order set forth below:

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits; then

2.3.7. Any other documents referenced or includedintheSolicitationincluding,but notlimitedto,anyBidorOfferdocumentsprovidedbytheContractorthatdo not fall into one of the above categories.

Direct Contract | Revision No. 1 | Revised 03-24 | Page18of36

Uniform Terms and Conditions Arizona Department of Corrections, Rehabilitation & Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

2.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor. NeitherpartytothisContractshallbedeemedtobetheemployeeoragent of the other party to the Contract.

2.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract.

2.6. No Parol Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. Nocourseofpriordealingsbetweenthepartiesandno usageofthetradeshallsupplementorexplainanytermsusedinthisdocumentandno other understanding either oral or in writing shall be binding.

2.7. NoWaiver.Eitherparty’sfailuretoinsistonstrictperformanceofanytermorconditionof the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescinginthenonconformingperformanceknowsofthenatureofthe performance and fails to object to it.

3. Contract Administration and Operation

3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each Subcontractor toretainanyandallDataandother“records” relatingtotheacquisitionandperformanceoftheContractforaperiodoffive(5)years afterthecompletionoftheContract.Allrecordsshallbesubjecttoinspectionandaudit by the State at reasonable times.Uponrequest,theContractorshallproducealegible copy of any or all such records.

3.2. Non-Discrimination. The Contractor shall comply with State Executive Order Nos.

2023-09, 2023-01, 2009-09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act.

3.3. Audit.PursuanttoA.R.S.§35-214,atanytimeduringthetermofthisContractandfive (5)yearsthereafter,theContractor’soranySubcontractor’sbooksandrecordsshallbe subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract.

3.4. FacilitiesInspectionandMaterialsTesting.TheContractoragreestopermitaccesstoits facilities, Subcontractor facilities, and the Contractor’s processes or services, at reasonabletimesforinspectionofthefacilitiesorMaterialscoveredunderthisContract asrequiredunderA.R.S.§41-2547.TheStateshallalsohavetherighttotest,atitsown cost, the Materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor Materials testing shall constitute final acceptance of the Materials or Services. If the State determines non-compliance of the Materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.

Direct Contract | Revision No. 1 | Revised 03-24 | Page19of36

Uniform Terms and Conditions Arizona Department of Corrections, Rehabilitation & Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

3.5. Notices. NoticestotheContractorrequiredbythisContractshallbemadebytheState to the person indicated on the OfferandAcceptanceformsubmittedbytheContractor unless otherwise stated in the Contract. Notices to the State required by theContract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation, stated in the Contract, or listed on the State’s eProcurement system. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary.

3.6. Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertiseorpromoteinformationforcommercialbenefitconcerningthisContractwithout the prior written approval of theProcurementOfficer.

3.7. ContinuousImprovement.Contractorshallrecommendcontinuousimprovementsonan on-goingbasisinrelationtoanyMaterialsandServicesofferedundertheContract,with aviewtoreducingStatecostsandimprovingthequalityandefficiencyoftheprovisionof Materials or Services. State may require Contractor to engage in continuous improvements throughout the term of the Contract.

3.8. OtherContractors.Statemayundertakeonitsownorawardothercontractstothesame or other suppliers for additional or related work. In such cases, the Contractor shall cooperatefullywithStateemployeesandsuchothersuppliersandcarefullycoordinate, fit, connect, accommodate, adjust, or sequence its work totherelatedworkbyothers.

Where the Contract requires handing-off Contractor’s work to others, Contractor shall cooperate as State instructs regarding the necessary transfer of its work product, Materials, Services, or records to State or the other suppliers. Contractor shall not commitorpermitanyactthatinterfereswiththeState’sorothersuppliers’performance oftheirwork,providedthat,Stateshallenforcetheforegoingsectionequitablyamongall its suppliers so as not impose an unreasonable burden on any one of them.

3.9. Ownership of Intellectual Property

3.9.1. Rights In Work Product. All intellectual property originated or prepared by Contractor pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual copyrights, trademarks, trade names, trade secrets, technical communications, records reports, computer programs and other documentation or improvements thereto, including Contractor’s administrative communications and records relating to the Contract, are considered work product and Contractor’s property, provided that, State has Government Purpose Rights to that work product as and when it was delivered to State.

3.9.2. “Government Purpose Rights” are:

3.9.2.1. the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwiderighttouse,modify,reproduce,release,perform,display, sublicense, disclose and create derivatives from that work product without restriction for any activity in which State is a party;

Direct Contract | Revision No. 1 | Revised 03-24 | Page20of36

Uniform Terms and Conditions Arizona Department of Corrections, Rehabilitation & Reentry 701 E. Jefferson Street

Phoenix, AZ 85034

3.9.2.2. the righttoreleaseordisclosethatworkproducttothirdpartiesfor any State government purpose; and

3.9.2.3. the right to authorize those to whom it rightfully releases or disclosesthatworkproducttouse,modify,release,createderivative works from the work product for any State government purpose;

suchrecipientsbeingunderstoodtoincludethefederalgovernment, the governments of other states, and various local governments.

3.9.3. “Government Purpose Rights” do not include any right to use, modify, reproduce, perform, release, display, create derivative works fromordisclose that work product for any commercial purpose, or to authorize others to do so.

3.9.4. Joint Developments. The Contractor and State may each use equally any ideas, concepts, know-how, or techniquesdevelopedjointlyduringthecourse oftheContract,andmaydosoattheirrespectivediscretion,withoutobligation of notice or accounting to the other party.

3.9.5. Pre-existingMaterial.Allpre-existingsoftwareandotherMaterialsdevelopedor otherwise obtained by or for Contractor or its affiliates independently of the Contract or applicable Purchase Orders are not part of the work product to which rights are granted State under subparagraph 3.9.1 above, and will remain the exclusive property of Contractor, provided that:

3.9.5.1. any derivative works of such pre-existing Materials or elements thereof that are created pursuant to the Contract are part of that work product;

3.9.5.2. any elements of derivative work of suchpre-existingMaterialsthat was not created pursuant to the Contract are notpartofthatwork product; and

3.9.5.3. except as expressly stated otherwise, nothing in theContractisto be construed to interfere or diminish Contractor’s or its affiliates’ ownership of such pre-existing Materials.

3.9.6. Developments Outside Of Contract. Unless expressly stated otherwise in the…