Keefe_Response_to_BMP005375.pdf

SEALED BID:

Keefe Commissary Network, L.L.C. DBA Access Corrections

JOB NO.:

Solicitation NO. BPM005375 Electronic Payment Transaction Processing Services

BID OPENING DATE:

October 6, 2023 at 3:00 PM

Arizona Department of Administration Arizona Department of Corrections, Rehabilitation and Reentry (ADCRR) State Procurement Office 100 N 15th Avenue Phoenix, AZ 85007 Attn: Kenneth Sanchez

Keefe Commissary Network 13369 Valley Boulevard

Fontana, CA 92335 800.411.1454

Attn: Terry Schroeder Group Vice President

Arizona Department of Corrections, Rehabilition and Reentry (ADCRR) Table of Contents Electronic Payment Transaction Processing Services BPM005375 ©2023 Keefe Group®

TABLE OF CONTENTS

Letter of Transmittal

Tab 1 Offer and Acceptance Form – Attachment 1 Tab 2 Boycott of Israel Disclosure – Attachment 2 Tab 3 Rules for Non-Employees of ADCRR in Arizona State Prisons

Form – Attachment 3 Tab 4 Confidential Information Form/Confidential Documents – Attachment 4 Tab 5 Conformance Statements and Deviations and Exceptions – Attachment 5 Tab 6 Subcontractors – Attachment 6 Tab 7 References – Attachment 7 Tab 8 Forced Labor of Ethnic Uyghurs Ban Form – Attachment 8 Tab 9 Accepted Payments Form – Attachment 9 Tab 10 Description of Work/Scope Delivery of Services - Section 4.5 Experience and Capability Tab 11 Pricing Offeror’s Fees

Attachment A Insurance Attachment 10 Letter of Insurability Attachment B Keefe Group Security Program Overview Attachment C Attestation of Compliance – Service Providers Attachment D TKC Holdings - IT Recovery Plan v2.0 – Executive Summary – CONFIDENTIAL Attachment E Fraud Detection and Prevention Overview – CONFIDENTIAL Attachment F Financials – CONFIDENTIAL Attachment G Walk-in Storefront Locations

10880 Linpage Place Saint Louis, Missouri 63132 800.325.8998 Fax: 314.963.8774 keefegroup.com

October 5, 2023

Arizona Department of Administration Arizona Department of Corrections, Rehabilitation and Reentry (ADCRR) Attn: Kenneth Sanchez State Procurement Office 100 N 15th Avenue Phoenix, AZ 85007

Re: BPM005375 – Electronic Payment Transaction Processing Services

Keefe Commissary Network, L.L.C. DBA Access Corrections (herein “Keefe”) would like to thank the Arizona Department of Corrections, Rehabilitation and Reentry (ADCRR) for the opportunity to submit a response to RFP No. BPM005375 for Electronic Payment Transaction Services. We have read the solicitation and meet or exceed all requirements. Per the RFP specifically, Keefe has read, acknowledges and agrees to all terms and conditions therein.

Access Corrections is confident our Electronic Payment Transation Processing Services is the best proposed solution for the Arizona Department of Corrections, Rehabilitation and Reentry (ADCRR), inmates, parolees and their friends and families.

Access Corrections has been partnered with ADCRR to provide deposit and payment services for the past 10 years. Inmates, parolees and their friends and families trust Access Corrections to send money or making payments easy. fast and convenient via our Website, Mobile App, Friendly 24/7 Call Center and the 1,842 Walk-up Storefront payment locations throughout Arizona.

Proposal Highlights Access Corrections’ offers for your consideration:

• Reduced Rates in every tier for both deposits and payments. Most Parolees, Friends and Families will save an estimated 17% on their transaction fees.

• FREE Inmate Visitation Background Check fee

• FREE Money order/Check processing for Deposits and Payments via our Lockbox

Services.

• Various promotions to reduce fees up to including FREE transactions.

Access Corrections’ proposal comes with the many benefits of a seamless integration with our Keefe Banking software in use by (ADCRR).

Speed

• Deposits are applied to the inmate’s account when the depositor completes the transaction – no wait time for hours until the vendor sends a deposit file.

o Accelerates collections of debt and provides timely funds for commissary or other disbursements.

• Constant communication between Keefe Cloud Banking and Access Corrections removes inactive accounts promptly to avoid inadvertent postings to released inmate accounts.

Completeness

• Nightly ACH transfers are posted automatically to the Keefe Cloud o Deposits account receivable for a self-reconciling ledger experience.

• Automatic ACH deposits appear in the Keefe Cloud Bank Reconciliation with the timestamp of the actual transfer of funds.

One stop reporting

• All Access Corrections reporting is embedded into the Keefe Cloud banking site – o no need to log into a separate web site to see your deposit activity, investigate depositor and recipient relationships, review restrictions, or view audit trail.

Safety

• All deposits guaranteed.

o You won’t be asked to reverse a deposit in the Keefe Cloud Banking system or to reimburse Access Corrections for depositor chargebacks.

• Keefe Cloud Banking uses account locks to let customers remove an active inmate from the recipients searchable in Access Corrections

At Keefe, we focus every day on achieving the highest standards of quality, integrity and accountability in our business and believe we are the candidate best suited to exceed your expectations.

Thank you for consideration of our company.

Sincerely, Michael J. Manning Vice President Phone: 314.863-8707 Email: mmanning@keefegroup.com mailto:mmanning@keefegroup.com

Arizona Department of Corrections, Rehabilition and Reentry (ADCRR) Attachment 1 Electronic Payment Transaction Processing Services Offer and Acceptance BPM005375 ©2023 Keefe Group® Page 1

OFFER AND ACCEPTANCE

4.2. Offer and Acceptance. Offers shall include a signed Offer and Acceptance form. The Offer and

Acceptance form shall be signed with a signature by the person authorized to sign the Offer, and shall be submitted in the State’s eProcurement system with the Offer no later than the Solicitation due date and time. Failure to return an Offer and Acceptance form shall result in rejection of the Offer.

Keefe Response: Keefe understands and will adhere.

Please see the following page for Keefe’s completed Offer and Acceptance Form.

Attachment 1: Offer and Acceptance Form Solicitation No. BPM005375

Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 1: Offer and Acceptance Form Rev. 4.2.2023

OFFER

TO THE STATE OF ARIZONA:

The Undersigned hereby offers and agrees to provide Electronic Payment Transaction Processing Services in compliance with all terms, conditions, specifications, and amendments in the Solicitation and any written exceptions in the Offer.

Offeror company name Signature of person authorized to sign Offer

Address Printed name and title

City, State, ZIP Contact name and title

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

1. Will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive Order 2009-9 or A.R.S. §§ 41-1461 through 1465;

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

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

4. Has submitted this Offer as a firm offer for 180 days following the Solicitation due date and time. After 180 days, the Offer will remain open unless revoked by Offeror via written withdrawal of Offeror’s proposal in accordance with the Arizona Procurement Code;

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

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

ACCEPTANCE OF OFFER

The Offer is hereby accepted.

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

The Contract shall henceforth be referred to as Contract No.

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

State of Arizona Awarded this Day of 20

Chief Procurement Officer signature

Keefe Commissary Network, LLC DBA Access Corrections

John Puricelli, Executive Vice President13369 Valley Boulevard

Fontana, CA 92335 Angelo Leber, Regional Account Manager aleber@keefegroup.com (909) 429-6963

Arizona Department of Corrections, Rehabilition and Reentry (ADCRR) Attachment 2 Electronic Payment Transaction Processing Services Boycott of Israel Disclosure BPM005375 ©2023 Keefe Group® Page 1

BOYCOTT OF ISRAEL DISCLOSURE

Keefe Response: Please see the following for Keefe’s response to Attachment 2 – Boycott of Israel Disclosure.

Attachment 2: Boycott of Israel Disclosure

Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 2: Boycott of Israel Disclosure Rev. 4.2.2023

Please note that if any of the following apply to this Solicitation, Contract, or Contractor, then the Offeror shall select the “Exempt Solicitation, Contract, or Contractor” option below:

● The Solicitation or Contract has an estimated value of less than $100,000;

● Contractor is a sole proprietorship;

● Contractor has fewer than ten (10) employees; and/or

● Contractor is a non-profit organization.

Pursuant to A.R.S. § 35-393.01, public entities are prohibited from entering into contracts “unless the contract includes a written certification that the company is not currently engaged in, and agrees for the duration of the contract to not engage in, a boycott of goods or services from Israel.”

Under A.R.S. § 35-393:

1. "Boycott" means engaging in a refusal to deal, terminating business activities or performing other actions that are intended to limit commercial relations with entities doing business in Israel or in territories controlled by Israel, if those actions are taken either:

(a) Based in part on the fact that the entity does business in Israel or in territories controlled by Israel.

(b) In a manner that discriminates on the basis of nationality, national origin or religion and that is not based on a valid business reason.

2. "Company" means an organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, limited liability company or other entity or business association, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate, that engages in for-profit activity and that has ten or more full-time employees.

5. "Public entity": (a) Means this State, a political subdivision of this State or an agency, board, commission or department of this

State or a political subdivision of this State. (b) Includes the universities under the jurisdiction of the Arizona board of regents and community college districts as defined in section 15-1401.

The certification below does not include boycotts prohibited by 50 United States Code Section 4842 or a regulation issued pursuant to that section. See A.R.S. § 35-393.03.

In compliance with A.R.S. § 35-393 et seq., all offerors must select one of the following:

☐ The Company submitting this Offer does not participate in, and agrees not to participate in during the term of the contract, a boycott of Israel in accordance with A.R.S. § 35-393 et seq. I understand that my entire response will become a public record in accordance with A.A.C. R2-7-C317.

☐ The Company submitting this Offer does participate in a boycott of Israel as described in A.R.S. § 35-393 et seq.

☐ Exempt Solicitation, Contract, or Contractor.

Indicate which of the following statements applies to this Contract:

Solicitation or Contract has an estimated value of less than $100,000;

Contractor is a sole proprietorship;

Contractor has fewer than ten (10) employees; and/or Contractor is a non-profit organization.

Company name Signature of person authorized to sign

Address Printed name and title

City State Zip Email address Phone number

X

Keefe Commissary Network, LLC DBA Access Corrections

John Puricelli, Executive Vice President13369 Valley Boulevard

Fontana, CA 92335 jpuricelli@keefegroup.com 314-919-4100 https://advance.lexis.com/document/?pdmfid=1000516&crid=1d22ae96-91e7-4fa9-b751-02b4d725faa3&pddocfullpath=%2Fshared%2Fdocument%2Ffe%2Furn%3AcontentItem%3A654C-M4F3-GXF6-84SC-00000-00&pdcontentcomponentid=4313&pdteaserkey=sr0&pditab=allpods&ecomp=rd-zk&earg=sr0&prid=a8f940d3-c58d-4e64-9124-f2bfdcdb31d8

Arizona Department of Corrections, Rehabilition and Reentry (ADCRR) Attachment 3 Electronic Payment Transaction Processing Services Rules for Non-Employees of ADCRR in Arizona State Prisons

RULES FOR NON-EMPLOYEES OF ADCRR

IN ARIZONA STATE PRISONS

Keefe Response: Please see the following page for Keefe’s response to Attachment 3 – Rules for Non-

Employees of ADCRR in Arizona State Prisons Form.

Attachment 3: Rules for Non-Employees of ADCRR in Arizona State Prisons Form

Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 3: Rules for Non-Employees Rev. 4.2.2023

POLICY STATEMENT:

While the institution recognizes the need of non-staff personnel to have in their possession certain personal items, limits are necessary for the security and safe operation of the institution.

PROCEDURES:

1. All persons entering the institution are subject to search prior to entry and while on the grounds of the institution. All non-staff personnel will, at all times, remain in their authorized area under the direction of the project coordinator.

2. Persons are allowed the materials necessary for the performance of their duties.

3. All non-staff personnel may have in their possession the following:

A. A wallet with normal contents, e.g.,

1) photos and personal papers.

2) currency not to exceed $40.00 (Forty Dollars). Excess will be reported to the shift commander prior to entry.

3) no credit cards or checkbooks are allowed.

B. Handkerchief and comb.

C. Tobacco products and smoking apparatus for normal daily use.

D. Keys as necessary (auto and home).

E. Fingernail clipper.

F. Confectionary items (gum, candy, etc.)

G. Watch and rings.

4. All persons are prohibited from introducing medication drugs into the institution grounds unless such a medication has been properly prescribed by a licensed physician and is in the original prescription container.

A. Medications of a stimulate nature, i.e., Dexedrine, Preludins, Tenuate or any other appetite suppressant or any hypnotic-type drug, are specifically prohibited on institution property. Persons who are taking this type of medication prior to coming to the institution will report this fact to the Shift Commander, prior to reporting to their authorized area.

B. Persons taking medications of the tranquilizer class, i.e., Valium, Librium, Miltown or any of the anti-depressant class, i.e., Sinequan, Triavil, Elavil or any mood modifying drug of any type; Pain medications i.e., Percodan, Percocet, hydrocodone (Vicodin), Tylenol with codeine, propoxphene, etc., will report this fact to the Shift Commander prior to going to their authorized area. Possession of these types of drugs on prison grounds will be limited to that amount necessary during one eight hour shift.

C. Personnel taking any other class of medication i.e., antihistamines, antihypertensives, anticholingeries, etc., are limited in the introduction of only such amount of medication as will be required during the period of one eight hour shift, and this fact will be reported to the Shift Commander.

Attachment 3: Rules for Non-Employees of ADCRR in Arizona State Prisons Form

Solicitation No. BPM005375 Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 3: Rules for Non-Employees Rev. 4.2.2023

1) Any deviation from this policy must be cleared with the Warden of the unit. Persons violating this policy may subject themselves to eviction from institution property and/or prosecution.

NOTE: If anyone loses or has stolen any personal items in his possession, the institution will attempt to retrieve the items, but cannot guarantee the return thereof nor provide reimbursement.

The following Arizona Revised Statutes dealing with inmate and non-staff member relationships require your strict adherence at all times during your stay at the Arizona State Department of Corrections.

Interest of employee and non-employee in contracts, gifts to or for inmates: penalty

1) No non-staff member shall be interested in any contract or purchase made by anyone for or on behalf of the prison, or receive, directly or indirectly, compensation for his services other than prescribed by the administrator of the institution, nor shall he receive any compensation whatever for any act or services he performs for or on behalf of a contractor, or any agent or employee of a contractor.

2) No non-staff personnel, without permission of the administrator shall make a gift or present to or receive a gift from an inmate, or barter or deal with an inmate.

3) Any person violating this section shall be discharged from office or service, and every contractor, or employee or agent of a contractor, shall not be permitted to act or serve again as such contractor, agent or employee.

Unauthorized communication with inmates: penalty

A person not authorized by law who, without the permission of the officer in charge of the state prison, communicates with a person imprisoned or detained therein, or who takes any letter, writing, literature or reading matter to or from a person imprisoned or detained therein, is guilty of a misdemeanor.

Signature Date October 4, 2023

Arizona Department of Corrections, Rehabilition and Reentry (ADCRR) Attachment 4 Electronic Payment Transaction Processing Services Confidential Information & Documents BPM005375 ©2023 Keefe Group® Page 1

CONFIDENTIAL INFORMATION

4.4. Confidential Information. If an Offeror believes that any portion of an Offer, protest, or correspondence contains a trade secret or other proprietary information, the Offeror shall:

4.4.1. Indicate on the Solicitation Attachment “Designation of Confidential Information” that your proposal contains such claimed confidential information; and,

4.4.2. Separate the documents you claim to be confidential from the offer documents and upload them separately. Prepare to upload each confidential document as a separate confidential document in your response following the instructions in the Arizona Department of Administration Procurement page under Arizona Procurement Portal (APP) Suppliers Tab. Under the Quick Reference Guides / Solicitations, review the Adding Confidential Documents to an Offer/ Response.

4.4.3. Upload each document you claim to be confidential separate from each other and follow the naming convention: Confidential - Supplement - Offeror File Name.

4.4.4. Simply indicating that the proposal contains confidential information is not sufficient to claim the protections under A.A.C. R2-7-103. The “Confidential Information Designation” Attachment must be accompanied by a detailed explanation as to why each item or category of items in the proposal should be designated confidential information.

4.4.5. Submit Confidential Information/Documentation as a Supplement(s), with the following naming convention: Confidential - Supplement - Offeror File Name. DO NOT incorporate information you are requesting to be determined as Confidential in any other section of your response.

4.4.6. Procurement Officer shall review your claim of confidentiality and provide a written determination; until a written determination has been made, Procurement Officer shall not disclose the claimed information to anyone who does not have a legitimate State interest.

4.4.6.1. If the designated information is determined to be confidential, Procurement Officer may request redacted documents.

4.4.6.2. If Procurement Officer denies the claim of confidentiality, you may appeal the determination to the State Procurement Administrator within the time specified in the determination.

NOTE: Contract terms and conditions, pricing, and information generally available to the public are not and will not be designated confidential information.

Keefe Response: Keefe understands and will adhere.

Our financial statements are considered Confidential Information and provided separately in the following Attachments:

Attachment D - TKC IT Recovery Plan Attachment E - Fraud Prevention Overview Attachment F - Financials provided to ADCRR

Attachment 4: Confidential Information

Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 4: Confidential Information Rev. 4.2.2023

All materials submitted as part of a response to a solicitation are subject to Arizona public records law and will be disclosed if there is an appropriate public records request at the time of or after the award of the contract. Recognizing there may be materials included in a solicitation response that are proprietary or a trade secret, a process is set out in A.A.C. R2-7-103 (copy attached) that will allow qualifying materials to be designated as confidential and excluded from disclosure. For purposes of this process the definition of “trade secret” will be the same as that set out in A.A.C. R2-7-101(52).

Complete this form and return it with your Offer along with the appropriate supporting information to assist the State in making its determination as to whether any of the materials submitted as part of your Offer should be designated confidential because the material is proprietary or a trade secret and therefore not subject to disclosure.

STATE WILL NOT CONSIDER ANY MATERIAL IN YOUR OFFER “CONFIDENTIAL” UNLESS DESIGNATED ON THIS FORM.

Check one of the following – if neither is checked, State will assume that as equivalent to “DOES

NOT”:

This response DOES NOT contain proprietary or trade secret information. I understand that my entire response will become public record in accordance with A.A.C. R2-7-C317.

X This response DOES contain trade secret information because it contains information that:

1. Is a formula, pattern, compilation, program, device, method, technique or process, AND

2. Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; AND

3. Is the subject of efforts by myself or my organization that are reasonable under the circumstances to maintain its secrecy.

NOTE: Failure to attach an explanation may result in a determination that the information does not meet the statutory trade secret definition. All information that does not meet the definition of trade secret as defined by A.A.C. R2-7-101(52) will become public in accordance with A.A.C. R2-7-C317. State may make its own determination on materials in accordance with A.A.C. R2-7-103.

If State agrees with Offeror’s designation of trade secret or confidentiality and the determination is challenged, the undersigned hereby agrees to cooperate and support the defense of the determination with all interested parties, including legal counsel or other necessary assistance.

By submitting this response, Offeror agrees that the entire Offer, including confidential, trade secret and proprietary information may be shared with an evaluation committee and technical advisors during the evaluation process. Offeror agrees to indemnify and hold State, its agents and employees, harmless from any claims or causes of action relating to State’s withholding of information based upon reliance on the above representations, including the payment of all costs and attorney fees incurred by State in defending such an action.

Offeror Company Name Signature of Authorized Person

Address Printed Name

City State Zip Title

Keefe Commissary Network, LLC DBA Access Corrections

13369 Valley Boulevard John Puricelli

Fontana, CA 92335 Executive Vice President

Attachment 4 Supplement: Confidential Information Designation

FOR REFERENCE ONLY

Solicitation No. BPM005375 Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 4 Supplement: Confidential Information Designation FOR REFERENCE ONLY Rev. 4.2.2023

A.A.C. R2-7-103 [Confidential Information] as was current at time of Solicitation issuance

A. If a person wants to assert that a person's offer, specification, or protest contains a trade secret or other proprietary information, a person shall include with the submission a statement supporting this assertion. A person shall clearly designate any trade secret and other proprietary information, using the term "confidential".

Contract terms and conditions, pricing, and information generally available to the public are not considered confidential information under this Section.

B. Until a final determination is made under subsection (C), an agency chief procurement officer shall not disclose information designated as confidential under subsection (A) except to those individuals deemed by an agency chief procurement officer to have a legitimate state interest.

C. Upon receipt of a submission, an agency chief procurement officer shall make one of the following written determinations:

1. The designated information is confidential and the agency chief procurement officer shall not disclose the information except to those individuals deemed by the agency chief procurement officer to have a legitimate state interest;

2. The designated information is not confidential; or

3. Additional information is required before a final confidentiality determination can be made.

D. If an agency chief procurement officer determines that information submitted is not confidential, a person who made the submission shall be notified in writing. The notice shall include a time period for requesting a review of the determination by the state procurement administrator.

E. An agency chief procurement officer may release information designated as confidential under subsection (A) if:

1. A request for review is not received by the state procurement administrator within the time period specified in the notice; or

2. The state procurement administrator, after review, makes a written determination that the designated information is not confidential.

Arizona Department of Corrections, Rehabilition and Reentry (ADCRR) Attachment 5 Electronic Payment Transaction Processing Services Conformance Statements and Deviations and Exceptions BPM005375 ©2023 Keefe Group® Page 1

CONFORMANCE STATEMENTS

AND DEVIATIONS AND EXCEPTIONS

Keefe Response: Please see the following pages for Keefe’s response to Attachment 5: Conformance Statements and Deviations and Exceptions.

Attachment 5: Conformance Statements

Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 5: Conformance Statements Rev. 4.2.2023

If taking exceptions, the Attachment Supplements must be uploaded as a separate word doc. file titled “Attachment 5 Supplement: Exceptions”

STATE WILL NOT CONSIDER ANY EXCEPTIONS UNLESS DESIGNATED ON THIS FORM.

TAKING EXCEPTIONS CAN BE GROUNDS FOR STATE REJECTING OR DOWN-GRADING YOUR OFFER IN EVALUATION.

CONFORMANCE TO THE INSTRUCTIONS TO OFFERORS

Check one of the following – if neither is checked, State will assume that as equivalent to “YES”:

YES – Offeror acknowledges that it has read and understands the Special Instructions to Offerors and Uniform Instructions to Offerors of the Solicitation Documents and attests that its Offer complies.

NO – Offeror acknowledges that it has read and understands the Instructions to Offerors in the Solicitation Documents, and attests that its Offer complies with both EXCEPT FOR the exceptions listed in Attachment 5 Supplement: Exceptions.

CONFORMANCE TO SCOPE OF WORK AND PRICING

Check one of the following – if neither is checked, State will assume that as equivalent to “YES”:

YES – Offeror acknowledges that it has read and understands the Scope of Work Document and the Pricing Document of the Solicitation Documents and attests that its Offer complies with both.

NO – Offeror acknowledges that it has read and understands the Scope of Work Document and the Pricing Document of the Solicitation Documents and attests that its Offer complies with both EXCEPT FOR the exceptions listed in Attachment 5 Supplement: Exceptions.

CONFORMANCE TO THE CONTRACT TERMS AND CONDITIONS

Check one of the following – if neither is checked, State will assume that as equivalent to “YES”:

YES – Offeror acknowledges that it has read and understands the Special Terms and Conditions and the Uniform Terms and Conditions, along with their respective Exhibits and Appendices of the Solicitation Documents and attests that its Offer complies with both.

NO – Offeror acknowledges that it has read and understand the Special Terms and Conditions and the Uniform Terms and Conditions, along with their respective Exhibits and Appendices 2 of the Solicitation Documents and attests that its Offer complies with both EXCEPT FOR the exceptions listed in Attachment 5 Supplement:

Exceptions.

Company Name Signature of Person Authorized to Sign Keefe Commissary Network, LLC DBA Access Corrections John Puricelli, Executive Vice President

X

X

Attachment 5 Supplement: Deviations and Exceptions

Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 5 Supplement: Deviations and Exceptions Rev. 4.2.2023

DEVIATIONS AND EXCEPTIONS

Offerors shall indicate any and all exceptions taken to the provisions or specification in this solicitation document. Unallowable or questionable deviations and exceptions may cause your offer to be non-responsive. Deviations and exceptions noted elsewhere in your offer, and not specified on this form, will be considered void and not part of your offer.

Exceptions (Check One):

No exceptions. The Undersigned hereby acknowledges that there are no deviations/exceptions to this solicitation.

Exceptions are taken.

Describe exceptions taken by sections (attach additional pages if needed):

Company Name Signature of Person Authorized to Sign

Keefe Commissary Network, LLC DBA Access Corrections John Puricelli, Executive Vice President

Arizona Department of Corrections, Rehabilition and Reentry (ADCRR) Attachment 6 Electronic Payment Transaction Processing Services Subcontractors

SUBCONTRACTORS

3.6. Subcontracts. Offeror shall clearly list any proposed subcontractors and the subcontractor’s proposed responsibilities in the Offer.

Keefe Response: Keefe has read, understands, and will adhere.

Please see the following page for Keefe’s response to Attachment 6.

Attachment 6: Subcontractors

Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 6: Subcontractors Rev. 4.2.2023

Check “NO” if you WILL NOT subcontract any portion of the Work and will therefore be carrying out all of the Work with your own personnel.

NO, the Offeror will not subcontract any portion of the Work.

If you WILL subcontract any portion of the Work, check “YES” below and list name(s) of persons or companies you propose to use as subcontractors.

1. Fill in the information for every significant subcontractor – indicate the type of work the subcontractor will perform under the Contract, and their approximate percentage of the total Contract work.

2. Provide copies of relevant certifications each one possesses in the Attachment Supplements section.

3. Provide description of quality assurance methods and quality control measures that you will use to ensure that Subcontractor work meets the Contract requirements.

4. State may demand additional information about proposed subcontractors as a precondition of award.

X YES, the Offeror will use the Subcontractors listed below:

Name and contact information Small

Business Work to be performed %

1. select

2. select

3. Name select

4. Name select

InComm Financial Services, Inc., a South Dakota corporation, and Interactive Communications International, Inc., a Florida corporation (“InComm”) dba VanillaDirect

Contact: Bill Kuykendall, Vice President of Product, VanillaDirect Cash Payments 250 Williams St.

Atlanta, GA 30303 M: 512.470.0321 E: wkuykendall@incomm.com

Walk-in Cash Payments

Arizona Department of Corrections, Rehabilition and Reentry (ADCRR) Attachment 7 Electronic Payment Transaction Processing Services References

REFERENCES

Keefe Response: Please see the following pages for Keefe’s response to Attachment 7 – References.

Attachment 7: Experience and References

Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 7: Experience and References Rev. 4.2.2023

Offeror shall provide at least three (3) client references for contract work performed within the last five

(5) years similar to the requirements of this RFP. It shall be the responsibility of the Offeror to obtain the reference from each entity. References should be submitted with the Offerors proposal response.

Reference for: ___________________________________________________________

Contractor Name (please type or print) Name of Entity providing Reference Entity Contact Name Contract Start Date Contract Term

Phone Number Email Address No. of Inmate’s served

Address City/State Zip

Answers should be specific to the Contractor’s performance and ability to comply with the contract requirements.

1. Did the Contractor fulfill the total contract term? If no, please identify why.

2. Please provide a brief description of the scope of services for the above referenced Contract(s) including the type, size and security level of the populations served.

3. Did the Contractor provide a milestone chart? Did the Contractor meet the time frames in the milestone chart? If no, please provide information on what areas did not meet.

4. Was the Contractor able to provide sufficient staffing? If no, please explain

Keefe Commissary Network, LLC DBA Access Corrections

Oregon Department of Corrections

Bob Culp

Two year

(503) 378-5872

Bob.A.Culp@DOC.OREGON.GOV

12,500

3275 Fairview Industrial Dr. SE Suit 200

Salem, Oregon

97301

Yes, the contract has been extended every two years since starting in 2011

Acting as a third-party credit card processing vendor and provides payment files with details. Provides canteen goods for the entire inmate population. Including minimum to maximum custody level inmates.

Timelines were met and services were delivered on time.

Yes

Attachment 7: Experience and References

Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 7: Experience and References Rev. 4.2.2023

5. Using a scale from 1 to 5, with 5 signifying the highest score, please rate the following questions:

5.1. Rate ability to meet contracted task 1 2 3 4 5

5.2. Quality of service. 1 2 3 4 5

5.3. Experience, qualifications of staff. 1 2 3 4 5

5.4. Ability to meet stated time frames. 1 2 3 4 5

5.5. Adhere to time frame for startup. 1 2 3 4 5

5.6. Fully staffed at startup. 1 2 3 4 5

5.7. Rate cooperation level when implementing changes. 1 2 3 4 5

5.8. Did the Contractor’s ability to resolve any and all deficiencies during 1 2 3 4 5 the term of this contract meet your company’s satisfaction?

5.9. Were any Corrective Action notices/orders issued? Y / N

How satisfied were you with the response and implementation? 1 2 3 4 5

5.10. Overall satisfaction of Contractor’s performance. 1 2 3 4 5

2/2023 5 Years

Arizona Department of Corrections, Rehabilition and Reentry (ADCRR) Attachment 8 Electronic Payment Transaction Processing Services Forced Labor of Ethnic Uyghurs Ban

FORCED LABOR OF ETHNIC

UYGHURS BAN

Keefe Response: Please see the following page for Keefe’s response to Attachment 8 - Forced Labor of

Ethnic Uyghurs Ban Form.

Attachment 8: Forced Labor of Ethnic Uyghurs Ban

Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 8: Forced Labor of Ethnic Uyghurs Ban Rev. 4.2.2023

Forced Labor of Ethnic Uyghurs Ban Please note that if any of the following apply to the Contractor, then the Offeror shall select the “Exempt Contractor” option below:

● Contractor is a sole proprietorship;

● Contractor has fewer than ten (10) employees; OR

● Contractor is a non-profit organization.

Pursuant to A.R.S. § 35-394, written certification is required to show that the company entering into a contract with a public entity does not use the forced labor, or any goods or services produced by the forced labor, of ethnic Uyghurs in the People's Republic of China.

Under A.R.S. § 35-394:

1. "Company" means an organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, limited liability company or other entity or business association, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate, that engages in for-profit activity and that has ten or more full-time employees.

2. "Public entity" means this State, a political subdivision of this State or an agency, board, commission or department of this State or a political subdivision of this State.

In compliance with A.R.S. §§ 35-394 et seq., all offerors must select one of the following:

☐ The Company submitting this Offer does not use, and agrees not to use during the term of the contract, any of the following:

● Forced labor of ethnic Uyghurs in the People’s Republic of China;

● Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of

China; or

● Any Contractors, Subcontractors, or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

☐ The Company submitting this Offer does participate in use of Forced Uyghurs Labor as described in A.R.S. §

35-394.

☐ Exempt Contractor

Indicate which of the following statements applies to the Contractor (may be more than one):

☐ Contractor is a sole proprietorship;

☐ Contractor has fewer than ten (10) employees; and/or ☐ Contractor is a non-profit organization.

Company Name Signature of person authorized to sign

Address Printed name and title

City, State, ZIP Contact email address Contact phone number

X

Keefe Commissary Network, LLC DBA Access Corrections

13369 Valley Boulevard

Fontana, CA 92335

John Puricelli, Executive Vice President jpuricelli@keefegroup.com 314-919-4100

Arizona Department of Corrections, Rehabilition and Reentry (ADCRR) Attachment 9 Electronic Payment Transaction Processing Services Accepted Payments

ACCEPTED PAYMENTS

Keefe Response: Please see the following for Keefe’s response to Attachment 9 – Accepted Payments Form.

Attachment 9: Accepted Payments

Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 9: Accepted Payments Rev. 9.5.2023

Accepted?

Y N Type of Card/App Accepted

Walk-up Storefront

Inmate Trust

Account Deposit

Cash Money Order

Credit Card List M/C, VISA, AMEX, DISCOVER, etc.

Debit Card List M/C, VISA, AMEX, DISCOVER, etc.

Prepaid/Reloadable Card List M/C, VISA, AMEX, DISCOVER, etc.

Mobile Payment Platform List PayPal, ApplePay, GooglePay, etc.

Mobile App List ConnectNetwork; JPay Mobile; Access Corrections, etc.

Other

Community Supervision

Fees

Cash Money Order

Credit Card List M/C, VISA, AMEX, DISCOVER, etc.

Debit Card List M/C, VISA, AMEX, DISCOVER, etc.

Prepaid/Reloadable Card List M/C, VISA, AMEX, DISCOVER, etc.

Mobile Payment Platform List PayPal, ApplePay, GooglePay, etc.

Mobile App List ConnectNetwork; JPay Mobile; Access Corrections, etc.

Other (please specify)

Inmate Visitation

Background Check Fee

Cash Money Order

Credit Card List M/C, VISA, AMEX, DISCOVER, etc.

Debit Card List M/C, VISA, AMEX, DISCOVER, etc.

Prepaid/Reloadable Card List M/C, VISA, AMEX, DISCOVER, etc.

Mobile Payment Platform List PayPal, ApplePay, GooglePay, etc.

Mobile App List ConnectNetwork; JPay Mobile; Access Corrections, etc.

Other (please specify)

Y

N

N N

N N N

N

Y

Y

N N

N N

N

N

N

N N

N N

N N

N

Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 9: Accepted Payments Rev. 9.5.2023

Internet Website/

Portal

Inmate Trust

Account Deposit

Credit Card List M/C, VISA, AMEX, DISCOVER, etc.

Debit Card List M/C, VISA, AMEX, DISCOVER, etc.

Prepaid/Reloadable Card List M/C, VISA, AMEX, DISCOVER, etc.

Mobile Payment Platform List PayPal, ApplePay, GooglePay, etc.

Mobile App List ConnectNetwork; JPay Mobile; Access Corrections, etc.

Other (please specify)

Community Supervision

Fees

Credit Card List M/C, VISA, AMEX, DISCOVER, etc.

Debit Card List M/C, VISA, AMEX, DISCOVER, etc.

Prepaid/Reloadable Card List M/C, VISA, AMEX, DISCOVER, etc.

Mobile Payment Platform List PayPal, ApplePay, GooglePay, etc.

Inmate

Visitation Background Check Fee

Credit Card List M/C, VISA, AMEX, DISCOVER, etc.

Debit Card List M/C, VISA, AMEX, DISCOVER, etc.

Prepaid/Reloadable Card List M/C, VISA, AMEX, DISCOVER, etc.

Mobile Payment Platform List PayPal, ApplePay, GooglePay, etc.

Telephone (Live

Agent and/or

IVR)

Inmate Trust

Account Deposit

Credit Card List M/C, VISA, AMEX, DISCOVER, etc.

Debit Card List M/C, VISA, AMEX, DISCOVER, etc.

Prepaid/Reloadable Card List M/C, VISA, AMEX, DISCOVER, etc.

Mobile Payment Platform List PayPal, ApplePay, GooglePay, etc.

Other (please specify)

Community Supervision

Fees

Credit Card List M/C, VISA, AMEX, DISCOVER, etc.

Debit Card List M/C, VISA, AMEX, DISCOVER, etc.

Prepaid/Reloadable Card List M/C, VISA, AMEX, DISCOVER, etc.

Mobile Payment Platform List PayPal, ApplePay, GooglePay, etc.

Other (please specify)

N

N

N

N

N

Y Y

Y

Y

Y Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Y

Visa and Mastercard

Visa and Mastercard Visa and Mastercard

Visa and Mastercard

Visa and Mastercard

Visa and Mastercard

Visa and Mastercard Visa and Mastercard

Visa and Mastercard

Visa and Mastercard

Visa and Mastercard Visa and Mastercard

Visa and Mastercard

Visa and Mastercard Visa and Mastercard

Access Corrections Mobile App

Access Corrections Mobile App

Electronic Payment Transaction Processing Services

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

Phoenix, AZ 85034

Attachment 9: Accepted Payments Rev. 9.5.2023

Inmate Visitation

Background Check Fee

Credit Card List M/C, VISA, AMEX, DISCOVER, etc.

Debit Card List M/C, VISA, AMEX, DISCOVER, etc.

Prepaid/Reloadable Card List M/C, VISA, AMEX, DISCOVER, etc.

Mobile Payment Platform List PayPal, ApplePay, GooglePay, etc.

Other (please specify)

Mobile App

Inmate Trust

Account Deposit

Mobile Payment Platform List PayPal, ApplePay, GooglePay, etc.

Mobile App List ConnectNetwork; JPay Mobile; Access Corrections, etc.

Other (please specify)(If proprietary, indicate what types of payments may be made to load the app)

Community Supervision

Fees

Mobile Payment Platform List PayPal, ApplePay, GooglePay, etc.

Mobile App List ConnectNetwork; JPay Mobile; Access Corrections, etc.

Other (please specify)(If proprietary, indicate what types of payments may be made to load the app)

Inmate Visitation

Background Check Fee

Mobile Payment Platform List PayPal, ApplePay, GooglePay, etc.

Mobile App List ConnectNetwork; JPay Mobile; Access Corrections, etc.

Other (please specify)(If proprietary, indicate what types of payments may be made to load the app)

Y

Y Y

N

N

Y

N

Y

N

Y

Visa and Mastercard

Visa and Mastercard

Visa and Mastercard

Access Corrections Mobile App

Arizona Department of Corrections, Rehabilition and Reentry (ADCRR) Tab 10 Electronic Payment Transaction Processing Services Description of Work/Scope

DESCRIPTION OF WORK / SCOPE

Keefe Response: Please see the following for Keefe’s response the Description of Work, Scope of Services.

In addition, Keefe has provided a response to Delivery of Services - Section 4.5 and Experience and Capability.

4.5. DELIVERY OF SERVICES:

4.5.1. Costs and Revenue. The awarded Contractor(s) is required to bear all of its costs to provide the Services. Contractor’s sole compensation and/or revenue shall be its transaction fees collected from the public. No ADCRR or State funds shall be paid to Contractor at any time as payment, compensation, and/or reimbursement, etc., for any part of Contractor’s Services. Offeror should acknowledge it has read and agrees with this Section 4.5.1. Any Offeror unable or unwilling to accept these terms shall be determined not susceptible for award.

Keefe Response: Keefe has read, understands, and shall comply with this Section.

There will be no cost to ADCRR. Keefe recognizes that its Keefe’s sole compensation and or revenue shall be its transaction fees collected from the public and no ADCRR or State funds shall be paid to the Contractor at any time as payment, compensation, and or reimbursement for any part of Keefe’s services.

4.5.2. Minimum Requirements. Contractor shall meet the following minimum requirements:

4.5.2.1. As applicable, Contractor agrees to make all necessary changes to its system (hardware, software, interfaces, etc.), at no cost to ADCRR, to accommodate any future changes to Keefe’s KeepTrak Inmate Banking System, or any future system replacing it, including an option (to be implemented upon request by ADCRR) for real-time or near real-time (at ADCRR’s sole discretion) interaction/processing. Any such changes shall be made in a timely manner on a schedule to be approved by ADCRR.

Keefe Response: Keefe has read, understands, and shall comply with Sections and

Subsections herein.

Keefe adheres to the KeepTrak Deposit Apply Services interface including:

• Automatically Posting individual inmate and offender deposits into the KeepTrak inmate or offender account respectively

• Automatically Posting nightly ACH transactions into the KeepTrak Ledger

Keefe agrees to comply with future changes required for current or future systems at no cost to

ADCRR.

4.5.2.2. As applicable, Contractor agrees to make all necessary changes to its system (hardware, software, interfaces, etc.), at no cost to ADCRR, to accommodate a request by ADCRR to set a daily/hourly schedule for when transactions shall be authorized to be sent to

BPM005375 ©2023 Keefe Group® Page 2

ADCRR’s inmate trust account system. Any such changes shall be made in a timely manner on a schedule to be approved by ADCRR.

Keefe Response: Keefe has read, understands, and shall comply with this Subsection.

Keefe agrees to make changes to its system (hardware, software, interfaces, etc.), to accommodate a request by ADCRR to set a daily/hourly schedule for when transactions shall be authorized to be sent to ADCRR’s inmate trust account system. Keefe adheres to any such changes shall be made in a timely manner on a schedule to be approved by ADCRR. Keefe agrees to comply with future changes required for current or future systems at no cost to ADCRR.

4.5.2.3. Provide a system which:

4.5.2.3.1. Includes all items/components (including all hardware, software, electronic interfaces, etc.) needed for Contractor’s system to successfully interface and work with ADCRR’s systems, and

Keef will provide all items/components (including all hardware, software, electronic interfaces, etc.) needed for Contractor’s system to successfully interface and work with ADCRR’s systems.

4.5.2.3.2. Includes services for ADCRR’s Central Office; Community Corrections

Division; Constituent Services Office; and all Arizona prison facilities, whether existing or future, and whether publicly or privately operated (existing ADCRR locations are shown in Exhibit A); and

Keefe services will be established for all locations listed below:

• ADCRR’ Central Office

• Community Corrections Division

• Constituent Services Office

• All Arizona prison facilities

Keefe recognizes that Keefe will provide service at locations whether existing or future and whether publicly or private operated. Keefe recognizes Exhibit A for all ADCRR locations.

4.5.2.3.3. Accommodates ADCRR’s use of Keefe’s KeepTrak Inmate Banking system

Contractor is required to integrate its system with KeepTrak; and

BPM005375 ©2023 Keefe Group® Page 3

Keefe adheres to the KeepTrak Deposit Apply Services interface including:

• Automatically Posting individual inmate and offender deposits into the KeepTrak inmate or offender account respectively

• Automatically Posting nightly ACH transactions into the KeepTrak Ledger

4.5.2.3.4. Provides reports compatible with ADCRR’s Arizona Correctional

Information System (ACIS); and

Keefe will adhere to provide reports compatible with the ADCRR’s Arizona Correctional Information System…