BPM005825_Solicitation_Requirements...pdf

Solicitation number: BPM005825

Notice of Request for Quotation (RFQ) Concrete and Aggregate Delivery to ASPC-Safford and

ASPC-Safford/Fort Grant

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

Notice Page | Revision No. 2 | Revised 06-23 | Page 1 of 31

NOTICE PAGE

Description:

In accordance with A.R.S. § 41-2535, Procurements Not Exceeding a Prescribed Amount, the Arizona Department of Administration, State Procurement Office division (the State), is seeking to establish a mandatory statewide contract(s) for Concrete Delivery to ASPC-Safford and ASPC-Fort Grant.

In accordance with A.A.C. R2-7-D302(C), only a small business, as defined in R2-7-101 shall be awarded a contract unless any of the following apply:

1. The purchase has been unsuccessfully competed under Subsection (B) of this Section, including failure to obtain fair and reasonable prices;

2. The agency chief procurement officer has made a written determination that less than three small businesses are registered on the prospective suppliers list; or

3. The agency chief procurement officer has made a written determination prior to issuing a request for quotation that restricting the procurement to small business is not practical under the circumstances

OFFEROR IS STRONGLY ENCOURAGED TO CAREFULLY READ THE ENTIRE SOLICITATION

Offer Submission, Due Date, and Time: November 17, 2023 3:00 PM Arizona Time

Offer Submittals:

Offerors responding to the solicitation shall submit the Offer electronically through the State's e-Procurement System, the Arizona Procurement Portal (APP) (https://app.az.gov). The due date and time is indicated in APP as the Bid Opening Date. Late submittals will not be considered. Offers received by the due date and time will be electronically opened. Offers submitted outside of APP, or those that are received after the exact offer due date and time, shall be rejected.

LATE QUOTATIONS WILL NOT BE CONSIDERED.

Any question related to this Request for Quotation shall be submitted utilizing the State’s Discussions tab in the e- Procurement System.

Table of Contents

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Table of Contents | Revision No. 2 | Revised 06-23 | Page 2 of 31

SCOPE OF WORK……………………………………………………………………………….3

SPECIAL TERMS AND CONDITIONS…………………………………………………….5

UNIFORM TERMS AND CONDITIONS…………………………………………………14

INSTRUCTIONS TO OFFERORS……………………………………………………………29

EXHIBIT A…………………………………………………………………………………………31

Scope of Work

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Scope of Work | Revision No. 2 | Revised 06-23 | Page 3 of 31

1. Introduction

1.1. The Arizona Department of Corrections, Rehabilitation and Reentry (ADCRR) Vision and Mission are to enhance public safety across Arizona through modern, effective correctional practices and meaningful engagements.

2. Purpose: The intent of this solicitation is to allow ADCRR to enter into a contract(s) for the procurement of the following specified products, as specified in General Specifications/Scope of Work.

3. Location: Offeror is requested to provide pricing to furnish and deliver the herein specified Concrete Delivery for ASPC-Safford, ASPC-Safford/Fort Grant Unit, to the following ADCRR locations:

3.1. Arizona State Prison Complex – Safford

896 S. Cook Road Safford, Arizona 85546

3.2. Arizona State Prison Complex – Safford/Fort Grant

15500 S. Fort Grant Road Safford, Arizona 85643

4. General Specifications / Requirements

4.1. Offeror shall provide, furnish and deliver the herein specified materials:

4.1.1. Concrete 2500 psi

4.1.2. Concrete 3000 psi

4.1.3. Concrete 3500 psi

4.1.4. Concrete 5000 psi

4.1.5. 3/8” Pea Gravel per ton

4.1.6. ABC Gravel per ton

4.1.7. AB Mix per ton

4.1.8. Mortar Sand per ton

Scope of Work

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Scope of Work | Revision No. 2 | Revised 06-23 | Page 4 of 31

4.2. Discount percentage off for additional items including but not limited to fiber reinforcement and other aggregate materials.

4.3. Offeror shall provide a minimum of thirty (30) minutes for stand-by delivery. Time begins when the delivery truck reaches the job site, not when the delivery truck reaches the institution.

4.3.1. Offeror shall allow thirty (30) minutes from main gate to complete delivery prior to charging additional standby time.

Special Terms and Conditions

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Special Terms and Conditions | Revision No. 10.4 | Revised 06-23 | Page 5 of 31

1 TERM OF CONTRACT:

1.1 The term of the Contract will commence on the date indicated on the Offer and Acceptance and continue for twelve (12) months unless canceled, terminated, or permissibly extended. State may, at its discretion, request for a mutual agreement to extend the initial Contract term in increments of one or more months and do so one or more times, provided that the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of five (5) years.

2 Pricing:

The method of compensation governing the Contract shall be fixed price.

3 INVOICING/BILLING REQUIREMENTS:

3.1 A legible and detailed invoice shall be provided by the Contractor to Accounting at

ADCPayables@azadc.gov or mail to the address below:

Arizona Department of Corrections, Rehabilitation, and Reentry Attn: Account Payable

3.2 At a minimum the invoice shall include:

Department Location’s Name and Address Contractor’s Name, Remit to Address and Contact Information Contract Number Purchase Order Number Invoice Number and Date Date the items or services were shipped or provided Applicable Contract line item Applicable taxes Total Invoice Amount Due

3.3 Invoices not sent to the proper address or not containing the necessary and required information may delay payment. A contractor whose payments are delayed due to improper invoicing shall make no claim(s) against the Department or the State for late or finance charges.

3.4 The Department will make every effort to process payment(s) within thirty (30 calendar days after acceptance of goods and or services. Delivery of goods and or services does not constitute acceptance.

4 PAYMENTS:

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

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Special Terms and Conditions | Revision No. 10.4 | Revised 06-23 | Page 6 of 31 https://gao.az.gov/publications/forms

5 CONFIDENTIALITY OF RECORDS:

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

6 COMPLIANCE WITH DEPARTMENT LAWS, RULES AND REGULATIONS:

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

7 RULES AND REGULATIONS:

7.1 Attention of the bidders is called to the requirements of the document Rules and

Regulations for Non-Employees of the Department of Corrections in Arizona State Prison Complex, Attachment 3, which are attached herein and which shall be adhered to in all respects.

7.2 Should the owner require signatures of other parties such as subcontractor or persons directly or indirectly employed by the contractor, it shall be the contractor's responsibility to obtain such signatures. The signed document must be submitted within ten (10) days of notification of intent to award.

8 INVESTIGATIONS:

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

9 NOTICE WARNING:

Any person who takes into or out of or attempts to take into or out of a correctional facility or the grounds belonging to or adjacent to a correctional facility, any item not specifically authorized by the correctional facility, shall be prosecuted under the provisions of the Arizona Revised Statutes.

All persons, including employees and visitors, entering upon these confines are subject to routine searches of their persons, vehicles, property or packages.

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Special Terms and Conditions | Revision No. 10.4 | Revised 06-23 | Page 7 of 31

Authority: A.R.S. § 13-2501;

A.R.S. § 13-2505;

ADC Department Order 708

10 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 would endanger the safety, security or preservation of order in a correctional facility or any person therein. (Any other article includes any substance which could cause abnormal behavior, i.e., marijuana, nonprescription medication, etc.)

Promoting prison contraband A.R.S. § 13-2505:

A person, not otherwise authorized by law, commits promoting contraband:

By knowingly taking contraband into a correctional facility or the grounds of such a facility; or

By knowingly conveying contraband to any persons confined in a correctional facility; or

By knowingly making, obtaining, or possessing contraband in a correctional facility.

Promoting Prison Contraband is a Class 5 felony:

Authority: A.R.S. § 13-2501;

A.R.S. § 13-2505;

ADC Department Order 708

11 FEDERAL PRISON RAPE ELIMINATION ACT 2003:

The Contractor shall comply with the Federal Prison Rape Elimination Act of 2003.

Reference 28 C.F.R. Part 115.

12 UNLAWFUL SEXUAL CONDUCT:

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

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

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

12.1.3 Contracts to provide services with the ADCRR, the Department of Juvenile Corrections, a private prison facility or a city or county jail.

12.1.4 Is an official visitor, volunteer or agency representative of the ADCRR, the Department of Juvenile Corrections, a private prison facility or a city or county jail.

12.2 This section does not apply to a person who is employed by the ADCRR, a private prison facility or a city or county jail or who contracts to provide services with the ADCRR, a private prison facility or a city or county jail or an offender who is on release status if the

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Special Terms and Conditions | Revision No. 10.4 | Revised 06-23 | Page 8 of 31

12.3 person was lawfully married to the prisoner or offender on release status before the prisoner or offender was sentenced to the ADCRR or was incarcerated in a city or county jail.

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

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

13 INDEMNIFICATION

13.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona.

13.2 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.

14 INSURANCE REQUIREMENTS:

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

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

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Special Terms and Conditions | Revision No. 10.4 | Revised 06-23 | Page 9 of 31

14.3 Minimum Scope and Limits of Insurance

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

14.4.1 Commercial General Liability (CGL) – Occurrence Form Policy shall include bodily injury, property damage, and broad form contractual liability coverage.

• General Aggregate $1,000,000

• Products – Completed Operations Aggregate $500,000

• Personal and Advertising Injury $500,000

• Damage to Rented Premises $25,000

• Each Occurrence $500,000

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

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

14.4.2 Business Automobile Liability

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

• Combined Single Limit (CSL) $500,000

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

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.

14.4.3 Workers’ Compensation and Employers' Liability

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Special Terms and Conditions | Revision No. 10.4 | Revised 06-23 | Page 10 of 31

• Workers' Compensation Statutory

• Employers' Liability o Each Accident $500,000 o Disease – Each Employee $500,000 o Disease – Policy Limit $500,000

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

b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

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

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

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

14.6 Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to State of Arizona Department of Corrections, Rehabilitation & Reentry, 701 E. Jefferson St., M/C 55302, Phoenix, AZ 85034.

14.7 Acceptability of Insurers

Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Special Terms and Conditions | Revision No. 10.4 | Revised 06-23 | Page 11 of 31

A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

14.8 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.

14.8.1 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.

14.8.2 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.

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

14.9 Subcontractors

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

14.10 Approval and Modifications

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

14.11 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 of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply.

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Special Terms and Conditions | Revision No. 10.4 | Revised 06-23 | Page 12 of 31

15 TAXES:

Prices offered shall not include applicable State and Local taxes. ADCRR will pay all applicable taxes. Taxes must be listed as a separate item on all invoices.

16 ELIGIBILITY FOR STATE or LOCAL PUBLIC BENEFITS; DOCUMENTATION AND VIOLATIONS:

16.1 Contractors providing services as an agent the State, shall ensure compliance with A.R.S.

§ 1-502. A.R.S. § 1-502 requires each person applying or receiving a public benefit to provide documented proof which demonstrates a lawful presence in the United States.

The State shall reserve the right to conduct unscheduled, periodic process and documentation audits to ensure Contractor compliance. All available contract remedies, up to and including termination may be taken for failure to comply with A.R.S. § 1-502 in the delivery of services under this Contract.

17 CURRENT PRODUCTS:

All materials/products under contract shall be in current and ongoing production, shall be new (not used or refurbished) and shall meet or exceed all specifications and requirements contained herein.

18 PRODUCT DISCONTINUANCE:

18.1 In the event that a product or groups of products are discontinued by a manufacturer, the

State at its sole discretion may allow the contractor to provide substitutes for the discontinued product(s) or allow the deletion of such products from the contract. The request may be submitted at any time during the contract period and shall be supplemented with the following information. Failure to supply any of the following information with the request may result in the state not considering the request.

18.2 A formal announcement from the manufacturer stating that the product(s) have been discontinued.

18.3 Documentation from the manufacturer that cites the effected products by item number and description.

18.4 Documentation from the manufacturer that names the replacement product(s).

18.5 Documentation that provides clear evidence that the replacement product(s) meets or exceeds the specifications of the discontinued product(s) while remaining in the same product group(s) as the discontinued item, and;

18.6 Documentation confirming that the price for the replacement product(s) is the same as or less than the discontinued item.

18.7 Approval(s) shall be in the form of a contract amendment and shall become effective on the date specified in the amendment.

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Special Terms and Conditions | Revision No. 10.4 | Revised 06-23 | Page 13 of 31

19 DEFECTIVE MATERIALS AND PRODUCTS

All defective materials or products shall be replaced and exchanged by the contractor. All costs associated with replacement, including but may not be limited to re-packaging and shipping of the defective materials or products back to the contractor, and all replacement costs as specified herein shall be borne by the contractor. All replacement products must be received by ADCRR within 30 days of the initial notification or as mutually agreed upon in writing by ADCRR and the contractor.

20 SAFETY STANDARDS:

All items supplied on this contract must comply with the current applicable Occupational Safety and Health Standard of the State of Arizona Industrial Commission, the National Electric Code and the National Fire Protection Association Standards.

21 REGULATIONS:

Vendor will comply with all applicable codes, rules and regulation

22 PERMITS:

Vendor will obtain and pay for all required permits and licenses.

Uniform Terms and Conditions

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Uniform Terms and Conditions | Revision No. 10.4 | Revised 06-23 | Page 14 of 31

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

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

1.2. “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.

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

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

1.5. “Data” means recorded information, regardless of form or the media on which it may be recorded.

The term may include technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

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

1.7. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation generally containing maps, schematics, examples of reports, or other documents that will be used to perform the requirements of the Scope of Work after contract award.

1.8. “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received.

1.9. “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.

1.10. “Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract.

1.11. “Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements.

1.12. “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.

1.13. “State Fiscal Year” means the period beginning with July 1 and ending June 30

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Uniform Terms and Conditions | Revision No. 10.4 | Revised 06-23 | Page 15 of 31

1.14. “Subcontract” means any Contract, express or implied, between the Contractor and another party or between a Subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any Materials or any Services required for the performance of the Contract.

1.15. “Subcontractor” means a person who contracts to perform work or render Services to a 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 Contract including, where applicable, 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 by law to be in this Contract are a part of this Contract as if fully stated in it.

2.3. Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the State and as they may be amended, the following shall prevail in the 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 included in the Solicitation including, but not limited to, any Bid or Offer documents provided by the Contractor that do not fall into one of the above categories.

2.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent 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. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding.

Concrete and Aggregate Delivery to ASPC-Safford and ASPC-Safford/Fort Grant

State of Arizona Department of Corrections, Rehabilitation & Reentry Procurement Services

Uniform Terms and Conditions | Revision No. 10.4 | Revised 06-23 | Page 16 of 31

2.7. No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it………

Contract Administration and Operation

2.8. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each Subcontractor to retain any and all Data and other “records” relating to the acquisition and performance of the Contract for a period of five (5) years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times.

Upon request, the Contractor shall produce a legible copy of any or all such records.

2.9. 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.

2.10. Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor’s or any Subcontractor’s books and records shall be 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.

2.11. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection of the facilities or Materials covered under this Contract as required under A.R.S. § 41- 2547. The State shall also have the right to test, at its own 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.

2.12. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract 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.

2.13. Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

2.14. Continuous Improvement. Contractor shall recommend continuous improvements on an on-going basis in relation to any Materials and Services offered under the Contract, with a view to reducing State costs and improving the quality and efficiency of the provision of Materials or

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Services. State may require Contractor to engage in continuous improvements throughout the term of the Contract.

2.15. Other Contractors. State may undertake on its own or award other contracts to the same or other suppliers for additional or related work. In such cases, the Contractor shall cooperate fully with State employees and such other suppliers and carefully coordinate, fit, connect, accommodate, adjust, or sequence its work to the related work by others. 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 commit or permit any act that interferes with the State’s or other suppliers’ performance of their work, provided that, State shall enforce the foregoing section equitably among all its suppliers so as not impose an unreasonable burden on any one of them.

2.16. Ownership of Intellectual Property

2.16.1. 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.

2.16.2. “Government Purpose Rights” are:

2.16.2.1. the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide right to use, 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;

2.16.2.2. the right to release or disclose that work product to third parties for any State government purpose; and

2.16.2.3. the right to authorize those to whom it rightfully releases or discloses that work product to use, modify, release, create derivative works from the work product for any State government purpose; such recipients being understood to include the federal government, the governments of other states, and various local governments.

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

2.16.4. Joint Developments. The Contractor and State may each use equally any ideas, concepts, know-how, or techniques developed jointly during the course of the Contract, and may do so at their respective discretion, without obligation of notice or accounting to the other party.

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2.16.5. Pre-existing Material. All pre-existing software and other Materials developed or 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:

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

2.16.5.2. any elements of derivative work of such pre-existing Materials that was not created pursuant to the Contract are not part of that work product;

and

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

2.16.6. Developments Outside Of Contract. Unless expressly stated otherwise in the Contract, this Section does not preclude Contractor from developing competing Materials outside the Contract, irrespective of any similarity to Materials delivered or to be delivered to State hereunder.

2.17. Property of the State. If there are any materials that are not covered by Section 3.9 above created under this Contract, including but not limited to, reports and other deliverables, these materials are the sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State.

2.18. Federal Immigration and Nationality Act. Contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract. Further, Contractor shall flow down this requirement to all Subcontractors utilized during the term of the contract. The State shall retain the right to perform random audits of Contractor and Subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that the Contractor or any Subcontractors be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to:

suspension of work, termination of the contract for default and suspension or debarment of the contractor.

2.19. E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23- 214, Subsection A.

2.20. Offshore Performance of Work involving Data is Prohibited. Any Services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and involve access to Data shall be performed within the defined territories of the United States.

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2.21. Protection of State Cybersecurity Interests. The Contractor shall comply with State Executive Order No. 2023-10, which includes, but is not limited to, a prohibition against (a) downloading and installing of TikTok on all State-owned and State-leased information technology; and (b) accessing TikTok through State information technology.

2.22. Protection of State Cybersecurity Interests. The Contractor shall comply with State Executive Order No. 2023-10, which includes, but is not limited to, a prohibition against (a) downloading and installing of TikTok on all State-owned and State-leased information technology; and (b) accessing TikTok through State information technology.

2.23. Certifications Required by State Law.

2.23.1. If Contractor is a Company as defined in A.R.S. § 35-393, Contractor certifies that it is not currently engaged in a boycott of Israel as described in A.R.S. §§ 35- 393 et seq. and will refrain from any such boycott for the duration of this Contract.

2.23.2. Contractor further certifies that it shall comply with A.R.S. § 35-394, regarding use of the forced labor of ethnic Uyghurs, as applicable.

3. Costs and Payments

3.1. Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days.

Upon receipt and acceptance of Materials or Services, the Contractor shall submit a complete and accurate invoice for payment from the State within thirty (30) days.

3.2. Delivery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319, all prices shall be F.O.B.

(“free on board”) Destination and shall include all freight delivery and unloading at the destination.

3.3. Firm, Fixed Price. Unless stated otherwise in the Special Terms and Conditions of the Contract, all prices shall be firm-fixed-prices.

3.4. Applicable Taxes

3.4.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.

3.4.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does not relieve the seller from its obligation to remit taxes.

3.4.3. Tax Indemnification. Contractor and all Subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor.

Contractor shall, and require all Subcontractors to hold the State harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation.

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3.4.4. IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S. W9 Form on file with the State of Arizona, unless not required by law.

3.5. Availability of Funds for the Next State Fiscal Year. Funds may not presently be available for performance under this Contract beyond the current State Fiscal Year. No legal liability on the part of the State for any payment may arise under this Contract beyond the current State Fiscal Year until funds are made available for performance of this Contract.

3.6. Availability of Funds for the Current State Fiscal Year. Should the State Legislature enter back into session and reduce the appropriations or for any reason and these Materials or Services are not funded, the State may take any of the following actions:

3.6.1. Accept a decrease in price offered by the Contractor;

3.6.2. Cancel the Contract; or

3.6.3. Cancel the Contract and re-solicit the requirements.

4. Contract Changes

4.1. Amendments. This Contract is issued under the authority of the Procurement Officer who signed this Contract. The Contract may be modified only through a Contract Amendment within the scope of the Contract. Changes to the Contract, including the addition of Services or Materials, the revision of payment terms, or the substitution of Services or Materials, directed by a person who is not specifically authorized by the Procurement Officer in writing or made unilaterally by the Contractor are violations of the Contract and of applicable law. Such changes, including unauthorized written Contract Amendments shall be void and without effect, and the Contractor shall not be entitled to any claim under this Contract based on those changes.

4.2. Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the performance of this Contract without the advance written approval of the Procurement Officer as described in Arizona State Procurement Office Standard Procedure 002. The Contractor shall clearly list any proposed Subcontractors and the Subcontractor’s proposed responsibilities. The Subcontract shall incorporate by reference the terms and conditions of this Contract.

4.3. Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty under this Contract without the prior written approval of the Procurement Officer. The State shall not unreasonably withhold approval.

5. Risk and Liability

5.1. Risk of Loss. The Contractor shall bear all loss of conforming Materials covered under this Contract until received by authorized personnel at the location designated in the purchase order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming Materials shall remain with the Contractor regardless of receipt.

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5.2. Indemnification

5.2.1. Contractor/Vendor 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,…