Rev. 03/2025

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P

Phoenix, AZ 85007

INVITATION FOR BID

SOLICITATION NUMBER: BPM007224

DESCRIPTION: Irrigation Controller Systems, Supplies, Parts and Accessories

QUESTIONS: Inquiries regarding the solicitation are to be submitted online through the State’s e-Procurement system, Arizona Procurement Portal (APP) (https://app.az.gov/) using the Discussion Forum tab.

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Brett Jones Procurement Officer Phone: (602) 712- 4321 Email: bjones@azdot.gov

This solicitation is issued in accordance with A.R.S. §41-2533 and A.A.C. R2-7-B301 et seq., Competitive Sealed Bidding.

“An Equal Opportunity Agency”

The Arizona Department of Transportation, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252.42 U.S.C. §§ 2000d-4) and the Americans with Disabilities Act (ADA), hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, national origin in consideration for an award.

Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by phone (602) 712- 7466. Requests should be made as early as possible to ensure the State has an opportunity to address the accommodation.

Las personas que requieran asistencia (dentro de lo razonable) ya sea por el idioma o discapacidad deben ponerse en contacto con ADOT (602) 712- 7466.

TABLE OF CONTENTS

Solicitation No: BPM007224 Available online at https://app.az.gov/

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 12

Uniform Terms and Conditions 22

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 39

2 - Title VI/Non-Discrimination Assurances Appendix E 40

3 - Safety Program Plan Requirements 41

4 - Work Order Request 42

5 - Usage Report 43

SCOPE OF WORK

1. Statement of Need

1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona Department of Transportation (ADOT), has a requirement for Motorola Irrigation, Repair, Parts and Training for the Phoenix Metropolitan Area.

2. Introduction and Background

2.1. The Department currently has irrigation systems set up throughout the Phoenix Metropolitan Area that are required to be maintained and serviced. These controllers have been installed during multiple construction projects to operate the Irrigation Central Control (ICC Pro). The Department has a need for hardware/parts that are compatible with these controllers when parts break or are in need of service.

3. General Requirements

3.1. The Contractor shall be responsible for providing repair services on Motorola Irrigation Telemetry systems at various locations throughout the Department’s Phoenix Metropolitan Area. Additionally all upgrades of the system, repairs, and training must be compatible with the Motorola Irrigation and telemetry controller hardware and software.

3.2. Work locations: The service area includes all areas within the Phoenix Metropolitan area irrigation

Maintenance Right of Way.

3.3. The following are the categories covered in the Scope of Work:

Category One: Parts

Category Two: Labor and Repair

Category Three: Training

4. Specific Requirements

4.1. Work Details: The Department has Five (5) Irrigation Central Control (ICC Pro) sites located at the following locations:

4.1.1.1.1. 24251 N. 7th Ave., Phoenix (1)

4.1.1.1.2. 2600 W. Broadway Rd., Tempe (2)

4.1.1.1.3. 2120 W. Hilton Ave., Phoenix (1)

4.1.1.1.4. 1702 N. Elisio Felix Jr. Way, Avondale (1)

4.1.1.2. Additionally there are approximately 330 irrigation remote satellite locations in the

Phoenix Metropolitan Area.

4.2. The Contractor shall have the capability to provide the following services as outlined below:

4.2.1. The Contractor shall provide upgrades of the entire radio system or subsystem that shall comply with the Federal Communications Commission (FCC) mandate.

4.2.2. Irrigation Controller, training for (Hardware and Software), shall be provided by the

Contractor on an as needed basis.

4.2.3. The materials furnished with all other work performed under this contract shall conform to all applicable State, Federal and local requirements.

4.2.4. The Contractor shall return to the Department any equipment removed or replaced during upgrades or repairs. The Contractor shall remove and legally dispose of debris created during any of the noted processes.

4.2.5. No extra fees/payments will be made for travel to and from the work site.

4.3. Protection of Improvements

4.3.1. The Contractor shall carry on their operations in such a manner that damage is not inflicted to existing grounds, utilities, highway milepost markers, signs, delineators or other structures.

The contractor shall repair or replace any highway property damaged by work operations at their own expenses and as directed by the Department. If the damage has to be repaired or replaced by the Department, the cost of such work shall be billed to the Contractor.

4.3.2. Damage to stop signs, yield signs, railroad crossing or other regulatory signs shall be reported to the Contract Administrator’s Representative and the District Regional Signing and Striping Supervisor immediately. Immediate is considered to be within one (1) hour of occurrence.

Damage to delineators shall be repaired within 48 hours of occurrence. No payment will be made to the contractor until all damage has been repaired or replaced.

4.4. Category One: Parts

4.4.1. Parts shall be new and conform to the scope of work, unless otherwise approved in writing by the department prior to delivery.

4.4.2. Pricing and Catalogs: All products shall be quoted from the most current product line price list/catalog.

4.4.2.1. Pricing structure for each manufacture parts list being offered will be in accordance with the Price Sheet. Pricing may be based on a discount or cost from a manufacture’s price list or catalog, or a fixed price, or a combination of both with indefinite quantities.

4.4.2.2. Core charges shall be in the amount equivalent of any core charge paid by the Department upon receipt of the core. Core charges shall be billed at actual cost.

4.4.2.3. Restocking fees shall be billed in accordance with the Price Sheet.

4.4.2.4. Shipping: The Contractor must have policies in place regarding late delivery on shipping, order tracking, restocking fees and any applicable cancellation process and will be in accordance to the Price Sheet.

4.4.2.5. Parts that are identified in stock for shipping for routine services shall be delivered within Seven (7) working days after receipt of order. Failure to deliver within this stated time may be considered as contract non-compliance. The Contractor shall inform the eligible agency if delivery is expected to exceed this stated time immediately upon receipt of order.

4.5. Warranty

4.5.1. Following are the minimum warranty requirements for all parts and materials provided under this contract.

4.5.2. The minimum warranty shall be 90 days or manufacture/industry standard warranty whichever is greater.

4.5.3. When replacing a warranty part the invoice shall include a description of the reason for the requested repair, warranty coverage and clearly indicate no charge to the Department.

4.5.4. The effective date on all warranties shall begin at the time of date of acceptance or in accordance to the requirements as stated in the warranty.

4.5.5. The Department shall not be charged for the cost of any warranty repairs including parts due to a Contractor rework basis.

4.5.6. The Contractor shall maintain a minimum of stocking of refurbished hardware/software related items to make emergency repairs/replacements without ordering/shipping delays.

4.6. Category Two: Labor and Repair

4.6.1. Work Order Request

4.6.1.1. The Department shall notify the Contractor by phone, email or with a Work Order Request, Exhibit 4, when:

4.6.1.1.1. Upgrade of the existing Motorola Irrigation controller system

4.6.1.1.2. Upgrade of the narrow-banding on the entire system

4.6.1.1.3. Training

4.6.2. The Work Order Request shall advise the Contractor of the work location and extent of services. The Contractor has seven (7) days (including weekend and State holidays), to respond to the Work Order Request and provide the Department with a quote for the estimated number of hours, material, and equipment required to complete the job and the anticipated start work date. No work shall commence on any project without proper authorization of the Department.

4.6.3. The Contractor shall be responsible for the coordination of all work with the applicable

Department’s Project Manager, Maintenance Supervisor or designee. A written Work Order Request, and Purchase Order for the requested task from the Department are necessary before any work can proceed on any project. Any work that is done by the Contractor without proper authorization may not be eligible for payment.

4.7. Emergency Work

4.7.1. In the event emergency work is necessary, the Department shall notify the Contractor verbally when and where the service is required. The Department shall provide detailed location, condition, assessment, and other applicable information to assist the Contractor in expediting the dispatch of crew and equipment to the scene.

4.7.2. The Contractor shall have 24 hours to respond to the required service verbal request as specified by the Department.

4.8. Work Schedule

4.8.1. All work shall be performed during daylight hours. Work shall be performed Monday through

Friday. No work will be performed on weekends or State holidays without prior approval from the Department.

4.8.2. The Contractor shall adhere to the approved work schedule and shall complete all routine work during the calendar week in which it is scheduled unless circumstances occur which are beyond the control of the Contractor.

4.8.3. All mutually scheduled work not completed during the week scheduled shall be reported to the Department in writing on the first day of the following week. The report shall include an explanation of why the work was not completed and plans for getting the work back on schedule. If the Contractor falls behind schedule at any given time, additional personnel and equipment used will come at no additional cost to the Department, until the work is back on schedule.

4.8.4. The Department reserves the right to make minor adjustments in the schedule at any time to avoid conflict with highway construction or maintenance operations.

4.9. Category Three: Irrigation Controller Training (Hardware and Software)

4.9.1. The contractor shall provide to the Department ongoing technical assistance and training.

4.9.1.1.1. Training shall be conducted on an as needed basis as requested by the Department.

4.9.1.1.2. Training shall be eight (8) hours daily to the staff up to fifteen (15) employees.

4.9.1.1.3. Training will be conducted at any of the following locations at the discretion of the Department: ADOT Happy Valley Irrigation Office 24251 N. 7th Ave Phoenix, AZ 85085, Tempe Irrigation Office 2600 W.

Broadway RD. Tempe, AZ 85282 and Central District 2140 Hilton Ave.

Phoenix, AZ 85009.

4.9.1.1.4. Training shall consist of configuration, setup, programming, maintenance and troubleshooting of all current or new hardware and software. Equipment and software still in use in the field shall continue to be part of the training.

4.9.1.1.5. Only qualified individuals shall conduct the training. Qualified means the trainer must have a high level of knowledge and experience relating to the type of products and services offered.

4.10. Staffing

4.10.1. The Contractor shall have adequate qualified experienced employees to perform all tasks required under this contract to ensure progress of the contracted services is completed in an orderly and timely manner.

4.11. Contractor’s Employees

4.11.1. The Contractor shall provide mentally alert, physically fit, adequately trained and qualified employees to ensure contracted services progress in a safe, orderly and timely manner.

4.11.2. All persons engaged in performance of work under this contract shall be, unless otherwise approved by the Department, direct bona fide employees of the Contractor or authorized subcontractors. Direct bona fide employee is defined as an actual employee of the Contractor that is not a leased or subcontracted employee. All subcontracted employees must be pre-approved by procurement.

4.11.3. All Contractors’ employees shall be in compliance with all OSHA and other State, Federal and Local regulatory agency requirements.

4.11.4. All employees shall be neat, clean and appropriately dressed in an approved, clean uniform with an identification badge or patch that contains the Contractor's name and employee’s name, at all times while on duty. The identification shall be worn on the outer garment.

4.11.5. Due to the nature of the work performed, Contractor employees, in a particular sense, will represent the State to the motoring public. Employees shall treat motorists in a friendly, courteous manner. Employees should keep well informed on local road conditions, detours, points of interest, and services available, but shall refrain from recommending any retail service over another.

4.11.6. All Contractors’ employees shall take all necessary operational and safety precautions during the performance of services to prevent accidents from occurring. Contractor shall ensure all of its employees are properly trained in their use.

4.11.7. No visitors, spouses, or children of the Contractor’s employees will be allowed in the work locations during working hours unless they are bona fide employees of the Contractor.

4.11.8. Parking of an employee's personal vehicle within the Right-of-Way or 30 feet of that roadway will not be permitted.

4.11.9. Employees are required to comply with A.R.S. §28-731, which prohibits driving over, across, or within a highway median.

4.11.10. The Contractor and Contractor’s employees are strictly prohibited from the operation of, or advertising of any commercial enterprise or activity on any premises that are the subject of this contract; except as may be provided under other contracts to which the Department is a signatory. Refer to A.R.S. § 28-7053.

4.12. Removal of Contractor’s Employees

4.12.1. The Contractor agrees to utilize only experienced, responsible and capable people in the performance of the work. The Department may require that the Contractor remove from the job, covered by this contract, employees who endanger person(s) or property, or whose continued employment under this contract is inconsistent with the interest of the

4.13. Supervision

4.13.1. The Contractor shall have supervisory personnel present during work operations for the purpose of observing work progress, inspection of completed work, meeting with Department personnel to perform random work site inspections, and coordinate operational requirements.

4.13.2. The On-Site Supervisor shall have authority to make decisions concerning day-to-day operations and shall assist the Department’s appointed representative in making on-site inspections and in coordinating other operational requirements. The On-Site Supervisor shall be competent in all matters relating to the specific job tasks, including required licenses and certifications, devices and services required under this contract.

4.13.3. The On-Site Supervisor shall also possess a copy of this contract and any amendments thereto when performing work under any resultant contract.

4.13.4. The On-Site Supervisor shall possess a means of communications with the Department in advance of and while performing any work under this contract. This form of communication shall be a cellular telephone. Cost of cellular or mobile radio shall not be the responsibility of the Department.

4.13.5. The On-Site Supervisor and additional personnel as deemed necessary by the Project Manager, or appointed designee, shall communicate in English. This is not meant to require that all Contractor personnel speak, read and write English. This requirement is necessary due to the following reasons that include, but are not limited to:

4.13.5.1. Warnings and emergencies and hazards

4.13.5.2. Preparation of reports

4.13.5.3. Communication with Department personnel

4.13.6. Due to the significance of the above listed reasons, the English requirement is being made with the intent that communications between the Contractor representatives and Department personnel, and between the Contractor representative and the public will be understood.

4.13.7. The Contractor shall provide the Department with the names and telephone numbers of all supervisory personnel who will oversee this contract as well as a detailed listing of their crews and phone numbers.

4.14. Equipment

4.14.1. Equipment used in the execution of this contract shall comply with all applicable local, state, federal and tribal laws, statutes, ordinances, rules and regulations, and the acts, codes, orders and decrees of any administrative bodies, councils or tribunals.

4.14.2. All vehicles must be maintained in good repair, appearance, and conditions at all times.

The Department reserves the right to inspect equipment at any time and require the replacement of any that does not meet the minimum serviceability standards. Equipment, machinery, component or system failures that affect the safe operation of any equipment shall be corrected prior to using the equipment at no cost to the Department.

4.15. Suspension of Work

4.15.1. The Department may suspend work operations at any time when in their judgment, present or impending weather conditions are such that the work cannot be carried out in a safe and effective manner.

4.15.2. The Department shall immediately suspend operations when work performance is observed in violation of safety rules, regulations or practices. Violation of safety rules, regulations or practices may be considered grounds for termination of the contract.

4.15.3. The Contractor shall suspend operations if weather or road and traffic conditions are such That work operations cannot be carried out in a safe and effective manner, or will pose an environmental hazard. If such suspension occurs, the Contractor shall immediately notify the

4.15.4. Violations of safety rules, regulations or practices may be considered grounds for termination of the contract.

4.16. Safety, Sanitary and Health Conditions

4.16.1. Contract specifications require all Contractor employees to wear OSHA approved hard hats, high visibility, OSHA approved safety vests (Type III), steel toed footwear and full length pants at all times while working within the Right-of-Way.

4.16.2. The Contractor shall provide and maintain in a neat and sanitary condition such accommodations for the use of the Contractor’s employees as may be necessary to comply with the requirements and regulations of the Arizona State Department of Health Services or other authorities having jurisdiction therein.

4.16.3. Attention is directed to Federal, State, and local laws, rules and regulations concerning construction safety and health standards. The Contractor shall not require any workers to work in surroundings or under conditions that are unsanitary, hazardous or dangerous to their health or safety.

5. Contractor’s Responsibilities

5.1.1. The Contractor shall furnish all labor, tools, equipment, materials, parts and supplies to effectively perform the required services in accordance with the specifications described.

5.1.2. The Contractor shall provide the Department with a main point of contact (POC). The contractor shall notify the Department with writing within three (3) business days of a change in POC.

5.1.3. All deliveries to the location specified on the purchase order shall be completed as soon as possible, but no later than five (7) calendar days after receipt of an order (ARO). If there are any anticipating delays, the Contractor shall supply an update weekly on delivery status.

5.2. Purchasing Card Surcharges

5.2.1. In the event the contractor charges a surcharge for use of purchasing card (P-card) transactions, it shall be in accordance to the Price Sheet. Any P-card surcharges must be noted on any quotes and all final invoices as a separate line item.

5.3. Estimates and Invoicing

5.3.1. The Contractor shall separate repair estimates/invoices from Upgrade services.

6. Department’s Responsibilities

6.1. The Department shall be responsible for furnishing and maintaining Traffic Control activities.

6.2. The Department shall be responsible for all damage caused by acts of nature. If the damage is so severe that extended closure of the roadway is necessary, the Contractor’s duties and compensation may be suspended for the closure period.

6.3. The Department shall be responsible for all peripheral devices providing input or accepting output from the Motorola equipment unless specified in the contract or of Motorola manufacture.

6.4. The Department shall provide a main point of contact (POC) for the Department.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

The term of any resultant contract shall commence on the effective day of award and shall continue for a period of twelve months (12) thereafter, unless terminated, cancelled or extended as otherwise provided herein.

2. CONTRACT EXTENSION

By mutual written contract amendment, any resultant contract may be extended for supplemental periods of up to a maximum of forty-eight (48) months.

3. ELIGIBLE AGENCIES

This contract shall be for the exclusive use of the Arizona Department of Transportation.

4. NON-EXCLUSIVE CONTRACT

This contract shall be for the sole convenience of the Department. The Department reserves the right to obtain like goods or services from another source when necessary. The Off-Contract Purchase Authorization and subsequent procurement shall be consistent with the Arizona Procurement Code.

5. ORDERING PROCESS

The Department shall issue a purchase order to the Contractor. Each purchase order must cite the contract number. This purchase order shall be the only document required for the Department to order and the Contractor to deliver the material and/or service.

Any attempts to represent any material and/or service not specifically awarded as being under contract is a breach of the contract and a violation of the Arizona Procurement Code. Any such action is subject to the legal and contractual remedies available to the State inclusive of but not limited to contract cancellation, suspension and/or debarment of the Contractor.

6. SHIPPING TERMS

Delivery shall be F.O.B. Destination to the location designated herein. Contractor shall retain title and control of all goods until they are delivered. All risk of transportation and related charges shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor.

The Department will notify the Contractor promptly of any damaged goods and shall assist the Contractor in arranging for inspection.

7. DELIVERY

Deliveries shall be completed In accordance with the requirements of the contract.

Delivery of the product does not constitute acceptance.

8. INSPECTION AND ACCEPTANCE

Each item delivered shall be subject to a complete inspection by the Department within xxx days after delivery.

Inspection criteria shall include, but not be limited to, conformity to the specifications, workmanship, quality and materials.

If the delivered product is not accepted and returned for corrective action, an additional fifteen (15) calendar days shall be allowed for inspection of the corrected or replacement product.

The Contractor shall be responsible for the transport of the material to and from the Department for the correction of items or workmanship not in compliance with the specifications.

Product returned for corrective action may delay payment. Invoices will be processed for payment only after the product is accepted.

9. INVOICING and PAYMENT

Separate invoices are required for each shipment of product or delivery of service and shall include at a minimum:

Department Location’s Name and Address

Vendor Name, Remit to Address and Contact Information

Contract Number

Purchase Order Number

Invoice Number and Date

Date the items were shipped to the Department

Contract Line Item Number

Line Item Description or Item or Service

Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit

Catalog or Other Discount (if applicable)

Net Unit Price and Total per Unit (if applicable)

Applicable taxes

Applicable Shipping/Freight Charges

Total Invoice Amount Due

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 against the Department or the State for late or finance charges.

The Department will make every effort to process payment for the purchase of product within thirty (30) calendar days after the Department has conducted the necessary reviews, inspections and acceptance as described herein.

The department acceptance date will be the valid date for starting the thirty (30) calendar day payment period.

Payment due dates, including discount periods, will be computed from the date of acceptance or date of correct invoice (whichever is later) to the date the Department’s warrant is mailed.

10. ESTIMATED USAGE

The Department anticipates considerable usage under this contract. The Department reserves the right to increase or decrease actual quantities ordered as circumstances may require. No guarantees are made concerning actual purchases under this contract.

11. PRICE REDUCTION

A price reduction adjustment may be offered at any time during the term of a contract and shall become effective upon notice through a written contract amendment.

12. PRICE INCREASE

The Department will review fully documented requests for price increases for any contract which will or has been in effect for twelve (12) months. The request shall be submitted no less than 60 days prior to the contract renewal date. The Contractor shall provide fully documented information which supports the price increase request. Fully documented means that the request shall present detailed information and calculations that make it clear how the claimed increase has an impact on the contract unit prices. All assumptions regarding cost factors that have an impact on the requested increase shall also be clearly identified and justified. The requested price increase must be based upon a cost increase that was clearly unpredictable at the time of the offer and can be shown to directly affect the price of the item concerned.

Any price increase adjustment request prior to the time of contract extension will be a factor in the extension review process. The Department will determine whether the requested price increase or an alternate option, is in the best interest of the State.

13. SAFETY STANDARDS

Items supplied under this contract shall comply with all current applicable safety standards and regulations including the Occupational Safety and Health Standards of the State of Arizona Industrial Commission, the National Electric Code and the National Fire Protection Association Standards.

14. WARRANTY

The Contractor warrants:

1. That all services performed hereunder shall conform to the requirements of this contract and shall be performed by qualified personnel in accordance with the highest professional standards.

2. That all items furnished hereunder shall conform to the requirements of this contract and shall be free from defects in design materials and workmanship. Any defects of design, workmanship or materials shall be fully corrected by the Contractor (including parts and labor) without cost to the Department.

3. The warranty period on workmanship and materials shall be based on a minimum of twelve (12) months from the time of acceptance by the Department.

15. CURRENT PRODUCTS

All products supplied under this contract shall be in current and ongoing production; shall have been formally announced for general marketing purposes; shall be a model or type currently functioning in a user (paying customer) environment and capable of meeting or exceeding all specifications and requirements set forth in the contract.

16. PRODUCT DISCONTINUANCE

In the event that a product or model is discontinued by the manufacturer, the Department at its sole discretion may allow the Contractor to provide a substitute for the discontinued item. The Contractor shall request authorization to substitute a new product or model and provide the following:

1. A formal announcement from the manufacturer that the product or model has been discontinued.

2. Documentation from the manufacturer that names the replacement product or model.

3. Documentation that provides clear and convincing evidence that the replacement meets or exceeds all specifications required by the original solicitation.

4. Documentation that provides clear and convincing evidence that the replacement will be compatible with all the functions or uses of the discontinued product or model.

5. Documentation confirming that the price for the replacement is the same as or less than the discontinued product or model.

17. CONTRACT ADMINISTRATION

The Contractor shall contact the assigned Procurement Officer for guidance or direction in matters of contract interpretation or questions regarding the terms, conditions or scope of the contract.

18. NOTICES

All notices, requests, demands, consents, approvals, and other communications which may or are required to be served or given hereunder (for the purposes of this provisions collectively called “Notices”), shall be in writing and shall be sent by certified United States mail, return receipt requested, or by any other method that provides evidence of receipt, addressed to the party or parties to receive such notice as follows:

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group 1655 W. Jackson Street, MD 100P

Phoenix, Arizona 85007-3276

b. If intended for the Contractor, to the address as identified in the Contractor’s electronic vendor profile.

Or to such other address as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so mailed shall be deemed to have been given as of the date such notice is received as shown on the return receipt. Furthermore, such notice may be given by delivering personally such notice, if intended for the State, to the Arizona Department of Transportation, Procurement Officer and, if intended for the Contractor, to the person named on the Offer & Contract Award of this contract, or to such other person as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so delivered shall be deemed to have been given as of the date such notice is personally delivered to the other party.

19. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

The Contractor or any subcontractors are prohibited from having weapons in their possession or on their person within the building. Weapons shall be stored securely, consistent with A.R.S. § 13-3118, in the Contractor’s or any subcontractor’s vehicle if there are no storage amenities available at the ADOT facility.

This contract may be cancelled if Contractor or any subcontractors or others in the employ or under the supervision of the Contractor or subcontractors is found to be in possession of weapons.

Possession of weapons (firearms, explosive device, knife or blade of more than three inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property except in the manner stated above.

Further, if the Contractor or any subcontractors or others in the employ or under the supervision of the Contractors or subcontractors are asked by an ADOT official to leave the ADOT property, they are advised that failure to comply with such a request shall result in cancellation of the contract and anyone who refuses, whether armed or not, is subject to prosecution under A.R.S. § 13-1502, "Criminal trespass in the third degree; classification."

20. INDEMNIFICATION CLAUSE

20.1 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 the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by 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.

20.2 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.

21. INSURANCE

The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to the Department. Certificate(s) shall be received within five (5) calendar days of notification of contract award by the Procurement Officer.

21.1 Insurance Requirements

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

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

21.2 Minimum Scope and Limits of Insurance

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

21.2.2 Commercial General Liability (CGL) – Occurrence Form

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

• General Aggregate $2,000,000

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

• Personal and Advertising Injury $1,000,000

• Damage to Rented Premises $50,000

• Each Occurrence $1,000,000

a. The policy shall be endorsed, as required by this written agreement, to include the

State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor.

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

21.2.3 Business Automobile Liability

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

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

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

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.

21.3.3 Workers’ Compensation and Employers' Liability

• Workers' Compensation Statutory

• Employers' Liability

Each Accident $1,000,000

Disease – Each Employee $1,000,000

Disease – Policy Limit $1,000,000

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

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

21.3.4 Technology Errors & Omissions Insurance

• Each Claim $2,000,000

• Annual Aggregate $2,000,000

a. Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract.

b. Coverage shall include copyright infringement, infringement of trade dress, domain name, title or slogan.

c. In the event that the Tech E&O insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this Contract is completed.

21.3 Additional Insurance Requirements

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

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

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

21.4 Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty

(30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number).

21.6 Acceptability of Insurers

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

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

21.7 Verification of Coverage

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

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

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

21.7.3 All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of

Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time. The certificate shall state that the insurance applies to any and all work performed for or on the behalf of the State of Arizona/ADOT shall be noted on the certificate of insurance.

21.8 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.

21.9 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.

21.10 Exceptions

In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate 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.

22. USAGE REPORT

The Contractor shall furnish the Department a quarterly report showing purchasing activity under this contract. This usage report shall be provided in a form substantially equivalent to Exhibit 5. Usage reports shall be submitted to the Procurement Officer no later than 30 days after the end of each quarter.

Usage report quarters shall be defined as follows:

January through March – Report due April 30

April through June – Report due July 30

July through September – Report due October 30

October through December – Report due January 30

23. LICENSES, PERMITS, CERTIFICATIONS

Contractor, at their expense, shall maintain in current status without any violations, complaints, or suspensions during the term of this contract all Federal, State and Local licenses, permits and certifications required for the operation of a business conducted by the Contractor.

24. SERIAL NUMBERS

Equipment supplied under this contract must contain an original manufacturer’s serial number.

Serial number may not be altered in any way. Throughout the contract term, the Department reserves the right to reject any altered equipment.

25. POST AWARD MEETING

At the discretion of the Department, the Contractor, at their expense, shall attend and participate in post award meetings as scheduled by the Procurement Officer.

UNIFORM TERMS AND CONDITIONS

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

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

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

1.3. “Contract” means the combination of the Solicitation, including the Instructions to Offerors, the

Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of

Work; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract

Amendments.

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

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

1.6. “Data” 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.

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

1.8. “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.

1.9. “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.

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

1.11. “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.

1.12. “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.

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

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

1.15. “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.

1.16. “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…