Contract_Document.pdf

Procurement

ATTACHMENT ONE (1)

OFFER AND ACCEPTANCE

Solicitation No: BPM005940 Available online at https://app.az.gov

Rev 09/2022

OFFER

TO THE STATE OF ARIZONA:

The undersigned hereby offers and agrees to perform in compliance with all terms, conditions, specifications and amendments of this solicitation and any written exceptions in the offer. Signature also acknowledges receipt of all pages indicated in the Table of Contents.

Mandel Metals, Inc. DBA US Standard Sign

Offeror (Company) Name Signature of Person Authorized to Sign Offer

11400 W Addison Ave

David Pupillo 1/22/2024

Address Printed Name Date

Franklin Park Illinois 60131

Account Manager

City State Zip Title dpupillo@usstandardsign.com

847-447-2232

Email Address Phone Number dpupillo@usstandardsign.com

847-455-3330

Company Email Address Fax Number

By signature in the Offer section above, the Offeror certifies that the submission of the Offer did not involve collusion or other anticompetitive practices.

ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)

The Contractor is now bound to perform based upon Contract Number _________________________________including all terms, conditions, specifications, amendments, etc., and the Contractor's offer as accepted by the state.

The Contractor is hereby cautioned not to commence any billable work or provide any material, service or construction under this contract until contractor receives a purchase order document.

State of Arizona

Effective this day of 20

Procurement Officer Awarded Date

DocuSign Envelope ID: F46C4218-4302-48E4-B311-44484D7EF621

1/25/2024

1st 24March

CTR069676

https://app.az.gov/

Rev. 05/2023

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P Phoenix, AZ 85007

INVITATION FOR BID

SOLICITATION NUMBER: BPM005940

DESCRIPTION: Flat Aluminum Sign Blanks

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.

Gary Henry Senior Procurement Specialist Phone: (602) 712-7304 Email: Ghenry@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.

mailto:Ghenry@azdot.gov

TABLE OF CONTENTS

SECTION PAGE

Notice 1

Table of Contents 2

Specifications 3

Special Terms and Conditions 7

Uniform Terms and Conditions 16

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 29

2 - Title VI/Non-Discrimination Assurances Appendix E 30

3 - Quarterly Contract Usage Report 31

4 - Flat Sign Blanks and Shipping Pallet 32

SPECIFICATIONS

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), herein referred to as Department, has a requirement for a term contract for the procurement of various types and sizes of flat aluminum substrate material in pre-cut or stamped blanks.

2. Introduction and Background

2.1. The Department Sign Factory will utilize these materials to manufacture permanent highway and general use signs using pre-mounting, post-mounting, and plotter/cutter/routing sign making processes. They shall be manufactured in such a manner that they are consistent in sizes, dimensions, and thickness from each order. The aluminum sign blanks shall be supplied as specified and delivered ready for use by the Department.

3. General Requirements

3.1. The aluminum substrate material is needed in the following category type:

3.1.1 Aluminum Alloy 5052-H38 - Trivalent Chromium Coated Blanks, Sheets, and Custom Blanks

3.2. All items shall be in accordance with the requirements described and as specified herein. In addition to the Department’s requirements the sign blanks shall also conform to the applicable requirements of the 2009 Edition of the Manual on Uniform Traffic Control Devices (MUTCD) Part 2 Signs and Standard Highway Sign (SHS) Book. Copies of these documents can be purchased from American Traffic Safety Service Association (ATSSA), Institute for Transportation Engineers (ITE), or American Association of State Highway and Transportation Officials (AASHTO). These documents can also be downloaded per the Federal Highway Administration’s (FHWA) MUTCD home page (https://mutcd.fhwa.dot.gov). The SHS blank requirements shall apply unless the Department requires something different at the time of order.

4. Specific Requirements

4.1. The aluminum substrate material shall be 5052-H38 aluminum alloy, which has the needed properties that allow it to be sheared, punched, or stamped uniformly without cracking, breaking, flaking, or peeling. The method of sampling for the determination of chemical composition and tensile properties of the aluminum alloy shall be in accordance with the requirements of American Society for Testing and Materials (ASTM) B209, latest revision.

4.2. The sign blanks shall be cut and/or stamped in such a fashion that the radii (as applicable), holes (as applicable) and edges are square and true to the required form. The form and flatness of the blanks shall be such that sign making materials can be easily placed without excessive trimming, wrinkling or miss-alignment.

4.3. All edges shall be free of burs or sharp projections that could result in penetration of a worker’s leather gloves when the blanks are handled. The sign blanks shall have smooth and oil free surfaces on both sides. They shall be clean and dry with no oxidation or surface contamination.

4.4. All aluminum substrate materials shall have sufficient strength and durability to maintain their effective shape and alignment throughout its minimum rated life.

https://mutcd.fhwa.dot.gov/

4.5. The aluminum sign blanks shall be rated for outdoor and long life (twelve years minimum) applications in Arizona's diverse alpine to desert environment.

4.6. The aluminum sign blanks shall be suitable for use with engineering grade, super engineering grade, high intensity grade, and prismatic grade sign sheeting from a variety of manufacturers (Avery Dennison, 3M, Nippon Carbide, Reflexite and American Decal) being applied to them.

4.7. Coating

4.7.1. The aluminum sign blanks shall be chemically treated to form an oxidation resistant barrier film that is suitable and has been used successfully in the past.

4.7.2. The coating process shall be in conformance with the applicable requirements of ASTM B921 for Trivalent Chromium. The coating for B921 shall be Class 1 as it will be used for a final finish.

4.7.3. The coating shall be applied to both sides of the sign blanks and sheets after they have been fully fabricated (all cuts, holes and radii).

4.7.4. Prior to and after the application of the chemical conversion coating the front and back of the aluminum sign blank shall be properly cleaned, rinsed and dried. Upon completion the coating shall be fully dried tightly adhered, free of powdery residue and have a light color which shall be clearly visible. When moderately rubbed with a piece of tissue, the coated sign blank shall show no discoloring residue.

4.7.5. The coating shall be allowed to fully dry and cure prior to stacking for storage and/or shipment.

4.8. Tolerance

4.8.1. The thickness tolerance shall be plus or minus .004 (1/250) of an inch. The tolerance for any width, length, or radius of any blank shall be plus or minus .063 (1/16) of an inch. The width tolerance of any sheet shall be plus .250 (1/4) of an inch and minus .125 (1/8) of an inch. The length tolerance of any sheet shall be plus .250 (1/4) of an inch and minus .063 (1/16) of an inch.

4.8.2. The flatness tolerances shall conform to the following Aluminum Association Standards:

4.8.2.1. The 5052-H38’s allowable deviations from flat with the sheets positioned on a flat horizontal surface are .1875 (3/16) of an inch for a longitudinal distance of up to 2 feet, .3125 (5/16) of an inch for 2 to 3 feet, .375 (3/8) of an inch for 3 to 4 feet, .5 (1/2) of an inch for 4 to 6 feet, and .5625 (9/16) of an inch for a longitudinal distance of over 6 feet.

4.8.2.2. Any sign blanks measuring above the allowable tolerances will be grounds for rejection of the product.

4.9. Flatness

4.9.1. To assure flatness of the aluminum blanks, the aluminum shall be produced with a stable flat sheet. The aluminum shall be stress relieved and tension leveled at the mill and then re-tension leveled at the plant.

4.10. Radius

4.10.1. All radii shall be centered on the corner of the sign to which they apply. The transition from the straight sign edge and the cut or stamped radius shall be even and smooth. The appearance and size of the radius shall be consistent, unless otherwise noted or specified, on all corners of the sign blank.

4.11. Holes

4.11.1. Unless ordered otherwise, sign blanks will not have holes. If required at the time of order, sign blanks shall come with pre-stamped or pre-drilled mounting holes. The number, location, and size of the holes shall be specified at the time of order. All blanks are to be punched according the Federal MUTCD specifications; however, the Department does have some of its own requirements for blanks.

4.11.2. The standard hole sizes shall be .375 (3/8) of an inch in diameter, plus or minus .031 (1/32) of an inch.

4.12. Packaging

4.12.1. All orders shall be delivered using a truck-tractor with a flatbed semi-trailer to facilitate off-loading by the Department warehouse personnel. The Department does not have a loading dock. All orders of aluminum shall be protected from weather during the loading and the transport to the Department storage facility.

4.12.2. Each pallet shall have a complete and detailed list of its contents secured to it so it can be easily identified, logged, sorted and stored when it is delivered to the Department. The listing of the materials shall conform to the Department's order descriptions and references contained herein. Each pallet shall also include a copy of the Material Safety Data Sheet (MSDS). Each pallet shall have document weight of the pallet on it. Each pallet shall have one aluminum sign panel packed separately on top of the remaining aluminum stack to use as a quality assurance sample. This is so as the pallets of aluminum arrive at the Department storage facility it can be checked for quality and dimensions.

4.12.3. Pallets (wood) shall be made to required dimensions to insure the proper, safe, and consistent storage of the aluminum panels at the Department storage facility. They will have openings from one direction for forks of a forklift; the widths of the pallets on the forklift opening side shall be 24, 30, 36, 42, 48, 60, 84, 96, 108, 120, and 144 inches. This is so the Department will have consistent width pallets for placement on our storage racks at the Department storage facility.

4.12.4. The vertical supports of the wood pallet shall be dimensions of 2 inches wide x 4 inches in height x varying depths of 18, 24, 36, 42, 48, 60, or 72 inches depending on the size of the aluminum panel. The left and right outside vertical supports (2) shall be placed at, but not exceed the outside width of 24, 30, 36, 42, 48, 60, 72, 84, 96, 108, 120, and 144 inches. There shall be one additional vertical support at the center point of the outside width of the 24, 30, 36, 42, 48 inch wide pallet openings. The 60 to 144 inch wide pallet shall have two additional vertical supports placed centered at 15 inches in from both the left and right outside width of the 60 to 144 inch wide pallet opening.

4.12.5. The wood horizontal cross panels shall be dimensions of 1 inch in height x 6 inches in width x with varying lengths of 24, 30, 36, 42, 48, 60, 72, 84, 96, 108, 120, and 144 inches depending on the outside width of the pallet openings.

4.12.6. The wood horizontal cross panels shall be placed in a pattern on the top side of the pallets with 24, 30, 36, 42, 48, 60, 72, 84, 96, 108, 120, and 144 inch wide openings, one each shall be placed at the (1) front and (1) back opening, but not exceed the depth of 42, 48, 60 or 72 inches. The remaining horizontal cross panels shall be centered at 12 inch intervals from the inside of the horizontal cross panels at the (1) front and (1) back openings of the pallet.

4.12.7. The wood horizontal cross panels shall be placed in a pattern on the bottom side of the pallets with 24, 30, 36, 42, 48, 60, 72, 84, 96, 108, 120, and 144 inch wide openings, one each shall be placed at the (1) front and (1) back opening, but not exceed the depth of 18, 24, 30, 36, 42, 48, 60, or 72 inches. The remaining horizontal cross panels shall be centered at 18 inch intervals from the inside of the horizontal cross panels at the (1) front and (1) back openings of the pallet.

4.12.8. The Department or the Contractor shall have the option of pallet re-use or disposal.

4.12.9. Only one sign panel dimension per pallet, no stop signs and yield signs mixed on the same pallet.

4.12.10. Aluminum sign panels arriving at the Department storage facility shall be packed in a manner to help insure the proper and safe storage of the aluminum sign panels, as well as their protection from weather, with the use of a material such as a poly coated Kraft paper (or like material) to wrap the aluminum. When aluminum sign panels are placed on a pallet, they shall not exceed beyond the pallet edge, they shall be stacked straight and wrapped in 5 or 10 sheet packs, MAXIMUM. Aluminum sign panels that are odd shapes (yields, interstate shields, etc.) and have multiple stacks on a pallet shall be, if possible, stacked with the widest point in the front and back of the pallet (24 x 24 interstate shields, top of panel in the front and top to the back of the second panel stack) to help increase stability of pallets stacked on top of each other. Aluminum sign panels of 16 square feet and less shall be collated and wrapped in packs of 10 sheets. Aluminum sign panels of more than 16 square feet shall be collated and wrapped in packs of 5 sheets. The placement of wrapped aluminum sign panels onto a pallet in packs will be followed by a light cardboard wrap that will then be used to protect the inner wrapping from damage by the banding, movement of the pallet, etc.

4.12.11. Pallets of .125 (1/8) of an inch thick aluminum sign panels or multiple stacks of sign panels that are 20 square feet or more, shall not exceed 20 sheets maximum in height on a pallet.

Packers shall follow PALLET UOM MAX QTY, from the Shipping Values section of Exhibit 4, FLAT SIGN BLANKS and SHIPPING PALLET.

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, Freight Prepaid, to the specified receiving point as indicated on the contract purchase order. Most, if not all, deliveries shall be to the Traffic Operations Section, Traffic Operations Supply Center located at 2104 South 22nd Avenue in Phoenix, Arizona 85008. 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.

All deliveries to the location specified on the purchase order shall be completed as soon as possible, but no later than thirty (30) calendar days after receipt of an order (ARO). If specified by the Department at the time of order, delivery times may be more than thirty (30) days. If the Department requests a delivery time of more than thirty (30) days the Department shall have the right to specify an exact date and time of delivery. Deliveries are accepted during normal business hours only. Deliveries are not normally accepted on weekends and holidays.

Extensions to delivery and/or phased delivery times are allowable if approved by the Department.

The contractor shall provide written acknowledgement of an order. This acknowledgement shall restate what was ordered and when the Department can expect delivery. A late delivery may be grounds for the department to reject the shipment, suspend the contract, cancel the contract, or utilize another supplier.

Delivery of the product does not constitute acceptance.

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 fifteen (15) calendar 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 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 of Item

• Quantity Purchased

• Line Item Unit of Measure

• Price per Unit and Total per Unit

• Net Unit Price and Total per Unit (if applicable)

• Applicable taxes

• 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.

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. All Items - 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 and all defective aluminum blanks, sheets, and custom blanks shall be returned to the Contractor at their cost.

2. Storage – The warranty period on workmanship and materials shall be a minimum of one (1) year from the date of acceptance by the Department for all materials being stored outside.

3. Sign Substrates – Once fabricated by the Department Sign Factory, the durability warranty periods for all substrate materials shall be twelve (12) years.

The warranty shall cover the materials supplied under this contract shall perform as intended for the period of time specified without degradation that is directly related to unsatisfactory performance of those materials either individual and/or as fabricated into a sign or traffic control device.

If at any time during the course of the contract the Department makes the Contractor aware of any problem with their materials the Contractor shall take immediate action to investigate the cause and to develop a solution. Non-response or an untimely response can be the grounds for contract suspension or cancellation.

The Contractor shall coordinate with the Sign Factory Manager and the Procurement Officer on all problems and solution relating to this contract.

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

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.

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

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.

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.

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.

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.

Minimum Scope and Limits of Insurance

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

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.

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.

Workers’ Compensation and Employers' Liability

• Workers' Compensation Statutory

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

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

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

Additional Insurance Requirements

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

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).

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

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.

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.

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.

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.

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.

3. All certificates required by this Contract shall be sent directly to the Department. 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. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

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 the Contract, proof from the Contractor that its subcontractors have the required coverage.

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.

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 3. 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

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. “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.

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 Parole 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.

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.

3. Contract Administration and Operation

3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each Subcontractor 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.

3.2. Non-Discrimination. The Contractor shall comply with State Executive Orders 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. Contractor shall include these provisions in contracts with Subcontractors when required by Federal or State law.

3.3. 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.

3.4. 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.

3.5. 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.

3.6. 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.

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

3.8. 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.

3.9. Ownership of Intellectual Property

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

3.9.2. “Government Purpose Rights” are:

3.9.2.1. the unlimited, perpetual, irrevocable, royalty free, non-exclusive, 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;

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

3.9.2.3. 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.

3.9.3. “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.

3.9.4. 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…