Contract_Documents.pdf

Procurement

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson Street

Phoenix, AZ 85007

Solicitation Amendment Summary SOLICITATION NO.: BPM005491 AMENDMENT NO.: One (1)

DESCRIPTION: Asphalt Crack Sealant(s)

Rev. 04/2020

Pursuant to the Uniform Instructions to Offerors, Item B.6, Solicitation Amendments, the above referenced solicitation shall be amended as follows:

1. Specifications

Section 3.3.1. is hereby changed to the following:

Hot applied joint sealant material, including asphalt rubber sealant (black or gray), shall be hot applied type, conforming to the requirements of ASTM D6690, Type II or Type III. It is a single component, resistant to weathering, for use in sealing joints and cracks in Portland cement concrete pavements and/or bridge deck surfaces on high traffic roads.

2. Line Items

Line Item 1 is hereby changed to: Hot Applied PCCP Joint Sealant – Black Line Item 10 is hereby changed to: Concrete Joint Sealer – Black Line Item 16 is hereby added: Hot Applied PCCP Joint Sealant – Gray Line Item 17 is hereby added: Concrete Joint Sealer - Gray

3. All other terms, conditions and provisions of this solicitation remain unchanged.

Rev. 05/2023

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

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

INVITATION FOR BID

SOLICITATION NUMBER: BPM005491

DESCRIPTION: Asphalt Crack & Joint Sealant(s)

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.

Stacy Wiesner Procurement Officer Phone: 602.712.6939 Email: swiener@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.

https://app.az.gov/ mailto:swiener@azdot.gov

TABLE OF CONTENTS

Solicitation No: BPM005491 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Specifications 3

Special Terms and Conditions 11

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 - ADOT Maintenance Location 41

4 - Vendor Performance Report 43

5 - ADOT Quarterly Usage Report 44

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 (Department), has a requirement for a term contract for Asphalt Crack and Joint Sealant(s).

2. General Requirements

2.1. Work Locations

2.1.1. The work under this contract shall occur throughout Arizona including the State of Arizona departments, agencies and boards, all eligible universities, political subdivisions and nonprofit educational or public health institution. ADOT specific locations are listed on ADOT Maintenance Locations, Exhibit Three (3).

2.2. Material Requirements

2.2.1. All materials supplied shall comply with the Arizona Department of Transportation

Standard Specifications for Road and Bridge Construction current Edition including errata and addenda, including but not limited to:

Section 104 – Environmental Analysis

Section 1001 – Material Sources https://azdot.gov/business/contracts-and-specifications

American Society of Testing Materials (ASTM) http://www.astm.org/

2.2.2. All sources of mineral aggregate (i.e. stone, gravel, cinders, sand, etc.) must be approved in accordance with Section 1001 of ADOT’s Standard Specifications. This includes the submission and approval of an environmental analysis prepared in accordance with Subsection 104.12.

2.2.3. If the Department or Cooperative determines that the proposed use will have major adverse impact on cultural or historic resources, the Department or Cooperative will not allow the use of the source.

2.3. The Contractor shall be notified within (90) days if the material does not meet the specifications when either a visual or through laboratory testing. This is applicable only after receipt of the material delivered to the maintenance yards and/or plant pickup by the Department. The material can only be disputed by the Department or Cooperative in this scenario; if it has not been disturbed at the maintenance yard and/or packaging.

2.4. The Contractor shall be notified immediately if the material does not appear to meet the specifications when delivered and/or when plant pickup for immediate use at a job site.

https://azdot.gov/business/contracts-and-specifications

2.5. The Contractor is responsible for the pickup of and disposal of all product deemed to not meet the specifications of this contract.

2.6. If at any time during the course of the contract the Department makes the Contractor aware of any problems with their products, containers or delivery service, the Contractor shall take immediate action to investigate the cause and to develop a solution. Non-response and/or a mutually agreed upon resolution may be grounds for contract suspension, contract cancellation or utilizing a different supplier.

2.7. The State requests substitute products with low or no-content of reactive organic compounds.

3. Specific Requirements

3.1. Polymer Modified Asphalt Crack Sealant

3.1.1. The specifications for polymer modified asphalt crack sealant shall conform to the following requirements.

Test Test Method Type 1 Cold

Climate

Type 2 Moderate

Climate

Type 3 Hot Climate

Cone Penetration @ 77° F ASTM D5329 50-80 35-55 20-40

Resilience @ 77° F, minimum ASTM D5329 30% 30% 30%

Softening Point, minimum ASTM D36 190°F 200°F 210°F

Ductility @ 77°F, minimum ASTM D113 30 cm 30 cm 30 cm

Asphalt Compatibility ASTM D5329 Pass Pass Pass

Bitumen Content, minimum ASTM D4 60% 60% 60%

Tensile Adhesion, 1 inch thick specimen, minimum

ASTM D5329 500% 500% 500%

3.1.2. Sampling and heating shall be in accordance with ASTM D5078.

3.1.3. The sealant shall be supplied premixed in containers with a liner of non-adherent film.

Crack sealant shall be packaged in boxes (not to exceed 50 pounds with two (2) 25 pound blocks or other combination of blocks not exceeding the maximum weight per package), or in meltable packages (not to exceed 30 pounds). Application, storage, heating and safety instructions shall be supplied with each shipment.

https://app.az.gov/

Procurement

3.1.4. The sealant shall be capable of being melted and applied to cracks at temperatures below 400 degrees F. The sealant, when properly heated, shall readily penetrate cracks 1/4 inch or wider.

3.2. Polymer Modified Aggregate Filled Mastic Sealant

3.2.1. The specifications for the polymer modified asphalt mastic crack sealant shall be a coarse product and shall be hot-applied, prepackaged, pourable, aggregate filled polymer modified asphalt mastic for repairing cracks over 1-1/2 inches wide in asphaltic concrete pavement.

3.2.2. When heated to the recommended application temperature the mastic material shall exhibit sufficient workability.

3.2.3. A mastic material type shall be available for all climates and all highway types, including interstates.

3.2.4. The mastic material shall have a proven, successful history in all highway applications and climate controls.

3.3. PCCP Joint Sealant(s)

3.3.1. Hot applied joint sealant material, including asphalt rubber sealant (black or gray), shall be hot applied type, conforming to the requirements of ASTM D6690, Type II or Type III. It is a single component, resistant to weathering, for use in sealing joints and cracks in Portland cement concrete pavements and/or bridge deck surfaces on high traffic roads.

3.3.2. Joint sealant shall not contain any coal-tar materials.

3.3.3. The sealant shall be formulated for the extreme temperature conditions that occur in the Arizona climate.

3.3.4. The minimum ambient temperature during application and ambient temperatures under various storage conditions shall be clearly marked on the container.

3.3.5. Silicone joint sealant shall be a low modulus silicone that is specifically formulated to seal Portland cement concrete pavement joints. Silicone sealant shall be furnished in a one (1) part formulation which is nonacid curing and shall conform to the requirements of ASTM D5893, except as specified herein. Refer to the following link: http://www.astm.org/

3.3.6. The sealant shall be delivered in the manufacturer’s original sealed container. Each container shall have attached, intact, the original manufacturer’s label. The label shall be tamper proof, non-removable and shall be legibly marked with the manufacturer’s name, the trade name of the sealant, the manufacturer’s batch or production lot number, and the expiration date of the manufacturer’s shelf life warranty.

3.3.7. Sealant that has exceeded the shelf life warranty expiration date shall not be used unless it has been retested and recertified for bond test method in conformance with ASTM D5893.

The sealant may be recertified for a period not exceeding six (6) months from the date of retesting. Retesting or replacement of the sealant will be at the Contractor’s option.

Retesting will be at no additional cost to the Department. Failure to meet specification requirements shall not be cause for claim or extension of the contract. The Contractor shall be held liable for all costs incurred in procuring and testing of materials that are found to be outside specifications requirements.

3.4. Delivery/Plant Pick Up

3.4.1. All pricing shall be priced per pound based on minimum load or more for various products listed. The minimum load delivered shall be 42,000 pounds; the minimum load for plant pick up shall be one (1) pallet.

3.4.2. The delivery line items with fixed prices are identified as not-to-exceed or maximum unit price. For those line items, Contractors may provide quotes where the unit price is equal to or less than the unit price in the contract.

3.4.3. Delivery of all material under this contract shall occur from the nearest plant location to the required maintenance location(s) and/or job site.

3.4.4. Delivery shall be made as soon as possible but no later than fourteen (14) calendar days after receipt of order (ARO).

3.4.5. Deliveries may be made from one (1) hour after the requesting location opens, to one (1) hour before the location closes.

3.4.6. Plant pick up in lieu of delivery will be at the Department’s discretion. Plant pick up shall be billed at the contracted material price. No other charges shall be billed to the Department.

3.4.7. Orders delivered by the Contractor in split order deliveries will not constitute authorization from the Department for additional fees. Short load fees are not applicable to split orders made by the Contractor under this contract.

3.4.8. Each delivered load shall have a certified weight ticket; and the cost shall be reflected in the unit cost of material. Weight tickets shall indicate gross, tare and new weight in pounds. Loads shall not exceed legal limits.

3.4.9. A Certificate of Analysis conforming to the requirements of Subsection 106.05 of the ADOT

Standard Specifications for Road and Bridge, current Edition, shall be submitted for each lot of sealant. The certificate shall list all test results, and certify that the sealant meets all requirements listed herein. A copy of this certificate shall be supplied with each shipment.

Refer to the following link:

https://azdot.gov/business/contracts-and-specifications/specifications

3.4.10. The Contractor shall be responsible for verifying quantities prior to delivery or pick up. Any changes to the quantities shall be immediately brought to the attention of the Department for approval.

3.5. Corrective Action

3.5.1. The Department shall notify the Contractor, verbally and in writing, of any deficiencies found within the contract limits. If deficiencies are noted, the Department will submit a Vendor Performance Report, Exhibit 4, to the Procurement Officer, identifying the contractual deficiency and the expected resolution. A copy will be furnished to the Contractor.

3.5.2. When written notice of performance deficiencies is delivered to the Contractor, the Contractor shall, at no cost to the Department, correct the deficiencies to the approval of the Department.

3.5.3. Repeated deficiencies or Contractor’s failure to improve documented performance deficiencies may result in the termination of the contract by the Department.

3.6. Equipment

3.6.1. The Contractor shall provide and maintain during the entire period of this contract, equipment sufficient in number, operational condition and capacity to efficiently perform the work and render the services required by this contract.

3.6.2. The Contractor’s equipment shall comply with all applicable Federal, State and local laws, statutes, ordinances, rules and regulations, and the acts, codes, orders, and decrees of any administrative bodies, councils, or tribunals.

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

Equipment, machinery, component system failures that affect the safe operations of any equipment shall be correct prior to using the equipment.

3.6.4. The Contractor’s vehicles and mobile equipment shall be clearly marked with company name and/or logo and an identification number.

3.7. Safety, Sanitary & Health Conditions

3.7.1. The Department shall be notified immediately of any incidents or conditions relative to public health or safety.

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

https://azdot.gov/business/contracts-and-specifications/specifications

3.7.3. 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.

3.7.4. 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.

4. Contractor’s Responsibilities

4.1. General

4.1.1. The Contractor shall acquire and make all arrangements for a source or sources of material, furnish mix designs which will meet the design criteria specified hereinafter, and provide all the equipment, materials, and labor necessary to complete the work.

4.1.2. The Contractor is responsible for all expenses of any product that is delivered which is found to be contaminated and is a cause of environmental concerns.

4.1.3. All services performed shall conform to the requirements of this contract and shall be performed by qualified personnel in accordance with the highest professional standards.

4.1.4. The Contractor shall notify the Department immediately for any changes that affect the supply and delivery of materials.

4.1.5. 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 damage by work operations at their own expense 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 deducted from the Contractor’s final payment.

4.1.6. Damage to stop signs, yield signs, railroad crossing or other Manual on Uniform Traffic

Control Devices (MUTCD) type signs shall be reported to the Department and the District Regional Signing and Striping Supervisor or Cooperative immediately. Immediate is considered to be within one (1) hour of occurrence. Damage to delineators shall be repaired within forty-eight (48) hours of occurrence. No payment will be made to the Contractor until all damage has been repaired or replaced.

4.1.7. The Contractor shall comply with the Social Security Act, Workers’ Compensation laws, and Unemployment laws of the State of Arizona as well as all State, Local, and Federal legislation, rules and regulations associated with maintenance and construction relevant to the Contractor’s business.

4.2. Contractor’s Employees

4.2.1. 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.

4.2.2. The Contractor shall provide an adequate number of qualified, experienced employees, sufficient materials, equipment and resources to complete necessary project(s).

4.2.3. All Contractor employees shall provide identification upon the Departments request.

4.2.4. All persons engaged in the 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.

4.2.5. 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.

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

4.2.7. 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 licensed to operate Contractor’s equipment and are properly trained in their use.

4.2.8. 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 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.

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

4.3. Supervision

4.3.1. The Contractor shall provide the Department with names and telephone numbers of all supervisory personnel who will oversee this contract. The supervisory personnel shall assist the Department in coordinating operational requirements.

4.4. Communication

4.4.1. The Contractor shall possess a means of communicating with the Department and with the

Contractor’s employee(s) in advance of and while performing any work under this contract. The Contractor or Contractor employee(s) on duty shall be equipped with a mobile (cellular) telephone that will allow communications while on the job site to facilitate coordination with the Department.

4.4.2. All costs of communication devices shall be the responsibility of the Contractor.

4.4.3. If the work location is within an area that is known to not receive a cellular signal, communication shall be agreed upon by the Contractor and Department.

5. Department’s Responsibilities

5.1. Acts of Nature

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

5.2. Suspension of Work

5.2.1. The Department may suspend operations at any time, when in their judgement present of impending weather conditions are such that operations cannot be carried out in a safe and effective manner. 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.

5.3. Inspection

5.3.1. The Department shall perform periodic inspections to ascertain the Contractor’s compliance with the contract requirements. The Department reserves the right to inspect equipment at any time and require the replacement of any equipment that does not meet the minimum serviceability and safety standards.

5.4. Work Acceptance

5.4.1. The Department shall decide all questions which may arise as to the quality and acceptability of any work performed under the contract.

5.4.2. The Department shall verify all work is completed in a responsible and professional manner and in accordance with the specifications, schedules, test plans or performance and operating standards, which are incorporated in the work assignment.

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 use of all State of Arizona departments, agencies and boards. In addition, eligible universities, political subdivisions and nonprofit educational or public health institutions may participate at their discretion. In order to participate in any resultant contract, a university, political subdivision or nonprofit educational or public health institution must have entered into a cooperative purchasing agreement with the State Procurement Office as required by A.R.S. §41-2632. This cooperative purchasing agreement must be in effect at the time of order. The Contractor shall verify if an ordering entity is an eligible cooperative purchasing member before selling materials to or providing services for them under the contract. The current list of cooperative purchasing members is available on the State Procurement Office website at https://spo.az.gov/programs/cooperative

Definition of Co-Op Buyer: Co-Op Buyer: A member of the State Purchasing Cooperative that has entered into a “Cooperative Purchasing Agreement” with the Arizona Department of Administration State Procurement Officer under A.R.S. §41-2632. Unless there is an applicable Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co- Op Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing an “eligible procurement unit” under A.A.C. R2-7-101(23).

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non-profit organizations, other state governments, the federal government and tribal nations. For reference, “non-profit organizations” are defined in A.R.S. §41-2631(4) as any nonprofit corporation as designated by the IRS under Section 501 (c) (3) through 501 (c) (6) of the tax code.

4. Mandatory Statewide Contract

The Contract is a mandatory statewide contract (per A.A.C. R2-7-607) for multiple purchases, projects, or assignments, and a cooperative contract (per A.R.S. §41-2632 and A.A.C. R2-7-1002(B)) that can be purchased against by some of all Eligible Agencies and any Co-Op Buyers that elect to participate. Even if only on Eligible Agency needs or elects to purchase against the Contract, it is to be construed as being a cooperative contract hereunder.

https://spo.az.gov/programs/cooperative

Contractor shall see to Co-Op Buyers at the same price and on the same lead times and other terms and conditions under which it sells to Eligible Agencies, with the sole exception of any legitimately additional costs for extraordinary shipping or delivery requirements if the Co-Op Buyer is having Materials delivered or installed or Services performed at locations not contemplated in the contracted pricing (e.g. delivery to a location outside Arizona).

Contractor shall acknowledge each Order form Eligible Agencies within one (1) business day after receipt by either: (a) “approving” the Order electronically in the State’s eProcurement System, which will indicate Contractor’s unqualified acceptance of the Order as-issued; or (b) “rejecting” the Order electronically in the State’s eProcurement System, with a concurrent explanation by email to relevant originator as to the reason for rejecting it. By way of reminder, the only grounds on which the Contractor may reject or refuse an Order are those set out in paragraph 3.11.3. (Orders are Obligatory). Unless and until Contractor has approved the Order in the State’s eProcurement System, it will have no effect under the Contract and will not oblige either State or Contractor. If the relevant Eligible Agency explicitly instructs at the time that a verbal acceptance is sufficient because of urgency or other unusual circumstances and Contractor duly gives its verbal acceptance, then Contractor will be deemed to have accepted the Order immediately upon commencing performance, provided that Contractor must follow-up its verbal acceptance by accepting the Purchase Order electronically in the State’s eProcurement System within three (3) business days. Contractor shall thereafter be barred from subsequently rejecting the Order in the State’s eProcurement System and if it does so the rejection will be void.

Contractor shall acknowledge each Order from Co-Op Buyers in conformance with each Co-Op Buyer’s instructions given at the time of ordering or in any supplemental participating agreement Contractor might have with them. Orders from Co-Op Buyers create no obligation on State’s part, since they are entirely between the Co-Op Buyer and Contractor. That notwithstanding, Contractor’s obligation under the Contract is to service Co-Op Buyers commercially as though they were with an Eligible Agency, and Contractor’s refusal to do so would be a material breach of the Contract.

5. 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.

6. Ordering Process

Eligible Agencies 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 an Eligible Agency 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.

7. 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.

8. Delivery

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

Delivery of the product does not constitute acceptance.

9. Inspection and Acceptance

Each item delivered shall be subject to a complete inspection by the Department with fifteen (15) 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.

10. 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.

11. 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.

12. 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.

13. Price Increase

The Department will review fully documented requested 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.

14. 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

15. 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 of 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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 subcontractor is found to be in possession of weapons.

21. 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.

22. 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.

A. Minimum Scope and Limits of Insurance

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

1. 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.

2. Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or non-owned 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.

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).

B. Additional Insurance Requirements

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

a. 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).

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

C. 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 Arizona Department of Transportation, Procurement Group, 1655 W. Jackson Street, MD100P, Phoenix, Arizona 85007-3276.

D. 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.

E. 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

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.

F. 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.

G. Approval and Modification

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.

H. 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.

23. Administrative Fee

Contractor shall pay State an administrative fee against all Contract sales to Co-Op Buyers, as provided for under A.R.S. §41-2633. The fee rate is one (1%) percent. Failure to remit the administrative fees is a material breach of contract, and will entitle the State to its remedies under Uniform Terms and Conditions Section 8 and its right to terminate for default under Section 9.

Method of calculation, payment procedures, and other details are provided on the State Procurement Office website: https://spo.az.gov/suppliers/usage-reporting

24. Administrative Fee Reporting

Contractor shall submit to State a quarterly usage report documenting all Contract sales to both Eligible Agencies and Co-Op Buyers, itemized separately. Contractor shall further itemize divisions, groups or areas within a given Eligible Agency if they place Orders independently of each other.

Failure to submit the report is a material breach of contract, and will entitle the State to its remedies under Uniform Terms and Conditions Section 8 and its right to terminate for default under Uniform Terms and Conditions Section 9. Contractor shall submit the report using the forms and following the instructions on the State Procurement Office website:

https://spo.az/gov/suppliers/usage-reporting

25. ADOT Usage Report Requirements

The Contractor shall furnish ADOT a quarterly report showing all 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

26. 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.

27. 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.

https://spo.az.gov/suppliers/usage-reporting https://spo.az/gov/suppliers/usage-reporting

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…