CTR057691_Contract_Documents.pdf

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CTR057691

10/19/2021

19t h

October

Rev. 04/2020

Procurement

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1739 W. Jackson St., Ste. A Phoenix, AZ 85007

INVITATION FOR BID

SOLICITATION NUMBER: BPM003897

DESCRIPTION: Asphalt Equipment Rental

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.

Kelly Greene Procurement Officer Phone: 602-712-4879 Email: kgreene@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) 712-2089. 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) 712-2089.

https://app.az.gov/

TABLE OF CONTENTS

Solicitation No: BPM003897 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Specifications 3

Special Terms and Conditions 9

Uniform Terms and Conditions 19

EXHIBITS

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

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

3- Usage Report 31

4- ADOT Engineering and Maintenance Districts Map 32

5- District Highway Unit Locations 33

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 need for the rental of various types of asphalt equipment, on an as‐needed basis, in accordance with the requirements herein. The Department requires the Contractor to provide a diverse and extensive supply of asphalt equipment for rent in various statewide ADOT District Highway Operations Locations, Exhibit 5. The Department reserves the right to make changes to these locations.

2. Introduction and Background

2.1. The Arizona Department of Transportation herein referred to as the Department has approximately fifty-four (54) District Highway Operations (DHO) locations throughout the state of Arizona. In order to best serve the needs of the District Highway Operations locations, the Department has a requirement to establish a term contract for the procurement of asphalt rental equipment from an established retailer herein referred to as the Contractor. See Exhibit 4 and 5 for a map and list of locations.

3. General Requirements

3.1. The Contractor shall provide various types of asphalt equipment for rent on an as‐needed basis, to be available to the Department on a local, regional, and statewide basis, as required. The Contractor shall provide rental equipment available for Daily, Weekly and Monthly terms without a minimum or maximum term.

3.2. Equipment requirement shall include various makes, models and sizes of all asphalt equipment that may be used in the maintenance of right of ways and /or related facilities. Excluding any asphalt equipment already under contract on the State Procurement Office (SPO) Contracts ADSPO19- 213369, ADSPO19-213364, and ADSPO18-213316 though ADSPO18-213318.

3.3. The Contractor shall submit an equipment price list of the full line of asphalt equipment available for rent, excluding any equipment already under the State Procurement Office (SPO) contracts, ADSPO19-213369, ADSPO19-213364, and ADSPO18-213316 though ADSPO18-213318.

3.4. The Department’s expectation is that the pricing shall include all costs for labor, equipment, materials, manuals, schematics, training, and incidentals necessary for equipment to work in accordance with the requirements of the contract.

3.5. The term "heavy duty" as used in these specifications shall mean that the item to which the term is applied shall exceed the usual quantity, quality or capacity supplied with standard production item(s) and it shall be able to withstand unusual straining, exposure, temperature, wear and use.

3.6. Equipment shall be complete with all parts and accessories necessary for safe and efficient operations; including all specified accessories, parts, equipment and options that are listed in the manufacturer’s specifications as standard equipment for the specific model, unless otherwise required by the specification.

3.7. All parts, equipment and accessories shall conform in strength, quality of material, design and workmanship to recognized industry standards. Equipment shall be delivered as a complete unit, certified and ready for immediate job site operation within the State of Arizona.

3.8. This equipment may be used statewide at elevations from near sea level to 10,000 feet and in varying ambient temperatures ranges from -30 to 120+ degrees Fahrenheit. The equipment shall remain operational under these conditions as required.

3.9. No equipment provided under this contract shall include a major component that is of a prototype nature or has not been in production for a sufficient length of time to demonstrate reliability.

3.10. All equipment shall conform to all applicable OSHA, MSHA, and EPA regulations and to all industry standards in effect at the time of delivery.

3.11. The Contractor has five (5) calendar days to respond and provide the Department confirmation and an agreed to equipment delivery date.

3.12. Any equipment delivered without proper authorization shall not be eligible for payment. Proper authorization shall be in the form of a purchase order issued through Arizona Procurement Portal, for the equipment rental. Verbal authorization shall not be considered proper authorization.

3.13. The Department reserves the right to issue a change order to an existing purchase order to extend the rental timeframe, at its discretion, for any rented equipment.

3.14. The total number of units rented over the life of the contract is dependent upon budget resources for each fiscal year, available funds and unforeseen changes within the Department.

4. Specific Requirements

4.1. The following equipment list does not reflect the complete line of Asphalt Equipment and the intent is not to limit rental of Asphalt Equipment to only the types listed, but identify equipment that may be commonly requested or rented under this contract.

Crack Sealing Equipment Mastic Applicators Crack Router Rubber Heating Pots – all sizes Miscellaneous Attachments

4.2. Operator Training

The Contractor shall provide training, as needed on the rental equipment. Only qualified, trained personnel shall conduct equipment operator training.

4.2.1. Qualified means that the trainer has a high level of knowledge and experience relating to the type and model of equipment rented.

4.2.2. The trainer must have at least one (1) year of hands on experience of actually operating the equipment.

4.2.3. Training cost shall be included in the equipment unit price.

4.2.4. All scheduled operator training shall be arranged and coordinated through the Department’s delivery location Highway Operations Supervisor. No other Department organization shall be contacted to schedule training.

4.2.5. Operator training shall be completed at time of delivery or at the Department’s discretion at the Department’s Highway Operations location. Operator training will coincide with each operator site’s location work hours.

4.2.6. Operator training shall be scheduled at the time the rental delivery date is confirmed by the contractor and agreed to by the Department.

4.2.7. The equipment operator training shall include the following learning objectives:

4.2.7.1. Vehicle Familiarization: including a description of the system and components, daily maintenance service and lubrication, equipment safety features, and equipment operation.

4.2.7.2. Engine: operation, engine controls manual / electronic and shut down.

4.2.7.3. Transmission: description of systems and components, operation, daily maintenance services and lubrication, service requirements (proper methods and intervals), controls (manual / electronic if equipped), integrated emergency warning system, PTO (operations, maintenance service, inspections, and lubrication), split shaft PTO operation, if equipped.

4.2.7.4. Brakes and air supply system: description of systems and components, operation, daily maintenance services, inspection and lubrication components, warning devices and troubleshooting, anti‐lock system if equipped.

4.2.7.5. Body and components: lubrication and operator adjustments (if applicable).

4.2.7.6. Hydraulic systems: description of systems and components, operational controls

(manual / electronic and automatic sequencing), maintenance services.

4.2.7.7. Safety device: requirements for equipment operation and operator safety.

4.2.8. Upon completion of each training session, the Department’s employee/operators will be able to:

4.2.8.1. Describe the operating capabilities and any special or “new” features present on the rented equipment.

4.2.8.2. Identify all control devices and in particular those which are new or unique to this rental model.

4.2.8.3. Describe the proper techniques to use to transport the equipment, including loading and tie‐ down.

4.2.8.4. Use the Operator’s Manual to identify: special safety considerations including

Cautions and Warnings applicable to the operation to the rented equipment.

Manufacturer’s recommendation for preventive maintenance service intervals and procedures including pre‐ and post‐operational inspections and service requirements.

4.2.8.5. Demonstrate on the equipment: the ability to identify inspection and service points; and proper start‐up and shutdown procedures. Proper use of controls, in particular those that are new or unique to the equipment model and the use of proper safety equipment and features of the equipment.

4.2.9. Upon completion of the contractor provided training, the Department equipment operators, and/or the delivery location’s Highway Operations Supervisor shall evaluate the training to determine if it was adequate. The Department reserves the right to determine whether the contractor provided training was acceptable and complete. If training is deemed inadequate the contractor shall be required to conduct additional training at no cost to the Department, in order to satisfy the operational training of this contract.

4.2.10. After initial operator training has been completed the contractor may be asked to return at any time during the equipment rental period to provide additional training at no cost to the Department. All training shall be conducted at the Department’s Highway Operations rental equipment’s site location.

4.2.11. The contractor shall be required to maintain and submit upon request, the names, addresses, contact numbers, and certifications, if applicable, of the individuals, who shall be providing the equipment operator training.

5. Contractor’s Responsibilities

5.1. All equipment shall be well maintained and fully operational when received by the Department.

Should any piece of equipment fail/breakdown, during the Contractor’s normal business hours, the Department expects the Contractor to acknowledge Department’s equipment failure notification within 60‐minutes.

5.1.1. The Contractor shall initialize the repair within 12‐hours and complete it within 24‐hours, provide status updates, upon request or

5.1.2. Retrieve the disabled equipment and replace it with functional equipment within 12‐hours of notice.

5.2. The delivery of the equipment shall not be delayed more than 12‐hours from the date and time of notification.

5.3. The Contractor shall provide regularly scheduled preventive maintenance and routine servicing of rental equipment, as needed, when equipment is rented for extended periods of time.

Maintenance shall be performed at the designated ADOT Highway Operations location.

5.4. The Contractor shall provide and maintain during the term of this contract, equipment sufficient in numbers, operational condition and capacity to efficiently meet the requirements of this contract.

Contractor shall specify lead times for each item.

5.5. The Contractor’s equipment shall comply with all applicable federal, state, and local laws, statues, ordinances, rules and regulations, and the acts, codes, orders, and decrees of any administrative bodies, councils, or tribunals.

5.6. The Contractor shall be fully responsible for the transport of equipment to and from the requesting District location for replacement/installation and for correction of items of workmanship not in compliance with the specifications.

5.7. The Contractor shall ensure that the delivery personnel have the appropriate licenses and permits required, such as CDL, and that they are valid and in good standing.

5.8. All employees of the Contractor employed in the performance of work under this contract shall be considered employees of the Contractor at all times, and not employees of the State. The Contractor shall comply with the Social Security Act, Workman’s Compensation laws and Unemployment laws of the State of Arizona and all State, local and Federal legislation relevant to the Contractor’s business.

6. Department’s Responsibilities

6.1. The Department will notify the Contractor immediately of any equipment failure and request remedies. The Department will work with the Contractor to determine appropriate remedy.

6.2. The Department may request an extension to the agreed upon rental period when a need is determined.

6.3. The Department will notify the Contractor if equipment is relocated during the rental period.

6.4. The Department will clean out asphalt equipment tanks prior to the returning equipment to the

Contractor.

6.5. The Department will return rental equipment to the contractor with the same amount of fuel as when it was received.

6.6. Department shall return equipment without damage and in same condition upon being received.

Any damage done to equipment, or any of its components, will be noted and billed to Department for replacement and repair, accordingly.

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 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

N/A

7. DELIVERY

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

Delivery of the product does not constitute acceptance.

8. INSPECTION AND ACCEPTANCE

Each item delivered shall be subject to a complete inspection by the Department within five (5) days after delivery. Inspection criteria shall include, but not be limited to, conformity to the specifications, workmanship, quality and materials.

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

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

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

9. INVOICING and PAYMENT

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

• Department Location’s Name and Address

• Vendor Name, Remit to Address and Contact Information

• Contract Number

• Purchase Order Number

• Invoice Number and Date

• Date the items were shipped to the Department

• Contract Line Item Number

• Line Item Description or Item or Service

• Quantity Purchased

• Line Item Unit of Measure

• Price per Unit and Total per Unit

• Catalog or Other Discount (if applicable)

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

• Applicable taxes

• Applicable Shipping/Freight Charges

• Total Invoice Amount Due

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

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

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

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

10. ESTIMATED USAGE

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

11. PRICE REDUCTION

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

12. PRICE INCREASE

The Department will review fully documented requests for price increases for any contract which will or has been in effect for twelve (12) months. The request shall be submitted no less than 60 days prior to the contract renewal date. The Contractor shall provide fully documented information which supports the price increase request. Fully documented means that the request shall present detailed information and calculations that make it clear how the claimed increase has an impact on the contract unit prices.

All assumptions regarding cost factors that have an impact on the requested increase shall also be clearly identified and justified. The requested price increase must be based upon a cost increase that was clearly unpredictable at the time of the offer and can be shown to directly affect the price of the item concerned. Any price increase adjustment request prior to the time of contract extension will be a factor in the extension review process. The Department will determine whether the requested price increase or an alternate option, is in the best interest of the State.

13. SAFETY STANDARDS

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

14. WARRANTY

The Contractor warrants:

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

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

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

15. CURRENT PRODUCTS

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

16. PRODUCT DISCONTINUANCE

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

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

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

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

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

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

17. CONTRACT ADMINISTRATION

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

18. NOTICES

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

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group 1739 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 aw, 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 Ten (10) calendar days of notification of contract award by the Procurement Officer.

21.1 Insurance Requirements

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

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

21.2 Minimum Scope and Limits of Insurance

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

21.2.1 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.

21.2.2 Business Automobile Liability

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

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

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

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

21.2.3 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).

21.3 Additional Insurance Requirements

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

21.3.1 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). 5.4.2 Insurance provided by the Contractor shall not limit the Contractor’s liability assumed under the indemnification provisions of this Contract.

21.4 Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number).

21.5 Acceptability of Insurers

Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

21.6 Verification of Coverage

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

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

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

21.6.3 All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time. The certificate shall state that the insurance applies to any and all work performed for or on the behalf of the State of Arizona/ADOT.

21.7 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.

21.8 Approval and Modifications

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

21.9 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

23. LICENSES, PERMITS, CERTIFICATIONS

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

24. EQUIPMENT FAILURE

24.1 The Department shall not be responsible for equipment failure caused by normal wear. Downtime of equipment caused by normal operating wear shall be deducted from payment. The Department shall be responsible for equipment failure resulting in misuse by ADOT employees.

24.2 Estimate of claim for damage caused by misuse shall be submitted to both the Procurement Officer and the responsible employee noted on the purchase order renting the equipment. Contractor’s estimate form shall be processed within 48 hours after return of the equipment. Estimate shall contain detailed information relating to parts and labor associated with the repairs. Any estimates for repair shall be supported by a memo containing sufficient information to prove the Department’s responsibility for repairs. Repairs started prior to approval from the Department will not be honored.

25. REMOVAL OF EQUIPMENT

Should the State terminate the requirements of the contract in accordance with terms and conditions, the Contractor shall retain all rights to rental equipment provided and shall remove such equipment within five (5) days of notice of termination. If the Contractor fails to remove the rental equipment in a timely manner, the State shall dispose of the equipment in accordance with established Surplus Procedures.

26. FUEL SURCHARGES

Due to the unpredictability of the fuel market, under no circumstances will the State accept any surcharges on the invoice for fuel.

27. RENTAL AGREEMENTS

Any and all agreements entered into between the awardees and the Department before or after award of the contract shall herewith be null and void.

The Terms and Conditions of this contract shall take the place of any implied, printed or otherwise imposed covenants of the Offeror’s Standard Rental Agreement forms used in the normal course of business or any other agreements between the contractor and the Department. A receipt of pick‐up with no terms and conditions can be signed upon receipt of equipment. NO RENTAL AGREEMENT SHALL BE SIGNED, this contract shall constitute the entire rental agreement.

28. POST AWARD MEETING

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

UNIFORM TERMS AND CONDITIONS

1. Definition of Terms

As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows:

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

1.2. “Contract” means the combination of the Solicitation, including the Uniform and Special 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. “Days” means calendar days unless otherwise specified.

1.6. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation.

1.7. “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.

1.8. “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.

1.9. “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.

1.10. “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.

1.11. “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 material or any service required for the performance of the Contract.

1.12. “State” means the State of Arizona and Department or Agency of the State that executes the Contract.

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

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;

2.3.7. Documents referenced or included in the Solicitation.

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 all data and other “records” relating to the acquisition and performance of the Contract for a period of five 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 Order No. 2009- 09 and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act.

3.3. Audit. Pursuant to ARS § 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.

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 cover sheet, unless otherwise stated in the Contract. 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. Property of the State. Any materials, including reports, computer programs and other deliverables, created under this Contract are the sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State.

3.8. Ownership of Intellectual Property. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of this contract and any related subcontract (“Intellectual Property”), shall be work made for hire and the State shall be considered the creator of such Intellectual Property. The agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract shall own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property throughout the world. Contractor shall notify the State, within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s).

Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the State and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the State. The Intellectual Property shall not be disclosed by contractor or its subcontractor(s) to any entity not the State without the express written authorization of the agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract.

3.9. Federal Immigration and Nationality Act. The contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract. Further, the contractor shall flow down this requirement to all subcontractors utilized during the term of the contract. The State shall retain the right to perform random audits of contractor and subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that the contractor and/or any subcontractors be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to; suspension of work, termination of the contract for default and suspension and/or debarment of the contractor.

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

3.11 Offshore Performance of Work Prohibited.

Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and involve access to secure or sensitive data or personal client data shall be performed within the defined territories of the United States. Unless specifically stated otherwise in the specifications, this paragraph does not apply to indirect or 'overhead' services, redundant back-up services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers.

4. Costs and Payments

4.1. Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate invoice for payment from the State within thirty (30) days.

4.2. Delivery. Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination and shall include all freight delivery and unloading at the destination.

4.3. Applicable Taxes.

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

4.3.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit.