CTR058634_Contract_Documents.pdf

0123030

�4!47 !9:;5�!� 4$�

��A��>��<*�& 4�#�� B�� �� &(

5,,����

CB��%��=D

5,,��

E� �

B� =

;�% 4� �� 7���� B��%��= 7���� !<<��&& 8�@ 5,,�� 5,,����

5,,��

F��� ����G

HI

��JKL

4$� B�� ��� �� B�� ���

MMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMMM�����<��*

4$� B�� ��� �� >��A

O� 5,,����

E� �

PP

QRSSTUUTVWX

Y

YZ[\T]

Q]̂_Tà̂[ZbRc de fgfghîjRiaVkjZ[TVl]]mk[RjnoppR]il]]mk[Rj qfgrsthtufvfwx[[RoSi yZSZbT]ẑj yZ[TV v{|{rh

¦§̈©§ª«

Rev. 04/2020

Procurement

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1739 W. Jackson St., Ste. A

Phoenix, AZ 85007

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM003653

DESCRIPTION: Arizona Certificate of Title

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Brett Jones Procurement Officer Phone: 602‐712‐4321 Email: Bjones@azdot.gov

This solicitation is issued in accordance with A.R.S. §41‐2534 and A.A.C. R2‐7‐C301 et seq., Competitive Sealed Proposals.

“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.

TABLE OF CONTENTS

Solicitation No: BPM003653 Available online at https://app.az.gov/

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 9

Uniform Terms and Conditions 21

EXHIBITS

1 ‐ Title VI/Non‐Discrimination Assurances Appendix A 31

2 ‐ Title VI/Non‐Discrimination Assurances Appendix E 32

3 – Quarterly Contract Usage Report 33

SCOPE OF WORK

1. Statement of Need

1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41‐2501 et seq., the State of Arizona Department of Transportation (Department), has a requirement for Arizona Certificate of Titles.

2. Introduction and Background

2.1. The Arizona Department of Transportation / Motor Vehicle Division (ADOT / MVD) is responsible for the distribution of approximately 3,000,000 certificates of title per year. The certificate of title serves as the proof of ownership for all motor vehicles and contains numerous security features that are critical for document security and fraud detection. The selected vendor will work directly with the MVD Distribution Center Manager and the Division Logistic Services Administrator for all inquiries and technical issues related to the printing of the certificate of title.

3. General Requirements

3.1. The Department is seeking a vendor to provide certificate of titles that has a high level of protection that meets or exceeds the American Association of Motor Vehicle Administrators (AAMVA) security standards against counterfeiting, photocopying, and alteration not only of the paper itself, but also for the printing on the face and back.

4. Specific Requirements

4.1. The Contractor shall furnish all necessary labor, tools, equipment, supplies, and materials, necessary to effectively perform the required printing, security, and transportation of Arizona Certificate of Titles. The scope of work shall include all of the following requirements but not limited to:

4.1.1. Paper

4.1.1.1. The paper shall be 24# to 28# paper base, fully sensitive sheet, white security paper; no optical brighteners are permitted. This paper shall be reactive to chemicals comprising of a minimum of five (5) different families of falsifying agents, with the reagents dispersed in the pulp so that a reaction will occur on both sides of the sheet regardless of which side is subject to chemical application. Included within the unprinted security stock shall be the following:

4.1.1.1.1. Watermark: Either a two‐dimensional unique multi‐tonal Fourdinier or a three dimensional cylinder mold watermark shall be used. The current watermark is an eagle right facing the security thread in a continuous pattern. For consistency, it would be preferred for this watermark to be used, however if vendors can supply a comparable watermark that would be considered.

4.1.1.1.2. Security Thread: For consistency, it would be preferred that the document contain a polyester security thread that fluoresces blue/white as an integral part of the paper. Thread shall be continuously micro‐printed with text. If vendors have something comparable or an alternative feature that is an integral part of the paper, that would be considered.

4.1.1.1.3. Chemical Sensitization: Reagents shall be incorporated into the paper that will exhibit marked chemical reaction (as evidenced by various stains) to thwart falsification of the document through the use of chemical eradicators. Protection shall be afforded from those chemicals that are classified according to the following: Polar solvents, a‐polar solvents, acids, oxidizing agents, strong bases and weak bases.

4.1.1.1.4. Security fibers: paper shall contain visible and invisible fluorescent security fibers.

4.1.1.1.5. Non‐optical brightener paper (u‐v dull)

4.1.1.1.6. A toner adhesion coating shall be applied as a treatment to the paper to promote better toner retention after printing.

4.2. Security Printing and Layout Design

4.2.1. The Certificate of Titles shall contain the following security printing measures and layout design:

4.2.1.1. FACE

4.2.1.1.1. Engraved border – a unique copy high resolution lithographic border produced from artwork prepared by banknote engraver. This border and all other text, including a micro‐printed line and a latent “A” and “Z” in the top border, which will reproduce as a solid line, shall be printed in permanent ink.

4.2.1.1.2. Background – a copy “void” repetitiously designed pantograph shall be printed in erasure sensitive, 2‐color iridescent (prismatic) inks. The repetitious design does not appear in the address block. The great seal and outline of the State of Arizona shall be included.

4.2.1.1.3. Numbering – a visible consecutive inventory control number en e13b font shall be printed on the face in fluorescent red 805 day‐glow ink guaranteeing no missing numbers or duplicate numbers.

4.2.1.1.4. Single Sheet – 8.5” x 11” laser cut single sheet

4.2.1.1.5. Thermochromatic ink – shall be used on a printed element that changes color when exposed to heat and cold.

4.2.1.2. BACK

4.2.1.2.1. Text Matter – text and other design elements shall be preprinted in permanent erasure sensitive ink including micro‐printed design in odometer reading boxes to deter alteration of mileage.

4.2.1.2.2. Background – a fine line pattern shall be printed with erasure sensitive ink.

4.2.1.2.3. Back – shall be printed head to head.

4.3. Ink

4.3.1. FACE ‐ brown pms 168. Iridescent panograph consists of ssq green, ssn brown, and ssq green.

4.3.2. BACKER‐ brown pms 497.

4.4. Proofs – Review

4.4.1. The contractor shall supply the agency with proofs for review prior to commencing any print job. The agency shall have three (3) working days in which to review the proofs for errors or omissions without delaying the print job.

4.5. Document Size

4.5.1. Overall document size shall be 8.5” x 11”, laser cut single, 1‐up form printed on both sides.

4.6. Ordering Quantities

4.6.1. The estimated orders are at quantities of three (3) million per year, in boxes of 2,000 laser cut single forms. The ordering cycle is estimated at one (1) million forms, three (3) times a year, to be delivered upon request.

4.7. Custom Security Tape

4.7.1. Outer cartons shall be sealed top and bottom and up to four (4”) inches down the sides, with a tamper evident security tape which utilizes a Tamper Resistant Adhesive Closure that will result in the activation of the “blind” message indicating that an attempt has been made to open the carton. The band shall be printed with a cautionary phase such as “if the Word “OPENED” appears, “Do not accept the parcel”. The activation seal shall reveal the formerly “blind” message in two forms:

1. A permanent, residual message remaining on the carton;

2. The back of the removed or lifted band shall reveal the same message in open face type and solid face type once activation of the closure has occurred. The seals and closure shall not be able to be reassembled to hid intrusion.

The outer band shall be printed with a cautionary phrase, plus an area for date, signature, and sequential document numbers involved. The residual message shall be a notice of intrusion such as, “if seal is broken, tampering may have occurred”.

4.8. Packing

4.8.1. The forms shall be packed, 2000 Laser Cut Singles, per carton/box. The top and bottom fiberboard pads shall be provided for each shipping container. All cartons shall be marked plainly using a label on one end only (do not affix to top, sides, or bottom) to show the following information:

1. Contractor’s name

2. Agency’s name and address

3. Agency’s purchase order number

4. Serial numbers

5. Carton number

6. Quantity

4.8.2. The cartons shall be stacked on pallets in sequence, (low numbers on top, high numbers on bottom).

4.9. Secure Transportation

4.9.1. Transportation of the Certificate of Title material shall be transported exclusively in a sealed and locked truck. No other freight shall be placed on the truck after the truck leaves it location.

4.9.2. Certificate and Security Seal must not be removed and shall only be broken by a MVD Distribution staff

4.9.3. member at the receiving location. Under no circumstances shall the driver remove the seal or alter the certificate without a MVD Distribution staff member present.

4.10. Security

4.10.1. The Contractor shall provide certification adherence to the following security requirements:

Warehouse, Production Plant, perimeter, parking areas, etc. are monitored at all times, 24‐hours a day, 7‐days a week, and 365/6‐days a year;

Security for working and non‐working hours, to monitor arrivals and departures of employees and non‐employees;

Production print area shall be monitored by a guard;

Security is “in‐place” during preparation, printing, warehousing and transporting;

Materials/equipment used in the manufacturing process are secure at all times, (before, during, and after production), these include but are not limited to security paper, photofilm, plates, and digital templates;

Warehouse for paper storage must be conducive to Paper storage;

The Department/MVD reserves the right to enter the secured premises at any time to ensure security requirements are being followed.

Upon completion of the contract, all artwork, negatives, plates and/or digital art work shall become property of the State of Arizona and the contractor shall surrender it to the Department/MVD. By mutual agreement, all of the afore mentioned items shall be held by contractor’s plant supervisor in a secure vault under lock and key, at no additional cost to the State, for a period up to one (1) year after completion of the contract. At any time during the period, the Motor Vehicle Division (MVD) may request destruction of negatives, plates and/or digital files, art work, and if requested, destruction shall be done in the presence of a representative from the Department/MVD.

4.11. Secure Location Deliveries

4.11.1. The Contractor shall be responsible for contacting the secure delivery location, Arizona Department of Transportation – MVD, for security clearance, hours of operation, dress code, and other related rule(s) when scheduling a delivery or service call. Lack of familiarity with the location(s) or policy(ies) shall not relieve a contractor of their responsibilities in fulfillment of the delivery, and contract requirements.

4.12. Personal Security

4.12.1. Contractor’s current and subsequent personnel, as well as those of their duly recognized subcontractors, shall comply with all applicable statutes, administrative regulation, policies, practices and procedures while providing supplies and/or services under the contract. Notwithstanding, any additional security requirements in the Scope of Work, as deemed necessary by the State, certain personnel with access to sensitive information and/or infrastructure of the State or an Eligible Agency, shall be subject to background checks.

4.13. Security Markings

4.13.1. Security marking must be by mutual agreement. Confidential security marking shall be installed on the plates or embedded in digital file prior to printing, by personnel of the Department/MVD. When contractor is ready for security markings to be installed, contact an authorized representative at the Arizona Motor Vehicle Division, 1309 N. 21st Ave, (602) 712‐7309.

4.14. Storage and Distribution

4.14.1. Contractor shall be required to store entire product order in a secure location, and shall be able to securely deliver the product to MVD vaults located at 1309 N. 21st Ave, Phoenix, AZ 85009. Product shall be stored in a climate controlled area, within a locked cage with security cameras. Bulk of the product shall be stored for approximately 12 months, by the Contractor after a production run.

4.15. Security While in Storage

4.15.1. The contractor shall establish and maintain procedures and controls that are acceptable to the State for the purpose of preventing loss, damage, pilferage or unauthorized access of the raw security paper or completed print of Certificate of Titles while in storage.

5. Contractor’s Responsibilities

5.1. In the event the work performance of the Contractor is not satisfactory, the Contractor will be notified to correct the work. Labor for all rework will be at no cost to the Department.

5.2. The Contractor shall not provide any services before a purchase order is provided.

6. Department’s Responsibilities

6.1. The Department shall review the quality and acceptability of any work performed under the contract.

6.2. The Department shall inform the contractor of any changes or updates to forms or printed documents.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

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

4. NON‐EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

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

Any attempts to represent any material and/or service not specifically awarded as being under contract is a breach of the contract and a violation of the Arizona Procurement Code.

Any such action is subject to the legal and contractual remedies available to the State inclusive of but not limited to contract cancellation, suspension and/or debarment of the Contractor.

6. INVOICING REQUIREMENTS

Separate invoices are required for each 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 within thirty (30) calendar days after acceptance of services. Delivery of the service to the Department does not constitute acceptance.

The date the Department accepts delivery of services shall 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.

7. 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.

8. PRICE REDUCTION

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

9. 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.

10. CONTRACT ADMINISTRATION

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

11. 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.

12. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

This Contract may be cancelled if the 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 devices, knives or blades of more than three (3) 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 of 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.”

13. REVIEW OF CONTRACTOR’S WORK

Work performed by the Contractor shall be subject to periodic reviews and partial acceptance at various stages. The Department reserves the right to make such reviews and pass upon the acceptability of the Contractor’s work. Partial acceptance shall not relieve the Contractor’s obligation to correct, without charge, any errors in the work performed under this contract.

14. ACCURACY OF WORK

The Contractor shall be responsible for the accuracy of the work and shall promptly make all the necessary revisions or corrections resulting from errors and omissions on the part of the Contractor without additional compensation. Acceptance of the work by the Department shall not relieve the Contractor of the responsibility for subsequent correction of any such errors and clarification of ambiguities.

15. INDEMNIFICATION

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.

16. INSURANCE

The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to the Department. Certificate(s) shall be received within Four (4) 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 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.

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).

B. ADDITIONAL INSURANCE REQUIREMENTS

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

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

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

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 (State Representative’s Name, Address & Fax Number).

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 contract.

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

G. APPROVAL AND MODIFICATIONS

The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverage’s, 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.

17. 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

18. SHIPPING TERMS

Prices shall be F.O.B. Destination to the delivery location designated herein, inclusive of the unit cost, and the risk of loss is borne by the contractor. Contractor shall retain title and control of all goods until they are delivered and the contract of coverage/acceptance has been completed.

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.

Prices shall be F.O.B. Destination:

Arizona Department of Transportation

Motor Vehicle Division 1309 North 21st Avenue, Phoenix, AZ 85009

19. DELIVERY

Deliveries shall be completed as soon as possible, but no later than 90 days after receipt of purchase order (ARO). The successful offeror shall contact an authorized representative at the Arizona Motor Vehicle Division, 1309 N. 21st Ave, (602) 712‐7309, 48 hours prior to delivery.

The contractor shall be responsible for delivery of all Arizona Vehicle Certificate of Title in a complete, identical and ready‐for‐use condition. No other product shall be on the truck/trailer at time of delivery. There shall be no offloading while in transit. The contractor shall be responsible for ensuring the delivery performance of subcontractors.

Only authorized personal of the Arizona Department of Motor Vehicles shall remove security seal on trailer at time of delivery. Product shall be delivered to:

Arizona Department of Transportation Motor Vehicle Division

1309 North 21st Avenue, Phoenix, AZ 85009

20. ACCEPTANCE

Each item delivered shall be subject to a complete inspection by the Department/MVD. Inspection criteria shall include, but not limited to, conformity to the specifications, workmanship, quality and materials.

If the delivered product is returned to the Contractor for corrective action prior to acceptance for any reason, an additional period of 15 calendar days shall be allowed for inspection when subsequent deliveries occur.

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

Product returned to the Contractor for corrective action may delay payment. Invoices will be processed for payment only after the product is accepted by the Department/MVD.

21. WARRANTY

The offeror 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.

3. The warranty period on workmanship and materials shall be based on a minimum of

24‐months from the time of delivery.

All offerors shall indicate on a separate written sheet that is submitted with their bid the exact conditions, limitations, and duration of their warranty. As a minimum the warranty provided shall conform to the requirements stated herein.

22. KEY PERSONNEL

It is essential that the Contractor provides adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this contract. The Contractor must agree to assign specific individuals to the key positions.

The Contractor agrees that, once assigned to work under this contract, key personnel shall not be removed or replaced without written notice to the Procurement Officer. The Contractor shall immediately notify the Procurement Officer of key personnel changes. Replacement personnel shall be of substantially equal ability and qualifications. All key personnel changes are subject to the written concurrence of the Procurement Officer prior to any billable work being performed.

23. SUBCONTRACTORS

It is essential that the Contractor provides adequate experienced subcontractors, capable of and devoted to the successful accomplishment of work to be performed under this contract.

The Contractor agrees that, once assigned to work under this contract, subcontractors shall not be removed or replaced without written notice to the Procurement Officer. The Contractor shall immediately notify the Procurement Officer of subcontractor changes. Replacement subcontractors shall have substantially similar qualifications and experience. All subcontractor changes are subject to the written concurrence of the Procurement Officer prior to any billable work being performed.

24. REMOVAL OF CONTRACTOR’S EMPLOYEES

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

25. PROJECT ADMINISTRATION

The Project Manager shall be designated at the time of project assignment. The Project Manager will provide general direction as necessary and be responsible for decisions pertaining to work under this Contract.

26. TRAVEL

Travel expenses authorized in advance and incurred at off‐site assignments will be reimbursed at cost, in accordance with the State of Arizona Travel Policy and the ADOT Travel Authorization Policy and Procedure hereby incorporated herein. State travel policy includes the travel reimbursement schedules. Actual receipt for travel must be submitted for reimbursement of allowable direct costs (lodging, automobile, meals, etc.). The travel policies may be accessed via the internet at the State of Arizona, General Accounting Office's website (http://www.gao.az.gov/travel/) and State of Arizona, Department of Transportation’s website (http://www.azdot.gov/business/Procurement).

27. CONTRACTOR SELECTION FROM MULTIPLE CONTRACTS

The Department makes no guarantee as to the amount of work to be assigned to any Contractor and may exercise its option not to utilize the services requested herein. Selection will be at the sole discretion of the Department. The Department is under no financial obligation to any selected Contractor unless the Department issues a Purchase Order for a specific requirement.

28. 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.

29. CONTRACT ORDER OF PRECEDENCE

In the event of a conflict in the provisions of the Contract, as accepted by the Department and as they may be amended, the following shall prevail in the order set forth below:

Special Terms and Conditions;

Uniform Terms and Conditions;

Statement or Scope of Work;

Specifications;

Attachments;

Exhibits

30. 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…