CTR059003_Contract_Documents.pdf

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: BPM004089

DESCRIPTION: Northern Region Landscaping

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.

Aimee L Fields Procurement Officer Phone: 602-712-8545 Email: afields@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: BPM004089 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 11

Uniform Terms and Conditions 20

EXHIBITS

1 - Exhibit 1 -Title VI/Non-Discrimination Assurances Appendix A 30

2 - Exhibit 2 - Title VI/Non-Discrimination Assurances Appendix E 31

3 - Exhibit 3 -Department Locations 32

4 - Exhibit 4 – ADOT Maintenance District Map 33

5 - Exhibit 5 – Vendor Performance Report 34

6 - Exhibit 6 - Quarterly Usage Report 35

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 Northern Region Landscaping.

2. Introduction and Background

2.1. The Arizona Department of Transportation hereinafter referred to as the Department intends to establish a term contract for General Landscaping for specific Department facilities in the Northern Region. The Northern Region consists of the following ADOT Districts: Northcentral, Northeast, Northwest, per Exhibit 4, ADOT Maintenance District Map.

3. General Requirements

3.1. The Contractor shall

3.1.1. Provide its own employees, equipment, and supplies necessary to complete the services described hereunder which include general landscaping maintenance.

3.1.2. Provide the adequate number of personnel or subcontractors necessary to complete the services as defined in the scope of work.

3.1.3. Replace within 14 days, at no additional cost to the Department, any tree, shrub, hedge, plant, flower, etc., that died and required removal as a result of negligent or improper care, with the same or a prior-approved replacement as approved by the Department.

3.1.4. The Contractor shall notify the Department’s Facilities Management & Support Group of any damage to the property caused by the Contractor or its employees including, but not limited to, buildings, curbs, parking blocks, islands, sidewalks, light poles, signs, landscaping, irrigation, or paving. Contractor shall be responsible to repair or replace any damage at no cost to the Department. Contractor shall coordinate any repair or replacement with the Department within two (2) business days of reported damage.

3.1.5. Respond to emergency calls within three (3) hours of request unless agreed upon by the

Department.

4. Specific Requirements

4.1. Landscaping Grounds / Lawn / Parking Lot

4.1.1. All trash, litter/debris which includes but is not limited to: paper, stones, bricks, blocks, boards, sticks, brush, cans, rubber, metal, fruit, dead animals, etc., pet waste, leaf buildup, pine needles, and landscape debris, including fallen tree limbs/branches, shall be removed from the property. This requirement includes but not limited to the entire property grounds, parking lots/garages, driveways, planters, walkways, etc. Particular attention should be given to prevent accumulation of cigarette butts. Do not dispose of refuse in any container located on the Department’s property. Disposal shall be at a legal sanitary landfill, and all fees associated with any state, county, city or local landfill and transfer station shall be at Contractors cost.

4.1.2. Blowing or raking of leaves, clippings, litter or debris onto the pavement shall not be permitted.

4.1.3. Sidewalks shall be maintained free of dirt, sand, gravel, leaves, pine needles, rocks, gum, food, drink stains, etc.

4.1.4. Maintain soil and decorative rock along walkways within one-half inch (1/2”) of the sidewalk level so that drop-offs do not occur.

4.1.5. Landscaped areas shall be hand raked at each service visit, to maintain a neat, manicured look. River rock shall be maintained to provide proper water channels. Care shall be taken to ensure drip controls are not damaged while raking. If a drip system end is caught and removed by raking, the Contractor shall immediately replace such drip system end to prevent water leakage.

4.1.6. Trim, cut, rake, monitor water irrigation spray and flow, etc., to maintain clear access to doorways, walkways, sidewalks, parking areas, etc.

4.1.7. Edge all areas to maintain a defined border between grass, paths, walkways and sidewalks.

4.1.8. Aerate as necessary for optimal health and appearance. Contractor shall identify to the

Department when de-thatching and over-seeding is needed.

4.1.9. Prevent or correct any tree, plant, or lawn nutrition deficiency, insect infestation and/or disease according to species, seasonal requirements and local conditions.

4.1.10. Trees and plants shall be fertilized according to species, seasonal requirements and local conditions. Contractor shall provide a quarterly written schedule to the Department indicating the date(s) fertilizers will be applied and the type of fertilizer to be utilized.

4.1.11. Mulch and/or decorative rock shall be uniform in color and appearance, and free of leaves, sticks, or trash.

4.1.12. Excess accumulation of sand, dirt and soil shall be removed from all planters, plant beds, sidewalks and parking lot curbs (vehicle or driveway).

4.2. Trees

4.2.1. Provide trimming, pruning and tree work in an acceptable manner with regard to the natural shape of the tree, growth stimulations and space limitations.

4.2.2. Maintain all tree canopies appropriate height to avoid hazards to people, property and the tree itself.

4.2.3. Staking, guying or other supports for trees and shrubs shall be supplied, installed and maintained by the Contractor as needed or as required by the Department.

4.2.4. Prevent or correct any tree or plant nutrition deficiency, insect infestation and/or disease according to species, seasonal requirements and local conditions.

4.3. Bushes/Shrubs/Cacti

4.3.1. Provide trimming and pruning work be done in an acceptable manner with regard to the natural shape of the plant, growth stimulations and space limitations.

4.3.2. Maintain all bushes, shrubs, cacti and ground cover to an appropriate height to avoid hazards to people, property and visibility obstructions to vehicular traffic.

4.3.3. Remove and dispose of dead, dying, diseased and broken portions of plants.

4.4. Irrigation and Sprinkler System

4.4.1. At the discretion of the Department; inspect, monitor and maintain all irrigation equipment to ensure all component features are operating as designed at each scheduled visit.

4.4.2. Keep emitters properly positioned for even water distribution.

4.4.3. Respond to repair calls within one (1) business day of receiving a request for service from the Department or agreed upon by both parties in writing.

4.4.4. Repair equipment within two (2) business days unless otherwise directed by the Department and agreed upon by both parties in writing.

4.4.5. Should any irrigation system be subject to water freezing due to climate conditions, the

Contractor must first coordinate with the designated agencies authorized personnel and develop a plan which may include but not limited to; draining all irrigation lines and turning off any automatic irrigation clock and battery-operated irrigation timer. Any irrigation repair necessitated by the negligence of the Contractor to drain an irrigation system shall be repaired at no additional cost to the Department.

4.5. Cultivation

4.5.1. Cultivate planter beds and tree wells and maintain loose and healthy soil.

4.5.2. Groundcover plants shall be trimmed to promote full growth, contained within planter boundaries and be free of all undesirable plant growth and debris.

4.5.3. Flowers shall be pinched back and dead blossoms removed, as needed, to maintain healthy growth of the plant.

4.6. Weed Control

4.6.1. Implement a weed control program to eliminate all weeds and undesirable growth in all areas within the property boundaries and right of way access at the approval of the Department.

4.6.2. Manually remove weeds that develop beyond three (3) inches in height

4.6.3. Non-Rock Areas: Maintain free of weeds and grass the total area from fencing, edge of granite areas, or curbing, etc., and extending to limits of service requirements of this contract. A three (3)-foot radius shall be maintained free of weeds and grass around the base of signs, delineators, utility poles, fence lines and other fixtures.

4.6.4. All perennial/noxious weeds within non-granite areas will be treated with an approved systemic herbicide before reaching three (3) inches in height. All weeds and grasses in expansion joints of paved slopes and sidewalks shall also be treated with an approved herbicide before reaching three (3) inches in height.

4.6.5. Should weeds develop beyond three (3) inches in height prior to or after treatment, the Contractor shall be responsible for applying an appropriate herbicide approved by the Department. Dead weeds and grasses shall be manually removed and restoration of the disturbed area shall be returned to its original condition. Residue shall be collected and removed from the job site by the end of each work shift.

4.6.6. Rock Areas: The total area shall be pre-emerged annually, once during the winter rainy season. Applications shall be watered into the soil with a minimum of one-half (1/2) inch of water, by natural or Department-approved mechanical means, within 21 days of application.

4.6.7. All disturbed granite and earth shall be restored to original condition when manual weeding is completed and, if necessary at the direction of the Department, an additional pre-emerge application will be required at no cost.

4.6.8. All pre-emergent and post-emergent herbicides shall have a tracer dye added in order to clearly indicate which areas have been treated.

4.7. Work Schedule

4.7.1. Work schedule to be determined in advance and mutually agreed upon by the Contractor and the Department representative for each location serviced under this contract. The Department reserves the right to adjust the work schedule based on the Department’s needs. All schedule changes must be communicated in advance and mutually agreed upon by the Contractor and the Department representative.

4.8. Emergency Requests

4.8.1. In the event emergency work will need to be performed, the Department will notify the contractor verbally when and where the service is required. The contractor will have three

(3) hours after notification to respond to the site to complete the required service as specified by the Department.

4.9. Work Locations

4.9.1. The areas of service for this contract are located in the northwest, northeast, and northcentral maintenance districts; refer to the Maintenance District map, exhibit 4.

4.9.2. The specific service locations (refer to exhibit 3) are as follows:

4.9.2.1. Cottonwood MVD- 525 S. 12th St. Site - 411

4.9.2.2. ADOT Construction - Camp Verde - 1073 W. Finnie Flat Rd. Site – 403

4.9.2.3. Chinle MVD - Hwy 191/ MP 446.8 Apache County Complex Site – 406

4.9.2.4. Window Rock MVD - HWY 264/ MP 476 Site – 467

4.9.2.5. Teec Nos Pos POE - US 160/ MP 466 Site – 471

4.9.2.6. Havasu MVD - 2081 Spawr Circle Site – 430

4.9.2.7. Bullhead City MVD - 1325 Alonas Way Site – 402

4.9.2.8. Topock POE - 6500 E I-40 Site – 461

4.9.2.9. Kingman POE - US 93/ MP 67 Site – 429

4.9.2.10. Kingman MVD - 3670 E Andy Devine Ave Site - 428

4.9.2.11. Tuba City MVD - 25 ECT Edgewater Dr Site – 483

4.9.2.12. Fredonia POE - 699 N. 89A Site – 420

4.9.2.13. Page MVD -HWY 89/ MP 551.2 Site – 440

4.9.2.14. Littlefield MVD - 700 N HWY 91 Site – 432

4.9.2.15. Prescott – 1109, 1103, 1105 & 1109 Commerce Drive Site – 444

4.9.2.16. Flagstaff MVD/District - 1959 S. Woodlands Village Blvd Site – 485

4.9.2.17. Kingman Construction/District – 3664 & 3660 E Andy Devine - Site - 428

4.9.2.18. Prescott Valley - 6989 E Second St. & 2650 N. Glassford Hill Drive Site - 445

4.9.2.19. Cordes Junction Maintenance and Lab - I-17 @ SR69 Site -410

4.10. Safety

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

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

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

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

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

4.10.6. All work shall be completed in a workmanlike manner consistent with customary industry practices.

4.11. Suspension of Work

4.11.1. The Contractor shall suspend operations if weather conditions are such that work operations cannot be carried out in a safe and effective manner, or will pose an environmental hazard. If such suspension occurs, the Contractor shall immediately notify the Contract Administrator or their designated representative.

4.11.2. The Contract Administrator or their representative may suspend work operations at any time, when in their judgment, present or impending weather conditions are such that work operations cannot be carried out in a safe, effective manner.

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

5. Contractor’s Responsibilities

5.1. Contractors Employees

5.1.1. The Contractor shall comply with the Social Security Act, Workers’ Compensation Laws, and

Unemployment laws of the State of Arizona as well as all State, Local, and Federal legislation rules and regulations associated with maintenance and construction relevant to the Contractor’s business.

5.1.2. Employees are prohibited from having firearms or weapons in their possession while on duty.

5.1.3. All persons engaged in performance of work under this contract shall be, unless otherwise approved by the Department, direct bona fide employees of the contractor and shall not be leased employees, sub-contractors, or independent contractors. The Department may require verification of the nature of employment of the employees.

5.1.4. No visitors, wives, husbands, or children of the Contractors employees will be allowed in the work location during working hours unless they are bona fide employees of the Contractor.

5.1.5. At least one employee per crew on duty shall carry a cell phone or pager for emergency contact by the Department. This employee must be fluent in English in order to be able to communicate with the Department.

5.2. Equipment

5.2.1. The Contractor shall provide and maintain during the entire period of this contract, equipment sufficient in number, operational condition and capacity to efficiently perform the work and render the services required by this contract. This includes sufficient "back-up" equipment to provide uninterrupted service when equipment breakdown occurs.

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

5.3. Corrective Rework

5.3.1. In the event service performed is unsatisfactory or is not in accordance with the scope of work, the Contractor shall, upon notification by the Department correct unacceptable work immediately without additional cost to the Department.

6. Department’s Responsibilities

6.1. The Department will be responsible for all damage caused by acts of nature.

6.2. Repair of erosion in the landscape area due to storm damage, traffic accidents and vandalism.

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

6.4. The Department shall determine the quality and acceptability of any work performed under the contract.

6.5. The Department shall notify the Contractor, verbally and in writing of any deficiencies found with work performed.

6.6. The Department shall conduct all business in a responsible and professional manner and in accordance with the specifications, schedules, or performance and operating standards.

6.7. The Department is responsible for submitting a Vendor Performance Report to the Procurement Officer if issues are not addressed by the Contractor. Refer to Exhibit 5.

6.8. The Department reserves the right to add or delete locations as deemed necessary.

6.9. The Department shall provide the purchase orders before any work begins.

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 extent allowed by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents and employees for losses arising from the work performed by the Contractor for the State of Arizona.

This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

16. INSURANCE

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

Contractor and subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract, are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his 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 might arise out of the performance of the work under this contract by the Contractor, its agents, representatives, employees or subcontractors, and 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 – Occurrence Form Policy shall include bodily injury, property damage, personal and advertising injury 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 (Blanket Endorsements are not acceptable) to include the following additional insured language: “The State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor.” Such additional insured shall be covered to the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of those required by this Contract.

b. Policy shall contain a waiver of subrogation endorsement (Blanket Endorsements are not acceptable) in favor of the “State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees” for losses arising from work performed by or on behalf of the Contractor.

2. Business Automobile Liability

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

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

a. The policy shall be endorsed (Blanket Endorsements are not acceptable) to include the following additional insured language: “The State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor, involving automobiles owned, leased, hired or borrowed by the Contractor.” Such additional insured shall be covered to the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of those required by this Contract.

b. Policy shall contain a waiver of subrogation endorsement (Blanket Endorsements are

c. Policy shall contain a severability of interest provision.

3. Worker's Compensation and Employers' Liability

• Workers' Compensation Statutory

• Employers' Liability

Each Accident $1,000,000 Disease – Each Employee $1,000,000 Disease – Policy Limit $1,000,000

a. Policy shall contain a waiver of subrogation endorsement (Blanket Endorsements are

b. This requirement shall not apply to: Separately, EACH contractor or subcontractors exempt under A.R.S. § 23-901, and when such contractor or subcontractor executes the appropriate waiver (Sole Proprietor/Independent Contractor) form.

B. ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include, or be endorsed (Blanket Endorsements are not acceptable) to include, the following provisions:

1. The Contractor's policies shall stipulate that the insurance afforded the Contractor shall be primary insurance 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. Coverage provided by the Contractor shall not be limited to the liability assumed under the indemnification provisions of this Contract.

C. NOTICE OF CANCELLATION: With the exception of (10) day notice of cancellation for non-payment of premium, any changes material to compliance with this contract in the insurance policies above shall require (30) days written notice to the State of Arizona. Such notice shall be sent directly to the Department and shall be sent by certified mail, return receipt requested.

D. ACCEPTABILITY OF INSURERS: Contractors 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 (ACORD form or equivalent approved by the State of Arizona) as required by this Contract.

The certificates for each insurance policy are to be signed by an authorized representative.

All certificates and endorsements (Blanket Endorsements are not acceptable) are to be received and approved by the State of Arizona before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract.

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.

F. SUBCONTRACTORS: Contractors’ certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall furnish to the State of Arizona separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above.

G. APPROVAL: Any modification or variation from the insurance requirements in this Contract shall be made by the contracting agency in consultation with the Department of Administration, Risk Management Division. Such action will not require a formal Contract amendment, but may be made by administrative action.

H. EXCEPTIONS: In the event the Contractor or sub-contractor(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 sub-contractor(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 6.

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. 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.

19. 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.

20. 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.

21. 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.

22. 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.