CTR059067_Contract_Documents.pdf

Procurement

OFFER AND ACCEPTANCE

Solicitation No: BPM003855 Available online at https://app.az.gov

Rev 04/2020

OFFER

TO THE STATE OF ARIZONA:

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

Wunderlich-Malec

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

1580 North Fiesta Blvd. Suite 102

Jeff Williams 12/6/2021

Address Printed Name Date

Gilbert AZ 85233

Senior Controls Engineer

City State Zip Title

Jeff.williams@wmeng.com

480-874-1175 ext 3011

Email Address Phone Number

Jeff.williams@wmeng.com

480-874-1185

Company Email Address Fax Number

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

ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)

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

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

State of Arizona

Effective this day of 20

Procurement Officer Awarded Date

DocuSign Envelope ID: 09DC3477-4DDF-407B-89EC-9259A4EDB96C

February 22

2/22/2022

23rd

CTR059067

https://app.az.gov/

Rev. 04/2020

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

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

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM003855

DESCRIPTION: On-Call Services for Tunnel Control System Hardware & Software

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.

Dirk Franklin Procurement Officer Phone: 602-712-8407 Email: dfranklin2@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

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 7

Uniform Terms and Conditions 27

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 37

2 - Title VI/Non-Discrimination Assurances Appendix E 38

3 - Quarterly Usage Report 39

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), is seeking offers from qualified firms or individuals (herein referred to as Contractor) for on-call repair, maintenance and upgrade services for the existing Interstate 10 (I-10) Deck Park Tunnel control system hardware and software.

2. Introduction and Background

2.1. Current Environment

The control system consist of four Programmable Logic Controllers (PLC), one in each vent room, and a PLC in the central control room, a Wonderware System Control and Data Acquisition system, and other associated hardware and software. The PLC current version/model is an Allen-Bradley PCL 1756. The WIN911 control software current version is WIN 911 V7. The Wonderware System is run through Microsoft Windows 10 operating system. This system controls all mechanisms for the safe and efficient operation of the tunnel. Specifically this includes lighting, ventilation systems, alarms, cameras, and other functionalities.

Subject equipment is located at Interstate 10 between 7th Street and 7th Avenue, and the Traffic Operations Center at 2302 W Durango.

2.2. Any repairs or service to the hardware may directly impact the Programmable Logic Controller code, Wonderware System Control and Data Acquisition, and/or WIN911 control software.

Software technical support is a requirement of this contract. The Contractor’s technical support shall provide access to proprietary bug fixes, patches, or any current or latest version of the software

3. General Requirements

3.1. The Contractor shall be performing repairs, maintenance and upgrade services, on an as needed basis. Examples of potential tasks would be troubleshooting, calibration and emergency response calls for the ventilation systems, lighting, security systems, or software bugs. Additionally, technical support shall be provided via a local or "800" number. Online technical support shall also be provided via a secure internet connection.

3.1.1. Availability and Response Time

The Contractor shall be available to respond to calls for standard repair, maintenance and service during the business hours of 5:00 a.m. through 3:30 p.m. Monday through Thursday, Arizona Time, excluding State observed holidays. There will also be those instances where the Department will require "emergency" repair, maintenance or service.

In those instances, the Contractor shall have a mechanism in place for the receipt of and response to emergency calls outside of the established business hours.

Response to standard service calls shall be within two (2) business days. The Contractor’s response shall include a proposed written scope of work, based on the initial service call.

This proposal shall also include established labor rates and number of hours to complete.

Prior to the beginning of the work, the Contractor must receive approval from the Department’s Project Manager (Tunnel Maintenance Supervisor).

Emergency calls shall be acknowledged within four (4) hours. The Contractor shall submit a scope and estimated hours to place the system back in service within twenty-four (24) hours of acknowledgement of an emergency call. At that time, the Department’s Project Manager shall provide approval for scope and schedule.

Each service call shall be characterized according to:

a) An assigned severity level

b) An estimated resolution time

c) Possible need for escalation

3.1.2. Severity Level

Every reported problem will be assigned a severity level by the Department. This assignment will reflect the business risk and potential impact of the problem. The following severity level schedule will be utilized:

Severity Level Description 1 Limited impact to the system (partial features and / or functionality failure with available work around) Normal Service Request

2 Significant impact to the system (still functional with 50%+ functionality)

3 Major system breakdown (still functional with < 50% functionality)

4 Entire system is down (all users affected) Emergency

3.1.3. Allowed Resolution Time

The severity level determines how much time the Contractor is allowed to resolve or escalate the problem.

Severity Level Allowed Resolution Time 1 48 Regular Business Hours 2 16 Regular Business Hours 3 12 Regular Business Hours 4 8 Regular Business Hours

3.1.4. Escalation

The Contractor’s detailed description shall include a proposed escalation procedure according to severity level, time of day/week and chain of command/responsibility.

3.2. Performance Measurements

As prescribed in Section Severity Level above, key performance measurements for the defined severity levels include:

Response time – standard and emergency

The time elapsed between the report of a problem and the time it takes a technical support person to take action.

Allowed Resolution time The total time required to identify, diagnose, restore and permanently resolve the problem. All problems will remain open until satisfactory resolution is affirmed by the Department.

Problem Resolution System in service

3.3. Reporting / Tracking

Contractor must collect and report data and information for monitoring and measuring their performance against contractual obligations defined in this section.

Each Contractor shall provide and follow written problem handling procedures. This should include information on how problems will be reported and documented, the methods employed to determine the prioritization of issues, and documentation of the resolution of problem types.

The Contractor must provide coverage and access to the Contractor’s problem management services during normal business hours including toll-free telephone contact and support.

Throughout the term of the contract, the Contractor shall immediately correct, at its sole expense, any performance measurement deficiency.

4. Use of Resources

4.1. The Contractor shall be responsible for providing all tools, equipment, and any resources needed to perform the required services. All equipment, tools or resources shall be functional and in working order, and recognized as typical tools, equipment or resources that would be used in the service of such equipment and accompanying software.

5. Submittal and Acceptance of Outside Costs

5.1. The Contractor shall to the best of its ability refrain from utilizing third parties and or subcontractors for this contract. For those tasks where the use of a third party of subcontractor cannot be avoided, the Contractor shall disclose the name(s) of those parties to the Department’s Project Manager (Tunnel Maintenance Supervisor). The Department’s Project Manager reserves the right to deny any and all third parties or subcontractors, if it is the Department's understanding that the third party or subcontractor may pose a potential conflict of interest.

Number of hours and rates for all third parties or subcontractors shall be listed as separate line items on the presented invoice.

6. Parts

6.1. As a requirement of any repair or maintenance activity, the Contractor may be required to provide replacement parts or components for the controllers and/ or associated equipment. If such requirement does occur the Contractor shall follow the procedure as stated above.

7. Brand Name Only

7.1. The supplies/products on this RFP have been identified as brand name only and will only satisfy the Department’s needs. Offers shall only be for the brand described in this solicitation.

SPECIAL TERMS AND CONDITIONS

1. TERM OF CONTRACT

The term of any resultant contract shall commence on the effective day 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.

The Department reserves the right to extend the period of any resultant contract for thirty-one (31) days beyond the stated expiration date. (Only within the allowable 5 year period).

3. CHANGES

The Department reserves the right to revise significant changes in the scope, character, and/or complexity of the work and may be negotiated if it is mutually agreed that such changes are desirable and necessary. Contract changes defining and limiting the work and compensation must be documented in a written Contract Amendment, as defined by A.R.S. §41-2503, R2-7-101(15) and signed by the Procurement Officer.

4. ELIGIBLE AGENCIES

Any contract resulting from this solicitation shall be for the exclusive use of the agency designated on the cover sheet of this document.

5. NON-EXCLUSIVE CONTRACT

Any contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of the Department. The Department reserves the right to obtain like goods or services from another source when necessary. Off-Contract Purchase Authorizations may only be approved by the Department Chief Procurement Officer. Approval shall be at the discretion of the Chief Procurement Officer and shall be conclusive, however, approval shall be granted only after a proper review and when deemed appropriate. Off-contract procurement shall be consistent with the Arizona Procurement Code.

6. ORDERING PROCESS

Upon award of a contract the Department’s Procurement Group or any designated agency may procure the specific material and/or service awarded by the issuance of a contract purchase order to the appropriate Contractor. Each contract purchase order must cite the contract number. The award of a contract shall be in accordance with the Arizona Procurement Code and all transactions and procedures required by the Code for public bidding shall be complied with.

A contract purchase order for the awarded material and/or service that cites the contract number, and the approved order number is the only document required for the using agency to order and the Contractor to deliver the material and/or service.

Any attempts to represent any material and/or service not specifically awarded as being under contract is a violation of the contract and the Arizona Procurement Code. Any such action is subject to the legal and contractual remedies available to the State inclusive of but not limited to contract cancellation, suspension and/or debarment of the Contractor.

7. SHIPPING TERMS

Prices shall be F.O.B. Destination to the delivery location designated herein. Contractor shall retain title and control of all goods until they are delivered and the contract of coverage has been completed. All risk of transportation and all 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. No additional freight charges will be authorized.

8. DELIVERY

All materials shall be suitably packed and shipped freight prepaid FOB Destination, unless otherwise stated. (e.g. installed equipment). Contractor shall contact the Department’s Project Manager (Tunnel Maintenance Supervisor) forty-eight (48) hours prior to delivery.

9. ACCEPTANCE

Each item delivered shall be subject to a complete inspection by the Department. Inspection criteria shall include, but not be 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 fifteen (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, 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.

10. INVOICING REQUIREMENTS

Upon satisfactory inspection and acceptance by Department of the services, an invoice shall be submitted by the Contractor to the Bill to address listed on each purchase order document.

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

• Description of material, requested quantity or services

• Date and location of services

• Invoice Number

• Department contract number and purchase order number

• Price per unit and total per unit

• Contractor’s name. address and phone number

• Applicable taxes

• Total of invoice

Invoices not sent to the proper address, or not containing the necessary and required information may delay payment to the contractor. 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 the acceptance of services. DELIVERY OF THE SERVICE TO THE DEPARTMENT DOES NOT CONSTITUTE ACCEPTANCE; THEREFORE, ONLY THE DEPARTMENT ACCEPTANCE DATE WILL BE A VALID DATE FOR

STARTING THE THIRTY (30) CALENDAR DAY PAYMENT PERIOD.

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

11. ESTIMATED QUANTITIES

This solicitation references quantities as a general indication of the needs of the Department. The Department anticipates considerable activity resulting from contract that will be awarded as a result of this solicitation; however, the quantities shown are estimates only and the Department reserves the right to increase or decrease any quantities actually acquired. No commitment of any kind is made concerning quantities and that fact should be taken into consideration by each potential Contractor.

12. PRICE REDUCTION

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

13. PRICE ADJUSTMENT

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.

14. SAFETY STANDARDS

All items supplied under this contract shall comply with the current applicable Occupational Safety and Health Standards of the State of Arizona Industrial Commission, the National Electric Code, and the National Fire Protection Association Standards and the Department of Environmental Quality.

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.

15. VENDOR REGISTRATION

Prior to issuance of a Purchase Order and subsequent payment, the Contractor must be registered in the State of Arizona Procurement Portal on-line system, https://app.az.gov/

Ensure that the Arizona Procurement Portal registration matches the legal name on the Arizona Substitute W9 and that name matches the name you are registered with at the Internal Revenue Service.

16. CONTRACT ADMINISTRATION

For information regarding the Uniform and Special Terms and Conditions and Specifications referenced in this Solicitation contact:

Dirk Franklin Procurement Officer

(602) 712-8407 Following award, the Contractor shall contact the Procurement Group for guidance or direction in matters of contract interpretation or problems regarding the terms, conditions or scope of the contract.

Only the Contract Officer or his / her authorized designee is authorized to change or amend the specific terms, conditions or provisions of the agreement.

17. NOTICES

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

a. If intended to the State, to:

Arizona Department of Transportation, Procurement Group 1739 West Jackson Street, Ste. A, MD 100P

Phoenix, Arizona 85007-3276 Attention: Dirk Franklin – Procurement Officer

b. If intended for the Contractor, to:

The Contractor Name Address

City, State, Zip Code Attention:

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, Chief Procurement Officer and if intended for the Contractor, to the person named on the Offer and Contract award Form 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.

18. CANCELLATION FOR POSSESSION OF WEAPONS ON THE DEPARTMENT 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.”

19. CONFLICT OF INTEREST

It should be noted that offerors are hereby advised of the Conflict of Interest Statutes, A.R.S. section §38-501, et seq. Any purchase order for services offered by the Department which may lead to a real or apparent conflict of interest, under the Arizona Revised Statutes, with regard to future State contracts or solicitations, may be refused by the offeror by notifying the Procurement Group in writing within five

(5) days of receipt of the purchase order. If such a purchase order is refused, the offeror may be precluded from award of such future contract or solicitation if a real or apparent conflict of interest exists, as determined by the Department.

20. 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. No partial acceptance shall relieve the Contractor’s obligation to correct, without charge, any errors in the work on this contract.

21. 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 will not relieve the Contractor of the responsibility for subsequent correction of any such errors and clarification of ambiguities.

22. INDEMNIFICATION

The Contractor shall indemnify, defend, save and hold harmless the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees (herein referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorney’s fees, and costs of claim processing, investigation and litigation) (herein 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 part, by the negligent or willful acts or omissions of the 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 Worker’s’ 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 the Contractor from and against any and all claims. It is agreed that the 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 subcontractor(s) is/are an agency, board, commission or university of the State of Arizona.

23. INSURANCE REQUIREMENTS

The Contractor shall furnish certificates inclusive of the following requirements as stated within to the Department. Certificate(s) shall be received within five (5) calendar days of notification of award by the Procurement Officer and prior to contract execution.

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

• Blanket Contractual Liability – Written and Oral $1,000,000

• Damage to Rented Premises $ 50,000

• Each Occurrence $1,000,000

a. The policy shall be endorsed to include the following additional insured language: “The State of Arizona, its departments, agencies, boards, commissions, universities and its 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 in favor of the State of Arizona, its departments, agencies, boards, commissions, universities and its 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 to include the following additional insured language: “The State of Arizona, its departments, agencies, boards, commissions, universities and its 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 in favor of the State of Arizona, its departments, agencies, boards, commissions, universities and its officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor.

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 in favor of the State of Arizona, its departments, agencies, boards, commissions, universities and its 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: Separately, EACH contractor or subcontractor exempt under A.R.S. § 23-901, AND when such contractor or subcontractor executes the appropriate waiver (Sole Proprietor/Independent Contractor) form.

4) Technology Errors & Omissions Insurance

• Each Claim $2,000,000

• Annual Aggregate $2,000,000

a. Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract.

b. Coverage shall include or shall not exclude settlement and/or defense of claims involving intellectual property, including but not limited to patent or copyright infringement.

c. In the event that the Tech E&O insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this Contract is completed.

A. 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 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. Insurance provided by the Contractor shall not be limited to the liability assumed under the indemnification provisions of this Contract.

B. NOTICE OF CANCELLATION: Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to Arizona Department of Transportation, Procurement Group, 1739 W.

Jackson Street, Mail Drop 100P, Phoenix, Arizona 85007, Attention: Amir Sakhi, Procurement Officer.

C. 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.

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) as required by this Contract. An authorized representative of the insurer shall sign the certificates.

1. All certificates and endorsements 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.

2. 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, certified copies of all insurance policies required by this Contract at any time.

SUBCONTRACTORS: Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department reserves the right to require, at any time throughout the life of this contract, proof from the Contractor that its subcontractors have the required coverage.

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

EXCEPTIONS: In the event the Contractor or 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.

24. SOFTWARE UPDATES

The Contractor shall provide, at no additional charge, all new releases and updates of the software while under a maintenance agreement. Release shall be defined as any collection of enhancements or updates which the contractor generally makes available to its installed base of customers of such programs.

25. SOFTWARE ENHANCEMENTS

As the Department’s business and technology needs evolve or are modified by outside mandate, the Contractor will provide required software enhancements as requested by the Department.

All such enhancements will be authorized via committed fixed price contract release orders. Seventy-five percent of the committed fixed price amount will be paid the Contractor upon delivery and after successful acceptance testing by the Department. The remaining twenty-five percent will be paid after one month of the enhancement’s successful operation.

The Contractor should also specify where the enhancement work will be performed and who will be performing the work.

The Department will require a positive acknowledgment for all enhancement requests within one business day of receipt by the Contractor. Within ten business days of enhancement request receipt, the Contractor shall provide a committed fixed price offer for performing the requested enhancement, including a detailed work completion schedule, and cost and pricing information for all labor and/or materials involved.

The Department reserves the right to have others perform the aforementioned work, at the Contractor’s expense, should any aspect of the Contractor’s offer be deemed unacceptable.

26. SOFTWARE ERRORS

A software error is defined as any failure of the contractor’s software to perform according to prescribed business requirements and/or design specifications. Following the Department’s written acceptance of the contractor’s solution or subsequent enhancements, the contractor shall correct any software error at no charge to the Department.

27. WARRANTY

Unless otherwise modified elsewhere in the terms and conditions, the Contractor warrants that, for one year after acceptance by the Department, the Materials shall be fully compatible with the Department’s computer hardware and software environment.

Contractor represents and warrants that Contractor has the skill and knowledge possessed by members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contractor and Contractor’s employees and any authorized subcontractors shall perform the Services described in this Contract in accordance with the Scope of Work.

Contractor represents and warrants that the Materials provided through this Contract and Scope of Work shall be free of viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the Materials, collect unlawful personally identifiable information on users or prevent the Materials from performing as required under the terms and conditions of this Contract.

The Contractor shall make good, repair and replace, at the Contractor's own expense, as may be necessary, any defective work if, in the opinion of the Department, said defect is due to imperfection in material, design, or workmanship for the warranty period specified.

28. STATE IT ARCHITECTURE AND STANDARDS

To support standardized, interoperable IT environments, the state developed enterprise architecture (EA). The EA and subsequent standards can be accessed through the Arizona Strategic Enterprise Technology (ASET) web page at https://aset.az.gov/resources/security. Technical solutions developed by the Contractor shall conform to Department standards and to ASET EA standards.

29. NON-DISCLOSURE

The Contractor shall meet the requirements of all applicable State of Arizona and Department policies, standards and procedures for securing, managing and handling information. As such, the Contractor shall:

• Only access information and files for which it has been given specific authority.

• Not discuss, divulge, copy, release, sell or loan any Departmental information unless authorized by the Department.

• Not misuse or carelessly handle Departmental information.

• Not release or disclose Departmental information to unauthorized personnel.

• Store, send, and dispose of system and written information in a secure manner with proper regard for privacy and confidentiality and in accordance with applicable policies, standards and procedures.

• Not disclose any personal information contained in any system of record except as authorized.

• Safeguard all user password(s) and any other security mechanism(s) granted by the Department and used to access Departmental information.

• Protect all Departmental information in accordance with applicable state and federal laws.

• Report any security system breach, computer infection or theft of information immediately to the Department.

The Contractor shall secure paper-based, program data by locking it in secure containers and applying user-privilege restriction mechanisms. The Contractor shall be responsible and accountable for all actions undertaken on a Department information technology resource (e.g., computer system, or https://app.az.gov/ https://aset.az.gov/resources/security http://aset.azdoa.gov/security/policies-standards-and-procedures application system, etc.). The Contractor shall not utilize its network connections with the Department for any purpose other than the purpose specified herein.

A. Personnel Security

• Identify roles and responsibilities of technical support personnel.

• Ensure separation of duties based on technical support personnel responsibilities.

• Ensure technical support personnel are trained in securely handling personally identifying information (PII).

• Adhere to Department non-disclosure and acceptable use agreements.

B. Configuration Management

• Ensure system documentation (e.g., application configuration, network definitions, dataflow diagrams, entity relationship diagrams, etc.) is maintained and up-to-date.

• Ensure formal change control is implemented and coordinated with the department.

C. Prevent loss, modification or misuse of user data

• Ensure Department PII is encrypted at rest (where stored).

• Ensure Department PII is encrypted in transit (where transmitted).

• Ensure Department PII is not stored on any portable device.

D. Security & Privacy Plan

• The Contractor shall provide a system security plan to the department during the application design phase of the project.

• The security plan shall be approved by the department prior to the commencement of project construction activities

• The Contractor shall ensure the system security plan complies with:

o ISO 27001 security framework o State of Arizona statewide standards o Arizona Department of Transportation policy

E. System Development

• Maintain the security of application system software and data.

• Ensure secure coding practices are aligned with the Open Web Application Security Project Top 10 and SANS Top 25.

• Ensure application security by scanning, identifying and correcting: Command Injection, SSL Injection, Malicious CGI Scripts, Buffer Overflows, Client Side Vulnerabilities, Directory Indexing, Server misconfigurations, Malicious Downloads, Malicious Affiliations (Links), Phishing Scams, Browser Exploits, Misuse of personal information, Annoyances (excessive Pop-ups), SQL Injection, Blind SQL Injection, SQL Database Error Disclosure, Local File and Remote File Includes, Directory Traversals, Improper Error Handling and Application Source Code Disclosure on an ongoing basis.

• Applications developed by the Contractor (for the department) shall be assessed by the department prior to a production implementation. Application security weaknesses identified as part of an application security review must be corrected immediately by the Contractor.

F. Network Services

• Retain and make log history available according to Department policy for data retention.

• Respond to requests from the department for information from event logs pertaining to specific incidents to assist in investigations.

• Ensure network components that require continuous availability are implemented with clustering to avoid outages.

• Ensure failover devices are installed and configured correctly to avoid unplanned downtime.

G. Confidentiality

The Contractor shall keep confidential and secure all information concerning individual end-users (notwithstanding aggregate usage statistics used for reporting purposes). The Contractor shall not under any conditions resell, transfer or convey information about end-users to any third party. The Contractor shall not retain or reuse information about the end-users in their own operations. Due to the sensitive nature of the information maintained by the department, the Contractor acknowledges that all information disclosed to it concerning the department’s operations during performance of the contract and after the full term of the contract shall not be disclosed without the department’s prior written consent. All proprietary information and all copies thereof shall be returned to the department upon completion of the work for which they were obtained or developed.

30. CURRENT PRODUCT

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

31. PRODUCTS DISCONTINUANCE

The Department may award contracts for particular products and/or models of equipment as a result of this solicitation. In the event that a product or model is discontinued by the manufacturer, the Department at its sole discretion may allow the Contractor to provide a substitute for the discontinued item. The Contractor shall request permission to substitute a new product or model and provide the following:

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

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

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

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

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

32. PRODUCT UPGRADABILITY

In the event that a product or model is upgraded or a newer model with features that exceed the original specifications by the manufacturer, the Department at its sole discretion may allow the contractor to provide a substitute for the upgraded item. The Contractor shall request permission to substitute a new product or model and provide the following:

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

Documentation that provides clear and convincing evidence that the replacement will be compatible with all the functions or uses of the previously submitted products or models

33. ACCEPTANCE FOR EQUIPMENT AND SOFTWARE

Determination of the acceptability of product will be made by the sole judgment of the Department.

Acceptance shall be in writing, verbal acceptance for product will not be allowed. All products delivered will be inspected and tested for acceptance. Acceptance shall be 100% functionality, which will be determined by the Department. Acceptance criteria shall include but not be limited to conformity to the specifications, functionality, and quality of materials. Nonconformance to any of the acceptance criteria of the products shall result in delay for payment. Payment shall not be made until nonconformance to the criteria is corrected as determined by the Department.

34. EPA ENERGY STAR PRODUCTS

HB 2324, Chapter 114, A.R.S. 34-451 requires that the State of Arizona purchase Energy Star products or products certified by the Federal Energy Management Program as energy efficient for all product classifications available. If an Energy Star product or certified product is available, documentation of the Energy Star status or certification must be submitted with the offer. Failure to submit the required documentation may deem the offer as non-responsive.

Additional information pertaining to the ENERGY STAR program can be found at:

http://energystar.gov/index.cfm?c=bulk_purchasing.bus_purchasing

35. IT 508 COMPLIANCE

Unless specifically authorized in the Contract, any electronic or information technology offered to the State of Arizona under this solicitation shall comply with A.R.S. 41-2531 and 2532 and Section 508 of the Rehabilitation Act of 1973, which requires that employees and members of the public shall have access to and use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities.

36. CONTRACTOR’S OBLIGATION REGARDING CONFIDENTIALITY

Due to the sensitive nature of the information maintained by the Department, the Contractor acknowledges that all information disclosed to it concerning the Department’s operations during performance of the contract and after the full term of the contract shall not be disclosed without the Department’s prior written consent.

All proprietary information and all copies thereof shall be returned to the Department upon completion of the work for which they were obtained or developed.

37. CONFIDENTIALITY OF RECORDS

The contractor shall establish and maintain procedures and controls acceptable to the Department for the purpose of assuring that information or data in its possession is not mishandled, misused, released, disclosed, or used in an inappropriate manner by it, its agents, officers, or employees. This includes information contained in its records obtained from the Department or others, necessary for contract performance. The contractor shall take all reasonable steps and precautions to safeguard this information and data and shall not divulge the information or data to parties other than those needed for the performance of duties under the contract.

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